0001193125-11-353987 Sample Contracts

LICENSE AGREEMENT
License Agreement • December 28th, 2011 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • Maryland

THIS LICENSE AGREEMENT (the “Agreement”) is entered into by and between THE JOHNS HOPKINS UNIVERSITY, a Maryland corporation having an address at 3400 N. Charles Street, Baltimore, Maryland, 21218-2695 (“JHU”) and Surgi-Vision, Inc., a Delaware corporation having an address at One Commerce Square, Suite 2550, Memphis, Tennessee 38103 (“Company”), with respect to the following:

SYSTEM AND LEAD DEVELOPMENT AND TRANSFER AGREEMENT THIS SYSTEM AND LEAD DEVELOPMENT AND TRANSFER
System and Lead Development and Transfer Agreement • December 28th, 2011 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • California

THIS AGREEMENT (“Agreement”) is made effective as of December 30, 2005 (the “Effective Date”) and entered into by and between Surgi-Vision, Inc., a Delaware corporation (“Licensor”) and Advanced Bionics Corporation (“Licensee”) (individually, a “Party” and collectively, the “Parties”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 28th, 2011 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of the day of , 20 by and between MRI Interventions, Inc., a Delaware corporation, (the “Company”) and (the “Indemnitee”).

Cooperation and Development Agreement by and between SURGIVISION, INC., a corporation duly organized and existing under the laws of the state of Delaware (USA) and having offices at Memphis, Tennessee (USA) (hereinafter referred to as “SURGIVISION”)...
Cooperation and Development Agreement • December 28th, 2011 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus

SURGIVISION is a leading company developing, manufacturing and selling devices as well as developing treatment plans for various medical indications, such as deep brain stimulation or cardiac ablation.

PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT-NONEXCLUSIVE COVER PAGE
Patent License Agreement • December 28th, 2011 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • District of Columbia

This Patent License Agreement, hereinafter referred to as the “Agreement”, consists of this Cover Page, an attached Agreement, a Signature Page, Appendix A (List of Patent(s) or Patent Application(s)), Appendix B (Fields of Use and Territory), Appendix C (Royalties), Appendix D ((Benchmarks and Performance), Appendix E (Commercial Development Plan), Appendix F (Example Royalty Report), and Appendix G (Royalty Payment Options). The Parties to this Agreement are:

LICENSE AGREEMENT
License Agreement • December 28th, 2011 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • Maryland

This Agreement is between The Johns Hopkins University, a corporation of the State of Maryland, having a principal place of business at 2024 E. Monument Street, Suite 2-100, Baltimore, MD 21205 (hereinafter referred to as “JHU”) and Surgi-Vision, Inc., a Delaware corporation (hereinafter the “Company”), having an address at Suite 601, 150 Gulf Shore Drive, Destin, Florida 32541.

TECHNOLOGY LICENSE AGREEMENT
Technology License Agreement • December 28th, 2011 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • Minnesota

THIS TECHNOLOGY LICENSE AGREEMENT (this “Agreement”) is made effective as of March 19, 2008 (the “Effective Date”) and entered into by and between Surgi-Vision, Inc., a Delaware corporation (“SVI”), and Cardiac Pacemakers, Inc. (“CPI”) (individually, a “Party” and collectively, the “Parties”).

Co-Development and Distribution Agreement between SurgiVision, Inc. and Brainlab Aktiengesellschaft
Development and Distribution Agreement • December 28th, 2011 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • Illinois

This Co-Development and Distribution Agreement (the “Agreement”) is entered into between SurgiVision, Inc., having its principal office located at 5 Musick, Irvine, California 92618, United States (“SurgiVision”), and Brainlab AG, a German corporation having its principal office located at Kapellenstrasse 12, 85622 Feldkirchen, Germany (“Brainlab”), as of April 5, 2011 (“Effective Date”).

RESEARCH AGREEMENT NO. BY AND BETWEEN SURGIVISION, INC. AND THE UNIVERSITY OF UTAH
Research Agreement • December 28th, 2011 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • Utah

This Research Agreement (“Agreement”) is entered into and effective as of , by and between Surgi Vision, Inc, a Delaware corporation having a principal place of business at 200 N Cobb Parkway, Suite 140, Marietta, Georgia 30062 (“Sponsor”) and the University of Utah, a body politic and corporate of the State of Utah (“University”).

DEVELOPMENT AGREEMENT
Development Agreement • December 28th, 2011 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • Minnesota

THIS DEVELOPMENT AGREEMENT (this “Agreement”) is made effective as of March 19, 2008 (the “Effective Date”) and entered into by and between Surgi-Vision, Inc., a Delaware corporation (“SVI”) and Cardiac Pacemakers, Inc. (“CPI”) (individually, a “Party” and collectively, the “Parties”).

LOAN AGREEMENT
Loan Agreement • December 28th, 2011 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • Massachusetts

This Loan Agreement (this “Agreement”) is made and entered into as of October 16, 2009 (the “Agreement Date”), by and between (i) Boston Scientific Corporation, a Delaware corporation (“BSC”), and (ii) SurgiVision, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein without definition shall have the respective meanings set forth in Section 7.

SEPARATION AGREEMENT
Separation Agreement • December 28th, 2011 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • Tennessee

THIS SEPARATION AGREEMENT (the “Agreement”) is made effective as of this 30th day of April, 2010, by and between John Thomas, a natural person resident in Cobb County, Georgia and his heirs, assigns, executors, agents and representatives (the “Executive”), and SurgiVision, Inc., a Delaware corporation (“SurgiVision”).

THIRD AMENDED AND RESTATED INVESTOR RIGHTS’ AGREEMENT
Investor Rights’ Agreement • December 28th, 2011 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • Delaware

This THIRD AMENDED AND RESTATED INVESTOR RIGHTS’ AGREEMENT is made this 20th day of September, 2006, by and among SURGI-VISION, INC., a Delaware corporation (“Company”), DARA BIOSCIENCES, INC., a Delaware corporation (“Dara”), certain holders of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), who are set forth on Schedule 1 hereto (the “Initial Investors,” and together with Dara, the “Common Investors”), and the investors set forth on Schedule 2 hereto (the “Series A Investors”).

June 2, 2010
Participation Plan Award Agreement • December 28th, 2011 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus

This letter (this “Letter Agreement”) sets forth the agreement between you and SurgiVision, Inc., a Delaware corporation (the “Company”), regarding the terms upon which you are eligible to receive a payment (the “Liquidity Payout”) pursuant to the Company’s Cardiac EP Business Participation Plan (the “Plan”), a copy of which is attached hereto and the terms of which are incorporated herein. This Letter Agreement is in addition to, and not in substitution for, any other agreement between you and the Company.

MASTER SERVICES AND LICENSING AGREEMENT BETWEEN CEDARA SOFTWARE CORP., an Ontario corporation, (hereinafter referred to as “Cedara”) and SURGI-VlSION, INC., a Delaware corporation, (hereinafter referred to as “Surgi-Vision”)
Master Services and Licensing Agreement • December 28th, 2011 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • New York

AND WHEREAS, Surgi-Vision has developed a set of products and technologies that enable various MRI-guided procedures and therapeutic interventions (the “Surgi-Vision Technology”);

PATENT SECURITY AGREEMENT
Patent Security Agreement • December 28th, 2011 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • Massachusetts

PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) dated as of October 16, 2009, between SurgiVision, Inc., a Delaware corporation having its principal place of business at One Commerce Square, Suite 2550, Memphis, TN 38103 (the “Pledgor”), and Boston Scientific Corporation, a Delaware corporation having its principal place of business at One Boston Scientific Place, Natick, Massachusetts 01760 (the “Lender”).

SECURITY AGREEMENT
Security Agreement • December 28th, 2011 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS SECURITY AGREEMENT (as it may be amended or modified from time to time, this, “Agreement”) is made and entered as of October 14, 2011, by and between MRI INTERVENTIONS, INC., a Delaware corporation (the “Company”), and LANDMARK COMMUNITY BANK, a Tennessee state-chartered bank, in its capacity as collateral agent (the “Collateral Agent”) for the ratable benefit of the Holders (as defined below).

June 2, 2010
Incentive Award Agreement • December 28th, 2011 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus

This letter (this “Letter Agreement”) sets forth the agreement between you and SurgiVision, Inc., a Delaware corporation (the “Company”), regarding the terms upon which you are eligible to receive an incentive bonus payment (the “Incentive Payment”) pursuant to the Company’s Amended and Restated Key Personnel Incentive Program (the “Program”), a copy of which is attached hereto and the terms of which are incorporated herein. This Letter Agreement is in addition to, and not in substitution for, the Amended and Restated Letter Agreement between you and the Company of even date herewith. This Letter Agreement is also in addition to, and not in substitution for, any other agreements between you and the Company, and the Incentive Payment is in addition to, and not in substitution for, any other compensation or benefits to which you are otherwise entitled or eligible.

Re: Amended and Restated Key Personnel Incentive Award Agreement
Personnel Incentive Award Agreement • December 28th, 2011 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus

This letter (this “Letter Agreement”) sets forth the agreement between you and SurgiVision, Inc., a Delaware corporation (the “Company”), regarding the terms upon which you are eligible to receive an incentive bonus payment (the “Incentive Payment”) pursuant to the Company’s Amended and Restated Key Personnel Incentive Program (the “Program”), a copy of which is attached hereto and the terms of which are incorporated herein. This Letter Agreement supersedes and replaces the prior Letter Agreement between you and the Company dated May 15, 2007. This Letter Agreement is in addition to, and not in substitution for, any other agreements between you and the Company, and the Incentive Payment is in addition to, and not in substitution for, any other compensation or benefits to which you otherwise are entitled or eligible.

JUNIOR SECURITY AGREEMENT
Junior Security Agreement • December 28th, 2011 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS JUNIOR SECURITY AGREEMENT (as it may be amended or modified from time to time, this, “Agreement”) is made and entered as of November 5, 2010, by and between SURGIVISION, INC., a Delaware corporation (the “Company”), and LANDMARK COMMUNITY BANK, a Tennessee state-chartered bank, in its capacity as collateral agent (the “Collateral Agent”) for the ratable benefit of the Holders (as defined below).

MASTER SECURITY AGREEMENT
Master Security Agreement • December 28th, 2011 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS MASTER SECURITY AGREEMENT (this “Agreement”) is made and entered into effective as of April 5, 2011, between SURGIVISION, INC., a Delaware corporation (the “Company”) and BRAINLAB AG, a corporation organized under the laws of the Federal Republic of Germany (the “Secured Party”).

MRI INTERVENTIONS, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • December 28th, 2011 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS SUBSCRIPTION AGREEMENT (this “Subscription Agreement”), when and if accepted by MRI INTERVENTIONS, INC., a Delaware corporation (the “Company”) shall constitute a subscription for units (the “Units”) by the undersigned Subscriber. Each Unit consists of a 10% secured convertible promissory note (“Note”) in the principal amount of $100,000 and a warrant (“Warrant”) to purchase 50,000 shares of the Company’s common stock. The Units are described in detail in the Private Placement Memorandum provided by the Company concerning this offering (as amended, restated and/or supplemented from time to time, the “PPM”).

June 2, 2010
Personnel Incentive Award Agreement • December 28th, 2011 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus

This letter (this “Letter Agreement”) sets forth the agreement between you and SurgiVision, Inc., a Delaware corporation (the “Company”), regarding the terms upon which you are eligible to receive an incentive bonus payment (the “Incentive Payment”) pursuant to the Company’s Amended and Restated Key Personnel Incentive Program (the “Program”), a copy of which is attached hereto and the terms of which are incorporated herein. This Letter Agreement supersedes and replaces the prior Letter Agreement between you and the Company dated May 15, 2007. This Letter Agreement is in addition to, and not in substitution for, any other agreements between you and the Company, and the Incentive Payment is in addition to, and not in substitution for, any other compensation or benefits to which you otherwise are entitled or eligible.