andIndenture • November 16th, 2001 • Baxter International Inc • Surgical & medical instruments & apparatus • New York
ANDRights Agreement • December 15th, 1998 • Baxter International Inc • Surgical & medical instruments & apparatus • Delaware
BAXTER LETTERHEAD]Termination Agreement • March 22nd, 1996 • Baxter International Inc • Surgical & medical instruments & apparatus
This letter confirms our agreement concerning your termination of employment with Baxter International Inc. and its affiliates ("Company"). You and the Company acknowledge that your employment termination is by mutual agreement, and that it is completely independent of the reduction in force the Company announced in the fourth quarter of 1993.
EXHIBIT 7.2 Void after 5:00 p.m. New York Time May 27, 2006 NEXELL THERAPEUTICS INC. f/k/a VIMRX PHARMACEUTICALS INC. Common Stock Purchase Warrant THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN...Common Stock Purchase Warrant • June 8th, 1999 • Baxter International Inc • Surgical & medical instruments & apparatus • Delaware
RECITALSShareholder Agreement • November 29th, 1999 • Baxter International Inc • Surgical & medical instruments & apparatus • New York
Exhibit 1 REGISTRATION RIGHTS AGREEMENT Dated March 10, 2003 BAXTER INTERNATIONAL INC. 4.625% NOTES DUE 2015 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into March 10, 2003, among Baxter...Registration Rights Agreement • September 30th, 2003 • Baxter International Inc • Surgical & medical instruments & apparatus • New York
EXHIBIT 7.3 PURCHASE AGREEMENT THIS AGREEMENT is made as of the 20/th/ day of December, 1999, by and among Cerus Corporation ("Company"), a corporation organized under the laws of the State of Delaware, with its principal offices at 2525 Stanwell...Purchase Agreement • December 23rd, 1999 • Baxter International Inc • Surgical & medical instruments & apparatus • Delaware
SecuritiesUnderwriting Agreement • November 12th, 2002 • Baxter International Inc • Surgical & medical instruments & apparatus • Illinois
andPledge Agreement • December 23rd, 2002 • Baxter International Inc • Surgical & medical instruments & apparatus • New York
Exhibit 4.2 4.625% NOTES DUE 2015 SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • September 30th, 2003 • Baxter International Inc • Surgical & medical instruments & apparatus • New York
EXHIBIT 7.6 VOTING AGREEMENT This Voting Agreement ("Agreement") is made this 17th day of December 17, 1997 among Baxter Healthcare Corporation, a Delaware corporation ("Baxter"), Lindsay A. Rosenwald, M.D., an individual ("Rosenwald"), Paramount...Voting Agreement • July 2nd, 1999 • Baxter International Inc • Surgical & medical instruments & apparatus • Delaware
EXHIBIT 10.1 ------------ REORGANIZATION AGREEMENT Dated as of March 15, 2000 by and between BAXTER INTERNATIONAL INC.Reorganization Agreement • May 12th, 2000 • Baxter International Inc • Surgical & medical instruments & apparatus • Illinois
EXHIBIT 2 STOCK PURCHASE AGREEMENT ------------------------ STOCK PURCHASE AGREEMENT, dated November 17, 1999, between Baxter International Inc., a Delaware corporation ("Acquisition"), and BioChem Pharma Inc. (the "Seller"). WHEREAS, the Seller owns...Stock Purchase Agreement • November 29th, 1999 • Baxter International Inc • Surgical & medical instruments & apparatus • New York
ANDSupplemental Indenture • December 23rd, 2002 • Baxter International Inc • Surgical & medical instruments & apparatus • New York
May 21, 2001 CREDIT SUISSE FIRST BOSTON CORPORATION DEUTSCHE BANC ALEX BROWN INC. SALOMON SMITH BARNEY INC. c/o Credit Suisse First Boston Corporation Eleven Madison Avenue New York, New York 10010-3629 Dear Sirs: Baxter International Inc., a Delaware...Registration Rights Agreement • November 16th, 2001 • Baxter International Inc • Surgical & medical instruments & apparatus • New York
650,000,000 1.730% SENIOR NOTES DUE 2031 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 6th, 2020 • Baxter International Inc • Surgical & medical instruments & apparatus • New York
Baxter International Inc., a Delaware corporation (the “Company”), proposes to issue and sell to BofA Securities, Inc. (“BofA”), Deutsche Bank Securities Inc. (“DB”) and J.P. Morgan Securities LLC (“J.P. Morgan”) and the other initial purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”), for whom BofA, DB and J.P. Morgan are acting as representatives (in such capacity, collectively, the “Representatives”), upon the terms set forth in a purchase agreement dated October 29, 2020 (the “Purchase Agreement”) by and among the Company and the Representatives, $650,000,000 aggregate principal amount of its 1.730% Senior Notes due 2031 (the “Initial Securities”). The Initial Securities will be issued pursuant to an indenture, dated as of March 26, 2020 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by a second supplemental indenture, dated November 2, 2020, between the Company
RECITALSAsset Purchase Agreement • March 6th, 2002 • Baxter International Inc • Surgical & medical instruments & apparatus
This SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT ("Amendment"), made as of this 20th day of July, 2001, by and between BAXTER HEALTHCARE CORPORATION, a Delaware corporation with offices at 1627 Lake Cook Road, Deerfield, Illinois 60015 (the "Seller"), and GENSTAR THERAPEUTICS CORPORATION, a Delaware corporation with offices at 10835 Altman Row, Suite A, San Diego, California, 92121 ("Buyer").
RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939, AS AMENDED, AND INDENTURE CROSS-REFERENCE TABLE1Indenture • March 27th, 2020 • Baxter International Inc • Surgical & medical instruments & apparatus • New York
INDENTURE, dated as of March 26, 2020, between Baxter International Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association duly incorporated and existing under the laws of the United States of America, as trustee (the “Trustee”).
andPurchase Contract Agreement • December 23rd, 2002 • Baxter International Inc • Surgical & medical instruments & apparatus • New York
RECITALSPurchase Agreement • November 29th, 1995 • Baxter International Inc • Surgical & medical instruments & apparatus • California
Exhibit 10.28 ----------------------------------------------------------------- --------------- CONSULTING AGREEMENT -------------------- This Consulting Agreement (this "Agreement") is entered into as of May 1, 2000 (the "Effective Date") between...Consulting Agreement • March 23rd, 2001 • Baxter International Inc • Surgical & medical instruments & apparatus • Illinois
JOINT FILING AGREEMENTJoint Filing Agreement • March 8th, 2002 • Baxter International Inc • Surgical & medical instruments & apparatus
This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.
AGREEMENT AND PLAN OF MERGER entered into by and among HILL-ROM HOLDINGS, INC., BAXTER INTERNATIONAL INC. and BEL AIR SUBSIDIARY, INC. Dated as of September 1, 2021Merger Agreement • September 2nd, 2021 • Baxter International Inc • Surgical & medical instruments & apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 1, 2021, is entered into by and among HILL-ROM HOLDINGS, INC., an Indiana corporation (the “Company”), BAXTER INTERNATIONAL INC., a Delaware corporation (“Parent”), and BEL AIR SUBSIDIARY, INC., an Indiana corporation and a Wholly Owned Subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties” and each, a “Party”).
------------------------------------------------------------------------------- - SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A...Statement of Eligibility • January 29th, 1997 • Baxter International Inc • Surgical & medical instruments & apparatus
RECITALSPut Option Agreement • November 29th, 1995 • Baxter International Inc • Surgical & medical instruments & apparatus • Pennsylvania
RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939, AS AMENDED, AND INDENTURE CROSS-REFERENCE TABLE1Indenture • April 28th, 2022 • Baxter International Inc • Surgical & medical instruments & apparatus • New York
INDENTURE, dated as of July 29, 2021, between Baxter International Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association duly incorporated and existing under the laws of the United States of America, as trustee (the “Trustee”).
RECITALSTender and Option Agreement • November 29th, 1995 • Baxter International Inc • Surgical & medical instruments & apparatus • Pennsylvania
EXHIBIT 7.9 SIDE LETTER AGREEMENT This SIDE LETTER AGREEMENT ("Agreement") dated as of November 24, 1999 is made between Nexell Therapeutics Inc., a Delaware corporation (the "Company"), Baxter International Inc., a Delaware corporation ("Baxter"),...Side Letter Agreement • December 1st, 1999 • Baxter International Inc • Surgical & medical instruments & apparatus • Illinois
Warrant to Purchase Shares of Common Stock (Subject to Adjustment) UROGEN CORP. ------------Warrant Agreement • March 6th, 2002 • Baxter International Inc • Surgical & medical instruments & apparatus • California
EXHIBIT 7.5 VIMRx PHARMACEUTICALS INC. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is dated as of December 17, 1997, and is entered into by and between VIMRx Pharmaceuticals Inc., a Delaware corporation (the...Registration Rights Agreement • July 2nd, 1999 • Baxter International Inc • Surgical & medical instruments & apparatus • Delaware
RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939, AS AMENDED, AND INDENTURE CROSS-REFERENCE TABLE1Indenture • August 9th, 2006 • Baxter International Inc • Surgical & medical instruments & apparatus • New York
INDENTURE, dated as of August 8, 2006, between Baxter International Inc., a Delaware corporation (the “Company”), and J. P. Morgan Trust Company, National Association, a national banking association duly incorporated and existing under the laws of the United States of America, as trustee (the “Trustee”).
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANYMerger Agreement • November 29th, 1995 • Baxter International Inc • Surgical & medical instruments & apparatus • Pennsylvania
Via Fax June 28, 2001 Cerus Corporation 2411 Stanwell Drive Concord, CA 94520 Re: Amendment to Section 4.2 of the June 30, 1998 Development --------------------------------------------------------- Agreement --------- Ladies and Gentlemen: Baxter...Development, Manufacturing and Marketing Agreement • July 3rd, 2001 • Baxter International Inc • Surgical & medical instruments & apparatus
Baxter Healthcare Corporation, a Delaware corporation ("Baxter") is a party to that certain Development, Manufacturing and Marketing Agreement with Cerus Corporation, a Delaware corporation ("Cerus"), originally dated April 1, 1996, as amended and restated June 30, 1998 (the "Agreement"). Section 4.2 of the Agreement sets forth certain "standstill" obligations on the part of Baxter and its "Affiliates" (as that term is defined in Section 2, sub-heading "Baxter"), as to Cerus equity securities.
RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939, AS AMENDED, AND INDENTURE CROSS-REFERENCE TABLE1Indenture • August 2nd, 2006 • Baxter International Inc • Surgical & medical instruments & apparatus • New York
INDENTURE, dated as of [ ], 2006, between Baxter International Inc., a Delaware corporation (the “Company”), and J. P. Morgan Trust Company, National Association, a national banking association duly incorporated and existing under the laws of the United States of America, as trustee (the “Trustee”).
BAXTER INTERNATIONAL INC. Debt Securities Underwriting Agreement Standard ProvisionsUnderwriting Agreement • August 23rd, 2018 • Baxter International Inc • Surgical & medical instruments & apparatus • New York
The terms and rights of any particular issue of Designated Securities shall be as specified in the Underwriting Agreement related thereto and in or pursuant to the indenture dated as of August 8, 2006, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association) (the “Base Indenture”) and the supplemental indenture identified in the Underwriting Agreement (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The obligation of the Company to issue and sell any of the Designated Securities and the obligation of the Underwriters to purchase any of the Designated Securities shall be evidenced by the Underwriting Agreement with respect to the Designated Securities specified therein.
