Harvard Apparatus Regenerative Technology, Inc. AND REGISTRAR AND TRANSFER COMPANY AS RIGHTS AGENT SHAREHOLDER RIGHTS AGREEMENT DATED AS OF , 2013Shareholder Rights Agreement • July 31st, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus • Delaware
This Shareholder Rights Agreement (the “Agreement”), dated as of , is made by and between Harvard Apparatus Regenerative Technology, Inc., a Delaware corporation (the “Company”), and Registrar and Transfer Company, a New Jersey corporation (the “Rights Agent”).
HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC. EMPLOYMENT AGREEMENTRelease Agreement • July 31st, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus • Massachusetts
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of the __ day of _______, 2013, to be effective as of the Commencement Date (as defined below), between Harvard Apparatus Regenerative Technology, Inc., a Delaware corporation (the “Company”), and Thomas McNaughton (“Executive”). For purposes of this Agreement the “Company” shall refer to the Company and any of its predecessors.
PRODUCT DISTRIBUTION AGREEMENT BY AND BETWEEN HARVARD BIOSCIENCE, INC. AND HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC. DATED AS OF [—], 2013Product Distribution Agreement • July 31st, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus • Massachusetts
THIS PRODUCT DISTRIBUTION AGREEMENT dated as of [—], 2013 (this “Agreement”), is entered into by and between HARVARD BIOSCIENCE, INC., a Delaware corporation (“HBIO”) and HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC., a Delaware corporation (“HART”) (each, a “Party” and, collectively, the “Parties”).
INTELLECTUAL PROPERTY MATTERS AGREEMENT BY AND BETWEEN HARVARD BIOSCIENCE, INC. and HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC. Dated as of [ • ], 2013 INTELLECTUAL PROPERTY MATTERS AGREEMENTIntellectual Property Matters Agreement • July 31st, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus • Massachusetts
THIS INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is dated as of [ • ], 2013, by and between Harvard Bioscience, Inc., a Delaware corporation (“HBIO”), and Harvard Apparatus Regenerative Technology, a Delaware corporation and a wholly owned subsidiary of HBIO (“HART”). HBIO and HART are each referred to herein as a “Party” and collectively as the “Parties.”
TAX SHARING AGREEMENT DATED AS OF [ ] BY AND BETWEEN HARVARD BIOSCIENCE, INC. AND HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC. (for itself and on behalf of each member of the SpinCo Group)Tax Sharing Agreement • July 31st, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 31st, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus • Delaware
This Indemnification Agreement (“Agreement”) is made and entered into this ____ day of ______ 2013, by and between Harvard Apparatus Regenerative Technology, Inc., a Delaware corporation (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company) and ____________ (“Indemnitee”):
TRANSITION SERVICES AGREEMENT DATED AS OF [•], 2013 BY AND BETWEEN HARVARD BIOSCIENCE, INC. AND HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC.Transition Services Agreement • July 31st, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus
This TRANSITION SERVICES AGREEMENT, dated as of [—], 2013 (this “Agreement”), is by and between HARVARD BIOSCIENCE, INC., a Delaware corporation (“HBIO”), and HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC., a Delaware corporation (“HART”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN HARVARD BIOSCIENCE, INC. AND HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC. DATED AS OF [—], 2013Separation and Distribution Agreement • July 31st, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus • Massachusetts
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [—], 2013 (this “Agreement”), is by and between HARVARD BIOSCIENCE, INC., a Delaware corporation (“HBIO”) and HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC., a Delaware corporation (“HART”) (each, a “Party” and, collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.
HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC. DEFERRED STOCK AWARD AGREEMENTDeferred Stock Award Agreement • July 31st, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus
Pursuant to the Harvard Apparatus Regenerative Technology, Inc. 2013 Equity Incentive Plan, as amended through the date hereof (the “Plan”), Harvard Apparatus Regenerative Technology, Inc. (the “Company”) hereby grants the number of Restricted Stock Units (“RSUs”) specified above (the “Award”) to the Grantee named above, subject to the terms of the Plan and this Award Agreement. The Award represents a promise to pay to the Grantee one share of Common Stock, par value $0.01 per share (the “Stock”) of the Company for each RSU, subject to the restrictions and conditions set forth herein and in the Plan.
NOVEL SURGERY AGREEMENTNovel Surgery Agreement • July 31st, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus
This Novel Surgery Agreement (“Agreement”) is made, as of the last date set forth on the signature page below, between Harvard Apparatus Regenerative Technology, Inc., a Delaware corporation having an office located at 84 October Hill Road, Holliston, Massachusetts 01746 Telephone: (508) 893-8999; Facsimile: (508) 892-6135 (“Manufacturer”), OSF Healthcare System, an Illinois not-for-profit corporation, owner and operator of Saint Francis Medical Center and Children’s Hospital of Illinois (“Hospital”), located at 530 N.E. Glen Oak Ave, Peoria, Illinois, 61637, and Mark Holterman, M.D., an employee of Hospital assigned to provide professional services at Hospital (“Principal Surgeon”).
patent RIGHTS ASSIGNMENTPatent Rights Assignment • July 31st, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS PATENT RIGHTS ASSIGNMENT (“Patent Assignment”) is made, entered into and effective as of this 21st day of December, 2012, by PAOLO MACCHIARINI, an individual, c/o Karolinska Institutet, SE-171, 77 Stockholm, Sweden, (the “Assignor”) in favor of HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC., a Delaware corporation (the “Assignee”).
NONQUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC.Nonqualified Stock Option Agreement • July 31st, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus
Pursuant to the Harvard Apparatus Regenerative Technology, Inc. 2013 Equity Incentive Plan, as amended through the date hereof (the “Plan”), Harvard Apparatus Regenerative Technology, Inc., (the “Company”) hereby grants to the Optionee named above, who is a Director of the Company but is not an employee of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above, all or part of the number of shares of Common Stock, par value $.01 per share (the “Stock” or the “Shares”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
INCENTIVE STOCK OPTION AGREEMENT TO PURCHASE SHARES OF COMMON STOCK UNDER THE HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC.Incentive Stock Option Agreement • July 31st, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus
Pursuant to the Harvard Apparatus Regenerative Technology, Inc. 2013 Equity Incentive Plan, as amended through the date hereof (the “Plan”), Harvard Apparatus Regenerative Technology, Inc., (the “Company”), hereby grants to the Optionee named above, an option (the “Option”) to purchase on or prior to the Expiration Date specified above, all or part of the number of shares of Common Stock, par value $.01 per share (the “Stock” or the “Shares”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Option is intended to be an Incentive Stock Option granted under the Plan.
NONQUALIFIED STOCK OPTION AGREEMENT TO PURCHASE SHARES OF COMMON STOCK UNDER THE HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC.Nonqualified Stock Option Agreement • July 31st, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus
Pursuant to the Harvard Apparatus Regenerative Technology, Inc. 2013 Equity Incentive Plan, as amended through the date hereof (the “Plan”), Harvard Apparatus Regenerative Technology, Inc., (the “Company”), hereby grants to the Optionee named above, an option (the “Option”) to purchase on or prior to the Expiration Date specified above, all or part of the number of shares of Common Stock, par value $.01 per share (the “Stock” or the “Shares”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Option is intended to be a Nonqualified Stock Option granted under the Plan.
SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • July 31st, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus
This SPONSORED RESEARCH AGREEMENT (this "Agreement") is entered into as of the last date below written (the "Effective Date"), by and between SARA MANTERO, Ph.D. ("Mantero"); MARIA ADELAIDE ASNAGHI ("Asnaghi"); HARVARD BIOSCIENCE, INC., a Delaware corporation (the "Company"); and the DEPARTMENT OF BIOENGINEERING OF THE POLITECNICO DI MILANO ("PDM").
AMENDMENT TO NOVEL SURGERY AGREEMENT ДОПОЛНИТЕЛЬНОЕ СОГЛАШЕНИЕ К СОГЛАШЕНИЮ о проведении ранее не проводившейся хирургической операцииHarvard Apparatus Regenerative Technology, Inc. • July 31st, 2013 • Surgical & medical instruments & apparatus
WHEREAS, the Manufacturer, Hospital and Principal Surgeon have entered into that certain Novel Surgery Agreement dated as of [21 May 2012] (the "Agreement") relating to the Surgery, ПРИНИМАЯ ВО ВНИМАНИЕ, что Изготовитель, Больница и Главный врач заключили указанное Соглашение о проведении ранее не проводившейся хирургической операции от [21 мая 2012 года] («Соглашение»), по отношению Хирургической операции;
AMENDMENT TO NOVEL SURGERY AGREEMENTNovel Surgery Agreement • July 31st, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus
This Amendment to Novel Surgery Agreement (“Amendment”) is made, as of the last date set forth on the signature page below, between Harvard Apparatus Regenerative Technology, Inc., a Delaware corporation having an office located at 84 October Hill Road, Holliston, Massachusetts 01746 Telephone: (508) 893-8999; Facsimile: (508) 892-6135 (“Manufacturer”), OSF Healthcare System, an Illinois not-for-profit corporation, owner and operator of Saint Francis Medical Center and Children’s Hospital of Illinois (“Hospital”), located at 530 N.E. Glen Oak Ave, Peoria, Illinois, 61637, and Mark Holterman, M.D., an employee of Hospital assigned to provide professional services at Hospital (“Principal Surgeon”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement (defined below).
