Ropes & Gray Sample Contracts

THIRD AMENDMENT
SMTC Corp • July 10th, 2000 • Printed circuit boards • New York
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UGS CORP., as the Issuer,
UGS PLM Solutions Asia/Pacific INC • March 30th, 2005 • New York
COMMON STOCK
Algorx Pharmaceuticals Inc • February 10th, 2005 • Pharmaceutical preparations • New York
EXHIBIT 99.3 1.0% CONVERTIBLE SENIOR NOTES DUE 2033 REGISTRATION RIGHTS AGREEMENT Dated as of December 12, 2003
Registration Rights Agreement • December 16th, 2003 • Akamai Technologies Inc • Services-business services, nec • New York
EXHIBIT 99.2 Published CUSIP Number: [________________] CREDIT AGREEMENT Dated as of June 29, 2007
Credit Agreement • July 2nd, 2007 • Biogen Idec Inc. • Biological products, (no disgnostic substances) • New York
by and among
Stock Purchase Agreement • July 16th, 2004 • Nortek Holdings Inc • Millwood, veneer, plywood, & structural wood members • Delaware
and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE
Indenture • September 1st, 2004 • Nortek Inc • Millwood, veneer, plywood, & structural wood members • New York
AGREEMENT
Agreement • March 28th, 1997 • Ben & Jerrys Homemade Inc • Ice cream & frozen desserts • New York
R E C I T A L S
Escrow Agreement • July 12th, 2004 • Evans Bob Farms Inc • Retail-eating places • New York
EXHIBIT 4
Voting Agreement • June 24th, 2002 • Nortek Inc • Millwood, veneer, plywood, & structural wood members • Delaware
ARTICLE I GENERAL
Pledge Agreement • August 26th, 2002 • PRG Schultz International Inc • Services-engineering, accounting, research, management • Delaware
BY AND AMONG
Subscription Agreement • October 16th, 1998 • Winokur Herbert S Jr • Services-facilities support management services • Virginia
EXHIBIT 10.13 STOCK PURCHASE AGREEMENT Dated as of September 30, 2003
Stock Purchase Agreement • April 5th, 2004 • Viacell Inc • Services-commercial physical & biological research • Massachusetts
EMPLOYEE")
Employment Agreement • May 31st, 2002 • Icon Health & Fitness Inc • Sporting & athletic goods, nec • Utah
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AMENDMENT NO. 7 AND WAIVER TO THE CREDIT AGREEMENT
Credit Agreement • December 11th, 2001 • Iron Age Holdings Corp • Retail-retail stores, nec • New York
ARTICLE I DEFINITIONS
Option Agreement • May 12th, 2000 • Us Lec Corp • Telephone communications (no radiotelephone) • Delaware
BY AND AMONG
Agreement and Plan of Merger • April 16th, 2002 • Autodesk Inc • Services-prepackaged software • Delaware
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 10th, 2007 • Macrochem Corp • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 10, 2007, among MacroChem Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

by and among
Agreement and Plan of Merger • March 29th, 2004 • Amscan Holdings Inc • Paperboard containers & boxes • Delaware
RECITALS:
Stock Option Agreement • September 4th, 1998 • Sterling Software Inc • Services-prepackaged software • Massachusetts
ARTICLE I. DEFINITIONS
Securities Purchase Agreement • April 22nd, 2005 • Macrochem Corp • Pharmaceutical preparations • New York
AGREEMENT ---------
Purchase and Sale Agreement • September 12th, 2003 • Johnson Michael W • Wholesale-computers & peripheral equipment & software • Delaware
EXHIBIT 99.1 LOAN AGREEMENT Dated as of June 28, 2007
Loan Agreement • July 2nd, 2007 • Biogen Idec Inc. • Biological products, (no disgnostic substances) • New York
among
Revolving Credit Agreement • March 19th, 1999 • Berkshire Realty Co Inc /De • Real estate investment trusts • Massachusetts
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