Exhibit A THREE SISTERS RANCH ENTERPRISES THIRD LEASE ADDENDUM This Third Lease Addendum is entered into effective September 17, 1998 by and between Three Sisters Ranch Enterprises, a California partnership ("Landlord") and Conceptus, Inc., a...Conceptus Inc • April 1st, 1999 • Surgical & medical instruments & apparatus
UNDERWRITING AGREEMENT UNDERWRITING AGREEMENTUnderwriting Agreement • June 18th, 2002 • Conceptus Inc • Surgical & medical instruments & apparatus • New York
EXHIBIT 4.1 STOCK PURCHASE AGREEMENT Conceptus, Inc. 1021 Howard Avenue San Carlos, CA 94070 Ladies & Gentlemen: The undersigned, ___________________________ (the "Investor"), hereby confirms its agreement with you as follows: 1. This Stock Purchase...Stock Purchase Agreement • August 1st, 2000 • Conceptus Inc • Surgical & medical instruments & apparatus • California
RECITALSEmployment Agreement • October 5th, 2004 • Conceptus Inc • Surgical & medical instruments & apparatus • California
CONCEPTUS, INC.Registration Rights Agreement • June 27th, 1997 • Conceptus Inc • Surgical & medical instruments & apparatus • California
2.1. Subject to the restrictive provisions elsewhere herein, the purchase right represented by this Warrant may be exercised by the Holder, in whole or in part, by: (i) the surrender of this Warrant (with the notice of exercise form attached hereto as...Conceptus Inc • March 29th, 2001 • Surgical & medical instruments & apparatus • California
EXHIBIT 4.1 STOCK PURCHASE AGREEMENT Conceptus, Inc. 1021 Howard Avenue San Carlos, CA 94070 Ladies & Gentlemen: The undersigned,_____________________ (the "Investor"), hereby confirms its agreement with you as follows: 1. This Stock Purchase...Stock Purchase Agreement • March 15th, 2004 • Conceptus Inc • Surgical & medical instruments & apparatus • California
SUBLEASE AGREEMENT DATED: October 1, 1998 ARTICLE 1: FUNDAMENTAL SUBLEASE PROVISIONS. 1.1 PARTIES: Sublessor: CONCEPTUS INC., a Delaware corporation Sublessee: AVIO DIGITAL, INC., a California corporation 1.2 MASTER LEASE: (Article 3): Sublessor, as...Sublease Agreement • April 1st, 1999 • Conceptus Inc • Surgical & medical instruments & apparatus
CONCEPTUS, INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of December 23, 2011 5.00% Convertible Senior Notes due 2031Indenture • December 27th, 2011 • Conceptus Inc • Surgical & medical instruments & apparatus • New York
INDENTURE dated as of December 23, 2011 between Conceptus, Inc., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
CONCEPTUS, INC. LOAN AGREEMENT --------------Loan Agreement • March 30th, 1998 • Conceptus Inc • Surgical & medical instruments & apparatus • California
RECITALSExecutive Agreement • March 31st, 2003 • Conceptus Inc • Surgical & medical instruments & apparatus • California
ROYALTY AGREEMENTRoyalty Agreement • March 30th, 1998 • Conceptus Inc • Surgical & medical instruments & apparatus
CONCEPTUS, INC. EMPLOYMENT COMMENCEMENT NONSTATUTORY STOCK OPTIONConceptus Inc • June 29th, 2004 • Surgical & medical instruments & apparatus • California
EXHIBIT 10.30 SETTLEMENT AND LICENSE AGREEMENTSettlement and License Agreement • April 30th, 2004 • Conceptus Inc • Surgical & medical instruments & apparatus • California
AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENTChange of Control Agreement • March 8th, 2013 • Conceptus Inc • Surgical & medical instruments & apparatus • California
(the “Employee”) and Conceptus, Inc., a Delaware corporation (the “Company”) entered into a Change of Control Agreement, effective as of this 2013 (the “Effective Date”), pursuant to the terms and conditions set forth in this Amended and Restated Change of Control Agreement (the “Agreement”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG BAYER HEALTHCARE LLC, EVELYN ACQUISITION COMPANY, AND CONCEPTUS, INC. Dated as of April 28, 2013Agreement and Plan of Merger • April 29th, 2013 • Conceptus Inc • Surgical & medical instruments & apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 28, 2013, by and among Bayer HealthCare LLC, a Delaware limited liability company (“Parent”), Evelyn Acquisition Company, a Delaware corporation and a wholly owned Subsidiary of Parent (“Purchaser”), and Conceptus, Inc., a Delaware corporation (the “Company”). Each of Parent, Purchaser and the Company are referred to herein as a “Party” and together as the “Parties”. All capitalized terms used in this Agreement shall have the meanings assigned to them in Article IX or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
EXHIBIT 10.18 CHANGE OF CONTROL AGREEMENTChange of Control Agreement • August 14th, 1997 • Conceptus Inc • Surgical & medical instruments & apparatus • California
INDEMNITY AGREEMENTIndemnity Agreement • March 13th, 2009 • Conceptus Inc • Surgical & medical instruments & apparatus • Delaware
This Indemnity Agreement (“Agreement”) is made as of ____________ , 20[__] by and between Conceptus, Inc., a Delaware corporation (the “Company”), and __________ _______ (“Indemnitee”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 7th, 2005 • Conceptus Inc • Surgical & medical instruments & apparatus • California
Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.
ENTERPRISESThird Lease • March 31st, 2003 • Conceptus Inc • Surgical & medical instruments & apparatus
AMONG CONCEPTUS, INC.Agreement and Plan of Reorganization • December 10th, 1996 • Conceptus Inc • Surgical & medical instruments & apparatus • California
RECITALSContract Manufacturing Agreement • March 15th, 2004 • Conceptus Inc • Surgical & medical instruments & apparatus • California
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • April 23rd, 2008 • Conceptus Inc • Surgical & medical instruments & apparatus • Delaware
This Indemnity Agreement (“Agreement”) is made as of , 2008 by and between Conceptus, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENTChange of Control Agreement • August 7th, 2009 • Conceptus Inc • Surgical & medical instruments & apparatus • California
This Amended and Restated Change of Control Agreement (the “Agreement”) is made and entered into effective as of January 1, 2009, by and between Kathryn A. Tunstall (the “Employee”) and Conceptus, Inc., a Delaware corporation (the “Company”).
ANDPreferred Shares Rights Agreement • February 28th, 1997 • Conceptus Inc • Surgical & medical instruments & apparatus • Delaware
RECITALSControl Agreement • April 1st, 2002 • Conceptus Inc • Surgical & medical instruments & apparatus • California
Employment AgreementEmployment Agreement • December 9th, 2011 • Conceptus Inc • Surgical & medical instruments & apparatus • California
This Employment Agreement (the “Agreement”), dated as of December 6, 2011 (the “Effective Date”), is made by and between Conceptus, Inc., a Delaware corporation (the “Company”), and Keith Grossman (the “Executive”) (collectively referred to herein as the “Parties”).
MURPHY CROSSING LEASE BETWEEN MRTP, LLC, AS LANDLORD, AND CONCEPTUS, INC., AS TENANTOffice Lease • November 16th, 2012 • Conceptus Inc • Surgical & medical instruments & apparatus • California
THIS LEASE, made as of this 8th day of November, 2012, is by and between MRTP, LLC, a Delaware limited liability company (“Landlord”), and CONCEPTUS, INC., a Delaware corporation (“Tenant”).
CONCEPTUS, INC.Master Consulting Agreement • March 30th, 1998 • Conceptus Inc • Surgical & medical instruments & apparatus • California
CONCEPTUS, INC.Stock Appreciation Rights Agreement • March 8th, 2013 • Conceptus Inc • Surgical & medical instruments & apparatus
CONCEPTUS, INC. RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 8th, 2013 • Conceptus Inc • Surgical & medical instruments & apparatus • Delaware
Conceptus, Inc. (the “Company”), pursuant to our 2010 Equity Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the participant listed below (“Participant”), the number of Restricted Stock Units set forth below (the “Restricted Stock Units”). The Restricted Stock Units are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Restricted Stock Unit Agreement”) and in the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein or in the Restricted Stock Unit Agreement, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Unit Agreement.
CONCEPTUS, INC.Marketing and Distribution Agreement • November 7th, 1997 • Conceptus Inc • Surgical & medical instruments & apparatus • California
CONCEPTUS, INC. AMENDED AND RESTATED 2001 EQUITY INCENTIVE PLAN FORM OF STOCK APPRECIATION RIGHT AGREEMENT Grant NoticeAppreciation Right Agreement • February 6th, 2007 • Conceptus Inc • Surgical & medical instruments & apparatus
This SAR shall vest and become exercisable with respect to one-eighth (1/8th) of the Shares subject thereto on the six-month anniversary of the Vesting Commencement Date set forth above, and shall become vested and exercisable with respect 1/48th of the Shares subject thereto each month thereafter, subject to the Employee continuing to be a Service Provider from the date hereof through such dates.
Dear : As you know, on April 28, 2013 a merger agreement was entered into providing for the acquisition of Conceptus, Inc. (Conceptus) by Bayer HealthCare. Bayer’s offer to purchase all outstanding Conceptus stock is confirmation of the value of our...Conceptus Inc • May 9th, 2013 • Surgical & medical instruments & apparatus
This new chapter for Conceptus is exciting, and it is our hope that it will provide genuine opportunities to expand our market base and our goal to support women’s health and healthy family planning.
Dear _________: As you know, on April 28, 2013 a merger agreement was entered into providing for the acquisition of Conceptus, Inc. (Conceptus) by Bayer HealthCare. Bayer’s offer to purchase all outstanding Conceptus stock is confirmation of the value...Conceptus Inc • May 7th, 2013 • Surgical & medical instruments & apparatus
This new chapter for Conceptus is exciting, and it is our hope that it will provide genuine opportunities to expand our market base and our goal to support women’s health and healthy family planning.
