Exhibit 2.1 AGREEMENT AND PLAN OF MERGER Dated as of January 26, 2001Merger Agreement • February 2nd, 2001 • Heartport Inc • Surgical & medical instruments & apparatus • Delaware
1 EXHIBIT 4.5 AMENDMENT TO RIGHTS AGREEMENT BETWEEN HEARTPORT, INC. AND FLEET NATIONAL BANK THIS AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") is made as of the 26th day of January, 2001, by and between Heartport, Inc., a Delaware corporation (the...Rights Agreement • March 13th, 2001 • Heartport Inc • Surgical & medical instruments & apparatus
STOCKHOLDER AGREEMENT dated as of January 26, 2001, (this "Agreement"), among JOHNSON & JOHNSON, a New Jersey corporation ("Parent"), and the individuals and other parties listed on Schedule A attached hereto (each, a "Stockholder" and, collectively,...Stockholder Agreement • February 2nd, 2001 • Heartport Inc • Surgical & medical instruments & apparatus • Delaware
HEARTPORT, INC.Loan and Security Agreement • March 30th, 1998 • Heartport Inc • Surgical & medical instruments & apparatus • California
Rights Agent Rights AgreementRights Agreement • March 28th, 1997 • Heartport Inc • Surgical & medical instruments & apparatus • Delaware
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEETrust Indenture • July 11th, 1997 • Heartport Inc • Surgical & medical instruments & apparatus
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of April 15, 1997 by and among Heartport, Inc., a Delaware corporation (the "Company") and Morgan Stanley & Co. Incorporated, Goldman Sachs & Co. and Cowen &...Registration Rights Agreement • April 30th, 1997 • Heartport Inc • Surgical & medical instruments & apparatus • New York
AMENDMENTLoan and Security Agreement • March 30th, 1999 • Heartport Inc • Surgical & medical instruments & apparatus
AMENDMENTAmendment • March 28th, 1997 • Heartport Inc • Surgical & medical instruments & apparatus
FORM OF AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • April 30th, 1997 • Heartport Inc • Surgical & medical instruments & apparatus
1 EXHIBIT 10.14 Heartport, Inc. January 24, 2001 Re: Letter Agreement for Change in Control Compensation Dear [ ]: In connection with any upcoming Change in Control (as defined below) of Heartport, Inc. (the "Company"), the Compensation Committee of...Change in Control Compensation Agreement • February 22nd, 2001 • Heartport Inc • Surgical & medical instruments & apparatus
FIRST AMENDMENT TO INDUSTRIAL BUILD TO SUIT LEASE BETWEEN CHESTNUT BAY LLC AND HEARTPORT, INC.Industrial Build to Suit Lease • March 30th, 1998 • Heartport Inc • Surgical & medical instruments & apparatus
andIndustrial Build-to-Suit Lease • March 30th, 1998 • Heartport Inc • Surgical & medical instruments & apparatus
HEARTPORT, INC.Placement Agreement • April 30th, 1997 • Heartport Inc • Surgical & medical instruments & apparatus • New York
THIRD AMENDMENT TO LEASE AGREEMENT [University of Utah Research Foundation/ Heartport Research and Training Center, Inc.] THIS AMENDMENT (this "AMENDMENT") is entered into as of the 25th day of October, 1996, between the UNIVERSITY OF UTAH RESEARCH...Lease Agreement • March 28th, 1997 • Heartport Inc • Surgical & medical instruments & apparatus • Utah
