ZIMMER, INC.,Credit Agreement • June 13th, 2003 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
RIGHTS AGREEMENT dated as of July 30, 2001Rights Agreement • November 13th, 2001 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
RECITALSLetter Agreement • March 13th, 2002 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
FIRST AMENDMENT FIRST AMENDMENT, dated as of December 10, 2001 (the "First Amendment"), to the THREE YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT (the "Credit Agreement"; unless otherwise defined herein, capitalized terms which are...Zimmer Holdings Inc • March 13th, 2002 • Orthopedic, prosthetic & surgical appliances & supplies • New York
Exhibit 10.4 TAX SHARING AGREEMENT dated as of [DATE], between Bristol-Myers Squibb Company, a Delaware corporation ("BMS"), and Zimmer Holdings, Inc., a Delaware corporation ("Zimmer", collectively, the "Companies"). WHEREAS, as of the date hereof,...Tax Sharing Agreement • July 6th, 2001 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
AGREEMENTExecution Copy • September 2nd, 2003 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies
Zimmer Biomet Holdings, Inc. $500,000,000 5.350% Notes due 2028 Underwriting AgreementZimmer Biomet Holdings, Inc. • December 1st, 2023 • Orthopedic, prosthetic & surgical appliances & supplies • New York
Zimmer Biomet Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $500,000,000 aggregate principal amount of its 5.350% Notes due 2028 (the “Securities”), to be issued under an indenture (as supplemented prior to the date hereof, the “Base Indenture”) dated as of November 17, 2009, between the Company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a ninth supplemental indenture to be dated as of December 1,
RECITALSChange in Control Severance Agreement • March 12th, 2003 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • Indiana
amongCredit Agreement • June 13th, 2003 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
EXHIBIT 4.1 AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT Amendment No. 1 to the Rights Agreement, dated as of June 15, 2002, by and between Zimmer Holdings, Inc. (the "Company") and Mellon Investor Services LLC (the "Rights Agent"). WHEREAS, the Company...The Rights Agreement • June 17th, 2002 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN ZIMMER BIOMET HOLDINGS, INC. AND ZIMVIE INC. DATED AS OF MARCH 1, 2022Separation and Distribution Agreement • March 1st, 2022 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of March 1, 2022 (this “Agreement”), is by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”), and ZimVie Inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • August 22nd, 2023 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
THIS AGREEMENT, dated as of August 21, 2023, is made by and between ZIMMER BIOMET HOLDINGS, INC., a Delaware corporation (the “Company”), and Ivan Tornos (the “Executive”). The capitalized words and terms used throughout this Agreement are defined in Article XIII.
EXHIBIT 2 CONTRIBUTION AND DISTRIBUTION AGREEMENT by and between BRISTOL-MYERS SQUIBB COMPANYContribution and Distribution Agreement • July 6th, 2001 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
AGREEMENTZimmer Holdings Inc • September 2nd, 2003 • Orthopedic, prosthetic & surgical appliances & supplies
CREDIT AGREEMENT among ZIMMER BIOMET HOLDINGS, INC., THE LENDERS NAMED HEREIN, and BANK OF AMERICA, N.A., as Administrative Agent, Dated as of December 14, 2018 Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC as...Credit Agreement • December 20th, 2018 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
CREDIT AGREEMENT (as amended and in effect from time to time, the “Agreement”) dated as of December 14, 2018, among ZIMMER BIOMET HOLDINGS, INC., a Delaware corporation (the “Borrower”), the LENDERS (as defined herein) and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
EXECUTION COPY INTERIM SERVICES AGREEMENTInterim Services Agreement • November 13th, 2001 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies
STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN ZIMMER BIOMET HOLDINGS, INC. AND ZIMVIE INC. DATED AS OF MARCH 1, 2022Stockholder and Registration Rights Agreement • March 1st, 2022 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT, dated as of March 1, 2022 (this “Agreement”), is by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”), and ZimVie Inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
Exhibit 10.4 TAX SHARING AGREEMENT dated as of August 6, 2001 between Bristol- Myers Squibb Company, a Delaware corporation ("BMS"), and Zimmer Holdings, Inc., a Delaware corporation ("Zimmer", collectively, the "Companies"). WHEREAS, as of the date...Tax Sharing Agreement • November 13th, 2001 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
Deferred Prosecution AgreementDeferred Prosecution Agreement • October 2nd, 2007 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies
AGREEMENT AND PLAN OF MERGER BY AND AMONG ZIMMER HOLDINGS, INC., OWL MERGER SUB, INC. AND LVB ACQUISITION, INC. April 24, 2014Agreement and Plan of Merger • April 30th, 2014 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This AGREEMENT AND PLAN OF MERGER is dated as of April 24, 2014, by and among Zimmer Holdings, Inc., a Delaware corporation (“Parent”), Owl Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and LVB Acquisition, Inc., a Delaware corporation (the “Company”).
Exhibit 10.21 March 30, 2001 Bruno Melzi c/o Zimmer, Inc. Italy PERSONAL AND CONFIDENTIAL Dear Bruno: The purpose of this letter is to summarize the terms of your compensation as of April 15, 2001 contingent upon your assuming the position of...Zimmer Holdings Inc • March 13th, 2002 • Orthopedic, prosthetic & surgical appliances & supplies
February 21, 2001 Bruce E. Peterson 12017 Haddington Court Fort Wayne, IN 46814 PERSONAL AND CONFIDENTIAL Dear Bruce: Last October you and Bristol-Myers Squibb Company ("Bristol-Myers Squibb") executed a letter agreement dated October 19, 2000 (the...Zimmer Holdings Inc • November 13th, 2001 • Orthopedic, prosthetic & surgical appliances & supplies • New York
TERM LOAN AGREEMENT ZIMMER BIOMET G.K. as Borrower and SUMITOMO MITSUI BANKING CORPORATION as the Bank Dated as of September 22, 2017Term Loan Agreement • September 28th, 2017 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This TERM LOAN AGREEMENT, dated as of September 22, 2017 (as it may be amended, extended, replaced or renewed from time to time, the “Agreement”), between ZIMMER BIOMET G.K., a company organized under the laws of Japan (the “Borrower”), and SUMITOMO MITSUI BANKING CORPORATION, a Japanese banking corporation (the ‘‘Bank’’), sets forth the binding agreement of the parties.
TRANSITION MANUFACTURING AND SUPPLY AGREEMENT dated as of March 1, 2022 by and between ZIMMER, INC. and ZIMVIE INC.Transition Manufacturing and Supply Agreement • March 1st, 2022 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS TRANSITION MANUFACTURING AND SUPPLY AGREEMENT (including, except as the context otherwise requires, the Quality Agreement, this “Agreement”), dated as of March 1, 2022 (the “Effective Date”), is by and between Zimmer, Inc., a Delaware corporation (“Producer”), and ZimVie Inc., a Delaware corporation (“Purchaser”).
CORPORATE EXECUTIVE CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENTAnd Non-Solicitation Agreement • March 1st, 2017 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Indiana
This Corporate Executive Confidentiality, Non-Competition and Non-Solicitation Agreement (“Agreement”) is made by and between Zimmer, Inc., a corporation having its principal headquarters in Warsaw, Indiana, and (“Employee”).
Zimmer Biomet Holdings, Inc. 11,027,558 Shares Common Stock ($0.01 par value) Underwriting AgreementZimmer Biomet Holdings, Inc. • February 10th, 2016 • Orthopedic, prosthetic & surgical appliances & supplies • New York
The persons named in Schedule II hereto (the “Selling Stockholders”) propose to sell to Barclays Capital Inc. (the “Underwriter”) 11,027,558 shares of common stock, $0.01 par value (“Common Stock”), of Zimmer Biomet Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), as set forth in Schedule II hereto (said shares to be sold by the Selling Stockholders being hereinafter called the “Securities”). Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the R
Dated March / 1 / 2022 Intellectual Property Matters Agreement between ZIMMER BIOMET HOLDINGS, INC. and ZIMVIE INC.Intellectual Property Matters Agreement • March 1st, 2022 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is made effective as of March 1, 2022 (the “Effective Date”), by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”), and ZimVie Inc., a Delaware corporation (“SpinCo”). Each of Parent and SpinCo may individually be referred to in this Agreement as a “Party” and collectively as the “Parties.”
ZIMMER, INC., ZIMMER K. K., ZIMMER LTD.,Credit Facility Agreement • August 6th, 2001 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN ZIMMER BIOMET HOLDINGS, INC. AND ZIMMER BIOMET SPINE, INC. DATED AS OF MARCH 1, 2022Employee Matters Agreement • March 1st, 2022 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This EMPLOYEE MATTERS AGREEMENT (the “Agreement”) is by and between Zimmer Biomet Holdings, Inc. (“Parent”) and Zimmer Biomet Spine, Inc. (“SpinCo”) (each a “Party” and together, the “Parties”), and shall be effective upon the date executed by the Parties.
CORPORATE EXECUTIVE CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • February 26th, 2019 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Indiana
This Corporate Executive Confidentiality, Non-Competition and Non-Solicitation Agreement (“Agreement”) is made by and between Zimmer, Inc., a corporation having its principal headquarters in Warsaw, Indiana, and ______________________________ (“Employee”).
CREDIT AGREEMENT among ZIMMER BIOMET HOLDINGS, INC., ZIMMER BIOMET G.K., ZB INVESTMENT LUXEMBOURG S.À.R.L., THE BORROWING SUBSIDIARIES, THE LENDERS NAMED HEREIN, JPMORGAN CHASE BANK, N.A., as General Administrative Agent, JPMORGAN CHASE BANK, N.A.,...Credit Agreement • October 5th, 2016 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
CREDIT AGREEMENT (as amended and in effect from time to time, the “Agreement”) dated as of September 30, 2016, among ZIMMER BIOMET HOLDINGS, INC., a Delaware corporation (the “Company”), ZIMMER BIOMET G.K., a company organized under the laws of Japan (the “Japanese Borrower”), ZB INVESTMENT LUXEMBOURG S.À.R.L., a company organized under the laws of Luxembourg, inclusive of its Winterthur Branch (the “Luxembourg Borrower”), the BORROWING SUBSIDIARIES (as defined herein), the LENDERS (as defined herein), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “General Administrative Agent”), JPMORGAN CHASE BANK, N.A., TOKYO BRANCH, as administrative agent for the Japanese Lenders (in such capacity, the “Japanese Administrative Agent”), and J.P. MORGAN EUROPE LIMITED, as administrative agent for the European Lenders (in such capacity, the “European Administrative Agent”).
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • February 23rd, 2024 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
THIS AGREEMENT, dated as of ______________________, is made by and between ZIMMER BIOMET HOLDINGS, INC., a Delaware corporation (the “Company”), and ________________________________ (the “Executive”). The capitalized words and terms used throughout this Agreement are defined in Article XIII.
Dated March / 1 / 2022 TRANSITIONAL TRADEMARK LICENSE AGREEMENT by and between ZIMMER BIOMET HOLDINGS, INC. and ZIMVIE INC.Transitional Trademark License Agreement • March 1st, 2022 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This TRANSITIONAL TRADEMARK LICENSE AGREEMENT (together with all Schedules attached hereto, this “Agreement”), is made effective as of March 1, 2022 (the “Effective Date”), by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”), and ZimVie Inc., a Delaware corporation (“SpinCo”). Each of Parent and SpinCo may individually be referred to in this Agreement as a “Party” and collectively as the “Parties.”
TRANSITION SERVICES AGREEMENTTransition Services Agreement • March 1st, 2022 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Transition Services Agreement (this “Agreement”) is entered into as of March 1, 2022 (the “Effective Date”), by and between Zimmer Biomet Holdings, Inc., a corporation organized under the laws of the State of Delaware (“Parent”), and ZimVie Inc., a corporation organized under the laws of the State of Delaware (“SpinCo”). Parent and SpinCo are each referred to in this Agreement as a “Party,” and together as the “Parties.”
PAGE ARTICLE I DEFINITIONS..................................................... ...........................1 Section 1.01 Definitions.......................... .............................................1 ARTICLE II GENERAL PRINCIPALS......Employee Benefits Agreement • November 13th, 2001 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies
