1 EXHIBIT 10.13 AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 7, 1997 by and between OCULAR SCIENCES, INC., a Delaware corporation, AS A BORROWER, OCULAR SCIENCES PUERTO RICO, INC., a Delaware corporation, AS A BORROWER,Pledge Agreement • February 20th, 1998 • Ocular Sciences Inc /De/ • Ophthalmic goods • California
EXHIBIT 1.1 7,200,000 Shares OCULAR SCIENCES, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • July 31st, 1997 • Ocular Sciences Inc /De/ • Ophthalmic goods • New York
Bristows Cocke & Carpunzel 10 Lincoln's Inn Fields London WC2A 3BP 2 SERVICE AGREEMENTService Agreement • May 19th, 1997 • O S I Corp • England
EXHIBIT 10.3 MASTER AGREEMENTMaster Agreement • May 15th, 2002 • Ocular Sciences Inc /De/ • Ophthalmic goods
REGISTRATION RIGHTS AGREEMENT among O.S.I. CORPORATION, GALEN PARTNERS, L.P., GALEN PARTNERS INTERNATIONAL, L.P. ALLERGAN, INC. JOHN FRUTH ANTHONY GALLEY ANITA HALL GEOFFREY GALLEY RONALD HANSMAN ALBERT MORLAND BARRIE BEVIS IVOR ATKINSONRegistration Rights Agreement • May 19th, 1997 • O S I Corp • New York
4,030,000 Shares OCULAR SCIENCES, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • February 20th, 1998 • Ocular Sciences Inc /De/ • Ophthalmic goods • New York
THIRD AMENDMENT TO LEASELease • April 1st, 2002 • Ocular Sciences Inc /De/ • Ophthalmic goods
2- 3 Ocular Sciences, Inc. Indemnity AgreementIndemnity Agreement • May 19th, 1997 • O S I Corp • Delaware
R E C I T A L SRegistration Rights Agreement • May 19th, 1997 • O S I Corp
ANDOcular Sciences Inc /De/ • March 30th, 2000 • Ophthalmic goods
RECITALSVoting Trust Agreement • July 31st, 1997 • Ocular Sciences Inc /De/ • Ophthalmic goods • California
EXHIBIT 10.1 CREDIT AGREEMENTCredit Agreement • May 15th, 2002 • Ocular Sciences Inc /De/ • Ophthalmic goods • California
PAGE ---- 1. FUNDAMENTAL LEASE PROVISIONS..................................1 2. PREMISES......................................................2 3. TERM..........................................................2 4. BASE...Ocular Sciences Inc /De/ • April 1st, 2002 • Ophthalmic goods • California
RECITALSVoting Agreement • July 29th, 2004 • Ocular Sciences Inc /De/ • Ophthalmic goods • Delaware
AS LENDERCredit Agreement • July 31st, 1997 • Ocular Sciences Inc /De/ • Ophthalmic goods • California
1 EXHIBIT 10.10 PATENT LICENSE AGREEMENT This Agreement is entered into as of February 27th, 1997 by and between Ocular Sciences Ltd., an English corporation formerly known as Precision Lens Laboratories Ltd. ("OSL"), and Geoffrey Galley, Anthony...Patent License Agreement • May 19th, 1997 • O S I Corp • California
EXHIBIT 10.2 ASSET PURCHASE AGREEMENT BY AND BETWEEN OCULAR SCIENCES, INC.Asset Purchase Agreement • May 15th, 2002 • Ocular Sciences Inc /De/ • Ophthalmic goods
RECITALSCredit Agreement • August 13th, 1999 • Ocular Sciences Inc /De/ • Ophthalmic goods • California
EXHIBIT 10.2 CONSENT AND AGREEMENT This CONSENT AND AGREEMENT (this "Agreement"), dated as of July 27, 2004, is entered into by and among OCULAR SCIENCES K.K., a Japanese corporation (the "Borrower"), Ocular Sciences, Inc., a Delaware corporation...Consent and Agreement • November 9th, 2004 • Ocular Sciences Inc /De/ • Ophthalmic goods • California
STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of March 19, 2000 (the "Agreement"), by and between Wesley Jessen VisionCare, Inc., a Delaware corporation ("Issuer"), and Ocular Sciences, Inc., a Delaware corporation ("Grantee"). WHEREAS,...Stock Option Agreement • March 29th, 2000 • Ocular Sciences Inc /De/ • Ophthalmic goods • Delaware
EXHIBIT 10.14 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is entered into as of October 15, 1997 (the "Effective Date") between Ocular Sciences, Inc., a Delaware corporation with its principal offices located at 475 Eccles Avenue,...Employment Agreement • February 20th, 1998 • Ocular Sciences Inc /De/ • Ophthalmic goods • California
RECITALSCredit Agreement • November 15th, 1999 • Ocular Sciences Inc /De/ • Ophthalmic goods • California
RECITALSCredit Agreement • November 9th, 2004 • Ocular Sciences Inc /De/ • Ophthalmic goods
EXHIBIT 10.03 COMPROMISE AGREEMENT DATE: 2nd June 2000 PARTIES: (1) John Lilley of Heath House, Lynn Road, Hillington, Kings Lynn, Norfolk ("the Executive"); and (2) Ocular Sciences UK Limited of Went Close, Chandlers Fore, Eastleigh, Hants S053 4ND...Compromise Agreement • August 14th, 2000 • Ocular Sciences Inc /De/ • Ophthalmic goods
RECITALSCompany Loan Agreement • May 14th, 2001 • Ocular Sciences Inc /De/ • Ophthalmic goods • California
RECITALSSecond Lease Amendment • April 1st, 2002 • Ocular Sciences Inc /De/ • Ophthalmic goods
LEASELease • May 19th, 1997 • O S I Corp
Exhibit 10.27 LEASE ADDENDUM This Lease Addendum refers to that Office Building Lease dated December 12th, 2000, by and between Sierra Pacific Properties, Inc., (hereinafter called "Landlord") and Ocular Sciences, Inc., a Delaware corporation,...Lease Addendum • April 1st, 2002 • Ocular Sciences Inc /De/ • Ophthalmic goods
15,000,000 Yen Denominated CREDIT AGREEMENT Dated as of December 29, 2003 Between OCULAR SCIENCES K.K. andCredit Agreement • March 15th, 2004 • Ocular Sciences Inc /De/ • Ophthalmic goods • California
OCULAR SCIENCES K.K., a Japanese corporation, and WELLS FARGO HSBC TRADE BANK N.A. agree as follows (with certain terms used herein being defined in Article 9):
AMENDMENT TO SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • June 4th, 1997 • Ocular Sciences Inc /De/ • Ophthalmic goods
WITNESSETH ----------O S I Corp • May 19th, 1997 • Puerto Rico
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 18th, 2004 • Ocular Sciences Inc /De/ • Ophthalmic goods • New York
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of October 18, 2004 (this “Amendment”), by and among THE COOPER COMPANIES, INC., a Delaware corporation (“Parent”), TCC ACQUISITION CORP., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and OCULAR SCIENCES, INC., a Delaware corporation (the “Company”). Capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the Merger Agreement (as defined below).
FORM OF AGREEMENT AND PLAN OF MERGERForm of Agreement and Plan of Merger • May 19th, 1997 • O S I Corp • Delaware
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 15th, 2004 • Ocular Sciences Inc /De/ • Ophthalmic goods
This First Amendment to Credit Agreement is entered into as of March 30, 2003 (the “Amendment”), by and among OCULAR SCIENCES, INC. (“Borrower”), and COMERICA BANK-CALIFORNIA, a California banking corporation, as the Agent for the Lenders (“Bank”).
XT/C" PUERTO RICO INDUSTRIAL DEVELOPMENT COMPANY PO BOX 362350 SAN JUAN, PUERTO RICO 00936-2350 CONSTRUCTION AND LEASE CONTRACTOcular Sciences Inc /De/ • March 30th, 1999 • Ophthalmic goods • Puerto Rico
