1 EMPLOYMENT AGREEMENTEmployment Agreement • November 19th, 1999 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies • Nevada
1 AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 31, 1999Agreement and Plan of Merger • August 4th, 1999 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
CREDIT AGREEMENTCredit Agreement • February 9th, 2000 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
1 Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into at Las Vegas, Nevada, on the date hereinafter set forth, by and between ILAN K. REICH (hereinafter referred to as the "Employee"), and INAMED...Employment Agreement • November 19th, 1999 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies • Nevada
AMENDMENT NO. 1 TO RIGHTS AGREEMENT This amendment, dated as of June 13, 1997, amends the Rights Agreement dated as of June 2, 1997 (the "Rights Agreement") between Inamed Corporation (the "Company") and U.S. Stock Transfer Corporation, as Rights...Rights Agreement • June 18th, 1997 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies
andRights Agreement • November 19th, 1999 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
LOAN AGREEMENTPledge and Security Agreement • September 15th, 1999 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
andRights Agreement • June 10th, 1997 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies • Nevada
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT OF MERGER (the "Agreement"), dated as of December 22, 1998, is entered into by and between INAMED Corporation, a Florida corporation ("INAMED Florida") and INAMED Corporation (Delaware), a...Agreement and Plan of Merger • December 30th, 1998 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
Exhibit 99.1 AMENDMENT NO. 4 TO RIGHTS AGREEMENT This fourth amendment, dated as of April 2, 1999, amends the Rights Agreement dated as of June 2, 1997, as amended by Amendment No. 1 dated as of June 13, 1997, Amendment No. 2 dated as of July 2, 1997...Rights Agreement • April 9th, 1999 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies
INAMED CORPORATION ANDIndenture • July 14th, 1997 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies
INAMED CORPORATION IssuerInamed Corp • October 15th, 1998 • Orthopedic, prosthetic & surgical appliances & supplies • New York
GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • February 9th, 2000 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
EXHIBIT 10.7Employment Agreement • November 14th, 2001 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies • California
CREDIT AGREEMENT Dated as of July 25, 2003 amongCredit Agreement • August 8th, 2003 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
This CREDIT AGREEMENT (as amended, modified, restated or supplemented from time to time, the “Agreement”) is entered into as of July 25, 2003 by and among INAMED CORPORATION, a Delaware corporation (together with any permitted successors and assigns, the “Borrower”), the Guarantors (as defined herein), the Lenders (as defined herein), and UNION BANK OF CALIFORNIA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender (each, as defined herein).
Exhibit T3E.1 SECURITIES EXCHANGE AGREEMENT by and between INAMED CORPORATIONSecurities Exchange Agreement • October 15th, 1998 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
Exhibit 99.1 AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT This Amendment No. 1, dated as of December 22, 1999 (this "Amendment"), amends the Amended and Restated Rights Agreement, dated as of November 16, 1999 (the "Rights Agreement"),...Rights Agreement • December 30th, 1999 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies
Exhibit T3E8 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of September __, 1998 (this "Registration Rights Agreement"), by and between INAMED CORPORATION, a Florida corporation (the "Company"), and the parties listed on...Registration Rights Agreement • October 15th, 1998 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
RECITALSAnd Security Agreement • October 15th, 1998 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
February 14, 2000Inamed Corp • February 14th, 2000 • Orthopedic, prosthetic & surgical appliances & supplies
RECITALSSubordinated Guarantee Agreement • October 15th, 1998 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
AGREEMENT AND PLAN OF MERGER dated as of December 20, 2005 by and among ALLERGAN, INC. BANNER ACQUISITION, INC. and INAMED CORPORATIONAgreement and Plan of Merger • December 21st, 2005 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies
AGREEMENT AND PLAN OF MERGER, dated as of December 20, 2005 (this “Agreement”), by and among Allergan, Inc., a Delaware corporation (“Parent”), Banner Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Inamed Corporation, a Delaware corporation (the “Company”).
RECITALSSubordinated Security Agreement • October 15th, 1998 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
EMPLOYMENT AGREEMENTEmployment Agreement • April 29th, 2005 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 21st day of January, 2003, by and between Inamed Corporation, a Delaware corporation (the “Corporation”), and Vicente Trelles (the “Executive”) (collectively, the “Parties”). The Parties, intending to be legally bound, agree as follows:
COMMON STOCKInamed Corp • November 15th, 1999 • Orthopedic, prosthetic & surgical appliances & supplies • California
AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD SUBLEASE (Long-form to be used with pre-1996 AIR leases)Inamed Corp • March 29th, 2002 • Orthopedic, prosthetic & surgical appliances & supplies
ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY REAL ESTATE BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS SUBLEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:
July 2, 1997 Mr. David A. Tepper President Appaloosa Management L.P. 51 John F. Kennedy Parkway Short Hills, New Jersey 07078 Dear Mr. Tepper: This letter agreement will confirm the understandings between Appaloosa Management L.P. and its affiliates...Inamed Corp • July 14th, 1997 • Orthopedic, prosthetic & surgical appliances & supplies
AGREEMENT AND PLAN OF MERGER dated as of March 20, 2005 by and among MEDICIS PHARMACEUTICAL CORPORATION, MASTERPIECE ACQUISITION CORP., and INAMED CORPORATIONAgreement and Plan of Merger • March 21st, 2005 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of March 20, 2005 (this “Agreement”), by and among Medicis Pharmaceutical Corporation, a Delaware corporation (“Parent”), Masterpiece Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Inamed Corporation, a Delaware corporation (the “Company”).
LEASE AGREEMENTLease Agreement • March 29th, 2002 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies
ZONA FRANCA METROPOLITANA, S.A., a corporation organized and existing according to the laws of the Republic of Costa Rica, domiciled in Barreal de Heredia, bearer of the corporate identification number three - one, zero, one - zero, eight, zero, six, five, three - zero, four, registered in the Public Registry, Mercantile Section, volume four hundred fifty nine, page two hundred twenty one, entry one hundred ninety eight, herein represented by its universal proxy JORGE MANUEL BRENES RAMIREZ, identification number four-zero nine two-five five two, with power of attorney registered in the Mercantile Section of the Public Registry at volume one thousand and twelve, page one hundred and sixty nine, entry two hundred and sixty, (hereinafter referred to, for the purposes of this Agreement, as the OWNER).
UNITED STATES DISTRIBUTION AGREEMENTAgreement • August 19th, 2002 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS AGREEMENT is made as of the 14th day of June 1996 by and between BIOMATRIX, INC., a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at 65 Railroad Avenue, Ridgefield, New Jersey 07657, U.S.A. ("Biomatrix") and COLLAGEN CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at 2500 Faber Place, Palo Alto, California 94303, U.S.A. (the "Distributor").
LEASE between ROCKBER PARTNERS, LLC a Delaware limited liability company (“Lessor”) and MCGHAN MEDICAL CORPORATION a California corporation (“Lessee”)Lease • March 29th, 2002 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS LEASE dated November , 1999, for reference purposes only is made between the Lessor and the Lessee named below, effective on the later of the dates set forth under their respective signatures.
AMENDMENT NO. 2 TORights Agreement • March 29th, 2002 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies
This Amendement No. 2, dated as of April 1, 2002 (this “Amendment”), amends the Amended and Restated Rights Agreement, dated as of November 16, 1999 (the “Original Rights Agreement”), entered into by and between Inamed Corporation (the “Company”) and U.S. Stock Transfer Corporation, as Rights Agent (the "Rights Agent”), as amended by Amendment No. 1 to Amended and Restated Rights Agreement, dated as of December 22, 1999 (“Amendment No. 1”, together with the Original Rights Agreement, the “Rights Agreement”). Terms which are capitalized but not defined herein and which are defined in the Rights Agreement shall have the meanings ascribed to them in the Rights Agreement.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 4th, 2004 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 18th day of October, 2004, by and between Inamed Corporation, a Delaware corporation (the “Corporation”), and Nicholas L. Teti (the “Executive”) (collectively, the “Parties”). The Parties hereto, intending to be legally bound, do hereby agree to amend and restate the employment agreement entered into between Parties as of the 25th day of July, 2001 (the “Initial Agreement”), as follows:
PROCOMER [logo] PROMOTORA DEL COMERCIO EXTERIOR DE COSTA RICA OPERATING AGREEMENTOperating Agreement • March 29th, 2002 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies
The PROMOTORA DEL COMERCIO EXTERIOR DE COSTA RICA (“PROCOMER”) [Foreign Trade Promotion Office of Costa Rica], holder of Corporate Identification No. 3-007-196350, represented in this transaction by Leda Jiménez Cerdas, who is of legal age, unmarried, has a degree in International Relations, is a resident of San Antonio de Desamparados de San José and holder of Identity Card No. 3-229-068, and who has been granted an unlimited power of attorney, which is recorded in the Public Registry, Personal Section, in Volume 150, page 191, entry 488, and MCGHAN MEDICO S.A., holder of Corporate Identification No. three - one hundred and one — two hundred thirty seven six hundred and sixty five, represented in this transaction by Gregory Crane, who has no second surname because he is from the United States of America, and is of legal age, married once, a businessman, holder of U.S. Passport No. one five seven seven zero four five nine four, and whose residence is Four N. Dodge Boulevard, Tucson, Ar
April 23, 1999Inamed Corp • August 4th, 1999 • Orthopedic, prosthetic & surgical appliances & supplies • California
