EXHIBIT 8.2 [Letterhead of Latham & Watkins] October 29, 2002 Cohesion Technologies, Inc. 2500 Faber Place Palo Alto, California 94303 Re: Agreement and Plan of Reorganization, dated as of September 27, 2002, among Angiotech Pharmaceuticals, Inc.,...Agreement and Plan of Reorganization • October 30th, 2002 • Angiotech Pharmaceuticals Inc • Pharmaceutical preparations
BACKGROUNDExecutive Employment Agreement • October 30th, 2002 • Angiotech Pharmaceuticals Inc • Pharmaceutical preparations • Washington
BACKGROUNDExecutive Employment Agreement • October 30th, 2002 • Angiotech Pharmaceuticals Inc • Pharmaceutical preparations • Washington
LEASE FALSE CREEK RESEARCH PARK 1618 STATION STREET VANCOUVER, B.C.Lease Agreement • October 30th, 2002 • Angiotech Pharmaceuticals Inc • Pharmaceutical preparations • British Columbia
Angiotech Pharmaceuticals, Inc. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 3rd, 2006 • Angiotech Pharmaceuticals Inc • Pharmaceutical preparations • New York
Angiotech Pharmaceuticals, Inc., a corporation organized under the laws of British Columbia (the “Issuer” or the “Company”), proposes to issue and sell to Credit Suisse Securities (USA) LLC and Merrill Lynch , Pierce, Fenner & Smith, Incorporated (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated March 16, 2006 (the “Purchase Agreement”), $250.0 million aggregate principal amount of its 7.75% Senior Subordinated Notes due 2014 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) by the guarantors listed on the signature pages hereto (each a “Guarantor” and collectively the “Guarantors” and together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of March 23, 2006 (the “Indenture”) among the Issuer, the Guarantors named therein and Wells Fargo Bank, N.A. (the “Trustee”). To induce the Initial Purchasers to enter the Purchase Agreement, the Company agrees with
EXHIBIT 4.1 SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF FEBRUARY 10, 1999 AND AS AMENDED MARCH 5, 2002Shareholder Rights Plan Agreement • October 30th, 2002 • Angiotech Pharmaceuticals Inc • Pharmaceutical preparations • British Columbia
ANGIOTECH PHARMACEUTICALS, INC. AND EACH OF THE GUARANTORS PARTY HERETO 7.75 % SENIOR SUBORDINATED NOTES DUE 2014 INDENTURE Dated as of March 23, 2006 Wells Fargo Bank, N.A. TrusteeIndenture • April 3rd, 2006 • Angiotech Pharmaceuticals Inc • Pharmaceutical preparations • New York
INDENTURE dated as of March 23, 2006 among Angiotech Pharmaceuticals, Inc., a corporation organized under the Business Corporations Act of the Province of British Columbia, the Guarantors (as defined) and Wells Fargo Bank, N.A., as trustee.
CREDIT AGREEMENT by and among ANGIOTECH PHARMACEUTICALS, INC. as a Debtor and Debtor-in-Possession as Parent and a DIP Guarantor, THE SUBSIDIARIES OF PARENT LISTED AS BORROWERS ON THE SIGNATURE PAGES HERETO each as a Debtor and a Debtor-in-Possession...Credit Agreement • February 10th, 2011 • Angiotech Pharmaceuticals Inc • Surgical & medical instruments & apparatus
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of February 7, 2011, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), ANGIOTECH PHARMACEUTICALS, INC., a corporation organized under the laws of the Province of British Columbia, Canada, as a debtor and a debtor-in-possession (“Parent”), each of Parent’s Subsidiaries listed as a “Debtor-in-Possession Borrower” on the signature pages hereto, each as a debtor and a debtor-in-possession (each a “Borrower” and collectively, “Borrowers”), and each of Parent’s Subsidiaries listed as a “Debtor-in-Possession Guarantor” on the signa
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 16th, 2009 • Angiotech Pharmaceuticals Inc • Pharmaceutical preparations • Washington
Angiotech wishes to continue to employ the Executive in the position of General Counsel and Senior Vice President, Legal, on and subject to the terms and conditions of this Agreement.
CREDIT AGREEMENT by and among ANGIOTECH PHARMACEUTICALS, INC. as Parent, THE SUBSIDIARIES OF PARENT LISTED AS BORROWERS ON THE SIGNATURE PAGES HERETO as Borrowers, THE LENDERS THAT ARE SIGNATORIES HERETO as Lenders, and WELLS FARGO CAPITAL FINANCE,...Credit Agreement • May 16th, 2011 • Angiotech Pharmaceuticals Inc • Surgical & medical instruments & apparatus • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of May 12, 2011, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), ANGIOTECH PHARMACEUTICALS, INC., a corporation organized under the laws of the Province of British Columbia, Canada (“Parent”), and each of Parent’s Subsidiaries listed as a “Borrower” on the signature pages hereto (each a “Borrower” and collectively, jointly and severally, “Borrowers”).
CREDIT AGREEMENT by and among ANGIOTECH PHARMACEUTICALS, INC. as Parent, THE SUBSIDIARIES OF PARENT LISTED AS BORROWERS ON THE SIGNATURE PAGES HERETO as Borrowers, THE LENDERS THAT ARE SIGNATORIES HERETO as Lenders, and WELLS FARGO FOOTHILL, LLC as...Credit Agreement • March 5th, 2009 • Angiotech Pharmaceuticals Inc • Pharmaceutical preparations • Alberta
THIS CREDIT AGREEMENT (this "Agreement"), is entered into as of February 27, 2009, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a "Lender" and collectively as the "Lenders"), WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, "Agent"), ANGIOTECH PHARMACEUTICALS, INC., a corporation organized under the laws of the Province of British Columbia, Canada ("Parent"), and each of Parent's Subsidiaries listed as a "Borrower" on the signature pages hereto (each a "Borrower" and collectively, "Borrowers").
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 4th, 2010 • Angiotech Pharmaceuticals Inc • Surgical & medical instruments & apparatus • British Columbia
For good and valuable consideration, the receipt and sufficiency of which each party acknowledges, the parties agree as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 9th, 2009 • Angiotech Pharmaceuticals Inc • Surgical & medical instruments & apparatus • British Columbia
For good and valuable consideration, the receipt and sufficiency of which each party acknowledges, the parties agree as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 16th, 2009 • Angiotech Pharmaceuticals Inc • Pharmaceutical preparations • British Columbia
The Indemnitee has agreed to continue to be employed by Angiotech, in the position of ●, on and subject to the terms and conditions of an Executive Employment Agreement dated ●.
EXHIBIT 10.12 EXECUTIVE CHANGE OF CONTROL AGREEMENT This Agreement is made as of August 16, 2001, between Angiotech Pharmaceuticals (U.S.), Inc., a Washington corporation having an office at Suite 6501, 701 5th Avenue, Seattle, Washington, 98104...Executive Change of Control Agreement • December 27th, 2002 • Angiotech Pharmaceuticals Inc • Pharmaceutical preparations • Washington
EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • October 30th, 2002 • Angiotech Pharmaceuticals Inc • Pharmaceutical preparations • California
EXHIBIT 99.6 COHESION TECHNOLOGIES, INC. STOCK OPTION AGREEMENT 1. GRANT OF OPTION. Cohesion Technologies, Inc., a Delaware corporation (the "Company"), hereby grants to the Optionee named in the Notice of Stock Option Grant attached to this Agreement...Stock Option Agreement • February 7th, 2003 • Angiotech Pharmaceuticals Inc • Pharmaceutical preparations
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 16th, 2011 • Angiotech Pharmaceuticals Inc • Surgical & medical instruments & apparatus • Washington
For good and valuable consideration, the receipt and sufficiency of which each party acknowledges, the parties agree as follows:
Confidential Portions Ommitted) ASSET SALE AND PURCHASE AGREEMENT BY AND AMONG ANGIOTECH PHARMACEUTICALS, INC., SURGICAL SPECIALTIES PUERTO RICO, INC., QUILL MEDICAL, INC., ETHICON, INC. and ETHICON, LLC DATED AS OF APRIL 4, 2012Asset Sale and Purchase Agreement • November 13th, 2012 • Angiotech Pharmaceuticals Inc • Surgical & medical instruments & apparatus • New York
This ASSET SALE AND PURCHASE AGREEMENT (the “Agreement”) is entered into as of April 4, 2012, by and among Angiotech Pharmaceuticals, Inc., a corporation formed under the Laws of British Columbia with offices at 1618 Station Street, Vancouver, BC, Canada V6A 1B6 (the “Company”), Surgical Specialties Puerto Rico, Inc., a Puerto Rico corporation with offices at RD 459 KM 0.6, Montana Industrial Park, Aguadilla, Puerto Rico (“Subsidiary 1”) and Quill Medical, Inc., a Delaware corporation with offices at 1633 Westlake Avenue North, Suite 400, Seattle, WA 98109-6227 (“Subsidiary 2”, and collectively, with the Company and Subsidiary 1, “Seller”, each of them is severally referred to as a “Seller Party”), Ethicon, Inc., a New Jersey corporation with offices at Route 22 West, P.O. Box 151, Somerville, NJ 08876 (“Buyer 1)”) and Ethicon, LLC, a Delaware limited liability company with offices at 475 Calle C Suite 401, Los Frailes Industrial Park, Guaynabo, PR 00969 (“Buyer 2” and collectively, wi
Distribution and License Agreement by and among Angiotech Pharmaceuticals, Inc. Angiotech International GmbH Cohesion Technologies, Inc. and Baxter Healthcare Corporation Baxter Healthcare, S. A.Distribution and License Agreement • March 16th, 2009 • Angiotech Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Distribution and License Agreement (“Distribution and License Agreement”), dated as of April 1, 2003 (“Effective Date”), is entered into by and among:
SUPPLEMENTAL INDENTURESupplemental Indenture • January 28th, 2011 • Angiotech Pharmaceuticals Inc • Surgical & medical instruments & apparatus • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 27, 2011, among Angiotech Pharmaceuticals, Inc., a corporation organized under the Business Corporation Act of the Province of British Columbia (the “Company”), the Guarantors under the Indenture (as defined and referred to below) and U.S. Bank National Association, as successor to Deutsche Bank National Trust Company, successor to Wells Fargo Bank, N.A., as trustee (the “Trustee”) under the Indenture. All capitalized terms used but not otherwise defined herein shall have the meaning assigned thereto in the Indenture.
SEPTEMBER 24, 2004 AMENDMENT BETWEEN ANGIOTECH PHARMACEUTICALS, INC. AND COOK INCORPORATED MODIFYING JULY 9, 1997 LICENSE AGREEMENT AMONG ANGIOTECH PHARMACEUTICALS, INC., BOSTON SCIENTIFIC CORPORATION, AND COOK INCORPORATEDLicense Agreement • March 16th, 2009 • Angiotech Pharmaceuticals Inc • Pharmaceutical preparations
This Amendment is made and entered into as of this 24th day of September, 2004 (the “Effective Date”), by and between Angiotech Pharmaceuticals, Inc., a corporation organized under the laws of the Province of British Columbia (“Angiotech”), and Cook Incorporated, an Indiana corporation (“Cook”).
Manufacturing and Supply Agreement by and among Angiotech Pharmaceuticals, Inc. Angiotech International, GmbH Cohesion Technologies, Inc. and Baxter Healthcare Corporation Baxter Healthcare, S.A.Manufacturing and Supply Agreement • March 31st, 2005 • Angiotech Pharmaceuticals Inc • Pharmaceutical preparations • New York
Confidential Portions Omitted) CO-EXCLUSIVE MANUFACTURING AND SUPPLY AGREEMENT by and among ANGIOTECH PHARMACEUTICALS, INC., SURGICAL SPECIALTIES PUERTO RICO, INC., ANGIOTECH PUERTO RICO, INC., ANGIOTECH INTERNATIONAL AG, QUILL MEDICAL, INC. and...Co-Exclusive Manufacturing and Supply Agreement • November 13th, 2012 • Angiotech Pharmaceuticals Inc • Surgical & medical instruments & apparatus • New York
This CO-EXCLUSIVE MANUFACTURING AND SUPPLY AGREEMENT, dated as of April 4, 2012, is made and entered into by and among Angiotech Pharmaceuticals, Inc., a corporation formed under the Laws of British Columbia with offices at 1618 Station Street, Vancouver, B.C., Canada, V6A 1B6 (the “Company”), Surgical Specialties Puerto Rico, Inc., a Puerto Rico corporation with offices at RD. 459 KM 0.6, Montana Industrial Park, Aguadilla, Puerto Rico (“Manufacturing Subsidiary 1”), Angiotech Puerto Rico, Inc., a Puerto Rico corporation with offices at RD. 459 KM 0.6, Montana Industrial Park, Aguadilla, Puerto Rico, 00605 ((“Manufacturing Subsidiary 2”, and together with the Company and Manufacturing Subsidiary 1, “Manufacturer”), each of them is severally referred to as a “Manufacturer Party”), Ethicon, LLC, a Delaware limited liability company with offices at 475 Calle C Suite 401, Los Frailes Industrial Park, Guaynabo, PR. 00969 (“Distributor” and together with Manufacturer, the “Parties”)), and s
BACKGROUNDExecutive Employment Agreement • December 27th, 2002 • Angiotech Pharmaceuticals Inc • Pharmaceutical preparations • Washington
ANGIOTECH PHARMACEUTICALS (US), INC. AND EACH OF THE GUARANTORS PARTY HERETO 9% SENIOR NOTES DUE 2016 INDENTURE Dated as of August 13, 2012 Deutsche Bank National Trust Company TrusteeIndenture • August 16th, 2012 • Angiotech Pharmaceuticals Inc • Surgical & medical instruments & apparatus • New York
EXHIBIT 10.11 EXECUTIVE CHANGE OF CONTROL AGREEMENT This Agreement is made as of June 6, 2000, between Angiotech Pharmaceuticals. Inc., a British Columbia corporation having an office at 6660 N.W. Marine Drive, Vancouver, British Columbia V6T 1Z4 (the...Executive Change of Control Agreement • October 30th, 2002 • Angiotech Pharmaceuticals Inc • Pharmaceutical preparations
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT OF WILLIAM L. HUNTER, M.D.Executive Employment Agreement • April 5th, 2011 • Angiotech Pharmaceuticals Inc • Surgical & medical instruments & apparatus
This amendment to the Executive Employment Agreement (“Agreement”) dated April 23, 2004, between William L. Hunter, M.D. (“Employee”) and Angiotech Pharmaceuticals, Inc. (“Angiotech”) is effective as of, and only upon, closing of the contemplated recapitalization transaction with Angiotech’s 7.75% Senior Subordinated Note Holders (“Transaction”) currently anticipated to be April 28, 2011.
SIXTH AGREEMENT TO AMEND THE RECAPITALIZATION SUPPORT AGREEMENTRecapitalization Support Agreement • April 25th, 2011 • Angiotech Pharmaceuticals Inc • Surgical & medical instruments & apparatus • Ontario
WHEREAS, (a) Angiotech Pharmaceuticals, Inc. (“Angiotech”), (b) the entities listed in Schedule A (together with Angiotech, the “Companies” and each a “Company”), and (c) each of the other Consenting Noteholders party hereto, each Consenting Noteholder being a holder of and/or investment advisor or manager with investment discretion over Subordinated Notes, executed a Recapitalization Support Agreement dated as of October 29, 2010 concerning the principal aspects of a Recapitalization of the Companies (as amended by the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment and the Fifth Amendment, the “Support Agreement”);
AMENDMENT NO. 2 TO DISTRIBUTION AND LICENSE AGREEMENTDistribution and License Agreement • March 16th, 2009 • Angiotech Pharmaceuticals Inc • Pharmaceutical preparations
WHEREAS, Angiotech Pharmaceuticals, Inc., Angiotech International GmbH (now called Angiotech International AG) and Cohesion Technologies, Inc., on the one hand, and Baxter, on the other hand, previously executed a Distribution and License Agreement, effective as of April 1, 2003 (the “Original Agreement”);
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 16th, 2009 • Angiotech Pharmaceuticals Inc • Pharmaceutical preparations • British Columbia
THIS EMPLOYMENT AGREEMENT is made and entered into this 23rd day of April, 2004, by Angiotech Pharmaceuticals, Inc., a British Columbia corporation (the Company"), and William L. Hunter, MD (the "Employee").
EXHIBIT 10.6 Employment Agreement This Agreement is made as of the 31st day of October, 1994, between ANGIOGENESIS TECHNOLOGIES INC., a British Columbia company (the "Company") and DR. WILLIAM HUNTER (the "Employee"). WHEREAS the Company and its...Employment Agreement • October 30th, 2002 • Angiotech Pharmaceuticals Inc • Pharmaceutical preparations • British Columbia
THE SYMBOL ‘***’ IS USED THROUGHOUT THIS EXHIBIT TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AS CONFIDENTIAL. United States Public Health Service Second Amendment L-103-96/2License Agreement • March 16th, 2009 • Angiotech Pharmaceuticals Inc • Pharmaceutical preparations
This second amendment (“Second Amendment”) to the License Agreement L-103-96/0 entered into on November 19, 1997, as amended by Amendment L-103-96/1 entered into on March 28, 2002 (collectively, the “Original Agreement”) by the Public Health Service (hereinafter “PHS”) through the Office of Technology Transfer, National Institutes of Health, 6011 Executive Boulevard, Suite 325, Rockville, Maryland 20852-3804 and Angiotech Pharmaceuticals, Inc. (hereinafter “Licensee”), a Canadian corporation having its principal office at 1618 Station Street, Vancouver, B.C. CANADA, V6A 1B6, is effective as of the last signature date below.
SETTLEMENT AND LICENSE TERMINATION AGREEMENTSettlement and License Termination Agreement • February 18th, 2011 • Angiotech Pharmaceuticals Inc • Surgical & medical instruments & apparatus • New York
WHEREAS, Rex and Angiotech entered into a License, Supply, Marketing and Distribution Agreement, dated as of March 13, 2008, as amended (the “License Agreement”), which provided for, among other things, marketing and distribution of the Rex Medical Option Retrievable Vena Cava Filter (“Option”);
FLOATING RATE NOTE SUPPORT AGREEMENTFloating Rate Note Support Agreement • November 2nd, 2010 • Angiotech Pharmaceuticals Inc • Surgical & medical instruments & apparatus • Ontario
This Floating Rate Note Support Agreement, dated as of October 29, 2010, between: (a) Angiotech Pharmaceuticals, Inc. (“Angiotech”), (b) the entities listed in Schedule A (together with Angiotech, the “Companies” and each a “Company”), and (c) each of the other signatories hereto (each, exercising its independent judgment and subject to Section 15(a), a “Consenting Noteholder” and collectively the “Consenting Noteholders”), with each Consenting Noteholder being a holder of and/or investment advisor or manager with investment discretion over Floating Rate Notes, addresses the note exchange agreed to by the Companies and the Consenting Noteholders as described in Section 1 hereof (the “Exchange”, and the terms set out in Section 1 hereof being the “Exchange Terms”). The Exchange is to be effectuated pursuant to the Exchange Offer.
