UNDERWRITING AGREEMENT UNDERWRITING AGREEMENTUnderwriting Agreement • June 18th, 2002 • Conceptus Inc • Surgical & medical instruments & apparatus • New York
EXHIBIT 4.1 STOCK PURCHASE AGREEMENT Conceptus, Inc. 1021 Howard Avenue San Carlos, CA 94070 Ladies & Gentlemen: The undersigned, ___________________________ (the "Investor"), hereby confirms its agreement with you as follows: 1. This Stock Purchase...Stock Purchase Agreement • August 1st, 2000 • Conceptus Inc • Surgical & medical instruments & apparatus • California
RECITALSEmployment Agreement • October 5th, 2004 • Conceptus Inc • Surgical & medical instruments & apparatus • California
SUBLEASE AGREEMENT DATED: October 1, 1998 ARTICLE 1: FUNDAMENTAL SUBLEASE PROVISIONS. 1.1 PARTIES: Sublessor: CONCEPTUS INC., a Delaware corporation Sublessee: AVIO DIGITAL, INC., a California corporation 1.2 MASTER LEASE: (Article 3): Sublessor, as...Sublease Agreement • April 1st, 1999 • Conceptus Inc • Surgical & medical instruments & apparatus
CONCEPTUS, INC.Registration Rights Agreement • June 27th, 1997 • Conceptus Inc • Surgical & medical instruments & apparatus • California
EXHIBIT 4.1 STOCK PURCHASE AGREEMENT Conceptus, Inc. 1021 Howard Avenue San Carlos, CA 94070 Ladies & Gentlemen: The undersigned,_____________________ (the "Investor"), hereby confirms its agreement with you as follows: 1. This Stock Purchase...Stock Purchase Agreement • March 15th, 2004 • Conceptus Inc • Surgical & medical instruments & apparatus • California
CONCEPTUS, INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of December 23, 2011 5.00% Convertible Senior Notes due 2031Indenture • December 27th, 2011 • Conceptus Inc • Surgical & medical instruments & apparatus • New York
INDENTURE dated as of December 23, 2011 between Conceptus, Inc., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
WITNESSETHManufacturing Agreement • March 30th, 1998 • Conceptus Inc • Surgical & medical instruments & apparatus
RECITALSExecutive Agreement • March 31st, 2003 • Conceptus Inc • Surgical & medical instruments & apparatus • California
2.1. Subject to the restrictive provisions elsewhere herein, the purchase right represented by this Warrant may be exercised by the Holder, in whole or in part, by: (i) the surrender of this Warrant (with the notice of exercise form attached hereto as...Warrant Agreement • March 29th, 2001 • Conceptus Inc • Surgical & medical instruments & apparatus • California
ROYALTY AGREEMENTRoyalty Agreement • March 30th, 1998 • Conceptus Inc • Surgical & medical instruments & apparatus
ENTERPRISESLease Addendum • March 31st, 2003 • Conceptus Inc • Surgical & medical instruments & apparatus
THREE SISTERS RANCH E N T E R P R I S E S LLC FOURTH AMENDMENTLease Agreement • April 1st, 2002 • Conceptus Inc • Surgical & medical instruments & apparatus
CONCEPTUS, INC. LOAN AGREEMENT --------------Loan Agreement • March 30th, 1998 • Conceptus Inc • Surgical & medical instruments & apparatus • California
RECITALSContract Manufacturing Agreement • March 15th, 2004 • Conceptus Inc • Surgical & medical instruments & apparatus • California
EXHIBIT 10.30 SETTLEMENT AND LICENSE AGREEMENTSettlement and License Agreement • April 30th, 2004 • Conceptus Inc • Surgical & medical instruments & apparatus • California
LOGO] October 21, 1998 Sanford Fitch 52 Flood Circle Atherton, CA 94027 Dear Sandy: This letter is to confirm the agreement between you and Conceptus, Inc. ("Company") regarding your separation from employment with the Company. 1. Your employment with...Severance Agreement • April 1st, 1999 • Conceptus Inc • Surgical & medical instruments & apparatus
EXHIBIT 10.20 FORM OF SENIOR MANAGEMENT CHANGE OF CONTROL AGREEMENTChange of Control Agreement • August 14th, 1997 • Conceptus Inc • Surgical & medical instruments & apparatus • California
AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENTChange of Control Agreement • March 8th, 2013 • Conceptus Inc • Surgical & medical instruments & apparatus • California
(the “Employee”) and Conceptus, Inc., a Delaware corporation (the “Company”) entered into a Change of Control Agreement, effective as of this 2013 (the “Effective Date”), pursuant to the terms and conditions set forth in this Amended and Restated Change of Control Agreement (the “Agreement”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG BAYER HEALTHCARE LLC, EVELYN ACQUISITION COMPANY, AND CONCEPTUS, INC. Dated as of April 28, 2013Merger Agreement • April 29th, 2013 • Conceptus Inc • Surgical & medical instruments & apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 28, 2013, by and among Bayer HealthCare LLC, a Delaware limited liability company (“Parent”), Evelyn Acquisition Company, a Delaware corporation and a wholly owned Subsidiary of Parent (“Purchaser”), and Conceptus, Inc., a Delaware corporation (the “Company”). Each of Parent, Purchaser and the Company are referred to herein as a “Party” and together as the “Parties”. All capitalized terms used in this Agreement shall have the meanings assigned to them in Article IX or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
CONCEPTUS, INC. $75,000,000 Principal AmountUnderwriting Agreement • February 12th, 2007 • Conceptus Inc • Surgical & medical instruments & apparatus • New York
The Notes are to be issued pursuant to an indenture to be dated as of February 12, 2007, between the Company and Wells Fargo, N.A., as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of February 12, 2007, between the Company and the Trustee (such indenture, as supplemented, the “Indenture”). The Notes will be convertible in accordance with their terms and the terms of the Indenture into cash and, if applicable, shares of the common stock (the “Common Stock”) of the Company, $0.003 par value per share (the “Shares”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 7th, 2005 • Conceptus Inc • Surgical & medical instruments & apparatus • California
Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.
RECITALSChange of Control Agreement • April 1st, 2002 • Conceptus Inc • Surgical & medical instruments & apparatus • California
AMONG CONCEPTUS, INC.Agreement and Plan of Reorganization • December 10th, 1996 • Conceptus Inc • Surgical & medical instruments & apparatus • California
INDEMNITY AGREEMENTIndemnification Agreement • March 13th, 2009 • Conceptus Inc • Surgical & medical instruments & apparatus • Delaware
This Indemnity Agreement (“Agreement”) is made as of ____________ , 20[__] by and between Conceptus, Inc., a Delaware corporation (the “Company”), and __________ _______ (“Indemnitee”).
AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENTChange of Control Agreement • August 7th, 2009 • Conceptus Inc • Surgical & medical instruments & apparatus • California
This Amended and Restated Change of Control Agreement (the “Agreement”) is made and entered into effective as of January 1, 2009, by and between Kathryn A. Tunstall (the “Employee”) and Conceptus, Inc., a Delaware corporation (the “Company”).
ANDPreferred Shares Rights Agreement • February 28th, 1997 • Conceptus Inc • Surgical & medical instruments & apparatus • Delaware
CONCEPTUS, INC. SPENCER ROECK STOCK APPRECIATION RIGHT AGREEMENTStock Appreciation Right Agreement • December 4th, 2007 • Conceptus Inc • Surgical & medical instruments & apparatus
This SPENCER ROECK STOCK APPRECIATION RIGHT AGREEMENT (the “Agreement”) is entered into effective as of October 10, 2007 (the “Effective Date”) between Conceptus, Inc. (the “Company”) and Spencer Roeck (the “Participant”).
CONCEPTUS, INC. DAVID H. CHUNG RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 21st, 2012 • Conceptus Inc • Surgical & medical instruments & apparatus • Delaware
This DAVID H. CHUNG RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is entered into effective as of August 13, 2012 (the “Grant Date”) between Conceptus, Inc. (the “Company”) and David H. Chung (“Participant”).
EXCLUSIVE CO-PROMOTION AGREEMENTExclusive Co-Promotion Agreement • March 1st, 2004 • Conceptus Inc • Surgical & medical instruments & apparatus
THIS AGREEMENT is entered into as of October 30, 2003 (the “Effective Date”) by and between CONCEPTUS, INC. a Delaware corporation, having an address of 1021 Howard Avenue, San Carlos, California 94070 and its permitted assigns hereunder (hereinafter referred to as “CONCEPTUS”), and GYNECARE WORLDWIDE DIVISION OF ETHICON, INC., a New Jersey corporation, having an address of U.S. Route #22, Somerville, New Jersey 08876 and its permitted assigns hereunder (hereinafter referred to as “GYNECARE”, together with CONCEPTUS, the “Parties” and each a “Party”).
Employment AgreementEmployment Agreement • December 9th, 2011 • Conceptus Inc • Surgical & medical instruments & apparatus • California
This Employment Agreement (the “Agreement”), dated as of December 6, 2011 (the “Effective Date”), is made by and between Conceptus, Inc., a Delaware corporation (the “Company”), and Keith Grossman (the “Executive”) (collectively referred to herein as the “Parties”).
CONCEPTUS, INC. EMPLOYMENT COMMENCEMENT NONSTATUTORY STOCK OPTIONEmployment Commencement Nonstatutory Stock Option • June 29th, 2004 • Conceptus Inc • Surgical & medical instruments & apparatus • California
AMENDED AND RESTATED EXECUTIVE AGREEMENTExecutive Agreement • May 15th, 2003 • Conceptus Inc • Surgical & medical instruments & apparatus • California
This Amended and Restated Executive Agreement (this “Agreement”) is made and entered on April , 2003, effective as of November 25, 2002, by and between Steve Bacich (“Employee”) and Conceptus, Inc., a Delaware corporation (the “Company”).
CONCEPTUS, INC.Master Consulting Agreement • March 30th, 1998 • Conceptus Inc • Surgical & medical instruments & apparatus • California
CONCEPTUS, INC.Stock Appreciation Rights Agreement • March 8th, 2013 • Conceptus Inc • Surgical & medical instruments & apparatus
