Warrant to Purchase Shares of Common Stock (Subject to Adjustment) UROGEN CORP. ------------Baxter International Inc • March 6th, 2002 • Surgical & medical instruments & apparatus • California
RECITALSAsset Purchase Agreement • March 6th, 2002 • Baxter International Inc • Surgical & medical instruments & apparatus
This THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT ("Amendment"), effective as of this 19th day of December, 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 10865 Altman Row, San Diego, California, 92121 ("Buyer").
SecuritiesUnderwriting Agreement • November 12th, 2002 • Baxter International Inc • Surgical & medical instruments & apparatus • Illinois
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...Baxter International Inc • June 8th, 1999 • Surgical & medical instruments & apparatus • Delaware
andPledge Agreement • December 23rd, 2002 • Baxter International Inc • Surgical & medical instruments & apparatus • New York
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.
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
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 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
andBaxter International Inc • November 16th, 2001 • Surgical & medical instruments & apparatus • New York
------------------------------------------------------------------------------- - SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A...Baxter International Inc • January 29th, 1997 • Surgical & medical instruments & apparatus
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
RECITALSPurchase Agreement • November 29th, 1995 • Baxter International Inc • Surgical & medical instruments & apparatus • California
UNDERWRITING AGREEMENTBaxter International Inc • January 30th, 1997 • Surgical & medical instruments & apparatus • Illinois
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
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
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
RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939, AS AMENDED, AND INDENTURE CROSS-REFERENCE TABLE1Baxter International Inc • March 27th, 2020 • 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”).
ANDRights Agreement • December 15th, 1998 • Baxter International Inc • Surgical & medical instruments & apparatus • Delaware
andPurchase Contract 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 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
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").
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, 2021Agreement and Plan of Merger • 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”).
Exhibit 10-36 March 18, 1996 Mr. Manuel A. Baez 3502 Derby Lane Ft. Lauderdale, FL 33331 Dear Manny: This letter confirms our agreement concerning your termination of employment with Baxter International Inc. and its affiliates ("Company"). You and...Baxter International Inc • March 22nd, 1996 • 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.
ANDBaxter International Inc • December 23rd, 2002 • Surgical & medical instruments & apparatus • New York
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 • December 2nd, 2021 • Baxter International Inc • Surgical & medical instruments & apparatus • New York
INDENTURE, dated as of December 1, 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
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 COMPANYAgreement and Plan of Merger • November 29th, 1995 • Baxter International Inc • Surgical & medical instruments & apparatus • Pennsylvania
RECITALSForm of Shareholder Agreement • November 29th, 1999 • Baxter International Inc • Surgical & medical instruments & apparatus • New York
FORM OF FACE OF NOTE]Baxter International Inc • April 28th, 2022 • Surgical & medical instruments & apparatus
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR TO A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
