ATRC » Topics » Item 1.01. Entry into a Material Definitive Agreement.

This excerpt taken from the ATRC 8-K filed Aug 9, 2007.

Item 1.01. Entry into a Material Definitive Agreement.

Bill of Sale and Assignment Agreement

On August 7, 2007, AtriCure, Inc. (“AtriCure”) entered into a Bill of Sale and Assignment Agreement (the “Agreement”) with CooperSurgical, Inc. (“Cooper”). Under the terms and conditions of the Agreement, AtriCure acquired from Cooper the Frigitronics® CCS-200 product line for use in cardiovascular cryosurgery, which includes a console and a variety of reusable probes. Additionally, AtriCure acquired certain assets, including inventory and manufacturing equipment that are related specifically to the acquired product line. The product line is used during cardiac surgery for the ablation of cardiac tissue during open-heart procedures. The agreement grants a limited worldwide license (the “License”) to AtriCure for no more than four years to utilize the Frigitronics® trademark and CCS-200 in combination with AtriCure in the field of cardiac cryosurgery. In consideration for the product line, related assets and the License, AtriCure agreed to pay Cooper $3,661,536, of which $3,244,244 was paid in cash on August 8, 2007 and the balance, $417,922, is payable to Cooper under an unsecured promissory note that bears interest at 5 percent. The promissory note is payable in full within three days following the completion by Cooper of defined manufacturing services and delivery to AtriCure of all remaining tangible assets acquired.

Additionally, under the terms and conditions of the Agreement, Cooper is to manufacture and supply to AtriCure 23 consoles and 40 probes between September and December of 2007. Additionally, during this period, Cooper will provide warranty and replacement services related to the acquired product line.

Non-Competition Agreement

AtriCure and Cooper also entered into a Non-Competition Agreement on August 7, 2007. Under the terms of the non-compete agreement, Cooper is restricted, on a worldwide basis, from selling, distributing, manufacturing, advertising or promoting cryosurgical products intended for use in cardiovascular cryosurgery for eight years. Further, AtriCure is restricted, on a worldwide basis, from selling, distributing, manufacturing, advertising or promoting cryosurgical products intended for ophthalmic or gynecological cryosurgery for eight years.

The foregoing descriptions of the Agreement and the Non-Competition Agreement do not purport to be complete and are qualified in their entirety by reference to such agreements, copies of which are attached as Exhibits 10.1 and 10.2, respectively, to this Form 8-K and incorporated herein by reference.

This excerpt taken from the ATRC 8-K filed Jan 9, 2007.

Item 1.01. Entry into a Material Definitive Agreement.

On January 9, 2007, we announced that we entered into an Employment Agreement, dated as of January 5, 2007, with Julie A. Piton. Under the terms of the Agreement, Ms. Piton, 35, will serve as our Vice President of Finance and Administration and Chief Financial Officer. Ms. Piton will commence employment with us on January 23, 2007.

Prior to joining us, Ms. Piton was the Vice President of Finance and Investor Relations at School Specialty, Inc., a supplier of supplemental educational supplies and products. During her eight-year tenure with School Specialty, Inc., Ms. Piton held various financial executive positions, including Corporate Controller, Vice President Finance, divisional Chief Financial Officer and most recently Vice President Finance and Investor Relations.

Pursuant to the terms of her Agreement with us, Ms. Piton will be paid a base salary of $225,000 per year and will be eligible to receive a year-end annual bonus, if any, the full potential of which is a minimum of 30% of her salary. Additionally, under the terms of the Agreement, Ms. Piton will be granted an option to purchase 100,000 shares of our common stock under our 2005 Equity Incentive Plan at a per-share exercise price equal to the fair market value of our common stock on the date of grant. The terms of the Agreement also require Ms. Piton to relocate within a 50-mile radius of our current principal office within 6 months of her start date. We will reimburse her in an amount up to $100,000 for out-of-pocket expenses incurred in connection with her relocation. However, if Ms. Piton voluntarily terminates her employment with us during the 2-year period following January 5, 2007, she will repay to us a portion of the total sum previously reimbursed.

Pursuant to the terms of the Agreement, either we or Ms. Piton may terminate Ms. Piton’s employment under the Agreement at any time for any reason or no reason and no minimum period of employment is required. If Ms. Piton voluntarily terminates the Agreement, she must give us at least 45 days’ prior written notice. If we voluntarily terminate the Agreement, we are not obligated to give Ms. Piton any prior written notice. In the event that we terminate the employment of Ms. Piton Without Cause or if she terminates her employment for Good Reason, each as defined in the Agreement, Ms. Piton is entitled to a severance payment equal to six months of her then base salary and if such termination occurs during a change of control period, Ms. Piton is entitled to a severance payment equal to six months of her then base salary plus an amount equal to her full bonus potential for the year in which the termination occurred.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 to this Form 8-K and incorporated into this Item 1.01 by reference. Please see the Agreement and the press release announcing Ms. Piton’s hiring, attached as exhibits to this Form 8-K, for further information.


This excerpt taken from the ATRC 8-K filed Jan 5, 2007.

Item 1.01. Entry into a Material Definitive Agreement.

As previously announced, Michael D. Hooven, Co-Founder and Chief Technology Officer, is transitioning from his operating role to a consultant. We entered into a Consulting Agreement, dated as of January 1, 2007, with Mr. Hooven, who is also one of our directors. Under the terms of the Agreement, Mr. Hooven will provide consulting services and advice to us with respect to the creation and development of new products and product platforms relating to cardiac arrhythmias and the prevention or reduction of strokes using cardiac devices.

Pursuant to the terms of the Agreement, Mr. Hooven will devote 20 hours per week to the performance of his obligations under the Agreement. As consideration for his services and for assigning the rights to inventions, designs, patents, trademarks and copyrights and other intellectual property as provided for in the Agreement, Mr. Hooven will be paid $12,000 per month. Additionally, under the terms of the Agreement, until December 31, 2009, Mr. Hooven will not compete with us in the United States and will not solicit any of our employees or independent contractors to leave, or cease rendering services to, us. Additionally, until December 31, 2009, Mr. Hooven will not distribute, sell, market or promote any medical device that is designed to prevent, treat or diagnose cardiac diseases or disorders unless he notifies us and provides us with an opportunity to consummate an agreement to jointly engage in the activities in which he proposes to engage. The term of the Agreement is one year, ending on December 31, 2007; provided, however, that if there is a change of control event, the Agreement will terminate automatically upon consummation of the change of control event.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 to this Form 8-K and incorporated into this Item 1.01 by reference. Please see the Agreement, attached as an exhibit to this Form 8-K, for further information.

This excerpt taken from the ATRC 8-K filed Jul 20, 2006.

Item 1.01. Entry into a Material Definitive Agreement.

On July 18, 2006, we entered into an Agreement, effective as of June 6, 2005, with The Cleveland Clinic relating to our rights and obligations with respect to the publicly announced grants from the State of Ohio for, among other things, the creation of the Atrial Fibrillation Innovation Center. Those grants are intended to further the development of treatments to help prevent and potentially cure atrial fibrillation. We have existing relationships with The Cleveland Clinic, including through its employment of key opinion leaders that are consultants to us and our provision of unrestricted educational grants to The Cleveland Clinic.

Pursuant to the terms of the Agreement, we are required to supply personnel and materials to accomplish certain research-related activities in connection with the grant and, over a three-year period, we will receive up to a total of approximately $0.9 million for personnel and materials and The Cleveland Clinic will acquire up to approximately $2.4 million in capital equipment for our use in support of our performance of the Agreement. Over the same three-year period, we are required to expend approximately $7.7 million for operating expenses and approximately $4.8 million for capital expenses at our facility in support of the Agreement, which amounts we believe represent ordinary course expenditures that we would have otherwise anticipated making.

The terms of the Agreement specify the division of ownership of intellectual property developed in the performance of the Agreement and provide, among other things, that we will own all intellectual property we develop alone and certain intellectual property that is jointly developed and we will have the option to license certain intellectual property that is owned by The Cleveland Clinic and developed in the performance of the Agreement. Additionally, the Agreement terminates on December 6, 2008. However, we and The Cleveland Clinic may terminate the Agreement at any time by giving 30 days’ prior written notice.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 to this Form 8-K and incorporated into this Item 1.01 by reference. Please see the Agreement, attached as an exhibit to this Form 8-K, for further information.

This excerpt taken from the ATRC 8-K filed Apr 12, 2006.

Item 1.01 Entry into a Material Definitive Agreement.

In consultation with the Compensation Committee, our Board of Directors approved changes on April 6, 2006 to the compensation given to our non-employee directors, effective immediately. Directors will now receive an annual retainer of $20,000, with additional fees of $25,000 to the Chairman of the Board, $10,000 to the Chair of the Audit Committee, $5,000 to the Chair of the Compensation Committee and $5,000 to the Chair of the Nominating and Corporate Governance Committee.

In addition, the initial stock option grant to non-employee directors upon joining our Board was increased from 20,000 shares to 50,000 shares, which vests one-fourth on each anniversary of the date of the grant. The annual stock option grant after each Annual Meeting of Stockholders to each of our non-employee directors who has been a director for at least six months was increased from 3,000 shares to 10,000 shares, which vests one-third on the earlier of each anniversary of the date of the grant or the Annual Meeting of Stockholders that year. In light of the change in initial stock option grants, the Board approved stock option grants for 30,000 shares to the non-employee directors who will stand for re-election at the Annual Meeting of Stockholders, which vest one-fourth on each anniversary of the date of grant. Vesting of the options described in this paragraph are subject to continued service as a director.

Non-employee directors also receive a fee for each Board meeting of $1,500 for in-person attendance and $500 for participation by telephone and a fee for each Committee meeting of $750 for in-person attendance and $350 for participation by telephone.

This excerpt taken from the ATRC 8-K filed Nov 28, 2005.

Item 1.01. Entry into a Material Definitive Agreement.

 

On November 21, 2005, we entered into a Royalty Agreement, effective as of October 1, 2005, with Randall K. Wolf, M.D., the co-inventor of the Wolf Dissector, a disposable handpiece used during sole-therapy minimally invasive surgical procedures. Pursuant to the terms of the Royalty Agreement, we will pay to Dr. Wolf royalties based on revenues from sales of the Wolf Dissector and certain other inventions, improvements or ideas, at royalty rates which range from 1.5% to 15% of such revenues. During the term of the Royalty Agreement we are required to pay Dr. Wolf a minimum of $50,000 in royalties per quarter and up to an aggregate of $2,000,000 in royalties during the term of the Agreement. The Agreement terminates on December 31, 2009; however, we and Dr. Wolf each have the right at any time to terminate the Royalty Agreement immediately for cause.

 

A copy of the Royalty Agreement will be filed with the Securities and Exchange Commission as an exhibit in our next Form 10-K and the foregoing description of the Royalty Agreement does not purport to be complete and is qualified in its entirety by reference to such Agreement.

 

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