BIOFORM MEDICAL, INC. [ ] Shares of Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • October 22nd, 2007 • Bioform Medical Inc • Pharmaceutical preparations • New York
BioForm Medical, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of shares of common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are herein referred to as the “Stock”.
BIOFORM MEDICAL, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 20th, 2007 • Bioform Medical Inc • Delaware
THIS AGREEMENT is entered into, effective as of _____________, 2007 by and between BioForm Medical, Inc., a Delaware corporation (the “Company”), and __________ (“Indemnitee”), effective as of the date that the Registration Statement on Form S-1 related to the initial public offering of the Company’s Common Stock is declared effective by the United States Securities and Exchange Commission.
LICENSING and DISTRIBUTION AGREEMENTConfidential Treatment • October 29th, 2007 • Bioform Medical Inc • Pharmaceutical preparations
Chemische Fabrik KREUSSLER & Co. GmbH with its registered office in 65203 Wiesbaden, Federal Republic of Germany, at Rheingaustrasse 87 - 93 (hereinafter referred to as KREUSSLER)
EXCLUSIVE DEVELOPMENT, DISTRIBUTION, AND SUPPLY AGREEMENTDistribution, and Supply Agreement • October 29th, 2007 • Bioform Medical Inc • Pharmaceutical preparations • New York
This EXCLUSIVE DEVELOPMENT, DISTRIBUTION, AND SUPPLY AGREEMENT (the “Agreement”) is entered into as of October 27th, 2006 (the “Effective Date”), by and between (i) CryoLife, Inc., a Florida corporation, having a principal place of business at 1655 Roberts Blvd. NW, Kennesaw, Georgia 30144 (“Supplier”), and (ii) BioForm Medical, Inc., a Delaware corporation having a principal place of business at 1875 South Grant Street, Suite 110, San Mateo, California 94402 (“BioForm”).
SUPPLY AGREEMENTSupply Agreement • October 22nd, 2007 • Bioform Medical Inc • Pharmaceutical preparations • Delaware
This Agreement made and entered into this 2nd day of May 2005 (hereinafter “EFFECTIVE DATE”) by and between BIOFORM MEDICAL, INC. 4133 Courtney Rd, Franksville, Wisconsin, 53404, USA (hereinafter “BIOFORM”) and, CERAMED DENTAL, LLC, doing business as DENTSPLY FRIADENT CERAMED, 12860 West Cedar Drive, Lakewood, Colorado 80228 (hereinafter “DFC”).
EXCLUSIVE SUPPLY AGREEMENT CONFIDENTIALExclusive Supply Agreement Confidential • October 22nd, 2007 • Bioform Medical Inc • Pharmaceutical preparations • New Jersey
This Agreement made and entered into this 11th day of November 1997, ( hereinafter “EFFECTIVE DATE”) by and between ConvaTec, a Division of E.R. Squibb and Sons, Inc., 100 Headquarters Park Drive, Skillman, New Jersey 08558, USA (hereinafter “CONVATEC”) and, CAM IMPLANTS B.V., Zernikedreef 6, 2333 CL Leiden, The Netherlands (hereinafter “CAM”).
SERIES D PREFERRED STOCK PURCHASE AGREEMENTSeries D Preferred Stock Purchase Agreement • October 15th, 2007 • Bioform Medical Inc • Pharmaceutical preparations • California
This Series D Preferred Stock Purchase Agreement (this “Agreement”) is made as of June 28, 2006, by and among BioForm Medical, Inc., a Delaware corporation (the “Company”), and the persons and entities (each, an “Investor” and collectively, the “Investors”) listed on the Schedule of Investors attached hereto as Exhibit A (the “Schedule of Investors”).
SETTLEMENT AND LICENSE AGREEMENTSettlement and License Agreement • August 20th, 2007 • Bioform Medical Inc • California
This SETTLEMENT AND LICENSE AGREEMENT (the “Agreement”) is entered into effective as of the 31st day of October 2005 (the “Effective Date”) by BioForm Medical, Inc., a Delaware corporation, and BioForm Medical Europe B.V., a Netherlands Corporation (together “BioForm”), Artes Medical USA, Inc., a Delaware corporation (“Artes”) and Dr. Martin Lemperle, a German national residing at **** Frankfurt am Main, Federal Republic of Germany (“Lemperle”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 26th, 2008 • Bioform Medical Inc • Surgical & medical instruments & apparatus • California
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of April 29, 2008, by and between BioForm Medical, Inc., a Delaware corporation (“Buyer” or “BioForm”) and Advanced Cosmetic Intervention, Inc., a Colorado corporation (“Seller” or “ACI”). ACI and BioForm may be referred to herein individually as a “Party” and collectively as the “Parties”. Certain other capitalized terms used in this Agreement are defined in Section 1.
AGREEMENT AND PLAN OF MERGER among MERZ GMBH & CO. KGAA, VINE ACQUISITION CORP. and BIOFORM MEDICAL, INC. Dated as of December 31, 2009Agreement and Plan of Merger • January 4th, 2010 • Bioform Medical Inc • Surgical & medical instruments & apparatus • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of December 31, 2009 (this “Agreement”), among MERZ GMBH & CO. KGAA, an entity formed under the laws of the Republic of Germany (“Parent”), VINE ACQUISITION CORP., a Delaware corporation and an indirect wholly-owned Subsidiary of Parent (“Purchaser”), and BIOFORM MEDICAL, INC., a Delaware corporation (the “Company”).
LEASELease • August 20th, 2007 • Bioform Medical Inc • Wisconsin
SELLER GRANTS THIS OPTION, THE WARRANTIES, REPRESENTATIONS AND COVENANTS MADE IN THIS OPTION SURVIVE CLOSING AND THE CONVEYANCE OF THE PROPERTY. THE UNDERSIGNED HEREBY AGREES TO CONVEY THE ABOVE-MENTIONED PROPERTY ON THE TERMS AND CONDITIONS AS SET FORTH HEREIN AND ACKNOWLEDGES RECEIPT OF A COPY OF THIS OPTION.
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement and Mutual Release • February 16th, 2010 • Bioform Medical Inc • Surgical & medical instruments & apparatus • California
This Settlement Agreement and Mutual Release (“Agreement”) is entered into as of this 22ND day of October, 2009 (“Effective Date”) by and between BioForm Medical, Inc., a Delaware corporation (“BioForm”), and Advanced Cosmetic Intervention, Inc., a Colorado corporation. (“ACI”), (BioForm and ACI, as defined further herein, together, shall be referred to as the “Parties” and each a “Party”).
SECOND LICENSE AGREEMENTLicense Agreement • September 24th, 2007 • Bioform Medical Inc • Pharmaceutical preparations • California
This SECOND LICENSE AGREEMENT (“Second Agreement”) is made and entered into as of the 21st day of September, 2007 (“Effective Date”), by and between BioForm Medical, Inc., a Delaware corporation, and BioForm Medical Europe B.V., a Netherlands corporation (together “BioForm”) and Artes Medical, Inc., a Delaware corporation (“Artes”). BioForm and Artes shall be collectively referred to herein as the “Parties.”
AMENDMENT NO. 1 TO BIOFORM MEDICAL, INC. SERIES C PREFERRED STOCK FINANCING AGREEMENTSBioform Medical Inc • October 15th, 2007 • Pharmaceutical preparations • California
THIS AMENDMENT NO. 1 TO BIOFORM MEDICAL, INC. SERIES C PREFERRED STOCK FINANCING AGREEMENTS (this “Amendment”), effective as of November 18, 2005, amends certain provisions of the Series C Preferred Stock Purchase Agreement entered into as of February 14, 2004 by and between Bioform Medical, Inc. (the “Company”) and the parties listed on the Schedule of Investors to such agreement (such parties, the “Investors,” and such agreement, the “Purchase Agreement”).
BIOFORM MEDICAL, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 20th, 2007 • Bioform Medical Inc • California
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of June 28, 2006, by and between BioForm Medical, Inc., a Delaware corporation (the “Company”) and the individuals and entities listed on Exhibit A (the “Investors”) by virtue of the execution of this Agreement by the holders of at least a majority of the Registrable Securities outstanding and subject to the Amended and Restated Investors’ Rights Agreement dated February 12, 2004 (the “Original Agreement”). This Agreement hereby amends and restates in its entirety the Original Agreement.
BIOFORM MEDICAL, INC. SERIES E PREFERRED STOCK STOCK SUBSCRIPTION AGREEMENTSeries E Preferred Stock • October 15th, 2007 • Bioform Medical Inc • Pharmaceutical preparations • California
This Series E Preferred Stock Subscription Agreement (this “Agreement”) is entered into by and between BioForm Medical, Inc., a Delaware corporation (the “Company”) and the individual or entity (the “Purchaser”) whose name appears, and as of the date set forth, on the last page of this Agreement.
