0000950157-05-000700 Sample Contracts

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER Dated as of November 14, 2005 Among JOHNSON & JOHNSON, SHELBY MERGER SUB, INC. And GUIDANT CORPORATION

Agreement and Plan of Merger • November 18th, 2005 • Johnson & Johnson • Pharmaceutical preparations • Indiana

• Contract Type
  Agreement and Plan of Merger
• Filed
  November 18th, 2005
• Company
  Johnson & Johnson
• Industry
  Pharmaceutical preparations
• Jurisdiction
  Indiana

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of November 14, 2005, among JOHNSON & JOHNSON, a New Jersey corporation (“Parent”), SHELBY MERGER SUB, INC., an Indiana corporation and a wholly owned Subsidiary of Parent (“Sub”), and GUIDANT CORPORATION, an Indiana corporation (the “Company”).

SETTLEMENT AGREEMENT

Settlement Agreement • November 18th, 2005 • Johnson & Johnson • Pharmaceutical preparations • New York

• Contract Type
  Settlement Agreement
• Filed
  November 18th, 2005
• Company
  Johnson & Johnson
• Industry
  Pharmaceutical preparations
• Jurisdiction
  New York

This Settlement Agreement (the “Settlement Agreement”) is entered into effective as of November 14, 2005, by and between GUIDANT CORPORATION (“Guidant”), on the one hand, and JOHNSON & JOHNSON (“J&J”), on the other hand, both of which are sometimes collectively referred to as the “Parties” with reference to the following: