SyntheMed, Inc. Sample Contracts

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ARTICLE I DEFINITIONS
Asset Purchase Agreement • March 31st, 2003 • Life Medical Sciences Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
LIFE MEDICAL SCIENCES, INC. STOCK OPTION AGREEMENT UNDER THE AMENDED AND RESTATED 1992 STOCK OPTION PLAN (non-qualified stock option)
Stock Option Agreement • March 26th, 1999 • Life Medical Sciences Inc • Orthopedic, prosthetic & surgical appliances & supplies
EXHIBIT 10.41 This Lease Agreement, made the day of August, 1996, BETWEEN METRO FOUR ASSOCIATES LIMITED PARTNERSHIP, residing or located at 399 Thornall Street in the Township of Edison in the County of Middlesex and State of New Jersey, herein...
Lease Agreement • November 14th, 1996 • Life Medical Sciences Inc • Orthopedic, prosthetic & surgical appliances & supplies

residing or located at 399 Thornall Street in the Township of Edison in the County of Middlesex and State of New Jersey, herein designated as the Landlord,

COMMON STOCK
Life Medical Sciences Inc • March 31st, 1997 • Orthopedic, prosthetic & surgical appliances & supplies • California
Exhibit 10.53 EMPLOYMENT AGREEMENT
Employment Agreement • March 26th, 1999 • Life Medical Sciences Inc • Orthopedic, prosthetic & surgical appliances & supplies • New Jersey
BETWEEN
Life Medical Sciences Inc • November 14th, 1996 • Orthopedic, prosthetic & surgical appliances & supplies • New Jersey
CONTRACT between
Life Medical Sciences Inc • March 31st, 2003 • Orthopedic, prosthetic & surgical appliances & supplies • England
SyntheMed, Inc. and American Stock Transfer & Trust Company as Rights Agent Rights Agreement Dated as of May 20, 2008
Rights Agreement • May 27th, 2008 • SyntheMed, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

Each Preferred Share purchasable upon exercise of the Rights will be entitled, when, as and if declared, to a minimum preferential quarterly dividend payment of $1.00 per share but will be entitled to an aggregate dividend of 1,000 times the dividend, if any, declared per Common Share. In the event of liquidation, dissolution or winding up of the Company, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $1,000 per share (plus any accrued but unpaid dividends) but will be entitled to an aggregate payment of 1,000 times the payment made per Common Share. Each Preferred Share will have 1,000 votes and will vote together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per Common Share. Preferred Shares will not be redeemable. These rights are protected by customary antidilu

SYNTHEMED, INC. STOCK OPTION AGREEMENT UNDER THE 2001 NON-QUALIFIED STOCK OPTION PLAN
Stock Option Agreement • March 8th, 2006 • SyntheMed, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
Exhibit 10.51 LETTER OF AGREEMENT
Letter of Agreement • March 26th, 1999 • Life Medical Sciences Inc • Orthopedic, prosthetic & surgical appliances & supplies
Exhibit 10.52 EMPLOYMENT AGREEMENT
Employment Agreement • March 26th, 1999 • Life Medical Sciences Inc • Orthopedic, prosthetic & surgical appliances & supplies • New Jersey
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CONVERTIBLE PROMISSORY NOTE
Pathfinder Cell Therapy, Inc. • November 13th, 2015 • Orthopedic, prosthetic & surgical appliances & supplies

For value received, the undersigned, Pathfinder Cell Therapy, Inc., a Delaware corporation (the “ Borrower ”), hereby unconditionally promises to pay to the order of _____________ (the “ Payee ”), the principal sum of $_______ and 00/100 Dollars ($_________ ), together with interest to maturity (whether by lapse of time, acceleration or otherwise) on the balance of principal remaining from time to time outstanding at a rate per annum equal to 6%. Interest shall be calculated on the basis of a 360-day year and actual days.

EMPLOYMENT AGREEMENT
Employment Agreement • March 30th, 2012 • Pathfinder Cell Therapy, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New Jersey

THIS AGREEMENT made in Iselin, New Jersey as of September 8, 2006, between SyntheMed, Inc., a Delaware corporation (the "Company") and John Benson the undersigned individual ("Executive").

SUBLEASE Between
Life Medical Sciences Inc • November 14th, 1996 • Orthopedic, prosthetic & surgical appliances & supplies
CONVERTIBLE PROMISSORY NOTE
Pathfinder Cell Therapy, Inc. • August 14th, 2013 • Orthopedic, prosthetic & surgical appliances & supplies

For value received, the undersigned, Pathfinder Cell Therapy, Inc., a Delaware corporation (the “ Borrower ”), hereby unconditionally promises to pay to the order of _____________ (the “ Payee ”), the principal sum of $_______ and 00/100 Dollars ($_________ ), together with interest to maturity (whether by lapse of time, acceleration or otherwise) on the balance of principal remaining from time to time outstanding at a rate per annum equal to 6%. Interest shall be calculated on the basis of a 360-day year and actual days.

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • August 14th, 2007 • SyntheMed, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New Jersey

THIS CHANGE OF CONTROL AGREEMENT (“Agreement”) is effective as of the 1st day of May, 2007 (the “Effective Date”), by and between SYNTHEMED, INC. (the “Company”), and Marc R. Sportsman (the “Executive”).

AGENCY AGREEMENT
Agency Agreement • November 21st, 2011 • Pathfinder Cell Therapy, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • England and Wales

Clubb Capital Limited (the “Agent”), understands that SyntheMed, Inc. (the “Corporation”), a Delaware corporation, proposes to issue to investors secured by the Agent, up to 120,000,000 shares (“Shares”) in the Corporation’s Common Stock, par value $0.001 per share (“Common Stock”). The Shares shall be issued and sold at a price of $0.05 per Share (the “Issue Price”). The Shares shall be sold pursuant to a subscription agreement, as may be supplemented upon mutual agreement of the Corporation and the Agent, the form of which is attached hereto as Appendix I (the “Subscription Agreement”). The offering of the Shares (the “Offering”) will be consummated in one or more closings, the final closing to occur on or before December 31, 2011 (the “Final Closing”), or such other date mutually agreed to by the Corporation and the Agent (the date of each closing being referred to herein as a “Closing Date”). There is no minimum number of Shares being offered in the Offering.

STOCK OPTION AMENDMENT AGREEMENT
Stock Option Amendment Agreement • August 14th, 2007 • SyntheMed, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

This Agreement is made and entered into effective the 27th day of April, 2007 between SyntheMed, Inc. (the "Company") and the undersigned holder of options to purchase shares of the Company's common stock (the "Optionee").

SUBSCRIPTION AGREEMENT
Subscription Agreement • November 21st, 2011 • Pathfinder Cell Therapy, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
SYNTHEMED, INC. STOCK OPTION AGREEMENT (Non-Qualified Stock Option)
Stock Option Agreement • March 27th, 2009 • SyntheMed, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

AGREEMENT entered into as of the date set forth on the signature page hereto by and between SyntheMed, Inc., a Delaware corporation, with a business address of 200 Middlesex Essex Turnpike, Iselin, New Jersey (together with its subsidiaries, if any, the "Company"), and the undersigned (the "Grantee").

TERMINATION AGREEMENT
Termination Agreement • March 25th, 2011 • SyntheMed, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

This Termination Agreement (this “Agreement”) is entered into as of November 29, 2010 by Robert P. Hickey, currently residing at 92 Gooseneck Point Rd., Oceanport, NJ 07757(the “Executive”), and SyntheMed, Inc., a Delaware corporation (the “Company”). Executive and Company are sometimes referred to collectively as, the “Parties.”

SYNTHEMED, INC. INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • August 14th, 2007 • SyntheMed, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

This Investor Rights Agreement (this “Agreement”) is made and entered into by and among SyntheMed, Inc., a Delaware corporation (the “Corporation”), and the investors listed on the signature pages hereto (the “Investors”), as of the date of execution by the Corporation.

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