Sulzer Medica Ltd Sample Contracts

Centerpulse Ltd – Subscription and Underwriting Agreement dated as of September 27, 2002 by and between (April 25th, 2003)

WHEREAS, the Company proposes to conduct a capital increase with a rights offering to its existing shareholders (Kapitalerhöhung mit Bezugsangebot an die bisherigen Aktionäre) (the “Offering”) pursuant to which the holders (the “Existing Shareholders”) of existing shares of the Company (the “Old Shares”), subject to applicable securities laws, have the right to subscribe pro rata (the “Preemptive Rights”) for 1’822’408 newly issued shares with a nominal value of CHF 30 each (the “Offered Shares” and, together with the Old Shares, the “Shares”) to be offered by the Company.

Centerpulse Ltd – TRANSITION SERVICES AGREEMENT (April 25th, 2003)

THIS TRANSITION SERVICES AGREEMENT, dated as of January 21, 2003 (this "Agreement"), is entered into by and among CENTERPULSE LTD., a corporation duly organized and existing under the laws of Switzerland ("Centerpulse"), CENTERPULSE USA HOLDING CO., a corporation organized under the laws of Delaware ("Centerpulse USA"), SULZER CARBOMEDICS INC., a corporation organized under the laws of Delaware ("CMI") and SNIA, S.P.A., a corporation duly organized and existing under the laws of the Republic of Italy ("SNIA").

Centerpulse Ltd – STOCK PURCHASE AGREEMENT among CENTERPULSE USA HOLDING CO., CENTERPULSE LTD. and MICROVENA CORPORATION for Purchase of all of the Outstanding Shares of Capital Stock of Sulzer IntraTherapeutics, Inc. Dated as of August 30, 2002 (April 25th, 2003)

STOCK PURCHASE AGREEMENT, dated as of August 30, 2002, between CENTERPULSE USA HOLDING CO., a Delaware corporation ("Seller"), MICROVENA CORPORATION, a Minnesota corporation ("Purchaser") and, with respect to Section 11.16 only, CENTERPULSE LTD., a corporation organized under the laws of Switzerland ("Centerpulse").

Centerpulse Ltd – AMENDMENT NO. 4 TO ASSET PURCHASE AGREEMENT (April 25th, 2003)

AMENDMENT NO. 4 TO ASSET PURCHASE AGREEMENT (the "Fourth Amendment"), dated as of November 26, 2001, among CORE-VENT CORPORATION, d/b/a Paragon Implant Company, a Nevada corporation ("Paragon"), CORE-VENT BIOENGINEERING, INC., a California corporation ("C-V BioEngineering"), CORE-VENT PARAGON BIO, a California corporation ("C-V Paragon"), PARAGON ADMINISTRATION, INC., a California corporation ("Paragon Administration"), CORE-VENT GmbH, a corporation organized under the laws of the Federal Republic of Germany ("C-V GmbH"), CORE-VENT ISRAEL (1997), a PARAGON Company Ltd., a corporation organized under the laws of Israel ("C-V Israel"; and together with Paragon, C-V BioEngineering, C-V Paragon, Paragon Administration, C-V GmbH and C-V Israel, the "Seller"), the shareholders of Paragon identified on the signature page hereof (the "Paragon Shareholders"), the shareholders of C-V BioEngineering identified on the signature page hereof (the "C-V BioEngineering Shareholders"), the Niznick Famil

Centerpulse Ltd – CENTERPULSE LTD. AMENDED AND RESTATED CENTERPULSE 2001 LONG-TERM STOCK OPTION PLAN ARTICLE 1 Purpose (April 25th, 2003)

to provide selected executives, members of the Board and key employees with an opportunity to participate in ownership of the Company;

Centerpulse Ltd – CENTERPULSE USA HOLDING CO. 12 East Greenway Plaza Suite 1000 Houston, Texas 77046 January 21, 2003 (April 25th, 2003)

This document constitutes Amendment No. 2 (this "Amendment No. 2") to the Stock Purchase Agreement, dated as of November 26, 2002, among Centerpulse Ltd., Centerpulse USA Holding Co. and SNIA S.p.A., as amended by Amendment No. 1 thereto (the "Purchase Agreement"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.

Centerpulse Ltd – CENTERPULSE LTD. AMENDED AND RESTATED 1997 MANAGEMENT STOCK OPTION PLAN (April 25th, 2003)

Under the corporate name of Centerpulse Ltd. there exists a Corporation pursuant to Art. 620 et seq. of the Swiss Code of Obligations with unlimited duration and domicile in Zurich, Switzerland.

Centerpulse Ltd – SETTLEMENT AGREEMENT (April 25th, 2003)

L'ASSOCIATION D'AIDE AUX VICTIMES DES PROTHÈSES DE LA HANCHE / THE HIP IMPLANTS VICTIMS' AID ASSOCIATION and CORA COHEN, in their capacity as Petitioners and designated person ("Petitioners") and Centerpulse Orthopedics Inc. (formerly known as Sulzer Orthopedics Inc. and Centerpulse Ltd (formerly known as Sulzer Medica Ltd) as Respondents (collectively, the "Parties") hereby enter into this Settlement Agreement (the "Agreement") providing for the settlement of all of the Claims described below, pursuant to the terms and conditions set forth below, subject to the approval of the Court of the province of Quebec.

Centerpulse Ltd – FACILITY AGREEMENT dated October 29, 2002 for CENTERPULSE ORTHOPEDICS INC. arranged by UBS WARBURG LTD. as Arranger with UBS AG, STAMFORD BRANCH acting as Facility Agent and UBS AG, STAMFORD BRANCH acting as Security Agent (April 25th, 2003)
Centerpulse Ltd – STOCK PURCHASE AGREEMENT Among CENTERPULSE USA HOLDING CO. CENTERPULSE LTD. and SNIA, S.p.A. Dated as of November 26, 2002 (April 25th, 2003)

STOCK PURCHASE AGREEMENT, dated as of November 26, 2002, among CENTERPULSE USA HOLDING CO., a corporation organized under the laws of Delaware ("Seller"), CENTERPULSE LTD., a corporation organized under the laws of Switzerland ("Centerpulse"), and SNIA, S.P.A., a corporation organized under the laws of the Republic of Italy ("Purchaser" or "SNIA").

Centerpulse Ltd – CENTERPULSE LTD. AMENDED AND RESTATED CENTERPULSE 2001 STOCK OPTION PLAN ARTICLE 1 Purpose (April 25th, 2003)

to provide selected executives, members of the Board and key employees with an opportunity to participate in ownership of the Company;

Centerpulse Ltd – SHARE AND ASSET PURCHASE AGREEMENT (April 25th, 2003)

SHARE AND ASSET PURCHASE AGREEMENT, dated as of October 3, 2002, among CENTERPULSE (U.K.) HOLDING LIMITED, a company organized under the laws of Scotland ("Seller"), CENTERPULSE USA HOLDING CO., a Delaware corporation ("CUH"), CENTERPULSE GERMANY HOLDING GmbH, a company organized under the laws of Germany ("CGHG") CENTERPULSE AG, a company organized under the laws of Switzerland, and TERUMO CORPORATION, a corporation organized under the laws of Japan ("Purchaser").

Centerpulse Ltd – CENTERPULSE USA INC. BUSINESS CONDUCT GUIDELINES UNITED STATES AND CANADA (April 25th, 2003)
Centerpulse Ltd – AGREEMENT (April 25th, 2003)

(in the process of re-registering as a UK registered public company changing its name to Smith & Nephew Group plc) (the "Offeror")

Centerpulse Ltd – AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (April 25th, 2003)

AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (the "Second Amendment"), dated as of May 23, 2001, among CORE-VENT CORPORATION, d/b/a Paragon Implant Company, a Nevada corporation ("Paragon"), CORE-VENT BIOENGINEERING, INC., a California corporation ("C-V BioEngineering"), CORE-VENT PARAGON BIO, a California corporation ("C-V Paragon"), PARAGON ADMINISTRATION, INC., a California corporation ("Paragon Administration"), CORE-VENT GmbH, a corporation organized under the laws of the Federal Republic of Germany ("C-V GmbH"), CORE-VENT ISRAEL (1997), a PARAGON Company Ltd., a corporation organized under the laws of Israel ("C-V Israel"; and together with Paragon, C-V BioEngineering, C-V Paragon, Paragon Administration, C-V GmbH and C-V Israel, the "Seller"), the shareholders of Paragon identified on the signature page hereof (the "Paragon Shareholders"), the shareholders of C-V BioEngineering identified on the signature page hereof (the "C-V BioEngineering Shareholders"), the Niznick Family Fou

Centerpulse Ltd – AMENDMENT NO. 3 TO ASSET PURCHASE AGREEMENT (April 25th, 2003)

AMENDMENT NO. 3 TO ASSET PURCHASE AGREEMENT (the "Third Amendment"), dated as of June 29, 2001, among CORE-VENT CORPORATION, d/b/a Paragon Implant Company, a Nevada corporation ("Paragon"), CORE-VENT BIOENGINEERING, INC., a California corporation ("C-V BioEngineering"), CORE-VENT PARAGON BIO, a California corporation ("C-V Paragon"), PARAGON ADMINISTRATION, INC., a California corporation ("Paragon Administration"), CORE-VENT GmbH, a corporation organized under the laws of the Federal Republic of Germany ("C-V GmbH"), CORE-VENT ISRAEL (1997), a PARAGON Company Ltd., a corporation organized under the laws of Israel ("C-V Israel"; and together with Paragon, C-V BioEngineering, C-V Paragon, Paragon Administration, C-V GmbH and C-V Israel, the "Seller"), the shareholders of Paragon identified on the signature page hereof (the "Paragon Shareholders"), the shareholders of C-V BioEngineering identified on the signature page hereof (the "C-V BioEngineering Shareholders"), the Niznick Family Fou

Centerpulse Ltd – Separation Agreement (April 25th, 2003)

On 4 July 1997 SUAG and MEAG executed a master agreement (the "Master Agreement"), attached to the Separation Agreement as Appendix A, which covers the main issues concerning the relationship between SUAG and MEAG in connection with the reorganization of MEAG undertaken at that time.

Centerpulse Ltd – CODE OF BUSINESS CONDUCT AND ETHICS (April 25th, 2003)

This Code of Business Conduct and Ethics (the "Code") is adopted for the purpose of promoting honest and ethical conduct; ensuring compliance with applicable governmental laws, rules and regulations; avoiding conflicts of interest; providing an avenue for disclosure of any violations of the Code; and providing accountability for adherence to the Code.

Centerpulse Ltd – Centerpulse LTD Centerpulse 2003 Stock Option Plan (March 20th, 2003)
Centerpulse Ltd – Centerpulse Ltd Centerpulse 2003 Long-Term Stock Option Plan ARTICLE 1 Purpose (March 20th, 2003)

to provide selected executives, members of the Board and key employees with an opportunity to participate in ownership of the Company;

Centerpulse Ltd – Centerpulse 2003 Employee Stock Purchase Plan United States and Canada (March 20th, 2003)

The Centerpulse 2003 Employee Stock Purchase Plan ("Plan") is a stock purchase plan which provides employees of any subsidiary ("Subsidiary") of Centerpulse Ltd. ("Company") in the United States and Canada with an opportunity to purchase an equity interest in the Company through purchase of American Depositary Shares ("Shares") so as to develop a stronger incentive to work for the continued success of the Company or its Subsidiary.

Sulzer Medica Ltd – INDEMNIFICATION AND RELEASE AGREEMENT (May 17th, 2002)

EXHIBIT 4.9 INDEMNIFICATION AND RELEASE AGREEMENT WHEREAS, Sulzer Medica AG ("Medica") and Sulzer AG ("Sulzer") and certain of their direct or indirect subsidiaries are currently defendants in the MDL proceedings before the United States District Court for the Northern District of Ohio, Judge Kathleen O'Malley (the "Court") (MDL Docket No. 1401; Case no. 1:O1-CV-9000), and in certain State Court proceedings related to what is commonly referred to as the Sulzer Hip Prosthesis and Knee Prosthesis Liability Litigation (the "Class Action") (together referred to as the "Insured Parties" or individually as an "insured Party"); WHEREAS, Winterthur Swiss Insurance Company and its legal successor, XL Winterthur International Insurance Switzerland (formerly known as Winterthur International Insurance Switzerland), or their respective subsidiaries (collectively "Winterthur") issued certain insurance p

Sulzer Medica Ltd – ATTACHMENT A 1 1311025 1313481 1315723 1311615 1313482 1315724 1311615-A 1313483 1315725 1311616 1313484 1315726 1311839 1313485 1315727 1311840 1313486 1315728 1311841 1313487 1315729 1311842 1313488 1315730 1311843 1313489 1315731 1311844 1313490 1315732 1311845 1313491 1315832 1311846 1313492 1315833 1311847 1313493 1315834 1311848 1314438 1315834-A 1311849 1314439 1315835 1311850 1314440 1315835-A 1311851 1314441 1315836 1311852 1314442 1315836-A 1311853 1314443 1315837 1312377 1314444 1315837-A 1312378 1314445 1316605 1312379 1314446 1316606 1312380 1314447 1316607 1312381 1314448 1316608 (May 17th, 2002)

EXHIBIT 4.10 SETTLEMENT AND RELEASE AGREEMENT ARTICLE I. PARTIES This Settlement and Release Agreement ("Settlement Agreement") dated as of May 2, 2002 (the "Effective Date") is entered into by and among the following parties: A. The United States of America, acting through the Civil Division of the United States Department of Justice and on behalf of the Department of Health and Human Services ("HHS") (collectively the "United States"); and B. Sulzer Orthopedics Inc., a Delaware corporation ("SOUS"). ARTICLE II. KEY DEFINITIONS A. "Affected Product" shall mean (i) Inter-Op(TM) Acetabular shells ("Inter-Op Shells") identified in SOUS's Safety Alert dated December 5, 2000 as identified by lot numbers on Attachment A attached hereto, and (ii) Reprocessed Inter-Op(TM) Shells ("Reprocessed Inter-Op Shells") identified by lot numbers on Attachment A attached hereto. B. "Affected Product Recipient" shall mean a person in whose body one or more Affected Product(s) have been implanted in an op

Sulzer Medica Ltd – PAGE Article 1. DEFINITIONS.................................................... ................................2 Section 1.1 DEFINITIONS...................... ....................................................2 Article 2. SULZER SETTLEMENT TRUST AND FUNDS.............................................................12 Section 2.1 ESTABLISHMENT OF SULZER SETTLEMENT TRUST............................................12 Section 2.2 ESTABLISHMENT OF PATIENT BENEFIT FUNDS..............................................13 Section 2.3 SULZER SETTLEMENT TRUST BROKERAGE ACCOUNT............................. (May 17th, 2002)

EXHIBIT 4.8 CLASS ACTION SETTLEMENT AGREEMENT Among SULZER ORTHOPEDICS INC., SULZER MEDICA AG, SULZER AG, and CLASS COUNSEL ON BEHALF OF CLASS REPRESENTATIVES IN RE SULZER HIP PROSTHESIS AND KNEE PROSTHESIS LIABILITY LITIGATION MDL DOCKET NO. 01-CV-9000 (MDL NO. 1401) dated as of March 13, 2002 TABLE OF CONTENTS

Sulzer Medica Ltd – MEMORANDUM OF UNDERSTANDING (May 17th, 2002)

EXHIBIT 4.12 MEMORANDUM OF UNDERSTANDING 1. Those private settling health plans, identified below, ("Settling Health Plans") have made objections to the original class action settlement agreement and/or claims against Sulzer entities, identified below, ("Sulzer") for payment of the medical expenses of Sulzer hip and knee revision surgeries ("Covered Revision Surgeries"). Covered Revision Surgeries, as used herein, has the same meaning as given in the Class Action Settlement in the United States District Court for the Northern District of Ohio, Eastern Division (the "Court"), and styled In re: Sulzer Hip Prosthesis and Knee Prosthesis Liability Litigation (MDL No. 1401) ("Class Action Settlement"). Any capitalized terms not defined herein shall have the same meaning as given in the Class Action Settlement. 2. Sulzer has committed $60 Million Dollars to resolution of these subrogation claim

Sulzer Medica Ltd – Re: Revised Agreement - Medicare Settlement Payment Obligations (May 17th, 2002)

EXHIBIT 4.11 [KILPATRICK STOCKTON LLP LETTERHEAD] April 24, 2002 VIA ELECTRONIC TRANSMISSION David De Busschere Sedgwick Detert Moran & Arnold One Embarcadero Center 16th Floor San Francisco 94111 Re: Revised Agreement - Medicare Settlement Payment Obligations Dear David: As you know, we have reached a revised Medicare Settlement Agreement (the "MSA") with the United States Department of Justice on behalf of the Department of Health and Human Services ("HHS") (collectively the "United States") concerning the United States' claims for reimbursement of medical items and services furnished to Medicare beneficiaries in connection with the voluntary recall of certain lots Sulzer Orthopedics Inc.'s ("SOUS") Inter-Op(TM) Acetabular Shell and Reprocessed Inter-Op Shells (collectively "Inter-Op Shells"). It is our view that the MSA provides substantial benefits to SOUS a

Sulzer Medica Ltd – SULZER MEDICA 2001 LONG-TERM STOCK OPTION PLAN (January 4th, 2002)

EXHIBIT 4.3 SULZER MEDICA LTD SULZER MEDICA 2001 LONG-TERM STOCK OPTION PLAN ARTICLE 1 PURPOSE The purpose of the 2001 Sulzer Medica Long-Term Stock Option Plan ("the Plan") is a) to align the interests of the executives and key employees with those of the shareholders of the Company; b) to provide selected executives, members of the Board and key employees with an opportunity to participate in ownership of the Company; c) to reward contributions to the long-term performance of the Company as reflected in the share price; d) enable the Company and its Subsidiaries to attract, retain and motivate highly qualified employees. The terms of the Plan applicable in each country may vary where necessary or appropriate because of local laws or practice. Any such variation s

Sulzer Medica Ltd – SULZER MEDICA 2001 STOCK OPTION PLAN (January 4th, 2002)

EXHIBIT 4.3 SULZER MEDICA LTD SULZER MEDICA 2001 STOCK OPTION PLAN ARTICLE 1 PURPOSE The purpose of the 2001 Sulzer Medica Stock Option Plan ("the Plan") is a) to align the interests of the executives and key employees with those of the shareholders of the Company; b) to provide selected executives, members of the Board and key employees with an opportunity to participate in ownership of the Company; c) to reward contributions to the long-term performance of the Company as reflected in the share price; d) enable the Company and its Subsidiaries to attract, retain and motivate highly qualified employees. The terms of the Plan applicable in each country may vary where necessary or appropriate because of local laws or practice. Any such variation shall be docu