Ocular Sciences Inc /De/ Sample Contracts

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EXHIBIT 1.1 7,200,000 Shares OCULAR SCIENCES, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENT
Underwriting 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 AGREEMENT
Service Agreement • May 19th, 1997 • O S I Corp • England
EXHIBIT 10.3 MASTER AGREEMENT
Master Agreement • May 15th, 2002 • Ocular Sciences Inc /De/ • Ophthalmic goods
4,030,000 Shares OCULAR SCIENCES, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENT
Underwriting Agreement • February 20th, 1998 • Ocular Sciences Inc /De/ • Ophthalmic goods • New York
THIRD AMENDMENT TO LEASE
Lease • April 1st, 2002 • Ocular Sciences Inc /De/ • Ophthalmic goods
AND
Ocular Sciences Inc /De/ • March 30th, 2000 • Ophthalmic goods
2- 3 Ocular Sciences, Inc. Indemnity Agreement
Indemnity Agreement • May 19th, 1997 • O S I Corp • Delaware
R E C I T A L S
Registration Rights Agreement • May 19th, 1997 • O S I Corp
RECITALS
Voting Trust Agreement • July 31st, 1997 • Ocular Sciences Inc /De/ • Ophthalmic goods • California
EXHIBIT 10.1 CREDIT AGREEMENT
Credit Agreement • May 15th, 2002 • Ocular Sciences Inc /De/ • Ophthalmic goods • California
RECITALS
Voting Agreement • July 29th, 2004 • Ocular Sciences Inc /De/ • Ophthalmic goods • Delaware
AS LENDER
Credit Agreement • July 31st, 1997 • Ocular Sciences Inc /De/ • Ophthalmic goods • 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
RECITALS
Credit Agreement • August 13th, 1999 • Ocular Sciences Inc /De/ • Ophthalmic goods • California
RECITALS
Credit Agreement • November 15th, 1999 • Ocular Sciences Inc /De/ • Ophthalmic goods • California
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RECITALS
Credit Agreement • November 9th, 2004 • Ocular Sciences Inc /De/ • Ophthalmic goods
WITNESSETH ----------
O S I Corp • May 19th, 1997 • Puerto Rico
RECITALS
Company Loan Agreement • May 14th, 2001 • Ocular Sciences Inc /De/ • Ophthalmic goods • California
RECITALS
Second Lease Amendment • April 1st, 2002 • Ocular Sciences Inc /De/ • Ophthalmic goods
LEASE
Lease • May 19th, 1997 • O S I Corp
15,000,000 Yen Denominated CREDIT AGREEMENT Dated as of December 29, 2003 Between OCULAR SCIENCES K.K. and
Credit 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 RELEASE
Settlement Agreement and Release • June 4th, 1997 • Ocular Sciences Inc /De/ • Ophthalmic goods
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement 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 MERGER
Form of Agreement and Plan of Merger • May 19th, 1997 • O S I Corp • Delaware
FIRST AMENDMENT TO CREDIT AGREEMENT
Credit 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 CONTRACT
Ocular Sciences Inc /De/ • March 30th, 1999 • Ophthalmic goods • Puerto Rico
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