{"id":40760,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/confidential-agreement-tyco-international-inc-and-innerdyne.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"confidential-agreement-tyco-international-inc-and-innerdyne","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/confidential-agreement-tyco-international-inc-and-innerdyne.html","title":{"rendered":"Confidential Agreement &#8211; Tyco International Inc. and InnerDyne Inc."},"content":{"rendered":"<pre>[TYCO LETTERHEAD]\n\n\n                                      August 1, 2000\n\nInnerDyne, Inc.\n1244 Reamwood Avenue \nSunnyvale, CA 94089\n\nAttention: William Mavity, President and CEO\n\nLadies and Gentlemen:\n\n      We refer to a certain Dual Party Confidential Disclosure Agreement, \ndated October 4, 1999 (the \"Confidentiality Agreement\"), between United \nStates Surgical, a division of Tyco Healthcare Group LP (\"USS\"), and \nInnerDyne, Inc. (the \"Company\"). USS is an affiliate of Tyco International \n(US) Inc. (\"Tyco\"). In consideration of the willingness of the Company to \nmake certain confidential and proprietary information regarding the Company \navailable to Tyco and certain of its affiliates in connection with Tyco's \nevaluation of a potential acquisition of the Company (the \"Proposed \nTransaction\"), Tyco hereby covenants and agrees as follows:\n\n      1.  Tyco agrees to be bound by all terms and provisions of the \nConfidentiality Agreement applicable to USS, as if Tyco were a party to such \nagreement. Tyco further agrees that, notwithstanding any provisions in the \nConfidentiality Agreement to the contrary, all information disclosed by the \nCompany to Tyco in connection with its evaluation of the Proposed \nTransaction, regardless of whether such information is disclosed orally or in \nwriting or designated \"Confidential\" or not, shall be deemed Confidential \nInformation (as defined in the Confidentiality Agreement), subject, however, \nto the exceptions set forth in paragraph 4 of the Confidentiality Agreement.\n\n      2.  For a period of two years following the date hereof, Tyco and its \naffiliates will not, without the prior written approval of the Board of \nDirectors of the Company, (a) purchase or acquire (or enter into any \nagreement or make any proposal to purchase or otherwise acquire) any \nsecurities of the Company, any warrant or option to purchase such securities, \nany security convertible into any such securities, or any other right to \nacquire such securities, or (b) act, whether alone or in concert with others, \nto seek to propose to the Company or any of its shareholders any merger, \nbusiness combination, restructuring, recapitalization or similar transaction \nto or with the Company or any of its subsidiaries or otherwise seek or \npropose to influence or control the Company's management or policies. \nNotwithstanding the foregoing provisions of this paragraph, if the Board of \nDirectors of the Company approves a transaction with any person that would \nresult in such person beneficially owning more than 20% of the \n\n\n\n\nInnerDyne, Inc.\nAugust 1, 2000\nPage 2\n\n\noutstanding voting securities of the Company (or a successor to the Company \nin a merger or consolidation transaction) or all or substantially all of its \nassets, or any person or \"group\" (as defined in the Securities and Exchange \nAct of 1934, as amended), other than Tyco or any of its affiliates, has \ncommenced or publicly announced its intention to commence a tender offer for \nmore than 20% of the outstanding voting securities of the Company, or any \noptions, warrants or other rights to acquire voting securities of the \nCompany, then Tyco shall not be prohibited thereafter from taking any of the \nactions described in the preceding sentence.\n\n      3.  For a period of two years following the date hereof, Tyco and its \naffiliates will not, directly or indirectly, solicit for employment any \nemployee of the Company with whom Tyco had direct contact in the course of \nits evaluation of the Proposed Transaction; provided, however, that Tyco and \nits affiliates shall not be precluded from hiring any such employee who \nresponds to a public advertisement placed by Tyco or any of its affiliates.\n\n      4.  Notwithstanding any provision in the Confidentiality Agreement to \nthe contrary, each party's obligations under paragraphs 2 and 3 of the \nConfidentiality Agreement (as amended by this letter agreement) shall remain \nin full force for a period of three (3) years from the date hereof.\n\n\n                                  Very truly yours,\n\n\n\n                                  TYCO INTERNATIONAL (US) INC.\n\n                                  By:  \/s\/ Richard J. Meelia\n                                      ---------------------------------------\n                                      Richard J. Meelia, Vice President\n\n\nAccepted as of the date\nfirst above written:\n\nINNERDYNE, INC.\n\nBy:  \/s\/ William G. Mavity \n   -----------------------------------\n   Title: William G. Mavity \n          President and CEO\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9133],"corporate_contracts_industries":[9452],"corporate_contracts_types":[9553,9558],"class_list":["post-40760","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-tyco-international-ltd","corporate_contracts_industries-manufacturing__conglomerates","corporate_contracts_types-corporate","corporate_contracts_types-corporate__nondisclose"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40760","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40760"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40760"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40760"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40760"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}