FORM OF COCHLEAR IMPLANT BUSINESS PURCHASE AND SALE AGREEMENT among BOSTON SCIENTIFIC CORPORATION, BOSTON SCIENTIFIC SCIMED, INC., ADVANCED BIONICS CORPORATION and ADVANCED BIONICS HOLDING CORPORATION Dated as of August 9, 2007Purchase and Sale Agreement • August 15th, 2007 • Boston Scientific Corp • Surgical & medical instruments & apparatus • Delaware
This COCHLEAR IMPLANT BUSINESS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of August 9, 2007, is entered into by and among BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (“Parent”), BOSTON SCIENTIFIC SCIMED, INC. (formerly known as Scimed Life Systems, Inc.), a Minnesota corporation and a wholly owned subsidiary of Parent (“Scimed”), ADVANCED BIONICS CORPORATION, a Delaware corporation and a wholly owned subsidiary of Scimed (the “Seller”), and ADVANCED BIONICS HOLDING CORPORATION, a California corporation (the “Purchaser”).
FORM OF AMENDMENT AGREEMENT among BOSTON SCIENTIFIC CORPORATION, BOSTON SCIENTIFIC SCIMED, INC., ADVANCED BIONICS CORPORATION, THE BIONICS TRUST and JEFFREY D. GOLDBERG AND CARLA WOODS (COLLECTIVELY IN THEIR CAPACITY AS THE STOCKHOLDERS'...Amendment Agreement • August 15th, 2007 • Boston Scientific Corp • Surgical & medical instruments & apparatus • Delaware
This AMENDMENT AGREEMENT (this "Agreement"), dated as of August 9, 2007, is entered into by and among BOSTON SCIENTIFIC CORPORATION, a Delaware corporation ("Parent"), BOSTON SCIENTIFIC SCIMED, INC., (formerly known as Scimed Life Systems, Inc.) a Minnesota corporation and a wholly owned subsidiary of Parent ("Scimed"), ADVANCED BIONICS CORPORATION, a Delaware corporation and a wholly owned subsidiary of Scimed (the "Company"), the BIONICS TRUST (the "Trust") and CARLA WOODS and JEFFREY D. GOLDBERG (such persons acting together by majority vote, and any successor persons acting together by majority vote, solely in their capacity as Stockholders' Representative under the Merger Agreement, being the "Stockholders' Representative").
FORM OF AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER among BOSTON SCIENTIFIC CORPORATION, BOSTON SCIENTIFIC SCIMED, INC., ADVANCED BIONICS CORPORATION, THE BIONICS TRUST and JEFFREY D. GOLDBERG AND CARLA WOODS (COLLECTIVELY IN THEIR CAPACITY AS THE...Agreement and Plan of Merger • August 15th, 2007 • Boston Scientific Corp • Surgical & medical instruments & apparatus
This AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment 1”), dated as of August 9, 2007 and effective as of the Amendment 1 Effective Time, is entered into by and among BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (“Parent”), BOSTON SCIENTIFIC SCIMED, INC., (formerly known as Scimed Life Systems, Inc.) a Minnesota corporation and a wholly owned subsidiary of Parent (“Scimed”), ADVANCED BIONICS CORPORATION, a Delaware corporation and a wholly owned subsidiary of Scimed (“Advanced Bionics”), the BIONICS TRUST (the “Trust”) and CARLA WOODS and JEFFREY D. GOLDBERG (such persons acting together by majority vote, and any predecessor or successor persons acting together by majority vote, solely in their capacity as Stockholders’ Representative under the Merger Agreement being the “Stockholders’ Representative”).
