0001193125-13-204641 Sample Contracts

Dear _________: As you know, on April 28, 2013 a merger agreement was entered into providing for the acquisition of Conceptus, Inc. (Conceptus) by Bayer HealthCare. Bayer’s offer to purchase all outstanding Conceptus stock is confirmation of the value...
Conceptus Inc • May 7th, 2013 • Surgical & medical instruments & apparatus

This new chapter for Conceptus is exciting, and it is our hope that it will provide genuine opportunities to expand our market base and our goal to support women’s health and healthy family planning.

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Dear _________: As you know, on April 28, 2013 a merger agreement was entered into providing for the acquisition of Conceptus, Inc. (Conceptus) by Bayer HealthCare. Bayer’s offer to purchase all outstanding Conceptus stock is confirmation of the value...
Conceptus Inc • May 7th, 2013 • Surgical & medical instruments & apparatus

This new chapter for Conceptus is exciting, and it is our hope that it will provide genuine opportunities to expand our market base and our goal to support women’s health and healthy family planning.

Contract
Conceptus Inc • May 7th, 2013 • Surgical & medical instruments & apparatus

We are pleased to inform you that on April 28, 2013, Conceptus, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Bayer HealthCare LLC (“Parent”) and Evelyn Acquisition Company, a wholly owned subsidiary of Parent (“Purchaser”), pursuant to which Purchaser commenced a tender offer (the “Offer”) on May 7, 2013 to purchase all of the outstanding common stock, par value $0.003 per share, of the Company for $31.00 per share, net to the holder thereof, in cash, without interest, subject to any withholding of taxes required by applicable law.

Mountain View, CA 94041, USA Main 650-962-4000 Fax 650-962-5200
Conceptus Inc • May 7th, 2013 • Surgical & medical instruments & apparatus • New York
MUTUAL NONDISCLOSURE AGREEMENT
Nondisclosure Agreement • May 7th, 2013 • Conceptus Inc • Surgical & medical instruments & apparatus • California

THIS NONDISCLOSURE AGREEMENT (the “Agreement”) is made and entered into as of November 21, 2012 (the “Effective Date”), by and between Conceptus, Inc., a Delaware corporation, and Bayer Pharma Aktiengesellschaft, a German stock corporation.

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