Sales AgreementSales Agreement • March 18th, 2013 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
Hansen Medical, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
INDEMNITY AGREEMENTIndemnity Agreement • March 18th, 2013 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , is made by and between Hansen Medical, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
14,000,000 Shares HANSEN MEDICAL, INC. Common Stock PURCHASE AGREEMENTPurchase Agreement • April 20th, 2010 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
Hansen Medical, Inc., a Delaware corporation (the “Company”), proposes to sell to Piper Jaffray & Co. (the “Underwriter”), an aggregate of 14,000,000 shares (the “Firm Shares”) of Common Stock, $0.0001 par value per share (the “Common Stock”), of the Company. The Company has also granted to the Underwriter an option to purchase up to 2,100,000 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.”
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 9th, 2011 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 8, 2011 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, the “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (each a “Lender” and collectively, the “Lenders”), and HANSEN MEDICAL, INC., a Delaware corporation with offices located at 800 East Middlefield Road, Mountain View, CA 94043 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
11,692,000 Shares HANSEN MEDICAL, INC. Common Stock PURCHASE AGREEMENTPurchase Agreement • April 20th, 2009 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
Hansen Medical, Inc., a Delaware corporation (the “Company”), proposes to sell to Piper Jaffray & Co. (the “Underwriter”), an aggregate of 11,692,000 shares (the “Shares”) of Common Stock, $0.0001 par value per share (the “Common Stock”), of the Company.
INDEMNITY AGREEMENTIndemnity Agreement • October 2nd, 2006 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 2006, is made by and between Hansen Medical, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
RETENTION AGREEMENTRetention Agreement • May 10th, 2013 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
This Retention Agreement (the “Agreement”) is entered into as of [date] by and between [Executive Name] and Hansen Medical, Inc. (the “Corporation”).
ContractHansen Medical Inc • March 12th, 2015 • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, PURSUANT TO REGISTRATION OR QUALIFICATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.
ContractHansen Medical Inc • August 16th, 2006 • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 27th, 2008 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and HANSEN MEDICAL, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 31st, 2013 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of July 30, 2013, between Hansen Medical, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Exhibit A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 12th, 2015 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made as of March 11, 2015 by and among Hansen Medical, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), Oracle Partners, LP, Oracle Institutional Partners, LP and Oracle Ten Fund Master, LP (together, “Oracle”), Schuler Family Foundation (the “Schuler Family Foundation” and together with Oracle, the “Principal Purchasers”) and the other parties whose names appear on the signature pages hereto (collectively with the Principal Purchasers and those existing investors whose names appear on Schedule I hereto, the “Purchasers”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 18th, 2013 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
This STOCK PURCHASE AGREEMENT (this “Agreement”) dated October 26, 2012, is entered into by and among Hansen Medical, Inc., a Delaware corporation (the “Company”), and Intuitive Surgical Operations, Inc., a Delaware corporation (the “Investor”).
CROSS LICENSE AGREEMENTCross License Agreement • November 13th, 2006 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
This Cross License Agreement (“Cross License”), dated as of September 1, 2005 (“Effective Date”), is made by and between Intuitive Surgical, Inc., a Delaware corporation having its principal place of business at 950 Kifer Road, Sunnyvale, California 94086, (“ISI”), and Hansen Medical, Inc., a Delaware corporation having its principal place of business at 380 North Bernardo Avenue, Mountain View, California 94043 (“Hansen”). Hansen and ISI may be referred to herein individually as a “Party”, and collectively as the “Parties”.
Hansen Medical, Inc. Option Agreement (Nonstatutory Stock Option)Option Agreement • October 31st, 2006 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
Pursuant to your Option Grant Notice (“Grant Notice”) and this Option Agreement, Hansen Medical, Inc. (the “Company”) has granted you a stock option under its 2006 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
AGREEMENT AND PLAN OF MERGER among AURIS SURGICAL ROBOTICS, INC., PINECO ACQUISITION CORP. and HANSEN MEDICAL, INC. Dated as of April 19, 2016Agreement and Plan of Merger • April 20th, 2016 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of April 19, 2016 (this “Agreement”), by and among Auris Surgical Robotics, Inc., a Delaware corporation (“Parent”), Pineco Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Sub”), and Hansen Medical, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Annex I, and other capitalized terms used in this Agreement are defined in the Sections where such terms first appear.
CONFIDENTIAL SETTLEMENT AGREEMENTConfidential Settlement Agreement • May 10th, 2010 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
This Confidential Settlement Agreement (“Agreement”) is entered into as of December 11, 2009, by and between Luna Innovations, Inc. (“Luna”) and Luna Technologies, Inc. (“Luna Technologies”) (collectively, the “Debtors”), and Hansen Medical, Inc. (“Hansen”) (together with the Debtors, the “Parties”).
WARRANT TO PURCHASE COMMON STOCK OF LUNA INNOVATIONS INCORPORATEDLuna Innovations Incorporated • May 10th, 2010 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This certifies that Hansen Medical, Inc. (the “Holder”), for value received, and contingent upon the satisfaction of the conditions set forth in Section 1 below, is entitled to purchase, at a purchase price of $0.01 per share (the “Stock Purchase Price”), from Luna Innovations Incorporated, a Delaware corporation (the “Company”), up to that number, if any, of fully paid and nonassessable shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), equal to the Warrant Shares, as determined in accordance with the following calculation:
LICENSE AGREEMENTLicense Agreement • November 13th, 2006 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS AGREEMENT is made and entered into effective March 7, 2003 (“Effective Date”) by Mitsubishi Electric Research Laboratories, Inc. (“MERL”), a Delaware corporation, having its principal place of business at 201 Broadway, Cambridge, MA 02139 and AutoCath, Inc. (“AutoCath”), a Delaware corporation, having its principal place of business at 811 Hansen Way, Building 2, Palo Alto, California 94304.
HANSEN MEDICAL, INC. NON-PLAN OPTION GRANT NOTICEOption Agreement • August 8th, 2011 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
Hansen Medical, Inc. (the “Company”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth herein and in the Option Agreement and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of August 23, 2013 among HANSEN MEDICAL, INC., as Borrower, THE ENTITIES FROM TIME TO TIME PARTY HERETO, as Lenders, and WHITE OAK GLOBAL ADVISORS, LLC, as AgentLoan and Security Agreement • November 8th, 2013 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 23, 2013 is entered into among WHITE OAK GLOBAL ADVISORS, LLC, a Delaware limited liability company with an office located at 88 Kearney Street, Fourth Floor, San Francisco, California 94108, as Agent, the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time, including White Oak in its capacity as a Lender (each, a “Lender” and collectively, the “Lenders”), and HANSEN MEDICAL, INC., a Delaware corporation with offices located at 800 East Middlefield Road, Mountain View, CA 94043 (“Borrower”), with reference to the following facts:
SECURITY AGREEMENTSecurity Agreement • May 10th, 2010 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS SECURITY AGREEMENT (this “Agreement”), dated as of January 12, 2010, is made by and among Luna Innovations Incorporated, a Delaware corporation (“LII”), Luna Technologies, Inc., a Delaware corporation (“LTI”, and, together with LII, individually as a “Debtor” and collectively as “Debtors”) and Hansen Medical, Inc., a Delaware corporation (“Secured Party”).
Hansen Medical, Inc. Option Agreement (Nonstatutory Stock Option)Option Agreement • March 18th, 2013 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
Pursuant to your Option Grant Notice (“Grant Notice”) and this Option Agreement, Hansen Medical, Inc. (the “Company”) has granted you a stock option under its 2006 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
LEASE BETWEEN MTV RESEARCH, LLC (“LANDLORD”) AND HANSEN MEDICAL, INC. (“TENANT”)Lease • November 2nd, 2007 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS LEASE is made as of July 18, 2007, by and between MTV RESEARCH, LLC, a Delaware limited liability company (“Landlord”), and HANSEN MEDICAL, INC., a Delaware corporation (“Tenant”).
SECURED PROMISSORY NOTESecurity Agreement • May 10th, 2010 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
FOR VALUE RECEIVED, the undersigned, Luna Innovations Incorporated, a Delaware corporation, and Luna Technologies, Inc., a Delaware corporation (individually and collectively, called the “Borrower”), HEREBY UNCONDITIONALLY JOINTLY AND SEVERALLY PROMISE TO PAY to the order of Hansen Medical, Inc., a Delaware corporation (the “Lender”), the principal sum of FIVE MILLION UNITED STATES DOLLARS (U.S. $5,000,000.00), in sixteen (16) equal consecutive installments, commencing on April 12, 2010, with subsequent installments payable on the last Business Day of each July, October, January and April (each a “Payment Date”) of each calendar year thereafter in accordance with the amortization schedule set forth on Exhibit A attached hereto, and with the last such installment to be due and payable on January 31, 2014 (as the same may be accelerated as provided herein, the “Maturity Date”) and in the amount necessary to repay in full the unpaid principal balance hereof.
Shares HANSEN MEDICAL, INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • November 13th, 2006 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
The undersigned understands that J.P. Morgan Securities Inc. (“J.P. Morgan”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Hansen Medical, Inc., a Delaware corporation (the “Company”), providing for the public offering pursuant to a registration statement on Form S-1 as filed with the U.S. Securities and Exchange Commission (the “Public Offering”) by the several Underwriters named in Schedule I to the Underwriting Agreement, including J.P. Morgan and Morgan Stanley (the “Underwriters”), of shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 8th, 2013 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made as of August 8, 2013 by and among Hansen Medical, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), Oracle Partners, LP, Oracle Institutional Partners, LP and Oracle Ten Fund Master, LP (together, “Oracle”), Schuler Family Foundation (the “Schuler Family Foundation” and together with Oracle, the “Principal Purchasers”) and the other purchasers named in the Purchase Agreement (as defined below) (collectively, the “Purchasers”).
RETENTION AGREEMENTRetention Agreement • April 22nd, 2016 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
This Retention Agreement (the “Agreement”) is entered into as of April 18, 2016 (the “Effective Date”), by and between Christopher P. Lowe (“Employee”) and Hansen Medical, Inc. (the “Corporation”).
AMENDMENT NO. 1 TO EXTENDED JOINT DEVELOPMENT AGREEMENTExtended Joint Development Agreement • May 10th, 2011 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
This Amendment No. 1 to Extended Joint Development Agreement (this “Amendment”) is entered into as of February 3, 2011 (the “Effective Date”), by and between Philips Medical Systems Nederland B.V. (“Philips”) and Hansen Medical, Inc.
December 2, 2005 Larry J. Strauss Dear Larry:Hansen Medical Inc • August 16th, 2006 • California
This letter sets forth the terms of the separation agreement (the “Agreement”) that Hansen Medical, Inc. (the “Company”) is offering to you to aid in your employment transition.
LICENSE AGREEMENT BETWEEN HANSEN AND LUNALicense Agreement Between Hansen and Luna • March 16th, 2010 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This License Agreement between Hansen and Luna (“Agreement”) is dated and made effective as of the Effective Date by and between Luna Innovations Incorporated, a Delaware corporation, together with Luna Technologies, Inc., a Delaware corporation (acting jointly and severally, individually and collectively, “Luna”) and Hansen Medical, Inc., a Delaware corporation (“Hansen”). Individually, Luna and Hansen are referred to individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TO EXTENDED JOINT DEVELOPMENT AGREEMENTExtended Joint Development Agreement • November 7th, 2011 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
This Amendment No. 1 to Extended Joint Development Agreement (this “Amendment”) is entered into as of February 3, 2011 (the “Effective Date”), by and between Philips Medical Systems Nederland B.V. (“Philips”) and Hansen Medical, Inc.
HANSEN MEDICAL, INC. May 12, 2014Hansen Medical Inc • August 8th, 2014 • Orthopedic, prosthetic & surgical appliances & supplies
Hansen Medical, Inc. (the “Company”) is pleased to offer you enhancements to your Retention Agreement with the Company dated as of January 10, 2013 (the Retention Agreement”), as described in this letter.
HANSEN MEDICAL, INC. FIRST AMENDMENT TO OFFICE LEASEOffice Lease • March 13th, 2014 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
This FIRST AMENDMENT TO OFFICE LEASE, (the “First Amendment”) is made and entered into as of June 27, 2008 by and between BP MV RESEARCH PARK LLC, a Delaware limited liability company (“Landlord”), and HANSEN MEDICAL, INC., a Delaware corporation (“Tenant”).
HANSEN MEDICAL, INC. SECOND AMENDMENT TO OFFICE LEASEOffice Lease • March 13th, 2014 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
This SECOND AMENDMENT TO OFFICE LEASE, (the “Second Amendment”) is made and entered into as of December 18, 2013 by and between BXP RESEARCH PARK LP, a Delaware limited partnership, formerly known as BXP RESEARCH PARK LLC, a Delaware limited liability company, and successor-in-interest to MTV RESEARCH, LLC, a Delaware liability company (“Landlord”), and HANSEN MEDICAL, INC., a Delaware corporation (“Tenant”).
