EXHIBIT 10.3 SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT BORROWERS: ANIMAS CORPORATION ("COMPANY") AND ANIMAS DIABETES CARE, LLC ADDRESS: 530 LANCASTER AVENUE FRAZER, PENNSYLVANIA 19355 DATE: NOVEMBER 7, 2003 THIS LOAN AND SECURITY AGREEMENT (this...Loan and Security Agreement • February 23rd, 2004 • Animas Corp • California
AmongAgreement and Plan of Merger • December 16th, 2005 • Animas Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
LEASE FORLease • February 23rd, 2004 • Animas Corp • Pennsylvania
EXHIBIT 10.1 ASSET PURCHASE AGREEMENT BY AND BETWEENAsset Purchase Agreement • March 24th, 2005 • Animas Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
EXHIBIT 10.16 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement is made and entered into as of the 11th day of October, 2001, by and among Animas Corporation, a Delaware corporation (the...Registration Rights Agreement • February 23rd, 2004 • Animas Corp • Delaware
EXHIBIT 10.18(C) THIRD AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT THIS THIRD AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the "Third Amendment") is entered into this 24th day of March, 2004, by and among Animas Corporation,...Stockholders Agreement • April 2nd, 2004 • Animas Corp • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
Exhibit 10.1 STOCKHOLDER AGREEMENT (this "Agreement") dated as of December 16, 2005, among JOHNSON & JOHNSON, a New Jersey corporation ("Parent"), and the individuals and other parties listed on Schedule A attached hereto (each, a "Stockholder" and,...Stockholder Agreement • December 16th, 2005 • Animas Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
BY AND BETWEENLoan and Security Agreement • February 23rd, 2004 • Animas Corp
EXHIBIT 10.11(A) AMENDMENT TO LEASE This Amendment to Lease, made this 28th day of February, Two Thousand (2000), by and between 580 Lancaster Associates, L.P., a general limited partnership organized and existing under the Law of Pennsylvania whose...Lease • February 23rd, 2004 • Animas Corp
FORM OFChange of Control Agreement • April 2nd, 2004 • Animas Corp • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
EXHIBIT 10.2 LOAN MODIFICATION AGREEMENT This Loan Modification Agreement is entered into as of November 7, 2003, by and among ANIMAS CORPORATION, a Delaware corporation ("Company"), whose address is 530 Lancaster Avenue, Frazer, Pennsylvania 19355...Loan Modification Agreement • February 23rd, 2004 • Animas Corp
EXECUTION FOURTH AMENDMENT TO INVESTOR RIGHTS AGREEMENT THIS FOURTH AMENDMENT TO INVESTOR RIGHTS AGREEMENT (the "Fourth Amendment") is entered into this 21st day of January, 2003, by and among Animas Corporation, a Delaware corporation (the "Company")...Rights Agreement • February 23rd, 2004 • Animas Corp • Pennsylvania
BACKGROUNDInvestor Rights Agreement • February 23rd, 2004 • Animas Corp
Exhibit 10.14 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") entered into as of February 20, 2004, by and between Animas Corporation, a Delaware corporation (the "Company"), and Richard A. Baron (the "Executive"). WHEREAS, the...Employment Agreement • February 23rd, 2004 • Animas Corp • Pennsylvania
SECOND AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • February 23rd, 2004 • Animas Corp • Pennsylvania
EXHIBIT 10.16(D) FOURTH AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS FOURTH AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Fourth Amendment"), is dated March 24, 2004, by and among Animas Corporation, a...Registration Rights Agreement • April 2nd, 2004 • Animas Corp • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 23rd, 2004 • Animas Corp • Pennsylvania
December 16, 2005 Katherine D. Crothall c/o Animas Corporation 200 Lawrence Drive West Chester, PA 19380 Re: Modification of Employment Agreement Dear Dr. Crothall: As you know, Johnson & Johnson, a New Jersey corporation ("Parent"), Emerald Merger...Animas Corp • December 16th, 2005 • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
Exhibit 10.6 EQUIPMENT TERM NOTEAnimas Corp • February 23rd, 2004
Exhibit 10.19 SECOND LOAN MODIFICATION AGREEMENT This Second Loan Modification Agreement (this "Agreement") is entered into as of February 19, 2004, by and among ANIMAS CORPORATION, a Delaware corporation ("Company"), whose address is 530 Lancaster...Second Loan Modification Agreement • February 23rd, 2004 • Animas Corp
EXHIBIT 10.5 NEGATIVE PLEDGE AGREEMENT This Negative Pledge Agreement is made as of November 7, 2003, by and between Animas Corporation and Animas Diabetes Care, LLC (collectively, the "Borrowers") and Silicon Valley Bank ("Bank"). In connection with,...Negative Pledge Agreement • February 23rd, 2004 • Animas Corp
Exhibit 1.1 ANIMAS CORPORATION 4,000,000 Shares (1) of Common Stock Underwriting AgreementAnimas Corp • April 27th, 2004 • Orthopedic, prosthetic & surgical appliances & supplies • New York
B) there shall be excluded from liabilities: (i) all indebtedness which is subordinated to the Obligations under a subordination agreement in form specified by Silicon or by language in the instrument evidencing the indebtedness which Silicon agrees...First Loan Modification Agreement • February 23rd, 2004 • Animas Corp
AGREEMENT AND PLAN OF MERGER Dated as of December 16, 2005, Among JOHNSON & JOHNSON, EMERALD MERGER SUB, INC. And ANIMAS CORPORATIONAgreement and Plan of Merger • December 21st, 2005 • Animas Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of December 16, 2005, among JOHNSON & JOHNSON, a New Jersey corporation (“Parent”), EMERALD MERGER SUB, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Sub”), and ANIMAS CORPORATION, a Delaware corporation (the “Company”).
EXHIBIT 10.17(F) SIXTH AMENDMENT TO INVESTOR RIGHTS AGREEMENT THIS SIXTH AMENDMENT TO INVESTOR RIGHTS AGREEMENT (the "Sixth Amendment") is entered into this 24th day of March, 2004, by and among Animas Corporation, a Delaware corporation (the...Investor Rights Agreement • April 2nd, 2004 • Animas Corp • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
RECITALSInvestor Rights Agreement • February 23rd, 2004 • Animas Corp • Delaware
EXHIBIT 10.18(A) FIRST AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this "First Amendment"), dated as of May 13, 2002, by and among Animas Corporation, a Delaware...Stockholders Agreement • February 23rd, 2004 • Animas Corp • Pennsylvania
Exhibit 10.17(E) FIFTH AMENDMENT TO INVESTOR RIGHTS AGREEMENT THIS FIFTH AMENDMENT TO INVESTOR RIGHTS AGREEMENT (the "FIFTH AMENDMENT") is entered into this 18th day of November, 2003, by and among Animas Corporation, a Delaware corporation (the...Rights Agreement • February 23rd, 2004 • Animas Corp • Pennsylvania
Form of Amendment To Change of Control AgreementChange of Control Agreement • December 28th, 2005 • Animas Corp • Orthopedic, prosthetic & surgical appliances & supplies
WHEREAS, the Company and Employee are parties to a Change Of Control Agreement relating to the Employee’s employment dated as of (the “Agreement”);
ContractStockholder Agreement • December 21st, 2005 • Animas Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
STOCKHOLDER AGREEMENT (this “Agreement”) dated as of December 16, 2005, among JOHNSON & JOHNSON, a New Jersey corporation (“Parent”), and the individuals and other parties listed on Schedule A attached hereto (each, a “Stockholder” and, collectively, the “Stockholders”).
EXHIBIT 10.17(C) THIRD AMENDMENT TO INVESTOR RIGHTS AGREEMENT THIS THIRD AMENDMENT TO INVESTOR RIGHTS AGREEMENT (this "Third Amendment"), dated as of May 13, 2002, by and among Animas Corporation, a Delaware corporation (the "Company"), and the...Investor Rights Agreement • February 23rd, 2004 • Animas Corp • Pennsylvania
ContractAgreement • March 31st, 2005 • Animas Corp • Orthopedic, prosthetic & surgical appliances & supplies
Portions of this exhibit were omitted and filed separately with the Secretary of the Commission pursuant to an application for confidential treatment filed with the Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. Such portions are marked by a series of asterisks.
Amendment No. 2 To Employment AgreementEmployment Agreement • January 12th, 2006 • Animas Corp • Orthopedic, prosthetic & surgical appliances & supplies
WHEREAS, the Company and the Executive are parties to an Employment Agreement relating to the Executive’s employment dated as of February 20, 2004 (the “Agreement”);
Amendment To amended and Restated Employment AgreementEmployment Agreement • December 28th, 2005 • Animas Corp • Orthopedic, prosthetic & surgical appliances & supplies
THIS AMENDMENT is made as of December 22, 2005 by and between Animas Corporation (the “Company”) and Katherine E. Crothall (the “Executive”).
ANIMAS CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT2004 Equity Incentive • November 15th, 2004 • Animas Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
The Animas Corporation 2004 Equity Incentive Plan (the “Plan”) provides for the grant of options to purchase shares of common stock of the Company. The Board of Directors of the Company (the “Board”) has decided to make a stock option grant as an inducement for the Grantee to promote the best interests of the Company and its shareholders, and provide the Grantee with an opportunity to share in the growth and value of the Company. A copy of the Plan is attached.
