EXHIBIT 1.1 7,200,000 Shares OCULAR SCIENCES, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • July 31st, 1997 • Ocular Sciences Inc /De/ • Ophthalmic goods • New York
Bristows Cocke & Carpunzel 10 Lincoln's Inn Fields London WC2A 3BP 2 SERVICE AGREEMENTService Agreement • May 19th, 1997 • O S I Corp • England
THIRD AMENDMENT TO LEASELease • April 1st, 2002 • Ocular Sciences Inc /De/ • Ophthalmic goods
RECITALSSettlement Agreement • July 31st, 1997 • Ocular Sciences Inc /De/ • Ophthalmic goods • California
2- 3 Ocular Sciences, Inc. Indemnity AgreementIndemnification Agreement • May 19th, 1997 • O S I Corp • Delaware
AMENDMENT TO SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • June 4th, 1997 • Ocular Sciences Inc /De/ • Ophthalmic goods
PAGE ---- 1. FUNDAMENTAL LEASE PROVISIONS..................................1 2. PREMISES......................................................2 3. TERM..........................................................2 4. BASE...Lease Agreement • April 1st, 2002 • Ocular Sciences Inc /De/ • Ophthalmic goods • California
REGISTRATION RIGHTS AGREEMENT among O.S.I. CORPORATION, GALEN PARTNERS, L.P., GALEN PARTNERS INTERNATIONAL, L.P. ALLERGAN, INC. JOHN FRUTH ANTHONY GALLEY ANITA HALL GEOFFREY GALLEY RONALD HANSMAN ALBERT MORLAND BARRIE BEVIS IVOR ATKINSONRegistration Rights Agreement • May 19th, 1997 • O S I Corp • New York
ANDLease • March 30th, 2000 • Ocular Sciences Inc /De/ • Ophthalmic goods
EXHIBIT 10.3 MASTER AGREEMENTMaster Agreement • May 15th, 2002 • Ocular Sciences Inc /De/ • Ophthalmic goods
RECITALSLease Amendment • April 1st, 2002 • Ocular Sciences Inc /De/ • Ophthalmic goods
EXHIBIT 10.1 CREDIT AGREEMENTCredit Agreement • May 15th, 2002 • Ocular Sciences Inc /De/ • Ophthalmic goods • California
4,030,000 Shares OCULAR SCIENCES, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • February 20th, 1998 • Ocular Sciences Inc /De/ • Ophthalmic goods • New York
1 EXHIBIT 10.10 PATENT LICENSE AGREEMENT This Agreement is entered into as of February 27th, 1997 by and between Ocular Sciences Ltd., an English corporation formerly known as Precision Lens Laboratories Ltd. ("OSL"), and Geoffrey Galley, Anthony...Patent License Agreement • May 19th, 1997 • O S I Corp • California
1 EXHIBIT 10.13 AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 7, 1997 by and between OCULAR SCIENCES, INC., a Delaware corporation, AS A BORROWER, OCULAR SCIENCES PUERTO RICO, INC., a Delaware corporation, AS A BORROWER,Credit Agreement • February 20th, 1998 • Ocular Sciences Inc /De/ • Ophthalmic goods • California
FORM OF AGREEMENT AND PLAN OF MERGERMerger Agreement • May 19th, 1997 • O S I Corp • Delaware
RECITALSCredit Agreement • August 13th, 1999 • Ocular Sciences Inc /De/ • Ophthalmic goods • California
BY AND AMONGMerger Agreement • July 29th, 2004 • Ocular Sciences Inc /De/ • Ophthalmic goods • New York
STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of March 19, 2000 (the "Agreement"), by and between Wesley Jessen VisionCare, Inc., a Delaware corporation ("Issuer"), and Ocular Sciences, Inc., a Delaware corporation ("Grantee"). WHEREAS,...Stock Option Agreement • March 29th, 2000 • Ocular Sciences Inc /De/ • Ophthalmic goods • Delaware
EXHIBIT 10.2 ASSET PURCHASE AGREEMENT BY AND BETWEEN OCULAR SCIENCES, INC.Asset Purchase Agreement • May 15th, 2002 • Ocular Sciences Inc /De/ • Ophthalmic goods
EXHIBIT 10.14 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is entered into as of October 15, 1997 (the "Effective Date") between Ocular Sciences, Inc., a Delaware corporation with its principal offices located at 475 Eccles Avenue,...Employment Agreement • February 20th, 1998 • Ocular Sciences Inc /De/ • Ophthalmic goods • California
RECITALSCredit Agreement • August 13th, 1999 • Ocular Sciences Inc /De/ • Ophthalmic goods • California
EXHIBIT 10.2 CONSENT AND AGREEMENT This CONSENT AND AGREEMENT (this "Agreement"), dated as of July 27, 2004, is entered into by and among OCULAR SCIENCES K.K., a Japanese corporation (the "Borrower"), Ocular Sciences, Inc., a Delaware corporation...Consent and Agreement • November 9th, 2004 • Ocular Sciences Inc /De/ • Ophthalmic goods • California
RECITALSVoting Agreement • July 29th, 2004 • Ocular Sciences Inc /De/ • Ophthalmic goods • Delaware
EXHIBIT 10.03 COMPROMISE AGREEMENT DATE: 2nd June 2000 PARTIES: (1) John Lilley of Heath House, Lynn Road, Hillington, Kings Lynn, Norfolk ("the Executive"); and (2) Ocular Sciences UK Limited of Went Close, Chandlers Fore, Eastleigh, Hants S053 4ND...Compromise Agreement • August 14th, 2000 • Ocular Sciences Inc /De/ • Ophthalmic goods
RECITALSCredit Agreement • November 9th, 2004 • Ocular Sciences Inc /De/ • Ophthalmic goods
RECITALSCredit Agreement • November 15th, 1999 • Ocular Sciences Inc /De/ • Ophthalmic goods • California
LEASELease Agreement • May 19th, 1997 • O S I Corp
WITNESSETH ----------Lease Contract • May 19th, 1997 • O S I Corp • Puerto Rico
Exhibit 10.29 OCULAR SCIENCES, INC. December 1, 2001 Stephen J. Fanning 282 Las Quebradas Lane Danville, CA 94507 Re: Amendment of Employment Agreement Dear Stephen: You have requested that we make certain changes to your Employment Agreement dated as...Employment Agreement • April 1st, 2002 • Ocular Sciences Inc /De/ • Ophthalmic goods • California
RECITALSInter-Company Loan Agreement • May 14th, 2001 • Ocular Sciences Inc /De/ • Ophthalmic goods • California
Exhibit 10.27 LEASE ADDENDUM This Lease Addendum refers to that Office Building Lease dated December 12th, 2000, by and between Sierra Pacific Properties, Inc., (hereinafter called "Landlord") and Ocular Sciences, Inc., a Delaware corporation,...Lease Addendum • April 1st, 2002 • Ocular Sciences Inc /De/ • Ophthalmic goods
15,000,000 Yen Denominated CREDIT AGREEMENT Dated as of December 29, 2003 Between OCULAR SCIENCES K.K. andCredit Agreement • March 15th, 2004 • Ocular Sciences Inc /De/ • Ophthalmic goods • California
OCULAR SCIENCES K.K., a Japanese corporation, and WELLS FARGO HSBC TRADE BANK N.A. agree as follows (with certain terms used herein being defined in Article 9):
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 18th, 2004 • Ocular Sciences Inc /De/ • Ophthalmic goods • New York
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of October 18, 2004 (this “Amendment”), by and among THE COOPER COMPANIES, INC., a Delaware corporation (“Parent”), TCC ACQUISITION CORP., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and OCULAR SCIENCES, INC., a Delaware corporation (the “Company”). Capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the Merger Agreement (as defined below).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 15th, 2004 • Ocular Sciences Inc /De/ • Ophthalmic goods
This First Amendment to Credit Agreement is entered into as of March 30, 2003 (the “Amendment”), by and among OCULAR SCIENCES, INC. (“Borrower”), and COMERICA BANK-CALIFORNIA, a California banking corporation, as the Agent for the Lenders (“Bank”).
