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EXHIBIT 10.24    
    


*** Material has been omitted pursuant to a request for confidential treatment.  


  
 

    Intellectual Property Purchase Agreement    
    


        THIS INTELLECTUAL PROPERTY PURCHASE AGREEMENT ("IP Purchase Agreement") is entered into as of October 10, 2002 ("Effective Date"), by and between
NuVasive, Inc., a Delaware corporation ("Buyer" or "NuVasive") and Spine Partners, LLC, an Ohio limited liability company ("Seller"). Buyer and Seller agree as follows: 


Recitals  


        1.     Seller
is the owner of the entire right, title, and interest in and to certain intellectual property, including US Patent Application Ser. No. 10/105,971 and
International Patent Application PCT/US02/11301 (both entitled "Spinal Alignment Apparatus and Methods"), US Patent Application Ser. No. 60/384,966 (entitled "Anterior Cervical Plate") and US
Patent Application Ser. No. 10/108,287 and International Patent Application Ser. No. PCT/US02/09168 (both entitled "Hinged Anterior Thoracic/Lumbar Plate") (collectively "Patent Applications"),
and know-how and any specifications, test and/or regulatory test data, and prototypes involving the systems described in the Patent Applications, collectively "Intellectual Property
Rights." 


        2.     Subject
to the terms and conditions of this Agreement, Buyer wishes to purchase the Intellectual Property Rights from Seller, and Seller wishes to sell, transfer, convey,
and irrevocably assign the Intellectual Property Rights to Buyer. Buyer agrees and acknowledges that the intellectual property set forth in the Schedule of Exclusions attached hereto as  Exhibit A
are not part of the Intellectual Property Rights being irrevocably assigned to Buyer from Seller under this Agreement.
 


        NOW,
THEREFORE, the parties hereto hereby agree as follows: 


Agreement  


 Section 1

Purchase and Sale of the Intellectual Property Rights  


        Subject to the terms and conditions of this Agreement, Seller agrees to and hereby does sell, transfer, convey, and irrevocably assign the Intellectual Property
Rights to Buyer in consideration of Seller's receipt, on the Effective Date, of a one-time IP Purchase Payment of    ***    and a warrant to purchase 150,000 shares
of Buyer's common stock ("Warrant") pursuant to the NuVasive Common Stock Purchase Warrant attached hereto as Exhibit B. 


Section 2

Royalty Payments  


        2.1   Minimum Annual Royalty Payments. Separate and apart from the IP Purchase Payment and Warrant set forth in
Section 1, Buyer agrees to provide royalty payments to Seller in the amount of    ***    per year ("Minimum Annual Royalty Payment") commencing one (1) year from
the Effective Date and continuing for a period of    ***    years thereafter (totaling    ***    over    ***    years following
the
Effective Date). 


        2.2   Quarterly Royalty Payments. Separate and apart from IP Purchase Payment and Warrant under Section 1 and the
Minimum Annual Royalty Payments under Section 2.1, and subject to Section 2.3 below, Buyer shall provide royalty payments to Seller, payable on a quarterly basis ("Quarterly Royalty
Payments"), based on Net Sales by Buyer (or its affiliates, licensees, or subsidiaries) of any device or system developed, in whole or in part, by Dr. Bret Ferree under that certain Clinical
Advisor and Development Agreement between NuVasive and Dr. Bret Ferree dated October 10, 2002, or otherwise enabled by the assignment of the Intellectual Property Rights under
Section 1 ("Assigned Technology"), but only to the extent the Quarterly Royalty Payments due Seller 





 

during
each twelve (12) month period following the Effective Date exceed the Minimum Annual Royalty Payment, according to the following terms: 




	(a)
	***    %
of Net Sales in the United States;



	(b)
	***    %
of Net Sales on direct international sales in countries where patent protection is obtained for the Assigned Technology;



	(c)
	***    %
of Net Sales on discounted indirect international dealer sales in countries where patent protection is obtained for the Assigned Technology; and



	(d)
	***    %
of Net Sales on international sales in countries where patent protection is not obtained for the Assigned Technology. 




For
purposes of this Agreement, "Net Sales" shall be defined as the actual invoiced price billed to the hospital and/or other professional end users of the Assigned Technology, net of: sales
commissions, returns, transportation charges and any applicable taxes. 




        2.3   Effect of Licensing or Acquiring Third Party Intellectual Property. In the instance Buyer is required to make payments to
license or acquire intellectual property rights owned by third parties (Third Party IP Payments) in order to practice (that is, make, use, sell or offer for sale) the Assigned Technology, such
licensure or acquisition shall have the following effect: 




	(a)
	If
the Third Party IP Payment is at or below    ***    % of Net Sales, Buyer shall bear this expense solely and the Quarterly Royalty Payments to Seller shall not
be modified; and



	(b)
	To
the extent the Third Party IP Payment exceeds    ***    % of Net Sales, Buyer and Seller shall bear this additional expense equally, with Buyer paying
        ***    of this additional Third Party IP Payment and Seller receiving Quarterly Royalty Payments under Sections 2.2(a) and 2.2(b) decreased by    
    ***        of this additional Third Party IP Payment; provided, however:



	a.
	In
no event shall the Quarterly Royalty Payments under Section 2.2(a) drop below ***% of Net Sales; and



	b.
	In
no event shall the Quarterly Royalty Payments under Section 2.2(b) drop below ***% of Net Sales. 









Section 3

Manner of Payment and Inspection of Records  


        3.1   Quarterly Royalty Payments. Any payment due to Seller under Section 2.2 shall be made by Buyer within thirty
(30) days after the end of each calendar quarter and shall be accompanied by an accurate statement of Net Sales of the Assigned Technology and any reduction in Quarterly Royalty Payments based
on Section 2.3. The Quarterly Royalty Payments under Section 2.2 shall remain payable and due Seller for the period during which all patent claims covering Assigned Technology resulting
from Intellectual Property Rights, or any later acquired patent rights to Assigned Technology developed under that certain Clinical Advisor and Development Agreement between NuVasive and
Dr. Bret Ferree dated October 10, 2002, remain valid and enforceable. 



        3.2   Inspection of Records. The acceptance by Seller of any of the statements furnished or payments under Section 3.1
shall not preclude Seller questioning the correctness at any time of any payments or statements. Upon reasonable notice and during regular business hours, Buyer shall from time to time (but no more
frequently than twice a year) make available its records of Net Sales and its calculations of payments to Seller (including its records of returns, transportation charges and any applicable taxes) for
audit at Seller's expense by independent representatives selected by Seller to verify the accuracy of the payments provided to Seller. If such inspection reveals an underpayment of 


*** Material has been omitted pursuant to a request for confidential treatment.  


2





 

payments to Seller, Buyer shall immediately pay to Seller the amount owing to Seller in accordance with the results of the inspection. Upon discovery of an understatement in
the payments of    ***    percent (***%) or more, Buyer shall reimburse Seller for expenses connected with such inspection, including but not limited to, reasonable accounting,
auditing, and legal fees and costs, as well as interest on the unreported and unpaid payment. 


Section 4

Delivery  


        4.1   By Buyer. On the Effective Date, Buyer will deliver to Seller the Warrant and the IP Purchase Payment as set forth in
Section 1. 


        4.2   By Seller. On the Effective Date, Seller shall deliver to Buyer a fully executed Assignment of Intellectual Property
Rights as found in Exhibit C attached hereto (the "IP Assignment"). 


Section 5

Representations, Warranties, and Covenants of Seller  


        Seller hereby represents, warrants, and covenants to Buyer as follows: 


        5.1   No Public Market. Sellers understand that no public market now exists for any of the securities issued to Buyer and that
there is no assurance that a public market will ever exist for the Shares. 



        5.2   Authorization. Seller represents that it has the full right, power, and authority to enter into and perform their
obligations under this Agreement and the IP Assignment (collectively, the "Agreements"). Seller agrees that the Agreements, when executed and delivered by Seller, will constitute valid and binding
conveyances and obligations of Seller, enforceable in accordance with their terms, subject to the laws of general application relating to bankruptcy, insolvency, and the relief of debtors, rules of
law governing specific performance, and injunctive relief. 


        5.3   Consents. Other than filings required by Buyer and compliance with the registration requirements of applicable federal
and state securities laws, or exemptions therefrom, no consent, approval, or authorization of or designation, declaration or filing with any state, federal, or foreign governmental authority, or any
third party, on the part of Seller is required in connection with the valid execution and delivery of the Agreements by Seller, and the consummation of the transactions contemplated hereby. 


        5.4   Ownership of the Intellectual Property Rights. Seller is the owner of the entire right, title, and interest in the
Intellectual Property Rights, and Seller has not previously assigned or licensed the Intellectual Property Rights and is not aware of any infringement issues or adverse claims of ownership to the
Intellectual Property Rights. 


Section 6

Buyer's Conditions to Closing  


        Buyer's obligation to purchase the Intellectual Property Rights is, at the option of Buyer, subject to fulfillment of the following conditions: 


        6.1   Representations. The representations made by Seller in Section 5 hereof shall be true and correct when made, and
shall be true and correct on the Effective Date. 


        6.2   Execution and Delivery of Assignment. On the Effective Date, Seller shall have executed and delivered to Buyer the IP
Assignment Agreement set forth in Exhibit C. 


*** Material has been omitted pursuant to a request for confidential treatment.


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        6.3   Board Approval. The Board of Directors of Buyer shall have approved the issuance of said Warrant. 


Section 7

Miscellaneous  


        7.1   Governing Law; Venue. This Agreement shall be governed in all respects by the laws of the State of California as applied
to contracts made and to be fully performed entirely within the state between residents of California. All disputes arising out of this Agreement shall be subject to the exclusive jurisdiction and
venue of California state courts of San Diego County, California (or, if there is exclusive federal jurisdiction, the United States District Court for the Southern District of California) and the
parties consent to the personal and exclusive jurisdiction and venue of these courts. 


        7.2   Successors and Assigns. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be
binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto. 


        7.3   Indemnification by Buyer. Buyer agrees to indemnify, defend and hold Seller harmless from any third party liability,
losses, damages, or costs (including reasonable attorneys' fees and costs) arising out of or related to any action arising out of: (a) a claim that the manufacture or sale of any device or
product based on the Intellectual Property Rights violates the patent, trademark, or trade name rights of any third party; (b) any alleged defects or failures to perform of any device or
product based on the Intellectual Property Rights; (c) any product liability claims or use of any device or product based on the Intellectual Property Rights; or (d) the advertising,
distribution or marketing of any device or product based on the Intellectual Property Rights. Seller agrees to assist Buyer in the defense of any such action set forth in 7.3(a) through 7.3(d). 



        7.4   Enforcement. In the event that Buyer wishes to enforce Intellectual Property Rights against a third party infringer
(including but not limited to a patent infringement action), Seller will provide reasonable cooperation and assistance in that effort, including being available for witness and deposition testimony,
making documents available, and complying with any other reasonable request. 


        7.5   Insurance. Buyer agrees to maintain product liability insurance coverage of at least $3 million per occurrence and
to name Dr. Bret A. Ferree as an additional insured thereunder. 



        7.6   Entire Agreement, Amendment. This Agreement and the other documents delivered pursuant hereto constitute the full and
entire understanding and agreement between the parties with regard to the subjects hereof and thereof and supersede all prior arrangements an understanding with respect hereto. Neither this Agreement
nor any term hereof may be amended, waived, discharged, or terminated other than by a written instrument signed by Buyer and Seller. 


        7.7   Notices. Any notice or communication required or permitted to be given under this Agreement shall be sufficiently given
when received by certified mail, or by overnight courier, to the parties at the addresses provided below. 



        7.8   Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective if it
materially changes the economic benefit of this Agreement to any party. 


4





 

        The
foregoing Intellectual Property Purchase Agreement is hereby executed by Buyer and Seller as of the date first above written. 



	Buyer:	 	Seller:
	NuVasive, Inc.	 	Spine Partners, LLC
	

By:	

/s/ Alexis Lukianov
 ALEXIS V. LUKIANOV

President & CEO

NuVasive, Inc.

10065 Old Grove Road

San Diego, CA 92131	
 	

By:	

/s/ Bret Ferree
 BRET A. FERREE

President

Spine Partners, LLC

1238 Cliff Lane

Cincinnati, Ohio 45208
	

Date:	

10-10-02
	
 	

Date:	

10/10/02





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EXHIBIT A

Schedule of Exclusions  


6






  



 
 

Schedule of Exclusions
  To IP Purchase Agreement Between NuVasive, Inc. and Spine Partners, LLC,
  Dated October 10, 2002    
    


I.     Issued Patents  



	 
	 	Patent #
	 	Atty #
	 	Title

	1	 	6,245,107	 	10002	 	Methods and Apparatus for Treating Disc Herniation
	2	 	6,248,106	 	10802	 	Cross-Coupled Vertebral Stabilizers
	3	 	6,340,369	 	10102	 	Treating Degenerative Disc Disease with Harvested Disc Cells and Analogues of the Extracellular Matrix
	4	 	6,344,058	 	11502	 	Treating Degenerative Disc Disease Through Transplantation of Allograft Disc and Vertebral Endplates
	5	 	6,352,557	 	11402	 	Treating Degenerative Disc Disease Through Transplantation of Extracellular Nucleus Pulposis Matrix and Autograft Nucleus Pulposis Cells
	6	 	6,371,990	 	10402	 	Annulus Fibrosis Augmentation Methods and Apparatus
	7	 	6,419,702	 	11602	 	Treating Degenerative Disc Disease Through Transplantation of the Nucleus Pulposis
	8	 	6,419,704	 	10302	 	Artificial Intervertebral Disc Replacement Methods and Apparatus
	9	 	6,423,065	 	10803	 	Cross-Coupled Vertebral Stabilizers
	10	 	6,432,107	 	10702	 	Enhanced Surface Spinal Fusion Devices
	11	 	6,454,804	 	11902	 	Engineered Tissue Annulus Fibrosis Augmentation Methods and Apparatus





II.    Pending Patent Applications  



	 
	 	Atty #
	 	Serial #
	 	Title

	***	 	***	 	***	 	***
	2	 	10004	 	10/185,284	 	Devices Used to Treat Disc Herniation and Attachment Mechanisms Therefor
	3	 	10403	 	10/120,763	 	Annulus Fibrosis Augmentation Methods and Apparatus
	4	 	10405	 	10/225,739	 	Disc and Annulus Augmentation Using Biologic Tissue
	5	 	10602	 	09/454,908	 	Spinal Fusion Cage with Lordosis Correction
	6	 	10603	 	10/146,291	 	Spinal Fusion Cage with Lordosis Correction
	***	 	***	 	***	 	***
	8	 	10804	 	10/152,485	 	Cross-Coupled Vertebral Stabilizers including Cam-Operated Cable Connectors
	9	 	10902	 	09/513,128	 	Sublaminar Spinal Fixation Apparatus and Methods
	10	 	11002	 	09/580,231	 	Bone Reinforcers
	***	 	***	 	***	 	***
	12	 	11302	 	09/897,000	 	Method of Treating Disc Herniation and Disc Degeneration with Concentrated Group Differentiation Factors
	***	 	***	 	***	 	***
	14	 	11603	 	10/143,637	 	Treating Degenerative Disc Disease Through Transplantation of Dehydrated Nucleus Pulposis
	15	 	10604	 	10/143,237	 	Method and Apparatus for Providing Nutrition to Intervertebral Disc Tissue
	16	 	10605	 	10/143,275	 	Method of Providing Intervertebral Disc Tissue for Transplantation
	***	 	***	 	***	 	***




*** Material has been omitted pursuant to a request for confidential treatment.


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	***	 	***	 	***	 	***
	19	 	11903	 	10/171,260	 	Engineered Tissue Annulus Fibrosis Augmentation Methods and Apparatus
	***	 	***	 	***	 	***
	21	 	11905	 	10/167,503	 	Synthetic Therapeutic Substances to Aid Tissue Engineered Disc Tissue
	22	 	11906	 	10/170,599	 	Transplantation of Engineered Meniscus Tissue to the Intervertebral Disc Methods and Apparatus
	23	 	11907	 	10/            	 	The Use of Extracellular Matrix Tissue to Preserve Cultured Cell Phenotype
	***	 	***	 	***	 	***
	***	 	***	 	***	 	***
	26	 	12818	 	60/371,546	 	Disc Augmentation with Shape Memory Materials
	***	 	***	 	***	 	***
	***	 	***	 	***	 	***
	***	 	***	 	***	 	***
	***	 	***	 	***	 	***
	***	 	***	 	***	 	***
	32	 	13418	 	60/374,747	 	Restricted Motion Artificial Disc Replacements
	***	 	***	 	***	 	***
	***	 	***	 	***	 	***
	***	 	***	 	***	 	***
	36	 	13818	 	60/376,505	 	Methods and Apparatus for Preventing Migration of Intradiscal Devices
	37	 	13918	 	60/375,185	 	Methods and Apparatus for Placing Intradiscal Devices
	38	 	14018	 	60/379,462	 	Prosthetic Components with Contained Compressible Resilient Members
	***	 	***	 	***	 	***
	***	 	***	 	***	 	***
	***	 	***	 	***	 	***
	***	 	***	 	***	 	***
	***	 	***	 	***	 	***
	44	 	14218	 	60/378,132	 	Lateral Approach Disc Replacement
	***	 	***	 	***	 	***
	***	 	***	 	***	 	***
	***	 	***	 	***	 	***
	48	 	14618	 	60/399,876	 	Spring-Based Artificial Disc
	***	 	***	 	***	 	***
	***	 	***	 	***	 	***
	***	 	***	 	***	 	***
	***	 	***	 	***	 	***
	***	 	***	 	***	 	***
	***	 	***	 	***	 	***
	***	 	***	 	***	 	***
	***	 	***	 	***	 	***
	***	 	***	 	***	 	***
	***	 	***	 	***	 	***
	***	 	***	 	***	 	***
	***	 	***	 	***	 	***
	***	 	***	 	***	 	***




*** Material has been omitted pursuant to a request for confidential treatment.


2





 


	***	 	***	 	***	 	***
	***	 	***	 	***	 	***
	64	 	SP102.1	 	10/048,133	 	Bone Reinforcers
	65	 	SP103.PCT	 	US02/03123	 	Treating Degenerative Disc Disease with Allograft Disc and Vertebral End Plates
	66	 	SP105.1	 	10/108,015	 	Anatomic Posterior Lumbar Plate
	67	 	SP105.PCT	 	US02/09367	 	Anatomic Posterior Lumbar Plate





III.  Improvements. 


        Any
and all improvements to any of the issued patents set forth in Section I above and/or the patent applications set forth in Section II above ("Improvements"), provided
such Improvements are based on any of the issued patents set forth in Section I above and/or any of the patent applications set forth in Section II above which have been sold, licensed,
and/or assigned to another company that sells spinal products. 



IV.    Prior IP Disclosures to Patent Counsel  


        Any and all intellectual property disclosures and/or descriptions submitted in writing by Dr. Bret Ferree to patent counsel John Posa and/or Jerry
Litzinger ("IP Disclosures") that did not make the list of exclusions set forth in Sections I through III above, provided such IP Disclosures were submitted prior to the Effective Date of the IP
Purchase Agreement. "IP Disclosures" as used herein specifically excludes any and all intellectual property disclosures and/or descriptions submitted to patent counsel regarding the Intellectual
Property Rights being assigned to NuVasive under the IP Purchase Agreement. 


*** Material has been omitted pursuant to a request for confidential treatment.


3






  



 
 

EXHIBIT B    
    
    NuVasive Common Stock Purchase Warrant    
    


7








THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE
SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (A) SUCH TRANSFER IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW OR (B) THE HOLDER SHALL DELIVER TO THE ISSUER AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE ISSUER THAT
SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAW.


 
 

NUVASIVE, INC.    
    
    Common Stock Purchase Warrant    




	CS-1	 	 
	

To Subscribe for and Purchase	
 	

October 10, 2002
	150,000 Shares of Common Stock of

NuVasive, Inc.	 	 





        This certifies that, for value received, Spine Partners, LLC, an Ohio limited liability company ("Spine Partners"), or its registered assigns (the "Holder"), is
entitled to subscribe for and purchase from NuVasive, Inc., a Delaware corporation (the "Company"), up to 150,000 shares (subject to adjustment as hereinafter provided) (each, a "Warrant Share"
and collectively, the "Warrant Shares") of fully paid and non-assessable Common Stock of the Company (the "Common Stock"), subject to the provisions and upon the terms and conditions
hereinafter set forth, at an exercise price of $0.25 per share at or prior to 5:00 p.m. California time on October 10, 2012 (the "Exercise Period"). This Warrant and any Warrant
subsequently issued upon exchange or transfer hereof are hereinafter collectively called the "Warrant." This Warrant is issued to the Holder in connection with that certain Intellectual Property
Purchase Agreement by and between the Holder and the Company dated October 10, 2002 (the "IP Purchase Agreement"). 


        Section 1.    Vesting in Warrant Shares.    The Warrant Shares shall vest immediately upon execution of that
certain Intellectual Property Purchase Agreement by and between the Holder and the Company dated October 10, 2002. 


        Section 2.    Exercise of Warrant.    This Warrant may only be exercised for vested shares ("Vested Warrant
Shares"). This Warrant is exercisable with respect to any or all of the Vested Warrant Shares, at the option of the Holder, at any time and from time to time during the Exercise Period, upon surrender
of this Warrant to the Company together with (a) a duly completed Notice of Exercise, in the form attached hereto as Exhibit A, and
(b) payment of an amount equal to the Exercise Price multiplied by the number of Vested Warrant Shares with respect to which this Warrant is being exercised as provided in Section 3. If
the Holder exercises this Warrant with respect to less than all of the Warrant Shares represented by this Warrant, the Company shall cancel this Warrant upon the surrender thereof and shall execute
and deliver to the Holder a new Warrant for the balance of the Warrant Shares. 



        Section 3.    Payment.    Payment of the Exercise Price for the Vested Warrant Shares with respect to which
this Warrant is being exercised shall be made, at the option of the Holder, (a) by delivery of cash payable by wire transfer of immediately available funds, (b) by the delivery of a
cashier's or certified check, or (c) by any combination of items (a)-(b). 


        Section 4.    Mechanics of Exercise.    In the event of any exercise of this Warrant, a certificate or
certificates for the shares of Common Stock so purchased, registered in the name of the Holder, or its nominee or other party designated in the Notice of Exercise by the Holder hereof, shall be
delivered to the Holder within thirty (30) business days after the date on which this Warrant shall have been so 





 



exercised.
The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such
shares on the date on which this Warrant was surrendered and payment of the Warrant is made, except that, if the date of such surrender and payment is a date on which the stock transfer books of the
Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. No payment or
adjustment shall be made upon any exercise on account of any cash dividends on the Common Stock issued upon such exercise. Fractional shares shall be treated as set forth in Section 9 hereof. 


        Section 5.    Representations and Warranties of the Holder.    The Holder hereby represents and warrants to and
for the benefit of the Company, with knowledge that the Company is relying thereon in issuing this Warrant to the Holder, as follows: 



        (a)    Purchase Entirely for Own Account.    By the Holder's execution of this Warrant, the Holder hereby confirms
that this Warrant, and the Warrant Shares issuable upon exercise of this Warrant (collectively, the "Securities") shall be acquired for investment for the Holder's own account, not as a nominee or
agent, and not with a view to the resale or distribution of any part thereof, and that the Holder has no present intention of selling, granting any participation in, or otherwise distributing the
same. By executing this Warrant, the Holder further represents that the Holder does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person or to any third person, with respect to any of the Securities. The Holder represents that it has full power and authority to enter into this Warrant. 


        (b)    Investment Experience.    The Holder is an investor in securities of companies in the development stage and
acknowledges that it is able to fend for itself, can bear the economic risk of its investment and has such knowledge and experience in financial or business matters that it is capable of evaluating
the merits and risks of the investment in the Securities. 



        (c)    Accredited Investor.    The Holder is an "accredited investor" within the meaning of Securities and Exchange
Commission Rule 501 of Regulation D, as now in effect. 


        (d)    Restricted Securities.    The Holder understands that the Securities it is and shall be purchasing are
characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such
laws and applicable regulations such securities may be resold without registration under the Act, only in certain limited circumstances. In this connection, the Holder represents that it is familiar
with Rule 144 promulgated under the Act, as now in effect, and understands the resale limitations imposed thereby and by the Act. 


        (e)    Legends.    The Holder understands that the certificates evidencing the Securities may bear one or all of the
following or other legends: 



          (i)  "The
securities evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or the securities laws of any state of
the United States. The securities evidenced by this certificate may not be offered, sold or transferred for value directly or indirectly, in the absence of such registration under the Act and
qualification under applicable state laws, or pursuant to an exemption from registration under the Act and qualification under applicable state laws, the availability of which is to be established to
the reasonable satisfaction of the Company." 


         (ii)  Any
legend required by the laws of the State of California, including any legend required by the California Department of Corporations and Sections 417 and 418 of the
California Corporations Code. 




2





 





        (iii)  Any
legend required to be placed on the Securities purchased by investors in any future sale or offering of any Securities, but only to the extent that such legend is
required to be placed on all other shares of Common Stock. 


        (iv)  Any
legend required by any future stockholders, voting or other agreement to which the Holder or Securities may be subject, but only to the extent that such legend is
required to be placed on all other shares of Common Stock. 





        Section 6.    Restrictions on Disposition.    Without in any way limiting the representations set forth in
Section 5 above, the Holder further agrees not to make any disposition of all or any portion of the Securities unless and until the transferee has agreed in writing for the benefit of the
Company to be bound by this Section 6, and in addition thereto, one of the following conditions is satisfied: 



        (a)    Securities Registered.    There is then in effect a registration statement under the Act covering such proposed
disposition and such disposition is made in accordance with such registration statement. 


        (b)    Registration Not Required.    The Holder shall have (i) notified the Company of the proposed disposition
and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by the Company, furnished the Company
with an opinion of counsel, satisfactory to the Company, that such disposition will not require registration of the Securities under the Act; provided,
however, that the Company will not require opinions of counsel for transactions made pursuant to Rule 144, except in unusual circumstances. 




        Section 7.    Market Stand Off.    



        (a)    Market Standoff Period; Agreement.    Holder hereby agrees that, during the period of duration (such period not
to exceed 180 days) specified by the Company and an underwriter of Common Stock or other securities of the Company, following the effective date of a registration statement of the Company filed
under the Act, it shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale),
grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company held by it at any time during such period except
Common Stock included in such registration. 


        (b)    Stop Transfer Instructions.    In order to enforce the foregoing covenants, the Company may impose
stop-transfer instructions with respect to the securities of each Holder (and the securities of every other person subject to the restrictions in this Section 7). 


        (c)    Transferees Bound.    Each Holder agrees that prior to the Company's initial public offering it will not
transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions of this Section 7. 




        Section 8.    Adjustment.    The number of shares of Common Stock (or any shares of stock or other securities
which may be) issuable upon the exercise of this Warrant and the Exercise Price hereunder shall be subject to adjustment from time to time upon the happening of certain events, as follows: 



        (a)    Subdivisions, Combinations and Other Issuances.    If the Company shall at any time prior to the expiration of
this Warrant subdivide its Common Stock, by split-up or otherwise, or combine its Common Stock, or issue additional shares of its Common Stock as a dividend with respect to any shares of
its Common Stock, the number of Warrant Shares issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately
decreased in the case of a combination. Appropriate adjustments shall also be made to the Exercise Price payable per share, but the aggregate Exercise Price payable for the total number of Warrant
Shares purchasable under this Warrant (as adjusted) shall remain the 



3





 

same.
Any adjustment under this Section 8(a) shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such
dividend, or in the event that no record date is fixed, upon the making of such dividend. 


        (b)    Reclassification, Reorganization and Consolidation.    In case of any reclassification, capital reorganization,
or change in the Common Stock of the Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 8(a) above), then, as a condition of such
reclassification, reorganization, or change, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that
the Holder shall have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares
of stock and other securities and property receivable in connection with such reclassification, reorganization, or change by a holder of the same number of shares of Common Stock as were purchasable
by the Holder immediately prior to such reclassification, reorganization, or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the Holder so that
the provisions hereof, including the provisions set forth in Section 1, shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon
exercise hereof, and appropriate adjustments shall be made to the Exercise Price per share payable hereunder, provided the aggregate Exercise Price shall remain the same. 



        (c)    Notice of Adjustments and Record Dates.    The Company shall promptly notify the Holder in writing of each
adjustment or readjustment of the Exercise Price hereunder and the number of shares of Common Stock (or any shares of stock or other securities which may be) issuable upon the exercise of this
Warrant. Such notice shall state the adjustment or readjustment and show in reasonable detail the facts on which that adjustment or readjustment is based. In the event of any taking by the Company of
a record of the holders of Common Stock for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, the Company shall notify the Holder in
writing of such record date at least ten (10) days prior to the date specified therein. 



        (d)    No impairment.    The Company shall not avoid or seek to avoid the observance or performance of any of the
terms to be observed or performed hereunder by the Company, but shall at all times in good faith assist in the carrying out of all the provisions of this Warrant. Without limiting the generality of
the foregoing, the Company (a) shall at all times reserve and keep available a number of its authorized shares of Common Stock which shall be sufficient to permit the exercise of this Warrant
and (b) shall take all such action as may be necessary or appropriate in order that all shares of Common Stock as
may be issued pursuant to the exercise of this Warrant shall, upon issuance, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the
issue thereof. 




        Section 9.    Fractional Shares.    No fractional shares shall be issued upon the exercise of this Warrant. In
lieu of any fractional share to which the Holder would otherwise be entitled, the Company shall make a cash payment equal to the Exercise Price multiplied by such fraction. 


        Section 10.    Early Termination.    In the event of, at any time during the Exercise Period, an initial public
offering of securities of the Company under the Act, the Company shall provide to the Holder thirty (30) days advance written notice of such public offering, and this Warrant shall terminate
unless exercised prior to the date such public offering is closed. 


        Section 11.    No Stockholder Rights.    This Warrant in and of itself shall not entitle the Holder to any
voting rights or other rights as a stockholder of the Company. 


4





 



        Section 12.    Transfer of Warrant.    Subject to applicable laws and the restrictions on transfer set forth
pursuant to Section 6 of this Warrant, this Warrant and all rights hereunder are transferable, by the Holder in person or by duly authorized attorney, upon delivery of this Warrant and the Form
of Assignment attached hereto as Exhibit B to any transferee designated by Holder. The transferee shall sign an investment letter in form and
substance satisfactory to the Company. 


        Section 13.    Lost, Stolen, Mutilated, or Destroyed Warrant.    If this Warrant is lost, stolen, mutilated or
destroyed, the Company may, on such terms as to indemnify or otherwise as it may reasonably impose (which shall, in the case of a mutilated warrant, include the surrender thereof), issue a new warrant
of like denomination and tenor as the warrant so lost, stolen, mutilated or destroyed. 


        Section 14.    Notices, Etc.    All notices and other communications required or permitted hereunder shall be
in writing and shall be sent by telex, telegram, express mail or other form of rapid communications, if possible, and if not then such notice or communication shall be mailed by first-class mail,
postage prepaid, addressed in each case to the party entitled thereto at the following addresses: (a) if to the Company, to NuVasive, Inc., Attention: Chief Executive Officer, 10065 Old
Grove Road, San Diego, CA 92131, and (b) if to the Holder, to Spine Partners, LLC, Attention: Dr. Bret A. Ferree, 1238 Cliff Lane, Cincinnati, OH 45208, or at such other address as one
party may furnish to the other in writing. Notice shall be deemed effective on the date dispatched if by personal delivery, telecopy, telex or telegram, two days after mailing if by express mail, or
three days after mailing if by first-class mail. 


        Section 15.    Acceptance.    Receipt of this Warrant by the Holder shall constitute acceptance of and
agreement to all of the terms and conditions contained herein. 


        Section 16.    Governing Law.    This Warrant and all rights, obligations and liabilities hereunder shall be
governed by the laws of the state of California as applied to agreements among California residents entered into an to be performed entirely within California. 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK] 


5





 

        The
Company has caused this Warrant to be duly executed and delivered on and as of October 10, 2002. 



	 	 	NUVASIVE, INC.
	

 	
 	

By:	

/s/ Alexis Lukianov

	 	 	Name:	Alexis V. Lukianov

	 	 	Title:	President and CEO

	

        The undersigned. Holder agrees and accepts this Warrant and acknowledges that it has read and confirms each of the representations contained in Section 5.
	

 	
 	

SPINE PARTNERS, LLC
	

 	
 	

By:	

/s/ Bret Ferree

	 	 	Name:	Bret A. Ferree

	 	 	Title:	President





[SIGNATURE PAGE TO COMMON STOCK PURCHASE WARRANT] 


6







 
 

EXHIBIT A
  
    NOTICE OF EXERCISE    




        (1)   The
undersigned hereby elects to purchase            shares of the Common Stock of NuVasive, Inc. (the "Company") pursuant to the terms of the attached
Warrant, and tenders herewith payment of the Exercise Price in full, together with all applicable transfer taxes, if any. 


        (2)   Please
issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: 



	

 	
 	

 
	    
 (Name)	 	 
	    
 (Address)	 	 





        (3)   The
undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view
to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the
Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company;
(iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the
merits and risks of this investment and protecting the undersigned's own interest; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have
not been registered under the Securities Act of 1933, as amended (the "Securities Act"), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption
depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held
indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock
may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by
Rule 144, that among the conditions for use of Rule 144 is the availability of current information to the public about the Company and the Company has not made such information available
and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in
effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement, or the undersigned has provided
the Company with an opinion of counsel satisfactory to the Company, stating that such registration is not required. 


EXHIBIT A 







	

    
	
 	

    

	Date	 	(Signature)
	 	 	    

	 	 	(Print Name)




[SIGNATURE
PAGE TO NOTICE OF EXERCISE OF COMMON STOCK

PURCHASE WARRANT OF NUVASIVE, INC.] 







 
 

EXHIBIT B    
    
    ASSIGNMENT FORM    



(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.) 


        For
value received, the foregoing Warrant and all rights evidenced thereby are hereby assigned to 



	Name:	    

	(Please Print)
	Address:	 
	 	    

	(Please Print)
	Date:	 
	 	    

	Holder's
	Signature:	 
	 	    

	Holder's
	Address:	 
	 	    






NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without
alteration or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the
foregoing Warrant. 


EXHIBIT
B 





 
 

EXHIBIT C    
    
    Assignment of Intellectual Property Rights    



        In
consideration of the mutual obligations set forth in this Intellectual Property Purchase Agreement dated October 10, 2002 by and between NuVasive, Inc. ("NuVasive") and
Spine Partners, LLC ("Spine Partners"), the adequacy and receipt of which is hereby acknowledged, Dr. Bret Ferree, President of Spine Partners and owner of the entire right, title, and interest
in and to certain intellectual property, including US Patent Application Ser. No. 10/105,971 and International Patent Application PCT/US02/11301 (both entitled "Spinal Alignment Apparatus and
Methods"), US Patent Application Ser. No. 60/394,966 (entitled "Anterior Cervical Plate") and US Patent Application Ser. No. 10/108,287 and International Patent Application Ser. No.
PCT/US02/09168 (both entitled "Hinged Anterior Thoracic/Lumbar Plate") (collectively "Patent Applications"), and know-how and any specifications, test and/or regulatory test data, and
prototypes involving the systems described in the Patent Applications ("Intellectual Property Rights"), hereby sells and irrevocably assigns to NuVasive the entire right, title and interest in and to
the Intellectual Property Rights and any and all patent future applications based upon the Intellectual Property Rights, including but not limited to all related PCT and/or national applications
(foreign and domestic), continuation applications, continuations-in-part applications, divisional applications, and applications upon which the Intellectual Property Rights
claim priority, to be held and enjoyed by NuVasive, its successors and assigns, as fully and entirely as the same would have been held and enjoyed by Dr. Ferree and Spine Partners had this
assignment and sale note been made. 


        In
testimony whereof, I, Dr. Bret A. Ferree, individually and on behalf of Spine Partners, sign this Assignment of Intellectual Property Rights this 10th day of
October, 2002. 



	By:	/s/ Bret Ferree
	 	 
	BRET A. FERREE

1238 Cliff Lane

Cincinnati, Ohio 45208	 	 
	

 	

 	
 	

/s/ illegible
 [Notary Seal]











QuickLinks



EXHIBIT 10.24


Intellectual Property Purchase Agreement



Schedule of Exclusions To IP Purchase Agreement Between NuVasive, Inc. and Spine Partners, LLC, Dated October 10, 2002


EXHIBIT B NuVasive Common Stock Purchase Warrant



NUVASIVE, INC. Common Stock Purchase Warrant


EXHIBIT A NOTICE OF EXERCISE


EXHIBIT B ASSIGNMENT FORM

EXHIBIT C Assignment of Intellectual Property Rights