UNDERWRITING AGREEMENTUnderwriting Agreement • April 24th, 2000 • Kensey Nash Corp • Surgical & medical instruments & apparatus • New York
EXHIBIT 1Kensey Nash Corp • February 14th, 2003 • Surgical & medical instruments & apparatus
The undersigned hereby agree that they are filing jointly, pursuant to Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended, this amendment dated February 14, 2003, containing the information required by Schedule 13G, for the shares of common stock of Kensey Nash Corporation held by the Kenneth R. Kensey Revocable Trust.
EXHIBIT 10.4Employment Agreement • September 13th, 2004 • Kensey Nash Corp • Surgical & medical instruments & apparatus • Pennsylvania
1 EXHIBIT 10.7 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement"), is made and entered into as of the 1st day of July, 2001, by and between Kensey Nash Corporation, a Delaware corporation (the "Company"), and Douglas G. Evans (Executive")....Employment Agreement • September 28th, 2001 • Kensey Nash Corp • Surgical & medical instruments & apparatus • Pennsylvania
EXHIBIT 10.8Control Agreement • September 13th, 2004 • Kensey Nash Corp • Surgical & medical instruments & apparatus • Pennsylvania
EXHIBIT 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement"), is made and entered into as of the 1st day of October, 2003, by and between Kensey Nash Corporation, a Delaware corporation (the "Company"), and Wendy F. DiCicco ("Executive")....Employment Agreement • February 17th, 2004 • Kensey Nash Corp • Surgical & medical instruments & apparatus • Pennsylvania
ANDAsset Purchase Agreement • September 15th, 2000 • Kensey Nash Corp • Surgical & medical instruments & apparatus • Illinois
1 EXHIBIT 10.13 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement"), is made and entered into as of the 1st day of March, 2000, by and between Kensey Nash Corporation, a Delaware corporation (the "Company"), and Caron S. D'Ambruso...Employment Agreement • September 28th, 2001 • Kensey Nash Corp • Surgical & medical instruments & apparatus • Pennsylvania
AGREEMENTAgreement • December 9th, 1997 • Kensey Nash Corp • Surgical & medical instruments & apparatus • Pennsylvania
KENSEY NASH CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent RIGHTS AGREEMENT dated as of June 18, 2009Rights Agreement • June 19th, 2009 • Kensey Nash Corp • Surgical & medical instruments & apparatus • Delaware
such Person of newly-issued Common Shares directly from the Company (it being understood that a purchase from an underwriter or other intermediary is not directly from the Company); provided, however, that if a Person becomes the beneficial owner of Common Shares equal to or in excess of 15% of the Common Shares then outstanding by reason of share purchases by the Company or the receipt of newly-issued Common Shares directly from the Company and, after such share purchases or direct issuance by the Company, becomes the beneficial owner of any additional Common Shares of the Company and is the beneficial owner of Common Shares equal to or in excess of 15% of the Common Shares then outstanding, then such Person shall be deemed to be an “Acquiring Person.” In addition, if the Board of Directors of the Company determines in good faith that a Person who would otherwise be an “Acquiring Person” has become such inadvertently, and such Person divests as promptly as practicable (or within such
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2011 • Kensey Nash Corp • Surgical & medical instruments & apparatus • Pennsylvania
Health/prescription, dental, and vision insurance equal to that provided for all other full-time exempt Kensey Nash Corporation employees.
EXHIBIT 10.13Termination and Change in Control Agreement • September 13th, 2004 • Kensey Nash Corp • Surgical & medical instruments & apparatus • Pennsylvania
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 26th, 2011 • Kensey Nash Corp • Surgical & medical instruments & apparatus
WHEREAS, effective as of October 21, 2011, the Company and Executive mutually consented to extend the term of the Agreement, and, accordingly, the Employment Term is now scheduled to expire on January 1, 2013;
EMPLOYMENT AGREEMENTEmployment Agreement • July 3rd, 2007 • Kensey Nash Corp • Surgical & medical instruments & apparatus • Pennsylvania
THIS EMPLOYMENT AGREEMENT (“Agreement”), is made and entered into as of the 27th of June, 2007, by and between Kensey Nash Corporation, a Delaware corporation (the “Company”), and Joseph W. Kaufmann (“Executive”). Capitalized terms are defined in Exhibit C. In addition, certain other capitalized terms used herein have the definitions given to them in the first places in which they are used.
EXECUTION COPY ASSET PURCHASE AGREEMENT by and among KNC NER ACQUISITION SUB, INC., a Delaware corporation, NERITES CORPORATION, a Wisconsin corporation, and for limited purposes set forth herein, KENSEY NASH CORPORATION, a Delaware corporation...Asset Purchase Agreement • May 13th, 2011 • Kensey Nash Corp • Surgical & medical instruments & apparatus • Illinois
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made on this 28th day of January, 2011, by and among Nerites Corporation, a Wisconsin corporation (the “Company”), KNC NER Acquisition Sub, Inc. (the “Buyer”), a Delaware corporation, and Kensey Nash Corporation, a Delaware corporation, solely as guarantor to the Buyer’s obligations under Section 2.1(b) and Section 6.4 of this Agreement.
Kensey Nash Corporation Stock Appreciation Right (“SAR”) AgreementStock Appreciation Right • December 12th, 2006 • Kensey Nash Corp • Surgical & medical instruments & apparatus • Delaware
TENANT LEASETenant Lease • April 24th, 2000 • Kensey Nash Corp • Surgical & medical instruments & apparatus • Pennsylvania
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • December 16th, 2008 • Kensey Nash Corp • Surgical & medical instruments & apparatus • Pennsylvania
This Separation and General Release Agreement (this “Agreement”) is made by and between Kensey Nash Corporation, a Delaware corporation (the “Company”) and Wendy F. DiCicco (“Executive”) (the Company and Executive referred to together as the “Parties”), effective as of November 15, 2008.
STOCK OPTION AGREEMENTStock Option Agreement • December 11th, 2007 • Kensey Nash Corp • Surgical & medical instruments & apparatus • Delaware
THIS STOCK OPTION AGREEMENT dated as of , (“Grant Date”), is between KENSEY NASH CORPORATION, a Delaware corporation (the “Company”), and the employee designated on the attached Notice of Grant of Stock Options of the Company (the “Participant”).
EIGHTH AMENDED AND RESTATED KENSEY NASH CORPORATION INCENTIVE COMPENSATION PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • November 9th, 2011 • Kensey Nash Corp • Surgical & medical instruments & apparatus • Delaware
THIS RESTRICTED STOCK AGREEMENT, dated as of 2011, is between KENSEY NASH CORPORATION, a Delaware corporation (the “Company”), and the employee (the “Participant”) designated on the attached Notice of Grant of Award (the “Notice”) (the Notice and this Restricted Stock Agreement hereinafter referred to as this “Agreement”) All capitalized terms not otherwise defined in this Agreement shall have the meaning set forth in the Plan.
EIGHTH AMENDED AND RESTATED KENSEY NASH CORPORATION EMPLOYEE INCENTIVE COMPENSATION PLAN, AS AMENDED STOCK OPTION AGREEMENTStock Option Agreement • November 9th, 2011 • Kensey Nash Corp • Surgical & medical instruments & apparatus • Delaware
THIS STOCK OPTION AGREEMENT, dated as of , is between KENSEY NASH CORPORATION, a Delaware corporation (the “Company”), and the employee (the “Participant”) designated on the attached Notice of Grant of Stock Options of the Company (the “Notice”) (the Notice and this Stock Option Agreement hereinafter referred to as this “Agreement”). All capitalized terms not otherwise defined in this Agreement shall have the meaning set forth in the Plan.
AGREEMENT AND PLAN OF MERGER among KONINKLIJKE DSM N.V., BIOMEDICAL ACQUISITION CORPORATION and KENSEY NASH CORPORATION Dated as of May 2, 2012Agreement and Plan of Merger • May 3rd, 2012 • Kensey Nash Corp • Surgical & medical instruments & apparatus • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 2, 2012, among KONINKLIJKE DSM N.V., a corporation organized in the Netherlands (“Parent”), BIOMEDICAL ACQUISITION CORPORATION, a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), and KENSEY NASH CORPORATION, a Delaware corporation (the “Company”).
AMENDMENT TO THE DEVELOPMENT, MANUFACTURING AND SUPPLY AGREEMENTManufacturing and Supply Agreement • May 10th, 2005 • Kensey Nash Corp • Surgical & medical instruments & apparatus • Pennsylvania
This Amendment to Development, Manufacturing and Supply Agreement (the “Amendment”), dated as of February 28, 2005 between Kensey Nash Corporation, a Delaware corporation, having its principal place of business at 55 East Uwchlan Avenue, Exton, PA 19341 (hereinafter referred to as “KNC”) and Orthovita, Inc., a Pennsylvania corporation, having its principal place of business at 45 Great Valley Parkway, Malvern, PA 19355 (hereinafter referred to as “Orthovita”).
Mutual Consent to Extend Employment TermKensey Nash Corp • October 21st, 2010 • Surgical & medical instruments & apparatus
In connection with that certain Amended and Restated Employment Agreement between Kensey Nash Corporation and Todd M. DeWitt, entered into as of January 1, 2009 (the “Agreement”), the parties thereto (1) acknowledge that the term of the Agreement will automatically expire on January 1, 2011, if not extended, and (2) mutually agree to extend the term of the Agreement to January 1, 2012, pursuant to Section 3(a) of the Agreement. Such extension of the employment term shall become effective on January 1, 2011, provided that the employment term is not terminated earlier pursuant to Section 3(a) of the Agreement. Except to the extent necessary to give effect to the foregoing extension, the Agreement will otherwise remain unchanged and in full force and effect.
AGREEMENT OF SALEAgreement of Sale • May 27th, 2011 • Kensey Nash Corp • Surgical & medical instruments & apparatus • Pennsylvania
AGREEMENT OF SALE, dated this 24th day of May, 2011, between NORIAN CORPORATION, a California corporation, having an address of 1302 Wrights Lane East, West Chester PA 19380 (“Seller”), and KNC NOR ACQUISITION SUB, INC., a Delaware corporation, having an address c/o Kensey Nash Corporation, 735 Pennsylvania Drive, Exton PA 19341 (“Buyer”).
Mutual Consent to Extend Employment TermKensey Nash Corp • March 22nd, 2010 • Surgical & medical instruments & apparatus
In connection with that certain Amended and Restated Employment Agreement between Kensey Nash Corporation and Douglas G. Evans, P.E., entered into as of January 1, 2009 (the “Agreement”), the parties thereto (1) acknowledge that the term of the Agreement will automatically expire on June 27, 2010, if not extended, and (2) mutually agree to extend the term of the Agreement to June 27, 2012, pursuant to Section 3(a) of the Agreement. Such extension of the employment term shall become effective on June 27, 2010, provided that the employment term is not terminated earlier pursuant to Section 3(a) of the Agreement. Except to the extent necessary to give effect to the foregoing extension, the Agreement will otherwise remain unchanged and in full force and effect.
May 21, 2012 Dear Stockholder:Kensey Nash Corp • May 21st, 2012 • Surgical & medical instruments & apparatus
As we publicly announced on May 3, 2012, Kensey Nash Corporation (“Kensey Nash”) has entered into an Agreement and Plan of Merger, dated as of May 2, 2012 (the “Merger Agreement”), with Koninklijke DSM N.V. (“DSM”) and its indirect wholly-owned subsidiary, Biomedical Acquisition Corporation, which provides for the acquisition of Kensey Nash by DSM. We are pleased to now report to you that, pursuant to the Merger Agreement, Biomedical Acquisition Corporation has today commenced a tender offer to purchase all of the outstanding shares of Kensey Nash common stock, including the associated Series A Junior Preferred Stock Purchase Rights, for $38.50 per share of common stock in cash.
Mutual Consent to Extend Employment TermKensey Nash Corp • October 26th, 2011 • Surgical & medical instruments & apparatus
In connection with that certain Amended and Restated Employment Agreement between Kensey Nash Corporation and James T. Rauth, P.E., entered into as of January 1, 2009, and as amended through the date hereof (the “Agreement”), the parties thereto (1) acknowledge that the term of the Agreement will automatically expire on January 1, 2012, if not extended, and (2) mutually agree to extend the term of the Agreement to January 1, 2013, pursuant to Section 3(a) of the Agreement. Except to the extent necessary to give effect to the foregoing extension, the Agreement will otherwise remain unchanged and in full force and effect.
SETTLEMENT AGREEMENTSettlement Agreement • October 26th, 2007 • Kensey Nash Corp • Surgical & medical instruments & apparatus • Delaware
This Agreement (this “Agreement”) is made and entered into as of October 24, 2007, by and between Kensey Nash Corporation (the “Company”), and each of the entities and natural persons listed on Schedule A hereto (such entities and natural persons and any Ramius Nominee that executes a joinder to this Agreement, collectively, the “Ramius Group”) (each of the Company and the Ramius Group, a “Party” to this Agreement, and collectively, the “Parties”).
SUPPLY AGREEMENTSupply Agreement • June 21st, 2005 • Kensey Nash Corp • Surgical & medical instruments & apparatus
This Agreement (the “Agreement) effective as of this 30th day of June 2005 (the “Effective Date”) is by and between Kensey Nash Corporation, a Delaware corporation, ("Seller") whose principal place of business is 55 East Uwchlan Avenue, Exton, PA 19341 and St. Jude Medical, Daig Division, Inc. a Minnesota corporation, ("Buyer"), whose principal place of business is 14901 DeVeau Place, Minnetonka, MN 55345.
REVOLVING CREDIT NOTERevolving Credit Note • May 26th, 2011 • Kensey Nash Corp • Surgical & medical instruments & apparatus
FOR VALUE RECEIVED, KENSEY NASH CORPORATION, a Delaware corporation (the “Borrower”), hereby promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”) on the Revolving Credit Termination Date, the principal amount of THIRTY FIVE MILLION DOLLARS ($35,000,000) or, if less, the aggregate outstanding principal under the Revolving Credit Facility extended under the Loan and Agency Agreement of even date herewith (as such agreement may be amended or modified, the “Loan Agreement”) by and among Borrower, the Lender and the other banks listed on the signature pages thereof and Wells Fargo Bank, National Association, its successors and assigns, as Administrative Agent (the “Administrative Agent”). Terms capitalized but not defined herein shall have the meanings given to them respectively in the Loan Agreement. This Note is one of the Revolving Credit Notes referred to in the Loan Agreement, and reference is made to the Loan Agreement for a statement of the terms and
WAIVER AND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 22nd, 2011 • Kensey Nash Corp • Surgical & medical instruments & apparatus
WHEREAS, Kensey Nash Corporation, a Delaware corporation (the “Company”) and Joseph W. Kaufmann (the “Executive”) entered into that certain Employment Agreement, entered into as of January 1, 2009 (the “Agreement”);
WAIVER AND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 22nd, 2011 • Kensey Nash Corp • Surgical & medical instruments & apparatus
WHEREAS, Kensey Nash Corporation, a Delaware corporation (the “Company”) and James T. Rauth, P.E. (the “Executive”) entered into that certain Employment Agreement, entered into as of January 1, 2009 (the “Agreement”);
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • May 3rd, 2012 • Kensey Nash Corp • Surgical & medical instruments & apparatus
THIS AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”) is executed as of May 2, 2012 by and among Kensey Nash Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”), amending the Rights Agreement, dated as of June 18, 2009, between the Company and the Rights Agent (the “Rights Agreement”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Rights Agreement.
CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST UNDER 17 C.F.R. SECTIONS 24b-2, 200.80 (B)(4) AND 230.406. SUPPLY AGREEMENT by...Supply Agreement • May 27th, 2011 • Kensey Nash Corp • Surgical & medical instruments & apparatus • Pennsylvania
This Supply Agreement (this “Agreement”), dated as of May 24, 2011 (“Effective Date”), is made and entered into by and between Synthes USA Sales, LLC, having its principal place of business at 1302 Wrights Lane East, West Chester, Pennsylvania 19380 (“Synthes”), and KNC NOR Acquisition Sub, Inc. (“KNC” or “Supplier”), a subsidiary of Kensey Nash Corporation, having its principal place of business at 735 Pennsylvania Drive, Exton, PA 19341.
