ASSET PURCHASE AGREEMENT dated as of July 11, 2011 by and between WORLD HEART CORPORATION (“Seller”) and SYNCARDIA SYSTEMS, INC. (“Buyer”)Asset Purchase Agreement • December 4th, 2014 • Syncardia Systems Inc • Surgical & medical instruments & apparatus • Utah
THIS ASSET PURCHASE AGREEMENT, dated as of July 11, 2011 (the “Effective Date”) is entered into by and between WORLD HEART CORPORATION, a Delaware corporation (“Seller”), and SYNCARDIA SYSTEMS, INC., a Delaware corporation (“Buyer”).
NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • December 4th, 2014 • Syncardia Systems Inc • Surgical & medical instruments & apparatus • Minnesota
This Non-Exclusive License Agreement (“Agreement”) is effective this 27th day of July, 2013 (“Effective Date”), between Medtronic Inc., having an address at 8200 Coral Sea Street N.E., Moundsview, MN 55112 (“Medtronic”), and SynCardia Systems, Inc., having an address at 1992 Silverlake Road, Tucson, AZ 85713 (“SynCardia”). Each of Medtronic and SynCardia is referred to herein individually as a “Party” and together as the “Parties.”
SECURITY AGREEMENTSecurity Agreement • December 4th, 2014 • Syncardia Systems Inc • Surgical & medical instruments & apparatus • Minnesota
This Security Agreement (“Security Agreement”), dated as of July 27, 2013 (“Effective Date”), is executed by SynCardia Systems, Inc., having an address at 1992 Silverlake Road, Tucson, AZ 85713 ( “Company”), in favor of Medtronic, Inc. having an address at 8200 Coral Sea Street N.E., Moundsview, MN 55112 (“Secured Party”).
NINTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • December 4th, 2014 • Syncardia Systems Inc • Surgical & medical instruments & apparatus • Delaware
THIS NINTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made this 15th day of September, 2014, by and among SynCardia Systems, Inc., a Delaware corporation (the “Company”), and those stockholders of the Company who are signatories hereto or who become stockholders of the Company after the date hereof and become bound hereby through permitted transfers of Company capital stock or otherwise (collectively, the “Stockholders”). Capitalized terms not otherwise defined herein have the meanings set forth in Section 11 hereof.
ON-X LIFE TECHNOLOGIES, INC. STRATEGIC NON-EXCLUSIVE SUPPLIER AGREEMENTNon-Exclusive Supplier Agreement • December 4th, 2014 • Syncardia Systems Inc • Surgical & medical instruments & apparatus • Texas
This Strategic Supplier Agreement (“Agreement”) dated April 16, 2014 (“Effective Date”) is by and between On-X Life Technologies, Inc., a Delaware corporation with offices located at 1300 East Anderson Lane Bldg. B, Austin, Texas 78752 (“Supplier”) and SynCardia Systems, Inc., a Delaware corporation with offices located at 1992 East Silverlake Road, Tucson, Arizona 85713 (“Customer”). Supplier and Customer are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”
SYNCARDIA SYSTEMS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 4th, 2014 • Syncardia Systems Inc • Surgical & medical instruments & apparatus • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 5th day of March, 2013, by and among SynCardia Systems, Inc., a Delaware corporation (the “Company”), Athyrium Opportunities Fund (A) LP, a Delaware limited partnership (“Athyrium A Fund”), and Athyrium Opportunities Fund (B) LP, a Delaware limited partnership (“Athyrium B Fund”, and together with Athyrium A Fund and their permitted successors and permitted assigns, the “Lenders”).
