ASSET PURCHASE AGREEMENT dated as of April 28, 2020 by and among BOSTON SCIENTIFIC CORPORATION, THE AFFILIATES OF PARENT IDENTIFIED HEREIN, and MINERVA SURGICAL, INC.Asset Purchase Agreement • September 8th, 2021 • Minerva Surgical Inc • Surgical & medical instruments & apparatus • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of April 28, 2020, is made by and among (i) BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (“Parent”), (ii) those Affiliates of Parent that hold Purchased Assets, as identified on Annex A (the “Sellers”), on the one hand, and (iii) MINERVA SURGICAL, INC., a Delaware corporation (“Buyer”), on the other hand.
MINERVA SURGICAL, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT December 19, 2012Investors’ Rights Agreement • September 8th, 2021 • Minerva Surgical Inc • Surgical & medical instruments & apparatus • California
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of December 19, 2012, by and among Minerva Surgical, Inc., a Delaware corporation (the “Company”), and the persons and entities (each, an “Investor” and collectively, the “Investors”) listed on Exhibit A hereto. Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • September 8th, 2021 • Minerva Surgical Inc • Surgical & medical instruments & apparatus • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as May 11, 2020, between Boston Scientific Corporation, a Delaware corporation, on behalf of itself and the other Sellers (as defined in the Purchase Agreement) (collectively, “Seller”), and Minerva Surgical, Inc., a Delaware corporation, on behalf of itself and its Affiliates (“Buyer”).
NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • September 8th, 2021 • Minerva Surgical Inc • Surgical & medical instruments & apparatus • Delaware
This NON-EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is dated as of the 11th day of May, 2020 (the “Effective Date”), by and between MINERVA SURGICAL, INC., a Delaware corporation (“Licensor”), and BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (“Licensee”).
CREDIT AGREEMENT by and among MINERVA SURGICAL, INC., as Borrower, Certain Subsidiaries thereof, as Guarantors, The Lenders from Time to Time Party Hereto, and ARES CAPITAL CORPORATION, as Administrative Agent, Dated as of December 30, 2019Credit Agreement • September 8th, 2021 • Minerva Surgical Inc • Surgical & medical instruments & apparatus • New York
THIS CREDIT AGREEMENT, dated as of December 30, 2019, is among MINERVA SURGICAL, INC., a Delaware corporation (the “Borrower”), the lenders from time to time party hereto (each a “Lender” and, collectively, the “Lenders”), and ARES CAPITAL CORPORATION, a Maryland corporation (“Ares”), as administrative agent and collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).
LICENSE AGREEMENTLicense Agreement • September 8th, 2021 • Minerva Surgical Inc • Surgical & medical instruments & apparatus • California
This License Agreement (“Agreement”) is made and entered into effective October 31, 2008 (“Effective Date”), by and between Hermes, LLC, a Delaware limited liability company (hereinafter “Licensor”) and Minerva Surgical, Inc., a Delaware corporation having an address at (hereinafter “Licensee”). Each of the Licensor and Licensee are each hereinafter referred to individually as a “Party” and collectively as the “Parties.”
SUBLEASESublease • September 8th, 2021 • Minerva Surgical Inc • Surgical & medical instruments & apparatus • California
THIS SUBLEASE (“Sublease”) dated June 5, 2019 for purposes of reference, is entered into by and between PNEUMRX, INC., a Delaware corporation (“Sublandlord”), and MINERVA SURGICAL, INC., a Delaware corporation (“Subtenant”)
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • September 8th, 2021 • Minerva Surgical Inc • Surgical & medical instruments & apparatus • Delaware
This EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is dated as of the 11th day of May, 2020 (the “Effective Date”), by and between BOSTON SCIENTIFIC CORPORATION, a Delaware corporation, on behalf of itself and its affiliates (“Licensor”), and Minerva Surgical, Inc., a Delaware corporation (“Licensee”).
SUPPLY AGREEMENTSupply Agreement • September 8th, 2021 • Minerva Surgical Inc • Surgical & medical instruments & apparatus • Delaware
This SUPPLY AGREEMENT (this “Agreement”) is entered into as of May 11, 2020 (the “Effective Date”) by and between MINERVA SURGICAL, INC., a Delaware corporation (“Buyer”), and BOSTON SCIENTIFIC CORPORATION (“Seller”).
