Qmed Inc Sample Contracts

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ARTICLE I DEFINITIONS
Securities Purchase Agreement • February 16th, 2005 • Qmed Inc • Electromedical & electrotherapeutic apparatus • New York
EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT by and between
Registration Rights Agreement • January 7th, 1998 • Q Med Inc • Electromedical & electrotherapeutic apparatus • New York
Recitals
Executive Employment Agreement • April 21st, 2005 • Qmed Inc • Services-misc health & allied services, nec • New Jersey
2) Exhibits: The following Exhibits attached to this Lease are incorporated herein and made a part hereof:
Lease • July 15th, 2002 • Qmed Inc • Electromedical & electrotherapeutic apparatus • New Jersey
LIMITED LIABILITY COMPANY AGREEMENT of HEARTMASTERS, LLC, A Delaware Limited Liability Company
Limited Liability Company Agreement • July 14th, 2000 • Q Med Inc • Electromedical & electrotherapeutic apparatus • Illinois
Q-MED, INC. and
Registration Rights Agreement • December 1st, 1998 • Q Med Inc • Electromedical & electrotherapeutic apparatus • Delaware
ARTICLE I DEFINITIONS
Securities Purchase Agreement • December 7th, 2004 • Qmed Inc • Electromedical & electrotherapeutic apparatus • New York
QMED, INC.
Stock Purchase Agreement • October 26th, 2004 • Qmed Inc • Electromedical & electrotherapeutic apparatus • Delaware
Q-MED, INC. --------------------------------------
Q Med Inc • May 20th, 1999 • Electromedical & electrotherapeutic apparatus

Reference is made to the Option Agreement between you and Q-Med, Inc. (the "Company") dated November 16, 1998 (the "Option Agreement"). The Company has requested and obtained the consent of Galen Partners III, L.P. ("Galen") to amend the Option Agreements held by you and all participants in the Company's November 1998 financing (the "Financing") to eliminate all rights to require the Company to redeem shares issued to you. The Company requested the Amendment in order to substantially increase the Company's stockholders' equity reported on its balance sheet to improve the Company's prospects in negotiating contracts with managed care organizations, among other things. By the terms of the Option Agreements, such an amendment may be made by the Company with the consent of the holders of a majority of the outstanding shares of the Company's common stock issued as part of the Financing. Galen owns 1,201,870 of 1,866,821 such shares and therefore is the only investor from whom a consent was

FIRST UNION LOGO] SECURITY AGREEMENT
Security Agreement • October 12th, 2001 • Q Med Inc • Electromedical & electrotherapeutic apparatus
Q-MED, INC. 100 METRO PARK SOUTH LAURENCE HARBOR, NJ 08878
Securities Purchase Agreement • February 28th, 1997 • Q Med Inc • Electromedical & electrotherapeutic apparatus • New Jersey
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SHAREHOLDERS' AND VOTING AGREEMENT
Shareholders' and Voting Agreement • December 1st, 1998 • Q Med Inc • Electromedical & electrotherapeutic apparatus • Delaware
RECITALS:
Registration Rights Agreement • October 26th, 2004 • Qmed Inc • Electromedical & electrotherapeutic apparatus
Form of Notes for Initial $375,000] SECURED PROMISSORY NOTE
Qmed Inc • March 26th, 2008 • Services-misc health & allied services, nec

FOR VALUE RECEIVED, QMED, INC., a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay to ________ (the “Lender”), the principal sum of (a) ____ HUNDRED _______ THOUSAND DOLLARS ($___,000.00) (the “Loan” or the “Principal Amount”), together with interest on the unpaid balance thereof at the rate or rates hereinafter set forth, on the earlier of the following dates (such earlier date, the “Maturity Date”): (x) March __, 2010, (y) the closing of any Stock Sale Transaction or Asset Sale Transaction (as such terms are defined in that certain Securities Purchase Agreement dated as of even date herewith (the “Purchase Agreement”), among Borrower, Lender, and ______), or (z) any date from and after November 1, 2008, designated by Lender in a notice to Borrower, which date shall be not less than 10 days after receipt of such notice by Borrower. Interest shall accrue on the unpaid balance of the Principal Amount at the rate of EIGHTEEN PERCENT (18.00%) per annum, from a

QMED, INC.
Qmed Inc • December 7th, 2004 • Electromedical & electrotherapeutic apparatus
SECURITY AGREEMENT
Security Agreement • March 26th, 2008 • Qmed Inc • Services-misc health & allied services, nec

SECURITY AGREEMENT (this “Agreement”) dated as of March __, 2008, by and among QMED, INC., a Delaware corporation (the “Borrower”) having a mailing address at 25 Christopher Way, Eatontown, New Jersey 07724, John Gargana, an individual having a mailing address at 1430 Bristol Park Place, Heathrow, FL 32746.(“Gargana”), Barry Levine, an individual having a mailing address at 19993 Boca West Drive, Boca Raton, FL 33434 (“Levine”), Michael W. Cox, an individual having a mailing address at 3150 North Course Lane, Apt 308, Pompano Beach, Fl 33069 (“Cox”; Gargana, Levine and Cox hereinafter collectively referred to herein as “Secured Parties”), and Michael W. Cox, as collateral agent hereunder (“Collateral Agent”).

QMed, Inc. 1st & 2nd QTR 2003 I, the undersigned, hereby waive any and all rights to my increased compensation as per my employment agreement for the 1st & 2nd quarter period 2003. /s/ Jane Murray 6/30/03 --------------------- ------------ Jane Murray
Qmed Inc • July 15th, 2003 • Electromedical & electrotherapeutic apparatus

I, the undersigned, hereby waive any and all rights to my increased compensation as per my employment agreement for the 1st & 2nd quarter period 2003.

Q-MED, INC.
Note Purchase Agreement • December 1st, 1998 • Q Med Inc • Electromedical & electrotherapeutic apparatus • New York
BETWEEN Q-MED, INC. AND
Note Purchase Agreement • January 7th, 1998 • Q Med Inc • Electromedical & electrotherapeutic apparatus • New York
ESCROW AGREEMENT
Escrow Agreement • March 26th, 2008 • Qmed Inc • Services-misc health & allied services, nec • New York

Escrow Agreement dated as of March __, 2008 by and among QMED, Inc., a Delaware corporation (“QMED”), John Gargana, Barry Levine and Michael W. Cox (collectively, the “Investors”) and Troutman Sanders LLP, a Georgia limited liability partnership (the "Escrow Agent").

FIRST MODIFICATION TO LEASE AGREEMENT
Lease Agreement • April 9th, 2007 • Qmed Inc • Services-misc health & allied services, nec

THIS FIRST MODIFICATION TO LEASE AGREEMENT is made this 16th day of March, 2007 by and between DONATO HI-TECH HOLDINGS IV, INC., having an address in care of The Donato Group, 80 Corbett Way, Eatontown, NJ 07724 (hereinafter “Landlord”) and QMED, INC., having an address of 23 Christopher Way, Eatontown, NJ 07724 (hereinafter “Tenant”).

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