Exhibit B --------- Joint Filing Agreement The undersigned hereby agree that the statement on Schedule 13D with respect to the common stock, par value $0.01 per share, of ev3 Inc., a Delaware corporation, is, and any amendment thereto signed by each...Joint Filing Agreement • June 21st, 2005 • Ev3 Inc. • Surgical & medical instruments & apparatus
The undersigned hereby agree that the statement on Schedule 13D with respect to the common stock, par value $0.01 per share, of ev3 Inc., a Delaware corporation, is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 27th, 2009 • Ev3 Inc. • Surgical & medical instruments & apparatus • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”), made and executed effective as of the day of , , by and between ev3 Inc., a Delaware corporation (the “Company”), and , an individual resident of the State of (the “Indemnitee”).
ev3 Inc. 8,750,000 Shares Common Stock: UNDERWRITING AGREEMENT dated April , 2007 Banc of America Securities LLC Piper Jaffray & Co. J.P. Morgan Securities Inc.Underwriting Agreement • April 19th, 2007 • Ev3 Inc. • Surgical & medical instruments & apparatus • New York
Introductory. ev3 Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 2,500,000 shares (the “Company Common Shares”) of its common stock, par value $0.01 per share (the “Common Stock”) and the stockholders of the Company named in Schedule B (collectively, the “Selling Stockholders”) severally propose to sell to the Underwriters an aggregate of 6,250,000 shares of Common Stock (the “Selling Stockholders Common Shares”), each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholder’s name in Schedule B. The Company Common Shares and the Selling Stockholders Common Shares are collectively called the “Firm Common Shares”. Furthermore, one of the Selling Stockholders, Warburg, Pincus Equity Partners, L.P. (together with its two affiliated partnerships, Warburg, Pincus Netherlands Equity Partners I, C.V. and Warburg, Pincus Netherlands Equity Partners III,
TENDER AND VOTING AGREEMENTTender and Voting Agreement • June 1st, 2010 • Ev3 Inc. • Surgical & medical instruments & apparatus • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”) dated June 1, 2010, is entered into between Covidien Group S.a.r.l., a Luxembourg company (“Parent”), COV Delaware Corporation, a Delaware corporation and direct or indirect wholly owned subsidiary of Parent (“Purchaser”), Warburg, Pincus Equity Partners, L.P., a limited partnership organized under the laws of Delaware, Warburg, Pincus Netherlands Equity Partners I, C.V., a limited partnership organized under the laws of the Netherlands, and Warburg, Pincus Netherlands Equity Partners III, C.V., a limited partnership organized under the laws of the Netherlands (collectively, “Stockholders”), with respect to 27,151,570 shares of common stock, par value $0.01 per share (the “Shares”), of ev3 Inc., a Delaware corporation (the “Company”).
GUARANTYEv3 Inc. • June 1st, 2010 • Surgical & medical instruments & apparatus • Delaware
Covidien Group S.a.r.l., a Luxembourg company (“Parent”), COV Delaware Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), and ev3 Inc., a Delaware corporation (the “Company”), have entered into, simultaneously with the execution and delivery hereof, an Agreement and Plan of Merger (the “Merger Agreement”). Parent is a direct subsidiary of Covidien International Finance S.A., a Luxembourg corporation (“CIFSA”), and CIFSA expects to derive substantial indirect benefits from the consummation of the transactions contemplated by the Merger Agreement. Capitalized terms that are used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
EMPLOYEE CONFIDENTIALITY/RESTRICTIVE COVENANT AGREEMENTEv3 Inc. • April 5th, 2005 • MinnesotaThis Agreement is made and entered into as of the 21 day of March, 2005, by and between ev3 Endovascular, Inc., d.b.a. ev3 Inc. (together with all of its subsidiaries, its parent company and its affiliates, the "Company") and Patrick D. Spangler ("Employee").
AGREEMENT AND PLAN OF MERGER BY AND AMONG EV3 INC., MICRO INVESTMENT, LLC AND MICRO THERAPEUTICS, INC. DATED AS OF NOVEMBER 14, 2005Agreement and Plan of Merger • November 14th, 2005 • Ev3 Inc. • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 14, 2005, is by and among EV3 INC., a Delaware corporation (“Parent”), MICRO INVESTMENT, LLC, a Delaware limited liability company (“Merger Sub”) and a direct wholly owned Subsidiary of Parent, and MICRO THERAPEUTICS, INC., a Delaware corporation (the “Company”).
LICENSE AGREEMENTLicense Agreement • March 14th, 2007 • Ev3 Inc. • Surgical & medical instruments & apparatus • New York
This License Agreement (this “Agreement”) made this 18th day of November, 1996, by and between STS Biopolymers, Inc. (“STS”), a New York corporation with its principal place of business at 336 Summit Point Drive Henrietta, New York, and Micro Therapeutics, Inc. (“MTI”), a Delaware corporation with its principal place of business at 1062-F Calle Negocio, San Clemente, California.
SEPARATION AGREEMENT AND RELEASE OF CLAIMSSeparation Agreement and Release of Claims • January 9th, 2009 • Ev3 Inc. • Surgical & medical instruments & apparatus • Minnesota
This Separation Agreement and Release of Claims (this “Agreement”) is made by and between me, Patrick Spangler, and ev3 Endovascular, Inc. (“ev3” or the “Company”). The Company and I have agreed to separate according to the terms set forth in this Agreement. I do not believe that I have any claims against the Company, but I nevertheless have agreed to resolve any actual and potential claims arising out of my employment with and separation from the Company by entering into this Agreement.
ASSET PURCHASE AGREEMENT dated as of September 29, 2004 among EDWARDS LIFESCIENCES AG and EV3 SANTA ROSA, INC., EV3 TECHNOLOGIES, INC. and EV3 INC.Asset Purchase Agreement • June 2nd, 2005 • Ev3 Inc. • Surgical & medical instruments & apparatus • Delaware
THIS ASSET PURCHASE AGREEMENT, dated as of September 29, 2004 (this "Agreement"), is by and among Edwards Lifesciences AG, a company organized under the laws of Switzerland ("Buyer"), ev3 Santa Rosa, Inc., a California corporation ("Santa Rosa"), ev3 Technologies, Inc., the sole shareholder of Santa Rosa and a Delaware corporation ("ev3 Technologies"), and ev3 Inc., the sole shareholder of ev3 Technologies and a Delaware corporation (the "Parent") (Santa Rosa, ev3 Technologies and Parent, collectively, "ev3").
ev3 Inc. 11,765,000 Shares Common Stock UNDERWRITING AGREEMENT dated June 16, 2005 Piper Jaffray & Co. Banc of America Securities LLCUnderwriting Agreement • August 17th, 2005 • Ev3 Inc. • Surgical & medical instruments & apparatus • New York
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 • Ev3 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”).
FORM OF VOTING AGREEMENTForm of Voting Agreement • June 3rd, 2009 • Ev3 Inc. • Surgical & medical instruments & apparatus • Delaware
This Voting Agreement (this “Agreement”), is made and entered into as of [ ], 2009, by and between ev3 Inc., a Delaware corporation (“Parent”), and the undersigned shareholder (“Shareholder”) of Chestnut Medical Technologies, Inc., a California corporation (the “Company”).
FIRST AMENDMENT TO DISTRIBUTION AGREEMENTDistribution Agreement • April 5th, 2005 • Ev3 Inc.
This First Amendment to Distribution Agreement, made effective December 31, 2004, is entered into between INVATEC S.r.l. (hereinafter referred to as "INVATEC") having a registered office at Via Martiri della Libertà 7, Roncadelle (BS), Italy, represented by its Chief Executive Officer, Mr. Andrea Venturelli,
DISTRIBUTION AGREEMENT betweenDistribution Agreement • June 2nd, 2005 • Ev3 Inc. • Surgical & medical instruments & apparatus
INVATEC S.r.l. (hereinafter referred to as "INVATEC") having a registered office at Via Martiri della Libertà 7, Roncadelle (BS), Italy, represented by its Chief Executive Officer, Mr. Andrea Venturelli,
ev3 LLC HOLDERS AGREEMENTHolders Agreement • April 5th, 2005 • Ev3 Inc. • Delaware
WHEREAS, the Preferred Investors and the Management Investors have, pursuant to the terms of a Contribution and Exchange Agreement, dated as of August 29, 2003, by and among ev3 Acquisition Corp., a Delaware corporation ("Newco"), the Preferred Investors and the Management Investors (the "Newco Contribution Agreement"), contributed to Newco, the shares of common stock, par value $0.01 per share, of ev3 Inc., a Delaware corporation ("ev3"), the shares of Series A Convertible Preferred Stock, par value $0.01 per share, of ev3 ("Series A Preferred"), the shares of Series B Convertible Preferred Stock, par value $0,01 per share, of ev3 ("Series B Preferred") and the shares of Series C Convertible Preferred Stock, par value $0.01 per share, of ev3 ("Series C Preferred" and, together with the Series A Preferred and Series B Preferred, the "Preferred Stock") owned by each of the Preferred Investors and the Management Investors in exchange for shares of common stock, par value $0.01 per share,
ROYALTY AGREEMENTRoyalty Agreement • April 5th, 2005 • Ev3 Inc. • Minnesota
This Agreement, effective JUNE 29, 2001, is by and between AGA Medical Corporation, a Minnesota corporation having a principal place of business at 682 Mendelssohn Ave., Golden Valley, MN 55427 ("Licensor"), and Microvena Corporation, a Minnesota corporation having a principal place of business at 1861 Buerkle Road, White Bear Lake, Minnesota 55110-5246 (the "Licensee").
JOINT FILING AGREEMENTJoint Filing Agreement • October 15th, 2007 • Ev3 Inc. • Surgical & medical instruments & apparatus
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) relating to the Common Stock of ev3 Inc. and further agree that this Joint Filing Agreement be included as an exhibit to such Schedule 13D. In evidence thereof, the undersigned hereby execute this Agreement as of October 15, 2007.
CORPORATE OPPORTUNITY AGREEMENTCorporate Opportunity Agreement • April 5th, 2005 • Ev3 Inc. • Delaware
This Corporate Opportunity Agreement, dated as of April 4, 2005 (the "Agreement"), is entered into by and among the institutional stockholders listed on Schedule I hereto (each, a "Stockholder" and collectively, the "Stockholders") and ev3 Inc., a Delaware corporation (the "Company"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Section 6.1 of this Agreement.
Consent and Second Amendment to Loan and Security AgreementAnd Security Agreement • March 13th, 2008 • Ev3 Inc. • Surgical & medical instruments & apparatus
THIS CONSENT AND SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of October 4, 2007, by and between SILICON VALLEY BANK (“Bank”), on the one side, and EV3 ENDOVASCULAR, INC., a Delaware corporation, EV3 INTERNATIONAL, INC., a Delaware corporation, and MICRO THERAPEUTICS, INC., a Delaware corporation (collectively and jointly and severally referred to as “Borrowers”), whose address is c/o ev3 Inc., 9600 54th Avenue North, Plymouth, MN 55442, on the other side.
Fifth Amendment to Loan and Security AgreementLoan and Security Agreement • June 25th, 2008 • Ev3 Inc. • Surgical & medical instruments & apparatus
THIS FIFTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of June 24, 2008, by and between SILICON VALLEY BANK (“Bank”), on the one side, and EV3 ENDOVASCULAR, INC., a Delaware corporation, EV3 INTERNATIONAL, INC., a Delaware corporation, MICRO THERAPEUTICS, INC., a Delaware corporation, and FOXHOLLOW TECHNOLOGIES, INC., a Delaware corporation (collectively and jointly and severally referred to as “Borrowers”), whose address is c/o ev3 Inc., 9600 54th Avenue North, Plymouth, MN 55442, on the other side.
CONSULTING AGREEMENTConsulting Agreement • April 7th, 2008 • Ev3 Inc. • Surgical & medical instruments & apparatus • Minnesota
This Consulting Agreement dated as of April 6, 2008 (“Agreement”), is by and among ev3 Endovascular, Inc. (“ev3” or “Company”) and James M. Corbett (“Consultant”).
CONSULTING AGREEMENTConsulting Agreement • January 9th, 2009 • Ev3 Inc. • Surgical & medical instruments & apparatus • Minnesota
This Consulting Agreement dated effective January 20, 2009 (“Agreement’), is by and among ev3 Endovascular, Inc. (“ev3” or “Company”) and Patrick Spangler, (“Spangler”).
Consent Regarding Loan and Security AgreementConsent Regarding Loan and Security Agreement • August 3rd, 2009 • Ev3 Inc. • Surgical & medical instruments & apparatus
THIS CONSENT Regarding Loan and Security Agreement (this “Consent”) is entered into as of June 19, 2009, by and between SILICON VALLEY BANK (“Bank”), on the one side, and
ROBERT J. PALMISANO CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • April 7th, 2008 • Ev3 Inc. • Surgical & medical instruments & apparatus • Minnesota
This Confidentiality, Non-Competition and Non-Solicitation Agreement (this “Agreement”) is made effective as of April 6, 2008 (the “Effective Date”), by and between ev3 Inc., a Delaware corporation (“Company”), having a principal place of business at 9600 54th Avenue North, Plymouth, MN 55442, and Robert J. Palmisano (“Employee”), having an address of 2609 Barcelona Dr., Fort Lauderdale, FL 33301.
ROYALTY AGREEMENTEv3 Inc. • April 5th, 2005
MICROVENA Corporation agrees to pay Frank Kotula a royalty of 2.0 percent of the net selling price of the product outlined below for a 15 year period commencing with the first commercial sale of the device.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 21st, 2007 • Ev3 Inc. • Surgical & medical instruments & apparatus
THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 15th day of March, 2007, by and between SILICON VALLEY BANK (“Bank”), on the one side, and EV3 ENDOVASCULAR, INC., a Delaware corporation, EV3 INTERNATIONAL, INC., a Delaware corporation, and MICRO THERAPEUTICS, INC., a Delaware corporation (collectively and jointly and severally referred to as “Borrowers”), whose address is c/o ev3 Inc., 9600 54th Avenue North, Plymouth, MN 55442, on the other side.
Form of Affiliate Letter AgreementLetter Agreement • August 17th, 2007 • Ev3 Inc. • Surgical & medical instruments & apparatus
CONSULTING AGREEMENTConsulting Agreement • July 21st, 2008 • Ev3 Inc. • Surgical & medical instruments & apparatus • Minnesota
This Consulting Agreement dated as of July 18, 2008 (“Agreement’), is by and among Micro Therapeutics, Inc. d/b/a ev3 Neurovascular (“ev3” or “Company”) and Matthew M. Jenusaitis (“Jenusaitis”).
FIRST AMENDMENT TO LEASELease • March 14th, 2007 • Ev3 Inc. • Surgical & medical instruments & apparatus
THIS AMENDMENT (“Amendment”) is made effective as of the 6th day of April 2006, by and between LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership (hereinafter called ‘Landlord’), and ev3, INC., a Delaware corporation (hereinafter called “Tenant”).
AMENDMENT NO. 1 TO OPERATING AGREEMENT OF ev3 LLCOperating Agreement • April 5th, 2005 • Ev3 Inc.
This Amendment No. 1 to Operating Agreement ("Amendment No. 1") of ev3 LLC, a Delaware limited liability company (the "Company"), is dated as of March 1, 2005, and entered into by and among the Company and the persons executing this Amendment No. 1 as Members of the Company (the "Members"), effective as of August 29, 2003.
FIRM / AFFILIATE OFFICES December 6, 2005 Boston New York Brussels Northern VirginiaEv3 Inc. • December 7th, 2005 • Surgical & medical instruments & apparatus
Special Committee of Independent Directors Micro Therapeutics, Inc. 2 Goodyear Irvine, California 92618 Chicago Orange County
AGREEMENT AND PLAN OF MERGER AMONG APPRIVA MEDICAL, INC. MICROVENA CORPORATION AND APPRIVA ACQUISITION CORP.Iv Agreement and Plan of Merger • April 5th, 2005 • Ev3 Inc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is dated as of July 15, 2002, by and among Microvena Corporation, a Minnesota corporation (the "Parent"), Appriva Acquisition Corp., a California corporation and a wholly owned subsidiary of the Parent ("Merger Sub"), and APPRIVA Medical, Inc., a California corporation (the "Company").
FIRST AMENDMENT TO LEASELease • March 14th, 2007 • Ev3 Inc. • Surgical & medical instruments & apparatus
THIS AMENDMENT (“Amendment”) is made effective as of the 17th day of October 2005, by and between LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership (hereinafter called ‘Landlord’), and ev3, INC., a Delaware corporation (hereinafter called “Tenant”),
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • April 5th, 2005 • Ev3 Inc.
THIS AGREEMENT entered into this 29 day of June, 2001 by and between Microvena Corporation, a Minnesota corporation having a principal place of business at 1861 Buerkle Road, White Bear Lake, Minnesota 55110-5246 (the "Licensor"), and AGA Medical Corporation, a Minnesota corporation having a principal place of business at 682 Mendelssohn Ave., Golden Valley, MN 55427 ("Licensee").
