AmongAgreement and Plan of Merger • December 20th, 2004 • Guidant Corp • Surgical & medical instruments & apparatus • Indiana
Common StockUnderwriting Agreement • October 16th, 1996 • Guidant Corp • Surgical & medical instruments & apparatus • New York
Exhibit 2.1 AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this "Amendment") dated as of January 11, 2006, by and among JOHNSON & JOHNSON, a New Jersey corporation ("Parent"), SHELBY MERGER SUB, INC., an Indiana corporation and...Agreement and Plan of Merger • January 12th, 2006 • Guidant Corp • Surgical & medical instruments & apparatus • Indiana
W I T N E S S E T H :Credit Agreement • November 14th, 2001 • Guidant Corp • Surgical & medical instruments & apparatus • New York
Exhibit 4.1 SECOND AMENDMENT TO RIGHTS AGREEMENT Second Amendment (the "Amendment"), effective as of January 25, 2006 between Guidant Corporation, an Indiana corporation (the "Company") and Computershare Trust Company, N.A. (formerly known as...Rights Agreement • January 27th, 2006 • Guidant Corp • Surgical & medical instruments & apparatus • Indiana
Exhibit 10.1 SETTLEMENT AGREEMENT -------------------- This Settlement Agreement (the "Settlement Agreement") is entered into effective as of November 14, 2005, by and between GUIDANT CORPORATION ("Guidant"), on the one hand, and JOHNSON & JOHNSON...Settlement Agreement • November 18th, 2005 • Guidant Corp • Surgical & medical instruments & apparatus • New York
Page ARTICLE 1 Definitions..................................................... ................................. 1 ARTICLE 2 Loan............................. ................................................................ 7 2.1 Loan.......Credit Agreement • August 20th, 1998 • Guidant Corp • Surgical & medical instruments & apparatus • Indiana
EXHIBIT 1.1 GUIDANT CORPORATION DEBT SECURITIES Underwriting AgreementGuidant Corp • February 17th, 1999 • Surgical & medical instruments & apparatus • New York
COMPOSITE CONFORMED COPY 364-DAY CREDIT AGREEMENTCredit Agreement • March 24th, 1999 • Guidant Corp • Surgical & medical instruments & apparatus • New York
and EquiServe Trust Company, N.A., Rights AgentRights Agreement • December 20th, 2004 • Guidant Corp • Surgical & medical instruments & apparatus • Indiana
EXHIBIT 99.1 SUPPORT AGREEMENT SUPPORT AGREEMENT, dated as of October 5, 1997, between Guidant Corporation, an Indiana corporation ("Guidant"), and the undersigned stockholders of EndoVascular Technologies, Inc., a Delaware corporation ("EVT") (the...Exhibit 99 • November 6th, 1997 • Guidant Corp • Surgical & medical instruments & apparatus • Delaware
AGREEMENT AND PLAN OF MERGER by and among GUIDANT CORPORATION CLYDESDALE ACQUISITION CORP.Agreement and Plan of Merger • September 9th, 1999 • Guidant Corp • Surgical & medical instruments & apparatus • Delaware
364-DAY CREDIT AGREEMENT dated as ofCredit Agreement • November 14th, 2000 • Guidant Corp • Surgical & medical instruments & apparatus • New York
ARTICLE ISupport Agreement • September 9th, 1999 • Guidant Corp • Surgical & medical instruments & apparatus • Delaware
EXHIBIT 4.2 SUPPLEMENTAL INDENTURE, dated as of ___________ __, 1998, between GUIDANT CORPORATION, an Indiana corporation (the "Company"), having its principal executive office at 111 Monument Circle, 29th Floor, Indianapolis, Indiana 46204, and...Indenture • November 25th, 1998 • Guidant Corp • Surgical & medical instruments & apparatus • New York
Exhibit 10.1 Form of Voting Agreement VOTING AGREEMENT, dated as of January [__], 2006 (this "Agreement"), between GUIDANT CORPORATION, an Indiana corporation (the "Company"), and [_____________][, a [____________ limited partnership]] (the...Voting Agreement • January 27th, 2006 • Guidant Corp • Surgical & medical instruments & apparatus • New York
EXHIBIT 10.6 AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT MADE this 28th day of January, 2004, by and between Mirowski Family Ventures, LLC, a Limited Liability Company organized and existing under the laws of the State of Maryland (hereinafter...Exclusive License Agreement • February 15th, 2005 • Guidant Corp • Surgical & medical instruments & apparatus • Indiana
EXHIBIT 2.1 CONFORMED COPY STOCK AND ASSET PURCHASE AGREEMENTStock and Asset Purchase Agreement • February 4th, 1999 • Guidant Corp • Surgical & medical instruments & apparatus • New York
required, unless an exemption applies or unless the required taxpayer identification information is provided. See Instruction 10 of the Letter of Transmittal. 5. The Offer and withdrawal rights will expire at 12:00 midnight, New York City time, on...Guidant Corp • August 20th, 1998 • Surgical & medical instruments & apparatus
RECITALSMaster License Agreement • August 7th, 2000 • Guidant Corp • Surgical & medical instruments & apparatus • New York
FIVE-YEAR CREDIT AGREEMENT dated as ofGuidant Corp • March 24th, 1999 • Surgical & medical instruments & apparatus • New York
AGREEMENTAgreement • March 13th, 2006 • Guidant Corp • Surgical & medical instruments & apparatus • Minnesota
RECITALSConfidential Settlement Agreement • March 24th, 1999 • Guidant Corp • Surgical & medical instruments & apparatus • California
FORM OF SHAREHOLDER AGREEMENT -----------------------------Shareholder Agreement • August 20th, 1998 • Guidant Corp • Surgical & medical instruments & apparatus • Delaware
364-DAY CREDIT AGREEMENT dated as ofAssignment and Assumption Agreement • November 16th, 1999 • Guidant Corp • Surgical & medical instruments & apparatus • New York
EXECUTION COPY STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of August 30, 1999 (the "Agreement"), between Guidant Corporation, an Indiana corporation (the "Grantee"), and CardioThoracic Systems, Inc., a Delaware corporation (the "Grantor")....Stock Option Agreement • September 9th, 1999 • Guidant Corp • Surgical & medical instruments & apparatus • Delaware
ContractAgreement and Plan of Merger • January 17th, 2006 • Guidant Corp • Surgical & medical instruments & apparatus • Indiana
AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Amendment”) dated as of January 13, 2006, by and among JOHNSON & JOHNSON, a New Jersey corporation (“Parent”), SHELBY MERGER SUB, INC., an Indiana corporation and a wholly owned Subsidiary of Parent (“Sub”), and GUIDANT CORPORATION, an Indiana corporation (the “Company”).
ARTICLE I The Merger SECTION 1.01. The Merger...................................................1 SECTION 1.02. Closing......................................................2 SECTION 1.03. Effective Time...............................................2...Merger Agreement • November 18th, 2005 • Guidant Corp • Surgical & medical instruments & apparatus • Indiana
OPTIONNonqualified Stock • February 15th, 2005 • Guidant Corp • Surgical & medical instruments & apparatus • Indiana
EXHIBIT 2.2 SUPPORT AGREEMENT SUPPORT AGREEMENT, dated as of October 5, 1997, between Guidant Corporation, an Indiana corporation ("Guidant"), and the undersigned stockholders of EndoVascular Technologies, Inc., a Delaware corporation ("EVT") (the...Support Agreement Support Agreement • October 28th, 1997 • Guidant Corp • Surgical & medical instruments & apparatus • Delaware
AmongMerger Agreement • January 27th, 2006 • Guidant Corp • Surgical & medical instruments & apparatus • Indiana
Page ARTICLE 1 The Merger 1 1.1 The Merger 1 1.2 Tranche A and Tranche B 2 1.3 Anti-Dilution Provisions 3 ARTICLE 2 Effect of the Merger on the Capital Stock of the Constituent Corporations; Exchange of Certificates 3 2.1 Manner of Converting Shares 3...Agreement and Plan of Merger • August 2nd, 2002 • Guidant Corp • Surgical & medical instruments & apparatus • Indiana
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of this 30th day of July, 2002, between Guidant Corporation, an Indiana corporation (“Buyer”), Diane Acquisition Corporation, an Indiana corporation and a wholly owned subsidiary of Buyer (“Merger Subsidiary”), and Cook Group Incorporated, an Indiana corporation (the “Company”). Unless otherwise defined in this Agreement, definitions of initially capitalized terms used in this Agreement appear in the section of this Agreement identified in the Index of Defined Terms immediately following the Table of Contents.
RECITALSPaclitaxel Coated Stent Distribution Agreement • November 14th, 2001 • Guidant Corp • Surgical & medical instruments & apparatus • Indiana
SETTLEMENT AND RELEASE AGREEMENT and AMENDMENT TO MASTER LICENSE AGREEMENTSettlement and Release Agreement • May 7th, 2004 • Guidant Corp • Surgical & medical instruments & apparatus • New York
This Settlement and Release Agreement and Amendment to Master License Agreement (this “Agreement”), made as of this 24th day of February , 2004, by and among Advanced Cardiovascular Systems, Inc., a California corporation having a principal place of business at 3200 Lakeside Drive, Santa Clara, California 95052-8167 (“ACS”), Guidant Corporation, an Indiana corporation having a place of business at 111 Monument Circle, 20th Fl., Indianapolis, IN 46204 (“Guidant Corporation”, and collectively, with ACS and its other Affiliates, “GUIDANT”), Cordis Corporation, a Florida corporation having a principal place of business at 14201 NW 60th Avenue, Miami, Florida 37014 (“CORDIS”), and Johnson & Johnson, a New Jersey corporation having a place of business at One Johnson & Johnson Plaza, New Brunswick, New Jersey 08933 (“Johnson & Johnson”, and collectively, with CORDIS and its other Affiliates, “J&J”). For purposes of this Agreement, capitalized terms used but not otherwise defined herein shall
EXHIBIT 99.2 AGREEMENT AND PLAN OF MERGER BY AND AMONG GUIDANT CORPORATION SKI ACQUISITION CORP. AND ENDOVASCULAR TECHNOLOGIES, INC. DATED AS OF OCTOBER 5, 19972 Agreement and Plan of Merger • November 6th, 1997 • Guidant Corp • Surgical & medical instruments & apparatus • Delaware
