EXHIBIT 1.1 Mallinckrodt Inc. Debt Securities UNDERWRITING AGREEMENT ---------------------- Goldman, Sachs & Co. As Representatives of the several Underwriter's named in the respective Pricing Agreements c/o Goldman, Sachs & Co. 85 Broad Street New...Underwriting Agreement • December 16th, 1997 • Mallinckrodt Inc /Mo • In vitro & in vivo diagnostic substances • New York
EXHIBIT 1 FIRST AMENDMENT FIRST AMENDMENT, dated as of September 2, 1998 to the Amended and Restated Rights Agreement between Mallinckrodt Inc. (formerly Mallinckrodt Group Inc.), a New York corporation (the "Company"), and The First National Bank of...Rights Agreement • September 2nd, 1998 • Mallinckrodt Inc /Mo • In vitro & in vivo diagnostic substances
Tastemaker, as Borrower Fries & Fries, Inc., as Guarantor Mallinckrodt Inc., as Guarantor The Banks Parties Hereto Morgan Guaranty Trust Company of New York, as Administrative Agent Citibank, N.A., as Documentation Agent J.P. Morgan Securities Inc....Credit Agreement • May 19th, 1997 • Mallinckrodt Group Inc • In vitro & in vivo diagnostic substances • New York
CREDIT AGREEMENT dated as of September 12, 1997 among Mallinckrodt Inc.Credit Agreement • November 12th, 1997 • Mallinckrodt Inc /Mo • In vitro & in vivo diagnostic substances • New York
EXHIBIT 1.2 Mallinckrodt Inc. MEDIUM-TERM NOTES DISTRIBUTION AGREEMENTDistribution Agreement • December 16th, 1997 • Mallinckrodt Inc /Mo • In vitro & in vivo diagnostic substances • New York
EXHIBIT (9) AGREEMENT AND PLAN OF MERGER ----------------------------Merger Agreement • July 29th, 1997 • Mallinckrodt Inc /Mo • In vitro & in vivo diagnostic substances • Delaware
EXHIBIT (10) $2,000,000,000 CREDIT AGREEMENTCredit Agreement • July 29th, 1997 • Mallinckrodt Inc /Mo • In vitro & in vivo diagnostic substances • New York
ARTICLE I CERTAIN DEFINITIONS -------------------Stock Purchase Agreement • July 14th, 1997 • Mallinckrodt Inc /Mo • In vitro & in vivo diagnostic substances • New York
Exhibit 10.22 September 5, 1997 Mr. C. Raymond Larkin Nellcor Puritan Bennett Incorporated 4280 Hacienda Drive Pleasanton, CA 94588 Re: Employment Agreement Dear Mr. Larkin: This letter confirms our agreement regarding the terms of your continued...Employment Agreement • September 25th, 1998 • Mallinckrodt Inc /Mo • In vitro & in vivo diagnostic substances • California
Exhibit 14 [NELLCOR PURITAN BENNETT LETTERHEAD] [Name of Executive] Nellcor Puritan Bennett Incorporated 4280 Hacienda Drive Pleasanton, CA 94588 Re: Severance Agreement ------------------- Dear ________ : This letter confirms our agreement regarding...Severance Agreement • August 19th, 1997 • Mallinckrodt Inc /Mo • In vitro & in vivo diagnostic substances
AGREEMENTConsulting Agreement • February 16th, 1999 • Mallinckrodt Inc /Mo • In vitro & in vivo diagnostic substances • Missouri
Rights Agent Amended and Restated Rights Agreement Dated as of February 19, 1996 iRights Agreement • February 26th, 1996 • Mallinckrodt Group Inc • Pharmaceutical preparations • New York
FORM]Retention Agreement • August 28th, 2000 • Mallinckrodt Inc /Mo • In vitro & in vivo diagnostic substances • New York
EXHIBIT 2 INVESTMENT AGREEMENT BY AND BETWEEN MALLINCKRODT, INC. AND MOLECULAR BIOSYSTEMS, INC. DATED AS OF DECEMBER 7, 1988Investment Agreement • October 10th, 1995 • Mallinckrodt Group Inc • Pharmaceutical preparations
AGREEMENTSeverance Agreement • September 24th, 1997 • Mallinckrodt Inc /Mo • In vitro & in vivo diagnostic substances • Missouri
BY AND AMONGAgreement and Plan of Merger • July 10th, 2000 • Mallinckrodt Inc /Mo • In vitro & in vivo diagnostic substances • New York
Form of AMENDED & RESTATED SEVERANCE AGREEMENTSeverance Agreement • August 28th, 2000 • Mallinckrodt Inc /Mo • In vitro & in vivo diagnostic substances • New York
TERMS OF SEPARATION - Voluntary separation date of March 31, 1998. - Severance agreement (parachute) as exists. - My salary will be paid through August 25, 1998. (Paid in a lump sum on March 31, 1998, or I will sign a consultant agreement and my...Severance Agreement • September 25th, 1998 • Mallinckrodt Inc /Mo • In vitro & in vivo diagnostic substances
August 8, 1997 [Name of Executive] Nellcor Puritan Bennett Incorporated 4280 Hacienda Drive Pleasanton, CA 94588 Dear _____________: This Agreement provides for certain benefits upon termination of your employment by Nellcor Puritan Bennett...Termination Benefits Agreement • August 19th, 1997 • Mallinckrodt Inc /Mo • In vitro & in vivo diagnostic substances
Exhibit 10.19-A EXECUTION COPY AMENDMENT NO. 1 TO CREDIT AGREEMENT Amendment dated as of January 24, 1997 to the Credit Agreement dated as of May 22, 1996 (the "Credit Agreement") among FRIES & FRIES, INC. (the "Borrower"), MALLINCKRODT INC., as...Credit Agreement • May 19th, 1997 • Mallinckrodt Group Inc • In vitro & in vivo diagnostic substances • New York
Exhibit 13 [NELLCOR PURITAN BENNETT LETTERHEAD] [Name of Executive] Nellcor Puritan Bennett Incorporated 4280 Hacienda Drive Pleasanton, CA 94588 Re: Severance Agreement ------------------- Dear ________ : This letter confirms our agreement regarding...Severance Agreement • August 19th, 1997 • Mallinckrodt Inc /Mo • In vitro & in vivo diagnostic substances
This letter confirms our agreement regarding your severance agreement with Nellcor Puritan Bennett Incorporated (the "Company") dated _______ (the "Severance Agreement"). Unless otherwise defined herein, capitalized terms shall have the respective meanings ascribed thereto in the Severance Agreement.
Exhibit 10.17(f) February 20, 1997 Ronald G. Evens, M.D. The Edward Mallinckrodt Institute of Radiology 516 S. Kingshighway St. Louis, MO 63110 Dear Dr. Evens: A letter of agreement dated December 22, 1986, and renewal letters dated November 29, 1989,...Consulting Agreement • May 19th, 1997 • Mallinckrodt Group Inc • In vitro & in vivo diagnostic substances
A letter of agreement dated December 22, 1986, and renewal letters dated November 29, 1989, February 19, 1991, January 16, 1992, December 17, 1992, January 7, 1994, February 1, 1995 and January 10, 1996, between you and Mallinckrodt Medical, Inc. set forth the general terms and conditions under which you agree to serve Mallinckrodt in a consulting capacity for the period beginning January 1, 1987, and ending December 31, 1996.
This FIRST AMENDMENT TO WRAP AGREEMENT (the "AMENDMENT"), dated as of March 28, 1997, is made and entered into by and among HERCULES INCORPORATED, a Delaware corporation ("HERCULES"), MALLINCKRODT INC., a New York corporation ("MALLINCKRODT"),...Wrap Agreement • April 15th, 1997 • Mallinckrodt Group Inc • In vitro & in vivo diagnostic substances
EXHIBIT 2.3 CONTRIBUTION AGREEMENTContribution Agreement • April 15th, 1997 • Mallinckrodt Group Inc • In vitro & in vivo diagnostic substances
AGREEMENT AMONGAgreement • April 15th, 1997 • Mallinckrodt Group Inc • In vitro & in vivo diagnostic substances • New York
Exhibit 10.26 SEVERANCE AND SEPARATION AGREEMENT This Severance and Separation Agreement ("Agreement") is made effective as of this 24th day of October, 1996 between Mallinckrodt Inc.(the "Company") and Paul D. Cottone (the "Executive"). WHEREAS,...Severance and Separation Agreement • February 11th, 1997 • Mallinckrodt Group Inc • In vitro & in vivo diagnostic substances • Missouri
Exhibit 10.1 CONSULTING AGREEMENT --------------------- THIS AGREEMENT is entered into as of December 1, 1995, by and between Mallinckrodt Group Inc., a New York corporation (the "Company") and HERVE M. PINET ("Pinet"). WITNESSETH: WHEREAS, Pinet has...Consulting Agreement • February 12th, 1996 • Mallinckrodt Group Inc • Pharmaceutical preparations • Missouri
Exhibit 10.6(a)(iii) September 20, 1994 C. RAY HOLMAN Dear Ray: This letter serves to amend your Gross-Up Agreement with Mallinckrodt Group Inc. dated July 27, 1989, and as subsequently amended by letters dated April 30, 1993 and September 1, 1993....Gross-Up Agreement • September 22nd, 1995 • Mallinckrodt Group Inc • Pharmaceutical preparations
CONSULTING AGREEMENTConsulting Agreement • September 24th, 1997 • Mallinckrodt Inc /Mo • In vitro & in vivo diagnostic substances • Missouri
Exhibit 10.6(c)(iii) September 20, 1994 MACK G. NICHOLS Dear Mack: This letter serves to amend your Gross-Up Agreement with Mallinckrodt Group Inc. dated July 1, 1992, and as subsequently amended by letter dated September 1, 1993. The amendment is...Gross-Up Agreement • September 22nd, 1995 • Mallinckrodt Group Inc • Pharmaceutical preparations
Exhibit 10.15 July 21, 1998 Ronald G. Evens, M.D. Mallinckrodt Institute of Radiology 510 South Kingshighway St. Louis, MO 63110 Dear Dr. Evens: This letter agreement, which supersedes all other agreements and renewals thereto on this subject is for...Consulting Agreement • September 8th, 1999 • Mallinckrodt Inc /Mo • In vitro & in vivo diagnostic substances
This letter agreement, which supersedes all other agreements and renewals thereto on this subject is for the purpose of stating the terms and conditions under which you agree to serve Mallinckrodt Inc., a Delaware corporation, (hereinafter MALLINCKRODT) in a consulting capacity.
Exhibit 10.1(f)(ii) September 20, 1994 MICHAEL A. ROCCA Dear Mike: This letter serves to amend your Gross-Up Agreement with Mallinckrodt Group Inc. dated May 9, 1994. The amendment is necessary due to the recent increase in your compensation and...Gross-Up Agreement • September 22nd, 1995 • Mallinckrodt Group Inc • Pharmaceutical preparations
Exhibit 10.25 EXECUTIVE INCENTIVE COMPENSATION AGREEMENT This Executive Incentive Compensation Agreement ("Agreement") is made effective as of this 24th day of October, 1996, between Mallinckrodt Inc. (the "Company") and Paul D. Cottone (the...Executive Incentive Compensation Agreement • February 11th, 1997 • Mallinckrodt Group Inc • In vitro & in vivo diagnostic substances • Missouri
ARTICLE 1Investment Agreement • October 10th, 1995 • Mallinckrodt Group Inc • Pharmaceutical preparations
EXHIBIT (11) CONFIDENTIALITY AGREEMENT ------------------------- In connection with a possible business combination (the "Transaction") involving Nellcor Puritan Bennett Incorporated and Mallinckrodt Inc. (collectively the "Companies," and each a...Confidentiality Agreement • July 29th, 1997 • Mallinckrodt Inc /Mo • In vitro & in vivo diagnostic substances
