0000891618-06-000046 Sample Contracts

CARDICA, INC. BENEFITS AGREEMENT
Benefits Agreement • February 1st, 2006 • Cardica Inc • Surgical & medical instruments & apparatus • California

This Benefits Agreement(“ Agreement”) is entered by and between Bernard Hausen, M.D., Ph.D. (“Executive”) and Cardica, Inc. (the “Company”), a Delaware corporation. Executive and Company have executed this Agreement on ___, 2006 (the “Effective Date”).

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LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Agreement • February 1st, 2006 • Cardica Inc • Surgical & medical instruments & apparatus • Delaware

THIS AGREEMENT (“Agreement”), made this 9th day of December, 2005 (“Effective Date”), is entered into by and between Cook Incorporated, an Indiana corporation having a place of business at 750 Daniels Way, Bloomington, Indiana 47404, USA, and its Affiliates (“Cook”), and Cardica, Inc., a Delaware corporation having a place of business at 900 Saginaw Drive, Redwood City, CA 94063, and its Affiliates (“Cardica”).

Shares Common Stock ($0.001 Par Value) UNDERWRITING AGREEMENT
Underwriting Agreement • February 1st, 2006 • Cardica Inc • Surgical & medical instruments & apparatus • New York

The undersigned, Cardica, Inc., a Delaware corporation (the “Company”) hereby addresses you as the representative (the “Representative”) of each of the persons, firms and corporations listed on Schedule I hereto (collectively, the “Underwriters”) and hereby confirms its agreement with the several Underwriters as follows:

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