Integra LifeSciences CorporationMerger Agreement • January 25th, 2017 • Integra Derma, Inc. • Surgical & medical instruments & apparatus
We refer to the Agreement and Plan of Merger, dated as of January 10, 2016 (the “Merger Agreement”), among Derma Sciences, Inc. (“Derma”), Integra LifeSciences Holdings Corporation (“Integra”) and Integra Derma, Inc., an indirect, wholly-owned subsidiary of Integra (“Merger Sub”). Capitalized terms used and not defined in this letter have the meaning set forth in the Merger Agreement.
October 13, 2016Integra Derma, Inc. • January 25th, 2017 • Surgical & medical instruments & apparatus • New York
In connection with the consideration by Integra LifeSciences Holdings Corporation (“you”) of a possible negotiated transaction (a “Possible Transaction”) with Derma Sciences, Inc. and/or its subsidiaries, affiliates or divisions (collectively, with such subsidiaries, affiliates and divisions, the “Company”), the Company is prepared to make available to you and your Representatives (as hereinafter defined) certain information concerning the business, financial condition, operations, assets and liabilities of the Company. As a condition to such information being furnished to you and your Representatives, you agree that you will, and will cause your Representatives to, treat the Evaluation Material (as hereinafter defined) in accordance with the provisions of this letter agreement and take or abstain from taking certain other actions as set forth herein. The term “affiliates” has the meaning given to it under the Securities Exchange Act of 1934, as amended (the “1934 Act”). The term “Repr
