FOXHOLLOW TECHNOLOGIES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 13th, 2004 • Fox Hollow Technologies Inc • Delaware
This Indemnification Agreement (“Agreement”) is made as of this day of , , by and between FoxHollow Technologies, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG FOXHOLLOW TECHNOLOGIES, INC., NAVAJO ACQUISITION CORPORATION, KERBEROS PROXIMAL SOLUTIONS, INC., RESEARCH CORPORATION TECHNOLOGIES, INC., RCT BIOVENTURES WEST, L.L.C., TAC ASSOCIATES, L.P., THREE ARCH...Agreement and Plan of Merger • August 28th, 2006 • Foxhollow Technologies, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of August 26, 2006 by and among FoxHollow Technologies, Inc., a Delaware corporation (“Parent”), Navajo Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Kerberos Proximal Solutions, Inc., a Delaware corporation (the “Company”), Research Corporation Technologies, Inc., RCT BioVentures West, L.L.C., TAC Associates, L.P., Three Arch Associates IV, L.P., Three Arch Capital, L.P. and Three Arch Partners IV, L.P. (each, a “Principal Stockholder,” and collectively, the “Principal Stockholders”), and Chris Martin and Randall King Nelson, as securityholder representatives (the “Securityholder Representatives”) and U.S. Bank National Association as Escrow Agent (the “Escrow Agent”). All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in Article I hereof.
LEASELease • November 14th, 2006 • Foxhollow Technologies, Inc. • Surgical & medical instruments & apparatus • California
THIS LEASE (“Lease”) is made and entered into as of November 3, 2006 (the “Lease Commencement Date”), by and between SLOUGH REDWOOD CITY, LLC, a Delaware limited liability company (“Landlord”), and FOXHOLLOW TECHNOLOGIES, INC., a Delaware corporation (“Tenant”).
FOXHOLLOW TECHNOLOGIES, INC.Equity Incentive Plan • May 9th, 2007 • Foxhollow Technologies, Inc. • Surgical & medical instruments & apparatus • California
Unless otherwise defined herein, the terms defined in the 2004 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Performance Unit Agreement (the “Agreement”). Performance Units are also referred to as Restricted Stock Units, or RSUs.
AMENDED AND RESTATED COLLABORATION AND LICENSE AGREEMENT by and between MERCK & CO., INC. and FOXHOLLOW TECHNOLOGIES, INC.Collaboration and License Agreement • November 9th, 2006 • Foxhollow Technologies, Inc. • Surgical & medical instruments & apparatus • New York
This Amended and Restated Collaboration and License Agreement (as may be amended from time to time, this “Agreement”) dated as of September 26, 2006, (the “Restatement Date”) is entered into by and between Merck & Co., Inc., a New Jersey corporation, having offices at One Merck Drive, Whitehouse Station, New Jersey (“Merck”), and FoxHollow Technologies, Inc., a Delaware corporation, having offices at 740 Bay Road, Redwood City, California (“FHT”), and amends and restates in its entirety that certain Collaboration and License Agreement, effective as of September 15, 2005 (the “Original Effective Date”), between Merck and FHT (the “Original Agreement”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • November 14th, 2006 • Foxhollow Technologies, Inc. • Surgical & medical instruments & apparatus
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”) dated October 19, 2006 for reference purposes only is made by and between FoxHollow Technologies, Inc., a Delaware corporation (“Assignor”), and Google, Inc., a Delaware corporation (“Assignee”).
REIMBURSEMENT AGREEMENTReimbursement Agreement • March 7th, 2006 • Foxhollow Technologies, Inc. • Surgical & medical instruments & apparatus
This Reimbursement Agreement (the “Agreement”) is made and entered into effective as of September 1, 2005 (the “Effective Date”), by and among JBS Consulting, LLC, a Delaware limited liability company (“JBS”), Dr. John B. Simpson, an individual (“Simpson”) and Foxhollow Technologies, Inc., a Delaware corporation (“FTI”), and is made and entered into with reference to the following facts and objectives:
SUPPLIER AGREEMENT Norman Noble, Inc. Fox Hollow Technologies, Inc. AMENDED SUPPLIER AGREEMENTAmended Supplier Agreement • September 28th, 2006 • Foxhollow Technologies, Inc. • Surgical & medical instruments & apparatus • Ohio
This Amended Supplier Agreement (“Agreement”), dated September 26, 2006, replaces in its entirety the Supplier Agreement entered into between the parties dated effective as of March 25, 2005 (the “Effective Date”). This Amended Supplier Agreement is, by and between Norman Noble, Inc., an Ohio corporation, having its offices at 5507 Avion Park Drive, Highland Heights, Ohio 44143(“NNI”) and Fox Hollow Technologies, Inc. a Delaware corporation, having offices at 740 Bay Road, Redwood, California 94063 (“FHT”).
AMENDMENT, WAIVER, CONSENT AND ASSUMPTION AGREEMENTConsent and Assumption Agreement • July 23rd, 2007 • Foxhollow Technologies, Inc. • Surgical & medical instruments & apparatus • New York
This AMENDMENT, WAIVER, CONSENT AND ASSUMPTION AGREEMENT, dated as of July 21, 2007 (this “Agreement”), is by and among Merck & Co., Inc., a New Jersey corporation (“Merck”), FoxHollow Technologies, Inc., a Delaware corporation (“FoxHollow”), and ev3 Inc., a Delaware corporation (“ev3”).
FOXHOLLOW TECHNOLOGIES, INC. SEVERANCE AGREEMENTSeverance Agreement • May 9th, 2007 • Foxhollow Technologies, Inc. • Surgical & medical instruments & apparatus • California
This Severance Agreement (the “Agreement”) is made and entered into effective as of February ___, 2007 (the “Effective Date”), by and between Kevin Cordell (the “Employee”) and FoxHollow Technologies, Inc., a Delaware corporation (the “Company”).
FIRST AMENDMENT TO SUBLEASE AGREEMENTSublease Agreement • August 13th, 2004 • Fox Hollow Technologies Inc
This First Amendment to Lease Agreement (the “First Amendment”) is made and entered into this 17th day of September 2002, by and between Perclose, Inc., a Delaware corporation (“Sublessor”) and FoxHollow Technologies, Inc., a Delaware corporation (“Sublessee”).
FOX HOLLOW TECHNOLOGIES, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT February 24, 2004Investors’ Rights Agreement • August 13th, 2004 • Fox Hollow Technologies Inc • California
This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is entered into as of February 24, 2004 by and among Fox Hollow Technologies, Inc., a Delaware corporation (the “Company”), and the investors listed on the signature pages attached hereto, which may be amended from time to time (individually an “Investor” and collectively, the “Investors”).
FOX HOLLOW TECHNOLOGIES, INC. CONSULTING AGREEMENTConsulting Agreement • August 13th, 2004 • Fox Hollow Technologies Inc • California
This Consulting Agreement, including the attached Exhibits (“Agreement”) is made and entered into as of 21 May 2004 (the “Effective Date”) by and between FOX HOLLOW TECHNOLOGIES, INC., a Delaware corporation having offices at 300 Saginaw Drive, Redwood City, California 94063 (the “Company”) and John B. Simpson, Ph.D., M.D., an individual having offices or residing at [Intentionally omitted] (“Consultant”).
ORIGINAL EQUIPMENT MANUFACTURING AGREEMENT BETWEEN COOK INCORPORATED & FOXHOLLOW TECHNOLOGIES, INC.Original Equipment Manufacturing Agreement • May 9th, 2006 • Foxhollow Technologies, Inc. • Surgical & medical instruments & apparatus • Indiana
This Original Equipment Manufacturing Agreement (“Agreement”) is effective as of the 4th day of May, 2006 (“Effective Date”) by and between Cook Incorporated and (“Cook”), an Indiana corporation, with offices located at 750 Daniels Way, Bloomington Indiana, 46404, and FoxHollow Technologies, Inc. (“FTI”), a Delaware corporation with its principal place of business at 740 Bay Road, Redwood City, California, 94063.
LOGO] Industrial Lease The Willow Park Business Park Menlo Park, California AMB Property, L.P., a Delaware Limited Partnership as Landlord, and FoxHoIlow Technologies, Inc., a Delaware corporation, as TenantIndustrial Lease • March 13th, 2007 • Foxhollow Technologies, Inc. • Surgical & medical instruments & apparatus
FOXHOLLOW TECHNOLOGIES, INC. ROBERT THOMAS SEPARATION AGREEMENT AND RELEASERobert Thomas Separation Agreement and Release • January 9th, 2006 • Foxhollow Technologies, Inc. • Surgical & medical instruments & apparatus • California
This Separation Agreement and Release (“Agreement”) is entered into as of January 3, 2006, by and between Robert W. Thomas (“Employee”) and FoxHollow Technologies, Inc. (“Company”) (collectively referred to as the “Parties”).
MASTER LICENSE AGREEMENTMaster License Agreement • August 13th, 2004 • Fox Hollow Technologies Inc
THIS AGREEMENT by and between SurModics, Inc., a corporation of the State of Minnesota, which has an office at 9924 West 74th Street, Eden Prairie, MN 55344, (hereinafter referred to as SURMODICS), and FoxHollow Technologies, Inc., a corporation of the State of Delaware, which has an office at 3355 Edison Way, Menlo Park, CA 94025 (hereinafter referred to as FOXHOLLOW).
Shares1 FOXHOLLOW TECHNOLOGIES, INC. COMMON STOCK PURCHASE AGREEMENTPurchase Agreement • October 13th, 2004 • Foxhollow Technologies, Inc. • Surgical & medical instruments & apparatus • New York
FoxHollow Technologies, Inc., a Delaware corporation (the “Company”) proposes to sell to the several underwriters named in Schedule I hereto (each an “Underwriter” and collectively the “Underwriters”) an aggregate of shares (the “Firm Shares”) of common stock, $0.001 par value per share (the “Common Stock”), of the Company. The Company has also granted to the Underwriters an option to purchase up to additional shares of Common Stock, on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”
SUBLEASE AGREEMENTLease Agreement • August 13th, 2004 • Fox Hollow Technologies Inc
THIS LEASE is made as of the Lease Date set forth in the Basic Lease Information, by and between the Landlord identified in the Basic Lease Information (“Landlord”), and the Tenant identified in the Basic Lease Information (“Tenant”). Landlord and Tenant hereby agree as follows:
OFFICE BUILDING LEASE by and between WOODSIDE TECHNOLOGY CENTER, LLC, a Delaware limited liability company and FOXHOLLOW TECHNOLOGIES, INC., a Delaware corporationOffice Building Lease • August 13th, 2004 • Fox Hollow Technologies Inc • California
FOXHOLLOW TECHNOLOGIES, INC.Equity Incentive Plan • August 8th, 2007 • Foxhollow Technologies, Inc. • Surgical & medical instruments & apparatus • California
Unless otherwise defined herein, the terms defined in the 2004 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Performance Unit Agreement (the “Agreement”). Performance Units are also referred to as Restricted Stock Units, or RSUs.
FOXHOLLOW TECHNOLOGIES, INC. SECOND AMENDMENT TO THE AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTRights Agreement • October 25th, 2004 • Foxhollow Technologies, Inc. • Surgical & medical instruments & apparatus • California
THIS SECOND AMENDMENT TO THE AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Amendment”) dated October 25, 2004 (the “Effective Date”) is made to the Amended and Restated Investors’ Rights Agreement dated February 24, 2004, as amended (the “Rights Agreement”), by and among FoxHollow Technologies, Inc., a Delaware corporation (the “Company”) and the holders of a majority-in-interest of the Company’s outstanding Registrable Securities (the “Investors”). All defined terms used in this Amendment not otherwise defined herein shall have the same meaning as set forth in the Rights Agreement.
FOXHOLLOW TECHNOLOGIES, INC. FIRST AMENDMENT TO THE AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTRights Agreement • August 13th, 2004 • Fox Hollow Technologies Inc • California
THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Amendment”) dated May 21, 2004 (the “Effective Date”) is made to the Amended and Restated Investors’ Rights Agreement dated February 24, 2004 (the “Rights Agreement”), by and among FoxHollow Technologies, Inc., a Delaware corporation (the “Company”) and the holders of a majority-in-interest of the Company’s outstanding Registrable Securities (the “Existing Investors”). All defined terms used in this Amendment not otherwise defined herein shall have the same meaning as set forth in the Rights Agreement.
SUPPLIER AGREEMENT Norman Noble, Inc. FoxHollow Technologies, Inc.Supplier Agreement • May 13th, 2005 • Foxhollow Technologies, Inc. • Surgical & medical instruments & apparatus • Ohio
This Supplier Agreement (“Agreement”) dated effective as of March 25, 2005 (the “Effective Date”), by and between Norman Noble, Inc., an Ohio corporation, having its offices at 5507 Avion Park Drive, Highland Heights, Ohio 44143 (“NNI”) and Fox Hollow Technologies, Inc. a Delaware corporation, having offices at 740 Bay Road, Redwood, California 94063 (“FHT”).
TIME-SHARING AGREEMENTTime-Sharing Agreement • March 7th, 2006 • Foxhollow Technologies, Inc. • Surgical & medical instruments & apparatus
This Time-Sharing Agreement (the “Agreement”) is made and entered into effective as of September 1, 2005 (the “Effective Date”), by and between JBS Consulting, LLC, a Delaware limited liability company (“Lessor”) and Foxhollow Technologies, Inc., a Delaware corporation (“Lessee”), and is made and entered into with reference to the following facts and objectives:
COLLABORATION AND LICENSE AGREEMENT by and between MERCK & CO., INC. and FOXHOLLOW TECHNOLOGIES, INC.Collaboration and License Agreement • November 1st, 2005 • Foxhollow Technologies, Inc. • Surgical & medical instruments & apparatus • New York
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 ON THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 28th, 2006 • Foxhollow Technologies, Inc. • Surgical & medical instruments & apparatus • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 26, 2006, by and between FoxHollow Technologies, Inc., a Delaware corporation (the “Company”), and Merck & Co., Inc., a New Jersey corporation (the “Purchaser”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 28th, 2006 • Foxhollow Technologies, Inc. • Surgical & medical instruments & apparatus • New York
For illustrative purposes only, the following is an example of the application of the formula set forth above based on a hypothetical set of facts:
AGREEMENT AND PLAN OF MERGER by and among EV3 INC., FOREIGNER MERGER SUB, INC., and FOXHOLLOW TECHNOLOGIES, INC. Dated as of July 21, 2007Agreement and Plan of Merger • July 23rd, 2007 • Foxhollow Technologies, Inc. • Surgical & medical instruments & apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of July 21, 2007 (this “Agreement”), is by and among ev3 Inc., a Delaware corporation (“ev3”), Foreigner Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of ev3 (“Merger Co.”), and FoxHollow Technologies, Inc., a Delaware corporation (“FoxHollow”).
