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
Contract Type FiledMay 21st, 2013 Company Industry JurisdictionExhibit 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
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 • February 28th, 2013 • Smith & Nephew PLC • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
Contract Type FiledFebruary 28th, 2013 Company Industry JurisdictionTRANSACTION AGREEMENT (this “Agreement”) dated as of November 27, 2012 among Smith & Nephew, Inc., a Delaware corporation (“Buyer Domestic”), Smith & Nephew Inc., a Canada corporation (“Buyer Canada”), Smith & Nephew, Inc., a Puerto Rican corporation (“Buyer Puerto Rico”), Smith & Nephew Orthopaedics AG, a limited company incorporated under the laws of Switzerland (“Buyer International”), Sudbury Acquisitions N.V., a Curaçao limited liability company (“Buyer NV” and together with Buyer Domestic, Buyer Canada, Buyer Puerto Rico and Buyer International, the “Buyer Parties”), DFB Pharmaceuticals, Inc., a Texas corporation (“Seller Parent”), Healthpoint, Ltd., a Texas limited partnership (“Healthpoint”), Healthpoint International, LLC, a Texas limited liability company (“Healthpoint International”), DFB Biotech of Curaçao, N.V., a limited liability company incorporated under the laws of the Netherland Antilles and existing under the laws of Curaçao (“Healthpoint Curaçao”), and Healthpoint