PARTIES This Distribution Agreement is made and entered into by and between New Alliance of Independent Medical Distributors, Inc., a Texas corporation having its principal offices at 3429 Executive Center Dr., #255, Austin, Texas 78731 (hereinafter...(Distribution Agreement • November 14th, 1997 • Specialized Health Products International Inc • Surgical & medical instruments & apparatus
LOAN AGREEMENTLoan Agreement • August 14th, 2001 • Specialized Health Products International Inc • Surgical & medical instruments & apparatus • Utah
WITNESSETH:License Agreement • August 13th, 2003 • Specialized Health Products International Inc • Surgical & medical instruments & apparatus • Utah
AMENDMENT NO. 1 TO THE LETTER AGREEMENT BY AND BETWEEN SPECIALIZED HEALTH PRODUCTS INTERNATIONAL, INC. AND RUBICON INTERNATIONAL LIMITEDLetter Agreement • April 17th, 2001 • Specialized Health Products International Inc • Surgical & medical instruments & apparatus
EXHIBIT 10.1 SERIES A PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • November 8th, 2001 • Specialized Health Products International Inc • Surgical & medical instruments & apparatus
ARTICLE I PURCHASE AND SALE OF CONVERTIBLE NOTES AND WARRANTSPurchase Agreement • March 9th, 2005 • Specialized Health Products International Inc • Surgical & medical instruments & apparatus • New York
WITNESSETH:Specialized Health Products International Inc • August 14th, 2001 • Surgical & medical instruments & apparatus • Utah
RECITALSDistribution Agreement • November 19th, 2001 • Specialized Health Products International Inc • Surgical & medical instruments & apparatus • Utah
AMENDMENT NO. 1 TO INVESTORS' RIGHTS AGREEMENTInvestors' Rights Agreement • March 25th, 2004 • Specialized Health Products International Inc • Surgical & medical instruments & apparatus
RECITALSAgreement and Plan of Merger and Reorganization • November 22nd, 2005 • Specialized Health Products International Inc • Surgical & medical instruments & apparatus • Delaware
RECITALSVoting Agreement • November 22nd, 2005 • Specialized Health Products International Inc • Surgical & medical instruments & apparatus • Delaware
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 10th, 2006 • Specialized Health Products International Inc • Surgical & medical instruments & apparatus
DEVELOPMENT AND LICENSE AGREEMENT THIS DEVELOPMENT AND LICENSE AGREEMENT (the "Agreement") is made by and between TYCO HEALTHCARE GROUP LP, a Delaware Partnership having an office at 15 Hampshire Street, Mansfield, Massachusetts 02048 (hereinafter...Development and License Agreement • May 2nd, 2000 • Specialized Health Products International Inc • Surgical & medical instruments & apparatus • Delaware
WITNESSETH: WHEREAS, SHP (defined in Article I paragraph 2) is the owner of the entire right, title and interest in and to U.S. Patent No. 5,480,385 entitled "Self Retracting Medical Needle Apparatus And Methods" having an issue date of January 2,...License Agreement • June 12th, 1997 • Specialized Health Products International Inc • Surgical & medical instruments & apparatus • Utah
LICENSE AGREEMENT This LICENSE AGREEMENT (the "Agreement" or "License Agreement") is effective December 5, 2005, (hereinafter Effective Date) between ** (hereinafter "Licensee") and Specialized Health Products International Inc., a corporation of the...License Agreement • December 7th, 2005 • Specialized Health Products International Inc • Surgical & medical instruments & apparatus • Delaware
RecitalsRights Agreement • November 8th, 2001 • Specialized Health Products International Inc • Surgical & medical instruments & apparatus • Delaware
AMENDMENT NO. 1 TO THE PURCHASE AGREEMENTThe Purchase Agreement • September 8th, 2005 • Specialized Health Products International Inc • Surgical & medical instruments & apparatus
Exhibit 10.39 EMPLOYMENT AGREEMENT This employment agreement ("Agreement") is made and entered into this 23rd day of August 2006, by and between SPECIALIZED HEALTH PRODUCTS, INC., a Utah corporation ("Corporation"), and David A. Green ("Employee")....Employment Agreement • November 8th, 2006 • Specialized Health Products International Inc • Surgical & medical instruments & apparatus • Utah
AGREEMENT AND PLAN OF MERGER dated as of March 10, 2008 by and among SPECIALIZED HEALTH PRODUCTS INTERNATIONAL, INC., PELICAN ACQUISITION SUB CO., and C. R. BARD, INC.Agreement and Plan of Merger • March 10th, 2008 • Specialized Health Products International Inc • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 10, 2008, is entered into by and among Specialized Health Products International, Inc., a Delaware corporation (the “Company”), Pelican Acquisition Sub Co., a Delaware corporation (“Merger Sub”), and C. R. Bard, Inc., a New Jersey corporation (“Parent”).
Lease Cancellation Agreement (“Agreement”)Lease Cancellation Agreement • October 10th, 2006 • Specialized Health Products International Inc • Surgical & medical instruments & apparatus
Moen Development (“Lessor”) and MDC Research Limited, a wholly owned subsidiary of the Med-Design Corporation, a Delaware corporation executed a AIR Standard Industrial/Commercial Single Tenant Lease-Net dated June 15, 1995 and subsequent First Amendment dated October 6, 2003 (“Lease”) for the Premises at 2810 Bunsen Avenue, Ventura, California (“Premises”). Med-Design Corporation has been acquired by Specialized Health Products International, Inc. (“Lessee”).
RECITALSThe Agreement and Plan of Merger And • March 10th, 2006 • Specialized Health Products International Inc • Surgical & medical instruments & apparatus • Delaware
EMPLOYMENT AGREEMENT This employment agreement ("Agreement") is made and entered into this 12th day of June, 2000, by and between SPECIALIZED HEALTH PRODUCTS, INC., a Utah corporation ("Corporation"), and Paul Evans ("Employee"). WHEREAS, Corporation...Employment Agreement • April 17th, 2001 • Specialized Health Products International Inc • Surgical & medical instruments & apparatus • Utah
SPECIALIZED HEALTH PRODUCTS INTERNATIONAL, INC. RESTRICTED STOCK AGREEMENT UNDER THE 2004 STOCK INCENTIVE PLANRestricted Stock Agreement • April 18th, 2008 • Specialized Health Products International Inc • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT (the “Agreement”) is made as of ____________, between Specialized Health Products International, Inc., a Delaware corporation (the “Company”), and __________ (“Holder”).
ADDENDUM TO SEPARATION OF EMPLOYMENT AGREEMENT BETWEEN LAWRENCE D. ELLIS (EMPLOYEE) AND THE MED-DESIGN CORPORATIONSpecialized Health Products International Inc • August 14th, 2006 • Surgical & medical instruments & apparatus
LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of the Effective Date between SILICON VALLEY BANK, a California corporation ("Bank"), and SPECIALIZED HEALTH PRODUCTS INTERNATIONAL, INC., a Delaware corporation,...Loan and Security Agreement • March 10th, 2006 • Specialized Health Products International Inc • Surgical & medical instruments & apparatus • Utah
RECITALSDevelopment, Distribution and Supply Agreement • April 26th, 2006 • Specialized Health Products International Inc • Surgical & medical instruments & apparatus • Utah
Exhibit 10.33 SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE WHEREAS David R. Dowsett ("Executive") has been employed by The Med-Design Corporation or its subsidiary MDC Research Ltd. (together with The Med-Design Corporation, the "Company"),...Employment Agreement • August 14th, 2006 • Specialized Health Products International Inc • Surgical & medical instruments & apparatus
RECITALSIndemnity Agreement • April 17th, 2001 • Specialized Health Products International Inc • Surgical & medical instruments & apparatus • Delaware
AMENDMENT NO. 1 TO THE STOCK UNIT AGREEMENT UNDER THE 2004 STOCK INCENTIVE PLANStock Unit Agreement • April 18th, 2008 • Specialized Health Products International Inc • Surgical & medical instruments & apparatus
THIS AMENDMENT NO. 1 TO THE STOCK UNIT AGREEMENT by and between Specialized Health Products International, Inc. and _______________ (the “Amendment”) is made and entered into as of this ____ day of _________, 2004, by and between the parties hereto.
SPECIALIZED HEALTH PRODUCTS INTERNATIONAL, INC. RESTRICTED STOCK AGREEMENT UNDER THE 2004 STOCK INCENTIVE PLANRestricted Stock Agreement • April 18th, 2008 • Specialized Health Products International Inc • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT (the “Agreement”) is made as of ________ __, 200__, between Specialized Health Products International, Inc., a Delaware corporation (the “Company”), and ________________ (“Holder”).
AMENDMENT TO RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • April 18th, 2008 • Specialized Health Products International Inc • Surgical & medical instruments & apparatus
This Amendment (this “Amendment”) to the Restricted Stock Agreement dated ________, 200_ (the “Restricted Stock Agreement”) issued under the 2004 Stock Incentive Plan (the “Plan”) by Specialized Health Products International, Inc. (the “Company”) to [NAME OF EMPLOYEE OR DIRECTOR] (the “Holder”), is effective this __th day of March, 2008.
EMPLOYMENT AGREEMENTEmployment Agreement • April 18th, 2008 • Specialized Health Products International Inc • Surgical & medical instruments & apparatus • Utah
This employment agreement (“Agreement”) is made and entered into this 13 day of July 2007, by and between SPECIALIZED HEALTH PRODUCTS, INC., a Utah corporation (“Corporation”), and Rebecca A. Whitney (“Employee”).
EXHIBIT 10.37 SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE WHEREAS Joseph N. Bongiovanni ("Employee") has been employed by The Med-Design Corporation or its subsidiary MDC Research Ltd. (together with The Med-Design Corporation, the...Employment Agreement • August 14th, 2006 • Specialized Health Products International Inc • Surgical & medical instruments & apparatus • California
WITNESSETH:Development and License Agreement • August 13th, 2002 • Specialized Health Products International Inc • Surgical & medical instruments & apparatus • Illinois
April 14, 2006 The Med-Design Corporation Ventura, CA 93003 Ladies and Gentlemen:Specialized Health Products International Inc • April 17th, 2006 • Surgical & medical instruments & apparatus
Pursuant to the Agreement and Plan of Merger and Reorganization, dated as of November 21, 2005, as amended by the First Amendment thereto dated as of March 6, 2006 (the “Agreement”), by and among Specialized Health Products International, Inc., a Delaware corporation (“Parent”), Mammoth Acquisition Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of Parent (“Merger Sub”), Mammoth Acquisition Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“LLC”), and The Med-Design Corporation, a Delaware corporation (the “Company”), Merger Sub is to merge with and into the Company with the Company surviving (the “Merger”) and the Company, as the surviving entity in the Merger, will merge with and into LLC (the “LLC Merger”) (the Merger and the LLC Merger being herein referred to as the “Combination”). Capitalized terms not otherwise defined in this opinion have the meanings ascribed to such terms in the Agreement.
