BIOVENTUS LLC PHANTOM PROFITS INTERESTS PLAN AWARD AGREEMENTAward Agreement • January 20th, 2021 • Bioventus Inc. • Surgical & medical instruments & apparatus • Delaware
This Bioventus LLC Phantom Profits Interests Plan Award Agreement (this “Award Agreement”), dated as of April 21, 2016 (the “Effective Date”), is delivered by Bioventus LLC (the “Company”) to Alessandra Pavesio (the “Grantee”).
CREDIT AND GUARANTY AGREEMENT dated as of December 6, 2019 among Bioventus LLC, as Borrower, Certain Subsidiaries of the Borrower From Time to Time Party Hereto, as Guarantors, The Lenders From Time to Time Party Hereto Wells Fargo Bank, National...Credit and Guaranty Agreement • January 20th, 2021 • Bioventus Inc. • Surgical & medical instruments & apparatus • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of December 6, 2019, is entered into by and among Bioventus LLC, a Delaware limited liability company (“Borrower”), certain Subsidiaries of the Borrower from time to time party hereto, as Guarantor Subsidiaries, the Lenders from time to time party hereto and Wells Fargo Bank, National Association, as administrative agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as collateral agent (together with its permitted successors in such capacity, the “Collateral Agent”).
BIOVENTUS LLC PHANTOM PROFITS INTERESTS PLAN AWARD AGREEMENTAward Agreement • January 20th, 2021 • Bioventus Inc. • Surgical & medical instruments & apparatus • Delaware
This Bioventus LLC Phantom Profits Interests Plan Award Agreement (this “Award Agreement”), dated as of June 1, 2015 (the “Effective Date”), is delivered by Bioventus LLC (the “Company”) to Alessandra Pavesio (the “Grantee”).
April 24, 2020 Ken Reali Re: Amendment to Employment Agreement Dear Ken:Employment Agreement • January 20th, 2021 • Bioventus Inc. • Surgical & medical instruments & apparatus
This letter will serve to amend your employment agreement with Bioventus LLC dated as of March 14, 2020 (the “Agreement”) as follows:
June 12, 2020 Anthony P. Bihl, III Dear Tony:Bioventus Inc. • January 20th, 2021 • Surgical & medical instruments & apparatus
This will letter will set forth the understanding between you and Bioventus LLC (the “Company”) in connection with your exercise of the put rights and the Company’s repurchase of the 333,330 Profit Interest Units granted to you under the Management Incentive Plan (the “MIP”) as set forth in that certain Management Incentive Plan Award Agreement dated as of December 2, 2013 (the “MIP Agreement’) and the payment due to you under the Bioventus Phantom Profits Interest Plan (the “Phantom Plan”) for the Phantom Profits Interest Units granted to you under that certain Phantom Profit Interest Plan Award Agreement dated April 21, 2016 (the “PPI Agreement”), as a result of your retirement from the Company.
BIOVENTUS LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT dated as of May 4, 2012 among SMITH & NEPHEW, INC., BELUGA I, INC., BELUGA II, INC., BELUGA III, INC., BELUGA IV, INC., BELUGA V, INC., BELUGA VI, INC., BELUGA VII, INC., BELUGA...Limited Liability Company Agreement • January 20th, 2021 • Bioventus Inc. • Surgical & medical instruments & apparatus • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Bioventus LLC (the “Company”) is dated as of May 4, 2012 among the Company, Smith & Nephew, Inc., a Delaware corporation (“S&N”), Beluga I, Inc., a Delaware corporation (“Beluga I”), Beluga II, Inc., a Delaware corporation (“Beluga II”), Beluga III, Inc., a Delaware corporation (“Beluga III”), Beluga IV, Inc., a Delaware corporation (“Beluga IV”), Beluga V, Inc., a Delaware corporation (“Beluga V”), Beluga VI, Inc., a Delaware corporation (“Beluga VI”), Beluga VII, Inc., a Delaware corporation (“Beluga VII”), Beluga VII-A, Inc., a Delaware corporation (“Beluga VII-A”), Beluga VIII, Inc., a Delaware corporation (“Beluga VIII”), Mark A. Augusti and each other Member listed on the signature pages hereto from time to time.
SUMMARY OF MANAGEMENT INCENTIVE PLAN AWARD AGREEMENTAward Agreement • January 20th, 2021 • Bioventus Inc. • Surgical & medical instruments & apparatus • Delaware
This Bioventus LLC Management Incentive Plan Award Agreement (this “Award Agreement”), dated as of December 2, 2013 (the “Effective Date”), is delivered by Bioventus LLC (the “Company”) to Anthony P. Bihl III (the “Grantee”)
AMENDED AND RESTATED LICENSE AGREEMENT – US BETWEEN BIOVENTUS LLC AND Q-MED AB AND NESTLÉ SKIN HEALTH S.A. December 9, 2016License Agreement • January 20th, 2021 • Bioventus Inc. • Surgical & medical instruments & apparatus • New York
This Amended and Restated License Agreement – US (together with all schedules and exhibits attached hereto, the “Agreement”), is made and entered into this December 9, 2016 (the “Amendment Effective Date”), by and among Q-Med AB, a limited liability company organized under the laws of the Kingdom of Sweden with corporate registration number 556258-6882 (“Q-Med”), Nestlé Skin Health S.A., a corporation organized under the laws of Switzerland (“NSH”), and Bioventus LLC, a limited liability company organized under the laws of Delaware (“Bioventus”). Each of (i) Q-Med and NSH, on the one hand, and (ii) Bioventus, on the other hand, shall be referred to herein as a “Party” and collectively as the “Parties.” This Agreement shall amend, supersede and replace the Current US License Agreement (as defined below).
AMENDED AND RESTATED SUPPLY AGREEMENT - US BETWEEN BIOVENTUS LLC AND Q-MED AB December 9, 2016Supply Agreement • January 20th, 2021 • Bioventus Inc. • Surgical & medical instruments & apparatus • New York
This Amended and Restated Supply Agreement – US (together with all schedules and exhibits attached hereto, this “Agreement”) is entered into as of December 9, 2016 (the “Amendment Effective Date”), between Bioventus LLC, a limited liability company organized under the laws of Delaware (“Bioventus”), Q-Med AB, a limited liability company organized under the laws of the Kingdom of Sweden with corporate registration number 556258-6882 (“Q-Med”) and Nestlé Skin Health S.A., a corporation organized under the laws of Switzerland, as guarantor of Q-Med’s obligations hereunder (“Guarantor”). Each of (i) Q-Med and Guarantor, on the one hand, and (ii) Bioventus, on the other hand, shall be referred to herein as a “Party” and collectively as the “Parties.” This Agreement shall amend, supersede and replace the Current US Supply License Agreement (as defined below).
ContractLicense, Supply and Distribution Agreement • January 20th, 2021 • Bioventus Inc. • Surgical & medical instruments & apparatus
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
Bioventus LLC 4721 Emperor Blvd., Suite 100 Durham, NC 27703 USA 1-919-474-6700 1-800-396-4325 www.BioventusGlobal.comNon-Competition Agreement • January 20th, 2021 • Bioventus Inc. • Surgical & medical instruments & apparatus • North Carolina
You will be employed in the role of Chief Science Officer and you shall perform the duties of this role as are customary and as may be required by Bioventus. You will report to the Chief Executive Officer, Mark Augusti, and you will be based at the headquarters of Bioventus currently located in Durham, NC.
Bioventus LLC 4721 Emperor Blvd., Suite 100 Durham, NC 27703 USA 1-919-474-6700 1-800-396-4325 www.BioventusGlobal.comNon-Competition Agreement • January 20th, 2021 • Bioventus Inc. • Surgical & medical instruments & apparatus • North Carolina
You will be employed in the role of Chief Executive Officer and you shall perform the duties of this role as are customary and as may be required by Bioventus. You will report to the Board and you will be based at the headquarters of Bioventus currently located in Durham, NC.
OPTION AND EQUITY PURCHASE AGREEMENT by and among BIOVENTUS LLC, CARTIHEAL (2009) LTD., THE MAJOR SECURITYHOLDERS AND ELRON ELECTRONIC INDUSTRIES LTD., AS THE SECURITYHOLDER REPRESENTATIVE, DATED AS OF JULY 15, 2020Option and Equity Purchase Agreement • January 20th, 2021 • Bioventus Inc. • Surgical & medical instruments & apparatus • Delaware
This Option and Equity Purchase Agreement (this “Agreement”), dated as of July 15, 2020, is entered into by and among (a) Bioventus LLC, a Delaware limited liability company (“Buyer”), (b) CartiHeal (2009) Ltd., an Israeli private company registered under number 514279645 (the “Company”), (c) the Securityholders set forth on Schedule 1.01(a) hereto (the “Major Securityholders”) and each other Securityholder that becomes a party hereto following the date of this Agreement pursuant to a Joinder Agreement and (c) Elron Electronic Industries Ltd., an Israeli public company, in its capacity as the Securityholder Representative. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 1.01.
Bioventus LLC 4721 Emperor Blvd., Suite 100 Durham, NC 27703 USA 1-919-474-6700 1-800-396-4325 www.BioventusGlobal.comBioventus Inc. • January 20th, 2021 • Surgical & medical instruments & apparatus • North Carolina
You will be employed in the role of Chief Executive Officer and you shall perform the duties of this role as are customary and as may be required by Bioventus. You will report to the Board of Managers of the company, and you will be based at the headquarters of Bioventus currently located in Durham, NC.
AMENDED AND RESTATED EXCLUSIVE DISTRIBUTION AGREEMENT No.2 BY AND BETWEEN BIOVENTUS LLC AND SEIKAGAKU CORPORATION EFFECTIVE AS OF DECEMBER 22, 2020Exclusive Distribution Agreement • January 20th, 2021 • Bioventus Inc. • Surgical & medical instruments & apparatus • New York
This Amended and Restated Exclusive Distribution Agreement No.2 (the “Agreement”), effective as of December 22, 2020 (the “Effective Date”), by and between BIOVENTUS LLC, a Delaware limited liability company having its principal place of business at 4721 Emperor Boulevard, Durham, NC 27703 (“Distributor”) and SEIKAGAKU CORPORATION, a Japanese corporation having its principal place of business at Marunouchi Center Building, 6-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-0005, Japan (“Company”) amends and restates, in its entirety, the Amended and Restated Exclusive Distribution Agreement (the “Previous Agreement”), in effect as of May 4, 2018, by and between Distributor and Company. Distributor and Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
BIOVENTUS LLC PHANTOM PROFITS INTERESTS PLAN AWARD AGREEMENTAward Agreement • January 20th, 2021 • Bioventus Inc. • Surgical & medical instruments & apparatus • Delaware
This Bioventus LLC Phantom Profits Interests Plan Award Agreement (this “Award Agreement”), dated as of October 9, 2018 (the “Effective Date”), is delivered by Bioventus LLC (the “Company”) to Susan M. Stalnecker (the “Grantee”).
Bioventus LLC 4721 Emperor Blvd., Suite 100 Durham, NC 27703 USA 1-919-474-6700 1-800-396-4325 www.BioventusGlobal.comBioventus Inc. • January 20th, 2021 • Surgical & medical instruments & apparatus • Delaware
This will letter will set forth the agreement (this “Agreement”) between you and Bioventus LLC (the “Company”) in connection with the option to purchase Common/Profit Interest Units in the Company or an equivalent number of any newly issued equity interests of any successor entity having the same rights, preferences and limitations as such units (the “Units”). In consideration of the foregoing, you and the Company hereby agree as follows:
Bioventus LLC 4721 Emperor Blvd., Suite 100 Durham, NC 27703 USA 1-919-474-6700 1-800-396-4325 www.BioventusGlobal.comCompetition Agreement • January 20th, 2021 • Bioventus Inc. • Surgical & medical instruments & apparatus • North Carolina
You will be employed in the role of Chief Commercial Officer and you shall perform the duties of this role as are customary and as may be required by Bioventus. You will report to the Chief Executive Officer, Tony Bihl and you will be based at the headquarters of Bioventus currently located in Durham, NC.
AMENDMENT NO. 1 TO THE EXCLUSIVE LICENSE, SUPPLY AND DISTRIBUTION AGREEMENTSupply and Distribution Agreement • January 20th, 2021 • Bioventus Inc. • Surgical & medical instruments & apparatus
This Amendment No. 1 to the Exclusive License, Supply and Distribution Agreement (the “Amendment”) is entered into on December 31, 2018 (“Effective Date”) by and between Bioventus LLC, a Delaware limited liability company, with its principal place of business at 4721 Emperor Blvd. Suite 100, Durham NC 27703 (“BIOVENTUS”) and IBSA Institut Biochimique SA (Switzerland), a Swiss organization, with a registered office at Via al Ponte 13, 6900 Massagno – Switzerland (“IBSA”). BIOVENTUS and the IBSA each are referred to herein as a “Party” and collectively, as the “Parties”.
BIOVENTUS LLC PHANTOM PROFITS INTERESTS PLAN AWARD AGREEMENTAward Agreement • January 20th, 2021 • Bioventus Inc. • Surgical & medical instruments & apparatus • Delaware
This Bioventus LLC Phantom Profits Interests Plan Award Agreement (this “Award Agreement”), dated as of July 22, 2013 (the “Effective Date”), is delivered by Bioventus LLC (the “Company”) to Alessandra Pavesio (the “Grantee”).
Bioventus LLC 4721 Emperor Blvd., Suite 100 Durham, NC 27703 USA 1-919-474-6700 1-800-396-4325 www.BioventusGlobal.comNon-Competition Agreement • January 20th, 2021 • Bioventus Inc. • Surgical & medical instruments & apparatus • North Carolina
You will be employed in the role of Senior Vice President and General Counsel Role and you shall perform the duties of this role as are customary and as may be required by Bioventus, LLC. You will report to the Chief Executive Officer, and you will be based at the headquarters of Bioventus currently located in Durham, NC.
