AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD SUBLEASE (Long-form to be used with pre-1996 AIR leases)Inamed Corp • March 29th, 2002 • Orthopedic, prosthetic & surgical appliances & supplies
ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY REAL ESTATE BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS SUBLEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:
LEASE AGREEMENTLease Agreement • March 29th, 2002 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies
ZONA FRANCA METROPOLITANA, S.A., a corporation organized and existing according to the laws of the Republic of Costa Rica, domiciled in Barreal de Heredia, bearer of the corporate identification number three - one, zero, one - zero, eight, zero, six, five, three - zero, four, registered in the Public Registry, Mercantile Section, volume four hundred fifty nine, page two hundred twenty one, entry one hundred ninety eight, herein represented by its universal proxy JORGE MANUEL BRENES RAMIREZ, identification number four-zero nine two-five five two, with power of attorney registered in the Mercantile Section of the Public Registry at volume one thousand and twelve, page one hundred and sixty nine, entry two hundred and sixty, (hereinafter referred to, for the purposes of this Agreement, as the OWNER).
LEASE between ROCKBER PARTNERS, LLC a Delaware limited liability company (“Lessor”) and MCGHAN MEDICAL CORPORATION a California corporation (“Lessee”)Lease • March 29th, 2002 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS LEASE dated November , 1999, for reference purposes only is made between the Lessor and the Lessee named below, effective on the later of the dates set forth under their respective signatures.
AMENDMENT NO. 2 TORights Agreement • March 29th, 2002 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies
This Amendement No. 2, dated as of April 1, 2002 (this “Amendment”), amends the Amended and Restated Rights Agreement, dated as of November 16, 1999 (the “Original Rights Agreement”), entered into by and between Inamed Corporation (the “Company”) and U.S. Stock Transfer Corporation, as Rights Agent (the "Rights Agent”), as amended by Amendment No. 1 to Amended and Restated Rights Agreement, dated as of December 22, 1999 (“Amendment No. 1”, together with the Original Rights Agreement, the “Rights Agreement”). Terms which are capitalized but not defined herein and which are defined in the Rights Agreement shall have the meanings ascribed to them in the Rights Agreement.
PROCOMER [logo] PROMOTORA DEL COMERCIO EXTERIOR DE COSTA RICA OPERATING AGREEMENTOperating Agreement • March 29th, 2002 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies
The PROMOTORA DEL COMERCIO EXTERIOR DE COSTA RICA (“PROCOMER”) [Foreign Trade Promotion Office of Costa Rica], holder of Corporate Identification No. 3-007-196350, represented in this transaction by Leda Jiménez Cerdas, who is of legal age, unmarried, has a degree in International Relations, is a resident of San Antonio de Desamparados de San José and holder of Identity Card No. 3-229-068, and who has been granted an unlimited power of attorney, which is recorded in the Public Registry, Personal Section, in Volume 150, page 191, entry 488, and MCGHAN MEDICO S.A., holder of Corporate Identification No. three - one hundred and one — two hundred thirty seven six hundred and sixty five, represented in this transaction by Gregory Crane, who has no second surname because he is from the United States of America, and is of legal age, married once, a businessman, holder of U.S. Passport No. one five seven seven zero four five nine four, and whose residence is Four N. Dodge Boulevard, Tucson, Ar
ASSIGNMENT AGREEMENTAssignment Agreement • March 29th, 2002 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies
This Assignment Agreement (“Agreement”) is made and entered into as of this 16th day of October, 2000, by and between MEDICAL PRODUCTS DEVELOPMENT, INC. (“MPDI”), having its principal place of business at 915 San Antonio Creek Road, Santa Barbara, California 93111, INAMED CORPORATION (“INAMET”), having its principal place of business at 5540 Ekwill Street, Santa Barbara, California 93111, and McGHAN MEDICAL CORPORATION (“MMC”), having its principal place of business at 700 Ward Drive, Santa Barbara, California 93111.
LOGO] AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATIONGuaranty • March 29th, 2002 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies • California
Default exists and notwithstanding any notice from or claim from Sublessor to the contrary and Sublessor shall have no right or claim against Sublessee for any such Rent so paid by Sublessee.
FIRST AMENDMENT TO LEASEInamed Corp • March 29th, 2002 • Orthopedic, prosthetic & surgical appliances & supplies
THIS FIRST AMENDMENT TO LEASE is made and entered into as of May 5, 1996, between EKWILL PARTNERS, Ltd., a California limited Partnership (“Lessor”) and McGHAN MEDICAL CORPORATION, a California corporation (“Lessee”).
SUBLEASESublease • March 29th, 2002 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies • California
INAMED CORPORATIONOriginal Rights Agreement • March 29th, 2002 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies
This agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall together constitute one and the same instrument.
SECOND AMENDMENT TO LEASECommencement of Term Agreement • March 29th, 2002 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS SECOND AMENDMENT TO LEASE is dated for reference purposes only as August 7, 1998, and is part of that Lease dated October 27, 1993, together with First Amendment to Lease dated July 8, 1995, (collectively, the “Lease”) by and between AMB PROPERTY, L.P., a Delaware limited partnership, Successor-in-Interest to The Equitable Life Assurance Society of the United States, a New York corporation (“Landlord”), and COLLAGEN CORPORATION, a Delaware corporation (“Tenant”), and is made with reference to the following facts:
LICENSE AGREEMENT BETWEEN ADVANCED TISSUE SCIENCES, INC. a Delaware corporation, as ATS AND INAMED CORPORATION, a Delaware corporation, as IMDCLicense Agreement • March 29th, 2002 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS LICENSE AGREEMENT (the “License Agreement” of “Agreement”) is made and entered into as of May 10, 1999 (the “Effective Date”), by and between Advanced Tissue Sciences, Inc., a Delaware corporation (“ATS”), and Inamed Corporation, a Delaware corporation (“IMDC”).
ARTHROCARE CORPORATION LOGO] CONFIDENTIAL & BINDING AMENDMENTLicense and Distribution Agreement • March 29th, 2002 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies • California
*The above transfer prices for Disposable Wands will be reduced by 5% at the end of each year following ArthroCare’s achievement of milestone (1) in Section 5.1; provided that the transfer price of a Disposable Wand will never be lower than 110% of the fully allocated cost of the Disposable Wand.
INAMED CORPORATION OPTION AGREEMENT PURSUANT TO THEOption Agreement • March 29th, 2002 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
Pursuant to the Inamed corporation 2000 Stock Option Plan, as amended (the “Plan”), Inamed Corporation, a Delaware corporation (the “Company”), hereby grants to the Optionee named above an option (the “Option”) to purchase, on or prior to the Expiration Date specified above, all or any part of the number of shares of common stock, par value $.01 per share, of the Company (each, a “Share”), specified above (the “Option Shares”) at the Option Exercise Price per Share specified above, subject to the terms and conditions set forth in this agreement (this “Agreement”) and in the Plan (as modified fro time to time in accordance with the terms thereof). This Option is not intended to qualify and shall not be treated as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended from time to time (the “Code”), Capitalized terms not defined herein shall have the meanings ascribed in the Plan.
ContractAgreement • March 29th, 2002 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies
AGREEMENT made the 30th day of August 1991 BETWEEN the INDUSTRIAL DEVELOPMENT AUTHORITY of Wilton Park House, Wilton Place, Dublin 2 (hereinafter called “the lessor”) of the one part and MCGHAN LIMITED having its registered office at (hereinafter called “the lessee”) of the other part.
ADDENDUM TO LICENSE AGREEMENT BETWEEN ADVANCED TISSUE SCIENCES, INC. a Delaware corporation, as ATS AND INAMED CORPORATION, a Delaware corporation, as IMDCLicense Agreement • March 29th, 2002 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies
THIS ADDENDUM (the “Addendum”) is made and entered into as of September 14, 1999 (the “Effective Date”), by and between Advanced Tissue Sciences, Inc., a Delaware corporation (“ATS”), and INAMED Corporation, a Delaware corporation (“IMDC”).
SECOND AMENDMENT OF LEASEInamed Corp • March 29th, 2002 • Orthopedic, prosthetic & surgical appliances & supplies
THIS SECOND AMENDMENT OF LEASE is made and entered into on May , 1996, between EKWILL PARTNERS, Ltd., a California limited Partnership (“Lessor”) and McGHAN MEDICAL CORPORATION, a California corporation (“Lessee”).
ContractLease • March 29th, 2002 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies
THIS LEASE made the 20th day of September 1994 BETWEEN ALLMAN EQUITIES LIMITED having its registered office at 3 Herbert Road, Bray, in the County of Wicklow (hereinafter called “the Lessor” which expression shall include its successors and assigns) of the One Part and CHAMFIELD LIMITED of Kilbride Industrial Estate, Arklow, County Wicklow, (hereinafter called “the Lessee” which expression shall unless otherwise stated include its successors and permitted assigns) of the other part.
CREDIT AGREEMENT among INAMED CORPORATION as Borrower The Several Lenders from Time to Time Parties Hereto FIRST UNION NATIONAL BANK, as Administrative Agent, BEAR STEARNS CORPORATE LENDING INC., as Syndication Agent, GMAC COMMERCIAL CREDIT LLC, as...Credit Agreement • March 29th, 2002 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
INAMED CORPORATION EXECUTIVE OFFICER OPTION AGREEMENTExecutive Officer Option Agreement • March 29th, 2002 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Stock Option Agreement (this “Agreement”) is made and entered into at New York, New York, as of the date hereinafter set forth by and between INAMED CORPORATION, a Delaware corporation (the “Corporation”), and NICHOLAS L. TETI (the “Optionee”).
Fourth Amendment to Lease Agreement forLease Agreement • March 29th, 2002 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies
Browne Trust Number Two, Lessor and INAMED Corporation, Lessee, of that real property commonly known as 1035 Cindy Lane, Carpinteria, California (Santa Barbara County Assessors parcel number 001-190-55-00), herewith agree to the following changes to Section three (3) of the original lease agreement, dated April 4, 1987. Section three shall be amended and modified to read as follows.
ContractAgreement • March 29th, 2002 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies
THIS AGREEMENT made the 20th day of September, One Thousand Nine Hundred and Ninety Four BETWEEN ALLMAN EQUITIES LIMITED of 3 Herbert Road, Bray, County Wicklow (hereinafter called “the Lessor”) of the one part and CHAMFIELD LIMITED of Kilbride Industrial Estate, Arklow, County Wicklow (hereinafter called “the Lessee”) of the other part).
AMENDMENT TO LEASE Dated September 1, 2001Lease • March 29th, 2002 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies
This amendment to Lease is entered into this 1st day of September 2001, by and between Ekwill Street, LP a California limited partnership, hereinafter referred to as “Landlord,” and McGhan Medical Corporation, hereinafter referred to as “Tenant.”
ContractSub-Lease • March 29th, 2002 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies
THIS SUB-LEASE made the day of 1990 BETWEEN the INDUSTRIAL DEVELOPMENT AUTHORITY having its principal office at Wilton Park House, Wilton Place, in the City of Dublin (hereinafter called “the Lessor” which expression shall include its successors and assigns) of the One Part AND McGHAN LIMITED having its registered office at 1, Earlsfort Centre, Hatch Street, Dublin 2 (hereinafter called “the Lessee” which expression shall unless otherwise stated include its successors and permitted assigns) of the Other Part.
