amongCredit Agreement • November 10th, 1997 • Wesley Jessen Visioncare Inc • Ophthalmic goods • New York
CONTACT: PHONE: --------------------------------- -------------------------------Lease Agreement • January 22nd, 1997 • Wesley Jessen Visioncare Inc • Ophthalmic goods • California
EXHIBIT 4.3 ----------- PLEDGE AGREEMENT ---------------- PLEDGE AGREEMENT, dated as of February 19, 1997 (as amended, modified or supplemented from time to time, this "Agreement"), made by each of the undersigned (each, a "Pledgor" and, together with...Pledge Agreement • May 13th, 1997 • Wesley Jessen Visioncare Inc • Ophthalmic goods • New York
MANAGEMENT AGREEMENT (this "Agreement") effective as of June 28, 1995 and --------- dated as of April 5, 1996 by and between Wesley-Jessen Holding, Inc., a Delaware corporation (the "Company") and Kevin Ryan ("Executive"). ------- ---------Management Agreement • December 6th, 1996 • Wesley Jessen Holding Inc • Illinois
Exhibit 10.4 STOCK PURCHASE AGREEMENT ------------------------Stock Purchase Agreement • December 6th, 1996 • Wesley Jessen Holding Inc • Delaware
SECOND AMENDMENT -----------------Credit Agreement • November 16th, 1999 • Wesley Jessen Visioncare Inc • Ophthalmic goods • New York
WITNESSETH:Purchase and Sale Agreement • December 6th, 1996 • Wesley Jessen Holding Inc • California
Common StockUnderwriting Agreement • August 19th, 1997 • Wesley Jessen Visioncare Inc • Ophthalmic goods • Maryland
Exhibit 2.5 AMENDMENT NO.1 TO RIGHTS AGREEMENT THIS AMENDMENT TO THE RIGHTS AGREEMENT (this "Amendment") is made as of March 19, 2000, between Wesley Jessen VisionCare, Inc., a Delaware corporation (the "Company") and American Stock Transfer & Trust...Rights Agreement • April 7th, 2000 • Wesley Jessen Visioncare Inc • Ophthalmic goods • Delaware
Page ---- ARTICLE I SECURITY INTERESTS........................................ 2 1.1. Grant of Security Interests............................... 2 1.2. Power of Attorney......................................... 3 ARTICLE II GENERAL REPRESENTATIONS,...Security Agreement • May 13th, 1997 • Wesley Jessen Visioncare Inc • Ophthalmic goods • New York
Exhibit 6 --------- TERMINATION AGREEMENT, dated as of May 30, 2000 (this "Agreement"), among Wesley Jessen VisionCare, Inc., a Delaware corporation ("WJ"), OSI Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of WJ...Termination Agreement • June 6th, 2000 • Wesley Jessen Visioncare Inc • Ophthalmic goods • Delaware
EXHIBIT 10.4 ------------ INDEMNIFICATION AGREEMENT This Agreement, effective as of February 12, 1997 and dated as of March 4, 1997, is made by and between Wesley Jessen VisionCare, Inc., a Delaware corporation (the "Company"), and Kevin J. Ryan who...Indemnification Agreement • May 13th, 1997 • Wesley Jessen Visioncare Inc • Ophthalmic goods • Delaware
EXHIBIT 1.1 1,375,000 Shares WESLEY JESSEN VISIONCARE, INC. Common Stock ($.01 Par Value) PURCHASE AGREEMENT ------------------Purchase Agreement • November 12th, 1997 • Wesley Jessen Visioncare Inc • Ophthalmic goods • Maryland
EXHIBIT 2.1 PURCHASE AND SALE AGREEMENT by and between SCHERING CORPORATIONPurchase and Sale Agreement • December 6th, 1996 • Wesley Jessen Holding Inc • New Jersey
Exhibit 4.1 ----------- CREDIT AGREEMENTCredit Agreement • May 13th, 1997 • Wesley Jessen Visioncare Inc • Ophthalmic goods • New York
EXHIBIT 1.1 WESLEY JESSEN VISIONCARE, INC. (a Delaware corporation) Shares of Common Stock PURCHASE AGREEMENT Dated: February , 1997 TABLE OF CONTENTSPurchase Agreement • January 29th, 1997 • Wesley Jessen Visioncare Inc • Ophthalmic goods • New York
This Amended and Restated Advisory Agreement (this "Agreement") is --------- made and entered into as of October 2, 1996, by and between Wesley-Jessen Corporation, a Delaware corporation (the "Company"), and Bain Capital, Inc., a ------- Delaware...Advisory Agreement • December 6th, 1996 • Wesley Jessen Holding Inc • Illinois
AGREEMENT ---------Stockholders Agreement • December 6th, 1996 • Wesley Jessen Holding Inc • Illinois
and -Lease • January 22nd, 1997 • Wesley Jessen Visioncare Inc • Ophthalmic goods
AGREEMENT AND PLAN OF MERGER by and among NOVARTIS AG,Agreement and Plan of Merger • June 6th, 2000 • Wesley Jessen Visioncare Inc • Ophthalmic goods • Delaware
Common StockUnderwriting Agreement • June 11th, 1999 • Wesley Jessen Visioncare Inc • Ophthalmic goods • Maryland
AMONGMerger Agreement • March 29th, 2000 • Wesley Jessen Visioncare Inc • Ophthalmic goods • Delaware
ARTICLE IAsset Purchase Agreement • May 13th, 1997 • Wesley Jessen Visioncare Inc • Ophthalmic goods • Illinois
May 10, 2000Confidentiality Agreement • June 6th, 2000 • Wesley Jessen Visioncare Inc • Ophthalmic goods • New York
In connection with discussions between Wesley Jessen VisionCare, Inc. ("WJ") and CIBA Vision Corporation ("CIBA") regarding the possibility of entering into a business transaction with each other, each of us may need to review certain of the other party's non-public information regarding such party. As a condition for the disclosure of such information to each other, WJ and CIBA each agree, as set forth below, to treat confidentially all such information, all materials containing such information which the disclosing party or its directors, officers, employees, affiliates, prospective capital or financing sources, advisors or other representatives (hereinafter referred to collectively as a party's "Representatives") furnish or cause to be furnished, and all materials prepared by the disclosing party or its Representatives using, incorporating or relating to such information (collectively, such information and materials are referred to hereinafter as that party's "Information and Evalua
THIS AMENDED AND RESTATED REGISTRATION AGREEMENT (this "Agreement") is --------- made and entered into as of October 22, 1996, by and among Wesley- Jessen Holding, Inc., a Delaware corporation (the "Company"), BT Investment Partners, ------- Inc....Registration Agreement • December 6th, 1996 • Wesley Jessen Holding Inc • Illinois
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into --------- as of June 28, 1995, between Wesley-Jessen Corporation (f/k/a WJ Acquisition Corp.), a Delaware corporation (the "Company"), and Edward J. Kelley ------- ("Executive")....Employment Agreement • December 6th, 1996 • Wesley Jessen Holding Inc • Illinois
andRights Agreement • November 22nd, 1999 • Wesley Jessen Visioncare Inc • Ophthalmic goods • Delaware
W I T N E S S E T H: - - - - - - - - - -Credit Agreement • August 10th, 1998 • Wesley Jessen Visioncare Inc • Ophthalmic goods
b) As used herein, a "Purchase Event" means an event the -------------- result of which is that the total fee or fees required to be paid by Issuer to Grantee pursuant to Section 7.2(c) of the Merger Agreement equals $20 million.Stock Option Agreement • March 29th, 2000 • Wesley Jessen Visioncare Inc • Ophthalmic goods • Delaware
DRAFT 12/19/95 INDEMNIFICATION AGREEMENT This Agreement, dated as of February ___, 1997, is made by and between Wesley Jessen VisionCare, Inc., a Delaware corporation (the "Company"), and [_____________] who is currently serving as an officer and/or...Indemnification Agreement • January 22nd, 1997 • Wesley Jessen Visioncare Inc • Ophthalmic goods • Delaware
EXHIBIT 4.4 ------------------------------------------------------------------- ------------- CREDIT AGREEMENTCredit Agreement • December 6th, 1996 • Wesley Jessen Holding Inc • New York
WESLEY JESSEN CORPORATION 333 EAST HOWARD AVENUE DES PLAINES, ILLINOIS 60018-5903 TELEPHONE 847-294-3000Merger Agreement • June 6th, 2000 • Wesley Jessen Visioncare Inc • Ophthalmic goods
Exhibit 2 --------- [Wesley Jessen VisionCare, Inc. letterhead] April 10, 2000 VIA FACSIMILE AND HAND DELIVERY ------------------------------- Ocular Sciences, Inc. 475 Eccles Avenue South San Francisco, CA 94080 Attn: John Fruth, Chairman of the...Merger Agreement • April 10th, 2000 • Wesley Jessen Visioncare Inc • Ophthalmic goods
THIS EMPLOYMENT AGREEMENT (this "Agreement"), effective as of October 1, 1999, made and entered into by and between WESLEY JESSEN VISIONCARE, INC., a Delaware corporation, with its principal office located at 333 East Howard Avenue, Des Plaines,...Employment Agreement • March 30th, 2000 • Wesley Jessen Visioncare Inc • Ophthalmic goods • Illinois
EXHIBIT 5 AMENDMENT NO. 2 TO RIGHTS AGREEMENT THIS AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT (this "Amendment") is made as of May 30, 2000, between Wesley Jessen VisionCare, Inc., a Delaware corporation (the "Company") and American Stock Transfer &...Rights Agreement • June 6th, 2000 • Wesley Jessen Visioncare Inc • Ophthalmic goods • Delaware
