Biomimetic Therapeutics, Inc. Sample Contracts

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Common Stock
Underwriting Agreement • April 3rd, 2006 • Biomimetic Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
RECITALS
Patent Purchase Agreement • February 10th, 2006 • Biomimetic Therapeutics, Inc. • Delaware
ARTICLE 1
Lease Agreement • February 10th, 2006 • Biomimetic Therapeutics, Inc. • Tennessee
EXCLUSIVE PATENT LICENSE AGREEMENT BETWEEN BIOMIMETIC PHARMACEUTICALS, INC. AND ZYMOGENETICS, INC.
Exclusive Patent License Agreement • May 10th, 2006 • Biomimetic Therapeutics, Inc. • Surgical & medical instruments & apparatus • Washington
AGREEMENT AND PLAN OF MERGER by and among BIOMIMETIC THERAPEUTICS, INC., WRIGHT MEDICAL GROUP, INC., ACHILLES MERGER SUBSIDIARY, INC. AND ACHILLES ACQUISITION SUBSIDIARY, LLC Dated as of November 19, 2012
Agreement and Plan of Merger • November 19th, 2012 • Biomimetic Therapeutics, Inc. • Surgical & medical instruments & apparatus • Delaware

AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of November 19, 2012 by and among BioMimetic Therapeutics, Inc., a Delaware corporation (the “Company”), Wright Medical Group, Inc., a Delaware corporation (“Parent”), Achilles Merger Subsidiary, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”) and Achilles Acquisition Subsidiary, LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Parent (“Sister Subsidiary”).

Shares BioMimetic Therapeutics, Inc. Common Stock ($0.001 Par Value) UNDERWRITING AGREEMENT
Underwriting Agreement • February 2nd, 2007 • Biomimetic Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York

BioMimetic Therapeutics, Inc., a Delaware corporation (the “Company”), Samuel Lynch (“Selling Stockholder A”) and [____] (the “Other Selling Stockholders” and together with Selling Stockholder A, the “Selling Stockholders”) propose to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of [___] shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”) of which [___] shares will be sold by the Company and [__] shares will be sold by the Selling Stockholders. The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto and the respective amounts to be sold by the Selling Stockholders are set forth opposite their names on Schedule II. The Company and the Selling Stockholders are sometimes referred to herein collectively as the “Sellers”. The Company [and the Sel

AMENDMENT TO SECOND AMENDED AND RESTATED INFORMATION AND REGISTRATION RIGHTS AGREEMENT
Information and Registration Rights Agreement • April 3rd, 2006 • Biomimetic Therapeutics, Inc. • Surgical & medical instruments & apparatus
RECITALS
Exclusive Sublicense Agreement • May 10th, 2006 • Biomimetic Therapeutics, Inc. • Surgical & medical instruments & apparatus • Tennessee
BIOMIMETIC THERAPEUTICS, INC., as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of [____________, _____] Subordinated Debt Securities
Indenture • September 1st, 2009 • Biomimetic Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York

THIS INDENTURE, dated as of [__________, ____] between BioMimetic Therapeutics, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”, which term shall include any successor trustee appointed pursuant to Article 7 of this Indenture).

CONTINGENT VALUE RIGHTS AGREEMENT by and between WRIGHT MEDICAL GROUP, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Dated as of [ — ]
Contingent Value Rights Agreement • November 19th, 2012 • Biomimetic Therapeutics, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [—] (this “CVR Agreement”), by and between Wright Medical Group, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as trustee (the “Trustee”), in favor of each person who from time to time holds one or more Contingent Value Rights (the “Securities” or “CVRs” and, each individually, a “Security” or a “CVR”) to receive cash payments in the amounts and subject to the terms and conditions set forth herein.

EMPLOYMENT AGREEMENT
Employment Agreement • November 5th, 2009 • Biomimetic Therapeutics, Inc. • Surgical & medical instruments & apparatus • Tennessee

This EMPLOYMENT AGREEMENT (“Agreement”) made effective as of July 17, 2009 by and between BioMimetic Therapeutics, Inc., a Delaware corporation (the “Company”), and Larry Bullock (the “Executive”).

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RETENTION AGREEMENT
Retention Agreement • December 24th, 2012 • Biomimetic Therapeutics, Inc. • Surgical & medical instruments & apparatus • Delaware

This RETENTION AGREEMENT (this “Agreement”) is made and entered into as of the 20th day of December, 2012 (the “Effective Date”) by and among BioMimetic Therapeutics, Inc. (the “Company”), Wright Medical Group, Inc., a Delaware corporation (the “Parent”) and Dr. Samuel E. Lynch (the “Executive” and, with the Company and the Parent, the “Parties”).

SECOND EXCLUSIVE PATENT LICENSE AGREEMENT BETWEEN BIOMIMETIC PHARMACEUTICALS, INC. AND ZYMOGENETICS, INC.
Second Exclusive Patent License Agreement • May 10th, 2006 • Biomimetic Therapeutics, Inc. • Surgical & medical instruments & apparatus • Washington
RETENTION AGREEMENT
Retention Agreement • December 24th, 2012 • Biomimetic Therapeutics, Inc. • Surgical & medical instruments & apparatus • Delaware

This RETENTION AGREEMENT (this “Agreement”) is made and entered into as of the 20th day of December, 2012 (the “Effective Date”) by and between BioMimetic Therapeutics, Inc. (including its successors, the “Company”) and Larry Bullock (the “Executive” and, with the Company, the “Parties”).

RETENTION AGREEMENT
Retention Agreement • December 24th, 2012 • Biomimetic Therapeutics, Inc. • Surgical & medical instruments & apparatus • Delaware

This RETENTION AGREEMENT (this “Agreement”) is made and entered into as of the 19th day of December, 2012 (the “Effective Date”) by and between BioMimetic Therapeutics, Inc. (the “Company”) and Russ Pagano (the “Executive” and, with the Company, the “Parties”).

STANDBY PURCHASE AGREEMENT
Standby Purchase Agreement • May 14th, 2009 • Biomimetic Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York

we have agreed to bear all reasonable expenses incurred in connection with the registration and sale of the common stock offered by the selling stockholders.

LEASE AGREEMENT
Lease Agreement • August 21st, 2007 • Biomimetic Therapeutics, Inc. • Surgical & medical instruments & apparatus • Tennessee

THIS LEASE AGREEMENT (the “Lease”) dated as of the 17th day of August, 2007, to be effective on the date last executed below, under the terms and conditions hereinafter set forth, is made and entered into by and between NOBLEGENE DEVELOPMENT, LLC, a Tennessee limited liability company (the “Landlord”) and BIOMIMETIC THERAPEUTICS, INC., a Delaware corporation (the “Tenant”).

EMPLOYMENT AGREEMENT
Employment Agreement • November 19th, 2012 • Biomimetic Therapeutics, Inc. • Surgical & medical instruments & apparatus • Tennessee

This EMPLOYMENT AGREEMENT (“Agreement”) made effective as of July 17, 2012 by and between BioMimetic Therapeutics, Inc., a Delaware corporation (the “Company”), and Larry Bullock (the “Executive”).

AMENDED AND RESTATED MANUFACTURING AND SUPPLY AGREEMENT
Manufacturing and Supply Agreement • March 12th, 2010 • Biomimetic Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York

This Amended and Restated Manufacturing And Supply Agreement (“Agreement”), effective as of 01 December, 2009 (“Effective Date”), is made by and between Novartis Vaccines and Diagnostics, Inc with its headquarters located at 350 Massachusetts Avenue, Cambridge, MA 02139 USA (“Novartis”), and BioMimetic Therapeutics, Inc., a Delaware corporation with its headquarters located at 389 Nichol Mill Lane, Franklin, Tennessee 37067 (“BMTI”).

SEPARATION AGREEMENT AND FULL RELEASE
Separation Agreement and Full Release • November 10th, 2008 • Biomimetic Therapeutics, Inc. • Surgical & medical instruments & apparatus • Tennessee

This Agreement is made and entered into this the 30th day of September, 2008 by and between BioMimetic Therapeutics, Inc., a Delaware corporation with its principal business address at 389 Nichol Mill Lane, Franklin, TN 37067 (the “Company”), and Charles E. Hart (“Employee”) on the following terms and conditions.

LICENSE AGREEMENT
License Agreement • March 12th, 2008 • Biomimetic Therapeutics, Inc. • Surgical & medical instruments & apparatus • Delaware

This Exclusive License Agreement (this “Agreement”) is entered into on January 4, 2008 (the “Effective Date”) between BioMimetic Therapeutics, Inc. (“BMTI”), a Delaware corporation, and Luitpold Pharmaceuticals, Inc. (“Luitpold”), a New York corporation (each, individually, a “Party” and, collectively, the “Parties”).

AGREEMENT TERMINATING MANUFACTURING AND SUPPLY AGREEMENT
Agreement Terminating • March 12th, 2008 • Biomimetic Therapeutics, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS AGREEMENT TERMINATING MANUFACTURING AND SUPPLY AGREEMENT (this “Agreement”), is entered into as of January 4, 2008, between BioMimetic Therapeutics, Inc., a Delaware corporation (f/k/a BioMimetic Pharmaceuticals, Inc.) (“BMTI”), and Luitpold Pharmaceuticals, Inc., a New York corporation (“Luitpold”). BMTI and Luitpold are each a “party” and are together, the “parties” to this Agreement.

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