Sale and Purchase Agreement – Boston Scientific Corp. and Stryker Corp.

SALE AND PURCHASE AGREEMENT

(As conformed through the Amendment to
Sale and Purchase Agreement between
Boston Scientific Corporation and Stryker Corporation
dated as of January 3, 2011)

Between

BOSTON SCIENTIFIC CORPORATION

and

STRYKER CORPORATION

Dated as of October 28, 2010

TABLE OF CONTENTS



ARTICLE I

DEFINITIONS

Section 1.01	Certain Defined Terms	6
Section 1.02	Definitions	18
Section 1.03	Interpretation and Rules of Construction	20

ARTICLE II

SALE AND PURCHASE

Section 2.01	Sale and Purchase of Assets	21
Section 2.02	Assumption and Exclusion of Liabilities	24
Section 2.03	Purchase Price; Allocation of Purchase Price	27
Section 2.04	Milestone Payments	28
Section 2.05	Closing	29
Section 2.06	Closing Deliveries by BSC	29
Section 2.07	Closing Deliveries by the Purchaser	30
Section 2.08	Deferred Closings	30
Section 2.09	Other Transfers	32

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF BSC

Section 3.01	Organization, Authority and Qualification of BSC and the Sellers	32
Section 3.02	No Conflict	33
Section 3.03	Governmental Consents and Approvals	33
Section 3.04	Financial Information	33
Section 3.05	Absence of Undisclosed Material Liabilities	34
Section 3.06	Conduct in the Ordinary Course	34
Section 3.07	Litigation	34
Section 3.08	Compliance with Laws; Permits	34
Section 3.09	Environmental Matters	35
Section 3.10	Intellectual Property	35
Section 3.11	Real Property	37
Section 3.12	Title to Purchased Assets; Sufficiency	37
Section 3.13	Labor Matters	38
Section 3.14	Employee Benefit Matters	39
Section 3.15	Taxes	41
Section 3.16	Material Contracts	41
Section 3.17	FDA Regulatory Compliance	43



Section 3.18	Healthcare Regulatory Compliance	44
Section 3.19	Product Liability	45
Section 3.20	Customers and Suppliers	45
Section 3.21	Certain Business Practices	46
Section 3.22	Brokers	46
Section 3.23	Disclaimer of BSC	46

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Section 4.01	Organization and Authority of the Purchaser and its Affiliates	46
Section 4.02	No Conflict	47
Section 4.03	Governmental Consents and Approvals	47
Section 4.04	Financing	48
Section 4.05	Litigation	48
Section 4.06	Brokers	48
Section 4.07	BSC153s Representations	48

ARTICLE V

ADDITIONAL AGREEMENTS

Section 5.01	Conduct of Business Prior to the Closing	48
Section 5.02	Access to Information	51
Section 5.03	Confidentiality	52
Section 5.04	Regulatory and Other Authorizations	52
Section 5.05	Consents	54
Section 5.06	Retained Names and Marks	54
Section 5.07	Notifications	55
Section 5.08	Bulk Transfer Laws	56
Section 5.09	Audited Special Purpose Financial Statements	56
Section 5.10	Non-Solicitation	56
Section 5.11	Non-Competition	57
Section 5.12	Collection of Accounts Receivables; Inventory	58
Section 5.13	Further Action	58
Section 5.14	Tax Cooperation and Exchange of Information	59
Section 5.15	Conveyance Taxes	59
Section 5.16	VAT and Recoverable Taxes	59
Section 5.17	Proration of Taxes	60
Section 5.18	BSC Compensation Tax Items	61
Section 5.19	Tax Treatment of Deferred Transfers	62
Section 5.20	Successor Employer	62
Section 5.21	Risk of Loss	62
Section 5.22	Intercompany Arrangements	62
Section 5.23	Mixed Contracts	62



Section 5.24	Schedules and Exhibits to Certain Ancillary Agreements; OUS Transfer Agreements	63
Section 5.25	IP Docket; Assignment Documents	63
Section 5.26	Additional Patents	64

ARTICLE VI

EMPLOYEE MATTERS

Section 6.01	Offers of Employment and Automatic Transfers	65
Section 6.02	Employee Benefits	67
Section 6.03	Existing Agreements	69
Section 6.04	WARN	69
Section 6.05	COBRA	69
Section 6.06	401(k) Plans	70
Section 6.07	Accrued Vacation	70
Section 6.08	No Guarantee of Continued Employment; No Third-Party Rights	70
Section 6.09	Compliance with Law	71

ARTICLE VII

CONDITIONS TO CLOSING

Section 7.01	Conditions to Obligations of BSC	71
Section 7.02	Conditions to Obligations of the Purchaser	72

ARTICLE VIII

INDEMNIFICATION

Section 8.01	Survival of Representations and Warranties	73
Section 8.02	Indemnification by BSC	73
Section 8.03	Indemnification by the Purchaser	73
Section 8.04	Limits on Indemnification	74
Section 8.05	Notice of Loss; Third Party Claims; Mixed Actions	75
Section 8.06	Tax Treatment	77
Section 8.07	Remedies	77
Section 8.08	Set-Off Rights	77
Section 8.09	Information; Waiver	79

ARTICLE IX

TERMINATION, AMENDMENT AND WAIVER

Section 9.01	Termination	79
Section 9.02	Effect of Termination	80

iii




ARTICLE X

GENERAL PROVISIONS

Section 10.01	Expenses	80
Section 10.02	Notices	80
Section 10.03	Public Announcements	81
Section 10.04	Severability	81
Section 10.05	Entire Agreement	82
Section 10.06	Assignment	82
Section 10.07	Amendment	82
Section 10.08	Waiver	82
Section 10.09	No Third Party Beneficiaries	82
Section 10.10	Currency and Exchange Rates	82
Section 10.11	Specific Performance	83
Section 10.12	Governing Law	83
Section 10.13	Waiver of Jury Trial	83
Section 10.14	Counterparts	84

EXHIBITS



1.01(a)(i)		Form of Assignment of Lease (Fremont Building #4 Facility)
1.01(a)(ii)		Form of Assignment of Lease (West Valley Facility)
1.01(b)		Form of Assumption Agreement
1.01(c)		Form of Bill of Sale
1.01(d)		Form of Cork Lease Agreement
1.01(e)		Form of IP Assignment
1.01(f)		Form of OUS Transfer Agreement
1.01(g)		Form of Purchaser IP License Agreement
1.01(h)		Form of Independent Sales Agent Agreement (Japan)
1.01(i)		Form of Seller IP License Agreement
1.01(j)		Form of Separation Agreement
1.01(k)		Form of Supply Agreement
1.01(l)		Form of Technology Transfer Agreement
1.01(m)		Form of Transition Services Agreement
1.01(n)		Form of Distribution Agreement
1.01(o)		Form of Escrow Agreement
2.08(c)		Forms of OUS Transfer Agreements for Deferred Closing Countries

SCHEDULES (IN ADDITION TO THE DISCLOSURE SCHEDULE)



1.01(a)		Knowledge of BSC
1.01(b)		Contract Manufacturing Sites
1.01(c)		Sellers
2.08(a)		Deferred Closing Countries
5.05(a)		Consents
5.12(b)		Inventory



5.24(a)		Schedules and Exhibits to Certain Ancillary Agreements
7.02(e)		Required Consents
10.06		Purchaser Affiliate Assignments

SALE AND PURCHASE AGREEMENT, dated as of October 28, 2010, between BOSTON
SCIENTIFIC CORPORATION, a Delaware corporation (“BSC“), and STRYKER
CORPORATION, a Michigan corporation (the “Purchaser“).

WHEREAS, BSC is directly, and indirectly through the Sellers (as hereinafter
defined), engaged in the Business (as hereinafter defined);

WHEREAS, BSC desires to sell, and to cause the Sellers to sell, the Business
to the Purchaser, and the Purchaser desires to purchase the Business from BSC
and the Sellers; and

WHEREAS, in connection with the sale of the Business, BSC wishes to sell, and
to cause the Sellers to sell and assign, to the Purchaser, and the Purchaser
wishes to purchase and assume from BSC and the Sellers, the Purchased Assets and
Assumed Liabilities (each as hereinafter defined), upon the terms and subject to
the conditions set forth herein.

NOW, THEREFORE, in consideration of the promises and the mutual agreements
and covenants hereinafter set forth, and intending to be legally bound hereby,
BSC and the Purchaser hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Certain Defined Terms. For purposes of this
Agreement:

“Accounts Payable” means all accounts payable and liabilities,
obligations and commitments, regardless of when asserted, billed or imposed.

“Accounts Receivable” means all accounts receivable, notes receivable
and other indebtedness due and owed by any third party, including all trade
accounts receivable representing amounts receivable in respect of goods shipped,
products sold or services rendered, together with any unpaid financing charges
accrued thereon.

“Action” means any claim, action, suit, arbitration, inquiry,
proceeding or investigation by or before any Governmental Authority.

“Affiliate” means, with respect to any specified Person, any other
Person that directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, such specified
Person.

“Agreement” or “this Agreement” means this Sale and Purchase
Agreement between the parties hereto (including the Schedules hereto and the
Disclosure Schedule) and all amendments hereto made in accordance with the
provisions of Section 10.07, as conformed through the Amendment to Sale and
Purchase Agreement dated as of January 3, 2011 between the parties hereto.

“Ancillary Agreements” means the Assignments of Lease, the Assumption
Agreements, the Bills of Sale, the Cafeteria Agreement, the Cork Lease
Agreement, the Distribution Agreement, the IP Assignment, the OUS Transfer
Agreements, the Purchaser IP License Agreement, the Sales Agent Agreement, the
Seller IP License Agreement, the Separation Agreement, the Supply Agreement, the
Technology Transfer Agreement and the Transition Services Agreement.

“Assignments of Lease” means the Assignments of Lease to be executed
by BSC and the Sellers at the Closing with respect to the Fremont Building #4
Facility and the West Valley Facility, substantially in the forms attached
hereto as Exhibit 1.01(a)(i) and Exhibit 1.01(a)(ii), respectively.

“Assumption Agreements” means the Assumption Agreements to be executed
by the Purchaser and one or more of BSC and the Sellers at the Closing,
substantially in the form attached hereto as Exhibit 1.01(b).

“Bills of Sale” means the Bills of Sale and Assignment to be executed
by one or more of BSC and the Sellers at the Closing, substantially in the form
attached hereto as Exhibit 1.01(c).

“BSC Compensation Tax Items” means items of loss, deduction or credits
in respect of the grant, exercise, vesting or disposition by a Transferred
Employee of an option to acquire BSC capital stock.

“BSC153s Knowledge” or “Knowledge of BSC” or similar terms used
in this Agreement mean the actual (but not constructive or imputed) knowledge of
the Persons listed on Schedule 1.01(a), after reasonable inquiry of the current
employees of BSC and its Affiliates having primary responsibility for the
subject matter of the inquiry.

“Business” means the business of researching, developing,
manufacturing, marketing, distributing and selling diagnostic and therapeutic
products for use in intra-cranial endovascular surgeries to treat vascular
diseases of the brain; provided that the Business does not include such
activities with respect to devices for treatment of diseases of the carotid
artery, including within the internal or external carotid artery.

“Business Day” means any day that is not a Saturday, a Sunday or other
day on which banks are required or authorized by Law to be closed in the City of
New York.

“Business Intellectual Property” means the Transferred Intellectual
Property and the Licensed Intellectual Property.

“Cafeteria Agreement” means the agreement to be executed by the
Purchaser and BSC relating to access and use of the cafeteria located in the
Fremont Building #4 Facility.

“Cleanup” means all actions required to: (i) cleanup, remove, treat or
remediate Hazardous Materials in the indoor or outdoor environment; (ii) prevent
the Release of Hazardous Materials so that they do not migrate, endanger or
threaten to endanger public health or welfare or the indoor or outdoor
environment; (iii) perform pre-remedial studies and investigations and

post-remedial monitoring and care; or (iv) respond to any government requests
for information or documents in any way relating to cleanup, removal, treatment
or remediation or potential cleanup, removal, treatment or remediation of
Hazardous Materials in the indoor or outdoor environment.

“Closing Transfer Employee” means an employee of BSC or the Sellers
who is (i) listed and identified (either by name or, to the extent disclosure by
name is prohibited by applicable Law, by description of function) as a Closing
Transfer Employee in Section 6.01 of the Disclosure Schedule, and (ii) any other
employees employed by BSC or the Seller between the date hereof and the Closing
Date, and identified as a Closing Transfer Employee by mutual agreement of BSC
and the Purchaser (in each case, if such employee is still employed by BSC or
the Sellers on the Closing Date).

“Code” means the Internal Revenue Code of 1986, as amended.

“Contract” means any binding contract, agreement, instrument, license,
sublicense, lease, sublease, commitment, sales and purchase order, bid and
offer.

“Contract Manufacturing Sites” means the Real Property identified on
Schedule 1.01(b), at which BSC currently manufactures certain Products and
Product components or performs certain services with respect to the
manufacturing of certain Products.

“control” (including the terms “controlled by” and “under
common control with“), with respect to the relationship between or among two
or more Persons, means the possession, directly or indirectly, of the power to
direct or cause the direction of the affairs or management of a Person, whether
through the ownership of voting securities, by contract or otherwise, including
the ownership, directly or indirectly, of securities having the power to elect a
majority of the board of directors or similar body governing the affairs of such
Person.

“Conveyance Taxes” means any sales, use, transfer, conveyance, ad
valorem, stamp, stamp duty, recording, real property transfer or gains Taxes or
other similar Taxes imposed by any Governmental Authority upon the sale,
transfer or assignment of real, personal, tangible or intangible property or any
interest therein, or upon the recording of any such sale, transfer or
assignment, together with any interest, additions or penalties in respect
thereof; but, for the avoidance of doubt, shall exclude VAT, any Taxes that are
imposed on BSC153s or any Seller153s income or gain, and any Taxes that are
Recoverable Taxes.

“Cork Facility” means BSC153s manufacturing facilities located at
Business and Technology Park, Model Farm Road, Cork, Ireland.

“Cork Lease Agreement” means the Lease Agreement to be executed by
Boston Scientific Cork Limited and the Purchaser or a Purchaser Affiliate at the
Closing, substantially in the form attached hereto as Exhibit 1.01(d) pursuant
to which Boston Scientific Cork Limited shall lease the Cork Purchaser Leased
Facility to the Purchaser or such Purchaser Affiliate effective as of the Cork
Manufacturing Transfer Date.

“Cork Manufacturing Transfer Date” has the meaning given to such term
in the Separation Agreement.

“Cork Purchaser Leased Facility” means that portion of the Cork
Facility to be leased to the Purchaser pursuant to the Cork Lease Agreement.

“Cork Transfer Employee” means an employee of BSC or the Sellers who
(i) is, with respect to salaried employees of the Business, set forth (either by
name or, to the extent disclosure by name is prohibited by applicable Law, by
description of function) in Section 6.01 of the Disclosure Schedule under the
heading Cork Transfer Employees, (ii) will be, with respect to hourly employees
of BSC or the Sellers, set forth by name in an update to Section 6.01 of the
Disclosure Schedule, which shall be provided to the Purchaser as soon as
practicable following the signing of this Agreement (and in no event later than
fifteen (15) Business Days following the signing of this Agreement) and shall
include all hourly labor employees of BSC or the Sellers located in the Cork
Facility who are primarily engaged in the Business on the date of this Agreement
(approximately 425 employees) and (iii) any other employee who is employed by
BSC or the Seller in accordance with the terms of the Separation Agreement
between the Closing Date and the Cork Manufacturing Transfer Date and identified
as a Cork Transfer Employee to the Purchaser (in each case, if such employee is
still employed by BSC or the Sellers on the Cork Manufacturing Transfer Date).

“Corresponding Transfer Date Employees” means, with respect to the
Closing Date, the Cork Manufacturing Transfer Date, the Fremont Manufacturing
Transfer Date, the West Valley Manufacturing Transfer Date, a Deferred Closing
Date and a Delayed Transfer Date, respectively, the Closing Transfer Employees,
the Cork Transfer Employees, the Fremont Transfer Employees, the West Valley
Transfer Employees, the Deferred Closing Transfer Employees located in the
applicable Deferred Closing Country and the Delayed Transfer Employees.

“Deferred Closing Transfer Employee” means, for each Deferred Closing
Country, (i) an employee of BSC or the Sellers who is set forth (either by name
or, to the extent disclosure by name is prohibited by applicable Law, by
description of function) in Section 6.01 of the Disclosure Schedule under the
heading Deferred Closing Transfer Employees and (ii) any other employee who is
employed by BSC or the Sellers between the Closing Date and the applicable
Deferred Closing Date, identified as a Deferred Closing Transfer Employee to the
Purchaser and agreed to be included as a Deferred Closing Transfer Employee by
the Purchaser (in each case, if such employee is still employed by BSC or the
Sellers on the Deferred Closing Date).

“Delayed Transfer Date” means a date agreed upon by BSC and the
Purchaser on which the Purchaser shall offer employment to a Delayed Transfer
Employee or the date on which such employment shall transfer automatically by
operation of Law.

“Delayed Transfer Employee” means (i) an employee of BSC or the
Sellers who is set forth (either by name or, to the extent disclosure by name is
prohibited by applicable Law, by description of function) in Section 6.01 of the
Disclosure Schedule under the heading Delayed Transfer Employees and (ii) any
other employee who is employed by BSC or the Sellers between the Closing Date
and the final Employee Transfer Date, identified as a Delayed Transfer Employee
to the Purchaser and agreed to be included as a Delayed Transfer Employee by the
Purchaser (in each case, if such employee is still employed by BSC or the
Sellers prior to the final Employee Transfer Date).

“Disclosure Schedule” means the Disclosure Schedule attached hereto,
dated as of the date hereof, delivered by BSC to the Purchaser in connection
with this Agreement. Notwithstanding anything to the contrary contained in the
Disclosure Schedule or in this Agreement, the information and disclosures
contained in any section of the Disclosure Schedule shall be deemed to be
disclosed and incorporated by reference in any other section of the Disclosure
Schedule as though fully set forth in such other section for which the
applicability of such information and disclosure is reasonably apparent on the
face of such information or disclosure.

“Distribution Agreement” means the Distribution Agreement to be
executed among one or more of BSC and its Affiliates and one or more of the
Purchaser and its Affiliates at the Closing, substantially in the form attached
hereto as Exhibit 1.01(n).

“Employee Transfer Date” means, as applicable, (i) the Closing Date,
in respect of the Closing Transfer Employees, (ii) the Cork Manufacturing
Transfer Date, in respect of the Cork Transfer Employees, (iii) the Fremont
Manufacturing Transfer Date, in respect of the Fremont Transfer Employees, (iv)
the West Valley Manufacturing Transfer Date, in respect of the West Valley
Transfer Employees, (v) the applicable Deferred Closing Date, in respect of the
Deferred Closing Transfer Employees located in a Deferred Closing Country or
(vi) the Delayed Transfer Date, in respect of each Delayed Transfer Employee.

“Encumbrance” means any security interest, charge, pledge,
hypothecation, mortgage, lien, encumbrance, option, restrictive covenant or
imperfection of title, other than any license of, option to license, or covenant
not to assert claims or infringement, misappropriation or other violation with
respect to, Intellectual Property.

“Environmental Claim” means any Action alleging Liability arising out
of, based on or resulting from (a) the presence, Release or threatened Release
of any Hazardous Materials at any location, whether or not owned or operated by
BSC or any Seller, or (b) circumstances forming the basis of any violation, or
alleged violation, of any Environmental Law.

“Environmental Law” means any Law relating to (a) pollution or
protection of the environment, including natural resources, (b) human exposure
to Hazardous Materials, (c) the manufacture, processing, distribution, use,
treatment, storage, Release or threatened Release, transport or handling of
Hazardous Materials and (d) recordkeeping, notification, disclosure and
reporting requirements respecting Hazardous Materials.

“Environmental Liability” means any claim, demand, order, suit,
obligation, Liability, cost (including the cost of any investigation, testing,
compliance or remedial action), consequential damages, loss or expense
(including reasonable and incurred attorney153s and consultant153s fees and
expenses) arising out of, relating to or resulting from any Environmental Law or
environmental, health or safety matter, violation or condition, including
natural resources, and to the extent related in any way to or arising out of,
directly or indirectly, the operation of the Business or the ownership, control
or use of the Purchased Assets.

“Environmental Permits” means any permit, approval, registration,
identification number or license required under or issued pursuant to any
applicable Environmental Law.

“ERISA” means the Employment Retirement Income Security Act of 1974,
as amended, and the regulations promulgated thereunder.

“ERISA Affiliate” means any entity that, together with BSC, would be
deemed a single employer within the meaning of Section 414 of the Code or
Section 4001 of ERISA.

“Escrow Agent” means Wells Fargo Bank, National Association.

“Escrow Agreement” means the Escrow Agreement to be executed among
BSC, the Purchaser and the Escrow Agent at the Closing, substantially in the
form attached hereto as Exhibit 1.01(o); provided that if the Escrow
Agent does not execute the Escrow Agreement on the Closing Date, BSC and the
Purchaser agree to obtain the Escrow Agent153s signature promptly (and in no event
later than three (3) Business Days) following the Closing Date.

“Excluded Taxes” means all Liabilities for (i) Taxes imposed with
respect to or relating to any Purchased Asset or the Business for any
Pre-Closing Period, (ii) Taxes imposed with respect to or relating to any
Purchased Asset or the Business with respect to any Straddle Period that are
allocated to the portion of the Straddle Period ending on the Closing Date
pursuant to Section 5.17, (iii) Taxes for which BSC or any Seller or predecessor
to BSC or any Seller is or may be liable for any taxable period that are not
imposed with respect to or relating to the Purchased Assets or the Business,
(iv) any Taxes related to or determined by reference to the Tax liability of BSC
or any Seller for which the Purchaser or any of its Affiliates may become liable
as a result of the failure of any party to comply with any bulk sale, bulk
transfer or similar Laws and (v) Taxes imposed on the Purchaser or any of the
Purchaser Affiliates, as applicable, resulting from the amount of Taxes withheld
from the Initial Purchase Price and the Milestone Payments being less than the
amount required to be so withheld under applicable Law. For the avoidance of
doubt, “Excluded Taxes” shall include all income, franchise and similar Taxes of
BSC or any Seller arising as a result of the sale of the Purchased Assets
pursuant to this Agreement (but shall not include any Conveyance Taxes).

“Facility Transfer Date” means, as applicable, (i) the Cork
Manufacturing Transfer Date, in respect of the Cork Purchaser Leased Facility,
(ii) the Fremont Manufacturing Transfer Date, in respect of the Fremont Building
#4 Facility or (iii) the West Valley Manufacturing Transfer Date, in respect of
the West Valley Facility.

“FDA Laws” means all applicable statutes, rules, regulations,
standards, guidelines, policies and orders administered or issued by the FDA or
any comparable Governmental Authority.

“Federal Health Care Program” has the meaning specified in Section
1128B(f) of the SSA and includes the Medicare, Medicaid and TRICARE programs.

“Federal Privacy and Security Regulations” means the regulations
contained in 45 C.F.R. Parts 160 and 164.

“Former Employee” means an employee of BSC or any of its Affiliates
with respect to the Business who has terminated employment for any reason
(including retirement and long-term disability) prior to the applicable Employee
Transfer Date.

“Fremont Building #4 Facility” means Building #4 at BSC153s Fremont
manufacturing facilities located at 47900 Bayside Parkway, Fremont, CA 94538,
which is subject to the Industrial Space Lease, dated January 1, 2007, between
JER BTP II, LLC and BSC.

“Fremont Manufacturing Transfer Date” has the meaning given such term
in the Separation Agreement.

“Fremont Transfer Employee” means an employee of BSC or the Sellers
who (i) is, with respect to salaried employees of the Business, set forth
(either by name or, to the extent disclosure by name is prohibited by applicable
Law, by description of function) in Section 6.01 of the Disclosure Schedule
under the heading Fremont Transfer Employees, (ii) will be, with respect to
hourly employees of BSC or the Sellers, set forth by name in an update to
Section 6.01 of the Disclosure Schedule, which shall be provided to the
Purchaser as soon as practicable following the signing of this Agreement (and in
no event later than fifteen (15) Business Days following the signing of this
Agreement) and shall include all hourly employees who are either primarily
engaged in the Business or have the requisite degree of expertise and experience
to be useful to the Business (approximately 25 employees) and (iii) is any other
employee who is employed by BSC or the Seller in accordance with the terms of
the Separation Agreement between the Closing Date and the Fremont Manufacturing
Transfer Date and identified as a Fremont Transferred Employee to the Purchaser
(in each case, if such employee is still employed by BSC or the Sellers on the
Fremont Manufacturing Transfer Date).

“Governmental Authority” means any federal, national, supranational,
foreign, state, provincial, local or other government, governmental, regulatory
or administrative authority, agency or commission or any court, tribunal, or
judicial or arbitral body of competent jurisdiction.

“Governmental Order” means any order, writ, judgment, injunction,
decree, stipulation, ruling, determination or award entered by or with any
Governmental Authority.

“Hazardous Materials” means all substances defined as Hazardous
Substances, Oils, Pollutants or Contaminants in the National Oil and Hazardous
Substances Pollution Contingency Plan, 40 C.F.R. § 300.5, or defined as such by,
or regulated as such under, any Environmental Law, including any petroleum or
petroleum products, by-products or derivatives, radon, toxic mold, radioactive
materials, and asbestos or asbestos-containing materials.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and the rules and regulations promulgated thereunder.

“Indemnified Party” means a Purchaser Indemnified Party or a Seller
Indemnified Party, as the case may be.

“Indemnifying Party” means BSC pursuant to Section 8.02 and the
Purchaser pursuant to Section 8.03, as the case may be.

“Intellectual Property” means any and all of the following throughout
the world: (a) utility patents, design patents, industrial designs, and foreign
equivalents, (b) trademarks, service marks, trade names, trade dress and
Internet domain names, together with the goodwill

associated exclusively therewith, (c) copyrights and all rights related
thereto, including copyrights in computer software, (d) registrations and
applications for registration of any of the foregoing in (a)-(c), and (e) trade
secrets and other confidential and proprietary information.

“InZone132 Detachment System” means the InZone132 Detachment System
described in the 510(k) submission therefor, a copy of which was provided to the
Purchaser prior to the date hereof.

“IP Assignment” means the IP Assignment to be executed among one or
more of BSC or the Sellers and the Purchaser at the Closing, substantially in
the form attached hereto as Exhibit 1.01(e).

“IRS” means the Internal Revenue Service of the United States and any
successor agency.

“Law” means any federal, national, supranational, state, provincial,
foreign, local or similar statute, law, ordinance, regulation, rule, code,
order, requirement or rule of law (including common law).

“Leased Real Property” means the real property leased by BSC, as
tenant, consisting of the Fremont Building #4 Facility and the West Valley
Facility, including all buildings and other structures, facilities or
improvements currently or hereafter located thereon and together with, all
fixtures, systems, equipment and items of personal property of BSC or any Seller
which are attached to, or located at such real property or appurtenant thereto,
and all easements, licenses, rights and appurtenances relating to the foregoing.

“Liabilities” means any and all debts, liabilities and obligations,
whether accrued or fixed, absolute or contingent, matured or unmatured, known or
unknown or determined or determinable, including those arising under any Law,
Action or Governmental Order and those arising under any Contract, commitment or
undertaking.

“Licensed Intellectual Property” means all Intellectual Property that
BSC or a Seller is licensed to use pursuant to the Transferred IP Agreements.

“Material Adverse Effect” means any circumstance, change, effect,
development or condition that, individually or considered together with all
other circumstances, changes, effects, developments and conditions, (a) has had
or would reasonably be expected to have a material adverse effect on the
business, results of operations, properties, assets or condition (financial or
otherwise) of the Business, taken as a whole or (b) materially and adversely
affects or materially delays, or would be reasonably expected to materially and
adversely affect or delay, the ability of BSC and its Affiliates to carry out
their respective material obligations under, and to consummate the transactions
contemplated by, this Agreement, the Separation Agreement, the Supply Agreement,
the Technology Transfer Agreement, the Seller IP License Agreement, or the
Transition Services Agreement; provided that none of the following,
either alone or in combination, shall be considered in determining whether there
has been a “Material Adverse Effect”: (i) events, circumstances, changes or
effects that generally affect the industries in which the Business operates
(including legal and regulatory changes), (ii) general economic or political
conditions (or changes therein) or events, circumstances, changes or effects
affecting the

securities markets generally, (iii) changes arising from the announcement of
the execution of this Agreement or the pendency of the transactions contemplated
hereby, (iv) any circumstance, change or effect that results from any action
taken pursuant to or in accordance with Section 5.01 or at the written request
of the Purchaser, (v) changes caused by acts of terrorism or war (whether or not
declared) occurring after the date hereof, including any worsening thereof, (vi)
natural disasters occurring in any country or region in the world and (vii) the
failure by the Business to meet any estimates, expectations, projections or
budgets (provided that, to the extent not the subject of any of the foregoing
clauses (i) through (vi) above, the underlying cause of such failure may be
taken into account to determine whether a Material Adverse Effect has occurred),
except in the cases of (i), (ii), (v) and (vi) to the extent such circumstance,
change, effect, development or condition has a materially disproportionate
effect on the Business, taken as a whole, compared with other Persons operating
in the industries in which the Business operates.

“OUS Transfer Agreements” means the business transfer agreements to be
executed by the Purchaser or the applicable Purchaser Affiliates, on the one
hand, and BSC or the applicable Sellers, on the other hand, at the Closing, in
substantially the form attached hereto as Exhibit 1.01(f) and subject to Section
5.24(b).

“Permitted Encumbrances” means (a) statutory liens for current Taxes
not yet due or delinquent (or which may be paid without interest or penalties)
or the validity or amount of which is being contested in good faith by
appropriate proceedings diligently pursued, (b) mechanics153, carriers153, workers153,
repairers153 and other similar liens arising or incurred in the ordinary course of
business relating to obligations as to which there is no default on the part of
BSC or any of the Sellers, as the case may be, or the validity or amount of
which is being contested in good faith by appropriate proceedings diligently
pursued, or pledges, deposits or other liens securing the performance of bids,
trade contracts, leases or statutory obligations (including workers153
compensation, unemployment insurance or other social security legislation), (c)
zoning, entitlement, conservation restriction and other land use and
environmental regulations by Governmental Authorities which do not, individually
or in the aggregate, materially interfere with the occupancy or current use of
any of the Purchased Assets or materially reduce the value of any of the
Purchased Assets, (d) all covenants, conditions, restrictions, easements,
non-monetary charges, rights-of-way, other non-monetary Encumbrances and other
similar matters of record set forth in any state, local or municipal franchise
under which the Business is conducted which do not, individually or in the
aggregate, materially interfere with the occupancy or current use of any of the
Purchased Assets or materially reduce the value of any of the Purchased Assets
and (e) matters which would be disclosed by an accurate survey or inspection of
the Real Property included in the Purchased Assets which do not, individually or
in the aggregate, materially impair the occupancy or current use of such Real
Property which they encumber or materially reduce the value of any of the
Purchased Assets.

“Person” means any individual, partnership, firm, corporation, limited
liability company, association, trust, unincorporated organization or other
entity, as well as any syndicate or group that would be deemed to be a person
under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

“Pre-Closing Period” means any taxable period ending on or prior to
the Closing Date, provided that (i) in the case of any Purchased Asset that
relates to any of the Transferred Sites that is subject to a deferred transfer
under the terms of this Agreement, and is actually transferred on a Facility
Transfer Date that occurs after the Closing Date, the term “Pre-Closing Period”
means any taxable period ending on or prior to the relevant Facility Transfer
Date with respect to such Purchased Asset; (ii) in the case of any Deferred
Asset or Deferred Liability, the term “Pre-Closing Period” means any taxable
period ending on or prior to the relevant Deferred Closing Date with respect to
such Deferred Asset or Deferred Liability and (iii) in the case of any
Corresponding Transfer Date Employees (other than a Closing Transfer Employee),
the term “Pre-Closing Period” means any taxable period ending on or prior to the
relevant Employee Transfer Date with respect to such Corresponding Transfer Date
Employee.

“Product” means each product that is or was manufactured, marketed,
distributed or sold by BSC or any Seller in connection with the Business and any
product that is currently being developed by BSC or any Seller in connection
with the Business, including the products identified on Schedules A through C of
the Technology Transfer Agreement.

“Product Liabilities” means, with respect to any Product, all
Liabilities resulting from actual or alleged personal injury, including death
and damage to property, irrespective of the legal theory asserted.

“Purchase Price Bank Account” means a bank account in the United
States to be designated by BSC in a written notice to the Purchaser at least
five Business Days before the Closing.

“Purchaser IP License Agreement” means the Purchaser IP License
Agreement to be executed among one or more of BSC or its Affiliates and the
Purchaser at the Closing, substantially in the form attached hereto as Exhibit
1.01(g).

“Real Property” means all land and all buildings, any ground lease or
leasehold interests therein and any improvements and fixtures erected thereon
and all appurtenances related thereto.

“Recoverable Taxes” means Taxes that would otherwise be considered
Conveyance Taxes, but for the fact that the amount paid is refundable or
creditable by the applicable Governmental Authority to the Purchaser, BSC or any
Seller regardless of whether such refund or credit is applied for by the party
that is entitled to receive it. The term “Recoverable Taxes” shall also include
any VAT to the extent that it is refundable or creditable by the applicable
Governmental Authority to the Purchaser, BSC or any Seller regardless of whether
such refund or credit is applied for by the party that is entitled to receive
it.

“Registrations” means authorizations, approvals, clearances, licenses,
permits, certificates or exemptions issued by any Governmental Authority
(including 510(k) clearances, pre-market approval applications, pre-market
notifications, investigational device exemptions, product recertifications,
manufacturing approvals and authorizations, CE Marks, pricing and reimbursement
approvals, labeling approvals, registration notifications or their foreign
equivalent) held by BSC or any Seller relating to the Business, that are
required for the research,

development, manufacture, distribution, marketing, storage, transportation,
use and sale of the Products.

“Regulations” means the Treasury Regulations (including Temporary
Regulations) promulgated by the United States Department of Treasury with
respect to the Code or other federal tax statutes.

“Release” means any release, spill, emission, discharge, leaking,
pumping, injection, deposit, disposal, dispersal, leaching or migration into the
indoor or outdoor environment (including ambient air, surface water, groundwater
and surface or subsurface strata) or within any building, structure, facility or
fixture, including the movement of Hazardous Materials through or in the air,
soil, surface water, groundwater or property.

“Restricted Areas” means the researching, developing, manufacturing,
marketing, distributing and selling of diagnostic, preventative, monitoring or
therapeutic products for the following anatomy or disease states, in each case,
excluding the Business:

(a) all coronary functions and diseases, including heart failure and
hypertension;

(b) all arterial and venous systems;

(d) all gastrointestinal function and endoluminal access, including stomach,
liver, pancreas and colon;

(e) all diabetes and obesity solutions, excluding insulin pumps;

(f) all urinary tract, including kidneys, bladder and prostate;

(g) all women153s health function, including pelvic floor and reproductive
systems; and

(h) all neuromodulation solutions, including deep brain stimulation.

“Sales Agent Agreement” means the Independent Sales Agent Agreement to
be executed between Boston Scientific Japan K.K. and the Purchaser or one of its
Affiliates at the Closing with respect to sales of BSC products in Japan,
substantially in the form attached hereto as Exhibit 1.01(h).

“Seller IP License Agreement” means the Seller IP License Agreement to
be executed among one or more of BSC or its Affiliates and the Purchaser at the
Closing, substantially in the form attached hereto as Exhibit 1.01(i).

“Sellers” means all Affiliates of BSC engaged in the Business,
including the Persons set forth on Schedule 1.01(c).

“Separation Agreement” means the Separation Agreement substantially in
the form attached hereto as Exhibit 1.01(j).

“Straddle Period” means any taxable period beginning on or prior to
the Closing Date and ending after the Closing Date, provided that (i) in the
case of any Purchased Asset that relates to any of the Transferred Sites that is
subject to a deferred transfer under the terms of this Agreement, and is
actually transferred on a Facility Transfer Date that occurs after the Closing
Date, the term “Straddle Period” means any taxable period beginning on or prior
to the relevant Facility Transfer Date and ending after the relevant Facility
Transfer Date with respect to such Purchased Asset; (ii) in the case of any
Deferred Asset or Deferred Liability, the term “Straddle Period” means any
taxable period beginning on or prior to the relevant Deferred Closing Date and
ending after the relevant Deferred Closing Date with respect to such Deferred
Asset or Deferred Liability and (iii) in the case of any Corresponding Transfer
Date Employees (other than a Closing Transfer Employee), the term “Straddle
Period” means any taxable period beginning on or prior to the relevant Employee
Transfer Date and ending after the relevant Employee Transfer Date with respect
to such Corresponding Transfer Date Employee.

“Supply Agreement” means the Supply Agreement substantially in the
form attached hereto as Exhibit 1.01(k).

“Target132 Detachable Coils” means the Target132 Detachable Coils
described in the 510(k) submission therefor, a copy of which was provided to the
Purchaser prior to the date hereof.

“Tax” or “Taxes” means (i) all income, profits, franchise,
gross receipts, capital, sales, use, withholding, value added, ad valorem,
transfer, employment, social security, disability, occupation, asset, property,
severance, documentary, stamp, estimated, payroll, license, premium, windfall
profits, environmental, unemployment, registration, alternative or add-on
minimum, any amount owed in respect of any Law relating to unclaimed property or
escheat, excise and any other taxes, duties and similar charges or assessments
in the nature of a tax imposed by or on behalf of any Governmental Authority and
any interest, fines, penalties or additions relating to any such tax, duty or
similar charge or assessment in the nature of a tax and (ii) any liability for
or in respect of any amounts described in clause (i) as a transferee or
successor, by contract, or as a result of having filed any Tax Return on a
combined, consolidated, unitary, affiliated or similar basis with any other
Person.

“Tax Returns” means any and all returns, reports, forms and any other
document (including elections, declarations, amendments, schedules, information
returns or attachments thereto) filed or required to be filed with a
Governmental Authority with respect to Taxes.

“Technology Transfer Agreement” means the Technology Transfer
Agreement substantially in the form attached hereto as Exhibit 1.01(l).

“Transfer Laws” means those provisions of applicable local Laws
providing for the automatic transfer of employment of employees on the sale of a
business including local Laws implementing EC Directive 2001/23/EC (the Acquired
Rights Directive).

“Transferred Sites” means the Fremont Building #4 Facility, the West
Valley Facility and the Cork Purchaser Leased Facility.

“Transition Services Agreement” means the Transition Services
Agreement substantially in the form attached hereto as Exhibit 1.01(m).

“U.S. GAAP” means United States generally accepted accounting
principles and practices in effect from time to time applied consistently
throughout the periods involved.

“U.S. Plan” means each Plan established or maintained in the United
States of America for the benefit of Corresponding Transfer Date Employees of
BSC or the Sellers residing inside the United States of America.

“VAT” means any value added tax imposed on the supply of goods and
services under European Union Directive 2006/112/EC (or under any rules,
regulation, orders or instruments authorized by that Directive) and any similar
value added tax pursuant to the laws of any jurisdiction which is not a member
of the European Union (including Canadian GST and Quebec Sales Tax), and
includes any interest or penalties in respect thereof.

“West Valley Facility” means the manufacturing facility located at
2405 West Orton Circle, West Valley City, UT 84119, which is subject to the
Lease, dated November 3, 2000, between H. W. Breinholt and BSC, as amended by
the Extension of Lease, dated October 16, 2005, and as amended by Extension of
Lease, dated October 15, 2010.

“West Valley Manufacturing Transfer Date” has the meaning given such
term in the Separation Agreement.

“West Valley Transfer Employee” means an employee of BSC or the
Sellers who is (i) set forth (either by name or, to the extent disclosure by
name is prohibited by applicable Law, by description of function) in Section
6.01 of the Disclosure Schedule under the heading West Valley Transfer Employees
and (ii) any other employee who is employed by BSC or the Seller in accordance
with the terms of the Separation Agreement between the Closing Date and the West
Valley Manufacturing Transfer Date and identified as a West Valley Transfer
Employee to the Purchaser (in each case, if such employee is still employed by
BSC or the Sellers on the West Valley Manufacturing Transfer Date).

Section 1.02 Definitions. The following terms have the meanings
set forth in the Sections set forth below:


Definition		Location

“2010 Bonus Pool”		6.02(b)(ii)
“Acquired Business”		5.11(b)
“Aggregate Deferred Amount”		2.07(b)
“Allocation Date”		2.03(b)
“Allocation Statement”		2.03(b)
“Allowed Requested Set-Off Payment”		8.08(g)
“Antitrust Laws”		5.04(a)


Definition		Location
“Assumed Liabilities”		2.02(a)
“Assumed Portion”		8.05(c)
“Audited Special Purpose Financial Statements”		5.09
“BSC”		Preamble
“BSC153s 401(k) Plan”		6.06(a)
“BSC Other Businesses”		2.02(b)(iv)
“Business Associate Agreement”		3.18(e)
“Closing”		2.05
“Closing Date”		2.05
“COBRA”		6.05
“Confidentiality Agreement”		5.03(a)
“Covers”		5.26(a)
“Defense Strategy”		8.05(c)
“Deferred Assets”		2.08(a)
“Deferred Closing”		2.08(b)
“Deferred Closing Countries”		2.08(a)
“Deferred Closing Country Amount”		2.07(b)
“Deferred Closing Date”		2.08(b)
“Deferred Liabilities”		2.08(a)
“Disallowed Requested Set-Off Payment”		8.08(f)
“Excess Cost”		Schedule 5.05
“End Date”		9.01(a)
“Escrow Account”		8.08(h)
“Excluded Assets”		2.01(b)
“Excluded Liabilities”		2.02(b)
“Existing Stock”		5.06(b)
“FDA”		3.17(a)
“Federal Health Care Program Laws”		3.18(c)
“Foreign Benefit Plan”		3.14(k)
“Incentive Compensation Continuation Period”		6.02(b)(i)
“Incentive Plans”		6.02(b)(i)
“Initial Purchase Price”		2.03(a)
“Loss”		8.02
“Material Contracts”		3.16(a)
“Milestone Payment”		2.04
“Milestone Payment Date”		8.08(c)
“Mixed Action”		8.05(c)
“Mixed Contract”		5.23
“Plans”		3.14(a)
“Permits”		3.08
“PIP”		6.02(b)(ii)
“Purchase Price”		2.03(a)
“Purchased Assets”		2.01(a)
“Purchaser”		Preamble
“Purchaser Affiliate”		10.06


Definition		Location
“Purchaser Indemnified Party”		8.02
“Purchaser153s 401(k) Plan”		6.06(b)
“Purchaser153s Employment Contingencies”		6.01(a)
“Recipient”		5.16
“Request Notice”		8.08(c)
“Requested Set-Off Payment”		8.08(c)
“Retained Names and Marks”		5.06(a)
“Seller Indemnified Party”		8.03
“Set-Off Claim”		8.08(b)
“Set-Off Dispute Notice”		8.08(d)
“Severance Plan Continuation Period”		6.02(c)
“Specified Representations and Warranties”		8.01
“Supplier”		5.16
“Tangible Personal Property”		2.01(a)(iv)
“Third Party Claim”		8.05(b)
“Third Party Firm”		2.03(b)
“Transferred Contracts”		2.01(a)(x)
“Transferred Employee”		6.01(a)
“Transferred Intellectual Property”		2.01(a)(vii)
“Transferred IP Agreements”		2.01(a)(viii)
“Transferred Permits”		2.01(a)(xii)
“Transferred Records”		2.01(a)(vi)
“Transferred Sales Materials”		2.01(a)(ix)
“Unaudited Special Purpose Financial Statements”		3.04(a)
“WARN”		6.04

Section 1.03 Interpretation and Rules of Construction. In this
Agreement, except to the extent otherwise provided or that the context otherwise
requires:

(a) when a reference is made in this Agreement to an Article, Section,
Exhibit or Schedule, such reference is to an Article or Section of, or an
Exhibit or Schedule to, this Agreement unless otherwise indicated;

(b) the table of contents and headings for this Agreement are for reference
purposes only and do not affect in any way the meaning or interpretation of this
Agreement;

(c) whenever the words “include,” “includes” or “including” are used in this
Agreement, they are deemed to be followed by the words “without limitation”;

(d) the words “hereof,” “herein” and “hereunder” and words of similar import,
when used in this Agreement, refer to this Agreement as a whole and not to any
particular provision of this Agreement;

(e) all terms defined in this Agreement have the defined meanings when used
in any certificate or other document made or delivered pursuant hereto, unless
otherwise defined therein;

(f) the definitions contained in this Agreement are applicable to the
singular as well as the plural forms of such terms;

(g) references to a Person are also to its successors and permitted assigns;

(h) the use of “or” is not intended to be exclusive unless expressly
indicated otherwise; and

(i) references to any Action that has been initiated but with respect to
which process or other comparable notice has not been served on or delivered to
BSC or the Sellers shall be deemed to be “threatened” rather than “pending.”

ARTICLE II

SALE AND PURCHASE

Section 2.01 Sale and Purchase of Assets. (a) Upon the terms
and subject to the conditions of this Agreement, effective as of the Closing (or
as of such later date as may be expressly provided in this Section 2.01(a),
Section 2.08 or in the Separation Agreement), BSC shall, and shall cause the
Sellers to, sell, assign, transfer, convey and deliver to the Purchaser or its
Purchaser Affiliates, free and clear of all Encumbrances (other than Permitted
Encumbrances) and the Purchaser shall, and shall cause its Purchaser Affiliates
to, purchase from BSC and the Sellers, all the right, title and interest of BSC
and the Sellers in and to all of the assets, properties, rights and claims of
BSC and the Sellers primarily used in or primarily related to the Business,
other than the Excluded Assets or as expressly provided in this Section 2.01(a)
or in the Ancillary Agreements (the “Purchased Assets“), including the
following:

(i) the Business as a going concern;

(ii) the goodwill of BSC and the Sellers primarily related to the Business;

(iii) (A) all rights in respect of the Leased Real Property and (B) all
rights granted to the Purchaser with respect to the Cork Purchaser Leased
Facility pursuant to the Cork Lease Agreement;

(iv) all tangible personal property used or held for use primarily in the
conduct of the Business, including the tangible personal property identified on
Section 2.01(a)(iv) of the Disclosure Schedule and all machinery, equipment,
furnishings, computer hardware, tangible copies of software or other code,
tools, furniture, fixtures and vehicles used primarily in the operation of the
Business, and all assets held for personal use such as cell phones, personal

computers, external storage devices and Blackberrys used by Transferred
Employees (collectively, the “Tangible Personal Property“);

(v) all finished goods inventory (including consigned inventory) and other
merchandise used or held for use primarily in the conduct of the Business and
maintained, held or stored by or for BSC or one or more of the Sellers, as of
the Closing Date, and any prepaid deposits for any of the same;

(vi) all books of account, general, financial, personnel records and
non-income Tax Returns (and supporting workpapers and other records), invoices,
shipping records, supplier lists, correspondence and other documents, records
and files of BSC and the Sellers, including filings with the FDA and other
Governmental Authorities and quality control histories to the extent pertaining
to the Products, in each case primarily related to the Business or the Purchased
Assets, (the “Transferred Records“); provided that BSC may redact
any information from such Transferred Records not pertaining to the Products or
primarily related to the Business prior to the delivery of such Transferred
Records to the Purchaser (provided that such redaction shall not impair any
information pertaining to the Products or primarily related to the Business
contained in the Transferred Records) and may retain a copy of any Transferred
Records;

(vii) only the Intellectual Property identified in Section 2.01(a)(vii) of
the Disclosure Schedule (the “Transferred Intellectual Property“);

(viii) subject to Section 5.05, only the rights of BSC or the Sellers under
the licenses of, and covenants not to assert with respect to, Intellectual
Property identified in Section 2.01(a)(viii) of the Disclosure Schedule (the
“Transferred IP Agreements“);

(ix) all sales, marketing and promotional literature and manuals, customer
and supplier lists, distribution lists, pre-clinical, clinical and marketing
studies and other sales-related materials of BSC and the Sellers, in each case
primarily related to the Products or the Business (the “Transferred Sales
Materials“); provided that BSC may redact any information from such
Transferred Sales Materials not primarily related to the Products or the
Business prior to the delivery of such Transferred Sales Materials to the
Purchaser (provided that such redaction shall not impair any information
primarily related to the Products or the Business contained in the Transferred
Sales Materials) and may retain a copy of any Transferred Sales Materials;

(x) subject to Section 5.05, all rights of BSC or the Sellers under all
Contracts exclusively related to the Business, other than the Transferred IP
Agreements (which are addressed in Section 2.01(a)(viii)) (and including all
real property leases contemplated by Section 2.01(a)(iii)(A) but excluding any
other real property leases) (the “Transferred Contracts“), including the
Contracts set forth on Section 2.01(a)(x) of the Disclosure Schedule;

(xi) all prepayments, security deposits, refunds and prepaid expenses to the
extent primarily related to the Business;

(xii) all transferable licenses, Permits, Registrations, authorizations,
orders and approvals from any Governmental Authority of BSC or the Sellers
relating to any Transferred Site or primarily related to the Business, including
those identified in Section 2.01(a)(xii) of the Disclosure Schedule (the
“Transferred Permits“); and

(xiii) all claims, defenses, causes of action, choses in action, rights of
recovery and rights of setoff or reimbursement of any kind (and rights under and
pursuant to all warranties, representations and guarantees made by suppliers of
products, materials, or equipment, or components thereof) of BSC or any of the
Sellers, primarily related to the Business or the Purchased Assets, including
rights to recover past, present and future damages in connection therewith.

(b) Notwithstanding anything in Section 2.01(a) to the contrary, the
Purchased Assets shall not include the right, title and interest of BSC and the
Sellers in, to and under the following assets, properties, rights and claims
(the “Excluded Assets“):

(i) the Purchase Price Bank Account;

(ii) all cash and cash equivalents, securities, and negotiable instruments of
BSC or any of the Sellers on hand, in lock boxes, in financial institutions or
elsewhere, including all cash residing in any collateral cash account securing
any obligation or contingent obligation of BSC, the Sellers or any of their
Affiliates;

(iii) all Accounts Receivable arising from the conduct of the Business prior
to 11:59 p.m. EST on the day immediately prior to the Closing Date;

(iv) all claims, defenses, causes of action, choses in action, rights of
recovery for reimbursement, contribution, refunds, indemnity or other similar
payment recoverable by BSC or the Sellers from or against any third party to the
extent relating to any Excluded Liabilities;

(v) all assets, properties, rights and claims in respect of the Contract
Manufacturing Sites, other than all rights of the Purchaser under the Ancillary
Agreements;

(vi) the company seal, minute books, charter documents, stock or equity
record books and such other books and records as pertain to the organization,
existence or capitalization of BSC, the Sellers or any of their Affiliates, as
well as any other records or materials relating to BSC generally and not
primarily associated with or primarily employed by BSC or any of the Sellers in
the conduct of the Business;

(vii) any capital stock of the Sellers;

(viii) any Plan and any assets of any such Plan;

(ix) except as set forth in Section 5.06, any and all rights in and to the
Retained Names and Marks;

(x) any asset, property, right or claim that is listed or described in
Section 2.01(b)(x) of the Disclosure Schedule;

(xi) all rights of BSC and the Sellers under this Agreement and the Ancillary
Agreements;

(xii) any rights to Tax refunds, credits or similar benefits to the extent
relating to the Excluded Taxes (but only to the extent that such Excluded Taxes
were paid by a Seller);

(xiii) non-income Tax Returns (and supporting work papers and other records)
of BSC and any of its Affiliates, other than those relating primarily to the
Purchased Assets or the Business, and income Tax Returns (and supporting work
papers and other records) of BSC and any of its Affiliates including the
Sellers;

(xiv) all current and prior insurance policies of BSC and its Affiliates and,
except as set forth in Section 5.21, all rights of any nature with respect
thereto, including all insurance recoveries thereunder and rights to assert
claims with respect to any such insurance recoveries; and

(xv) books of account, invoices, shipping records and other records to the
extent pertaining to Accounts Receivable referred to in Section 2.01(b)(iii) and
Accounts Payable referred to in Section 2.02(b)(i); provided, that BSC
shall provide to the Purchaser copies of all such books of account, invoices,
shipping records and other records redacted to exclude any information not
pertaining to such Accounts Receivable and such Accounts Payable.

Section 2.02 Assumption and Exclusion of Liabilities. (a) Upon
the terms and subject to the conditions set forth in this Agreement, the
Purchaser shall assume, effective as of the Closing (or as of such later date as
may be expressly provided in Section 2.08, Section 5.23 or in the Separation
Agreement), and from and after the Closing (or such later date as may be
expressly provided in Section 2.08, Section 5.23 or in the Separation Agreement)
the Purchaser shall pay, perform and discharge when due, only the following
Liabilities of BSC and the Sellers relating to the Business or the Purchased
Assets, other than the Excluded Liabilities (the “Assumed Liabilities“):

(i) the obligations of BSC and the Sellers arising under the Transferred IP
Agreements and Transferred Contracts, whether arising prior to, on or after the
Closing Date (including all Liabilities arising out of or relating to

any termination or announcement or notification of an intent to terminate any
such Contract as a result of the transactions contemplated by this Agreement),
other than any such Liabilities that are either the subject of an action, suit
or arbitration pending on the Closing Date or the subject of a claim with
respect to which BSC or any of its Affiliates has received written notice on or
prior to the Closing Date;

(ii) all Liabilities for product warranty service claims and all Product
Liabilities, whether arising prior to, on or after the Closing Date, other than
Liabilities that are either the subject of an action, suit or arbitration
pending on the Closing Date or the subject of a claim with respect to which BSC
or any of its Affiliates has received written notice on or prior to the Closing
Date;

(iii) all Liabilities arising out of or relating to any claim that the
manufacture, use, importation, sale or offer for sale of Products sold by
Purchaser or its Affiliates on or after the Closing Date (regardless of whether
such Products existed prior to the Closing Date) infringes, misappropriates, or
violates any Person153s Intellectual Property rights or that Products sold by
Purchaser or its Affiliates on or after the Closing Date (regardless of whether
such Products existed prior to the Closing Date) are falsely marked with patent
numbers;

(iv) all Liabilities that the Purchaser expressly has assumed or agreed to
pay, or be responsible for, pursuant to the terms of this Agreement or of any
Ancillary Agreement;

(v) fifty percent (50%) of all Conveyance Taxes as provided in Section 5.15;
and

(vi) 100% of all Recoverable Taxes that are recoverable by the Purchaser
under applicable Law.

Notwithstanding anything to the contrary contained herein, the Assumed
Liabilities set forth in Section 2.02(a)(i) shall not include and the Purchaser
shall not assume or have any responsibility for, and BSC shall, and shall cause
the Sellers to, retain and be responsible for paying, performing and discharging
when due, any Excluded Liabilities set forth in Sections 2.02(b)(i) through
(xiv).

(b) BSC shall, and shall cause the Sellers to, retain and be responsible for
paying, performing and discharging when due, and the Purchaser shall not assume
or have any responsibility for, any Liability not expressly included in the
Assumed Liabilities (the “Excluded Liabilities“), including the following
Liabilities:

(i) all Accounts Payable arising from the conduct of the Business prior to
11:59 p.m. EST on the day immediately prior to the Closing Date;

(ii) all Excluded Taxes;

(iii) all Liabilities for customs duties arising from the conduct of the
Business on or prior to the Closing Date;

(iv) all Liabilities to the extent relating to or arising out of assets or
businesses of BSC or any of its Affiliates that are not included in the
Purchased Assets (including the Excluded Assets) (the “BSC Other
Businesses“);

(v) all intercompany and intracompany receivables, payables, loans and
investments related to the Business;

(vi) (A) with respect to each of the Transferred Sites, all Environmental
Liabilities arising on or prior to the applicable Facility Transfer Date,
including (1) the presence or Release of any Hazardous Materials at, on, under
or from any of the Transferred Sites on or prior to the applicable Facility
Transfer Date; (2) the disposal, on or prior to the applicable Facility Transfer
Date, of any Hazardous Materials generated by BSC or any Seller or that relates
to, or arises out of, directly or indirectly, the operation of the Business or
BSC153s or any Seller153s ownership, control or use of the Purchased Assets; and (3)
the violation of any Environmental Law on or prior to the applicable Facility
Transfer Date and (B) any other Liabilities under Environmental Law, including
any such Liabilities relating to any other facility used by BSC or any of its
Affiliates in connection with the Business, arising on or prior to the Closing
Date;

(vii) all Liabilities arising from (A) the matters listed in Section 3.07 of
the Disclosure Schedule, (B) actions, suits or arbitrations pending on the
Closing Date, or (C) matters that are the subject of a claim with respect to
which BSC or any of its Affiliates has received written notice on or prior to
the Closing Date and that would, in the case of clause (B) or (C), be required
to be listed on such section of the Disclosure Schedule if existing on the date
of this Agreement;

(viii) fifty percent (50%) of all Conveyance Taxes as provided in Section
5.15;

(ix) 100% of all Recoverable Taxes that are recoverable by BSC or any Seller
under applicable Law;

(x) all Liabilities arising out of or relating to any claim that the
manufacture, use, importation, offer for sale or sale of any Products sold by
BSC or its Affiliates prior to the Closing Date infringes, misappropriates, or
violates any Person153s Intellectual Property rights or that Products sold by BSC
or its Affiliates prior to the Closing Date are falsely marked with patent
numbers;

(xi) all Liabilities that BSC and the Sellers have expressly assumed or
agreed to pay, or be responsible for, pursuant to the terms of this Agreement or
any Ancillary Agreement;

(xii) except to the extent expressly assumed in Article VI, all Liabilities
in any way attributable to (A) any Corresponding Transfer Date Employee who does
not become a Transferred Employee and all other employees of BSC or the Sellers,
including the Former Employees, in any case, whether arising prior to, on or
after the applicable Employee Transfer Date, (B) the Transferred Employees to
the extent arising or otherwise attributable to the period on or prior to the
applicable Employee Transfer Date, and (C) the Plans;

(xiii) all Liabilities arising (A) under the Agreement dated November 13,
1998, between the Industrial Development Agency (Ireland) and Boston Scientific
Cork Limited (x) prior to the Cork Manufacturing Transfer Date in respect of the
Cork Facility, or (y) after the Cork Manufacturing Transfer Date in respect of
the portion of the Cork Facility that is not a Transferred Site, (B) prior to
the West Valley Manufacturing Transfer Date under the Lease dated November 3,
2000, between H.W. Breinhold and BSC, as amended by the Extension of Lease,
dated October 16, 2005, in respect of the West Valley Facility, and (C) prior to
the Closing Date under the Industrial Space Lease dated January 1, 2007, between
JER BTP II, LLC and BSC in respect of the Fremont Building #4 Facility; and

(xiv) all Liabilities arising from any failure by BSC or any of the Sellers
to comply with any FDA Laws, Federal Health Care Program Laws or the Foreign
Corrupt Practices Act of 1977, as amended, or any other federal, foreign, or
state anti-corruption or anti-bribery Law or requirement in connection with the
Business or the Products on or prior to the Closing Date.

Section 2.03 Purchase Price; Allocation of Purchase Price. (a)
The purchase price for the Purchased Assets (the “Purchase Price“) shall
consist of $1,400,000,000 (the “Initial Purchase Price“), (ii) the
Milestone Payments contemplated by Section 2.04 and (iii) the Assumed
Liabilities. To the extent that any amount of VAT is required to be paid with
respect to any payment made by the Purchaser to BSC under this Section 2.03 or
under Section 2.04, the amount of such payment shall be increased to include the
amount of VAT so required to be paid.

(b) Within thirty (30) days after the date hereof, the Purchaser shall
provide to BSC, for income Tax purposes, the Purchaser153s proposed allocation of
the Purchase Price among the Purchased Assets (the “Allocation
Statement“). BSC shall review the Allocation Statement and, to the extent
BSC in good faith disagrees with the content of the Allocation Statement, BSC
shall, within twenty-one (21) days after receipt of the Allocation Statement,
provide written notice to the Purchaser of such disagreement, which notice shall
contain specific items of disagreement and reasons therefor. If BSC does not
object by written notice within such 21-day period, the Purchaser153s Allocation
Statement shall be final, binding and conclusive for all purposes hereunder and
for all Tax purposes. If BSC notifies the Purchaser that it objects to the
Allocation Statement, the parties will attempt in good faith to resolve any such
disagreement until the 90th day following the Closing Date (the “Allocation
Date“). If the parties cannot resolve their differences at least five (5)
days prior to the Closing Date, the Allocation Statement will become an
estimated allocation used for purposes of the

Closing. If the parties cannot resolve their differences by the Allocation
Date, the issues in dispute shall be referred to a third party firm that has
expertise in valuation matters and that is mutually agreeable to the Purchaser
and BSC (the “Third Party Firm“) and the decision of the Third Party Firm
will be binding on the parties. The decision will be reflected in a revised
Allocation Statement which will be considered the final allocation. The costs of
the Third Party Firm shall be borne equally by the Purchaser and BSC.

(c) The Purchaser and BSC each agree to file, and to cause their respective
Affiliates to file, their income Tax Returns and all other Tax Returns and
necessary forms in such a manner as to reflect the allocation of the
consideration as determined in accordance with Section 2.03(b), and shall take
no position inconsistent therewith in any audit, litigation or other proceeding.

Section 2.04 Milestone Payments. No later than five (5)
Business Days after the occurrence of an event described in this Section 2.04,
the Purchaser shall deposit in the Purchase Price Bank Account the applicable
payment associated with such event as specified below (any such payment, a
“Milestone Payment“), less any withholding of Taxes required by
applicable Law (provided that the Purchaser and BSC shall cooperate in good
faith to determine the amount of any such Taxes required to be withheld);
provided that if the event described in Section 2.04(a) occurs prior to
the Closing Date, the Purchaser shall deposit in the Purchase Price Bank Account
on the Closing Date the Milestone Payment applicable to such event:

(a) $50,000,000 if (i) the FDA provides written notification of clearance of
the 510(k) submission for the Target^TM Detachable Coils provided to
the Purchaser by BSC prior to the date of this Agreement; provided that
the parties agree that any deviations from such form in the written notification
of such clearance from the FDA shall be disregarded for purposes of this Section
2.04(a) to the extent such deviations would not change the indications for use
contained in such 510(k) submission and otherwise would not materially and
adversely delay or affect the Purchaser153s ability to market and sell
Target^TM Detachable Coils (it being agreed that any requirement that
post-market clinical trials be conducted will not by itself constitute a
material and adverse effect for this purpose), and (ii) BSC has at least 3,500
units of Target^TM Detachable Coils in inventory that comply with, and
are available to be delivered pursuant to, the terms of the Supply Agreement;

(b) $15,000,000 following the completion of the Cork Separation Activities
(as such term is defined in the Separation Agreement) in accordance with the
terms of the Separation Agreement, which may occur prior to the Cork
Manufacturing Transfer Date;

(c) $15,000,000 following the occurrence of the Cork Manufacturing Transfer
Date in accordance with the terms of the Separation Agreement;

(d) $10,000,000 following the occurrence of the Fremont Manufacturing
Transfer Date in accordance with the terms of the Separation Agreement; and

(e) $10,000,000 following the occurrence of the West Valley Manufacturing
Transfer Date in accordance with the terms of the Separation Agreement.

Section 2.05 Closing. Subject to the terms and conditions of
this Agreement, the sale and purchase of the Purchased Assets and the assumption
of the Assumed Liabilities contemplated by this Agreement shall take place at a
closing (the “Closing“) to be held at the offices of Shearman &
Sterling LLP, 599 Lexington Avenue, New York, New York at 10:00 A.M. New York
time on the fifth Business Day following the satisfaction or waiver of the
conditions to the obligations of the parties hereto set forth in Sections 7.01
and 7.02 (other than those conditions which, by their terms, are to be satisfied
at the Closing, but subject to the satisfaction or waiver of those conditions)
or at such other place or at such other time or on such other date as BSC and
the Purchaser may mutually agree upon in writing. The day on which the Closing
takes place being the “Closing Date“.

Section 2.06 Closing Deliveries by BSC. At the Closing, BSC
shall, and shall cause the Sellers to, deliver to the Purchaser:

(a) duly executed counterparts of each Ancillary Agreement to which one or
more of BSC and the Sellers is a party and such other instruments, in form and
substance reasonably satisfactory to the Purchaser, as may be required to
transfer the Purchased Assets to the Purchaser;

(b) a receipt for the Initial Purchase Price (and any Milestone Payment paid
pursuant to Section 2.04(a)) less the Aggregate Deferred Amount;

(c) from BSC and each Seller that is transferring a U.S. real property
interest within the meaning of Section 897(c) of the Code, a certificate of
non-foreign status pursuant to Section 1.1445-2(b)(2) of the Regulations; it
being understood that notwithstanding anything to the contrary contained herein,
if BSC or any Seller fails to provide the Purchaser with such certification, the
Purchaser shall be entitled to withhold the requisite amount from the Initial
Purchase Price in accordance with Section 1445 of the Code and the applicable
Regulations and that any amount so withheld shall be considered to have been
paid by the Purchaser to BSC or any such Seller;

(d) the following documents in BSC153s or the Sellers153 possession: (i) patent
assignment documents demonstrating ownership by BSC or a Seller of the
Transferred Intellectual Property, and (ii) copies of all written opinions of
outside counsel to BSC or any Seller providing a legal opinion concerning the
non-infringement or non-appropriation by a Product of any Person153s Intellectual
Property, including whether such Intellectual Property is invalid or
unenforceable;

(e) a true and complete copy, certified by the Secretary or Assistant
Secretary of BSC or the Sellers, as the case may be, of the resolutions duly and
validly adopted by the Board of Directors of each such Person and (to the extent
necessary to authorize due execution and delivery) the equity holders of each
Seller, evidencing their authorization of the execution and delivery of this
Agreement and any Ancillary Agreement to which such Person is, or will on the
Closing Date be, party and the consummation of the transactions contemplated
hereby and thereby; and

(f) the certificate referenced in Section 7.02(a)(iii).

Section 2.07 Closing Deliveries by the Purchaser. At the
Closing, the Purchaser shall, and shall cause its Purchaser Affiliates to:

(a) deliver to BSC an amount equal to the Initial Purchase Price (and the
Milestone Payment, if any, due pursuant to Section 2.04(a)) less the sum of (x)
the Aggregate Deferred Amount and (y) any withholding of Taxes required by
applicable Law (provided that the Purchaser and BSC shall cooperate in good
faith to determine the amount of any such Taxes required to be withheld), by
wire transfer in immediately available funds to the Purchase Price Bank Account
or, in the event that a local payment of the relevant portion of the Initial
Purchase Price is required in a particular jurisdiction, such other bank
accounts to be designated by BSC in a written notice to the Purchaser at least
five (5) Business Days before the Closing;

(b) deposit with the Escrow Agent an amount (the “Aggregate Deferred
Amount“) equal to the aggregate amount of the Purchase Price allocable to
each Deferred Closing Country in U.S. dollars (each such amount, a “Deferred
Closing Country Amount“), to be released in accordance with the terms of the
Escrow Agreement; provided that if the Escrow Agreement is not executed
as of the Closing Date, the Purchaser shall withhold from the Initial Purchase
Price the Aggregate Deferred Amount and deposit such amount with the Escrow
Agent concurrently with the execution and delivery of the Escrow Agreement and
the establishment of the escrow account thereunder;

(c) deliver to BSC duly executed counterparts of each Ancillary Agreement to
which the Purchaser or any of its Affiliates is a party;

(d) deliver to BSC a true and complete copy, certified by the Secretary or
Assistant Secretary of the Purchaser, of the resolutions duly and validly
adopted by the Board of Directors of the Purchaser evidencing its authorization
of the execution and delivery of this Agreement and the Ancillary Agreements to
which it is, or will on the Closing Date be, party and the consummation of the
transactions contemplated hereby and thereby;

(e) deliver to BSC a true and complete copy, certified by the Secretary or
Assistant Secretary of the applicable Purchaser Affiliate, of the resolutions
duly and validly adopted by the Board of Directors and (to the extent necessary
to authorize due execution and delivery) the equity holders of each of the
Purchaser Affiliates evidencing their authorization of the execution and
delivery of the Ancillary Agreements to which such Purchaser Affiliate is, or
will on the Closing Date be, party and the consummation of the transactions
contemplated thereby; and

(f) deliver to BSC the certificate referenced in Section 7.01(a)(iii).

Section 2.08 Deferred Closings. (a) Notwithstanding anything to
the contrary contained in this Agreement, the sale, assignment, transfer,
conveyance, delivery and purchase of the Purchased Assets (the “Deferred
Assets“) located in the jurisdictions listed on Schedule 2.08(a) (the
“Deferred Closing Countries“), and the assumption of the Assumed
Liabilities (the “Deferred Liabilities“) relating to the Business
conducted in the Deferred Closing Countries or relating to such Deferred Assets
shall not occur on the Closing Date.

(b) The sale, assignment, transfer, conveyance, delivery and purchase of the
Deferred Assets, and the assumption of the Deferred Liabilities with respect to
a Deferred Closing Country shall take place at a closing on the Distribution
Country Transition Date (as defined in the Distribution Agreement) for such
Deferred Closing Country (each such closing, a “Deferred Closing“) to be
held at the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New
York, New York at 10:00 a.m. New York time on such date, or at such other place
or on such other date or at such other time, as BSC and the Purchaser may
mutually agree upon in writing (each day on which a Deferred Closing takes
place, being a “Deferred Closing Date“); provided that if the
Distribution Country Transition Date for any Deferred Closing Country is not
scheduled to occur prior to the termination of the Distribution Agreement, the
Deferred Closing for each such Deferred Closing Country shall occur on the End
Date (as defined in the Distribution Agreement).

(c) At each Deferred Closing, the parties hereto shall, and shall cause their
respective Affiliates to, execute and deliver the applicable OUS Transfer
Agreement in respect of the applicable Deferred Closing Country and such other
documents and instruments, as may be reasonably necessary to transfer the
Deferred Assets and Deferred Liabilities in such Deferred Closing Country. The
forms of the OUS Transfer Agreements to be executed on each Deferred Closing
Date in respect of each Deferred Closing Country (other than China) are attached
hereto as Exhibit 2.08(c). The form of the OUS Transfer Agreement in respect of
China shall be subject to Section 5.24(b).

(d) Notwithstanding anything contained herein to the contrary, but subject to
Section 2.08(b), other than the occurrence of the applicable Distribution
Country Transition Date, there shall be no conditions required to be satisfied
or waived prior to a Deferred Closing in order to consummate the transactions
contemplated by this Section 2.08 with respect to a Deferred Closing Country.

(e) During the period between the Closing Date and the applicable Deferred
Closing Date, the parties hereto shall, and shall cause their respective
Affiliates to, cooperate fully and use commercially reasonable efforts to take
such actions with respect to each Deferred Closing Country as may be reasonably
requested by the other party hereto in order to permit the transfer of the
Deferred Assets and Deferred Liabilities in such Deferred Closing Country in
accordance with this Section 2.08.

(f) Between the Closing Date and the Deferred Closing Date, BSC (through its
Affiliates) shall be the distributor of Products for the Purchaser (or its
applicable Affiliate) in each of the Deferred Closing Countries in accordance
with the terms of the Distribution Agreement. Prior to the occurrence of a
Deferred Closing, subject to the terms of the Distribution Agreement, all
Deferred Assets in a Deferred Closing Country shall be held for the account of
BSC and its Affiliates and all Deferred Liabilities shall be retained by BSC and
its Affiliates.

(g) From the Closing Date to the Deferred Closing Date, subject to the terms
of the Distribution Agreement, unless the context clearly requires otherwise and
except for purposes of Article V (other than Sections 5.02, 5.05, 5.06(b),
5.12(a), 5.14, 5.21, 5.22, 5.23 and 5.24(b)), Article VII, Article VIII and
Article IX, all references in this Agreement to the

“Closing” or the “Closing Date” shall, with respect to any Deferred Closing
Country, be deemed to refer to the Deferred Closing or the Deferred Closing Date
for each such Deferred Closing Country, respectively, and the parties hereto
shall continue to comply with all covenants and agreements contained in this
Agreement that are required by their terms to be performed prior to the Closing
and are deemed to refer to a Deferred Closing in respect of the Deferred Closing
Countries.

(h) On the Deferred Closing Date for a Deferred Closing Country, the
Purchaser shall pay, or cause the applicable Purchaser Affiliate to pay, as
applicable, the relevant Deferred Closing Country Amount to the applicable
Seller on the Deferred Closing, less any withholding of Taxes required by
applicable Law (provided that the Purchaser and BSC shall cooperate in good
faith to determine the amount of any such Taxes required to be withheld), by
wire transfer in immediately available funds to the Purchase Price Bank Account
or, in the event that a local payment of such amount is required in a particular
jurisdiction, such other bank accounts to be designated by BSC in a written
notice to the Purchaser at least five (5) Business Days before such Deferred
Closing.

Section 2.09 Other Transfers. The parties acknowledge that the
sale, assignment, transfer, conveyance, delivery and purchase of the Purchased
Assets, and the assumption of the Assumed Liabilities, relating to the Business
conducted in the Philippines, Taiwan and Thailand shall not occur on the Closing
Date, but shall occur on a later date and in a manner as mutually agreed by the
parties within a reasonable time period after Closing.

ARTICLE III

REPRESENTATIONS AND WARRANTIES
OF BSC

Subject to such exceptions as disclosed in the Disclosure Schedule, BSC
hereby represents and warrants to the Purchaser as follows:

Section 3.01 Organization, Authority and Qualification of BSC and
the Sellers. Each of BSC and the Sellers is a corporation (or similar
entity) duly organized, validly existing and in good standing, (or, in each
case, the equivalent concept in the applicable jurisdiction of organization)
under the laws of the jurisdiction of its organization and has all necessary
power and authority to enter into and deliver this Agreement and the Ancillary
Agreements to which it is, or will on the Closing Date be, party, to carry out
its obligations hereunder and thereunder and to consummate the transactions
contemplated hereby and thereby, except where failure to do so would not have a
Material Adverse Effect. The execution and delivery of this Agreement and the
Ancillary Agreements to which it is, or will on the Closing Date be, party by
BSC and each Seller, the performance by BSC and each Seller of its obligations
hereunder and thereunder and the consummation by BSC and each Seller of the
transactions contemplated hereby and thereby have been duly authorized by all
requisite action on the part of BSC and each Seller. This Agreement and the
Ancillary Agreements to which it is, or will on the Closing Date be, party have
been, or will, on the Closing Date, be duly executed and delivered by BSC and
each Seller and (assuming due authorization, execution and delivery

by the Purchaser) this Agreement and the Ancillary Agreements to which it is,
or will on the Closing Date be, party constitute, or will on the Closing Date
constitute, the legal, valid and binding obligations of BSC and each Seller
enforceable against each such Person in accordance with their respective terms.

Section 3.02 No Conflict. Assuming compliance with the
pre-merger notification and waiting period requirements of the HSR Act and the
making and obtaining of all filings, notifications, consents, approvals,
authorizations and other actions referred to in Section 3.03, and except as may
result from any facts or circumstances relating solely to the Purchaser, the
execution, delivery and performance of this Agreement and the Ancillary
Agreements to which it is, or will on the Closing Date be, party by BSC and each
Seller do not and will not (a) violate, conflict with or result in the breach of
the certificate of incorporation or bylaws (or similar organizational documents)
of BSC or any Seller, (b) conflict with or violate any Law or Governmental Order
applicable to BSC or any Seller or any of their respective properties, assets or
businesses, including the Business or (c) conflict with, result in any breach
of, constitute a default (or event which with the giving of notice or lapse of
time, or both, would become a default) under, require any consent under, result
in the creation of any Encumbrance upon any of the Purchased Assets, or give to
any Person any rights of termination, acceleration or cancellation of, any note,
bond, mortgage or indenture, Contract, permit, franchise or other instrument or
arrangement (or right thereunder) related to the Business to which BSC or any
Seller is a party or by which any of them or any of their properties or assets
are bound, except, in the case of clauses (b) and (c), as would not have a
Material Adverse Effect.

Section 3.03 Governmental Consents and Approvals. The
execution, delivery and performance of this Agreement and each Ancillary
Agreement to which it is, or will on the Closing Date be, party by BSC and each
Seller do not and will not require any consent, approval, authorization or other
order of, action by, filing with or notification to, any Governmental Authority,
except (a) the pre-merger notification and waiting period requirements of the
HSR Act, (b) any additional consents, approvals, authorizations, filings and
notifications required under any other applicable Antitrust Laws, (c) where
failure to obtain such consent, approval, authorization or action, or to make
any such filing or notification would not have a Material Adverse Effect, or (d)
as may be necessary as a result of any facts or circumstances relating solely to
the Purchaser or any of its Affiliates.

Section 3.04 Financial Information. (a) True and complete
copies of (i) the unaudited special purpose statement of assets to be acquired
and liabilities to be assumed of the Business for the fiscal years ended as of
December 31, 2008 and December 31, 2009 and for the six months ended June 30,
2010, and the related unaudited special purpose statements of revenue and direct
expenses of the Business (collectively, the “Unaudited Special Purpose
Financial Statements“) have been delivered by BSC to the Purchaser.

(b) The Unaudited Special Purpose Financial Statements, except as may be
indicated in the notes thereto, if any, (i) were prepared from the books of
account of BSC and the Sellers, (ii) present fairly in all material respects the
items reflected thereon, as of the dates thereof or for the periods covered
thereby and (iii) were prepared in accordance with BSC policies consistently
applied (which are consistent with U.S. GAAP except as otherwise expressly set
forth therein). The books of account of BSC and the Sellers used for the
Unaudited

Special Purpose Financial Statements are correct in all material respects and
have been maintained in accordance with sound business and accounting practices
and BSC153s internal control procedures.

(c) The Audited Special Purpose Financial Statements will, when furnished to
the Purchaser, except as may be indicated in the notes thereto, (i) be prepared
from the books of account of BSC and the Sellers, (ii) present fairly in all
material respects the items reflected thereon, as of the dates thereof or for
the periods covered thereby and (iii) be prepared in accordance with BSC
policies consistently applied (which are consistent with U.S. GAAP except as
otherwise expressly set forth therein). The books of account of BSC and the
Sellers that will be used for the Audited Special Purpose Financial Statements
are correct in all material respects and have been maintained in accordance with
sound business and accounting practices and BSC153s internal control procedures.

Section 3.05 Absence of Undisclosed Material Liabilities. There
are no material Liabilities of BSC or the Sellers relating to the Business,
other than (a) Liabilities reflected or reserved against on the Unaudited
Special Purpose Financial Statements, (b) as set forth in Section 3.05 of the
Disclosure Schedule and (c) trade payables and accrued expenses incurred since
December 31, 2009 in the ordinary course of business consistent with past
practice.

Section 3.06 Conduct in the Ordinary Course. Since December 31,
2009, (a) the Business has been conducted in the ordinary course consistent with
past practice, (b) there has not been any circumstance, change, effect,
development or condition, which has had a Material Adverse Effect and (c) none
of BSC and the Sellers (to the extent it relates to the Business) has taken any
action that, if taken after the date hereof, would constitute a violation of
Section 5.01(b)(i) through (xii).

Section 3.07 Litigation. There is no material Action by or
against BSC or any of the Sellers (and relating to the operation or conduct of
the Business or the ownership, sale or lease of any of the Purchased Assets or
which would otherwise be an Assumed Liability) pending or, to the Knowledge of
BSC, threatened, before any Governmental Authority.

Section 3.08 Compliance with Laws; Permits. Except with respect
to Environmental Laws, Intellectual Property, Plans, Taxes, and certain matters
relating to regulatory compliance (which are exclusively addressed in Sections
3.09, 3.10, 3.14, 3.15, 3.17 and 3.18, respectively), BSC and the Sellers have
conducted and continue to conduct the Business in accordance in all material
respects with all Laws and Governmental Orders applicable to the Business and
the Purchased Assets, and none of BSC or any of its Affiliates is in violation
of any such Law or Governmental Order. Except with respect to Registrations
(which are exclusively addressed in Section 3.17), BSC and the Sellers hold all
licenses, permits, product registrations, authorizations, orders and approvals
from, and have made all filings, applications and registrations with, each
Governmental Authority (collectively, the “Permits“) necessary for the
operation of the Business as it is conducted as of the date hereof and as
currently proposed to be conducted, except where the failure to make such
filings, applications or registrations would not have a Material Adverse Effect,
BSC and the Sellers have conducted and

continue to conduct the Business pursuant to and in compliance in all
material respects with the terms of all such Permits. Section 3.08 of the
Disclosure Schedule sets forth each material Permit and such Permits (including
the Transferred Permits) are valid and in full force and effect and neither BSC
nor any Seller is in or has been in material default under any such Permit, and
to the Knowledge of BSC, no condition exists that with the notice or lapse of
time or both would constitute a material default under such Permits.

Section 3.09 Environmental Matters. (a)(i) Each of BSC and the
Sellers (to the extent it relates to the Business) is in material compliance
with all applicable Environmental Laws (which compliance includes the possession
of all material Environmental Permits, and material compliance with the terms
and conditions thereof), and BSC and the Sellers have not received any
unresolved notice from any Governmental Authority that alleges that BSC is not
in such compliance with applicable Environmental Laws, (ii) there is no material
Environmental Claim pending or, to BSC153s Knowledge, threatened in writing,
against BSC or any of the Sellers (to the extent relating to the Business) or,
to BSC153s Knowledge, against any person or entity whose liability for any
Environmental Claim BSC or any of the Sellers (to the extent relating to the
Business) has or may have retained or assumed either contractually or by
operation of Law, and (iii) there are no past or present actions, activities,
circumstances, conditions, events or incidents, including the Release,
threatened Release or presence of any Hazardous Material by BSC or any Seller
which would reasonably be expected to form the basis of any material
Environmental Claim against BSC and the Sellers (to the extent it relates to the
Business).

(b) BSC and the Sellers have delivered for inspection to the Purchaser copies
of any reports, studies or analyses issued in the past five (5) years and
possessed or initiated by BSC or the Sellers, pertaining to Hazardous Materials
in, on, beneath or adjacent to any of the Transferred Sites, or regarding BSC153s
or any of the Sellers153 compliance with or liability under applicable
Environmental Laws.

Section 3.10 Intellectual Property.

(a) The Business Intellectual Property, together with the Intellectual
Property licensed under the Ancillary Agreements (assuming the receipt of the
consents and approvals set forth on Section 3.02 of the Disclosure Schedule for
Purchaser to practice any Intellectual Property in the Transferred IP Agreements
and Third Party Licenses (as that term is defined in the Seller IP License
Agreement)), is all of the Intellectual Property owned by or licensed to BSC or
the Sellers that is necessary to make, use, sell, offer to sell, import,
distribute, market or otherwise exploit the Products, as such activities are
performed by BSC or the Sellers in the Business as currently conducted,
including with respect to the commercialization of the Target132 Detachable Coil
and the InZone132 Detachment System.

(b) BSC or a Seller owns the entire right, title and interest in and to, each
item of the Transferred Intellectual Property, free and clear of any
Encumbrances (other than Permitted Encumbrances). There is no Action pending or,
to the Knowledge of BSC, threatened in writing, by any Person contesting the
ownership or validity of the Transferred Intellectual Property. To the Knowledge
of BSC, none of the Transferred Intellectual Property is now involved in any
reissue proceeding.

(c) Other than Transferred Intellectual Property abandoned in the ordinary
course of business consistent with past practice, BSC and each Seller have taken
commercially reasonable and customary measures to protect and safeguard the
proprietary nature of the material Business Intellectual Property.

(d) To the Knowledge of BSC, the operation, manufacturing, testing,
marketing, offer for sale, sale, importation or use of the commercialized
Products and the Target132 Detachable Coil and the InZone132 Detachment System, does
not infringe, misappropriate or violate any other Person153s valid and enforceable
Intellectual Property rights. There is no Action pending nor, to the Knowledge
of BSC, threatened in writing against BSC or the Sellers concerning the
foregoing. Neither BSC nor any Seller is asserting rights in any of the
Transferred Intellectual Property against any other Person in any pending or
threatened Action concerning the infringement, misappropriation or violation of
the Transferred Intellectual Property. Neither BSC nor any Seller has any
Liabilities under any Transferred IP Agreement or Transferred Contract arising
out of or related to the infringement, misappropriation or violation of any
Person153s Intellectual Property to the extent based on events occurring or
actions taken prior to the Closing Date; provided that the foregoing
shall not require BSC to indemnify any Purchaser Indemnified Party under Section
8.02 for any Assumed Liabilities described in Section 2.02(a)(iii) and shall not
excuse the Purchaser from its obligation under Section 8.03 to indemnify the
Seller Indemnified Parties for such Assumed Liabilities.

(e) None of the Business Intellectual Property that is material to the
Business, including the patents marked on the labels of the Products
commercialized by the Business as of the Closing Date, has been finally adjudged
invalid or unenforceable by a Governmental Authority.

(f) To the extent that any material inventions, improvements, discoveries, or
information used in the Products has been conceived, developed or created for
BSC or the Sellers by another Person, BSC or the relevant Seller has, and
(assuming the receipt of the consents and approvals set forth on Section 3.02 of
the Disclosure Schedule for the Purchaser to practice any Intellectual Property
in the Transferred IP Agreements and Third Party Licenses (as that term is
defined in the Seller IP License Agreement)) will have assigned or licensed to
the Purchaser pursuant to this Agreement or the Ancillary Agreements, sufficient
rights to use such inventions, improvements, discoveries, or information within
the Business as currently conducted, including with respect to the
commercialization of the Target132 Detachable Coil and the InZone132 Detachment
System.

(g) The Purchaser acknowledges and agrees that (i) the representations and
warranties contained in Section 3.10(d) are the only representations and
warranties being made by BSC in this Agreement with respect to infringement,
misappropriation or other violation of Intellectual Property, (ii) no other
representation or warranty contained in this Agreement shall apply to
infringement, misappropriation or other violation of Intellectual Property and
(iii) no other representation or warranty, express or implied, is being made by
BSC with respect to infringement, misappropriation or other violation of
Intellectual Property.

(h) To the Knowledge of BSC, all of the registered trademarks identified in
Section 2.01(a)(vii) of the Disclosure Schedule are valid and enforceable.

Section 3.11 Real Property. (a) Section 3.11 of the Disclosure
Schedule lists the street address of each parcel of Leased Real Property and the
Cork Purchaser Leased Facility and the identity of the lessor, lessee and
current occupant (if different from lessee) of each such parcel of such
property. BSC and the Sellers have delivered to the Purchaser true and complete
copies of the leases (and all amendments, modifications and waivers thereto) in
effect as of the date hereof relating to the Leased Real Property and the Cork
Purchaser Leased Facility. BSC or a Seller, as applicable, has a good and valid
leasehold interest in, and the right to quiet enjoyment of, the Leased Real
Property and the land which is included in the Cork Purchaser Leased Facility
and good and marketable title to the improvements located on the land which is
included in the Cork Purchaser Leased Facility, free and clear of all
Encumbrances other than Permitted Encumbrances. There is no sublease, license or
other use or occupancy agreement in place with respect to any Leased Real
Property or the Cork Purchaser Leased Facility.

(b) Each of the Leased Real Property and the Cork Purchaser Leased Facility
is in good condition and repair and has been maintained in the ordinary course
of business consistent with past practice.

(c) The Leased Real Property, the Cork Purchaser Leased Facility and the
Contract Manufacturing Sites constitute all of the land, buildings, structures
and other improvements and fixtures used primarily for the operation of the
Business as currently conducted and as currently proposed to be conducted.

Section 3.12 Title to Purchased Assets; Sufficiency. (a) Except
with respect to the Leased Real Property and the Cork Purchaser Leased Facility,
as of the date of this Agreement and as of the Closing Date, one or more of BSC
and the Sellers has good, valid and marketable title, legal right or license to
use, or a valid leasehold interest in (in connection with the operation of the
Business as currently conducted and as currently proposed to be conducted), all
the Purchased Assets, free and clear of all Encumbrances, except Permitted
Encumbrances. Following the consummation of the transactions contemplated by
this Agreement and the execution of the instruments of transfer contemplated by
this Agreement, subject, in the case of Purchased Assets described in clauses
(viii), (x) and (xii) of Section 2.01(a), to receipt of necessary third party
consents and approvals including those set forth on Section 3.02 of the
Disclosure Schedule, and in respect of all other Purchased Assets, receipt of
the consents and approvals set forth on Section 3.02 of the Disclosure Schedule,
the Purchaser will own, with good, valid and marketable title, or lease, under
valid and subsisting leases, or have legal right or license to use, or otherwise
acquire the interests of BSC and the Sellers in, the Purchased Assets, free and
clear of any Encumbrances, other than Permitted Encumbrances. No representation
or warranty, express or implied, is being made by BSC in this Section 3.12(a)
with respect to issues of title to the Transferred Intellectual Property (which
is the subject of Section 3.10(b)).

(b) The Purchased Assets and the Cork Purchaser Leased Facility, together
with the licenses, services and assets to be provided to the Purchaser under the
Ancillary Agreements (subject to the terms and conditions thereof) are adequate
in all material respects to conduct the Business as currently conducted,
including with respect to the commercialization of the Target132 Detachable Coil
and the InZone132 Detachment System. At all times since

December 31, 2009, BSC and the Sellers have caused the Purchased Assets to be
maintained in accordance with good business practices consistent with past
practice, and all the Purchased Assets are in all material respects in good
operating condition and repair, normal wear and tear excepted, and are suitable
in all material respects for the purposes for which they are currently used.

Section 3.13 Labor Matters. (a) Neither BSC nor any of the
Sellers is party to or bound by any collective bargaining agreement, work rules
or practices, or any other labor-related agreements or arrangements with any
labor union, labor organization or works council in connection with the
Business; there are no such agreements, arrangements, work rules or practices
that pertain to any Corresponding Transfer Date Employees in connection with the
Business; no Corresponding Transfer Date Employees are represented by any labor
union, labor organization or works council with respect to their employment with
BSC or the Sellers in connection with the Business; from January 1, 2008, no
labor union, labor organization, works council, or group of Corresponding
Transfer Date Employees has made a pending demand for recognition or
certification in connection with the Business; and there are no representation
or certification proceedings or petitions seeking a representation proceeding
presently pending or threatened in writing to be brought or filed with the
National Labor Relations Board or any other labor relations tribunal or
authority in connection with the Business.

(b) From January 1, 2008, there has been no actual or, to the Knowledge of
BSC or the Sellers, threatened material arbitrations, material grievances, labor
disputes, strikes, lockouts, slowdowns or work stoppages against or affecting
BSC or the Sellers in connection with the Business.

(c) BSC and the Sellers are in material compliance with all applicable Laws
respecting employment and employment practices in connection with the Business,
including all Laws respecting terms and conditions of employment, health and
safety, wages and hours, child labor, immigration, employment discrimination,
disability rights or benefits, equal opportunity, plant closures and layoffs,
affirmative action, workers153 compensation, labor relations, employee leave
issues and unemployment insurance.

(d) With respect to the Business, BSC and the Sellers (i) have taken
reasonable steps to properly classify and treat all of their workers as
independent contractors or employees, (ii) have taken reasonable steps to
properly classify and treat all of their employees as “exempt” or “non-exempt”
from overtime requirements under applicable Law, and (iii) are not delinquent in
any payments to, or on behalf of, any current or former independent contractors
or employees for any services or amounts required to be reimbursed or otherwise
paid.

(e) Since January 1, 2008, neither BSC nor any of the Sellers has received
(i) notice of any charges, complaints, grievances or arbitration procedures
pending or threatened before the National Labor Relations Board, Equal
Employment Opportunity Commission, or any other Governmental Authority against
it in connection with the Business, or (ii) notice of the intent of any
Governmental Authority responsible for the enforcement of labor, employment,
wages and hours of work, child labor, immigration, worker classification, or
occupational safety and health Laws to conduct an investigation with respect to
or relating to it or notice that such investigation is in progress, or notice of
any complaint, lawsuit or other

proceeding pending or threatened in any forum by or on behalf of any
Corresponding Transfer Date Employee alleging breach of any express or implied
contract of employment, any applicable Law governing employment or the
termination thereof or other discriminatory, wrongful or tortious conduct in
connection with the employment relationship in connection with the Business.
Solely for purposes of this Section 3.13(e), “notice” shall mean written notice
or, with respect to any other form of notice, notice of which BSC has Knowledge.

Section 3.14 Employee Benefit Matters. (a) Section 3.14(a) of
the Disclosure Schedule lists, as of the date hereof, (i) all employee benefit
plans (as defined in Section 3(3) of ERISA) and all bonus, stock option, stock
purchase, restricted stock, incentive, deferred compensation, health, welfare,
disability, retiree medical or life insurance, retirement, supplemental
retirement, profit sharing, pension, severance termination pay, retention
payments/arrangements or other benefit plans, programs, policies or
arrangements, and all employment, termination or severance contracts or
agreements, to which any of BSC and the Sellers is a party; provided
that any governmental plan or program requiring the mandatory payment of social
insurance taxes or similar contributions to a governmental fund with respect to
the wages of an employee shall not be considered a “Plan”; (ii) each employee
benefit plan for which BSC or a Seller could incur liability under Section 4069
of ERISA in the event such plan has been or were to be terminated and (iii) any
plan in respect of which BSC or a Seller could incur liability under Section
4212(c) of ERISA, in the case of each plan described in (i), (ii) and (iii),
with respect to which BSC or a Seller has any obligation in respect of any
Corresponding Transfer Date Employee or which are maintained, contributed to or
sponsored by BSC, a Seller or any of their respective ERISA Affiliates for the
benefit of any Corresponding Transfer Date Employee (collectively, the
“Plans“). Each U.S. Plan is in writing.

(b) With respect to each of the U.S. Plans, BSC or the Sellers have delivered
or made available to the Purchaser complete copies of each of the following
documents: (i) the Plan (including all amendments thereto); (ii) the annual
report and actuarial report, if required under ERISA or the Code, for the most
recent completed plan year; (iii) the most recent Summary Plan Description,
together with each Summary of Material Modifications, if required under ERISA;
(iv) if the U.S. Plan is funded through a trust or any third party funding
vehicle, the trust or other funding agreement (including all amendments thereto)
and the latest financial statements with respect to the most recently ended
reporting period; and (v) the most recent determination letter received from the
IRS with respect to each U.S. Plan that is intended to be qualified under
Section 401(a) of the Code.

(c) (i) Each Plan has been operated in all material respects in accordance
with its terms and the requirements of all applicable Laws, (ii) each of BSC and
the Sellers, as applicable, has performed all material obligations required to
be performed by it under, is not in any material respect in default under or in
material violation of, and BSC has no Knowledge of any material default or
violation by any party to, any Plan, and (iii) no Action is pending or, to the
Knowledge of BSC, threatened by a Corresponding Transfer Date Employee with
respect to any Plan (other than claims for benefits in the ordinary course) and,
to the Knowledge of BSC, no fact or event exists that could give rise to any
such Action.

(d) Each Plan that is intended to be qualified under Section 401(a) of the
Code or Section 401(k) of the Code has timely received a favorable determination
letter from

the IRS covering all of the provisions applicable to the Plan for which
determination letters are currently available that the Plan is so qualified and
each trust established in connection with any Plan which is intended to be
exempt from federal income taxation under Section 501(a) of the Code has
received a determination letter from the IRS that it is so exempt, and no fact
or event has occurred since the date of such determination letter or letters
from the IRS to adversely affect the qualified status of any such Plan or the
exempt status of any such trust.

(e) The transactions contemplated by this Agreement will not, either alone or
in combination with any other event or events, cause the Purchaser to incur any
Liabilities under Title IV of ERISA. No Plan that is subject to Title IV of
ERISA is a “multiemployer plan,” as defined in Section 3(37) or 4001(a)(3) of
ERISA.

(f) The consummation of the transactions contemplated by this Agreement
(whether alone or together with any other event) will not, with respect to any
Corresponding Transfer Date Employee: (i) entitle such employee to severance
pay, termination pay or any other payment or benefit of any nature or (ii)
accelerate the time of payment or vesting (other than the accelerated vesting of
employee equity-based awards), or increase the amount of compensation due any
such employee, in each case except as otherwise required under applicable Law.

(g) Neither BSC nor any of the Sellers is a party to, or liable under, any
agreement, contract, arrangement or plan, including any Plan, that in any case
could affect any Corresponding Transfer Date Employee, which has resulted or
could reasonably be expected to result, separately or in the aggregate, in the
payment of (i) any “excess parachute payment” within the meaning of Section 280G
of the Code (or any corresponding provision of state or local Law) or (ii) any
amount that will not be fully deductible by the Purchaser pursuant to Section
162(m) of the Code (or any corresponding provision of state, local or foreign
Law).

(h) No U.S. Plan provides, or is obligated to provide, benefits, including
death or medical benefits (whether or not insured), with respect to any
Corresponding Transfer Date Employee beyond such employees153 retirement or other
termination of service, other than coverage mandated solely by applicable Law.

(i) Within ninety (90) days prior to the applicable Employee Transfer Date,
or with respect to the Closing Transfer Employees only, as of the date hereof,
BSC or the Sellers shall provide or make available (or, in respect of Closing
Transfer Employees, has made available) to the Purchaser a list of each
Corresponding Transfer Date Employee, which list sets forth such employee153s name
(subject to applicable Law), current annual compensation (including, where
applicable, bonus, stock awards, retention payments/arrangements, or incentive
compensation opportunity), years of credited service, full or part time status,
exempt/nonexempt status (where applicable), leave status (if applicable), hourly
or salaried status, date of hire, work location, job title and any other payroll
or individual tax information that may be necessary to effect the transfer in
accordance with applicable Law.

(j) Neither BSC nor any of the Sellers has any formal plan or commitment to
create any additional Plan, or modify or change any existing Plan, that would
affect any Corresponding Transfer Date Employee, other than such modifications
or changes

made in the ordinary course of business that do not materially increase the
level of benefits under such Plan and that are consistent with those made in
respect of Plans covering employees of BSC Other Businesses.

(k) With respect to each Plan established or maintained outside of the United
States of America primarily for benefit of Corresponding Transfer Date Employees
of BSC or the Sellers residing outside the United States of America (a
“Foreign Benefit Plan“): (i) a summary of all Foreign Benefit Plans has
been provided to or made available to the Purchaser; (ii) all employer and
employee contributions to each Foreign Benefit Plan required by Law or by the
terms of such Foreign Benefit Plan have been made, or, if applicable, accrued,
in accordance with normal accounting practices; and (iii) each Foreign Benefit
Plan required to be registered has been registered and has been maintained in
good standing with applicable regulatory authorities. A copy of each Foreign
Benefit Plan will be provided to the Purchaser as soon as possible following the
signing of this Agreement, provided that each Foreign Benefit Plan sponsored,
maintained or contributed to for the benefit of Closing Transfer Employees shall
be provided no later than three (3) weeks following such signing.

Section 3.15 Taxes. All material Tax Returns required to have
been filed with respect to the Purchased Assets or the Business have been timely
filed (taking into account any extension of time to file granted or obtained)
and all material Taxes with respect to the Purchased Assets or the Business have
been paid or will be timely paid (regardless of whether having been shown as due
on any Tax Return). All material Taxes required to have been withheld from
amounts paid or owing to any Person and paid over to any Governmental Authority
in connection with the Business or any Purchased Asset have been duly and timely
withheld and so paid. BSC has not received from any Governmental Authority any
material written notice of proposed adjustment, deficiency or underpayment of
any Taxes relating to the Purchased Assets or the Business, other than a
proposed adjustment, deficiency or underpayment that has been satisfied by
payment or settlement, or withdrawn. There are no Tax liens on any of the
Purchased Assets (other than Permitted Encumbrances). No notice or inquiry has
been received from any jurisdiction in which Tax Returns have not been filed
with respect to the Purchased Assets or the Business to the effect that the
filing of Tax Returns may be required and no Seller that is not a U.S. person
pursuant to Section 7701(a)(30) of the Code holds a Purchased Asset that is a
United States real property interest within the meaning of Section 897(c) of the
Code.

Section 3.16 Material Contracts. (a) Section 3.16(a) of the
Disclosure Schedule lists each of the following Contracts of BSC and the Sellers
with respect to the Business or by which any of the Purchased Assets may be
bound (such Contracts, whether listed or required to be listed, being the
“Material Contracts“):

(i) any Contract for the distribution or sale of Products by the Business,
which involved consideration or payments in excess of $250,000 in the aggregate
during the year ended December 31, 2009 or contemplates or involves
consideration or payments in excess of $250,000 after the date of this
Agreement;

(ii) all Contracts with independent contractors or consultants (or similar
arrangements) that involve annual payments in excess of $150,000, or in the case
of Contracts with U.S. health care professionals $75,000, and are not cancelable
without penalty or further payment and without more than 60 days153 notice;

(iii) any Contract for the purchase of materials, supplies, goods, services,
equipment or other assets providing for annual payments by BSC or any Seller of
$250,000 or more and is not cancelable without penalty or further payment and
without more than 60 days153 notice;

(iv) any employee collective bargaining Contract with any labor union, staff
association, works council or other body of employee representatives;

(v) any lease for personal property providing for annual rentals payable by
BSC or any Seller of $250,000 or more and is not cancelable without penalty or
further payment and without more than 60 days153 notice;

(vi) any Contract concerning the establishment or operation of a partnership,
joint venture or limited liability company or other similar agreement or
arrangement;

(vii) all Transferred IP Agreements;

(viii) all leases in respect of the Leased Real Property and the Cork
Purchaser Leased Facility;

(ix) all Contracts that limit or purport to limit the ability of the Business
to compete in any line of business or with any Person or in any geographic area
or during any period of time;

(x) any Contract creating or granting a material Encumbrance (other than
Permitted Encumbrances) on any Purchased Asset;

(xi) any other Contract with respect to the Business not made in the ordinary
course of business which involved payments to or by BSC or any Seller in excess
of $250,000 in the aggregate during the year ended December 31, 2009 or
contemplates or involves payments to or by BSC or any Seller in excess of
$250,000 in any 12 month period after the date of this Agreement; and

(xii) all material Contracts pursuant to which BSC or any of its Affiliates
provides services in respect of the Business.

(b) BSC has delivered to Purchaser true and complete copies (including all
amendments, modifications and waivers thereto) of each written Material
Contract, and a description of each oral Material Contract (if any). Each
Material Contract (i) is legal, valid and binding on one or more of BSC and the
Sellers and, to the Knowledge of BSC, the counterparties

thereto, and is in full force and effect and (ii) upon consummation of the
transactions contemplated by this Agreement, except to the extent that any
consents set forth in Section 3.02 of the Disclosure Schedule are not obtained,
shall continue in full force and effect without penalty or other adverse
consequence. None of BSC or the Sellers is in breach of, or default under, any
Material Contract to which it is a party and, to the Knowledge of BSC, (i) no
other party to any Material Contract is in breach of, or default under, any
Material Contract and (ii) no event has occurred which with notice or lapse of
time would constitute a breach or default, or would permit termination,
modification or acceleration, under such Material Contract.

Section 3.17 FDA Regulatory Compliance. (a) BSC and the Sellers
have all material Registrations from the United States Food and Drug
Administration (the “FDA“) and any other comparable Governmental
Authority required to conduct the Business as currently conducted, and Section
3.17 of the Disclosure Schedule sets forth a true and complete list of such
Registrations. Each such Registration is valid and subsisting in full force and
effect. To the Knowledge of BSC, neither BSC nor the Sellers have received any
written notice from the FDA or any comparable Governmental Authority that the
FDA or such comparable Governmental Authority is considering limiting,
suspending or revoking such Registrations or changing the marketing
classification or labeling of the related Products. To the Knowledge of BSC,
there is no false or misleading information or significant omission in any
product application or other submission to the FDA or any comparable
Governmental Authority. BSC and the Sellers have, in all material respects,
fulfilled and performed their obligations under each such Registration, and no
event has occurred or condition or state of facts exists which would constitute
a material breach or material default or would cause revocation or termination
of any such Registration. To the Knowledge of BSC, any third party that is a
manufacturer or contractor with respect to the Products is in material
compliance with all such Registrations insofar as they pertain to the
manufacture of Products or components for the Products for BSC or the Sellers.
Each Product that is subject to the jurisdiction of the FDA or any comparable
Governmental Authority has been and is being developed, tested, investigated,
manufactured, distributed, marketed, and sold in material compliance with all
applicable statutes, rules, regulations, standards, guidelines, policies and
orders administered or issued by the FDA or any comparable Governmental
Authority and any other applicable requirement of Law, including those regarding
clinical research, pre-market notification, good manufacturing practices,
labeling, advertising, record-keeping, adverse event reporting and reporting of
corrections and removals.

(b) Neither BSC nor any Seller has received, since January 1, 2008, any Form
FDA-483, notice of adverse finding, Warning Letters, notice of violation or
“untitled letters,” or notice of FDA action for import detentions or refusals
for the FDA or other comparable Governmental Authority alleging or asserting
noncompliance with any applicable Laws or Registrations with respect to the
Business. Neither BSC nor any Seller is subject to any obligation arising under
an administrative or regulatory action, FDA inspection, FDA warning letter, FDA
notice of violation letter, or other notice, response or commitment made to or
with the FDA or any comparable Governmental Authority with respect to the
Business. BSC and the Sellers have made all notifications, submissions and
reports required by any such obligation, and all such notifications, submissions
and reports were true, complete and correct in all material respects as of the
date of submission to the FDA or any comparable Governmental Authority with
respect to the Business.

(c) Since January 1, 2008, no Product has been seized, withdrawn, recalled,
detained or subject to a suspension of manufacturing, and, to the Knowledge of
BSC, there are no facts or circumstances reasonably likely to cause (i) the
seizure, denial, withdrawal, recall, detention, field notification, field
correction, safety alert or suspension of manufacturing relating to any such
Product; (ii) a change in the labeling of any such Product; or (iii) a
termination, seizure or suspension of marketing of any such Product. No
proceedings in the United States or any other jurisdiction seeking the
withdrawal, recall, correction, suspension, import detention or seizure of any
Product are pending or, to the Knowledge of BSC, threatened.

Section 3.18 Healthcare Regulatory Compliance. (a) None of BSC,
any Seller nor, to the Knowledge of BSC, any officer, director, managing
employee, agent (as those terms are defined in 42 C.F.R. § 1001.1001), or any
other person described in 42 C.F.R. § 1001.1001(a)(1)(ii), is a party to, or
bound by, any order, individual integrity agreement, corporate integrity
agreement or other formal or informal agreement with any Governmental Authority
concerning compliance with Federal Health Care Program Laws with respect to the
Business.

(b) None of BSC, any Seller nor, to the Knowledge of BSC, any officer,
director, managing employee, agent (as those terms are defined in 42 C.F.R. §
1001.1001), or any other person described in 42 C.F.R. § 1001.1001(a)(1)(ii):
(i) has been charged with or convicted of any criminal offense relating to the
delivery of an item or service under any Federal Health Care Program in the
conduct of the Business; (ii) has been debarred, excluded or suspended from
participation in any Federal Health Care Program with respect to the Business;
(iii) has had a civil monetary penalty assessed against it, him or her under
Section 1128A of the SSA in the conduct of the Business; (iv) is currently
listed on the General Services Administration published list of parties excluded
from federal procurement programs and non-procurement programs with respect to
the Business; or (v) to the Knowledge of BSC, is the target or subject of any
current or potential investigation relating to any Federal Health Care
Program-related offense with respect to the Business.

(c) None of BSC, any Seller, nor, to the Knowledge of BSC, any officer,
director, managing employee, agent (as those terms are defined in 42 C.F.R. §
1001.1001), or any other person described in 42 C.F.R. § 1001.1001(a)(1)(ii):
has engaged in any activity in the conduct of the Business that is in material
violation of, or is cause for civil penalties or mandatory or permissive
exclusion under, the federal Medicare or federal or state Medicaid statutes,
Sections 1128, 1128A, 1128B, 1128C or 1877 of the SSA (42 U.S.C. § § 1320a-7,
1320a-7a, 1320a-7b, 1320a-7c and 1395nn), the federal TRICARE statute (10 U.S.C.
§ 1071 et seq.), the civil False Claims Act of 1863 (31 U.S.C. § 3729 et seq.),
criminal false claims statutes (e.g., 18 U.S.C. § § 287 and 1001), the Program
Fraud Civil Remedies Act of 1986 (31 U.S.C. § 3801 et seq.), the anti-fraud and
related provisions of the Health Insurance Portability and Accountability Act of
1996 (e.g., 18 U.S.C. § § 1035 and 1347), or related regulations, or any other
Laws that govern the health care industry (collectively, “Federal Health Care
Program Laws“), including any activity that violates any state or federal
Law relating to prohibiting fraudulent, abusive or unlawful practices connected
in any way with the provision of health care items or services or the billing
for such items or services provided to a beneficiary of any Federal Health Care
Program.

(d) To the Knowledge of BSC, no Person has filed or has threatened to file
against BSC or any Seller an action relating to the Business under any federal
or state whistleblower statute, including under the False Claims Act of 1863 (31
U.S.C. § 3729 et seq.).

(e) BSC has delivered to the Purchaser true and complete copies of all
agreements (each, a “Business Associate Agreement“) under which BSC or
any Seller is a business associate, as such term is defined in 45 C.F.R. §
160.103, as amended, with respect to the Business. Neither BSC nor any Seller is
in material breach of any Business Associate Agreement or in material violation
of the administrative simplification provisions of HIPAA and the Federal Privacy
and Security Regulations with respect to the Business. To the Knowledge of BSC,
neither BSC nor any Seller is under investigation by any Governmental Authority
for a material violation of HIPAA or the Federal Privacy and Security
Regulations with respect to the Business, including receiving any notices from
the United States Department of Health and Human Services Office of Civil Rights
relating to any such violations.

(f) To the extent BSC or any Seller provides to customers or others
reimbursement coding or billing advice regarding Products and procedures related
thereto, such advice is (i) in compliance with Medicare and other Federal
Healthcare Program Laws, (ii) conforms to the applicable American Medical
Association153s Current Procedural Terminology (CPT), the International
Classification of Disease, Ninth Revision, Clinical Modification (ICD 9 CM) and
other applicable coding systems and (iii) includes a disclaimer advising
customers to contact individual payers to confirm coding and billing guidelines.

(g) BSC and the Sellers have an operational healthcare compliance program
with respect to the Business, including a code of ethics or have adopted a code
of ethics that governs all employees engaged in the Business, including sales
representatives and their interactions with their physician and hospital
customers.

Section 3.19 Product Liability. Since January 1, 2005, neither
BSC nor any Seller has received written notice of a material claim for or based
upon breach of product warranty or product specifications or any other
allegation of material Liability resulting from the sale of any Product or the
provision of any services related thereto. The Products sold on or prior to the
Closing Date (including the features and functionality offered thereby) and
services rendered by BSC or the Sellers related thereto comply in all material
respects with all contractual requirements, covenants or express or implied
warranties applicable thereto and are not subject to any term, condition,
guaranty, warranty or other indemnity beyond the applicable standard terms and
conditions of sale for such Products and services, true and complete copies of
which have previously been delivered to the Purchaser.

Section 3.20 Customers and Suppliers. Section 3.20 of the
Disclosure Schedule sets forth a true and complete list of the ten (10) largest
suppliers to and customers of the Business during (i) the fiscal year ended
December 31, 2009 and (ii) the six months ended June 30, 2010 (determined on the
basis of the total dollar amount of purchases or sales, as the case may be)
showing the total dollar number of purchases from or sales to, as the case may
be, each such customer or supplier during such period. Since December 31, 2009,
there has been no termination, cancellation or material curtailment of the
business relationship of BSC or any Seller with respect to the Business with any
such customer or supplier or group of

affiliated customers or suppliers nor, to the Knowledge of BSC, has any such
customer, supplier or group of affiliated customers or suppliers indicated in
writing an intent to so terminate, cancel or materially curtail its business
relationship with BSC or any Seller with respect to the Business.

Section 3.21 Certain Business Practices. Neither BSC nor any
Seller in the conduct of the Business, nor, to the Knowledge of BSC, any of
their respective directors, officers, agents or employees engaged in the
Business has, in respect of the Business, (i) used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses relating to
political activity, or (ii) made any unlawful payment to foreign or domestic
government officials or employees or to foreign or domestic political parties or
campaigns or violated any provision of the Foreign Corrupt Practices Act of
1977, as amended, or any other federal, foreign, or state anti-corruption or
anti-bribery Law or requirement applicable to BSC or any Seller.

Section 3.22 Brokers. Except for Bank of America Merrill Lynch,
no broker, finder or investment banker is entitled to any brokerage, finder153s or
other fee or commission in connection with the transactions contemplated by this
Agreement or the Ancillary Agreements based upon arrangements made by or on
behalf of BSC. BSC is solely responsible for the fees and expenses of Bank of
America Merrill Lynch.

Section 3.23 Disclaimer of BSC. EXCEPT AS SET FORTH IN THIS
ARTICLE III, NONE OF BSC, THE SELLERS, THEIR AFFILIATES OR ANY OF THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES MAKE OR HAVE MADE
ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY,
IN RESPECT OF THE BUSINESS OR ANY OF THE PURCHASED ASSETS, INCLUDING WITH
RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, THE OPERATION
OF THE BUSINESS BY THE PURCHASER AFTER THE CLOSING OR THE PROBABLE SUCCESS OR
PROFITABILITY OF THE BUSINESS AFTER THE CLOSING.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES
OF THE PURCHASER

The Purchaser hereby represents and warrants to BSC as follows:

Section 4.01 Organization and Authority of the Purchaser and its
Affiliates. The Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation and
has all necessary corporate power and authority to enter into and deliver this
Agreement and the Ancillary Agreements to which it is, or will on the Closing
Date be, party, to carry out its obligations hereunder and thereunder and to
consummate the transactions contemplated hereby and thereby, except as would not
materially and adversely affect or materially delay or would reasonably be
expected to materially and adversely affect or materially delay the ability of
the Purchaser or its Affiliates to carry out its obligations under, and to
consummate the transactions contemplated by

this Agreement and the Ancillary Agreements to which they will on the Closing
Date be a party. Each Affiliate of the Purchaser that will be party to an
Ancillary Agreement is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation and has
all necessary corporate power and authority to enter into and deliver the
Ancillary Agreements to which it will on the Closing Date be party, to carry out
its obligations thereunder and to consummate the transactions contemplated
thereby. The execution and delivery by the Purchaser of this Agreement and the
execution and delivery by the Purchaser and any of its Affiliates of an
Ancillary Agreement to which it will on the Closing Date be party, the
performance by the Purchaser of its obligations hereunder, and of the Purchaser
and its Affiliates thereunder and the consummation by the Purchaser of the
transactions contemplated hereby have been, or will be, as applicable, duly
authorized by all requisite corporate action on the part of the Purchaser and
such Affiliates. This Agreement has been, and upon their execution the Ancillary
Agreements to which the Purchaser or any of its Affiliates will be party shall
have been, duly executed and delivered by the Purchaser and such Affiliates, and
(assuming due authorization, execution and delivery by BSC) this Agreement
constitutes, and upon their execution the Ancillary Agreements to which the
Purchaser or any of its Affiliates shall be party shall constitute, legal, valid
and binding obligations of the Purchaser and such Affiliates, enforceable
against them in accordance with their respective terms.

Section 4.02 No Conflict. Assuming compliance with the
pre-merger notification and waiting period requirements of the HSR Act, the
execution, delivery and performance by the Purchaser of this Agreement and of
the Purchaser and its Affiliates of the Ancillary Agreements to which any of
them will on the Closing Date be party do not and will not (a) violate, conflict
with or result in the breach of any provision of the certificate of
incorporation or bylaws (or similar organizational documents) of the Purchaser
or any such Affiliate, (b) conflict with or violate any Law or Governmental
Order applicable to the Purchaser, any such Affiliate or any of their respective
assets, properties or businesses or (c) conflict with, result in any breach of,
constitute a default (or event which with the giving of notice or lapse of time,
or both, would become a default) under, require any consent under, or give to
any Person any rights of termination, acceleration or cancellation of, any note,
bond, mortgage or indenture, Contract, permit, franchise or other instrument or
arrangement (or right thereunder) to which the Purchaser or any such Affiliate
is a party, except, in the case of clauses (b) and (c), as would not materially
and adversely affect or materially delay or would reasonably be expected to
materially and adversely affect or materially delay the ability of the Purchaser
or its Affiliates to carry out its obligations under, and to consummate the
transactions contemplated by this Agreement and the Ancillary Agreements to
which they will on the Closing Date be a party.

Section 4.03 Governmental Consents and Approvals. The
execution, delivery and performance of this Agreement and each Ancillary
Agreement to which it is, or will on the Closing Date be, party by the Purchaser
and each Purchaser Affiliate do not and will not require any consent, approval,
authorization or other order of, action by, filing with, or notification to, any
Governmental Authority, except (a) the pre-merger notification and waiting
period requirements of the HSR Act, (b) any additional consents, approvals,
authorizations, filings and notifications required under any other applicable
Antitrust Laws, or (c) where failure to obtain such consent, approval,
authorization or action or to make any such filing or notification, would not
prevent or materially delay the consummation of the transactions

contemplated by this Agreement and the Ancillary Agreements to which it or
any of them is, or will on the Closing Date be, party by the Purchaser and each
Purchaser Affiliate.

Section 4.04 Financing. The Purchaser has cash and cash
equivalents, available lines of credit or other sources of immediately available
funds to enable it to pay, in cash, the Initial Purchase Price and all other
amounts payable pursuant to this Agreement and the Ancillary Agreements or
otherwise necessary to consummate all the transactions contemplated hereby and
thereby.

Section 4.05 Litigation. No Action by or against the Purchaser
or any Purchaser Affiliate is pending or, to the best knowledge of the
Purchaser, threatened, before any Governmental Authority that would affect the
legality, validity or enforceability of this Agreement or any Ancillary
Agreement or that would reasonably be expected to hinder, impair or delay the
ability of the Purchaser or any Purchaser Affiliate to consummate the
transactions contemplated hereby or thereby.

Section 4.06 Brokers. Except for Barclays Capital, Inc., no
broker, finder or investment banker is entitled to any brokerage, finder153s or
other fee or commission in connection with the transactions contemplated by this
Agreement or the Ancillary Agreement based upon arrangements made by or on
behalf of the Purchaser. The Purchaser shall be solely responsible for payment
of the fees and expenses of Barclays Capital, Inc.

Section 4.07 BSC153s Representations. The Purchaser is purchasing
the Purchased Assets and assuming the Assumed Liabilities based solely on the
results of its inspections and investigations, and not on any representation or
warranty of BSC or any Seller not expressly set forth in this Agreement. The
Purchaser hereby agrees and acknowledges that other than the representations and
warranties made in Article III, none of BSC, the Sellers, their Affiliates, or
any of their respective officers, directors, employees or representatives make
or have made any representation or warranty, express or implied, at law or in
equity, with respect to the Purchased Assets or the Business including as to
merchantability or fitness for any particular use or purpose, the operation of
the Business by the Purchaser after the Closing or the probable success or
profitability of the Business after the Closing. Based on the inspections and
investigations referred to above and the representations and warranties set
forth in Article III, the Purchaser is relinquishing any right to any claim
based on any representation or warranty other than those specifically included
in Article III.

ARTICLE V

ADDITIONAL AGREEMENTS

Section 5.01 Conduct of Business Prior to the Closing.

(a) BSC covenants and agrees that between the date hereof and the Closing,
BSC shall, and shall cause each Seller to:

(i) conduct the Business in the ordinary course consistent with past practice
in all material respects;

(ii) use commercially reasonable efforts to preserve intact in all material
respects the business organization of the Business; and

(iii) use commercially reasonable efforts to preserve the goodwill and
relationships with customers, distributors, sales agents, suppliers, licensees
and licensors and others having business dealings with the Business.

(b) BSC covenants and agrees that between the date hereof and the Closing (or
in the case of clause (i) below, between the date hereof and the Deferred
Closing Date for the Deferred Assets, or in the case of clauses (xiii) and (xiv)
below, between the date hereof and the Deferred Closing Date, or in the case of
clauses (ii), (iii) and (vii) below, between the date hereof and the Closing
Date for the Closing Transfer Employees and between the Closing Date and the
applicable Employee Transfer Date for the Cork Transfer Employees, the Fremont
Transfer Employees, the West Valley Transfer Employees, the Deferred Closing
Transfer Employees and the Delayed Transfer Employees) without the prior written
consent of the Purchaser (such consent not to be unreasonably withheld, delayed
or conditioned), BSC will not, and will not permit the Sellers to, with respect
to the Business:

(i) sell, lease, transfer or otherwise dispose (other than the sale of
inventories in the ordinary course consistent with past practice) of or permit
or allow all or any portion of any of the Purchased Assets or the Deferred
Assets (whether tangible or intangible) or any Leased Real Property or the Cork
Purchaser Leased Facility to be subjected to any Encumbrance, other than
Permitted Encumbrances or Encumbrances that will be released at or prior to the
Closing (or the Deferred Closing in the case of the Deferred Assets);

(ii) grant, implement or announce any increase or decrease in the salaries,
wage rates, bonuses or other benefits payable by BSC or any of the Sellers to
any of the employees of the Business that would be Corresponding Transfer Date
Employees pursuant to Section 6.01, other than as required by Law, pursuant to
any plans, programs or agreements existing on the date hereof or other ordinary
increases consistent with the past practices of BSC, including ordinary course
annual grants of equity-based awards or as set forth in Section 3.14(j) of the
Disclosure Schedule;

(iii) establish, adopt or amend in any material respect any Plan covering any
employees of the Business that would be Corresponding Transfer Date Employees
pursuant to Section 6.01, except for such establishments, adoptions or
amendments that are consistent with those made in respect of Plans covering
employees of BSC Other Businesses or those required by Law;

(iv) change any method of accounting or accounting practice or policy or
internal control procedures used by BSC (as it relates to the Business), other
than such changes required by U.S. GAAP or Law;

(v) fail to exercise any rights of renewal with respect to any Leased Real
Property or with respect to any lease affecting the Cork Purchaser Leased
Facility that by its terms would otherwise expire;

(vi) settle or compromise any material claims of BSC or the Sellers (to the
extent relating to the Business), other than settlements of any claims against
BSC or any Seller solely for money damages payable prior to the Closing Date;

(vii) transfer any Corresponding Transfer Date Employee to another business
unit of BSC or terminate the employment of any Corresponding Transfer Date
Employee other than for cause;

(viii) enter into, extend, materially amend, cancel or terminate other than
for cause (except with respect to any lease for a Transferred Site) any Material
Contract or agreement which if entered into prior to the date hereof would be a
Material Contract, other than customer or supplier contracts in the ordinary
course of business consistent with past practice;

(ix) acquire any material asset or property primarily related to the Business
other than in the ordinary course consistent with past practice;

(x) delay payment of any account payable or other Liability of the Business
beyond its due date or the date when such Liability would have been paid in the
ordinary course of business consistent with past practice;

(xi) materially amend the current insurance policies in respect of the
Business, except for such amendments that are consistent with those made in
respect of insurance policies for BSC Other Businesses;

(xii) settle or compromise any material claims of BSC or the Sellers (to the
extent relating to the Business) that would constitute a Deferred Asset, other
than settlements of any such claims against BSC or any Seller solely for money
damages payable prior to the Deferred Closing Date;

(xiii) enter into any Contract that will be a Transferred Contract on the
Deferred Closing Date for a Deferred Closing Country or extend, materially
amend, cancel or terminate other than for cause any Contract that will be a
Transferred Contract on the Deferred Closing Date for a Deferred Closing
Country; or

(xiv) agree to take any of the actions specified in this Section 5.01(b),
except as expressly contemplated by this Agreement and the Ancillary Agreements.

Section 5.02 Access to Information. (a) From the date hereof
until the Closing, upon reasonable notice, BSC shall, and shall cause its
officers, directors, employees, agents, representatives, accountants and counsel
to, (i) afford the Purchaser and its officers, employees and authorized agents
and representatives reasonable access to the offices, properties and books and
records of BSC and the Sellers (to the extent relating to the Business) and (ii)
furnish to the officers, employees, and authorized agents and representatives of
the Purchaser such additional financial and operating data and other information
regarding the Business (or copies thereof) as the Purchaser may from time to
time reasonably request (including, subject to the rights of any landlord,
access to conduct an environmental site assessment of any Transferred Site,
provided that such assessment shall not include any sampling or testing of any
soil, groundwater, air or other environmental media, or building material,
without the express written consent of BSC, such consent to be withheld at the
sole discretion of BSC); provided that any such access or furnishing of
information shall be conducted at the Purchaser153s expense, during normal
business hours, under the supervision of BSC153s personnel and in such a manner as
not to unreasonably interfere with the normal operations of the Business.
Notwithstanding anything to the contrary in this Agreement, BSC shall not be
required to disclose any information to the Purchaser if such disclosure would
be reasonably likely to, (i) jeopardize any attorney-client or other legal
privilege (provided that BSC shall, and shall cause the Sellers to, use
commercially reasonable efforts to put in place an arrangement to permit such
disclosure without loss of attorney-client privilege) or (ii) contravene any
applicable Laws, fiduciary duty or binding agreement entered into prior to the
date hereof (provided that BSC shall, and shall cause the Sellers to, use
commercially reasonable efforts to put in place an arrangement to permit such
disclosure without violating such Law, duty or agreement).

(b) In order to facilitate the resolution of any claims made against or
incurred by BSC or the Sellers relating to the Business or for any other
reasonable purpose, for a period of seven years after the Closing or the
expiration of the relevant period for the statutes of limitations, the Purchaser
shall (i) retain the books and records relating to the Business relating to
periods prior to the Closing, and (ii) upon reasonable notice, afford the
officers, employees, agents and representatives of BSC or the Sellers reasonable
access (including the right to make, at BSC153s expense, photocopies), during
normal business hours, to such books and records; provided that the
Purchaser shall notify BSC at least 20 Business Days in advance of destroying
any such books and records in order to provide BSC the opportunity to copy such
books and records in accordance with this Section 5.02(b).

(c) In order to facilitate the resolution of any claims made by or against or
incurred by the Purchaser relating to the Business or for any other reasonable
purpose, for a period of seven years after the Closing or the expiration of the
relevant period for the statutes of limitations, BSC shall (i) retain the books
and records relating to the Business relating to periods prior to the Closing
which shall not otherwise have been delivered to the Purchaser and (ii) upon
reasonable notice, afford the officers, employees, agents and representatives of
the Purchaser reasonable access (including the right to make, at the Purchaser153s
expense, photocopies), during normal business hours, to such books and records;
provided that BSC shall notify the Purchaser at least 20 Business Days in
advance of destroying any such books and records in order to provide the
Purchaser the opportunity to copy such books and records in accordance with this
Section 5.02(c).

(d) Notwithstanding anything to the contrary in this Agreement, this Section
5.02 shall not apply to Tax Returns and related information (that are
exclusively addressed in Section 5.14).

Section 5.03 Confidentiality. (a) The terms of the letter
agreement dated as of April 5, 2010 (the “Confidentiality Agreement“)
between BSC and the Purchaser are hereby incorporated herein by reference and
shall continue in full force and effect until the Closing, at which time such
Confidentiality Agreement and the obligations of the Purchaser under this
Section 5.03 shall terminate; provided that the Confidentiality Agreement
shall terminate only in respect of that portion of the Evaluation Material (as
defined in the Confidentiality Agreement) relating to the Business. If this
Agreement is, for any reason, terminated prior to the Closing, the
Confidentiality Agreement shall nonetheless continue in full force and effect.

(b) Nothing provided to the Purchaser pursuant to Section 5.02(a) shall in
any way amend or diminish the Purchaser153s obligations under the Confidentiality
Agreement. The Purchaser acknowledges and agrees that any Evaluation Material
provided to the Purchaser pursuant to Section 5.02(a) or otherwise by BSC, the
Sellers or any officer, director, employee, agent, representative, accountant or
counsel thereof shall be subject to the terms and conditions of the
Confidentiality Agreement.

Section 5.04 Regulatory and Other Authorizations. (a) Each
party shall use its reasonable best efforts to promptly obtain all
authorizations, consents, orders and approvals of all Governmental Authorities
and officials that may be or become necessary for its execution and delivery of,
and the performance of its obligations pursuant to, this Agreement and the
Ancillary Agreements and will cooperate fully with the other party in promptly
seeking to obtain all such authorizations, consents, orders and approvals,
including cooperation to enable the Purchaser to obtain, to the extent not
included in the Purchased Assets, all material Permits and Registrations
necessary for the operation of the Business as currently conducted and as
currently proposed to be conducted and the ownership of the Purchased Assets.
Each party hereto agrees to make promptly (but in no event later than ten
Business Days of the date hereof) its respective filing, if necessary, pursuant
to the HSR Act with respect to the transactions contemplated by this Agreement
and to supply as promptly as practicable to the appropriate Governmental
Authorities any additional information and documentary material that may be
requested pursuant to the HSR Act. Each party hereto agrees to make as promptly
as practicable its respective filings and notifications, if any, under any other
applicable antitrust, competition, or trade regulation Law (together with the
HSR Act, the “Antitrust Laws“), to supply as promptly as practicable to
the appropriate Governmental Authorities any additional information and
documentary material that may be requested pursuant to the applicable Antitrust
Law and not to enter into any transaction prior to the Closing that would
reasonably be expected to make it more difficult, or increase the time required,
to obtain any necessary consents or approvals under such Laws.

(b) Each party shall have the right to review in advance, and, to the extent
reasonably practicable, each will consult the other on, all information relating
to the other and each of their respective Affiliates that appears in any filing
made with, or written materials submitted to, any Governmental Authority in
connection with this Agreement and the

transactions contemplated hereby; provided that materials may be
redacted (x) to remove references concerning the valuation of the Purchased
Assets, (y) as necessary to comply with contractual arrangements, and (z) as
necessary to address reasonable attorney-client or other privilege or
confidentiality concerns.

(c) Without limiting the generality of the foregoing, the parties agree to
use their reasonable best efforts to avoid or eliminate each and every
impediment under any Antitrust Law that may be asserted by any antitrust or
competition Governmental Authority or any other party so as to enable the
parties hereto to close the transactions contemplated hereby as promptly as
practicable, and in any event prior to the End Date. In addition, the parties
shall use their reasonable best efforts to defend through litigation on the
merits any claim asserted in court by any party in order to avoid entry of, or
to have vacated or terminated, any decree, order or judgment (whether temporary,
preliminary or permanent) that would prevent the Closing prior to the End Date.
Notwithstanding anything to the contrary in this Agreement, in connection with
the receipt of any necessary approvals under the HSR Act or any other Antitrust
Law, neither the Purchaser nor any of its Affiliates shall be required to divest
or hold separate any material assets or business.

(d) Each party to this Agreement shall promptly notify the other party of any
communication it or any of its Affiliates receives from any Governmental
Authority relating to the transactions contemplated by this Agreement and permit
the other party to review in advance (and to consider any comments made by the
other party in relation to) any proposed communication by such party to any
Governmental Authority relating to such matters. Neither party to this Agreement
shall participate in or agree to participate in any substantive meeting,
telephone call or discussion with any Governmental Authority in respect of any
filings, investigation (including any settlement of the investigation),
litigation or other inquiry relating to such matters unless it consults with the
other party in advance and, to the extent permitted by such Governmental
Authority, gives the other party the opportunity to attend and participate in
such meeting, telephone call or discussion. The parties to this Agreement will
coordinate and cooperate fully with each other in exchanging such information
and providing such assistance as the other party may reasonably request in
connection with the foregoing and in seeking early termination of any applicable
waiting periods, including under the HSR Act. Each party to this Agreement will
provide the outside legal counsel for the other party with copies of all
correspondence, filings or communications between them or any of their
representatives, on the one hand, and any Governmental Authority or members of
its staff, on the other hand, with respect to the transactions contemplated by
this Agreement; provided that materials may be redacted (x) to remove
references concerning the valuation of the Purchased Assets, (y) as necessary to
comply with contractual arrangements, and (z) as necessary to address reasonable
attorney-client or other privilege or confidentiality concerns.

(e) Each party to this Agreement shall (i) subject to Section 5.04(d) above,
respond as promptly as reasonably practicable to any inquiries or requests for
additional information and documentary material received from any Governmental
Authority in connection with any antitrust or competition matters related to
this Agreement and the transactions contemplated by this Agreement, (ii) not
extend any waiting period or agree to refile under the HSR Act (except with the
prior written consent of the other party hereto, which consent shall not be
unreasonably withheld, conditioned or delayed) and (iii) not enter into any
agreement with

any Governmental Authority agreeing not to consummate the transactions
contemplated by this Agreement.

Section 5.05 Consents. (a) Each party hereto agrees to use
commercially reasonable efforts to obtain any consents, approvals and
authorizations not contemplated by Section 5.04 that may be required in
connection with the transactions contemplated by this Agreement and the
Ancillary Agreements. In furtherance of the foregoing, the parties further agree
as set forth in Schedule 5.05.

(b) Each party hereto agrees that, in the event that any consent, approval or
authorization necessary to preserve for the Business any right or benefit under
any Contract to which BSC or any Seller is a party is not obtained prior to the
Closing, BSC will, and will cause the Sellers to, subsequent to the Closing,
cooperate with the Purchaser in attempting to obtain such consent, approval or
authorization as promptly thereafter as practicable. If such consent, approval
or authorization cannot be obtained, BSC shall, and shall cause the Sellers to,
use their commercially reasonable efforts to provide the Purchaser with the
rights and benefits of the affected Contract for the term of such Contract, and,
if BSC and the Sellers provide such rights and benefits, the Purchaser, as the
case may be, shall assume the obligations and burdens thereunder to the same
extent provided in Schedule 2.02(a)(i) in respect of Transferred Contracts and
to the extent the obligations and burdens are not substantially different than
the obligations and burdens on BSC or Sellers under such Contract as of the
Closing Date and do not include any Excluded Liabilities set forth in Sections
2.02(b)(i) through (xiv).

Section 5.06 Retained Names and Marks. (a) The Purchaser hereby
acknowledges that all right, title and interest in and to the “BOSTON
SCIENTIFIC”, “BSCI” and “BSC” names, together with all names that resemble the
foregoing so as to be likely to cause confusion or mistake or to deceive, and
all trademarks, service marks, Internet domain names, tag lines, logos, trade
names, trade dress, packaging designs, media branding designs, company names and
other identifiers of source or goodwill containing or incorporating any of the
foregoing (collectively, the “Retained Names and Marks“) shall be
retained by BSC or any of its Affiliates, and that, except as expressly provided
below, any and all right of the Purchaser to use the Retained Names and Marks
hereunder shall terminate as of the Closing and shall immediately revert to BSC,
along with any and all goodwill associated therewith. The Purchaser further
acknowledges that it is not acquiring any rights to use the Retained Names and
Marks, except as expressly provided herein.

(b) After the Closing Date, the Purchaser shall be entitled to use, solely in
connection with the operation of the Business as operated in all material
respects immediately prior to the Closing, all of its existing stocks of signs,
letterheads, invoice stock, advertisements and promotional materials, inventory,
packaging and other documents and materials (“Existing Stock“) containing
the Retained Names and Marks, provided that the Purchaser shall use commercially
reasonable efforts to remove, or cease using the Retained Names and Marks (or in
the case of advertisements, promotional materials, inventory and packaging,
over-label or re-sticker such Existing Stock so as to conceal such Retained
Names and Marks) as promptly as practicable after the Closing. After the twelve
(12) month anniversary of the Closing Date (or until such Existing Stock is
exhausted in the case of the inventory of any Product for which the Retained
Names and Marks are embedded in such Product as part of the manufacturing
process

and not reasonably capable of being stickered or labeled), the Purchaser
shall have no right to use the Retained Names and Marks hereunder and shall have
removed or obliterated all Retained Names and Marks from such Existing Stock or
ceased using such Existing Stock (or in the case of advertisements, promotional
materials, inventory and packaging, shall have over-labeled or re-stickered such
Existing Stock so as to conceal such Retained Names and Marks).

(c) Except as expressly provided in this Section 5.06, no other right to use
the Retained Names and Marks is granted by BSC to the Purchaser or its
Affiliates whether by implication or otherwise, and nothing hereunder permits
the Purchaser or its Affiliates to use the Retained Names and Marks in any
manner other than in connection with Existing Stock. The Purchaser shall ensure
that all its uses of the Retained Names and Marks as provided in this Section
5.06 shall be only with respect to goods and services of a level of quality
commensurate with the quality of goods and services with respect to which the
Retained Names and Marks were used in the Business prior to the Closing. Any and
all goodwill generated by the use of the Retained Names and Marks under this
Section 5.06 shall inure solely to the benefit of BSC. The Purchaser or its
Affiliates shall not use the Retained Names and Marks hereunder in any manner
that may damage or tarnish the reputation of BSC or the goodwill associated with
the Retained Names and Marks. For the avoidance of doubt, nothing in this
Section 5.06 shall preclude the Purchaser and its Affiliates from keeping
records and other historical or archived documents containing or referencing the
Retained Names and Marks or referring to the historical fact that the Business
was previously conducted under the Retained Names and Marks, provided that with
respect to any such reference, the Purchaser shall not use the Retained Names
and Marks to promote any products or services and the Purchaser shall make
explicit that the Business is no longer affiliated with BSC, the Sellers or any
of their Affiliates.

(d) The Purchaser agrees that BSC shall have no responsibility for claims by
third parties arising out of, or relating to, the use by the Purchaser of any
Retained Names and Marks after the Closing, except as provided under Article
VIII. In addition to any and all other available remedies, and except as
provided pursuant to Article VIII, the Purchaser shall indemnify and hold
harmless BSC and its Affiliates, and their officers, directors, employees,
agents, successors and assigns, from and against any and all such claims that
may arise out of the use of the Retained Names and Marks by the Purchaser (i) in
accordance with the terms and conditions of this Section 5.06, other than such
claims that the Retained Names and Marks infringe the Intellectual Property
rights of any third party, or (ii) in violation of or outside the scope
permitted by this Section 5.06. Notwithstanding anything in this Agreement to
the contrary, the Purchaser hereby acknowledges that in the event of any breach
or threatened breach of this Section 5.06, BSC, in addition to any other
remedies available to it, shall be entitled to seek a preliminary injunction,
temporary restraining order or other equivalent relief restraining the Purchaser
and any of its Affiliates from any such breach or threatened breach.

Section 5.07 Notifications. Until the Closing, each party
hereto shall promptly notify the other party in writing of any fact, change,
condition, circumstance or occurrence or nonoccurrence of any event of which it
is aware that will or is reasonably likely to result in any breach of a
representation or warranty or covenant of such party, which breach would
reasonably be expected to result in any of the conditions set forth in Article
VII of this Agreement becoming incapable of being satisfied. The delivery of
notice pursuant to this Section 5.07 shall not limit or otherwise affect the
remedies available hereunder to the party

receiving such notice or the representations or warranties of the parties or
the conditions to the obligations of the parties hereto.

Section 5.08 Bulk Transfer Laws. Each party hereby waives
compliance by the other parties with any applicable bulk sale or bulk transfer
laws of any jurisdiction in connection with the sale of the Purchased Assets to
the Purchaser.

Section 5.09 Audited Special Purpose Financial Statements. BSC
has retained Ernst & Young LLP to audit the unaudited special purpose
statement of assets to be acquired and liabilities to be assumed of the Business
for the fiscal years ended as of December 31, 2008 and December 31, 2009 and the
related unaudited special purpose statements of revenue and direct expenses of
the Business and prior to the Closing shall (i) deliver to the Purchaser such
audited special purpose financial statements (the “Audited Special Purpose
Financial Statements“) and (ii) after the execution by the Purchaser of such
reasonable acknowledgement or non-reliance letters as BSC153s auditors may
request, permit access to the work papers related thereto; provided that
any information in such workpapers not pertaining to the Business shall be
redacted prior to access by the Purchaser of such workpapers (provided that such
redaction shall not impair any information pertaining to the Business).

Section 5.10 Non-Solicitation. (a) BSC shall not, and shall
cause its Affiliates not to, without the prior written consent of the Purchaser
or except as expressly provided in any Ancillary Agreement, for a period of 18
months from the applicable Employee Transfer Date, directly or indirectly,
solicit for employment or hire any Transferred Employee whose employment was
transferred as of such Employee Transfer Date; provided that (i) BSC and
its Affiliates are not prohibited from employing any such person who contacts
BSC or any such Affiliate on his or her own initiative and without any direct or
indirect solicitation by BSC or such Affiliate, and (ii) the term “solicit for
employment” shall not be deemed to include general solicitations of employment
not specifically directed toward any such Person.

(b) The Purchaser shall not, and shall cause its Affiliates not to, without
the prior written consent of BSC or except as expressly provided in any
Ancillary Agreement, for a period of (x) except as otherwise provided in clause
(y) below, 18 months from the Closing Date in the case of clause (I) below and
12 months from the Closing Date in the case of clause (II) below, directly or
indirectly, solicit for employment or hire any individual who is employed by BSC
or any of its Affiliates as of the date hereof (or at any time during such
period) and (I) becomes known to the Purchaser or any of its Affiliates or any
officer, director, employee, agent or advisor of the Purchaser or its Affiliates
as a result of the transactions contemplated by this Agreement or the Ancillary
Agreements or (II) is recommended as a potential employee of the Purchaser or
any of its Affiliates (who, when hired, would be classified as a Manager or
above in the Purchaser153s human resources system) by any of the individuals who
received a Special Retention Bonus Program Participation Notice as described in
Section 6.03 of the Disclosure Schedule, to the individual with responsibility
for hiring decisions on behalf of the Purchaser or any of its Affiliates or (y)
18 months from the Cork Manufacturing Transfer Date, the Fremont Manufacturing
Transfer Date or the West Valley Manufacturing Transfer Date (as applicable),
directly or indirectly, solicit for employment or hire any individual (other
than the Transferred Employees) who (A) is employed in the Cork Facility or the
Fremont manufacturing facility by BSC or any of its Affiliates as of the Cork
Manufacturing Transfer Date or the Fremont

Manufacturing Transfer Date, respectively, or (B) was employed in the West
Valley Facility prior to the West Valley Manufacturing Transfer Date and is
employed elsewhere by BSC or any of its Affiliates as of the West Valley
Manufacturing Transfer Date; provided that (i) the Purchaser and its
Affiliates are not prohibited from employing any such person who contacts the
Purchaser or any such Affiliate on his or her own initiative and without any
direct or indirect solicitation by the Purchaser or such Affiliate, and (ii) the
term “solicit for employment” or “solicitation” shall not be deemed to include
general solicitations of employment not specifically directed toward any such
person.

Section 5.11 Non-Competition (a) Except as otherwise
specifically provided in any of the Ancillary Agreements, for a period of three
years after the Closing Date, the Purchaser shall not, and shall cause its
Affiliates not to, directly or indirectly, anywhere in the world, use in the
Restricted Areas, except in those Restricted Areas described in clauses (d), (f)
and (h) of the definition of Restricted Areas, any of (i) the products set forth
on Schedules A through C to the Technology Transfer Agreement, including as
improved during such three year period, (ii) the Transferred Intellectual
Property, (iii) the Intellectual Property provided under the Transferred IP
Agreements or (iv) the Transferred Products Know-how (which, as used in this
Section 5.11(a), has the meaning assigned to it in the Technology Transfer
Agreement) licensed under the Technology Transfer Agreement.

(b) Except as otherwise specifically provided in any of the Ancillary
Agreements, for either (x) a period of five years after the Closing Date or (y)
a period of three years after the last Facility Transfer Date, whichever is
longer, BSC shall not, and shall cause its Affiliates not to, directly or
indirectly, anywhere in the world, engage in the Business or, without the prior
written consent of the Purchaser, directly or indirectly, own an interest in,
manage, operate, join, control or participate in or be connected with, as a
member, agent, partner, stockholder or investor, any Person anywhere that
engages in the Business; provided that, for the purposes of this Section
5.11(b), (i) the ownership of securities having no more than five percent of the
outstanding voting power of any such Person which are listed on any national
securities exchange shall not be deemed to be in violation of this Section
5.11(b) as long as BSC and its Affiliates have no other connection or
relationship with such Person, (ii) the ownership of no more than ten (10)
percent of the outstanding ownership interest in any fund which invests in,
manages or operates such Person shall not be deemed to be in violation of this
Section 5.11(b) so long as (A) the principal purpose of such fund is not to make
investments in Persons that engage in the Business, and (B) BSC or the Affiliate
thereof owning such interest does not control or exercise any influence over
such Person, and (ii) BSC and its Affiliates shall not be prohibited from
acquiring shares of capital stock or assets of any Person (an “Acquired
Business“) that has operations that would otherwise be restricted under this
Section 5.11(b) or from continuing to operate such Acquired Business if (A) the
primary purpose or effect of such acquisition shall not be for BSC or its
Affiliates to engage in the Business, (B) the Acquired Business is not primarily
engaged in any business that engages in the Business, and (C) either (x) the
annual net revenues of the portion of the Acquired Business that engages in the
Business do not exceed $30 million for the most recently completed fiscal year
of the Acquired Business prior to such acquisition or (y) if the annual net
revenues of the portion of the Acquired Business that engages in the Business
exceed $30 million for the most recently completed fiscal year or in any twelve
(12) month period ending after the Closing Date (but prior to the expiration of
the period set forth in the preceding sentence), BSC and its Affiliates shall
sell or otherwise dispose of that portion of

the Acquired Business that engages in the Business no later than twelve (12)
months after either the date of such acquisition or the last day of the last
month of the twelve month period in which the aggregate net revenues of the
portion of the Acquired Business that engaged in the Business exceeded $30
million, as applicable. Notwithstanding anything to the contrary, nothing in
this Section 5.11(b) shall apply to any Person or its Affiliates (other than BSC
and its Affiliates prior to the date of acquisition (and their respective assets
however held)) that acquires a majority of the capital stock of BSC and that
prior to such acquisition already was engaged in the Business.

(c) If any covenant in this Section 5.11 is found to be invalid, void or
unenforceable in any situation in any jurisdiction by a final determination of a
court or any other Governmental Authority of competent jurisdiction, the parties
agree that: (i) such determination will not affect the validity or
enforceability of (A) the offending term or provision in any other situation or
in any other jurisdiction or (B) the remaining terms and provisions of this
Section 5.11 in any situation in any jurisdiction; (ii) the offending term or
provision will be reformed rather than voided and the court or Governmental
Authority making such determination will have the power to reduce the scope,
duration or geographical area of any invalid or unenforceable term or provision,
to delete specific words or phrases, or to replace any invalid or unenforceable
term or provision with a term or provision that is valid and enforceable and
that comes closest to expressing the intention of the invalid or unenforceable
provision, in order to render the restrictive covenants set forth in this
Section 5.11 enforceable to the fullest extent permitted by applicable Law; and
(iii) the restrictive covenants set forth in this Section 5.11 will be
enforceable as so modified.

(d) Nothing in this Section 5.11 shall prevent Purchaser or its Affiliates
from reprocessing any medical device for any purpose for use in any field;
provided that the foregoing shall not permit the Purchaser or any of its
Affiliates to market or promote any Product described in clause (i) of Section
5.11(a) in a manner that violates Section 5.11(a).

Section 5.12 Collection of Accounts Receivables; Inventory.

(a) To the extent any amounts with respect to Accounts Receivable are
received by the Purchaser or any of its Affiliates that arise from the conduct
of the Business prior to 11:59 pm on the day immediately preceding the Closing
Date or by BSC or any of its Affiliates that arise from the conduct of the
Business after such time, the Purchaser or BSC, as the case may be, shall
promptly remit such amounts to the other.

(b) BSC covenants and agrees that the value of gross finished goods inventory
included in the Purchased Assets as of the Closing Date, determined in a manner
consistent with the Unaudited Special Purpose Financial Statements, shall not be
less than the amount set forth on Schedule 5.12(b).

Section 5.13 Further Action. The parties hereto shall use all
reasonable efforts to take, or cause to be taken, all appropriate action, to do
or cause to be done all things necessary, proper or advisable under applicable
Law, the Transferred Contracts or otherwise, and to execute and deliver such
documents and other papers, as may be required to carry out the provisions of
this Agreement and consummate and make effective the transactions contemplated
by this Agreement and the Ancillary Agreements.

Section 5.14 Tax Cooperation and Exchange of Information. BSC
and the Purchaser will provide each other with such cooperation and information
as either of them reasonably may request of the other in filing any Tax Return,
amended Tax Return or claim for refund, determining any liability for Taxes or a
right to a refund of Taxes or participating in or conducting any audit or other
proceeding in respect of Taxes relating to this Agreement, the Purchased Assets
or the Business. Such cooperation and information shall include providing copies
of relevant Tax Returns or portions thereof, together with accompanying
schedules and related work papers and documents relating to rulings or other
determinations by taxing authorities; provided that in no event shall BSC
or the Purchaser or any of their respective Affiliates be required to provide
access to or copies of any income Tax Returns of BSC, the Purchaser, or any such
Affiliate including the Sellers. BSC and the Purchaser will make themselves (and
their respective employees) available, on a mutually convenient basis, to
provide explanations of any documents or information provided under this Section
5.14. Each of BSC and the Purchaser will retain all Tax Returns, schedules and
work papers and all material records or other documents in its possession (or in
the possession of its Affiliates) relating to Tax matters relevant to the
Purchased Assets for the taxable period first ending after the Closing and for
all prior taxable periods until the later of (i) the expiration of the statute
of limitations of the taxable periods to which such Tax Returns and other
documents relate, without regard to extensions, or (ii) six years following the
due date (without extension) for such Tax Returns. After such time, before BSC
or the Purchaser shall dispose of any such documents in its possession (or in
the possession of its Affiliates), the other party shall be given the
opportunity, after 90 days153 prior written notice, to remove and retain all or
any part of such documents as such other party may select (at such other party153s
expense). Any information obtained under this Section 5.14 shall be kept
confidential, except as may be otherwise necessary in connection with the filing
of Tax Returns or claims for refund or in conducting an audit or other
proceeding. Any out-of-pocket expenses incurred in furnishing such information
or assistance pursuant to this Section 5.14 shall be borne by the party
requesting it.

Section 5.15 Conveyance Taxes. Conveyance Taxes attributable to
the sale of the Purchased Assets or the Business shall be borne fifty percent
(50%) by the Purchaser and fifty percent (50%) by BSC and the Sellers when due.
Without limiting the foregoing, each party shall complete and execute a resale
or other exemption certificate with respect to inventory and similar items sold
hereunder, and shall provide the other party with an executed copy thereof. BSC,
the Sellers and the Purchaser shall use reasonable efforts and cooperate in good
faith to exempt the sale and transfer of the Purchased Assets from any such
Conveyance Taxes. The Purchaser, BSC and the Sellers shall cooperate in the
preparation and filing of all necessary Tax Returns or other documents with
respect to all such Conveyance Taxes; provided, however, that in the
event any such Tax Return requires execution by any Seller, the Purchaser shall
prepare and deliver to such Seller a copy of such Tax Return at least five (5)
days before the due date thereof, and such Seller shall promptly execute such
Tax Return and deliver it to the Purchaser, which shall cause it to be filed.
The parties shall provide reimbursement for any Tax described in this Section
5.15 that is paid by the other parties as may be necessary such that the
Purchaser, on the one hand, and BSC and the Sellers, on the other each pay fifty
percent (50%) of such Conveyance Taxes.

Section 5.16 VAT and Recoverable Taxes. Save as otherwise
provided in this Agreement, Recoverable Taxes shall be borne entirely by the
party entitled to

recover such Taxes under applicable Law. VAT, to the extent not considered
Recoverable Taxes, shall be paid by the Purchaser on any supplies effected for
VAT purposes under or pursuant to the terms of this Agreement in accordance with
the provisions of this Section 5.16. The Purchaser, BSC and the Sellers shall
cooperate to file any Tax Return relating to VAT or Recoverable Taxes, to the
extent necessary. To the extent that any VAT is chargeable on any Purchased
Assets transferred pursuant to this Agreement, the transferring person (the
“Supplier“) shall deliver to the recipient (the “Recipient“): (i)
a valid VAT invoice where required by applicable Law or practice and (ii) any
other documentation as may be reasonably requested by the Recipient to assist it
to recover the VAT chargeable or payable, in each case, in such form and within
such timing as may be required by Law. An amount equal to the amount of VAT
chargeable or payable by the Supplier on the Purchased Assets transferred shall
be paid in addition to the consideration provided in this Agreement, by the
Recipient to the Supplier within five (5) Business Days of receipt of a valid
VAT invoice (or where no invoice is required, within five (5) Business Days of
demand) or, if later, two (2) Business Days before the date on which the
obligation to account for VAT would have had to be discharged in order to avoid
liability to interest or a charge or penalty. The Supplier shall account for all
amounts in respect of VAT paid to it by the Recipient to the appropriate Tax
Authorities in compliance with applicable Laws. The Supplier and the Recipient
shall use reasonable efforts and cooperate in good faith to determine the
appropriate rate of VAT and to exempt the transfer of the Purchased Assets from
any VAT and/or, where available, to apply for a specific VAT-relief for a
“Transfer Of a Going Concern” (TOGC). This shall include, but not be limited to,
cooperation to ensure that the transfer of the Purchased Assets is treated as
the transfer of a business or part thereof under Articles 19 and 29 of the VAT
Directive (2006/112/EC) and is not a supply of goods or the supply of services.
In the event that VAT is incorrectly charged by the Supplier, and the Supplier
is entitled to recover the amount of incorrectly charged VAT, the Supplier shall
use its reasonable best efforts to recover such amount and shall pay such
recovered amount over to the Recipient within three (3) Business Days after
receipt thereof.

Section 5.17 Proration of Taxes. Except as provided in Section
5.15 or 5.16, the portion of any Tax payable with respect to a Straddle Period
that is allocable to the portion of the Straddle Period ending on the Closing
Date or Facility Transfer Date applicable to the Purchased Asset or Transferred
Employee (or, with respect to any Deferred Asset or Deferred Closing Transfer
Employee, the applicable Deferred Closing Date) shall be (i) in the case of
property and similar ad valorem Taxes and any other Taxes not described in
clause (ii) below relating to the Purchased Assets or the Business, equal to the
amount of such Taxes for the entire Straddle Period multiplied by a fraction,
the numerator of which is the number of days during the Straddle Period that
fall on or prior to the Closing Date, Facility Transfer Date or Deferred Closing
Date, as applicable, and the denominator of which is the number of days in the
entire Straddle Period, and (ii) in the case of sales and similar Taxes,
employment Taxes and other Taxes that are readily apportionable based on an
actual or deemed closing of the books relating to the Purchased Assets or the
Business, computed as if such taxable period ended as of the close of business
on the Closing Date or Facility Transfer Date applicable to the Purchased Asset
or Transferred Employee or, with respect to any Deferred Asset or Deferred
Closing Transfer Employee, the applicable Deferred Closing Date. If any Taxes
subject to proration pursuant to the preceding sentence are paid by the
Purchaser or its Affiliates, on the one hand, or BSC or its Affiliates, on the
other hand, then the proportionate amount of such Taxes for which the non-paying
party is responsible under the terms of this

Agreement shall be promptly reimbursed to the paying party by the non-paying
party after the payment of such Taxes. Any refunds, credits or similar benefits
relating to such Taxes shall be allocated between the Purchaser and BSC in the
same manner that the Taxes to which the refunds, credits or similar benefits
relate were paid, and BSC shall promptly pay to the Purchaser, or the Purchaser
shall promptly pay to BSC, as the case may be, the portion of such refund,
credit or similar benefit received or realized that is allocable to the other
party hereunder.

Section 5.18 BSC Compensation Tax Items. (a) BSC and the
Purchaser acknowledge and agree that BSC and its Affiliates will take into
account any BSC Compensation Tax Items in computing liability for U.S. federal,
state and local income Taxes (and shall be responsible for all withholding and
information reporting with respect to such amounts), and that neither the
Purchaser nor any of its Affiliates will take into account any such BSC
Compensation Tax Items in computing liability for such Taxes except as provided
in this Section 5.18 or as otherwise required by applicable Law. The same
approach shall be followed for purposes of computing liability for Taxes outside
the United States, except to the extent the Laws of a particular jurisdiction
provide to the contrary.

(b) If BSC determines that, under applicable Law, neither BSC nor any of its
Affiliates is permitted to take into account any BSC Compensation Tax Item, and
the Purchaser or any of its Affiliates determines in good faith that it is
permitted or required to take into account such BSC Compensation Tax Item in
computing its income Tax liability, which determination shall be conclusive and
binding on the parties, then the Purchaser shall calculate in good faith and pay
to BSC the amount of any actual income Tax savings realized in the year such BSC
Compensation Tax Item is taken into account as a result of the BSC Compensation
Tax Item, it being understood that an actual income Tax saving shall only be
treated as occurring in a year to the extent that the Purchaser153s actual income
Tax payable in respect of such year without taking the BSC Compensation Tax Item
into account is greater than the amount of actual income tax that would have
been payable in such year had such BSC Compensation Tax Item not been taken into
account. The Purchaser shall make such payment, reduced by all expenses
(including any employment Taxes) incurred by the Purchaser or any of its
Affiliates in connection with this Section 5.18, to BSC, and provide BSC with
copies of the calculations of such actual income Tax savings, within ninety (90)
days following the filing of the Purchaser153s income tax Return for the year in
which such BSC Compensation Tax Item is realized. The Purchaser153s calculation of
such Tax savings shall be binding and conclusive on the parties in the absence
of manifest error. In the event that the Purchaser153s deduction of any BSC
Compensation Tax Item is disallowed by any Governmental Authority in any audit,
litigation, proceeding or otherwise, BSC shall repay to Purchaser the amount
Purchaser determines it had previously paid to BSC in respect of such disallowed
BSC Compensation Tax Item, together with any penalty, interest or other charges
imposed by any Governmental Authority in connection with such disallowance and
any other out of pocket expenses incurred by the Purchaser or any of its
Affiliates.

(c) In connection with any BSC Compensation Tax Items, BSC and the Purchaser
agree to provide each other with such cooperation and information as either of
them reasonably may request of the other, as provided under Section 5.14, which
cooperation shall include providing information with respect to information
reporting and withholding requirements applicable to the exercise by Transferred
Employees and Former Employees of

options to acquire BSC capital stock and the coordination of the responsible
party for such reporting and withholding requirements.

Section 5.19 Tax Treatment of Deferred Transfers. The parties
agree that (i) with respect to any Purchased Asset that is to be transferred to
the Purchaser pursuant to the Separation Agreement and (ii) with respect to any
Deferred Asset that is to be transferred to the Purchaser on a Deferred Closing
Date, a completed sale shall not be treated as occurring for Tax purposes until
the relevant Facility Transfer Date or Deferred Closing Date, as applicable, on
which legal title to the Purchased Asset passes to the Purchaser. Neither the
Purchaser nor BSC shall take (or cause any Affiliate to take) any position to
the contrary in any Tax Return or other Tax filing, or in connection with a Tax
audit, litigation or other proceeding.

Section 5.20 Successor Employer. BSC, the Sellers and the
Purchaser shall, to the extent possible, treat the Purchaser as a “successor
employer” and BSC and the Sellers as “predecessors,” within the meaning of
Sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to Transferred
Employees for purposes of Taxes imposed under the United States Federal
Unemployment Tax Act, as amended, or the United States Federal Insurance
Contributions Act, as amended. Each of the Purchaser, BSC and the Sellers agrees
to adopt the “Standard Procedure” described in IRS Revenue Procedure 2004-53 and
furnish a separate IRS Form W-2 to each Transferred Employee with respect to
wages paid by the Purchaser, on the one hand, and BSC and the Sellers, on the
other.

Section 5.21 Risk of Loss. The risk of loss or damage by fire
or other casualty to any of the Transferred Sites or Tangible Personal Property
before the Closing is assumed by BSC. In the event that any of the Transferred
Sites or Tangible Personal Property shall suffer any fire or casualty or any
injury before the Closing, BSC agrees to (i) repair the damage (or cause the
damage to be repaired by a landlord, as applicable) at its sole cost and expense
before the Closing Date, (ii) assign to the Purchaser the proceeds of all
insurance coverage in respect of such loss so long as such proceeds are a
reasonable approximation of the cost of such repairs, or (iii) make an
appropriate reduction in the Initial Purchase Price based on a reasonable
approximation of the cost of such repair. Except as otherwise provided in the
Separation Agreement, the risk of loss or damage by fire or other casualty to
any of the Transferred Sites or Tangible Personal Property after the Closing is
assumed by the Purchaser.

Section 5.22 Intercompany Arrangements. Notwithstanding any
other provision of this Agreement to the contrary (other than pursuant to any
Ancillary Agreement) as of the Closing, all services, commitments, agreements or
other arrangements that existed prior to the Closing between BSC and any Seller
or any other Affiliate of BSC with respect to the Business shall cease or be
terminated. Any such cessation or termination shall be without penalty to, and
shall not require any action by, the Purchaser or any of its Affiliates.

Section 5.23 Mixed Contracts. Except as may otherwise be agreed
by the parties in writing, any Contract (other than any Transferred Contract) to
which BSC or any Seller is a party prior to the Closing, in each case, that
inures to the benefit or burden of each of the Business and the BSC Other
Businesses, including those Contracts listed on Schedule 5.23 of the Disclosure
Schedule (a “Mixed Contract“), shall, to the extent commercially
reasonable, be separated on or after the Closing so that each of the Purchaser
and BSC shall be entitled to the

rights and benefits and shall assume the related portion of any Liabilities
inuring to their respective businesses. If any Mixed Contract cannot be so
separated, BSC and the Purchaser shall, and shall cause each of their respective
Affiliates to, take such other commercially reasonable efforts to cause (i) the
rights and benefits associated with that portion of each Mixed Contract that
relates to the Business to be enjoyed by the Purchaser; (ii) the Liabilities
associated with that portion of each Mixed Contract that relates to the Business
to be borne by the Purchaser; (iii) the rights and benefits associated with that
portion of each Mixed Contract that relates to the BSC Other Businesses to be
enjoyed by BSC; and (iv) the Liabilities associated with that portion of each
Mixed Contract that relates to the BSC Other Businesses to be borne by BSC. The
costs of such separation shall be borne by the parties in proportion to the
rights and benefits inuring to each of them under the Mixed Contract.
Notwithstanding anything to the contrary contained herein, the Liabilities to be
borne by the Purchaser under any Mixed Contracts hereunder shall not include and
the Purchaser shall not assume or have any responsibility for, and BSC shall,
and shall cause the Sellers to, retain and be responsible for paying, performing
and discharging when due, any Excluded Liabilities set forth in Sections
2.02(b)(i) through (xiv).

Section 5.24 Schedules and Exhibits to Certain Ancillary
Agreements; OUS Transfer Agreements. (a) The parties acknowledge that the
schedules and exhibits specified in Schedule 5.24(a) that are attached to the
forms of the Separation Agreement, the Transition Services Agreement, the Supply
Agreement and the Sales Agent Agreement are subject to modification between the
date hereof and the Closing Date to the extent agreed by the parties, including
to provide for greater detail or specificity regarding the subject matter
thereof. The parties agree to negotiate in good faith any such modifications to
such schedules and exhibits prior to the Closing Date; provided that the
parties hereby acknowledge and agree that, subject to their compliance with such
obligation to negotiate in good faith, failure to agree on any modifications to
such schedules and exhibits will not excuse either party from the performance of
any of its obligations hereunder, including its obligation to effect the Closing
on the terms and subject to the conditions set forth in Article VII.

(b) BSC and the Purchaser agree to negotiate in good faith to make any
changes necessary to the form of OUS Transfer Agreement attached hereto to
conform to applicable local Law, provided that the economic and legal substance
of the transactions contemplated by this Agreement are not affected by such
changes. In the event of any inconsistency between this Agreement and any OUS
Transfer Agreement, the terms of this Agreement shall prevail; provided
that in the case of any inconsistency that relates solely to the timing and
specific terms of the transfer of title to one or more Purchased Assets in a
particular jurisdiction, the OUS Transfer Agreement in that particular
jurisdiction shall prevail.

Section 5.25 IP Docket; Assignment Documents. (a) Prior to the
Closing, BSC shall provide the Purchaser with a schedule that lists all of the
registration, maintenance, annuity and renewal fees, and corresponding due
dates, that must be paid in order to maintain the Transferred Intellectual
Property during the sixty (60) day period following the Closing. Within sixty
(60) days after the Closing Date, BSC shall also deliver to the Purchaser all
information and documents in its possession, including all reasonably available
electronically stored information and documents, for the Purchaser to maintain
continuity of prosecution of all pending applications within the Transferred
Intellectual Property.

(b) Following the Closing Date and upon the written request of the Purchaser,
BSC hereby agrees, at its sole expense, to use and shall cause its Sellers to
use commercially reasonable efforts to promptly obtain and deliver to Purchaser
any existing patent assignment or other documents demonstrating ownership by BSC
or a Seller of the Transferred Intellectual Property, to the extent not already
provided pursuant to Section 2.06(d).

Section 5.26 Additional Patents. (a) The Purchaser shall within
ten (10) years following the Closing Date, notify BSC in writing of any patent
issued, or patent application filed, prior to the Closing Date owned by or
licensed to BSC or the Sellers as of the Closing Date that: (x) is neither
included in the Business Intellectual Property, nor licensed to the Purchaser
pursuant to the Seller IP License Agreement; and (y) the Purchaser determines
may be infringed by the import, use, manufacture, offer to sell or sale of
(“Covers“) a Transferred Product (which, as used in this Section 5.26,
has the meaning assigned to it in the Technology Transfer Agreement), as such
Transferred Product exists in, or is used or made by, the Business as conducted
by BSC or the Sellers as of the Closing Date. The rights in any such patent or
patent issuing from such application, as between the Parties, shall be assessed
as follows:

(i) if any claim of such patent Covers a Transferred Product, or method of
using or making a Transferred Product, as such Transferred Product exists in, or
is used or made by, the Business as conducted by BSC or the Sellers as of the
Closing Date, and does not also Cover another commercialized or development
phase device, or the using or making of such a device, of BSC or any of its
Affiliates existing on or before the Closing Date, then BSC and the Purchaser
shall promptly execute (1) an assignment transferring ownership of or the
license to such patent to the Purchaser, and (2) an amendment to the Purchaser
IP License Agreement adding such patent as a Licensed Patent or Third Party
Licensed Patent thereunder, as applicable, which assignment and amendment will
be effective as of the Closing Date;

(ii) if any claim of such patent Covers a Transferred Product, or method of
using or making a Transferred Product, as such Transferred Product exists in, or
is used or made by, the Business as conducted by BSC or the Sellers of the
Closing Date, and also Covers another commercialized or development phase
device, or the using or making of such a device, of BSC or any of its Affiliates
existing on or before the Closing Date, then such patent will be added to
Schedule A or C of the Seller IP License Agreement, as applicable, and BSC and
the Purchaser shall promptly execute an amendment to the Seller IP License
Agreement, which amendment will be effective as of the Closing Date; and

(iii) if no claim of such patent Covers a Transferred Product, or method of
using or making a Transferred Product, as such Transferred Product exists in, or
is used or made by, the Business as conducted by BSC or the Sellers as of the
Closing Date, then BSC or the Seller shall retain the exclusive right, title and
interest in any such patent.

(b) If a dispute arises under this Section 5.26, regarding (i) whether or not
the patent or patent application identified by the Purchaser Covers a
Transferred Product, as such Transferred Product exists in, or is used or made
by, the Business as conducted by BSC or the Sellers as of the Closing Date; and,
if so, (ii) whether or not any claim of any such patent satisfies any one of
clauses (i) : (iii) of this Section 5.26, that dispute, as well as the selection
of a single arbitrator to arbitrate the dispute, will be arbitrated before the
American Arbitration Association in Delaware under their Resolution of Patent
Disputes rules in a binding, non-appealable arbitration proceeding.

(c) If BSC or any of the Sellers chooses or is required by an arbitrator to
assign or license the rights to a patent or patent issuing from an application
to the Purchaser pursuant to this Section 5.26, then (i) BSC and the Sellers
shall have no liability (x) for failure of such identified patents or
applications to be so included in the Business Intellectual Property or licensed
pursuant to the Seller IP License Agreement, or (y) arising out of BSC153s or the
Sellers153 use or encumbering of such identified patents or applications prior to
receipt of such written notice from the Purchaser, (ii) such assignment or
license shall only be granted to the fullest extent (if any) that BSC and the
Sellers have the right to grant such assignment or (sub)license as of the date
of such assessment, and (iii) any royalties or fees paid or payable to BSC or
any of the Sellers by any third party following the Closing Date for a license
or transfer of any other interest, to the extent such royalties or fees are
directly attributable to the practice by such third party of a claim of or the
transfer of, as applicable, any patent that is required to be assigned (but not
licensed) to the Purchaser pursuant to this Section 5.26, shall be paid to the
Purchaser as of the date of notice given to BSC by the Purchaser.

ARTICLE VI

EMPLOYEE MATTERS

Section 6.01 Offers of Employment and Automatic Transfers. (a)
Except to the extent otherwise provided in the Transition Services Agreement,
(i) as of each applicable Employee Transfer Date, the Purchaser shall, solely as
required by applicable Transfer Law, automatically become the employer of the
Corresponding Transfer Date Employees and (ii) as of each applicable Employee
Transfer Date, and subject to (A) Purchaser153s satisfactory completion of
reasonable drug testing and reasonable criminal background check screening and
(B) OIG debar checking, sales representative credentialing and work
authorization (including to Form I-9 documentation), as applicable and
reasonably necessary, (C) execution of non-compete/confidentiality agreements
with terms no more restrictive to the applicable employee than those currently
in effect with respect to similarly situated employees of the Purchaser and (D)
any other documents as required by applicable Law to effect employment
(collectively, the “Purchaser153s Employment Contingencies“), the Purchaser
shall offer employment to the Corresponding Transfer Date Employees whose
employment is not required to be transferred automatically pursuant to Transfer
Law. In the event that the Purchaser intends not to offer employment to a
Corresponding Transfer Date Employee due to a purported failure by such
Corresponding Transfer Date Employee to satisfy the Purchaser153s Employment
Contingencies, then the Purchaser shall promptly inform BSC in writing of such
intention and the specific grounds therefor, and shall consider in good faith
any objection BSC may have to the

Purchaser not offering employment to such Corresponding Transfer Date
Employee. Such offer or transfer of employment initially shall be, subject to
applicable Law, at salary or other base compensation rate (including sales
commission rates) that is no less favorable to such Employee than the rate in
effect immediately prior to such applicable Employee Transfer Date. In addition,
the Purchaser shall offer employment at a location that is no more than
thirty-five (35) miles from the employee153s principal place of work immediately
prior to the applicable Employee Transfer Date. The Purchaser shall commence and
conclude all activities necessary to effectuate satisfaction of the Purchaser
Employment Contingencies with respect to the Corresponding Transfer Date
Employees whose employment is not required to be transferred automatically
pursuant to Transfer Law at its own cost and within the sixty (60) days prior to
the applicable Employee Transfer Date or, solely with respect to the Closing
Transfer Employees, within the period of time commencing on the date hereof and
concluding on the Closing, provided that BSC and the Sellers shall have provided
access to the applicable Corresponding Transfer Date Employees, and all
employment records and files relating thereto, no later than sixty (60) days
prior to the applicable Employee Transfer Date and, solely with respect to the
Closing Transfer Employees, shall have provided to the Purchaser immediately
following the date hereof, access to the Closing Transfer Employees, and all
employment records and files relating thereto. BSC and the Sellers shall use
their reasonable best efforts to cause the Corresponding Transfer Date Employees
to accept such offers of employment that are required to be made by the
Purchaser pursuant to this Section 6.01(a). In the event that the Purchaser
fails to comply with any of the requirements of this Section 6.01(a), other than
to the extent such failure is attributable to the failure of BSC or its
Affiliates to comply with applicable Transfer Laws or the provisions of Section
6.01(b) or the Transition Services Agreement, the Purchaser shall be responsible
for and indemnify, defend and hold harmless BSC and its Affiliates against any
cost, obligation or liability arising therefrom under WARN (or any comparable
non-U.S. Law) and the BSC Severance Pay and Layoff Notification Plan, as Amended
and Restated, effective as of August 1, 2008, or any other applicable Plan;
provided that BSC and its Affiliates shall be responsible for and
indemnify, defend and hold harmless the Purchaser against any cost, obligation
or liability to the extent attributable to a failure of BSC or its Affiliates to
comply with applicable Transfer Law or the provisions of Section 6.01(b) or the
Transition Services Agreement or arising from the inability of any applicant or
employee to meet the Purchaser153s Employment Contingencies to the Purchaser153s
satisfaction, including any claims brought by individuals for failure to become
employed or continue in employment with the Purchaser153s Employment
Contingencies. As used herein, “Transferred Employee” means each
Corresponding Transfer Date Employee who accepts such offer or whose employment
transfers automatically under applicable Transfer Laws and who, in either case,
actually commences employment with the Purchaser as of the applicable Employee
Transfer Date. With respect to any employee who is on short-term disability
leave, workers153 compensation leave, or other authorized leave of absence as of
the date of the applicable Employee Transfer Date and who accepts such offer of
employment with the Purchaser or whose employment transfers automatically, such
employment with the Purchaser shall commence and such employee shall become a
Transferred Employee as of the date of such employee returns to active
employment, subject to applicable Law.

(b) Cooperation. The parties hereto agree to cooperate fully with each
other as may be or may become required, necessary, proper or advisable under
this Agreement, the Transition Services Agreement or applicable Law, including
applicable Transfer Law, to consummate and make effective the transactions
contemplated hereby, or as may be agreed to by

the parties hereof, including assistance in any meeting with, filing with or
notification to, or obtaining any consent, authorization, order or approval of,
(i) any Corresponding Transfer Date Employee, (ii) any works council, labor
union, or employee representative, or (iii) any Governmental Authority. BSC and
the Sellers shall cooperate with the Purchaser in the Purchaser153s recruitment of
the Corresponding Transfer Date Employees, including (x) permitting the
Purchaser reasonable and prompt access to the Corresponding Transfer Date
Employees to communicate to such employees any information concerning employment
offers and employment with the Purchaser in accordance with this Agreement, (y)
providing on a timely basis any notices required of BSC or its Affiliates under
applicable Transfer Law and, to the extent such notice addresses matters
effective after the applicable Employee Transfer Date, consulting with Purchaser
in respect thereof and (z) subject to applicable Law, providing prompt access to
personnel files, organizational succession planning, talent review and
development planning documents of such employees. BSC and the Sellers shall use
all reasonable efforts to maintain favorable relations with the Corresponding
Transfer Date Employees from the date hereof up to and including the applicable
Employee Transfer Date, including taking all steps reasonably necessary to
retain the services and goodwill of each such employee, and shall refrain from
taking any action that could harm or damage relations with the Corresponding
Transfer Date Employees or that could cause any such employee to terminate the
employee153s service with BSC or any Seller prior to the applicable Corresponding
Transfer Date; provided that nothing herein shall be construed as
preventing BSC from enforcing its employment policies against Corresponding
Transfer Date Employees in accordance with its customary practices.

Section 6.02 Employee Benefits. (a) Except as contemplated by
Section 6.03 or the Transition Services Agreement, as of the applicable Employee
Transfer Date, each Transferred Employee shall cease to be covered under the
Plans. Except as otherwise set forth herein or in the Transition Services
Agreement, as of the applicable Employee Transfer Date, the Transferred
Employees shall be covered by the employee benefit plans of the Purchaser. For a
period from the date of the applicable Employee Transfer Date until eighteen
(18) months following such date, the Purchaser shall provide the Transferred
Employees (i) who are employed in the United States by the Purchaser with a
level of employee benefits substantially comparable in the aggregate to the
employee benefits provided to similarly situated employees of the Seller, and
(ii) who are employed by the Purchaser outside the United States with a level of
employee benefits substantially comparable in the aggregate to the employee
benefits provided to similarly situated employees of Purchaser, provided that,
in the case of either (i) or (ii) for the avoidance of doubt, “employee
benefits,” as used herein, shall not include any bonus or incentive compensation
benefits.

(b) (i) Provided that BSC153s incentive and bonus plans applicable to the
Transferred Employees who will be employed by the Purchaser are listed in
Section 6.02(b)(i) of the Disclosure Schedule (the “Incentive Plans“),
the Purchaser shall honor the percentage of target amount for each Transferred
Employee, under the terms of the Incentive Plans (A) with respect to Closing
Transfer Employees, through December 31, 2011, (B) with respect to the Cork
Transfer Employees, the Fremont Transfer Employees, the West Valley Transfer
Employees, the Deferred Closing Transfer Employees and the Delayed Transfer
Employees, if the applicable Employee Transfer Date has occurred on or prior to
September 30 of a given calendar year, through the end of such calendar year,
and (C) with respect to the Cork Transfer Employees, the Fremont Transfer
Employees, the West Valley Transfer Employees, the Deferred Closing

Transfer Employees and the Delayed Transfer Employees, if the applicable
Employee Transfer Date has occurred on or following October 1 of a given
calendar year, through the end of the calendar year following the calendar year
in which the applicable Employee Transfer Date occurred (in the case of each of
(A), (B) and (C) hereof, the “Incentive Compensation Continuation
Period“). The Purchaser shall be responsible for payments that are earned by
the applicable Transferred Employees pursuant to the terms of the Incentive
Plans during the Incentive Compensation Continuation Period, even if any such
payment is required to be made during the year following such Incentive
Compensation Continuation Period. Following such Incentive Compensation
Continuation Period, the applicable Transferred Employees shall be covered under
a bonus or incentive plan of the Purchaser that is provided to similarly
situated employees of the Purchaser to the extent applicable.

(ii) An amount equal to at least one hundred percent (100%) of the aggregate
target incentive pool for the Business as set forth in the The BSC 2010
Performance Incentive Plan (the “PIP“) for the 2010 fiscal year
attributable to each Closing Transfer Employee on Section 6.02(b)(ii) of the
Disclosure Schedule (the “2010 Bonus Pool”) shall be paid to the Closing
Transfer Employees identified on Section 6.02(b)(ii) of the Disclosure Schedule.
BSC shall pay a percentage portion of the 2010 Bonus Pool equal to the greater
of (i) fifty percent (50%) and (ii) a percentage equal to the percentage of the
2010 Bonus Pool that would be earned by the Closing Transfer Employees based on
actual performance as determined in good faith following the end of the PIP
performance year by BSC in its sole discretion, and, to the extent not paid by
BSC, on or before March 15, 2011, the Purchaser shall pay (or shall cause one of
its Affiliates to pay) the remainder, provided that, in no event shall Purchaser
be responsible for paying in excess of fifty percent (50%) of the target bonus
amount designated for each Closing Transfer Employee on Section 6.02(b)(ii) of
the Disclosure Schedule. No later than March 2, 2011, BSC shall provide
Purchaser with a list of each Closing Transfer Employee on Section 6.02(b)(ii)
of the Disclosure Schedule and the corresponding amount of bonus that has been
paid by BSC to such Closing Transfer Employee and the amount of bonus to be paid
by Purchaser. For the avoidance of doubt, this Section 6.02(b)(ii) shall apply
only to those Closing Transfer Employees identified on Section 6.02(b)(ii) of
the Disclosure Schedule and no other Transferred Employees and shall apply in
respect of 2010 only, and except as otherwise provided in this Section 6.02(b)
or the Transition Services Agreement, neither Purchaser nor its Affiliates shall
have any obligation in respect of wage payments to Transferred Employees in
respect of the period preceding the Closing.

(iii) With respect to payments due under any sales retention bonus program of
BSC or its Affiliates that is identified on Section 6.02(b)(iii) of the
Disclosure Schedule, the Purchaser shall make payments to Transferred Employees,
as and when they otherwise become due under such program following the Closing
Date, equal to the amount otherwise due under such program (exclusive of amounts
attributable to fringe or similar benefits) multiplied by a fraction, the
numerator of which is the number of days in the applicable retention period
following the Closing Date and the denominator of

which is the number of days in the retention period; provided that in
no event shall the aggregate bonus amount on which Purchaser153s payment
obligation under this Section 6.02(b)(iii) is determined (before application of
the proration fraction described in the preceding provisions of this Section
6.02(b)(iii)) exceed $2,150,000.

(c) For a period from the date of the applicable Employee Transfer Date until
twelve (12) months following such date (the “Severance Plan Continuation
Period“), the Purchaser shall honor the terms of the severance plans
applicable to the Transferred Employees who are employed by the Purchaser,
provided that such plans are listed in Section 6.02(c) of the Disclosure
Schedule, and following such Severance Plan Continuation Period, the applicable
Transferred Employees shall be covered under a severance plan of the Purchaser
that is provided to similarly situated employees of the Purchaser, to the extent
applicable.

(d) Each Transferred Employee shall (without prejudice to any rights under
relevant Transfer Laws or other applicable Laws relating to deemed continuity of
service) receive credit for services with BSC and its Affiliates and
predecessors under the Purchaser153s employee benefit plans to the extent of
participation therein for purposes of eligibility, vesting and benefit accrual
solely to the extent such credit was provided to such Transferred Employee under
the applicable Plan as of immediately prior to the applicable Employee Transfer
Date and provided that in no event shall such service be credited to the
extent it would result in the duplication of benefits or the funding thereof, or
cause a Transferred Employee to receive any benefit whatsoever other than
additional eligibility, vesting or benefit accrual service credits under
Purchaser153s employee benefit plans (to the extent of participation therein), to
the extent applicable.

Section 6.03 Existing Agreements. From and after the applicable
Employee Transfer Date, the Purchaser hereby assumes and shall honor the
agreements listed in Section 6.03 of the Disclosure Schedule, subject to any
amendment or modification agreed to between the Purchaser and the applicable
employee who is a party to such agreement.

Section 6.04 WARN. The Purchaser shall be responsible for any
obligation with respect to the Transferred Employees under the Worker Adjustment
Retraining and Notification Act of 1988 and any applicable state or local
equivalent arising or accruing after the applicable Employee Transfer Date
(collectively, “WARN“) and any comparable non-U.S. Law. Except as
otherwise provided in Section 6.01(a), BSC shall be responsible for any such
obligation arising or accruing before the applicable Employee Transfer Date. On
or before the Closing Date, BSC and the Sellers shall provide a list of the name
and site of employment of any and all employees of Seller who have experienced,
or will experience, an employment loss or layoff : as defined by WARN or any
comparable non-U.S. law requiring notice to employees in the event of a closing
or layoff : within ninety (90) days prior to the Closing Date. BSC shall update
this list up to and including the Closing Date. The parties hereto agree to
cooperate in good faith to determine whether any notification may be required
under WARN as a result of the transaction contemplated by this Agreement.

Section 6.05 COBRA. BSC shall be responsible for the
administration of and shall retain any and all obligations and liabilities for
continuation coverage under the

Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
(“COBRA“), with respect to the Transferred Employees and their dependents
and beneficiaries for “qualifying events” occurring on or prior to the date on
which the Transferred Employee becomes a Transferred Employee (for purposes of
clarity, to the extent such Transferred Employees are covered under an employee
benefit plan providing for such COBRA continuation benefits), and the Purchaser
shall be responsible for all obligations and liabilities for COBRA continuation
coverage for Transferred Employees and their dependents and beneficiaries with
respect to “qualifying events” occurring after the date on which the Transferred
Employee becomes a Transferred Employee (for purposes of clarity, to the extent
such Transferred Employees are covered under an employee benefit plan providing
for COBRA continuation benefits).

Section 6.06 401(k) Plans. (a) Effective as of the applicable
Employee Transfer Date, no Transferred Employee shall actively participate in
BSC153s 401(k) Retirement Savings Plan (“BSC153s 401(k) Plan“). On the date
of the applicable Employee Transfer Date, Transferred Employees who participate
in BSC153s 401(k) Plan shall immediately be 100% vested in their individual
account balances under BSC153s 401(k) Plan.

(b) As soon as administratively practicable following the date of the
applicable Employee Transfer Date, BSC shall advise such Transferred Employees
who participated in BSC153s 401(k) Plan of their right to elect to receive a
distribution of, or to directly rollover, their individual account balances in
BSC153s 401(k) Plan. To the extent permitted by Law and provided that the
Purchaser is reasonably satisfied that BSC153s 401(k) Plan is qualified within the
meaning of Section 401(a) of the Code, as soon as practicable following the date
of the applicable Employee Transfer Date, such account balances may be
transferred by Transferred Employees to a defined contribution retirement plan
maintained by the Purchaser (the “Purchaser153s 401(k) Plan“) in a direct
rollover or rollover contribution. Service of each Transferred Employee prior to
the applicable Employee Transfer Date which was recognized under BSC153s 401(k)
Plan shall be credited to such Transferred Employee for purposes of eligibility
and vesting under the Purchaser153s 401(k) Plan. Prior to the applicable Employee
Transfer Date, the Purchaser shall amend the Purchaser153s 401(k) Plan to the
extent necessary to accept direct rollovers from BSC153s 401(k) Plan and to permit
Transferred Employees to make rollover contributions to the Purchaser153s 401(k)
Plan.

Section 6.07 Accrued Vacation. Except as otherwise required by
applicable Law, BSC shall pay to each Transferred Employee, as soon as
administratively practicable, but no later than two (2) pay periods following
the applicable Employee Transfer Date, a cash payment reflecting the value of
such employee153s unused accrued vacation and any other paid time off calculated
at the employee153s base hourly or salary rate in effect just prior to the
applicable Employee Transfer Date.

Section 6.08 No Guarantee of Continued Employment; No Third-Party
Rights. Notwithstanding anything contained in this Article VI or otherwise
in this Agreement, nothing in this Agreement shall confer upon any Transferred
Employee the right to continue in employment with the Purchaser following the
applicable Employee Transfer Date, or is intended to interfere with the
Purchaser153s right or ability (i) to terminate the employment of any Transferred
Employee for any reason or no reason following the applicable Employee Transfer
Date or (ii) subject to Section 6.02, to amend, modify or terminate any benefit
plan, program, agreement or

arrangement in the sole discretion of the Purchaser. The parties hereto
acknowledge and agree that all provisions contained in this Article VI are
included for the sole benefit of the respective parties to this Agreement and
shall not create any right in any other Person, including any employees, former
employees, any participant in any employee benefit plan, policy or arrangement
maintained by Sellers or BSC or any beneficiary thereof.

Section 6.09 Compliance with Law. BSC, Sellers and the
Purchaser agree to comply with all applicable Laws pertaining to the subject
matter of this Article VI. Without limiting the generality of the foregoing, the
parties herein expressly acknowledge and agree that (i) any action ostensibly
required or permitted under this Article VI shall only be required or permitted
to the extent consistent with applicable Law; (ii) applicable Law may also
require a party herein to take actions in addition to those it is otherwise
contractually obligated to take hereunder; and (iii) any failure of a party
hereto to abide by applicable Law pertaining to the subject matter of this
Article VI shall be deemed a breach of this Agreement.

ARTICLE VII

CONDITIONS TO CLOSING

Section 7.01 Conditions to Obligations of BSC. The obligations
of BSC to consummate the transactions contemplated by this Agreement shall be
subject to the fulfillment or written waiver, at or prior to the Closing, of
each of the following conditions:

(a) Representations, Warranties and Covenants. (i) The representations
and warranties of the Purchaser contained in this Agreement (disregarding all
qualifications set forth therein relating to “materiality”) shall be true and
correct in all respects both at and as of the date of this Agreement and at and
as of the Closing (except that those representations and warranties that are
made as of another specified date need only be so true and correct as of such
specified date), except where the failure of such representations and warranties
to be true and correct would not materially and adversely affect the ability of
the Purchaser to carry out its obligations under, and to consummate, the
transactions contemplated by this Agreement, the Purchaser IP License Agreement
and the Ancillary Agreements specified in the definition of “Material Adverse
Effect” (other than with respect to the representations and warranties contained
in Sections 4.01, 4.02(a) and (b), 4.03 and 4.04, which shall be true and
correct in all material respects); (ii) the covenants and agreements contained
in this Agreement to be complied with by the Purchaser on or before the Closing
shall have been complied with in all material respects; and (iii) BSC shall have
received a certificate of the Purchaser signed by a duly authorized
representative thereof dated as of the Closing Date certifying the matters set
forth in clauses (i) and (ii) above;

(b) Governmental Approvals. (i) Any waiting period (and any extension
thereof) under the HSR Act shall have expired or shall have been terminated; and
(ii) any consents, authorizations, orders, approvals, declarations and filings
required prior to the Closing under any applicable Antitrust Laws and identified
in Section 7.01(b) of the Disclosure Schedule will have been made or obtained;
and

(c) No Order. No Governmental Authority shall have enacted, issued,
promulgated, enforced or entered any Law or Governmental Order (whether
temporary, preliminary or permanent) that has the effect of making the
transactions contemplated by this Agreement or the Ancillary Agreements illegal
or otherwise restraining or prohibiting the consummation of such transactions.

Section 7.02 Conditions to Obligations of the Purchaser. The
obligations of the Purchaser to consummate the transactions contemplated by this
Agreement shall be subject to the fulfillment or written waiver, at or prior to
the Closing, of each of the following conditions:

(a) Representations, Warranties and Covenants. (i) The representations
and warranties of BSC contained in this Agreement (disregarding all
qualifications set forth therein relating to “materiality” or “Material Adverse
Effect”) shall be true and correct in all respects both at and as of the date of
this Agreement and at and as of the Closing (except that those representations
and warranties that are made as of another specified date need only be so true
and correct as of such specified date), except where the failure of such
representations and warranties to be true and correct would not have a Material
Adverse Effect (other than with respect to the representations and warranties
contained in Sections 3.01, 3.02(a) and (b) and 3.03, which shall be true and
correct in all material respects); (ii) the covenants and agreements contained
in this Agreement to be complied with by BSC at or before the Closing shall have
been complied with in all material respects; and (iii) the Purchaser shall have
received a certificate of BSC signed by a duly authorized representative thereof
dated as of the Closing Date certifying the matters set forth in clauses (i) and
(ii) above;

(b) Governmental Approvals. (i) Any waiting period (and any extension
thereof) under the HSR Act shall have expired or shall have been terminated, and
(ii) any consents, authorizations, orders, approvals, declarations and filings
required prior to the Closing under any applicable Antitrust Laws and identified
in Section 7.02(b) of the Disclosure Schedule will have been made or obtained;

(d) No Proceeding or Litigation. No proceeding or litigation initiated
by any Governmental Authority against BSC or any of the Sellers or the Purchaser
or their respective Affiliates seeking to prohibit the transactions contemplated
by this Agreement and the Ancillary Agreements shall be actually pending;

(e) Consents and Approvals. Purchaser shall have obtained, each in
form and substance reasonably satisfactory to the Purchaser, the consents and
approvals set forth on Schedule 7.02(e);

(f) No Material Adverse Effect. No Material Adverse Effect will have
occurred; and

(g) Audited Special Purpose Financial Statements. The Purchaser shall
have received from BSC at least five (5) Business Days prior to the Closing
Date, the Audited Special Purpose Financial Statements, which shall be, in all
material respects, consistent with the Unaudited Special Purpose Financial
Statements provided to the Purchaser by BSC prior to the date hereof.

ARTICLE VIII

INDEMNIFICATION

Section 8.01 Survival of Representations and Warranties. The
representations and warranties of the parties hereto contained in this Agreement
shall survive the Closing for a period of two (2) years after the Closing Date;
provided that: (a) the representations and warranties contained in
Section 3.01, Sections 3.02(a) and (b), Section 3.03, Section 3.10(b), Section
3.12(a), Section 3.22, Section 4.01, Sections 4.02(a) and (b), Section 4.03,
Section 4.06 and Section 4.07 shall survive the Closing indefinitely (the
foregoing, other than Section 3.10(b), the “Specified Representations and
Warranties“) and (b) in respect of (i) each Transferred Site, (ii) the
Purchased Assets at such site, and (iii) the Products manufactured at such site,
the representations and warranties contained in Section 3.10(a) and Section
3.12(b) shall survive the Closing for a period of four (4) years after the
applicable Facility Transfer Date. Claims relating to the covenants contained in
Section 5.01 shall survive the Closing for a period of two (2) years after the
Closing Date, and all covenants and agreements contained herein that contemplate
performance following the Closing shall survive the Closing indefinitely unless
the covenant or agreement specifies a term, in which case such covenant or
agreement shall survive the Closing for such specified term. Any claim made by
the party seeking to be indemnified within the time periods set forth in this
Section 8.01 shall survive until such claim is finally and fully resolved.

Section 8.02 Indemnification by BSC. The Purchaser and its
Affiliates, officers, directors, employees, agents, successors and assigns
(each, a “Purchaser Indemnified Party“) shall be indemnified and held
harmless by BSC for and against all losses, damages, claims, costs and expenses,
interest, awards, judgments and penalties (including reasonable attorneys153 fees
and expenses) suffered or incurred by them (hereinafter, a “Loss“),
directly or indirectly, arising out of or resulting from: (a) the breach of any
representation or warranty made by BSC contained in this Agreement (it being
understood that for purposes of this Section 8.02(a) all “materiality” and
“Material Adverse Effect” qualifications and exceptions contained in such
representations and warranties shall be disregarded); (b) the breach of any
covenant or agreement by BSC contained in this Agreement; or (c) the Excluded
Liabilities. The Purchaser acknowledges and agrees that BSC shall not have any
liability under any provision of this Agreement (other than Section 8.02(a)) for
any Loss to the extent it relates solely to actions taken by the Purchaser and
its Affiliates after the Closing Date.

Section 8.03 Indemnification by the Purchaser. BSC and its
Affiliates, officers, directors, employees, agents, successors and assigns
(each, a “Seller

Indemnified Party“) shall be indemnified and held harmless by the
Purchaser for and against any and all Losses, directly or indirectly, arising
out of or resulting from: (a) the breach of any representation or warranty made
by the Purchaser contained in this Agreement (it being understood that for
purposes of this Section 8.03(a) all “materiality” qualifications and exceptions
contained in such representations and warranties shall be disregarded); (b) the
breach of any covenant or agreement by the Purchaser contained in this
Agreement; (c) the Assumed Liabilities or, with respect to a Deferred Closing
Country, the Deferred Liabilities for such Deferred Closing Country from and
after the applicable Deferred Closing Date; or (d) any claims by or in respect
of Transferred Employees to the extent arising or otherwise attributable to the
period after the applicable Employee Transfer Date, except in the case of
clauses (c) and (d) for Losses, directly or indirectly, arising out of or
resulting from (i) the breach of any representation or warranty made by BSC
contained in this Agreement (it being understood that for purposes of this
Section 8.03 all “materiality” and “Material Adverse Effect” qualifications and
exceptions contained in such representations and warranties shall be
disregarded), (ii) the breach of any covenant or agreement by BSC contained in
this Agreement; (iii) the Excluded Liabilities or (iv) items for which BSC or
its Affiliates have agreed to indemnify any of the Purchaser Indemnified Parties
under the Ancillary Agreements.

Section 8.04 Limits on Indemnification. (a) No claim may be
asserted nor may any Action be commenced against either party hereto for breach
of any representation, warranty, covenant or agreement contained herein, unless
written notice of such claim or action is received by such party describing in
reasonable detail the facts and circumstances with respect to the subject matter
of such claim or Action on or prior to the date on which the representation,
warranty, covenant or agreement on which such claim or Action is based ceases to
survive as set forth in Section 8.01.

(b) Notwithstanding anything to the contrary contained in this Agreement: (i)
no Indemnifying Party shall be liable for any claim for indemnification pursuant
to Section 8.02(a) or 8.03(a), as applicable, unless and until the aggregate
amount of indemnifiable Losses which may be recovered from the Indemnifying
Party equals or exceeds, in the case where the Purchaser is the Indemnifying
Party, an amount equal to 1.5% of the Purchase Price and, in the case where BSC
is the Indemnifying Party, an amount equal to 1.5% of the Purchase Price less
the amount of Excess Costs paid by the Purchaser pursuant to Section 5.05, after
which the Indemnifying Party shall be liable only for those Losses in excess of
such amount (except in the case of any Losses for any breach of any
representation or warranty contained in Section 3.02(c), Section 3.10(a),
Section 3.10(b) or Section 3.12(b), in which case the Indemnifying Party shall
be liable for all such Losses); (ii) no Losses may be claimed under Section
8.02(a) or 8.03(a) or shall be included in calculating the aggregate Losses set
forth in clause (i) above other than Losses in excess of $150,000 resulting from
any single claim or aggregated claims arising out of the same facts, events or
circumstances; (iii) the maximum amount of indemnifiable Losses which may be
recovered from an Indemnifying Party arising out of or resulting from the causes
set forth in Section 8.02(a) or 8.03(a), as applicable, shall be an amount equal
to 10% of the Purchase Price; and (iv) except (A) in the case of Third Party
Claims in which an Indemnified Party pays an amount to a third party in respect
of a Claim by a third party and (B) any breach of Section 5.06 (Retained Names
and Marks), Section 5.10 (Non-Solicitation) or 5.11 (Non-Competition), neither
party hereto shall have any liability under this Article VIII for any punitive,
consequential, special or indirect damages, including loss of future

revenue or income, or loss of business reputation or opportunity;
provided that the foregoing limitations in clauses (i), (ii) and (iii)
above shall not apply to any breach of Section 3.15 or the Specified
Representations and Warranties; provided further that clause (iii)
above shall not apply to any breach of any representation or warranty contained
in Section 3.10(a), Section 3.10(b) and Section 3.12(b). In addition, no action
taken by BSC or any Seller in compliance with Section 5.01(b) shall be deemed to
be a breach of any representation or warranty or other covenant or agreement of
BSC or any Seller under this Agreement for any purpose hereunder.

(c) For all purposes of this Article VIII, “Losses” shall be net of any
insurance recoveries actually paid to the Indemnified Party or its Affiliates
under any insurance policy in connection with the facts giving rise to the right
of indemnification; provided, the amount of such recovery shall be
reduced by any costs and expenses incurred in obtaining such recovery and by the
amount of any increase in insurance premiums resulting from making the claim
giving rise to such recovery.

Section 8.05 Notice of Loss; Third Party Claims; Mixed
Actions. (a) An Indemnified Party shall give the Indemnifying Party notice
of any matter which an Indemnified Party has determined has given or could give
rise to a right of indemnification under this Agreement, within 60 days of such
determination, stating the amount of the Loss, if known, and method of
computation thereof, and containing a reference to the provisions of this
Agreement in respect of which such right of indemnification is claimed or
arises; provided, that the failure to provide such notice shall not
release the Indemnifying Party from any of its obligations under this Article
VIII except to the extent that the Indemnifying Party is actually and materially
prejudiced by such failure.

(b) If an Indemnified Party shall receive notice of any Action, audit, claim,
demand or assessment made by any Person who is not a party to this Agreement or
its Affiliates against it which may give rise to a claim for Losses under this
Article VIII (each, together with any matter set forth in Section 2.02(b)(vii),
a “Third Party Claim“), within 60 days of the receipt of such notice, the
Indemnified Party shall give the Indemnifying Party notice of such Third Party
Claim; provided that the failure to provide such notice shall not release
the Indemnifying Party from any of its obligations under this Article VIII
except to the extent that the Indemnifying Party is actually and materially
prejudiced by such failure. The Indemnifying Party shall be entitled, at its
option, to assume and control the defense of such Third Party Claim at its
expense and through counsel of its choice if it gives notice of its intention to
do so to the Indemnified Party within 45 days of the receipt of such notice from
the Indemnified Party. If the Indemnifying Party elects to undertake any such
defense against a Third Party Claim the Indemnified Party may, upon giving prior
written notice to the Indemnifying Party, participate in such defense at its own
expense. Notwithstanding the foregoing, (i) if the claim for indemnification is
with respect to a criminal proceeding, action, indictment, allegation or
investigation against the Indemnified Party, then to the extent the Third Party
Claim relates to the foregoing, the Indemnified Party shall be entitled to
conduct and control the defense of such criminal proceeding, action, indictment,
allegation or investigation with counsel of its choosing, and the reasonable
attorneys153 fees and expenses incurred by the Indemnified Party shall be borne by
the Indemnifying Party, or (ii) if the Indemnified Party has been advised by
counsel that a reasonable likelihood exists of a conflict of interest between
the Indemnifying Party and the Indemnified Party, then the Indemnified Party
shall be entitled to participate in the defense of

such action or claim with counsel of its choosing and the reasonable
attorneys153 fees and expenses incurred by the Indemnified Party shall be borne by
the Indemnifying Party. The Indemnified Party shall cooperate with the
Indemnifying Party in such defense and make available to the Indemnifying Party,
at the Indemnifying Party153s expense, all witnesses, pertinent records, materials
and information in the Indemnified Party153s possession or under the Indemnified
Party153s control relating thereto as is reasonably required by the Indemnifying
Party. If the Indemnifying Party assumes the defense of any Third Party Claim,
the Indemnified Party shall not settle such Third Party Claim unless the
Indemnifying Party consents in writing (such consent not to be unreasonably
withheld or delayed). If the Indemnifying Party assumes the defense of any Third
Party Claim, the Indemnifying Party shall not, without the prior written consent
of the Indemnified Party (which may be withheld in the Indemnified Party153s sole
discretion), enter into any settlement or compromise or consent to the entry of
any judgment with respect to such Third Party Claim if such settlement,
compromise or judgment (x) involves a finding or admission of wrongdoing by the
Indemnified Party or any of its Affiliates, (y) does not include an
unconditional written release by the claimant or plaintiff of the Indemnified
Party and its Affiliates from all liability in respect of such Third Party Claim
or (z) imposes equitable remedies or any obligation on the Indemnified Party or
any of its Affiliates other than solely the payment of money damages for which
the Indemnified Party will be indemnified hereunder. If the Indemnified Party
assumes the defense of any Third Party Claim, the Indemnifying Party shall
cooperate with the Indemnified Party in such defense and make available to the
Indemnified Party all witnesses, pertinent records, materials and information in
the Indemnifying Party153s possession or under the Indemnifying Party153s control
relating thereto as is reasonably required by the Indemnified Party. If the
Indemnified Party assumes the defense of any Third Party Claim, the Indemnified
Party shall not settle such Third Party Claim without the prior written consent
of the Indemnifying Party (such consent not to be unreasonably withheld or
delayed).

(c) Notwithstanding anything to the contrary contained herein, if a Third
Party Claim constitutes a Mixed Action, the parties shall jointly discuss in
good faith a strategy for the conduct and control of a Mixed Action, including
the selection of counsel (the “Defense Strategy“); provided that
if the parties cannot agree in writing on the Defense Strategy for such Mixed
Action within twenty (20) Business Days after delivery of the notice referred to
above in respect of such Mixed Action, each party shall be entitled, subject to
clause (i) of Section 8.05(b), to assume and control the defense of the portion
of such Mixed Action for which it is responsible or otherwise may be obligated
to indemnify the other party (the “Assumed Portion“); provided
further that each such assuming party shall not, without the prior written
consent of the other party (which may be withheld in the other party153s sole
discretion), enter into any settlement or compromise or consent to the entry of
any judgment with respect to such Assumed Portion if such settlement, compromise
or judgment (x) involves a finding or admission of wrongdoing by either party or
any of its Affiliates, (y) does not include an unconditional written release by
the claimant or plaintiff of the other party and its Affiliates from all
liability in respect of such Assumed Portion, or (z) imposes equitable remedies
or any obligation on the other party or any of its Affiliates in respect of such
Assumed Portion other than solely the payment of money damages for which the
assuming party is responsible or the other party will be indemnified hereunder.
Each party to a Mixed Action may participate in the defense of the other party153s
Assumed Portion of such Mixed Action (including by having its representatives
and counsel appear at all hearings, depositions and settlement negotiations
related

thereto), regardless of whether the Mixed Action is subsequently bifurcated
or otherwise separately tried in part or whole, and will bear the costs and
expenses incurred by it in connection with such participation, unless otherwise
agreed in accordance with the Defense Strategy. Each party shall also cooperate
with the other party in the defense of the other party153s Assumed Portion and
make available to the other party, at the other party153s expense, all witnesses,
pertinent records, materials and information in such party153s possession or under
its control relating thereto as is reasonably required by the other party. For
purposes of this Agreement, a “Mixed Action” means any Third Party Claim
that a party believes is reasonably likely to include both (1) claims in respect
of which it will be the Indemnified Party under this Article VIII and (2) claims
(A) as to which no right of indemnification exists for such party under this
Article VIII, or (B) as to which it is the Indemnifying Party under this Article
VIII.

Section 8.06 Tax Treatment. To the extent permitted by Law, the
parties hereto agree to treat all payments made under this Article VIII, under
any other indemnity provision contained in this Agreement, and for any
misrepresentations or breach of warranties or covenants, as adjustments to the
Purchase Price for all Tax purposes.

Section 8.07 Remedies. The Purchaser and BSC acknowledge and
agree that, (a) following the Closing, the indemnification provisions of this
Article VIII shall be the sole and exclusive remedies of the Purchaser and BSC
for any claims under this Agreement, provided that nothing in this
Section 8.07 shall restrict or prohibit any party bringing any action for fraud,
intentional misrepresentation, intentional and material breach or from seeking
specific performance of any obligation hereunder, and (b) anything herein to the
contrary notwithstanding, except in the case of actual fraud, no breach of any
representation, warranty, covenant or agreement contained herein shall give rise
to any right on the part of the Purchaser or BSC, after the Closing Date, to
rescind this Agreement or any of the Ancillary Agreements or any of the
transactions contemplated hereby or thereby. Each party hereto shall, and shall
cause its Affiliates to, take all reasonable steps to mitigate its Losses upon
and after becoming aware of any event that could reasonably be expected to give
rise to any Losses.

Section 8.08 Set-Off Rights.

(a) Other than as expressly provided in this Section 8.08, neither party
hereto shall have any right to set-off any amounts determined to be owed under
this Agreement (including by an Indemnifying Party to any Indemnified Party
pursuant to this Article VIII) against any amount payable by such party or any
of its Affiliates pursuant to this Agreement, any of the Ancillary Agreements or
otherwise.

(b) The Purchaser shall be entitled to withhold and set-off against the
Milestone Payments the amount of any Third Party Claim against a Purchaser
Indemnified Party that has been made in writing and in respect of which the
Purchaser has sought indemnification from BSC in accordance with Sections
8.04(a) and 8.05(b) or the amount of any payment due by BSC under Section 14.06
of the Separation Agreement (a “Set-Off Claim“) subject to the terms of
this Section 8.08.

(c) No set-off may be made unless the Purchaser has provided a written notice
of request (a “Request Notice“) in respect of a Set-Off Claim at least
forty-five (45) days

prior to the date the Purchaser is required to make a Milestone Payment
pursuant to Section 2.04 (a “Milestone Payment Date“), unless the
Purchaser first receives notice of a Third Party Claim within such forty-five
(45) day period, in which case the Purchaser shall give a Request Notice in
respect of such Set-Off Claim as promptly as practicable (but in no event later
than five (5) Business Days) following receipt of such notice. The Request
Notice shall include (i) a description of the Purchaser153s good faith basis for
determining that such Set-Off Claim gives rise to a right of indemnification
under Section 8.02, and (ii) the Purchaser153s good faith estimate of the amount
of Loss reasonably likely to be incurred by a Purchaser Indemnified Party in
respect of such Set-Off Claim (the “Requested Set-Off Payment“).

(d) If BSC does not deliver written notice to the Purchaser disputing a
Set-Off Claim or the amount of a Requested Set-Off Payment, which notice shall
describe the basis for BSC153s dispute of such Set-Off Claim (a “Set-Off
Dispute Notice“), by 5:00 p.m. New York time on the tenth (10^th)
Business Day after BSC153s receipt of the Request Notice, then, as of the Business
Day following the end of such 10 Business Day period, the Purchaser shall be
entitled to withhold and set-off such Requested Set-Off Payment against the next
Milestone Payment in accordance with Section 8.08(h).

(e) If BSC delivers a Set-Off Dispute Notice in accordance with Section
8.08(d), BSC and the Purchaser will attempt in good faith to resolve their
dispute in respect of the Set-Off Claim. If they fail to resolve their dispute
for any reason within ten (10) Business Days after BSC153s delivery of the Set-Off
Dispute Notice to the Purchaser, the dispute shall be arbitrated in Wilmington,
Delaware by a single arbitrator in accordance with the Commercial Arbitration
Rules of the American Arbitration Association and the expedited procedures
thereof (other than, to the extent possible, rule E-10-Compensation). BSC or the
Purchaser shall submit the dispute to arbitration as promptly as practicable
(but in no event later than ten (10) Business Days) after the ten Business Day
period referred to above, and shall instruct the arbitrator to determine only
whether the Purchaser is entitled to set-off all or any portion of the amount of
the Requested Set-Off Payment in accordance with this Section 8.08. The decision
of the arbitrator shall be rendered as promptly as practicable (if possible no
later than thirty (30) days) after the appointment of the arbitrator, or as soon
thereafter as practicable. The decision and award of the arbitrator shall be
deemed final and conclusive for purposes of whether the Purchaser shall be
entitled to set-off the amount of the Requested Set-Off Payment under this
Section 8.08, but not in respect of any other matter relating to such Set-Off
Claim, including whether any Purchaser Indemnified Party is ultimately
determined to be entitled to be indemnified in respect of such Set-Off Claim
under Section 8.02. The decision and award of the arbitrator shall be final and
binding on the parties for the purpose set forth above, and may be entered and
enforced in any court having jurisdiction.

(f) If the arbitrator rules that the Set-Off Claim is not a claim that
entitles the Purchaser to withhold and set-off all or any portion of the
Requested Set-Off Payment against the next Milestone Payment (the
“Disallowed Requested Set-Off Payment“), the Purchaser shall have no
right to withhold or set-off the Disallowed Requested Set-Off Payment in respect
of such Set-Off Claim and, if the Requested Set-Off Payment in respect of such
Set-Off Claim has previously been deposited in the Escrow Account, BSC shall be
entitled to instruct the Escrow Agent to release an amount equal to the
Disallowed Requested Set-Off Payment (plus any interest earned on such
Disallowed Requested Set-Off Payment at a rate of interest

from time to time publicly announced by Bank of America, N.A. as its prime or
base rate plus 2%) to BSC from the Escrow Account in accordance with the terms
of the Escrow Agreement.

(g) If the arbitrator rules that the Purchaser is entitled to set-off all or
any portion of the Requested Set-Off Payment in respect of such Set-Off Claim
(the “Allowed Requested Set-Off Payment“), the Purchaser shall have the
right to withhold and set-off against the Milestone Payments the Allowed
Requested Set-Off Payment in respect of such Set-Off Claim, and the amount of
the Allowed Requested Set-Off Payment may be deposited, or if the Requested
Set-Off Payment has previously been deposited, retained, in the Escrow Account
in accordance with the terms of the Escrow Agreement.

(h) If BSC has not delivered a Set-Off Dispute Notice in accordance with
Section 8.08(d), or if the amount of the Requested Set-Off Payment has not been
determined in accordance with this Section 8.08 prior to the date of the next
Milestone Payment Date, the Purchaser shall deposit an amount equal to the
Requested Set-Off Payment into an escrow account (the “Escrow Account“)
on the Milestone Payment Date in accordance with the terms of the Escrow
Agreement. Otherwise, the amount of the Allowed Requested Set-Off Payment shall
be deposited by the Purchaser in the Escrow Account on such date. The Requested
Set-Off Payment or the Allowed Requested Set-Off Payment (as applicable) shall
be released from the Escrow Account in accordance with the terms of the Escrow
Agreement.

Section 8.09 Information; Waiver. The right to indemnification
or any other remedy based on representations, warranties, covenants and
obligations in this Agreement shall not be affected by any investigation
conducted with respect to, or any knowledge acquired (or capable of being
acquired) at any time, whether before or after the execution and delivery of
this Agreement, with respect to the accuracy or inaccuracy of or compliance
with, any such representation, warranty, covenant or obligation. The waiver of
any condition based on the accuracy of any representation or warranty, or on the
performance of or compliance with any covenant or obligation, will not affect
the right to indemnification or any other remedy based on such representations,
warranties, covenants and obligations.

ARTICLE IX

TERMINATION, AMENDMENT AND WAIVER

Section 9.01 Termination. This Agreement may be terminated at
any time prior to the Closing:

(a) by either BSC or the Purchaser if the Closing shall not have occurred on
or before the six (6) month anniversary of the date of this Agreement (the
“End Date“); provided that the right to terminate this Agreement
under this Section 9.01(a) shall not be available to any party whose failure to
fulfill any obligation under this Agreement shall have been the cause of, or
shall have resulted in, the failure of the Closing to occur on or prior to such
date;

(b) by either the Purchaser or BSC in the event that any Governmental Order
restraining, enjoining or otherwise prohibiting the transactions contemplated by
this Agreement shall have become final and nonappealable;

(c) by the Purchaser if BSC shall have breached any of its representations,
warranties, covenants or agreements contained in this Agreement, which would
give rise to the failure of a condition set forth in Article VII and which
cannot be or has not been cured within thirty (30) days following written notice
thereof by the Purchaser;

(d) by BSC if the Purchaser shall have breached any of its representations,
warranties, covenants or agreements contained in this Agreement, which would
give rise to the failure of a condition set forth in Article VII and which
cannot be or has not been cured within thirty (30) days following written notice
thereof by BSC; or

(e) by the mutual written consent of BSC and the Purchaser.

Section 9.02 Effect of Termination. In the event of termination
of this Agreement as provided in Section 9.01, this Agreement shall forthwith
become void and there shall be no liability on the part of either party hereto
except (a) as set forth in Section 5.03 and Article X and (b) that nothing
herein shall relieve either party from liability for any breach of this
Agreement occurring prior to such termination.

ARTICLE X

GENERAL PROVISIONS

Section 10.01 Expenses. Except as otherwise specified in this
Agreement, all costs and expenses, including fees and disbursements of counsel,
financial advisors and accountants, incurred in connection with this Agreement
and the transactions contemplated by this Agreement shall be paid by the party
incurring such costs and expenses, whether or not the Closing shall have
occurred.

Section 10.02 Notices. All notices, requests, claims, demands
and other communications hereunder shall be in writing and shall be given or
made (and shall be deemed to have been duly given or made upon receipt) by
delivery in person, by an internationally recognized overnight courier service,
by facsimile or registered or certified mail (postage prepaid, return receipt
requested) to the respective parties hereto at the following addresses (or at
such other address for a party as shall be specified in a notice given in
accordance with this Section 10.02):

(a) if to BSC:

Boston Scientific Corporation
One Boston Scientific Place
Natick, MA 01760-1537
Facsimile: (508) 650-8960
Attention: General Counsel

with a copy to:

Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022-6069
Facsimile: (212) 848-7179
Attention: Clare O153Brien

(b) if to the Purchaser:

Stryker Corporation

2825 Airview Blvd.
Kalamazoo, Michigan 49002 USA
Facsimile: (269) 385-2066
Attention: General Counsel

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP
155 North Wacker Drive
Chicago, Illinois 60606
Facsimile: (312) 407-8518
Attention: Charles W. Mulaney, Jr.

Richard C. Witzel, Jr.

Section 10.03 Public Announcements. Neither party to this
Agreement shall make, or cause to be made, any press release or public
announcement in respect of this Agreement or the transactions contemplated by
this Agreement or otherwise communicate with any news media without the prior
written consent of the other party unless otherwise required by Law or
applicable stock exchange regulation, and the parties to this Agreement shall
cooperate as to the timing and contents of any such press release, public
announcement or communication.

Section 10.04 Severability. If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced by any Law or
public policy, all other terms and provisions of this Agreement shall
nevertheless remain in full force and effect for so long as the economic and
legal substance of the transactions contemplated by this Agreement are not
affected in any manner materially adverse to either party hereto. Upon such
determination that any term or other provision is invalid, illegal or incapable
of being enforced, the parties hereto shall negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner in order that the transactions contemplated by
this Agreement are consummated as originally contemplated to the greatest extent
possible.

Section 10.05 Entire Agreement. This Agreement, the Ancillary
Agreements and the Confidentiality Agreement constitute the entire agreement of
the parties hereto with respect to the subject matter hereof and thereof and
supersede all prior agreements and undertakings, both written and oral, between
BSC and the Purchaser with respect to the subject matter hereof and thereof.

Section 10.06 Assignment. This Agreement may not be assigned by
operation of law or otherwise without the express written consent of BSC and the
Purchaser (which consent may be granted or withheld in the sole discretion of
BSC or the Purchaser), as the case may be; provided that the Purchaser
may assign this Agreement or any of its rights and obligations hereunder to one
or more Affiliates of the Purchaser (a “Purchaser Affiliate“) upon notice
to BSC but without the consent of BSC, so long as any such assignment (a) shall
not release the Purchaser from any obligation or liability hereunder and (b) is
not likely to delay the Closing, provided that BSC acknowledges and agrees that
the Purchaser may, subject to its compliance with clause (a) above, assign
certain of its rights and obligations hereunder to the Purchaser Affiliates
specified in Schedule 10.06.

Section 10.07 Amendment. This Agreement may not be amended or
modified except (a) by an instrument in writing signed by, or on behalf of, BSC
and the Purchaser or (b) by a waiver in accordance with Section 10.08.

Section 10.08 Waiver. Either party to this Agreement may (a)
extend the time for the performance of any of the obligations or other acts of
the other party, (b) waive any inaccuracies in the representations and
warranties of the other party contained herein or in any document delivered by
the other party pursuant hereto or (c) waive compliance with any of the
agreements of the other party or conditions to such party153s obligations
contained herein. Any such extension or waiver shall be valid only if set forth
in an instrument in writing signed by the party to be bound thereby. Any waiver
of any term or condition shall not be construed as a waiver of any subsequent
breach or a subsequent waiver of the same term or condition, or a waiver of any
other term or condition of this Agreement. The failure of either party hereto to
assert any of its rights hereunder shall not constitute a waiver of any of such
rights. All rights and remedies existing under this Agreement are cumulative to,
and not exclusive of, any rights or remedies otherwise available.

Section 10.09 No Third Party Beneficiaries. Except for the
provisions of Article VIII relating to Indemnified Parties, this Agreement shall
be binding upon and inure solely to the benefit of the parties hereto and their
respective successors and permitted assigns and nothing herein, express or
implied, is intended to or shall confer upon any other Person any legal or
equitable right, benefit or remedy of any nature whatsoever, including any
rights of employment for any specified period, under or by reason of this
Agreement.

Section 10.10 Currency and Exchange Rates. Unless otherwise
specified in this Agreement, all references to currency, monetary values and
dollars set forth herein shall mean United States (U.S.) dollars and all
payments hereunder shall be made in United States dollars. In the event that
there is any need to convert U.S. dollars into any foreign currency, or vice
versa, for any purpose under this Agreement, the exchange rate shall be that
published by the Wall Street Journal three (3) Business Days before the date on
which the

obligation is paid (or if the Wall Street Journal is not published on such
date, the first date thereafter on which the Wall Street Journal is published),
except as otherwise required by applicable Law (in which case, the exchange rate
shall be determined in accordance with such Law).

Section 10.11 Specific Performance. The parties hereto
acknowledge and agree that the parties hereto could be irreparably damaged if
any of the provisions of this Agreement are not performed in accordance with
their specific terms or are otherwise breached and that any non-performance or
breach of this Agreement by any party hereto could not be adequately compensated
by monetary damages alone and that the parties hereto would not have any
adequate remedy at law. Accordingly, in addition to any other right or remedy to
which any party hereto may be entitled, at law or in equity (including monetary
damages), such party shall be entitled to seek enforcement of any provision of
this Agreement by a decree of specific performance and to seek temporary,
preliminary and permanent injunctive relief to prevent breaches or threatened
breaches of any of the provisions of this Agreement without posting any bond or
other undertaking.

Section 10.12 Governing Law. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of Delaware, without
regard to choice or conflict of law principles that would result in the
application of any laws other than the laws of the State of Delaware. Except as
provided in Sections 2.03(b), 5.26 and 8.08(e), all Actions arising out of or
relating to this Agreement shall be heard and determined exclusively in the
Chancery Court of the State of Delaware and any state appellate court therefrom
within the State of Delaware (or, if the Chancery Court of the State of Delaware
declines to accept jurisdiction over a particular matter, any state or federal
court within the State of Delaware and any direct appellate court therefrom).
Consistent with the preceding sentence, the parties hereto hereby (a) submit to
the exclusive jurisdiction of any such courts for the purpose of any Action
arising out of or relating to this Agreement brought by either party hereto and
(b) irrevocably waive, and agree not to assert as a defense, counterclaim or
otherwise, in any such Action, any claim that it is not subject personally to
the jurisdiction of the above-named courts, that its property is exempt or
immune from attachment or execution, that the Action is brought in an
inconvenient forum, that the venue of the Action is improper, or that this
Agreement or the transactions contemplated by this Agreement may not be enforced
in or by any of the above-named courts. Each of the parties hereto agrees that a
final judgment in any such Action may be enforced in other jurisdictions by suit
on the judgment or in any other manner provided by Law. Each party agrees that
notice or the service of process in any Action arising out of or relating to
this Agreement shall be properly served or delivered if delivered in the manner
contemplated by Section 10.02, provided that nothing in this Agreement shall
affect the right of any party hereto to serve process in any other manner
permitted by applicable Law.

Section 10.13 Waiver of Jury Trial. EACH OF THE PARTIES HERETO
HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BETWEEN THE PARTIES
DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE
PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
THE OTHER

PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.13.

Section 10.14 Counterparts. This Agreement may be executed and
delivered (including by facsimile or pdf transmission) in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original, but all of which taken
together shall constitute one and the same agreement.

IN WITNESS WHEREOF, each of BSC and the Purchaser has caused this Agreement
to be executed as of the date first written above by its respective officers
thereunto duly authorized.



		BOSTON SCIENTIFIC CORPORATION

		By:		/s/ J. Raymond Elliott

		Name:		J. Raymond Elliott
		Title:		President and Chief Executive Officer

		STRYKER CORPORATION

		By:		/s/ Stephen P. MacMillan

		Name:		Stephen P. MacMillan
		Title:		Chairman, President and Chief
				Executive Officer

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