Lifecell Corp Sample Contracts

OF LIFECELL
Purchase Agreement • August 14th, 2003 • Lifecell Corp • Services-commercial physical & biological research • New Jersey
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TBCC LOAN AND SECURITY AGREEMENT ---------------------------------------------- ---------------------------------- -2-
Loan and Security Agreement • March 29th, 2000 • Lifecell Corp • Services-commercial physical & biological research • Illinois
UNDERWRITING AGREEMENT
Underwriting Agreement • November 24th, 1997 • Lifecell Corp • Services-commercial physical & biological research • Illinois
AND
Loan and Security Agreement • February 14th, 2003 • Lifecell Corp • Services-commercial physical & biological research • Delaware
AGREEMENT
Agreement • October 3rd, 1997 • Lifecell Corp • Services-commercial physical & biological research • Texas
Second Amended and Restated Voting Agreement --------------------------------------------
Voting Agreement • May 12th, 2000 • Lifecell Corp • Services-commercial physical & biological research • New York
AMENDMENT AGREEMENT (SECOND)
Agreement • March 22nd, 2002 • Lifecell Corp • Services-commercial physical & biological research • New Jersey
EXHIBIT 10.1 FORM OF PURCHASE AGREEMENT
Form of Purchase Agreement • October 12th, 2000 • Lifecell Corp • Services-commercial physical & biological research • New York
W I T N E S S E T H: -----------------------------
2 Agreement • November 13th, 1998 • Lifecell Corp • Services-commercial physical & biological research • Texas
AGREEMENT
Agreement • October 3rd, 1997 • Lifecell Corp • Services-commercial physical & biological research • Texas
Exhibit 10.33 REVOLVING PROMISSORY NOTE -------------------------
Lifecell Corp • February 14th, 2003 • Services-commercial physical & biological research
EMPLOYMENT AGREEMENT
Employment Agreement • May 20th, 2008 • Lifecell Corp • Surgical & medical instruments & apparatus • New Jersey

This Employment Agreement (“Agreement”), dated May 19, 2008 is entered into by and between LIFECELL CORPORATION, a Delaware corporation, having its principal place of business at One Millenium Way, Branchburg, New Jersey 08876 (“Employer”), and BRUCE LAMB (“Employee”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).

LifeCell Corporation Confidentiality, Assignment of Contributions and Inventions, Non-Competition, and Non-Solicitation Agreement
Lifecell Corp • May 20th, 2008 • Surgical & medical instruments & apparatus

Background. I, Bruce Lamb, am executing this Confidentiality, Assignment of Contributions and Inventions, Non-Competition, and Non-Solicitation Agreement (this “Covenants Agreement”) with LifeCell Corporation (the “Company”) as a material inducement for Purchaser to enter into the Merger Agreement with the Company and as consideration for the substantial Sale Consideration which I will receive as a result of the transactions contemplated by the Merger Agreement. I acknowledge that (a) I have extensive knowledge of Confidential Information (as defined below), (b) I have developed relationships with the Company’s customers, distributors and suppliers through my employment with, and at the expense of, the Company, (c) I possess valuable skills and knowledge which have contributed to the successful operation of the Company prior to the closing of the Offer and which are expected to contribute to the successful operation of the Company after the closing of the Offer, (d) the Company wishes

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ARTICLE 2. REGISTRATION RIGHTS
Registration Rights Agreement • March 31st, 1997 • Lifecell Corp • Services-commercial physical & biological research • New York
and-
Lease Agreement • November 15th, 1999 • Lifecell Corp • Services-commercial physical & biological research • New Jersey
Employment Agreement
Employment Agreement • September 27th, 2005 • Lifecell Corp • Services-commercial physical & biological research • New Jersey

This Employment Agreement (“Agreement”) dated September 21, 2005, is entered into between LIFECELL CORPORATION, a Delaware corporation, having its principal place of business at One Millenium Way, Branchburg, New Jersey 08876 (“Employer”), and LISA N. COLLERAN, an individual residing at 68 Morgan Lane, Basking Ridge, New Jersey 07920 (“Employee”).

AGREEMENT AND PLAN OF MERGER by and among KINETIC CONCEPTS, INC. LEOPARD ACQUISITION SUB, INC. and LIFECELL CORPORATION Dated April 7, 2008
Agreement and Plan of Merger • April 7th, 2008 • Lifecell Corp • Surgical & medical instruments & apparatus • Delaware

AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated April 7, 2008, by and among KINETIC CONCEPTS, INC., a Texas corporation (“Parent”), LEOPARD ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Purchaser”), and LIFECELL CORPORATION, a Delaware corporation (the “Company”).

RE: Confidentiality Agreement
Lifecell Corp • April 21st, 2008 • Surgical & medical instruments & apparatus • New York

Kinetic Concepts, Inc. (“Buyer”) has expressed an interest in exploring a transaction (a “Transaction”) involving the possible acquisition (by merger, consolidation or otherwise) of all of the outstanding shares of capital stock of LifeCell Corporation, a Delaware corporation (together with its subsidiaries and affiliates, the “Company”), and has requested certain information relating to the Company. As a condition to any information being furnished to Buyer and its Representatives (as defined below), Buyer and the Company agree to be bound by the terms and conditions set forth in this letter agreement (“this Agreement”). Buyer further agrees to inform each of its Representatives to whom any information subject to this Agreement is disclosed of the terms and conditions of this Agreement, and to cause each such Representative to fully observe and be bound by this Agreement (other than Section 11 hereof, except as provided therein) to the same extent as if such Representative were Buyer.

Exhibit 10.34 EQUIPMENT TERM NOTE -------------------
Equipment Term • February 14th, 2003 • Lifecell Corp • Services-commercial physical & biological research
Exhibit 10.1 LIFECELL CORPORATION PAUL M. FRISON AGREEMENT ---------
Frison Agreement • November 13th, 1998 • Lifecell Corp • Services-commercial physical & biological research • Texas
THIRD AMENDMENT TO LEASE BY AND BETWEEN: MAURICE M. WEILL, TRUSTEE FOR BRANCHBURG PROPERTY -and- LIFECELL CORPORATION, a Delaware corporation DATED: November 6, 2007 LAW OFFICES EPSTEIN, BROWN & GIOIA, LLC Chatham Township, NJ 07928-0901 Fax (973)...
Lease • February 27th, 2008 • Lifecell Corp • Surgical & medical instruments & apparatus

THIRD AMENDMENT TO LEASE dated this 6th day of November, 2007, by and between MAURICE M. WEILL, TRUSTEE FOR BRANCHBURG PROPERTY, having an office at 374 Millburn Avenue, 4th Floor, Millburn, New Jersey 07041, hereinafter called the "Landlord"; and LIFECELL CORPORATION, a Delaware corporation, having an address at One Millennium Way, Branchburg, New Jersey 08876, hereinafter called the "Tenant".

LIFECELL CORPORATION One Millenium Way Branchburg, New Jersey 08876 August 17, 2006
Lifecell Corp • August 18th, 2006 • Surgical & medical instruments & apparatus

This letter sets forth certain protections with respect to your employment with LifeCell Corporation (“LifeCell” or the “Company”) being afforded to you in connection with your employment. We believe that it is imperative that the Company be able to rely upon you to continue in your position in the event the Company receives any proposal from a third party concerning a possible business combination with, or acquisition of equity securities of, the Company, and for the Company to be able to receive and rely upon your advice as to the best interests of the Company and its shareholders without concern that you might be distracted by the personal uncertainties and risks created by such a proposal. Accordingly, we wish to provide you with certain benefits following your loss of employment after or by reason of a Change in Control.

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