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
TRANSACTION 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
Dated 07/11/2012 EMPLOYMENT AGREEMENT BETWEENEmployment Agreement • February 28th, 2013 • Smith & Nephew PLC • Orthopedic, prosthetic & surgical appliances & supplies
A This Agreement sets out the terms and conditions that apply to your employment with Us. We also have a staff handbook that contains provisions relevant to your employment. If there is any conflict between that handbook and this Agreement, however, this Agreement prevails.
AMENDMENT TO THE TRANSACTION AGREEMENTThe Transaction Agreement • February 28th, 2013 • Smith & Nephew PLC • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This AMENDMENT TO THE TRANSACTION AGREEMENT (this “Amendment”), dated as of December 21, 2012, by and between DFB Pharmaceuticals, Inc., a Texas corporation (“Seller Parent”), and Smith & Nephew, Inc., a Delaware corporation (“Buyer Domestic”).
