Exhibit 10.41 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is entered into as of February 1, 2001 (the "Effective Date") by and between MEDICAL RESEARCH GROUP, INC., a Delaware corporation (the "Company"), and MINIMED INC.,...Stock Purchase Agreement • March 29th, 2001 • Minimed Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
THE MERGERMerger Agreement • August 13th, 2001 • Minimed Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
1 EXHIBIT 10.5 REVOLVING CREDIT AGREEMENT dated as of May 18, 1999Revolving Credit Agreement • August 16th, 1999 • Minimed Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
RECITALSAsset Purchase Agreement • April 1st, 1999 • Minimed Inc • Orthopedic, prosthetic & surgical appliances & supplies • Florida
W I T N E S S E T H:Security Agreement • August 16th, 1999 • Minimed Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
1 EXHIBIT 10.3 PARENT GUARANTY GUARANTY, dated as of May 18, 1999 (this "Guaranty"), from MINIMED INC., a Delaware corporation (the "Parent Guarantor"), to FIRST SECURITY BANK, NATIONAL ASSOCIATION, not individually, but solely as Owner Trustee under...Guaranty • August 16th, 1999 • Minimed Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • June 24th, 1999 • Minimed Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
1 EXHIBIT 4Rights Agreement • June 26th, 2001 • Minimed Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
1 EXHIBIT 10.12 [WILSON GREATBATCH LTD. LETTERHEAD] November 1, 1996 MiniMed Inc. 12744 San Fernando Road Sylmar, California 91342 Gentlemen: Reference is made to a certain Supply Agreement between you ("MMI") and MiniMed Technologies Ltd. ("MMT"),...Supply Agreement • March 25th, 1997 • Minimed Inc • Orthopedic, prosthetic & surgical appliances & supplies
EXHIBIT 10.2 FIRST AMENDMENT TO CHANGE OF CONTROL AGREEMENT WHEREAS, MiniMed Inc. (the "Company") and Terrance H. Gregg (the "Executive") have entered into that certain Change of Control Agreement dated March 1, 1999 (the "Agreement"); and WHEREAS,...Change of Control Agreement • May 14th, 2001 • Minimed Inc • Orthopedic, prosthetic & surgical appliances & supplies
R E C I T A L SReorganization Agreement • January 16th, 1998 • Minimed Inc • Orthopedic, prosthetic & surgical appliances & supplies
1 EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is entered into as of November 5, 1998 by and among Medtronic Asset Management, Inc. a Minnesota corporation ("MAMI"), and MiniMed Inc. ("MINIMED"), a...Registration Rights Agreement • June 11th, 1999 • Minimed Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
EXHIBIT 4.4Rights Agreement • May 7th, 1999 • Minimed Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
Exhibit 10.1 FIRST AMENDMENT TO PARTICIPATION AGREEMENT AND RELATED DOCUMENTS dated as of October 30, 2000Participation Agreement • November 13th, 2000 • Minimed Inc • Orthopedic, prosthetic & surgical appliances & supplies
1 EXHIBIT 1Rights Agreement • May 7th, 1999 • Minimed Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
BACKGROUNDRights Agreement • June 11th, 1999 • Minimed Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
EXHIBIT 10.2 PARTICIPATION AGREEMENT dated as of May 18, 1999Participation Agreement • August 16th, 1999 • Minimed Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
1 EXHIBIT 10.16 [MERRILL LYNCH LOGO] WCMA (R) NOTE AND LOAN AGREEMENT WCMA NOTE AND LOAN AGREEMENT ("Loan Agreement") dated as of January 6, 1997, between MINIMED INC. , a corporation organized and existing under the laws of the State of Delaware...Loan Agreement • March 25th, 1997 • Minimed Inc • Orthopedic, prosthetic & surgical appliances & supplies • Illinois
Exhibit 10.33 INDUSTRIAL LEASE THIS LEASE is made as of October 15, 2000 by and between MiniMed Inc., a Delaware corporation, hereafter called "Landlord," and Advanced Bionics Corporation, Delaware corporation, hereinafter called "Tenant." ARTICLE I....Industrial Lease • March 29th, 2001 • Minimed Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
EXHIBIT 10.1 DESIGN AND DEVELOPMENT AGREEMENTDesign and Development Agreement • May 15th, 2000 • Minimed Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
1 Exhibit 10.2 CHANGE OF CONTROL AGREEMENT This Change of Control Agreement is entered into this 1st day of March, 1999 between MiniMed Inc., a Delaware corporation (the "Company") and Terrance H. Gregg (the "Executive"). R E C I T A L S The Company...Change of Control Agreement • May 17th, 1999 • Minimed Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
1 EXHIBIT 10.4 CHANGE OF CONTROL AGREEMENT This Change of Control Agreement is entered into this 1st day of March, 1999 between MiniMed Inc., a Delaware corporation (the "Company") and David Morley (the "Executive"). R E C I T A L S The Company...Change of Control Agreement • May 17th, 1999 • Minimed Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
1 EXHIBIT 10.2 CHANGE OF CONTROL AGREEMENT This Change of Control Agreement is entered into this 12th day of August, 1999 between MiniMed Inc., a Delaware corporation (the "Company") and Stephen Bowman (the "Executive"). R E C I T A L S The Company...Change of Control Agreement • November 15th, 1999 • Minimed Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
1 Exhibit 10.15 CHANGE OF CONTROL AGREEMENT This Change of Control Agreement is entered into this 12th day of August, 2000 between MiniMed Inc., a Delaware corporation (the "Company") and Steven Schultz (the "Executive"). R E C I T A L S The Company...Change of Control Agreement • March 29th, 2001 • Minimed Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
EXHIBIT 2.1 REORGANIZATION AGREEMENTReorganization Agreement • October 20th, 1997 • Minimed Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
RECITALSGlucose Sensor Option Agreement • March 29th, 2001 • Minimed Inc • Orthopedic, prosthetic & surgical appliances & supplies
ANDDevelopment, Licence and Supply Agreement • August 16th, 1999 • Minimed Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
ANDLicence and Manufacturing Agreement • August 16th, 1999 • Minimed Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
RECITALSImplantable Pump License and Distribution Agreement • March 29th, 2001 • Minimed Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
RECITALSImplantable Pump License and Distribution Agreement • November 13th, 1998 • Minimed Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
ANDGround Sublease • August 16th, 1999 • Minimed Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
RECITALSImplantable Pump License and Distribution Agreement • May 22nd, 2000 • Minimed Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
1 v EXHIBIT 10.4 MASTER LEASE AGREEMENT dated as of May 18, 1999Master Lease Agreement • August 16th, 1999 • Minimed Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
1 EXHIBIT 10.8 AMENDMENT TO LICENSE, SUPPLY AND DISTRIBUTION AGREEMENTLicense, Supply and Distribution Agreement • August 16th, 1999 • Minimed Inc • Orthopedic, prosthetic & surgical appliances & supplies
1 EXHIBIT 10.1 FIRST AMENDMENT TO STOCK PLEDGE AGREEMENT THIS FIRST AMENDMENT TO PARENT STOCK PLEDGE AGREEMENT (the "First Amendment"), dated as of June 24, 1999, made by MINIMED INC., a Delaware corporation (the "Pledgor"), in favor of ING (U.S.)...Stock Pledge Agreement • November 15th, 1999 • Minimed Inc • Orthopedic, prosthetic & surgical appliances & supplies
