SMITH & NEPHEW PLC AND THE BANK OF NEW YORK As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of November 16, 1999 Amended and Restated as of August 7, 2000 Amended and Restated as of _________________, 2003Deposit Agreement • December 11th, 2003 • Smith & Nephew PLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
DEPOSIT AGREEMENT dated as of November 16, 1999, as amended and restated as of August 7, 2000, and as further amended and restated as of ________, 2003, among SMITH & NEPHEW PLC, incorporated under the laws of England and Wales (herein called the Issuer), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and holders from time to time of American Depositary Receipts issued hereunder.
betweenTransaction Agreement • April 25th, 2003 • Smith & Nephew PLC • Orthopedic, prosthetic & surgical appliances & supplies
Exhibit A to Deposit AgreementSmith & Nephew PLC • December 11th, 2003 • Orthopedic, prosthetic & surgical appliances & supplies
representing deposited ordinary shares, nominal value 12 2/9 pence each (herein called "Shares") of Smith & Nephew plc, incorporated under the laws of England and Wales (herein called the "Issuer"). At the date hereof, each American Depositary Share represents five (5) Shares which are either deposited or subject to deposit under the deposit agreement at The Bank of New York’s London office (herein called the "Custodian"). The Depositary's Corporate Trust Office is located at a different address than its principal executive office. Its Corporate Trust Office is located at 101 Barclay Street, New York, N.Y. 10286, and its principal executive office is located at One Wall Street, New York, N.Y. 10286.
AGREEMENTCombination Agreement • April 25th, 2003 • Smith & Nephew PLC • Orthopedic, prosthetic & surgical appliances & supplies
AGREEMENTAgreement • April 25th, 2003 • Smith & Nephew PLC • Orthopedic, prosthetic & surgical appliances & supplies
AGREEMENT AND PLAN OF MERGER dated as of February 2, 2014 among ARTHROCARE CORPORATION, SMITH & NEPHEW, INC. ROSEBUD ACQUISITION CORPORATION and SMITH & NEPHEW PLCAgreement and Plan of Merger • March 6th, 2014 • Smith & Nephew PLC • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 2, 2014, among ArthroCare Corporation, a Delaware corporation (the “Company”), Smith & Nephew, Inc., a Delaware corporation (“Parent”), and Rosebud Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), and, solely for purposes of Section 8.01, Section 11.04(b) and Section 11.13, Smith & Nephew plc, an English public limited company (“Parent Holdco”).
DATED 24 MARCH 2014 SMITH & NEPHEW PLC Arranged by BARCLAYS BANK PLC BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED BANK OF CHINA LIMITED, LONDON BRANCH THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. HSBC BANK PLC MIZUHO BANK, LTD. NATIONAL AUSTRALIA...Agreement • March 5th, 2015 • Smith & Nephew PLC • Orthopedic, prosthetic & surgical appliances & supplies
SERVICE AGREEMENTService Agreement • March 16th, 2005 • Smith & Nephew PLC • Orthopedic, prosthetic & surgical appliances & supplies
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • March 20th, 2019 • Smith & Nephew PLC • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of March 12, 2019, is entered into by and among Smith & Nephew Consolidated, Inc., a Delaware corporation (“Parent”); Papyrus Acquisition Corp., a Maryland corporation and an indirect wholly owned Subsidiary of Parent (“Sub”); and the undersigned stockholders of Osiris Therapeutics, Inc., a Maryland corporation (the “Company”) set forth on Schedule A hereto (each, a “Stockholder”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
TRANSACTION AGREEMENT dated as of November 27, 2012 among SMITH & NEPHEW, INC., SMITH & NEPHEW INC., SMITH & NEPHEW, INC., SMITH & NEPHEW ORTHOPAEDICS AG, SUDBURY ACQUISITIONS N.V., DFB PHARMACEUTICALS, INC., HEALTHPOINT, LTD., HEALTHPOINT...Transaction Agreement • May 21st, 2013 • Smith & Nephew PLC • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
Exhibit A Form of Buyer FDA Letter Exhibit B Form of Escrow Agreement Exhibit C Form of FCA Settlement Agreement Exhibit D Form of Lease Amendment Exhibit E Limited Recourse Agreement Exhibit F Non-Compete Agreements Exhibit G Form of Seller FDA Letter Exhibit H Form of Subcontract Exhibit I Form of Transition Services Agreement Exhibit J Form of Resale Certificate Exhibit K Form of Signing Press Release
Smith & Nephew plc, as Issuer and The Bank of New York Mellon, London Branch, as Trustee Indenture Dated as of [·], 2020 SMITH & NEPHEW PLCIndenture • October 2nd, 2020 • Smith & Nephew PLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS INDENTURE, dated as of [·], 2020, between Smith & Nephew plc, an English public limited company (the “Issuer”), and The Bank of New York Mellon, London Branch, as trustee (the “Trustee”),
Dated 07/11/2012 EMPLOYMENT AGREEMENT BETWEENEmployment Agreement • February 28th, 2013 • Smith & Nephew PLC • Orthopedic, prosthetic & surgical appliances & supplies
A This Agreement sets out the terms and conditions that apply to your employment with Us. We also have a staff handbook that contains provisions relevant to your employment. If there is any conflict between that handbook and this Agreement, however, this Agreement prevails.
EMPLOYMENT AGREEMENTEmployment Agreement • March 6th, 2023 • Smith & Nephew PLC • Orthopedic, prosthetic & surgical appliances & supplies • Tennessee
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of [21 February 2022], by and between Smith & Nephew, Inc. (the “Company”) and Deepak Nath (“Executive”).
SMITH & NEPHEW PLC Debt Securities UNDERWRITING AGREEMENTUnderwriting Agreement • October 5th, 2022 • Smith & Nephew PLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
EXHIBIT I JOINT FILING AGREEMENTJoint Filing Agreement • February 7th, 2022 • Smith & Nephew PLC • Orthopedic, prosthetic & surgical appliances & supplies
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A common stock, par value $0.001 per share, of Bioventus Inc., will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: February 7, 2022
Share Purchase AgreementShare Purchase Agreement • March 28th, 2007 • Smith & Nephew PLC • Orthopedic, prosthetic & surgical appliances & supplies
This Share Purchase Agreement (the Agreement) is made as of March 12, 2007 by and between Sellers, Buyer and Guarantor (each a Party and together the Parties).
Smith & Nephew plc, as Issuer and The Bank of New York Mellon, London Branch, as Trustee Indenture Dated as of October 14, 2020 SMITH & NEPHEW PLCSmith & Nephew PLC • October 14th, 2020 • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS INDENTURE, dated as of October 14, 2020, between Smith & Nephew plc, an English public limited company (the “Issuer”), and The Bank of New York Mellon, London Branch, as trustee (the “Trustee”),
NOTE PURCHASE AGREEMENT Dated as of November 19, 2014 SMITH & NEPHEW PLC $80,000,000 2.47% Series A Senior Notes due November 19, 2019 $45,000,000 Floating Rate Series B Senior Notes due November 19, 2019 $190,000,000 2.97% Series C Senior Notes due...Note Purchase Agreement • March 5th, 2015 • Smith & Nephew PLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
SMITH & NEPHEW PLC, a public limited company organized under the laws of England and Wales (the “Company”), agrees with each of the purchasers listed in Schedule A (the “Purchasers”) as follows:
MUTUAL CONFIDENTIAL DISCLOSURE AGREEMENTMutual Confidential Disclosure Agreement • March 20th, 2019 • Smith & Nephew PLC • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS MUTUAL CONFIDENTIAL DISCLOSURE AGREEMENT (“Agreement”) is effective this 12th day of July, 2018 (“Effective Date”) by and between OSIRIS THERAPEUTICS, INC. having an address at 7015 Albert Einstein Drive, Columbia, Maryland 21046 (“Osiris”) and Smith & Nephew, Inc. with an address located at 1450 E. Brooks Road, Memphis, TN 38116 (“Smith & Nephew”). The parties agree as follows:
AMENDMENT TO THE TRANSACTION AGREEMENTThe Transaction Agreement • May 21st, 2013 • Smith & Nephew PLC • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This AMENDMENT TO THE TRANSACTION AGREEMENT (this “Amendment”), dated as of December 21, 2012, by and between DFB Pharmaceuticals, Inc., a Texas corporation (“Seller Parent), and Smith & Nephew, Inc., a Delaware corporation (“Buyer Domestic”).
EMPLOYMENT AGREEMENT BETWEEN andSmith & Nephew PLC • March 1st, 2021 • Orthopedic, prosthetic & surgical appliances & supplies
A This Agreement sets out the terms and conditions that apply to your employment with us. There are other provisions relevant to your employment which are available on our intranet, which we may change from time to time. If there is any conflict between them and this Agreement then this Agreement prevails.
Private & ConfidentialEmployment Agreement • March 28th, 2007 • Smith & Nephew PLC • Orthopedic, prosthetic & surgical appliances & supplies
Please find enclosed an Employment Agreement (two copies), containing our offer of employment. The role is a Smith & Nephew plc Board level position but the employing company is Smith & Nephew UK Limited.
SMITH & NEPHEW PLC US$2,500,000,000 Facility Agreement dated 29 May 2007 (the “Agreement”)Smith & Nephew PLC • March 27th, 2009 • Orthopedic, prosthetic & surgical appliances & supplies
SMITH & NEPHEW PLC Debt Securities FORM OF UNDERWRITING AGREEMENTAgency Agreement • October 2nd, 2020 • Smith & Nephew PLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
Dated 24 NOVEMBER 2016 EMPLOYMENT AGREEMENT BETWEENEmployment Agreement • March 6th, 2017 • Smith & Nephew PLC • Orthopedic, prosthetic & surgical appliances & supplies
A This Agreement sets out the terms and conditions that apply to your employment with us. There are other provisions relevant to your employment which are available on our intranet, which we may change from time to time. If there is any conflict between them and this Agreement then this Agreement prevails.
SMITH & NEPHEW PLC Debt Securities UNDERWRITING AGREEMENTUnderwriting Agreement • March 14th, 2024 • Smith & Nephew PLC • Orthopedic, prosthetic & surgical appliances & supplies
AMENDMENT AGREEMENT NO. 1 dated 25 March 2003Smith & Nephew PLC • April 25th, 2003 • Orthopedic, prosthetic & surgical appliances & supplies
Smith & Nephew Agreement to acquire Osiris Therapeutics, Inc Forward looking statements and non-IFRS measures Cautionary Statement Regarding Forward Looking Statements This document contains forward-looking information related to Smith & Nephew,...Smith & Nephew PLC • March 12th, 2019 • Orthopedic, prosthetic & surgical appliances & supplies
SMITH & NEPHEW PLC Debt Securities UNDERWRITING AGREEMENTUnderwriting Agreement • October 14th, 2020 • Smith & Nephew PLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
We have acted as advisers as to English law to Smith & Nephew plc, a public limited company organised under the laws of England and Wales (the “Issuer”), in connection with the issue by the Issuer of U.S.$[●] [●]% Notes due 20[●] (the “Notes”) under its automatic shelf Registration Statement on Form-3 filed with the United States Securities and Exchange Commission on [●], 2020 (the “Registration Statement”) for the purposes of registering, under the United States Securities Act of 1933, as amended, the Notes to be issued, from time to time, pursuant to the Indenture referred to below (the offer and issue of the Notes being referred to in this opinion as the “Transaction”).
Dated 20 October 2019 EMPLOYMENT AGREEMENT BETWEENEmployment Agreement • March 2nd, 2020 • Smith & Nephew PLC • Orthopedic, prosthetic & surgical appliances & supplies
Pricing AgreementPricing Agreement • October 14th, 2020 • Smith & Nephew PLC • Orthopedic, prosthetic & surgical appliances & supplies
Exhibit A to Deposit Agreement EFFECTIVE JANUARY 23, 2006, THE NOMINAL VALUE OF THE ORDINARY SHARES CHANGED TO 20 U.S. CENTS PER SHARE. No. AMERICAN DEPOSITARY SHARES (Each American Depositary Share represents five (5) deposited Shares) THE BANK OF...Smith & Nephew PLC • January 23rd, 2006 • Orthopedic, prosthetic & surgical appliances & supplies
November 16, 1999Smith & Nephew PLC • December 11th, 2003 • Orthopedic, prosthetic & surgical appliances & supplies
CONTENTSTrademark Licence Agreement • March 10th, 2006 • Smith & Nephew PLC • Orthopedic, prosthetic & surgical appliances & supplies
Seller 2, Seller 3, Seller 4, and Seller 5 are hereinafter collectively referred to as the “S&N Sellers” and each of them as an “S&N Seller”.
AGREEMENT AND PLAN OF MERGER by and among SMITH & NEPHEW CONSOLIDATED, INC., PAPYRUS ACQUISITION CORP., OSIRIS THERAPEUTICS, INC. and SMITH & NEPHEW PLC dated as of March 12, 2019Agreement and Plan of Merger • March 2nd, 2020 • Smith & Nephew PLC • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of March 12, 2019, is entered into by and among Smith & Nephew Consolidated, Inc., a Delaware corporation (“Parent”); Papyrus Acquisition Corp., a Maryland corporation and an indirect Subsidiary of Parent (“Sub”); Osiris Therapeutics, Inc., a Maryland corporation (the “Company”); and, solely for purposes of Section 7.02 and Article XI, Smith & Nephew plc, an English public limited liability company (“Parent Holdco”). Each of Parent, Sub, the Company and Parent Holdco are referred to herein as a “Party” and together as “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X.
