JOINT FILING AGREEMENTJoint Filing Agreement • November 15th, 2002 • Centerpulse LTD • Surgical & medical instruments & apparatus
This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to beneficial ownership by the undersigned of the Registered Shares, par value CHF 30 per share of Centerpulse Ltd. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
EXHIBIT 4.12 MEMORANDUM OF UNDERSTANDING 1. Those private settling health plans, identified below, ("Settling Health Plans") have made objections to the original class action settlement agreement and/or claims against Sulzer entities, identified...Security Agreement • May 17th, 2002 • Sulzer Medica LTD • Surgical & medical instruments & apparatus
JOINT FILING AGREEMENTJoint Filing Agreement • November 16th, 2000 • Sulzer Medica LTD • Surgical & medical instruments & apparatus
EXECUTION VERSION STOCKHOLDERS' AGREEMENT THIS STOCKHOLDERS' AGREEMENT, dated as of June 21, 2002 (this "Agreement"), among the undersigned stockholders (each, a "Stockholder" and collectively, the "Stockholders") of Aros Corporation, a Delaware...Stockholders' Agreement • March 24th, 2003 • Centerpulse LTD • Surgical & medical instruments & apparatus • Delaware
AGREEMENT AmongAgreement • November 21st, 2000 • Sulzer Medica LTD • Surgical & medical instruments & apparatus • Texas
Exhibit (e)(2) TRANSACTION AGREEMENT dated 20 March 2003Transaction Agreement • July 2nd, 2003 • Centerpulse LTD • Surgical & medical instruments & apparatus
ARTICLE I DEFINITIONSStock Purchase Agreement • November 16th, 2000 • Sulzer Medica LTD • Surgical & medical instruments & apparatus • New York
EXHIBIT 4.9 INDEMNIFICATION AND RELEASE AGREEMENT WHEREAS, Sulzer Medica AG ("Medica") and Sulzer AG ("Sulzer") and certain of their direct or indirect subsidiaries are currently defendants in the MDL proceedings before the United States District...Indemnification and Release Agreement • May 17th, 2002 • Sulzer Medica LTD • Surgical & medical instruments & apparatus
CENTERPULSE AG AND DEUTSCHE BANK TRUST COMPANY AMERICAS, As Depositary, AND HOLDERS FROM TIME TO TIME OF AMERICAN DEPOSITARY RECEIPTS AMENDED AND RESTATED DEPOSIT AGREEMENT DATED AS OF JANUARY , 2003 TO THE DEPOSIT AGREEMENT DATED AS OF JULY 14, 1997...Deposit Agreement • January 28th, 2003 • Centerpulse LTD • Surgical & medical instruments & apparatus • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of January , 2003 to the Deposit Agreement dated as of July 14, 1997 among CENTERPULSE AG (fka Sulzer Medica Ltd), a corporation organized under the laws of Switzerland and its successors (the “Company”), DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York corporation, and any successor as depositary hereunder (the “Depositary”), and all Holders, as hereinafter defined, from time to time of the American Depositary Receipts issued hereunder.
EXHIBIT 1 AGREEMENT FOR JOINT FILING PURSUANT TO RULE 13D-1(F)(1) UNDER THE SECURITIES ACT OF 1934 Pursuant to 17 CFR 240.13D-1(f)(1) under the Securities Act of 1934, the undersigned, by their respective signatures affixed hereto, do hereby agree in...Agreement for Joint • March 24th, 2003 • Centerpulse LTD • Surgical & medical instruments & apparatus
Pursuant to 17 CFR 240.13D-1(f)(1) under the Securities Act of 1934, the undersigned, by their respective signatures affixed hereto, do hereby agree in writing that this Schedule 13D be and is filed on behalf of each of them. The undersigned further recognize that each of them is responsible for the timely filing of this Schedule 13D and any amendments thereto, and for the completeness and accuracy of any information concerning them contained herein. The undersigned further constitute and appoint Centerpulse USA Holding Co., as lawful attorney-in-fact and agent, to execute and file this Schedule 13D, and any amendments thereto on their behalf.
EXHIBIT 2 SUBSCRIPTION AND UNDERWRITING AGREEMENTSubscription and Underwriting Agreement • November 15th, 2002 • Centerpulse LTD • Surgical & medical instruments & apparatus
Subscription and Underwriting Agreement dated as of September 27, 2002 by and betweenSubscription and Underwriting Agreement • April 25th, 2003 • Centerpulse LTD • Surgical & medical instruments & apparatus
WHEREAS, the Company proposes to conduct a capital increase with a rights offering to its existing shareholders (Kapitalerhöhung mit Bezugsangebot an die bisherigen Aktionäre) (the “Offering”) pursuant to which the holders (the “Existing Shareholders”) of existing shares of the Company (the “Old Shares”), subject to applicable securities laws, have the right to subscribe pro rata (the “Preemptive Rights”) for 1’822’408 newly issued shares with a nominal value of CHF 30 each (the “Offered Shares” and, together with the Old Shares, the “Shares”) to be offered by the Company.
Separation AgreementCenterpulse LTD • April 25th, 2003 • Surgical & medical instruments & apparatus
On 4 July 1997 SUAG and MEAG executed a master agreement (the "Master Agreement"), attached to the Separation Agreement as Appendix A, which covers the main issues concerning the relationship between SUAG and MEAG in connection with the reorganization of MEAG undertaken at that time.
Contract of Employment betweenCenterpulse LTD • April 25th, 2003 • Surgical & medical instruments & apparatus
EXHIBIT 4.10 SETTLEMENT AND RELEASE AGREEMENT ARTICLE I. PARTIES This Settlement and Release Agreement ("Settlement Agreement") dated as of May 2, 2002 (the "Effective Date") is entered into by and among the following parties: A. The United States of...Intercreditor Agreement • May 17th, 2002 • Sulzer Medica LTD • Surgical & medical instruments & apparatus
AMENDMENT NO. 4 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 25th, 2003 • Centerpulse LTD • Surgical & medical instruments & apparatus
AMENDMENT NO. 4 TO ASSET PURCHASE AGREEMENT (the "Fourth Amendment"), dated as of November 26, 2001, among CORE-VENT CORPORATION, d/b/a Paragon Implant Company, a Nevada corporation ("Paragon"), CORE-VENT BIOENGINEERING, INC., a California corporation ("C-V BioEngineering"), CORE-VENT PARAGON BIO, a California corporation ("C-V Paragon"), PARAGON ADMINISTRATION, INC., a California corporation ("Paragon Administration"), CORE-VENT GmbH, a corporation organized under the laws of the Federal Republic of Germany ("C-V GmbH"), CORE-VENT ISRAEL (1997), a PARAGON Company Ltd., a corporation organized under the laws of Israel ("C-V Israel"; and together with Paragon, C-V BioEngineering, C-V Paragon, Paragon Administration, C-V GmbH and C-V Israel, the "Seller"), the shareholders of Paragon identified on the signature page hereof (the "Paragon Shareholders"), the shareholders of C-V BioEngineering identified on the signature page hereof (the "C-V BioEngineering Shareholders"), the Niznick Famil
STOCK PURCHASE AGREEMENT Among CENTERPULSE USA HOLDING CO. CENTERPULSE LTD. and SNIA, S.p.A. Dated as of November 26, 2002Stock Purchase Agreement • April 25th, 2003 • Centerpulse LTD • Surgical & medical instruments & apparatus • New York
STOCK PURCHASE AGREEMENT, dated as of November 26, 2002, among CENTERPULSE USA HOLDING CO., a corporation organized under the laws of Delaware ("Seller"), CENTERPULSE LTD., a corporation organized under the laws of Switzerland ("Centerpulse"), and SNIA, S.P.A., a corporation organized under the laws of the Republic of Italy ("Purchaser" or "SNIA").
TRANSITION SERVICES AGREEMENTTransition Services Agreement • April 25th, 2003 • Centerpulse LTD • Surgical & medical instruments & apparatus • New York
THIS TRANSITION SERVICES AGREEMENT, dated as of January 21, 2003 (this "Agreement"), is entered into by and among CENTERPULSE LTD., a corporation duly organized and existing under the laws of Switzerland ("Centerpulse"), CENTERPULSE USA HOLDING CO., a corporation organized under the laws of Delaware ("Centerpulse USA"), SULZER CARBOMEDICS INC., a corporation organized under the laws of Delaware ("CMI") and SNIA, S.P.A., a corporation duly organized and existing under the laws of the Republic of Italy ("SNIA").
FACILITY AGREEMENT dated October 29, 2002 for CENTERPULSE ORTHOPEDICS INC. arranged by UBS WARBURG LTD. as Arranger with UBS AG, STAMFORD BRANCH acting as Facility Agent and UBS AG, STAMFORD BRANCH acting as Security AgentAgreement • April 25th, 2003 • Centerpulse LTD • Surgical & medical instruments & apparatus • England and Wales
EXHIBIT 4.11 [KILPATRICK STOCKTON LLP LETTERHEAD] April 24, 2002 VIA ELECTRONIC TRANSMISSION David De Busschere Sedgwick Detert Moran & Arnold One Embarcadero Center 16th Floor San Francisco 94111 Re: Revised Agreement - Medicare Settlement Payment...Sulzer Medica LTD • May 17th, 2002 • Surgical & medical instruments & apparatus
AGREEMENTAgreement • April 25th, 2003 • Centerpulse LTD • Surgical & medical instruments & apparatus
dated 25 March 2003Centerpulse LTD • March 31st, 2003 • Surgical & medical instruments & apparatus
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 25th, 2003 • Centerpulse LTD • Surgical & medical instruments & apparatus • California
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (the "Second Amendment"), dated as of May 23, 2001, among CORE-VENT CORPORATION, d/b/a Paragon Implant Company, a Nevada corporation ("Paragon"), CORE-VENT BIOENGINEERING, INC., a California corporation ("C-V BioEngineering"), CORE-VENT PARAGON BIO, a California corporation ("C-V Paragon"), PARAGON ADMINISTRATION, INC., a California corporation ("Paragon Administration"), CORE-VENT GmbH, a corporation organized under the laws of the Federal Republic of Germany ("C-V GmbH"), CORE-VENT ISRAEL (1997), a PARAGON Company Ltd., a corporation organized under the laws of Israel ("C-V Israel"; and together with Paragon, C-V BioEngineering, C-V Paragon, Paragon Administration, C-V GmbH and C-V Israel, the "Seller"), the shareholders of Paragon identified on the signature page hereof (the "Paragon Shareholders"), the shareholders of C-V BioEngineering identified on the signature page hereof (the "C-V BioEngineering Shareholders"), the Niznick Family Fou
Agreement between InCentive Capital AG c/o Bar & Karrer Baarerstr. 8 6301 Zug (hereinafter "ICC") and InCentive Asset Management AG Todistr. 36 8002 Zurich (hereinafter "IAM")Centerpulse LTD • November 15th, 2002 • Surgical & medical instruments & apparatus
STOCK PURCHASE AGREEMENT among CENTERPULSE USA HOLDING CO., CENTERPULSE LTD. and MICROVENA CORPORATION for Purchase of all of the Outstanding Shares of Capital Stock of Sulzer IntraTherapeutics, Inc. Dated as of August 30, 2002Stock Purchase Agreement • April 25th, 2003 • Centerpulse LTD • Surgical & medical instruments & apparatus • New York
STOCK PURCHASE AGREEMENT, dated as of August 30, 2002, between CENTERPULSE USA HOLDING CO., a Delaware corporation ("Seller"), MICROVENA CORPORATION, a Minnesota corporation ("Purchaser") and, with respect to Section 11.16 only, CENTERPULSE LTD., a corporation organized under the laws of Switzerland ("Centerpulse").
August 26, 2003Centerpulse LTD • August 27th, 2003 • Surgical & medical instruments & apparatus
SHARE AND ASSET PURCHASE AGREEMENTShare and Asset Purchase Agreement • April 25th, 2003 • Centerpulse LTD • Surgical & medical instruments & apparatus • England and Wales
SHARE AND ASSET PURCHASE AGREEMENT, dated as of October 3, 2002, among CENTERPULSE (U.K.) HOLDING LIMITED, a company organized under the laws of Scotland ("Seller"), CENTERPULSE USA HOLDING CO., a Delaware corporation ("CUH"), CENTERPULSE GERMANY HOLDING GmbH, a company organized under the laws of Germany ("CGHG") CENTERPULSE AG, a company organized under the laws of Switzerland, and TERUMO CORPORATION, a corporation organized under the laws of Japan ("Purchaser").
AMENDMENT NO. 3 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 25th, 2003 • Centerpulse LTD • Surgical & medical instruments & apparatus
AMENDMENT NO. 3 TO ASSET PURCHASE AGREEMENT (the "Third Amendment"), dated as of June 29, 2001, among CORE-VENT CORPORATION, d/b/a Paragon Implant Company, a Nevada corporation ("Paragon"), CORE-VENT BIOENGINEERING, INC., a California corporation ("C-V BioEngineering"), CORE-VENT PARAGON BIO, a California corporation ("C-V Paragon"), PARAGON ADMINISTRATION, INC., a California corporation ("Paragon Administration"), CORE-VENT GmbH, a corporation organized under the laws of the Federal Republic of Germany ("C-V GmbH"), CORE-VENT ISRAEL (1997), a PARAGON Company Ltd., a corporation organized under the laws of Israel ("C-V Israel"; and together with Paragon, C-V BioEngineering, C-V Paragon, Paragon Administration, C-V GmbH and C-V Israel, the "Seller"), the shareholders of Paragon identified on the signature page hereof (the "Paragon Shareholders"), the shareholders of C-V BioEngineering identified on the signature page hereof (the "C-V BioEngineering Shareholders"), the Niznick Family Fou
CLASS ACTION SETTLEMENT AGREEMENTClass Action Settlement Agreement • May 17th, 2002 • Sulzer Medica LTD • Surgical & medical instruments & apparatus • Delaware
CHANGE OF CONTROL AND REORGANISATION AGREEMENTChange of Control and Reorganisation Agreement • April 25th, 2003 • Centerpulse LTD • Surgical & medical instruments & apparatus
and in consideration of the mutual covenants contained herein, and other good and valuable consideration, Employee and CP agree as follows:
CHANGE OF CONTROL AND REORGANISATION AGREEMENTChange of Control and Reorganisation Agreement • April 25th, 2003 • Centerpulse LTD • Surgical & medical instruments & apparatus
CENTERPULSE USA HOLDING CO. 12 East Greenway Plaza Suite 1000 Houston, Texas 77046 January 6, 2003Stock Purchase Agreement • April 25th, 2003 • Centerpulse LTD • Surgical & medical instruments & apparatus
This document constitutes Amendment No. 1 to the Stock Purchase Agreement, dated as of November 26, 2002, among Centerpulse Ltd., Centerpulse USA Holding Co. and SNIA S.p.A., (the "Purchase Agreement"). Centerpulse USA Holding Co. and SNIA S.p.A. agree, with respect to the non-competition period referred to in Section 5.07 of the Purchase Agreement, that such period shall, for the market in Spain only, be reduced from five years to three years. If prior to or after the closing contemplated by the Purchase Agreement SNIA persuades the Spanish Ministry of Economics and Trade to agree in writing to a five year non-competition period for the Spanish market, then this Amendment shall thereafter promptly be modified to provide for the full five year non-competition period described in Section 5.07 of the Purchase Agreement for the market in Spain. This Amendment may be executed in one or more counterparts, each of which when executed shall be deemed to be an original and all of which taken t
CENTERPULSE USA HOLDING CO. 12 East Greenway Plaza Suite 1000 Houston, Texas 77046 January 21, 2003Letter Agreement • April 25th, 2003 • Centerpulse LTD • Surgical & medical instruments & apparatus
This document constitutes Amendment No. 2 (this "Amendment No. 2") to the Stock Purchase Agreement, dated as of November 26, 2002, among Centerpulse Ltd., Centerpulse USA Holding Co. and SNIA S.p.A., as amended by Amendment No. 1 thereto (the "Purchase Agreement"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.
