Acclarent Inc Sample Contracts

Acclarent Inc – AMENDMENT TO LOAN AND SECURITY AGREEMENT AND INTERCREDITOR AGREEMENT (August 7th, 2008)

THIS AMENDMENT to Loan and Security Agreement and Intercreditor Agreement (this “Amendment”) is entered into as of March 28, 2008, by and among: (I) SILICON VALLEY BANK (“SVB” or “Bank”); (II) GOLD HILL VENTURE LENDING 03, L.P. (“Gold Hill”); (III) SVB, in its capacity as the below-referenced Agent; and (IV) ACCLARENT, INC., a Delaware corporation (“Borrower”).

Acclarent Inc – MANUFACTURE AND SUPPLY AGREEMENT (August 7th, 2008)

THIS MANUFACTURE AND SUPPLY AGREEMENT is made as of September 8, 2005 (the “Effective Date”), by and between ACCLARENT, INC., a Delaware Corporation with a principal place of business in Menlo Park, California, and with a mailing address of 1525-B O’Brien Drive, Menlo Park, California, 94025 (hereinafter referred to as Acclarent), and ADVANCED POLYMERS, INC., a New Hampshire corporation duly organized and existing under the laws of the State of New Hampshire, having its principal place of business in Salem, New Hampshire, and with a mailing address of 29 Northwestern Drive, Salem, New Hampshire, 03079, (hereinafter referred to as Advanced).

Acclarent Inc – REQUIREMENTS SUPPLY AGREEMENT (August 7th, 2008)

THIS AGREEMENT made as of the date of the last signature below, by and between Atrion Medical Products, Inc., an Alabama corporation having its principal offices at 1426 Curt Francis Road, Arab, AL, 35016 (hereinafter referred to as “Seller”), and Acclarent, Inc., a Delaware corporation having its principal offices at 1525 O’Brien Drive, Suite B, Menlo Park, California 94025 (hereinafter “Buyer”). The parties now desire to establish the terms under which Buyer purchases inflation devices and associated components and packaging described below from Seller.

Acclarent Inc – MANUFACTURING AGREEMENT (August 7th, 2008)

This Manufacturing Agreement (this “Agreement”) is effective as of November 22, 2005 (the “Effective Date”) between LAKE REGION MANUFACTURING, INC. (“Lake Region”) a Minnesota corporation with principal place of business at 340 Lake Hazeltine Drive, Chaska, Minnesota 55318 and ACCLARENT, INC. (“Acclarent”) a Delaware corporation with principal place of business at 1525-B O’Brien Drive, Menlo Park, CA 94025.

Acclarent Inc – SUPPLY AGREEMENT (August 7th, 2008)

THIS AGREEMENT, made and entered into as of the 11th day of October, 2007 by and between ACCLARENT, Inc., a Californian corporation having its principal place of business at 1525-B O’Brien Drive, Menlo Park, CA 94025, U.S.A. and ASAHI INTECC USA, INC., a Californian corporation having its place of business at 2500 Red Hill Avenue, Suite 210 Santa Ana, California 92705, U.S.A. (“ASAHI”)

Acclarent Inc – LOAN AND SECURITY AGREEMENT (August 7th, 2008)

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of March 28, 2008 (the “Effective Date”), between SILICON VALLEY BANK, a California corporation (“Bank”), and ACCLARENT, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank.

Acclarent Inc – BUSINESS SERVICES AGREEMENT (August 7th, 2008)

This Business Services Agreement (this “Agreement”) is effective January 1, 2007, between ExploraMed Development, L.L.C., a Delaware limited liability company (“ExploraMed”), having an office at 2570 W. El Camino Real, Suite 310, Mountain View, California 94040 and Acclarent, Inc., a Delaware corporation (“Acclarent”), having an office at 1525-B O’Brien Drive, Menlo Park, CA 94025.

Acclarent Inc – ACCLARENT, INC. INDEMNIFICATION AGREEMENT (June 6th, 2008)

THIS AGREEMENT is entered into, effective as of                     , 2008 by and between Acclarent, 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.

Acclarent Inc – MANUFACTURE AND SUPPLY AGREEMENT (June 6th, 2008)

THIS MANUFACTURE AND SUPPLY AGREEMENT is made as of September 8, 2005 (the “Effective Date”), by and between ACCLARENT, INC., a Delaware Corporation with a principal place of business in Menlo Park, California, and with a mailing address of 1525-B O’Brien Drive, Menlo Park, California, 94025 (hereinafter referred to as Acclarent), and ADVANCED POLYMERS, INC., a New Hampshire corporation duly organized and existing under the laws of the State of New Hampshire, having its principal place of business in Salem, New Hampshire, and with a mailing address of 29 Northwestern Drive, Salem, New Hampshire, 03079, (hereinafter referred to as Advanced).

Acclarent Inc – LOAN AND SECURITY AGREEMENT (June 6th, 2008)

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of March 28, 2008 (the “Effective Date”), between SILICON VALLEY BANK, a California corporation (“Bank”), and ACCLARENT, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank.

Acclarent Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ACCLARENT, INC. (June 6th, 2008)

Acclarent, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

Acclarent Inc – LOAN AND SECURITY AGREEMENT (June 6th, 2008)

THIS LOAN AND SECURITY AGREEMENT (the “Agreement”) dated August 19, 2005 by and among GOLD HILL VENTURE LENDING 03, LP (“Gold Hill”); SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 (“SVB”) (SVB and the Gold Hill each individually a “Lender”, and collectively the “Lenders”), SVB in its capacity as agent (the “Agent”), and ACCLARENT, INC., a Delaware corporation, whose address is 1525 O’Brien Drive, Suite B, Menlo Park, CA 94025 (“Borrower”) provides the terms on which Lenders shall lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:

Acclarent Inc – ACCLARENT, INC. 2005 STOCK PLAN (as amended on February 5, 2008) (June 6th, 2008)
Acclarent Inc – ACCLARENT INC. 2008 EQUITY INCENTIVE PLAN (June 6th, 2008)
Acclarent Inc – ACCLARENT, INC. CHANGE OF CONTROL SEVERANCE AGREEMENT (June 6th, 2008)

This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between                      (“Employee”) and Acclarent, Inc. (the “Company”), effective as of                     , 2008 (the “Effective Date”).

Acclarent Inc – SUPPLY AGREEMENT (June 6th, 2008)

THIS AGREEMENT, made and entered into as of the 11th day of October, 2007 by and between ACCLARENT, Inc., a Californian corporation having its principal place of business at 1525-B O’Brien Drive, Menlo Park, CA 94025, U.S.A. and ASAHI INTECC USA, INC., a Californian corporation having its place of business at 2500 Red Hill Avenue, Suite 210 Santa Ana, California 92705, U.S.A. (“ASAHI”)

Acclarent Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ACCLARENT, INC. (June 6th, 2008)

Acclarent, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

Acclarent Inc – LEASE BY AND BETWEEN MENLO BUSINESS PARK, LLC, LESSOR AND ACCLARENT, INC., LESSEE Menlo Business Park Suite B 1525 O’Brien Drive Menlo Park, California 94025 June 8, 2005 (June 6th, 2008)

THIS LEASE, referred to herein as “this Lease,” is made and entered into as of June 8, 2005 by and between MENLO BUSINESS PARK, LLC, a California limited liability company, hereafter referred to as “Lessor,” and ACCLARENT, INC., a Delaware corporation, hereafter referred to as “Lessee” or “Acclarent.”

Acclarent Inc – CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ACCLARENT, INC. (June 6th, 2008)

Acclarent, Inc., a corporation organized and existing under the laws of the State of Delaware hereby certifies as follows:

Acclarent Inc – EXPLORAMED NC1, INC. CONSULTING AGREEMENT (June 6th, 2008)

This Consulting Agreement (“Agreement”) is entered into as of June 7, 2004 by and between ExploraMed NC1, Inc. (the “Company”) and Joshua Makower (“Consultant”). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company, and Consultant is willing to perform such services, on the terms described below. In consideration of the mutual promises contained herein, the parties agree as follows:

Acclarent Inc – BYLAWS OF EXPLORAMED NC1, INC. (June 6th, 2008)
Acclarent Inc – ACCLARENT INC. 2008 EMPLOYEE STOCK PURCHASE PLAN (June 6th, 2008)
Acclarent Inc – REQUIREMENTS SUPPLY AGREEMENT between Atrion Medical Products Inc. and Acclarent, Inc. (June 6th, 2008)

THIS AGREEMENT made as of the date of the last signature below, by and between Atrion Medical Products, Inc., an Alabama corporation having its principal offices at 1426 Curt Francis Road, Arab, AL, 35016 (hereinafter referred to as “Seller”), and Acclarent, Inc., a Delaware corporation having its principal offices at 1525 O’Brien Drive, Suite B, Menlo Park, California 94025 (hereinafter “Buyer”). The parties now desire to establish the terms under which Buyer purchases inflation devices and associated components and packaging described below from Seller.

Acclarent Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ACCLARENT, INC. a Delaware corporation (June 6th, 2008)

Acclarent, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

Acclarent Inc – 1525 O’Brien Drive, Suite #A Menlo Business Park Menlo Park, California 94205 MONTH TO MONTH TENANCY AGREEMENT (June 6th, 2008)

THIS MONTH TO MONTH TENANCY AGREEMENT (this “Agreement”) is made and entered into as of April 26, 2007, by and between MENLO BUSINESS PARK, LLC, a California limited liability company (“Lessor”) , and ACCLARENT, INC. a Delaware corporation (“Lessee”).

Acclarent Inc – ACCLARENT, INC. AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT February 23, 2007 (June 6th, 2008)

This Amended and Restated Investors Rights Agreement (this “Agreement”) is made as of February 23, 2007, by and among Acclarent, Inc., a Delaware corporation (the “Company”), and the persons and entities (each, an “Investor” and collectively, the “Investors”) listed on Exhibit A hereto. Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.

Acclarent Inc – Page ARTICLE I — CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II — MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 NOTICE OF STOCKHOLDERS’ MEETINGS 2 2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE 2 2.6 QUORUM 3 2.7 ADJOURNED MEETING; NOTICE 3 2.8 ADMINISTRATION OF THE MEETING 3 2.9 VOTING 4 2.10 NO STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING 4 2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS 5 2.12 PROXIES 5 2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE 6 2.14 ADVANCE NOTICE OF STOCKHOLDER (June 6th, 2008)