AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER Dated as of November 14, 2005 Among JOHNSON & JOHNSON, SHELBY MERGER SUB, INC. And GUIDANT CORPORATIONAgreement and Plan of Merger • November 18th, 2005 • Johnson & Johnson • Pharmaceutical preparations • Indiana
Contract Type FiledNovember 18th, 2005 Company Industry JurisdictionAMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of November 14, 2005, among JOHNSON & JOHNSON, a New Jersey corporation (“Parent”), SHELBY MERGER SUB, INC., an Indiana corporation and a wholly owned Subsidiary of Parent (“Sub”), and GUIDANT CORPORATION, an Indiana corporation (the “Company”).
SETTLEMENT AGREEMENTSettlement Agreement • November 18th, 2005 • Johnson & Johnson • Pharmaceutical preparations • New York
Contract Type FiledNovember 18th, 2005 Company Industry JurisdictionThis Settlement Agreement (the “Settlement Agreement”) is entered into effective as of November 14, 2005, by and between GUIDANT CORPORATION (“Guidant”), on the one hand, and JOHNSON & JOHNSON (“J&J”), on the other hand, both of which are sometimes collectively referred to as the “Parties” with reference to the following: