EXHIBIT 10.29Employment Agreement • March 28th, 2002 • Closure Medical Corp • Surgical & medical instruments & apparatus • North Carolina
COMMON STOCKUnderwriting Agreement • March 7th, 1997 • Closure Medical Corp • Surgical & medical instruments & apparatus • New York
WITNESSETH:Employment Agreement • March 28th, 2002 • Closure Medical Corp • Surgical & medical instruments & apparatus • North Carolina
Exhibit 10.34 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), effective as of February 13, 2003 (the "Effective Date"), is made between ANTHONY J. SHERBONDY ("Employee") and CLOSURE MEDICAL...Employment Agreement • March 31st, 2003 • Closure Medical Corp • Surgical & medical instruments & apparatus • North Carolina
NationsBank, N. A. Customer #976547 Date: November 14, 1997 Pledge Agreement == ============================================================================== BANK/SECURED PARTY: PLEDGOR(S)/DEBTOR(S):Closure Medical Corp • March 26th, 1998 • Surgical & medical instruments & apparatus • North Carolina
andRights Agreement • July 30th, 2001 • Closure Medical Corp • Surgical & medical instruments & apparatus • Delaware
Customer # 976547 NationsBank, N.A. Date: November 14, 1997 Security Agreement =============================================================================== = Bank/Secured Party: Debtor(s)/Pledgor(s): NationsBank, N.A. Closure Medical Corporation...Closure Medical Corp • March 26th, 1998 • Surgical & medical instruments & apparatus • North Carolina
SEVERANCE AND RELEASE AGREEMENT between Dennis Burns and CLOSURE MEDICAL CORPORATIONSeverance and Release Agreement • March 31st, 2003 • Closure Medical Corp • Surgical & medical instruments & apparatus • North Carolina
RECITALS --------Agreement • May 24th, 2002 • Closure Medical Corp • Surgical & medical instruments & apparatus
EXHIBIT 10.1 LICENSING, DISTRIBUTION AND SUPPLY AGREEMENTDistribution and Supply Agreement • June 22nd, 2001 • Closure Medical Corp • Surgical & medical instruments & apparatus • New York
LOAN AGREEMENTLoan Agreement • March 26th, 1998 • Closure Medical Corp • Surgical & medical instruments & apparatus • North Carolina
AGREEMENT AND PLAN OF MERGER Dated as of March 3, 2005 Among JOHNSON & JOHNSON, HOLDEN MERGER SUB, INC. And CLOSURE MEDICAL CORPORATIONAgreement and Plan of Merger • March 11th, 2005 • Closure Medical Corp • Surgical & medical instruments & apparatus • Delaware
NET LEASENet Lease • March 7th, 1997 • Closure Medical Corp • Surgical & medical instruments & apparatus • North Carolina
Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") dated February 27, 2003, is by and between Closure Medical Corporation, a Delaware corporation (the "Company"), and James F. Buck ("Employee"). WHEREAS, the Company and...Employment Agreement • May 15th, 2003 • Closure Medical Corp • Surgical & medical instruments & apparatus • North Carolina
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2004 • Closure Medical Corp • Surgical & medical instruments & apparatus • North Carolina
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of March 30, 1998, is by and between Closure Medical Corporation, a Delaware corporation (the “Company”), and Debra Pawl (“Employee”).
COMMENCEMENT AGREEMENT AND FIRST AMENDMENT TO LEASE This COMMENCEMENT AGREEMENT AND FIRST AMENDMENT TO LEASE, dated as of August 15, 1997 (the "First Amendment"), by and between AP SOUTHEAST PORTFOLIO PARTNERS, L.P., a Delaware Limited Partnership,...Commencement Agreement • March 26th, 1998 • Closure Medical Corp • Surgical & medical instruments & apparatus
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is dated as of January 1, 1998, is by and between Closure Medical Corporation, a Delaware corporation (the "Company"), and Anthony J. Sherbondy ("Employee"). WHEREAS, the Company and...Employment Agreement • March 26th, 1998 • Closure Medical Corp • Surgical & medical instruments & apparatus • North Carolina
EXHIBIT 10.27Supply and Distribution Rights Agreement • March 28th, 2002 • Closure Medical Corp • Surgical & medical instruments & apparatus • New Jersey
Exhibit 10.20 MASTER LEASE AGREEMENT Lessor: TRANSAMERICA BUSINESS CREDIT CORPORATION RIVERWAY II WEST OFFICE TOWER WEST HIGGINS ROSEMONT, ILLINOIS 60018 Lessee: CLOSURE MEDICAL CORPORATION 5265 CAPITAL BOULEVARD RALEIGH, NORTH CAROLINA 27616 The...Master Lease Agreement • March 7th, 1997 • Closure Medical Corp • Surgical & medical instruments & apparatus • Illinois
ContractStockholder Agreement • March 11th, 2005 • Closure Medical Corp • Surgical & medical instruments & apparatus • Delaware
STOCKHOLDER AGREEMENT (this “Agreement”) dated as of March 3, 2005, 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, the “Stockholders”).
CLOSURE MEDICAL CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • March 8th, 2005 • Closure Medical Corp • Surgical & medical instruments & apparatus • Delaware
This Agreement, made and entered into as of March 2, 2005 (this “Agreement”), between Closure Medical Corporation, a Delaware corporation (the “Company”), and (the “Indemnitee”):
SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASESeparation of Employment Agreement • March 16th, 2005 • Closure Medical Corp • Surgical & medical instruments & apparatus • North Carolina
WHEREAS, the Company and Employee mutually desire to terminate Employee’s employment with the Company effective October 28, 2004 (“the Separation Date”);
DEFENSE AGREEMENTDefense Agreement • November 14th, 2002 • Closure Medical Corp • Surgical & medical instruments & apparatus
THIS DEFENSE AGREEMENT (“Agreement”) dated as of August 29, 2002 is by and between Closure Medical Corporation, a Delaware corporation (the “Company”), and Daniel A. Pelak (“Executive”).
FOURTH AMENDMENT TO SUPPLY AND DISTRIBUTION RIGHTS AGREEMENTSupply and Distribution Rights Agreement • May 10th, 2004 • Closure Medical Corp • Surgical & medical instruments & apparatus • New Jersey
THIS FOURTH AMENDMENT (the “Fourth Amendment”) is effective as of December 19, 2003, by and between Ethicon, Inc. (“Ethicon”) and Closure Medical Corporation (“Closure Medical” or “Closure”).
BackgroundRepresentative and Manufacturing Facility Agreement • March 26th, 1998 • Closure Medical Corp • Surgical & medical instruments & apparatus
LEASE AMENDMENT NUMBER TWOLease Amendment Number Two • November 14th, 2003 • Closure Medical Corp • Surgical & medical instruments & apparatus
This LEASE AMENDMENT NUMBER TWO entered into this 12 day of May, 2003 (the “Second Amendment”), by and between AP SOUTHEAST PORTFOLIO PARTNERS, L.P., a Delaware limited partnership (the “Landlord”) and CLOSURE MEDICAL CORPORATION, a Delaware corporation (the “Tenant”).
Re: Change in Control AgreementClosure Medical Corp • March 8th, 2005 • Surgical & medical instruments & apparatus • New Jersey
As you may know, Johnson & Johnson, a New Jersey corporation (“Parent”), Holden Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Sub”), and Closure Medical Corporation, a Delaware corporation (the “Company”), propose to enter into a merger agreement (the “Merger Agreement”) that will result in the Company (or the surviving corporation in the merger pursuant to the Merger Agreement (the “Merger”)) becoming wholly-owned by Parent. As a condition to the willingness of Parent and Sub to enter into the Merger Agreement, Parent has requested that you enter into this letter agreement setting forth certain modifications to your rights and obligations under the employment agreement dated as of [date of employment agreement] between you and the Company (the “Employment Agreement”). Capitalized terms used but not defined herein have the meanings given such terms under the Employment Agreement.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2004 • Closure Medical Corp • Surgical & medical instruments & apparatus • North Carolina
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), effective as of January 8, 2004 (the “Effective Date”), is made between JEFFREY G. CLARK (“Employee”) and CLOSURE MEDICAL CORPORATION, a Delaware corporation with its principal place of business in Raleigh, North Carolina (“Employer”).
Re: Change in Control AgreementClosure Medical Corp • March 8th, 2005 • Surgical & medical instruments & apparatus • New Jersey
As you may know, Johnson & Johnson, a New Jersey corporation (“Parent”), Holden Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Sub”), and Closure Medical Corporation, a Delaware corporation (the “Company”), propose to enter into a merger agreement (the “Merger Agreement”) that will result in the Company (or the surviving corporation in the merger pursuant to the Merger Agreement (the “Merger”)) becoming wholly-owned by Parent. As a condition to the willingness of Parent and Sub to enter into the Merger Agreement, Parent has requested that you enter into this letter agreement setting forth certain modifications to your rights and obligations under the employment agreement dated as of [date of employment agreement] between you and the Company (the “Employment Agreement”). Capitalized terms used but not defined herein have the meanings given such terms under the Employment Agreement.
AGREEMENT AND PLAN OF MERGER Dated as of March 3, 2005 Among JOHNSON & JOHNSON, HOLDEN MERGER SUB, INC. And CLOSURE MEDICAL CORPORATIONAgreement and Plan of Merger • March 8th, 2005 • Closure Medical Corp • Surgical & medical instruments & apparatus • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of March 3, 2005, among JOHNSON & JOHNSON, a New Jersey corporation (“Parent”), HOLDEN MERGER SUB, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Sub”), and CLOSURE MEDICAL CORPORATION, a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2002 • Closure Medical Corp • Surgical & medical instruments & apparatus • North Carolina
THIS EMPLOYMENT AGREEMENT (“Agreement”) dated as of August 29, 2002 (the “Effective Date”) is by and between Closure Medical Corporation, a Delaware corporation (“Company”), and Daniel A. Pelak (“Executive”).
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • March 8th, 2005 • Closure Medical Corp • Surgical & medical instruments & apparatus • Delaware
This Amendment to Rights Agreement dated as of March 3, 2005 (this “Amendment”), between Closure Medical Corporation, a Delaware corporation (“Closure Medical”), and American Stock Transfer & Trust Company (the “Rights Agent”).
