Hemosense Inc Sample Contracts

Hemosense Inc – AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG INVERNESS MEDICAL INNOVATIONS, INC., SPARTAN MERGER SUB, INC. AND HEMOSENSE, INC. (August 7th, 2007)

This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of August 6, 2007, among Inverness Medical Innovations, Inc., a Delaware corporation (“Parent”), Spartan Merger Sub, Inc., a Delaware corporation and a wholly owned first-tier subsidiary of Parent (“Merger Sub”), and Hemosense, Inc., a Delaware corporation (the “Company”).

Hemosense Inc – For Further Information Contact: HemoSense, Inc. Lippert/Heilshorn & Associates Gordon Sangster, VP Finance & CFO Don Markley or Brandi Floberg gsangster@hemosense.com bfloberg@lhai.com (August 7th, 2007)

SAN JOSE, Calif. (August 7, 2007) – HemoSense, Inc. (AMEX: HEM) – a point of care diagnostic healthcare company that has developed, manufactures and sells easy-to-use, handheld blood coagulation monitoring systems for use by patients and healthcare professionals in the management of warfarin medication – today reported financial results for the three and nine months ended June 30, 2007. As announced yesterday, HemoSense and Inverness Medical Innovations (AMEX: IMA) have entered into a definitive agreement for Inverness to acquire HemoSense in an all stock transaction. Under terms of the agreement, each holder of a share of HemoSense common stock will receive 0.274192 shares of Inverness common stock, which represents a 37.5% premium based on the average trading prices of both companies over the five trading days prior to yesterday.

Hemosense Inc – For Further Information Contact: HemoSense, Inc. Lippert/Heilshorn & Associates Gordon Sangster, VP Finance & CFO Don Markley or Brandi Floberg gsangster@hemosense.com bfloberg@lhai.com (February 1st, 2007)

SAN JOSE, Calif. (February 1, 2007) – HemoSense, Inc. (AMEX: HEM) – a medical device company that develops, manufactures and sells easy-to-use, handheld blood coagulation monitoring systems for use by patients and healthcare professionals in the management of warfarin medication – today reported financial results for the first quarter of fiscal year 2007, ended December 31, 2006.

Hemosense Inc – AMENDMENT NO. 01 Dated April 30, 2004 TO that certain Loan and Security Agreement No. 3821 dated as of March 5, 2004, (“Agreement”), by and between LIGHTHOUSE CAPITAL PARTNERS V, L.P. (“Lender”) and HEMOSENSE, INC. (“Borrower”). (December 27th, 2006)

In Section 1, “Definitions” of the Agreement, the following definitions shall be deleted in their entirety and replaced with the following:

Hemosense Inc – HEMOSENSE, INC. AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT December 12, 2006 (December 14th, 2006)

This Amendment (this “Amendment”) to the Amended and Restated Investor Rights Agreement dated February 7, 2005, as amended (the “Rights Agreement”), is made as of the date first set forth above between HemoSense, Inc., a Delaware corporation (the “Company”), and the undersigned constituting the necessary parties to amend the Rights Agreement. All defined terms used in this Amendment not otherwise defined herein shall have the same meaning as set forth in the Rights Agreement.

Hemosense Inc – SECURITIES PURCHASE AGREEMENT (December 14th, 2006)

The undersigned, being each of the purchasers listed on Schedule A attached hereto (each, an “Investor” and collectively the “Investors”), hereby confirm their agreement with you as follows:

Hemosense Inc – HEMOSENSE SIGNS $8 MILLION SENIOR LOAN FINANCING AGREEMENT Expands Existing Loan Agreement with Lighthouse Capital Partners (December 8th, 2006)

This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Statements in this press release regarding the Company’s business that are not historical facts may be “forward-looking statements” that involve risks and uncertainties. Specifically, the statements regarding the Company’s ability to expand operations and develop the market for the INRatio system are forward looking statements within the meaning of the Safe Harbor. Forward-looking statements are based on management’s current, preliminary, expectations and are subject to risks and uncertainties which may cause the actual results to differ materially from the statements contained herein. Further information on the Company’s business and risk factors are detailed in its filings with the Securities and Exchange Commission, including its Form 10-Q for the quarter ended June 30, 2006 filed on August 11, 2006. Undue reliance should not be placed on these forw

Hemosense Inc – AMENDMENT NO. 02 Dated December 6, 2006 TO that certain Loan and Security Agreement No. 3821 dated as of March 5, 2004, (“Agreement”), by and between LIGHTHOUSE CAPITAL PARTNERS V, L.P. (“Lender”) and HEMOSENSE, INC. (“Borrower”). (December 8th, 2006)

In Section 1, “Definitions” of the Agreement, the following definitions shall be deleted in their entirety and replaced with the following:

Hemosense Inc – Contract (December 8th, 2006)

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.

Hemosense Inc – Contract (December 8th, 2006)

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.

Hemosense Inc – For Further Information Contact: HemoSense, Inc. Lippert/Heilshorn & Associates Gordon Sangster, VP Finance & CFO Don Markley or Brandi Floberg gsangster@hemosense.com bfloberg@lhai.com (November 20th, 2006)

SAN JOSE, Calif. (November 20, 2006) – HemoSense, Inc. (AMEX: HEM) – a medical device company that develops, manufactures and sells easy-to-use, handheld blood coagulation monitoring systems for use by patients and healthcare professionals in the management of warfarin medication – today reported financial results for the three months and year ended September 30, 2006.

Hemosense Inc – AMENDMENT NO. 2 TO DISTRIBUTION AGREEMENT (August 11th, 2006)

This Amendment No. 2 takes effect June 15,2006 (the “Amendment No. 2 Effective Date”), between HemoSense, Inc. (“HemoSense”), a corporation with an office at 651 River Oaks Parkway, San Jose, CA 95134, and Medline Industries, Inc. (“Medline”), an Illinois corporation with an office at One Medline Place, Mundelein, IL 60060.

Hemosense Inc – Manufacturing Services Agreement (August 11th, 2006)

This Flextronics Manufacturing Services Agreement (“Agreement”) is entered into this 25 day of May 2006 by and between HemoSense, Inc. having its place of business at 651 River Oaks Parkway, San Jose, California (“Customer”) and Flextronics International USA, Inc., having its place of business at 2090 Fortune Drive, San Jose, California (“Flextronics”).

Hemosense Inc – PACKAGING AGREEMENT (May 11th, 2006)

This Packaging Agreement (the “Agreement”) is dated this 27th day of March, 2006 (the “Effective Date”) by and between J-PAC, LLC., a Delaware limited liability company having its principal offices at 25 Centre Road, Somersworth, New Hampshire (“Service Provider”) and HemoSense, Inc., a Delaware corporation having its principal offices at 651 River Oaks Parkway, San Jose, CA 95134 (“Company”).

Hemosense Inc – For Further Information Contact: HemoSense, Inc. Lippert/Heilshorn & Associates Paul Balsara, V.P. Finance & Don Markley or Brandi Floberg Chief Financial Officer bfloberg@lhai.com pbalsara@hemosense.com (310) 691-7100 (April 27th, 2006)

SAN JOSE, Calif. (April 27, 2006) – HemoSense, Inc. (AMEX: HEM) – a medical device company that develops, manufactures and sells easy-to-use, handheld blood coagulation monitoring systems for use by patients and healthcare professionals in the management of warfarin medication – today reported financial results for the three and six months ended March 31, 2006.

Hemosense Inc – Contacts: HemoSense, Inc. Lippert/Heilshorn & Associates Maria Navarro, EVP, Operations and Development Don Markley or Brandi Floberg mnavarro@hemosense.com bfloberg@lhai.com (April 5th, 2006)

SAN JOSE, Calif. (April 5, 2006) – HemoSense, Inc. (AMEX:HEM) today announced that it has signed an agreement with J-PAC, a medical device assembly and packaging services company, to provide highly customized packaging services for HemoSense’s INRatio® PT/INR monitoring system test strips.

Hemosense Inc – For Further Information Contact: HemoSense, Inc. Lippert/Heilshorn & Associates Paul Balsara, V.P. Finance & Don Markley or Brandi Floberg Chief Financial Officer bfloberg@lhai.com pbalsara@hemosense.com (310) 691-7100 (January 26th, 2006)

SAN JOSE, Calif. (January 26, 2006) – HemoSense, Inc. (AMEX: HEM) – a medical device company that develops, manufactures and sells easy-to-use, handheld blood coagulation monitoring systems for use by patients and healthcare professionals in the management of warfarin medication – today reported financial results for the Company’s fiscal first quarter ended December 31, 2005.

Hemosense Inc – For Further Information Contact: HemoSense, Inc. Lippert/Heilshorn & Associates Paul Balsara, V.P. Finance & Don Markley or Brandi Floberg Chief Financial Officer bfloberg@lhai.com pbalsara@hemosense.com (310) 691-7100 (November 14th, 2005)

SAN JOSE, Calif. (November 14, 2005) – HemoSense, Inc. (AMEX: HEM) – a medical device company that develops, manufactures and sells easy-to-use, handheld blood coagulation monitoring systems for use by patients and healthcare professionals in the management of warfarin medication – today reported financial results for the three month period and fiscal year ended September 30, 2005.

Hemosense Inc – SECURITIES PURCHASE AGREEMENT (November 8th, 2005)

Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. By executing this Agreement, the Investor acknowledges that the Company may use the information in paragraph 3 above and the name and address information below in preparation of the Registration Statement (as defined in Annex I). This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

Hemosense Inc – HEMOSENSE, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK (November 8th, 2005)

THIS CERTIFIES THAT, for value received, and its assigns are entitled to subscribe for and purchase shares of duly authorized, validly issued, fully paid and nonassessable Common Stock, par value $.001 per share, (as adjusted pursuant to Section 4 hereof, the “Warrant Shares”) of HemoSense, Inc., a Delaware corporation (the “Company”), at the price of $8.165 per share (such price and such other price as shall result, from time to time, from the adjustments specified in Section 4 hereof is herein referred to as the “Warrant Price”), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein the term “Date of Grant” shall mean November 4, 2005. The term “Warrant” as used herein shall be deemed to include any warrants issued upon transfer or partial exercise of this Warrant unless the context clearly requires otherwise. This Warrant has been issued pursuant to a Securities Purchase Agreement, dated as of November 1, 2005, between the Company and the

Hemosense Inc – LETTER AGREEMENT (June 10th, 2005)

This Letter Agreement takes effect January 1, 2005, between HemoSense, Inc. (“HemoSense”), a corporation with an office at 651 River Oaks Parkway, San Jose, CA 95134, and I-Med-Partner GmbH (“Distributor”), a company with an office at Kirchstrasse 16, 63500 Seligenstadt, Germany.

Hemosense Inc – CONSULTING AGREEMENT (June 10th, 2005)

This agreement (“Agreement”) is dated May 17, 2002 (“Effective Date”) and is by and between HemoSense, Inc., a Delaware corporation having a place of business at 600 Valley Way Milpitas, CA, 95035 USA (“Company”) and Innovative Medical Product Consultants, GmbH, a business organized and existing under the laws of Germany and having a place of business at Bonnerstrasse 528, 50968 Cologne, Germany (referred to herein as either “Consultant” or “IMedPro”).

Hemosense Inc – HEMOSENSE, INC. NON-EXCLUSIVE SALES REPRESENTATIVE AND SERVICES AGREEMENT (June 10th, 2005)

This Non-Exclusive Sales Representative and Services Agreement (this “Agreement”) takes effect November 12, 2002 (“Effective Date”), between HemoSense, Inc. (“HemoSense”), a Delaware corporation with principal offices at 600 Valley Way, Milpitas, CA 95035, USA, and Innovative Medical Product Consultants, GmbH (“Representative”), a business organized and existing under the laws of Germany with principle offices at Max-Planck-Strasse 22, 50858 Cologne, Germany.

Hemosense Inc – SUPPLY AND LICENSE AGREEMENT (June 10th, 2005)

This Supply and License Agreement (“Agreement”) is made and entered into this 5th day of March, 1999, by and between Dade Behring Inc., (“Dade Behring”) a Delaware corporation with a principal place of business at 1717 Deerfield Road, Deerfield, Illinois 60015 and HemoSense, Inc., a Delaware corporation (“HemoSense”) having a principal place of business at 2157 O’Toole Avenue, Suite H, San Jose, California.

Hemosense Inc – LETTER AGREEMENT (May 31st, 2005)

This Letter Agreement takes effect January 1, 2005, between HemoSense, Inc. (“HemoSense”), a corporation with an office at 651 River Oaks Parkway, San Jose, CA 95134, and I-Med-Partner GmbH (“Distributor”), a company with an office at Kirchstrasse 16, 63500 Seligenstadt, Germany.

Hemosense Inc – [ ] Shares HEMOSENSE, INC. Common Stock UNDERWRITING AGREEMENT (May 31st, 2005)

Hemosense, Inc., a Delaware corporation (the “Company”) proposes, subject to the terms and conditions contained herein, to sell to the several underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom Lazard Capital Markets LLC, W.R. Hambrecht + Co., LLC and Roth Capital Partners, LLC are acting as representatives (the “Representatives”), an aggregate of [ ] shares (the “Firm Shares”) of the Company’s common stock, $.001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional [ ] shares (the “Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are herein, collectively, called the “Shares.”

Hemosense Inc – HEMOSENSE, INC. AMENDED AND RESTATED MANAGEMENT RETENTION PLAN (May 31st, 2005)
Hemosense Inc – HEMOSENSE, INC. EMPLOYMENT AGREEMENT (May 31st, 2005)
Hemosense Inc – SUPPLY AND LICENSE AGREEMENT (May 31st, 2005)

This Supply and License Agreement (“Agreement”) is made and entered into this 5th day of March, 1999, by and between Dade Behring Inc., (“Dade Behring”) a Delaware corporation with a principal place of business at 1717 Deerfield Road, Deerfield, Illinois 60015 and HemoSense, Inc., a Delaware corporation (“HemoSense”) having a principal place of business at 2157 O’Toole Avenue, Suite H, San Jose, California.

Hemosense Inc – HEMOSENSE, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT (May 31st, 2005)

This Amended and Restated Employment Agreement is entered into, by and between HemoSense, Inc. (the “Company”) and James D. Merselis (“Executive”) effective as of June 1, 2005.

Hemosense Inc – SETTLEMENT AGREEMENT AND MUTUAL RELEASE (May 31st, 2005)

This Settlement Agreement and Mutual Release (the “Settlement Agreement”) is made and entered into as of the 16th day of July, 2004, by and between Inverness Medical Switzerland GmbH (“Inverness”), a corporation organized and existing under the laws of Switzerland with offices located at Bundesplat 10, 6300 Zug, Switzerland, and HemoSense, Inc. (“HemoSense”), a Delaware corporation with offices located at 651 River Oaks Parkway, San Jose, California 95134, United States of America (collectively the “Parties”)

Hemosense Inc – HEMOSENSE CONSULTING AGREEMENT (May 6th, 2005)
Hemosense Inc – HEMOSENSE, INC. CHANGE OF CONTROL SEVERANCE AGREEMENT (May 6th, 2005)

This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between (the “Employee”) and HemoSense, Inc., a Delaware Corporation (the “Company”), effective as of , 2002 (the “Effective Date”).

Hemosense Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HEMOSENSE, INC. (May 6th, 2005)

HemoSense, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

Hemosense Inc – AMENDED AND RESTATED BYLAWS OF HEMOSENSE, INC. (as amended on March 28, 2005 effective as of the closing of the corporation’s initial public offering) (May 6th, 2005)