{"id":43309,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/asset-purchase-agreement-siemens-elema-ab-and-st-jude-medical.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"asset-purchase-agreement-siemens-elema-ab-and-st-jude-medical","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/asset-purchase-agreement-siemens-elema-ab-and-st-jude-medical.html","title":{"rendered":"Asset Purchase Agreement &#8211; Siemens-Elema AB and St. Jude Medical Inc."},"content":{"rendered":"<pre>                      [NON-U.S.] ASSET PURCHASE AGREEMENT\n\n\n                 THIS ASSET  PURCHASE  AGREEMENT  is entered into as of June 26,\n1994,  among  Siemens-Elema  AB, a  company  organized  under the laws of Sweden\n(\"SiemensElema\"),  St. Jude Medical,  Inc., a Minnesota corporation (\"SJM\"), and\nSt. Jude Medical International,  Inc., a Delaware corporation and a wholly owned\nsubsidiary of SJM (\"SJM International\").\n\n                 WHEREAS,  Siemens-Elema  and  the  Shareholder  Affiliates  are\nengaged in the Business (each as defined herein); and\n\n                 WHEREAS,  each  of SJM,  SJM  International  and  Siemens-Elema\ndesire that the Sellers sell, assign, transfer, convey and deliver to SJM or its\nAffiliates  all of the  Assets,  and that  SJM or its  Affiliates  purchase  and\nacquire the same,  subject to the  assumption  by SJM or its  Affiliates  of the\nAssumed Liabilities (each such term being used as defined herein),  all upon the\nterms and subject to the conditions set forth in this Agreement;\n\n                 The parties hereto agree as follows:\n\n\n                                   ARTICLE 1\n\n                               TRANSFER OF ASSETS\n\n                 1.1  ASSETS TO BE SOLD.  (a) On the terms  and  subject  to the\nconditions of this Agreement,  Siemens-Elema  shall,  and shall cause certain of\nits Affiliates (the names and domiciles of  incorporation of which are listed on\nSchedule 1.1(a);  collectively,  the \"Shareholder Affiliates\" and, together with\nSiemens-Elema,  the \"Sellers\") to, on the Closing Date, sell, assign,  transfer,\nconvey and deliver to SJM, or to such Affiliate or Affiliates of SJM, as SJM may\ndesignate in writing to Siemens-Elema (collectively,  \"SJM Affiliates\"), and SJM\nshall purchase or shall cause one or more of the SJM Affiliates to purchase from\nthe Sellers on the Closing  Date,  all of the right,  title and  interest of the\nSellers  in the  assets,  properties,  rights  and  goodwill  of every  kind and\ndescription and wherever located, whether tangible or intangible, real, personal\nor mixed,  owned by the Sellers which are predominantly  used or held for use in\nthe  Business,  other  than  the  Excluded  Assets,  and to the  extent  legally\ntransferable  (the assets to be purchased by SJM or the SJM Affiliates  pursuant\nto this  Section 1.1 being  referred  to as the  \"Assets\"),  including,  without\nlimitation, the following:\n\n                 (i) all  furniture,  fixtures,  equipment,  machinery and other\n         tangible  personal  property,  used or held  for  use by a  Seller  and\n         predominantly  used in the  Business  or  otherwise  owned or held by a\n         Seller  on the  Closing  Date  predominantly  for use in the  Business,\n         including  the  furniture,  fixtures,  equipment,  machinery  and other\n         tangible personal property described on Schedule 1.1(a)(i);\n\n                 (ii) all  vehicles  predominantly  used in the  Business on the\n         Closing Date, including the vehicles listed on Schedule 1.1(a)(ii);\n\n                 (iii)  all  inventories  sold as part of the  Business  and all\n         merchandise,  supplies or other personal property predominantly used in\n         the  Business,   including  the   inventories   described  on  Schedule\n         1.1(a)(iii);\n\n                 (iv) all  third-party  accounts  and  notes  receivable  of the\n         Sellers  arising  from the conduct of the  Business  before the Closing\n         Date, including the accounts receivable listed on Schedule 1.1(a)(iv);\n\n                 (v) all books of account, personnel records, invoices, shipping\n         records, supplier lists, device history records, manufacturing records,\n         traceability  records,  regulatory  documents,   records,  reports  and\n         correspondence,  lab notebooks,  research records,  correspondence  and\n         other documents,  data files and service manuals and any rights thereto\n         (and copies of  financial  and tax records)  predominantly  used in, or\n         relating predominantly to, the Business on the Closing Date;\n\n                 (vi) all claims  (excluding any Tax claims),  causes of action,\n         choses in action,  rights of recovery and rights of set-off of any kind\n         (including  rights to insurance  proceeds and rights under and pursuant\n         to all warranties,  representations and guarantees made by suppliers of\n         products,  materials or equipment,  or components thereof),  pertaining\n         to,  arising  out of,  and  enuring to the  benefit,  of any Seller and\n         predominantly relating to the Business;\n\n                 (vii) all sales and promotional literature,  customer lists and\n         other sales-related  materials owned, used, associated with or employed\n         by and  predominantly  used or  held  for  use in the  Business  on the\n         Closing Date, and all customer lists owned,  used,  associated  with or\n         employed by the Business on the Closing Date;\n\n                 (viii) all rights of each Seller under all contracts, licenses,\n         sublicenses,  agreements,  leases, commitments,  and sales and purchase\n         orders,  and under all bids and offers  predominantly  relating  to the\n         Business on the Closing  Date,  including  those  contracts,  licenses,\n         sublicenses, agreements, leases, commitments, sales and purchase orders\n         and bids and offers listed on Schedule 1.1(a)(viii);\n\n                 (ix) all  patents,  trademarks,  service  marks,  trade  names,\n         copyrights,  and  registrations  and applications for registration with\n         respect to any of the foregoing,  pertaining to the Business, including\n         all such items listed on Schedule  1.1(a)(ix);  and all trade  secrets,\n         know-how and other  intellectual  property owned by any Seller and used\n         predominantly in the Business on the Closing Date;\n\n                 (x) all goodwill of the Sellers with respect to the Business on\n         the Closing Date;\n\n                 (xi)   all   permits,   licenses,   agreements,   waivers   and\n         authorizations  held or used  by any  Seller  in  connection  with  the\n         Business;\n\n                 (xii)  all  product   approvals,   clearances,   registrations,\n         permits,  consents,  waivers,  certificates,  listings,  and exemptions\n         submitted to or granted by a regulatory authority, foreign or domestic,\n         for the purpose of allowing the manufacture,  sale or distribution of a\n         product of the Business, and all other permits,  orders,  certificates,\n         authorizations or approvals of any  supranational,  national,  federal,\n         state, provincial or local, domestic or foreign, governmental authority\n         or regulatory agency held by a Seller in respect of the Business;\n\n                 (xiii) all  advances,  deposits,  loans,  prepaid  interest and\n         other  prepaid  expenses of all kinds of the  Business,  including  all\n         advances,  deposits, loans, prepaid interest and other prepaid expenses\n         listed on Schedule 1.1(a)(xiii);\n\n                 (xiv) computer software and firmware used  predominantly in the\n         Business,  including the software used in connection  with  production,\n         inventory tracking, and work in process testing;\n\n                 (xv) any and all interests in real property  leases  (including\n         leases for  warehouse  space)  used or held for use in the  Business by\n         each Seller and  described  in  Schedule  1.1(a)(xv)  attached  hereto,\n         including without limitation, the benefit of any prepaid rent, security\n         deposits  and  options to renew or purchase  in  connection  therewith,\n         which schedule shall set forth basic  information  with respect to each\n         lease including  landlord's name,  commencement date,  expiration date,\n         square footage of the premises, monthly rent (including maintenance and\n         tax obligations),  offsets,  free and prepaid rent,  security deposits,\n         and information concerning any options to renew, expand or purchase the\n         premises; and\n\n                 (xvi) all Employee  Benefit Plans listed on Schedule 7.1.2, and\n         all  insurance  contracts and other assets the Sellers are obligated to\n         transfer to SJM or the SJM Affiliates pursuant to Section 7.1.2.\n\n                 (b)  Notwithstanding  any  provision  of Section  1.1(a) to the\ncontrary,  the Assets shall exclude the following assets owned by one or more of\nthe Sellers (the \"Excluded Assets\"):\n\n                 (i) all cash, cash  equivalents and bank accounts owned by each\n         Seller at the Closing Date;\n\n                 (ii) all assets  and  properties  of each  Seller  (other  than\n         customer lists specified in Section  1.1(a)(vii)),  whether tangible or\n         intangible,  that  are not  predominantly  used or held  for use in the\n         conduct of the Business;\n\n                 (iii)     all rights of each Seller under this Agreement; and\n\n                 (iv)      financial records and tax records.\n\n                 (c)  Schedules  referenced  above  in  this  Section  1.1  more\nspecifically  describe the foregoing  generally described Assets as of September\n30, 1993,  being sold to SJM or the SJM Affiliates and the Excluded Assets as of\nSeptember  30,  1993.  As soon as  practicable  (but in no event  later  than 90\ncalendar  days  following  the Closing  Date),  Siemens-Elema  shall prepare and\ndeliver  to SJM,  which  shall  have the right to review  (with  disputes  to be\nresolved if necessary by the  Independent  Accounting  Firm specified in Section\n2.2.4),  revised  Schedules  for this Section 1.1 which shall more  specifically\ndescribe the Assets and the Excluded Assets as of the Closing Date.\n\n                 1.2 ASSUMPTION AND EXCLUSION OF LIABILITIES. (a) Except for the\nAssumed Liabilities  expressly provided for in Section 1.2(b) below, the Sellers\nshall retain,  pay,  perform and  discharge  when due all  Liabilities  known or\nunknown (the \"Excluded Liabilities\"):\n\n                 (i) arising out of or relating to the conduct or  condition  of\n         the Business or the Assets or the Excluded Assets existing or occurring\n         on or prior to the Closing  Date whether  accrued or arising  before or\n         after the Closing Date; and\n\n                 (ii) except as specifically  provided in Section 7.2, for Taxes\n         now or  hereafter  owed  by any  Seller  or  any of  their  Affiliates,\n         relating to any Tax period, or any portion of any Tax period, including\n         Taxes imposed on any Seller or any of their Affiliates for which SJM or\n         any of its Affiliates  becomes  liable,  under the laws of the relevant\n         jurisdiction, by virtue of being a successor to the Business.\n\n                 (b)  On  the  terms  and  subject  to the  conditions  of  this\nAgreement,  on the Closing Date, SJM shall,  or shall cause the  appropriate SJM\nAffiliate to, assume and pay,  perform and discharge when due only the following\nLiabilities (the \"Assumed Liabilities\");\n\n                 (i) all Liabilities of the Business, to the extent reflected or\n         reserved against on the Closing Balance Sheet;\n\n                 (ii) all  Liabilities to the extent they arise out of or relate\n         to the conduct or  condition  of the  Business or the Assets  after the\n         Closing Date;\n\n                 (iii) all Liabilities accruing after the Closing Date under all\n         Commitments and other  contracts,  licenses,  sublicenses,  agreements,\n         leases, commitments, sales and purchase orders transferred to SJM or an\n         SJM Affiliate under this Agreement,  and, in respect of any Commitment,\n         or other contract, license,  sublicense,  agreement, lease, commitment,\n         sales or purchase order not  transferred  because a consent or approval\n         required for the transfer  thereof has not been  obtained,  Liabilities\n         thereunder  to the  extent  that  a  Seller  or  any of its  Affiliates\n         provides SJM or an SJM Affiliate the rights and benefits thereof;\n\n                 (iv)  all  Liabilities   relating  to  employees  and  employee\n         benefits  and Taxes  assumed  by SJM or an SJM  Affiliate  pursuant  to\n         Sections 7.1 and 7.2;\n\n                 (v)       all Post Closing Products Liability Losses; and\n\n                 (vi)      all Post Closing Litigation Losses.\n\n                 1.3 TRANSFER  DOCUMENTATION AND POSSESSION.  The parties hereto\nagree that, in order to effect the transfer of the Assets and the  assumption of\nthe Assumed  Liabilities,  the parties shall deliver the documents  described in\nSections 3.2 and 3.3, and such other  conveyance  documents as are  necessary to\nconvey and, as appropriate, record and perfect title to the Assets to SJM or SJM\nAffiliates and for SJM or SJM Affiliates to assume the Assumed Liabilities, such\nother  documents  to  be  in  form  and  substance   mutually   satisfactory  to\nSiemens-Elema and SJM and as may be necessary under the laws of the jurisdiction\nwhere such Assets and Assumed  Liabilities  are located to effect such  transfer\nand  assumption.   Coincident  with  the  Closing,  the  Sellers  shall  deliver\npossession of the Assets to SJM or the appropriate SJM Affiliate.\n\n                 1.4       TRANSITIONAL SERVICES.\n\n                 1.4.1 In order to allow for a transition  of those  portions of\nthe Business that are conducted at certain  facilities of Siemens-Elema  and the\nShareholder  Affiliates,  SiemensElema shall and shall cause certain Shareholder\nAffiliates  and other of its  Affiliates to enter into one or more  transitional\nservices  agreements,  containing  the terms set forth in Exhibit  1.4.1 hereto,\nincluding the terms relating to the lease of space at the Solna, Sweden facility\n(the \"Siemens Transitional Services Agreements\").\n\n                 1.4.2 In order to allow for a transition  of those  portions of\nthe Business that are predominantly used in the Business, but are partially used\nby  Siemens-Elema  or another Seller in other  businesses,  SJM shall,  or shall\ncause  an SJM  Affiliate  to,  enter  into  one or  more  transitional  services\nagreements  in a form to be  agreed  upon by  Siemens-Elema  and SJM  (the  \"SJM\nTransitional Services Agreements\").\n\n\n                                   ARTICLE 2\n\n                      CONSIDERATION AND MANNER OF PAYMENT\n\n                 2.1  CONSIDERATION  AND  PAYMENT.  Subject to Section  2.2, the\naggregate cash  consideration  paid for the Assets shall be US$110,000,000  (the\n\"Cash  Consideration\").  The  Cash  Consideration  shall  be  paid  in  full  in\nimmediately available dollar funds at the Closing.\n\n                 2.2       CASH CONSIDERATION ADJUSTMENT.\n\n                 2.2.1 The Cash Consideration shall be subject to adjustment, if\nany,  after the  Closing  Date (as  defined in Article 3) as  specified  in this\nSection 2.2.\n\n                 2.2.2 As soon as  practicable  (but in no event  later  than 90\ncalendar  days  following  the Closing  Date),  Siemens-Elema  shall prepare and\ndeliver to SJM an audited  combined balance sheet for the Business (the \"Closing\nBalance Sheet\") as of the Closing Date, together with a supplementary  statement\nadjusting the combined  balance sheet to exclude  certain assets and liabilities\nwhich are not to be sold and to include  certain  other  assets and  liabilities\nwhich are to be sold, all as set forth on Schedule  2.2.2. In preparation of the\nClosing Balance Sheet, Siemens-Elema shall in good faith consider all reasonable\naudit procedures  suggested by SJM, and to the extent such suggested  procedures\nare acceptable to  Siemens-Elema,  prepare the Closing Balance Sheet in a manner\nconsistent therewith. The Deal Balance Sheet and the Closing Balance Sheet shall\nnot include any  liability  or reserve  with  respect to any future  liabilities\nrelating  to or arising out of the  Settlement  Agreement.  The Closing  Balance\nSheet  shall be  accompanied  by the report  thereon  of Coopers &amp; Lybrand,  the\nindependent  accountants  of  Siemens-Elema   (\"Siemens-Elema's   Accountants\"),\nstating that the Closing  Balance Sheet fairly  presents the combined  financial\nposition of the Business at the Closing Date in conformity  with Schedule  2.2.2\nand otherwise in accordance  with United States  generally  accepted  accounting\nprinciples  (hereinafter  referred to as \"U.S.  GAAP\") which  Schedule 2.2.2 and\nU.S. GAAP shall be applied on a basis  consistent  with the  preparation  of the\nDeal Balance  Sheet as defined in Section  4.2.  During the  preparation  of the\nClosing Balance Sheet by  Siemens-Elema  and the period of any dispute  provided\nfor in  Section  2.2.4,  SJM shall  provide  Siemens-Elema  and  Siemens-Elema's\nAccountants reasonable access to the books, records, facilities and employees of\nthe Business,  and SJM, the SJM Affiliates and their respective  successors,  if\nany, shall cooperate fully with SiemensElema's  Accountants, in each case to the\nextent required by  Siemens-Elema  and  Siemens-Elema's  Accountants in order to\nprepare  the Closing  Balance  Sheet and to  investigate  the basis for any such\ndispute.  SJM and its  representatives  shall be given reasonable  access during\nregular  business  hours  and upon  reasonable  notice  to the  books,  records,\nfacilities  and  employees  of  Siemens-Elema  and  the  Shareholder  Affiliates\npertaining to the Business including all supporting documents and auditor's work\npapers used in the preparation of the Closing Balance Sheet, as necessary for it\nto  review  the  Closing  Balance  Sheet;  provided,   however,  that  any  such\ninvestigation  shall be conducted in such manner so as not to interfere with the\noperations of the Sellers.  SJM shall be permitted to observe the physical count\nof inventory to be undertaken in preparation of the Closing Balance Sheet.\n\n\n                 2.2.3 Subject to the  limitations  set forth in Section  2.2.4,\nwithin 30 Business Days after the date of receipt by SJM of the Closing  Balance\nSheet:\n\n                 (i) If the  amount  of Net  Book  Value  shown  on the  Closing\n         Balance Sheet is less than  US$58,158,000  by at least  US$200,000 (the\n         \"Designated Amount\"), Siemens-Elema shall immediately pay to SJM, as an\n         adjustment to the Cash Consideration,  in immediately  available dollar\n         funds, an amount equal to such excess over the Designated Amount; and\n\n                 (ii) If the  amount  of Net Book  Value  shown  on the  Closing\n         Balance Sheet is greater than  US$58,158,000 by at least the Designated\n         Amount,  SJM  shall  immediately  pay,  as an  adjustment  to the  Cash\n         Consideration,  in immediately available dollar funds, to Siemens-Elema\n         an amount equal to such excess over the Designated Amount.\n\n                 2.2.4 If not  disputed by SJM in  accordance  with this Section\n2.2.4,  the Closing  Balance Sheet  delivered by  Siemens-Elema  to SJM shall be\nfinal, binding and conclusive on the parties hereto. SJM may dispute any amounts\nreflected on the Closing Balance Sheet to the extent that the net effect of such\ndisputed  amounts  in the  aggregate  would  be to  change  the Net  Book  Value\nreflected on the Closing Balance Sheet by more than the Designated  Amount,  but\nonly on the basis that the amounts  reflected on the Closing  Balance Sheet were\nnot arrived at in  accordance  with  Schedule  2.2.2 and otherwise in accordance\nwith U.S. GAAP, or that the adjustments set forth in Schedule 2.2.2 or U.S. GAAP\nwere not applied on a basis  consistent with the preparation of the Deal Balance\nSheet;   provided,   however,   that  SJM   shall   notify   Siemens-Elema   and\nSiemens-Elema's  Accountants  in writing of each disputed  item,  specifying the\namount  thereof in dispute  and  setting  forth,  in detail,  the basis for such\ndispute,  within 30 Business Days of SJM's receipt of the Closing Balance Sheet.\nIn the event of such a dispute, each of Siemens-Elema and SJM shall negotiate in\ngood faith to reconcile their differences. If such dispute has not been resolved\nwithin 10 Business Days after the notice  referred to in the preceding  sentence\nhas  been  given,  Ernst  &amp; Young  (\"SJM's  Accountants\")  and  Siemens-Elema's\nAccountants shall attempt to reconcile their differences,  and any resolution by\nthem as to any disputed  amounts shall be final,  binding and  conclusive on the\nparties hereto. If any such resolution by SJM's Accountants and  Siemens-Elema's\nAccountants  leaves in dispute  amounts the net effect of which in the aggregate\n(together with any amounts  originally  disputed by SJM but no longer in dispute\n(\"Non-Disputed Amounts\")) would not be to change the Net Book Value reflected on\nthe Closing  Balance Sheet by at least the  Designated  Amount,  all the amounts\nremaining in dispute  shall then be deemed to have been resolved in favor of the\nClosing  Balance  Sheet,  and  such  resolution  shall  be  final,  binding  and\nconclusive  on the parties  hereto.  If SJM's  Accountants  and  Siemens-Elema's\nAccountants are unable to reach a resolution, leaving in dispute amounts the net\neffect of which in the aggregate  (together  with  Non-Disputed  Amounts)  would\nchange the Net Book Value reflected on the Closing Balance Sheet by at least the\nDesignated  Amount,  SJM's  Accountants and  Siemens-Elema's  Accountants  shall\nsubmit the items  remaining  in dispute that SJM shall be entitled to dispute by\nthe terms of this  Section  2.2.4 for  resolution  to  Deloitte &amp; Touche or such\nother independent accounting firm of international reputation as may be mutually\nacceptable to Siemens-Elema and SJM (the \"Independent  Accounting Firm\"),  which\nshall,  within 30  Business  Days of such  submission,  determine  and report to\nSiemens-Elema and SJM upon such remaining  disputed items, and such report shall\nhave the legal  effect of an  arbitral  award  and shall be final,  binding  and\nconclusive  on  Siemens-Elema  and  SJM.  The  fees  and  disbursements  of  the\nIndependent  Accounting Firm shall be allocated between SJM and Siemens-Elema in\nthe same proportion that the aggregate  amount of such remaining  disputed items\nso submitted to the Independent Accounting Firm which is unsuccessfully disputed\nby each such party (as finally  determined by the Independent  Accounting  Firm)\nbears to the total amount of such  remaining  disputed  items so  submitted.  No\nadjustment  to any amount  payable by SJM or  Siemens-Elema  pursuant to Section\n2.2.3 shall be made with  respect to amounts  disputed  by SJM  pursuant to this\nSection 2.2.4, unless the net effect of the amounts successfully disputed by SJM\nin the aggregate  (together with the Non-Disputed  Amounts) is to change the Net\nBook Value  reflected on the Closing  Balance  Sheet by at least the  Designated\nAmount,  in which case such adjustment  shall only be made in an amount equal to\nany excess over the Designated  Amount. Any amount that is payable under Section\n2.2.3,  including,  without  limitation,  any portion thereof that is subject to\ndispute under this Section 2.2.4 shall be paid by  Siemens-Elema  or SJM, as the\ncase may be, in immediately  available  dollar funds,  within five Business Days\nfollowing the  resolution  of such dispute and in an amount in  accordance  with\nsuch resolution.\n\n                 2.2.5  In  acting   under   this   Agreement,   Siemens-Elema's\nAccountants,  SJM's  Accountants  and the  Independent  Accounting Firm shall be\nentitled to the privileges and immunities of arbitrators.\n\n                 2.2.6 Any payment  required to be made by SJM or  Siemens-Elema\npursuant to Section  2.2.3 shall bear interest from the Closing Date through the\ndate of  payment  on the  basis of the  average  of the daily  rate of  interest\npublicly announced by Citibank,  N.A. in New York, New York from time to time as\nits base rate for dollars from the Closing Date to the date of such payment.\n\n                 2.3   ALLOCATION  OF  PURCHASE   PRICE.   (a)  As  promptly  as\npracticable (but in no event later than ten (10) days prior to the Closing Date,\nSJM shall deliver to SiemensElema a preliminary  proposed allocation of the Cash\nConsideration and Assumed  Liabilities among the countries in which the Business\nis conducted and the respective Sellers are located.\n\n                  (b) As promptly as practicable (but in no event later than the\nlater of (i) 90 calendar  days  following  the Closing Date and (ii) thirty days\nafter the  Closing  Balance  Sheet is finally  resolved),  SJM shall  deliver to\nSiemens-Elema a proposed  allocation of the Cash  Consideration  and the Assumed\nLiabilities  reflected in the Closing Balance Sheet among the countries in which\nthe Business is conducted  and the Sellers are located and,  where  appropriate,\namong the Assets located in such countries.\n\n                 (c) SJM and  Siemens-Elema  agree to  negotiate  in good  faith\nregarding  the  allocation  referred  to in  subsections  (a) and (b)  above  as\npromptly as practicable. If SJM and Siemens-Elema are unable (despite good faith\nnegotiations)  to agree upon an  allocation  within  150 days after the  Closing\nDate,  SJM  and  Siemens-Elema  shall  each  be  individually   responsible  for\nperforming its own allocation.\n\n                                   ARTICLE 3\n\n                                    CLOSING\n\n                 3.1 THE CLOSING.  The closing of the transactions  contemplated\nhereby  (the  \"Closing\")  shall take place at the  offices of Baker &amp; McKenzie,\nEriksbergsgatan  46, 100 41, Stockholm,  Sweden,  and at such other locations as\nthe  parties  may agree at 10:00  a.m.  (New York City time) on the later of (i)\nAugust 31,  1994,  and (ii) the fifth  Business  Day after the  satisfaction  or\nwaiver of the  conditions in Articles 8 and 9, or at such other time or place as\nthe parties may agree (the \"Closing Date\").  All matters at the Closing shall be\nconsidered to take place  simultaneously,  and no delivery of any document shall\nbe deemed  completed  until all  transactions  and  delivery  of  documents  are\ncompleted.  At the Closing,  the purchase of the Assets shall be, as between SJM\nand the SJM Affiliates,  on the one hand, and  SiemensElema  and the Shareholder\nAffiliates,  on the other hand, deemed to have occurred at and as of 24:00 local\ntime in the respective jurisdictions on the Closing Date.\n\n                 3.2 DELIVERIES OF SIEMENS-ELEMA.  At the Closing, Siemens-Elema\nshall deliver or cause to be delivered to SJM or the  appropriate SJM Affiliates\nthe following:\n\n                 3.2.1 copies of resolutions of Siemens-Elema's  and Shareholder\nAffiliates' Boards of Directors (or equivalent  corporate body) showing that all\nrequired corporate action, if any, on the part of each Seller, has been duly and\nvalidly adopted and in full force and effect, authorizing execution and delivery\nof  this  Agreement  and   performance   respectively  by  each  Seller  of  the\ntransactions contemplated hereby and by the Ancillary Documents;\n\n                 3.2.2 an executed counterpart of the Medtronics  Assignment and\nAssumption Agreement, in substantially the form of Exhibit 3.2.2 attached hereto\n(the \"Medtronics Assignment\");\n\n                 3.2.3 a license  agreement  among SJM,  SJM  International  and\nSiemens AG, in a form to be agreed by Siemens-Elema  and SJM, whereby Siemens AG\ngrants to SJM, SJM International and their Affiliates a non-exclusive short-term\ntransition license to continue use of those certain  inventories of products and\npackaging,  and for a certain period molds for production  bearing the trademark\n\"SIEMENS\" existing at the Closing Date;\n\n                 3.2.4  counterparts,  executed by each  Seller of the  Business\nTransfer Agreements;\n\n                 3.2.5 counterparts,  executed by Siemens-Elema,  Siemens AG and\nsuch of their  Affiliates  as may be  appropriate,  of a General  Assignment  of\nIntangibles  in a form  to be  agreed  upon by  Siemens-Elema  and  SJM,  and an\nIntellectual  Property  Assignment  Agreement  in a form  to be  agreed  upon by\nSiemens-Elema  and SJM, and such other conveyance  documents as are necessary to\nconvey  and record  title in any  intangibles,  including  any  patents,  patent\napplications,   trademark   registrations   and   applications   for   trademark\nregistrations,  such other  documents to be in a form and  substance  reasonably\nsatisfactory to SJM and\/or its counsel and as may be necessary under the laws of\nthe jurisdiction  where such intangibles are located to effect and record such a\ntransfer (collectively, the \"Assignments\"); and\n\n                 3.2.6  counterparts,   executed  by  Siemens-Elema,  the  other\nSellers and their  Affiliates  (as  appropriate),  of the  Siemens  Transitional\nServices Agreements and the SJM Transitional Services Agreements.\n\n\n                 3.3  DELIVERIES  OF SJM. At the Closing,  SJM shall  deliver to\nSiemens- Elema on its behalf and on behalf of the other Sellers, the following:\n\n                 3.3.1 the Cash  Consideration,  in accordance  with Section 2.1\nhereof, to a U.S. bank account  designated by Siemens-Elema to SJM in writing at\nleast two Business Days prior to the Closing Date;\n\n                 3.3.2  Certificates of Good Standing dated not more than thirty\n(30) days prior to the Closing Date,  with respect to SJM and SJM  International\nissued by the Secretaries of State of Minnesota and Delaware, respectively;\n\n                 3.3.3 copies of  resolutions  of SJM's and SJM  International's\nBoards of Directors,  certified by the respective  Secretaries thereof as having\nbeen  duly  and  validly  adopted  and in full  force  and  effect,  authorizing\nexecution and delivery of this  Agreement and  performance  of the  transactions\ncontemplated hereby;\n\n                 3.3.4     an executed counterpart of the Medtronics Assignment;\n\n                 3.3.5 counterparts,  executed by SJM International or other SJM\nAffiliates (as appropriate), of the Business Transfer Agreements; and\n\n                 3.3.6 counterparts,  executed by SJM International or other SJM\nAffiliates (as appropriate), of the Siemens Transitional Services Agreements and\nthe SJM Transitional Services Agreements.\n\n                 3.4       FURTHER DOCUMENTS.\n\n                 3.4.1 SJM, SJM International, and the Sellers shall execute and\ndeliver,  or cause to be executed and  delivered,  such other notarial and other\ndeeds, assignments,  recordations, powers of attorney, instruments, documents or\ncertificates  as the other parties may reasonably  request to effect or evidence\nthe consummation of the transactions contemplated by this Agreement.\n\n\n                                   ARTICLE 4\n\n                REPRESENTATIONS AND WARRANTIES OF SIEMENS-ELEMA\n\n                 Subject to Section 6.12,  Siemens-Elema represents and warrants\nto SJM and agrees with SJM that, on and as of the date of this  Agreement and on\nand as of the Closing Date:\n\n                 4.1 AUTHORITY, ORGANIZATION,  CAPITALIZATION AND QUALIFICATION;\nEFFECT OF AGREEMENT.\n\n                 4.1.1  Authority.  Siemens-Elema  has full corporate  power and\nauthority  to execute  and  deliver  this  Agreement,  perform  its  obligations\nhereunder and to consummate the transactions  contemplated hereby. The execution\nand  delivery  of  this  Agreement,  the  performance  by  Siemens-Elema  of its\nobligations  under this Agreement and the  consummation by  Siemens-Elema of the\ntransactions  contemplated  hereby have been duly  authorized  by all  necessary\ncorporate  action  on  the  part  of  Siemens-Elema,   and  no  other  corporate\nproceedings  on the  part  of  Siemens-Elema  are  necessary  to  authorize  the\nexecution and delivery of this Agreement and to consummate the  transactions  so\ncontemplated.   This   Agreement   has  been  duly  executed  and  delivered  by\nSiemens-Elema and constitutes the valid and binding  obligation of Siemens-Elema\nand is enforceable against Siemens-Elema in accordance with its terms, except to\nthe extent that such  enforceability  may be limited by bankruptcy,  insolvency,\nreorganization,  moratorium or other similar laws relating to creditors'  rights\ngenerally.\n\n                 4.1.2   Organization  and   Qualification   of   Siemens-Elema.\nSiemens-Elema is a corporation  (aktiebolag) duly organized and validly existing\nunder the laws of Sweden and has full corporate  power and authority to carry on\nits business as it is now being conducted. Each of the Shareholder Affiliates is\na  corporation  duly  organized  and  validly  existing  under  the  laws of the\njurisdiction of its  incorporation and has full corporate power and authority to\ncarry on its business as it is now being conducted.  Each of  Siemens-Elema  and\nthe Shareholder Affiliates is, in respect of the Business,  duly qualified to do\nbusiness in each  jurisdiction  where the  character  of the  property  owned or\nleased by it or the nature of its activities makes such qualification necessary,\nexcept for those  jurisdictions  where the failure to be so qualified would not,\nindividually or in the aggregate,  have a Material Adverse Effect (as defined in\nSection  13.1).   Siemens-Elema  has  heretofore  delivered,  or  caused  to  be\ndelivered,  to SJM true and complete  copies of  Siemens-Elema's  certificate of\nincorporation and bylaws (or equivalent organizational documents).\n\n                 4.1.3 Subsidiaries.  Neither  Siemens-Elema nor any Shareholder\nAffiliate,  in each case in respect of the Business,  has any Subsidiary,  owns,\ndirectly or indirectly,  any stock, partnership interest, joint venture interest\nor other equity  interest in any other  Person,  or has the power to vote, or to\nexercise a controlling influence with respect to, any securities of any class of\nany Person,  the holders of which class are entitled to vote for the election of\ndirectors (or persons serving similar functions) of such Person.\n\n                 4.1.4  Consents.  Except as disclosed  in Schedule  4.1.4 or as\nwould not, individually or in the aggregate,  have a Material Adverse Effect, no\nconsent,  approval,  waiver or other  action by any Person  under any  contract,\nagreement, indenture, lease, instrument or other document to which Siemens-Elema\nor any Shareholder  Affiliate is a party or by which any of them or their assets\nis bound is required or necessary for the execution, delivery and performance of\nthis Agreement or any Ancillary  Agreement by  Siemens-Elema  or any Shareholder\nAffiliate,  as the  case  may  be,  or  the  consummation  of  the  transactions\ncontemplated hereby or thereby.\n\n                 4.1.5 No Default.  Except as  disclosed  in Schedule  4.1.5 the\nexecution,  delivery and performance by  Siemens-Elema  of this Agreement and by\neach Shareholder  Affiliate of the Ancillary  Agreements and the consummation by\nthem of the transactions contemplated hereby and thereby do not and will not (a)\nexcept as would not have,  individually or in the aggregate,  a Material Adverse\nEffect,  contravene  or  constitute  a default  under or give rise to a right of\ntermination,  cancellation  or  acceleration  of  any  right  or  obligation  of\nSiemens-Elema or any Shareholder  Affiliate or to a loss of any benefit to which\nSiemens-Elema  or the Business is entitled under (i) any provision of applicable\nlaw or regulation (assuming the governmental consents referred to in Section 4.9\nhave been obtained); (ii) the certificate of incorporation or bylaws (or similar\norganizational  documents) of Siemens-Elema or any Shareholder Affiliate;  (iii)\nany  Commitment  (as defined in Section 4.6); or (iv) any judgment,  injunction,\norder, decree, administrative interpretation,  award or other instrument binding\nupon Siemens-Elema,  any Shareholder  Affiliate or the Business or (b) except as\nwould not have,  individually  or in the aggregate,  a Material  Adverse Effect,\nresult in the creation or imposition of any Lien on any of the Assets.\n\n                 4.2 FINANCIAL  STATEMENTS.  Siemens-Elema  has delivered to SJM\ncopies of the audited  combined  balance  sheets of the Business as of September\n30, 1993  (together  with a  supplementary  statement  adjusting  such financial\nstatements  to  exclude  certain  assets  and  liabilities,   including  certain\nreserves, which are not to be sold and assumed and to include certain assets and\nliabilities which are to be sold and assumed, all as set forth on Schedule 2.2.2\n(the \"Deal Balance Sheet\")) as well as an audited income statement and cash flow\nstatement  for the  Business  for the fiscal  year  ended  September  30,  1993,\ntogether  with the  related  notes  and  schedules  thereto  (collectively,  the\n\"Financial Statements\").  The financial statements are attached as Schedule 4.2.\nThe  Financial  Statements  have been prepared from the books and records of the\nBusiness in accordance with U.S. GAAP applied on a consistent basis,  subject to\nnormal year-end  adjustments,  and fairly present the financial condition of the\nBusiness  as at the date  thereof  and the  results  of its  operations  for the\nperiods   covered  thereby   (subject  to  the  adjustments   contained  on  the\nsupplementary statement).  The supplementary statement has been subjected to the\nauditing  procedures  applied in the audit of the  Financial  Statements  and is\nfairly stated in all material respects in relation to the Financial  Statements.\nSchedule  2.2.2.1 sets forth for each of the Non-U.S.  Financial  Statements the\nintercompany eliminations between the Non-U.S.  Financial Statements and each of\nthe  corresponding  U.S.  Financial  Statements  as  defined  in the U.S.  Asset\nPurchase  Agreement  (which the  Sellers  are  assuming  have been  prepared  in\naccordance  with U.S.  GAAP),  that are necessary to prepare in accordance  with\nU.S. GAAP combined  financial  statements  for the Financial  Statements and the\nNon-U.S. Financial Statements. Siemens-Elema has also delivered to SJM unaudited\nprofit and loss information for the Business for the period from October 1, 1993\nthrough  May 31,  1994,  based on  financial  information  normally  prepared by\nSiemens-Elema for delivery to Siemens AG.\n\n                 4.3  ABSENCE  OF CERTAIN  DEVELOPMENTS.  Except as set forth in\nSchedule  4.3,  since  September  30, 1993,  the Business has been operated in a\nmanner  consistent  with  past  practice,  and  neither  Siemens-Elema  nor  any\nShareholder Affiliate,  in each case with respect to the Business, has, alone or\nin the aggregate:\n\n                 4.3.1  mortgaged,  pledged or subjected to any Lien, any of its\nproperty or assets, tangible or intangible, other than in the ordinary course of\nbusiness,  Permitted  Liens  and  Liens  that  will be  released  at or prior to\nClosing;\n\n                 4.3.2 except as contemplated by this Agreement,  sold,  leased,\nassigned,  transferred  or otherwise  disposed of any of its assets,  except for\ninventory sold in the ordinary  course of business,  having a value of more than\nUS$50,000 or an aggregate value in excess of US$250,000;\n\n                 4.3.3 except as contemplated by this Agreement, made or granted\nany bonus or any wage,  salary increase,  severance or severance  arrangement to\nany director, manager, officer,  salesperson,  employee or group of employees or\nmade or granted any  increase in any  employee  compensation  or benefit plan or\narrangement (except in accordance with past practice),  or amended or terminated\nany existing  employee  benefit plan or  arrangement or adopted any new employee\nbenefit plan or arrangement;\n\n                 4.3.4 sold, assigned, transferred or licensed to any Person any\nrights under any patents,  trademarks,  service marks, trade names,  copyrights,\nregistrations  or  applications  for  registration  with  respect  to any of the\nforegoing,  trade secrets or other  intellectual  property owned by, or licensed\nto, Siemens-Elema or any Shareholder Affiliate;\n\n                 4.3.5  entered  into any  settlement  agreement  regarding  the\nbreach or infringement  (or alleged breach or  infringement)  of any domestic or\nforeign intellectual property license, patent, copyright or trademark;\n\n                 4.3.6 made any capital  expenditures  in Scotland and Sweden in\nexcess of an aggregate of US$2,000,000;\n\n                 4.3.7 suffered any extraordinary losses or waived any rights of\nmaterial value, whether or not consistent with past practice;\n\n                 4.3.8  suffered any damage,  destruction  or loss of any assets\nowned by Siemens-Elema or the Shareholder  Affiliate in Scotland or used by them\nin the operation of the Business or any  inventory  owned or held for use by any\nShareholder  Affiliate  which in the aggregate  have a replacement  cost of more\nthan US$500,000 whether or not covered by insurance;\n\n                 4.3.9  modified,  amended  or  terminated  any  Commitment  (as\ndefined in Section 4.6) in a manner materially adverse to the Business;\n\n                 4.3.10     [Reserved];\n\n                 4.3.11  been the  subject  of any  action  taken by the  United\nStates Food and Drug Administration (the \"FDA\") or any other domestic or foreign\nregulatory  authority  having  jurisdiction  over  similar  matters,   excluding\nobservations  of  inspectors  which have not  resulted in any  action,  claim or\ninvestigation by the FDA or other such regulatory authority;\n\n                 4.3.12  made any  change in any of the  accounting  methods  or\naccounting   practices  or  guidelines  of   Siemens-Elema  or  any  Shareholder\nAffiliate,   except  for  any  such  change  required  by   Siemens-Elema's   or\nShareholders  Affiliates  accounting  policies  and except for changes to obtain\nuniformity of accounting policies and classifications;\n\n                 4.3.13 entered into any foreign exchange  hedging  contracts or\nany other financial derivative contracts;\n\n                 4.3.14  undertaken any  incurrence,  assumption or guarantee by\nSiemensElema or any Shareholder Affiliate of any indebtedness for borrowed money\nother than consistent with past practices;\n\n                 4.3.15   failed  to  maintain  its  inventory  or  collect  its\nreceivables  in a normal and customary  manner  materially  consistent  with its\nprior practice,  or made any material change in its pricing  practices or credit\nterms, limits or durations inconsistent with its prior practice;\n\n                 4.3.16  discharged  or satisfied  accounts  payable  other than\nconsistent with past practice; or\n\n                 4.3.17  entered into any  agreement or made any  commitment  to\ntake any of the types of action described in subparagraphs  4.3.1 through 4.3.16\nabove.\n\n                 4.4 TITLE TO PERSONAL PROPERTY AND ASSETS. Either Siemens-Elema\nor a  Shareholder  Affiliate  owns  or has a  valid  leasehold  interest  in all\ntangible personal property  necessary for the conduct of the Business,  free and\nclear of all  Liens,  except  as set forth in  paragraph  (a) of  Schedule  4.4,\nPermitted Liens or as reflected on the Financial Statements. Except as set forth\nin paragraph (b) of Schedule 4.4, the equipment and fixed assets of the Business\nare in good  condition  and  repair  and are  usable in the  ordinary  course of\nbusiness,  ordinary wear and tear  excepted.  The Assets  constitute  all of the\nassets and  properties  necessary  for the conduct of the  Business as currently\nconducted in all material respects.\n\n                 4.5 PATENTS,  TRADEMARKS  AND  COPYRIGHTS.  To the knowledge of\nSiemens-Elema, (a) Schedule 4.5(a) lists all patents, trademarks, service marks,\ntrade names,  copyrights,  registrations  and applications for registration with\nrespect  to any of the  foregoing,  owned by  Siemens-Elema  or any  Shareholder\nAffiliate or other Affiliate of Siemens-Elema with respect to the Business;  (b)\nSchedule  4.5(b)  lists all  license  agreements  under  which third party owned\npatents, trademarks, copyrights, registrations and applications for registration\nof any of the foregoing,  know how,  technology or other  intellectual  property\nrights are licensed to Siemens-Elema  or any Shareholder  Affiliate with respect\nto the Business;  and (c) Schedule 4.5(c) lists all claims and disputes  pending\nor threatened (in writing) with third parties alleging that Siemens-Elema or any\nShareholder  Affiliate  with respect to the  Business,  on the one hand, or such\nthird party, on the other hand,  infringes on the other's  patents,  trademarks,\nservice  marks,  trade names,  copyrights,  trade secrets or other  intellectual\nproperty rights. Siemens-Elema has previously furnished or made available to SJM\nall licenses  listed on Schedules  4.5(a) and 4.5(b).  On or before the Closing,\nSiemens-Elema  shall make available to SJM all pending patent applications filed\nby  SiemensElema  or any  Shareholder  Affiliate with respect to the Business in\nSweden,  the United States or elsewhere.  Schedule  4.5(d) lists all outstanding\norders,  judgments  and  decrees  restricting  the use by  Siemens-Elema  or any\nShareholder  Affiliate with respect to the Business of the patents,  trademarks,\ncopyrights,  trade  secrets  or  other  intellectual  property  rights  owned or\nlicensed by any of them. All of the license agreements listed on Schedule 4.5(b)\nwill be in full force and effect on the Closing Date, and none of  Siemens-Elema\nor any  Shareholder  Affiliate  is in  default  under  any of them  nor,  to the\nknowledge of Siemens-Elema or any Shareholder Affiliate,  (i) is any other party\nto any such license agreement in default thereunder, nor (ii) does any condition\nexist that,  with notice or lapse of time or both,  would  constitute  a default\nthereunder,  except  in each  case for such  failures  to be in full  force  and\neffect,  defaults  or  conditions  that would not have,  individually  or in the\naggregate,  a  Material  Adverse  Effect.  The  right,  title  and  interest  of\nSiemens-Elema  and the Shareholder  Affiliates in and to the Proprietary  Rights\nand Proprietary Information are duly recorded (as applicable) and free and clear\nof all Liens and  rights of third  parties  other  than  Permitted  Liens and as\notherwise   described  in  Schedule   4.5(e).   As  used  herein,   \"Proprietary\nInformation\"  means all know-how and technology owned by Siemens-Elema or any of\nthe  Shareholder   Affiliates  and  used  predominantly  in  the  Business;  and\n\"Proprietary Rights\" means all patents, trademarks,  service marks, trade names,\ncopyrights,  registrations and applications for registration with respect to any\nof the  foregoing,  arising  out of,  and owned by  Siemens-Elema  or any of the\nShareholder Affiliates as part of, the Business.\n\n                 4.6  COMMITMENTS.  Paragraph  (a) of Schedule  4.6 sets forth a\nlist of all of the following  written  contracts  and other  agreements to which\nSiemens-Elema or any Shareholder Affiliate in respect of the Business is a party\nor by  which  Siemens-Elema  or any  Shareholder  Affiliate  in  respect  of the\nBusiness or any of the Assets is bound or subject (collectively, \"Commitments\"):\n(i)  customer  contracts  and  agreements  for the sale of materials or products\nwhich by their terms exceed one year or which are in dollar  amounts which equal\nor  exceed   US$500,000   per  annum;   (ii)   distributorship   agreements  and\nmanufacturer's  representative agreements,  which provide for payments in excess\nof  US$500,000  per annum;  (iii)  supply and vendor  contracts  for sole source\ncomponents or which provide for payments in excess of US$350,000 per annum; (iv)\nmaterial  research  and  development  agreements;  (v)  employment,  consulting,\nindependent   contractor,   severance,   change  in   control,   retention   and\nindemnification  agreements,  arrangements  or  understandings,  and  any  other\nagreements, arrangements or understandings, between Siemens-Elema or Shareholder\nAffiliate, and any current or former stockholder,  officer, director,  employee,\nconsultant, agent or other representative,  which provide for payments in excess\nof  US$100,000  per annum or with respect to any such  contract  under which the\ntotal liability of Siemens-Elema or any Shareholder  Affiliate equals or exceeds\nUS$500,000;  (vi)  contracts  and  other  agreements  with  any  labor  union or\nassociation  representing  any  employee  of  Siemens-Elema  or any  Shareholder\nAffiliate; (vii) joint venture agreements;  (viii) contracts or other agreements\nunder which  Siemens-Elema or any Shareholder  Affiliate agrees to indemnify for\nor share Tax  liability  of any  party;  (ix)  contracts  and  other  agreements\nrelating to the borrowing of money; (x) any equipment  leases requiring  payment\nof at least  US$100,000  within a given  year which are not  cancelable  without\npenalty upon 90 days' notice;  (xi)  agreements  settling  pending or threatened\nLitigation which require continuing obligations after the date hereof; (xii) any\nagreements between Siemens-Elema or any Shareholder Affiliate,  on the one hand,\nand any Affiliate of Siemens-Elema, on the other hand, material, individually or\nin the aggregate,  to the continued  operation of the Business  consistent  with\npast  practice;  (xiii)  agreements  granting  rights or options to purchase the\nsecurities or assets (other than  inventory in the ordinary  course of business)\nof other companies or entities;  (xiv)  agreements which limit the Business from\ncompeting  in any  line  of  business  or in any  geographic  area,  other  than\ndistributorship   or  representation   agreements  which  are  exclusive  as  to\ngeographic territory;  or (xv) any other contract or other agreement (other than\ncontracts  and  agreements  of the type  specified in clauses (i) through  (xiv)\nabove) that is  material  to the  Business.  There have been  delivered  or made\navailable  to SJM true and  complete  copies  of all such  contracts  and  other\nagreements  set forth in paragraph (a) of Schedule 4.6. All of such  Commitments\nare in full  force  and  effect,  and none of  SiemensElema  or any  Shareholder\nAffiliate is in material default under any of them. None of Siemens-Elema or any\nShareholder  Affiliate  has  received  any  notification  of any  change  in its\narrangements  with  customers and suppliers that would  individually,  or in the\naggregate,  have a  Material  Adverse  Effect.  Paragraph  (b) of  Schedule  4.6\nindicates which of the  Commitments  requires the consent of a third party to be\ntransferred or to remain in full force and effect  following the consummation of\nthe transactions contemplated by this Agreement.\n\n                 4.7  LITIGATION.  Except as set forth in Schedule 4.7, there is\nno Litigation  pending or, to  Siemens-Elema's  or any  Shareholder  Affiliate's\nknowledge,  threatened which seeks to enjoin or obtain damages in respect of the\nconsummation of the  transactions  contemplated  hereby.  Schedule 4.7 lists any\nLitigation and, to Siemens-Elema's or any Shareholder Affiliate's knowledge, any\ninvestigation by a governmental  entity, in each case that (i) involves a claim,\nor to Siemens-Elema's or any Shareholder Affiliate's knowledge, potential claim,\nof liability,  in excess of US$2,000,000,  against or affecting Siemens-Elema or\nany Shareholder  Affiliate in respect of the Business or (ii) enjoins,  or seeks\nto enjoin,  the  operation  of a portion of the  Business  or seeks  declaratory\njudgment if such injunction or judgment would, or if entered would, constitute a\nMaterial Adverse Effect.\n\n                 4.8 PERMITS. Except as set forth in Schedule 4.8, Siemens-Elema\nor a Shareholder  Affiliate currently holds all permits,  licenses,  clearances,\nregistrations,  consents, waivers, listings,  exemptions,  orders, certificates,\nauthorizations or approvals of any international,  federal, provincial, state or\nlocal,  domestic or foreign,  governmental  authorities or regulatory  agencies,\nincluding, without limitation, those regulating safety, effectiveness and market\nclearance of medical devices (the \"Permits\"), necessary to carry on the Business\nas it is currently being conducted, except for such Permits the absence of which\nwould not, individually or in the aggregate, have a Material Adverse Effect.\n\n                 4.9  GOVERNMENTAL  CONSENTS.  Except  for the  filing  with the\nAustrian  Cartel Court,  with the Treasury  Department of the French Ministry of\nEconomy,  Finance and Budget and  otherwise  as set forth in Schedule  4.9,  the\nexecution,  delivery and performance by  Siemens-Elema of this Agreement and the\nconsummation by Siemens-Elema of the transactions contemplated by this Agreement\nand  the  consummation  by  the  Shareholder   Affiliates  of  the  transactions\ncontemplated by the Ancillary Agreements require no action by, or in respect of,\nor filing with, any governmental body, agency, official or authority.\n\n                 4.10       EMPLOYEE BENEFIT PLANS.\n\n                 4.10.1  Schedule  4.10.1 sets forth a true and complete list of\neach material  Employee  Benefit Plan covering any Employee  (each as defined in\nSection  4.10.5).  With  respect  to each  Employee  Benefit  Plan set  forth on\nSchedule 4.10.1:\n\n                 (a)  Each  Employee  Benefit  Plan  (and  each  related  trust,\n         insurance  contract,  or fund) complies in form and in operation in all\n         material  respects  with  its  terms,  and with  all  applicable  laws,\n         regulations, ordinances, codes or other legally binding rules and other\n         requirements  of all tax,  labor  and  other  governmental  authorities\n         having  jurisdiction over  Siemens-Elema or any Shareholder  Affiliate,\n         and all applicable  collective  bargaining agreements and works council\n         rules.\n\n                 (b) All employer and Employee  contributions  which are due and\n         owing as of the Closing  Date with  respect to Employee  Benefit  Plans\n         have  been  or  will be made in  accordance  with  local  law and  past\n         practice. Any Benefit Obligations under any Employee Benefit Plan as of\n         the Closing  Date have been  appropriately  reflected  on the books and\n         records of such Employee  Benefit Plan sponsor in accordance with local\n         law, past practice and generally accepted accounting  principles in the\n         local jurisdiction. Except as disclosed in Schedule 4.10.1, all Benefit\n         Obligations under any Employee Benefit Plan as of the Closing Date will\n         be, on the Closing Date, fully covered by insurance contracts,  special\n         assets or other provisions established for this purpose.\n\n                 (c)  Siemens-Elema  has  delivered  to SJM correct and complete\n         copies  of all  plan  documents  and  summary  plan  descriptions,  all\n         material  communications  to Employees,  all related trust  agreements,\n         insurance contracts,  and other funding agreements which implement each\n         Employee  Benefit  Plan,  and,  where a plan  document  for an Employee\n         Benefit Plan does not exist,  a detailed  description  of such Employee\n         Benefit Plan.\n\n                 (d) Except as disclosed on Schedule 4.10.1, no Employee Benefit\n         Plan provides medical,  health,  life insurance,  or other welfare-type\n         benefits for current or future retired or terminated  Employees,  their\n         spouses or their dependents.\n\n                 (e)  Except  as  disclosed  on  Schedule  4.10.1,  to the  best\n         knowledge of  Siemens-Elema,  there has been no amendment  to,  written\n         interpretation  of, or announcement  (whether or not written)  relating\n         to, or any change in  employee  participation  or coverage  under,  any\n         Employee  Benefit  Plan  that  is not  reflected  in the  text  of such\n         Employee  Benefit  Plan which  would  materially  increase  the expense\n         (whether or not such expense is  recognized  under  generally  accepted\n         accounting  principles) to the employer whose  Employees are covered by\n         such Employee  Benefit Plan,  other than as a function of the number of\n         plan participants.\n\n                 (f) Except as  disclosed  on Schedule  4.10.1,  or as otherwise\n         expressly  provided  with  respect to an  Employee  Benefit  Plan or as\n         otherwise  required  by  applicable  law,  to  the  best  knowledge  of\n         Siemens-Elema,  no condition exists that would prevent the amendment or\n         termination of any Employee Benefit Plan with respect to any Employee.\n\n                 4.10.2 No action,  suit,  proceeding,  hearing or investigation\nwith  respect  to the  administration  or the  investment  of the  assets of any\nEmployee  Benefit  Plan  (other than  routine  claims for  benefits)  that could\nreasonably be expected to result in a material liability to Siemens-Elema or any\nShareholder Affiliate is pending or threatened, and neither SiemensElema nor any\nShareholder  Affiliate has any knowledge of any basis for any such action, suit,\nproceeding, hearing, or investigation.\n\n                 4.10.3  Except as set forth on Schedule 4.10.3:\n\n                 (a) the consummation of the  transactions  contemplated by this\n         Agreement will not (i) entitle any Transferred Employee of the Business\n         to severance pay, termination indemnities,  supplementary  unemployment\n         compensation  or any  similar  payment,  (ii)  accelerate  the  time of\n         payment or vesting,  or increase the amount of any  compensation due to\n         any  such  Employee,  or  (iii)  constitute  or  involve  a  prohibited\n         transaction   that  is  not   otherwise   covered  by  a  statutory  or\n         administrative exemption; and\n\n                 (b) no collective bargaining agreement, employment agreement or\n         other agreement  contains any \"change in control\" or similar provisions\n         which may be triggered by any of the transactions  contemplated in this\n         Agreement.\n\n                 4.10.4 Except as disclosed in Schedule 4.10.4,  there have been\nno statements by authorized  representatives of Siemens-Elema or any Shareholder\nAffiliate,  whether oral or in writing,  regarding any Employee Benefit Plans to\nbe maintained  (or not to be  maintained)  by SJM or an SJM Affiliate  after the\nClosing  Date,  which  will  result  in  material  liability  to SJM or such SJM\nAffiliate, whether direct or indirect.\n\n                 4.10.5  For purposes of this Agreement:\n\n                 (a) \"Employee\" means a current employee,  including both active\n         employees  (including  light duty  employees),  and inactive  employees\n         (including  employees  on a leave of absence,  sick  leave,  short term\n         disability, long term disability or worker's compensation disability on\n         the Closing Date), of the Business employed outside of North America.\n\n                 (b) \"Employee Benefit Plan\" means any agreement, plan, program,\n         fund,  policy,  contract or arrangement  (either  written or unwritten)\n         providing compensation, benefits, pension, retirement,  superannuation,\n         profit sharing,  stock bonus, stock option, stock purchase,  phantom or\n         stock  equivalent,   bonus,  thirteenth  month,   incentive,   deferred\n         compensation,   hospitalization,  medical,  dental,  vision,  vacation,\n         insurance,  sick pay,  disability,  severance,  termination  indemnity,\n         redundancy   pay,   educational   assistance,   holiday  pay,   housing\n         assistance,  moving  expense  reimbursement,  fringe benefit or similar\n         employee  benefits  covering any Employee,  and the  beneficiaries  and\n         dependents of the Employee,  regardless of whether it is mandated under\n         local law,  private,  funded,  unfunded,  financed  by the  purchase of\n         insurance, contributory or non-contributory.\n\n                 (c)  For  purposes  of  this   Agreement,   the  term  \"Benefit\n         Obligations\"  means the actual  liability  to provide  all  current and\n         projected  benefits to Employees,  regardless of whether an amount less\n         than such actual  liability  is reported  on the  employer's  financial\n         statements under applicable tax or accounting  rules. For example,  the\n         \"Benefit  Obligations\"  of an unfunded  book  reserve  pension  plan in\n         Austria  or  Germany  is  greater  than  the  amount  credited  to  the\n         employer's bookkeeping reserve.\n\n\n                 4.11  EMPLOYEES.  Paragraph  (a) of Schedule  4.11 sets forth a\ntrue  and  complete  list  of  all  Employees  (other  than  former  employees),\nindicating  their position and base salary.  Paragraph (b) of Schedule 4.11 sets\nforth a true and  complete  list of each  works  council,  union or other  labor\norganization,  which has to be notified or consulted or with which  negotiations\nneed to be conducted in connection  with the  transactions  contemplated by this\nAgreement and each collective  bargaining  agreement which has any impact on the\nterms and conditions of employment with respect to the Employees. Where required\nunder local law,  Siemens-Elema or the relevant Shareholder Affiliate will have,\nprior to the Closing Date, properly notified,  or where appropriate consulted or\nnegotiated  with,  the local  works  council,  union,  labor  board or  relevant\ngovernment agency concerning the transactions contemplated by this Agreement and\nthe Ancillary  Agreements.  Other than as described on Schedule 4.11(c), each of\nSiemens-Elema and the Shareholder  Affiliates is in material compliance with all\ndomestic  and foreign  laws,  regulations,  ordinances,  codes or other  legally\nbinding  rules  applicable  to the  Business  and  its own  policies  respecting\nemployment and employment practices,  terms and conditions of employment,  wages\nand hours, equal opportunity, civil rights, labor relations, occupational health\nand safety and payroll taxes, and any federal,  state, provincial or local human\nrights  act.  Other  than  as  described  on  Schedule  4.11(d),   (i)  none  of\nSiemens-Elema or any Shareholder Affiliate is in receipt of a complaint,  demand\nletter or charge  issued by a federal,  state,  provincial or local agency which\nalleges a violation by Siemens-Elema or any Shareholder  Affiliate in respect of\nthe Business of any  applicable  law or  regulation  respecting  employment  and\nemployment practices, terms and conditions of employment, wages and hours, equal\nopportunity,  civil rights,  labor relations,  occupational health and safety or\npayroll taxes;  and (ii) since September 30, 1993, none of  Siemens-Elema or any\nShareholder  Affiliate has engaged in any plant closing, work force reduction or\nother action which has resulted or would result in material  liability under any\napplicable  domestic  or foreign law or  regulation,  have not issued any notice\nthat any such action is to occur in the future,  and are in material  compliance\nwith  all  applicable  requirements  of  all  applicable  immigration  laws  and\nregulations.\n\n                 4.12       [RESERVED]\n\n                 4.13       COMPANY PRODUCTS; REGULATION.\n\n                 4.13.1 Except as disclosed in paragraph (a) of Schedule  4.13.1\nand except as would not have a Material  Adverse  Effect,  to the  knowledge  of\nSiemens-Elema,  since  January  1,  1992  there  have been no  written  notices,\ncitations or decisions by any  governmental  or regulatory body that any product\nproduced, manufactured, marketed or distributed at any time by the Business (the\n\"Products\") is defective or fails to meet any applicable  standards  promulgated\nby any such  governmental or regulatory body. To the knowledge of Siemens-Elema,\nSiemens-Elema  is in  compliance  with  the  Consent  Decree  applicable  to the\nProducts of the  Business.  Except as  disclosed  in  paragraph  (b) of Schedule\n4.13.1, since January 1, 1992 there have been no recalls, field notifications or\nseizures ordered or, to the knowledge of  Siemens-Elema,  threatened by any such\ngovernmental or regulatory  body with respect to any of the Products.  Except as\nhas been disclosed to SJM, since January 1, 1992, Siemens-Elema has not received\nand does not have knowledge of any reasonable basis for, any warning letter,  or\nSection  305 or other  similar  notices  from the FDA or any other  domestic  or\nforeign regulatory authority having jurisdiction over similar matters.\n\n                 4.13.2  Except as would  not have a  Material  Adverse  Effect,\nSiemens-Elema  is in possession of and will, upon SJM's request,  make available\nto  SJM,  all  supportive  materials  and  data  with  respect  to the  Business\nsubstantiating  representations  made to the FDA or other  domestic  or  foreign\ngovernmental  regulatory  authority in its filings therewith,  including any and\nall testing  data in the  possession,  or under the control,  of  Siemens-Elema,\nwhether or not  submitted to the FDA or other  domestic or foreign  governmental\nregulatory  authority.  In addition,  Siemens-Elema has identified or will, upon\nSJM's  request,  identify  to  SJM,  to  the  knowledge  of  Siemens-Elema,  all\ninternational  locations  where  regulatory  information and documents are kept,\nexcept  where  the  failure  to  identify  any such  locations  would not have a\nMaterial  Adverse  Effect.  The  Products  perform in all  material  respects in\ncompliance with the representations and performance  specifications as contained\nin said filings.\n\n                 4.14       TAX MATTERS.\n\n                 4.14.1  U.S.  Real  Property.  Except as set forth in  Schedule\n4.14.1, none of Siemens-Elema or the Shareholder Affiliates own, with respect to\nthe Business,  any interest in real property located in the United States or any\nproperty  which would  constitute an  investment  in United States  property (as\ndefined  in  Section  956(b)  of the  Code)  if  held  by a  controlled  foreign\ncorporation (as defined in Section 957 of the Code).\n\n                 4.14.2 Permanent Establishment. Except as set forth in Schedule\n4.14.2, none of Siemens-Elema or the Shareholder  Affiliates has, or has had, in\nrespect of the Business, a permanent  establishment or other presence subjecting\nit to taxation, in any foreign country, as defined under any applicable law, tax\ntreaty or convention.\n\n                 4.15       [RESERVED]\n\n                 4.16  BROKERAGE.  Other than the fee payable by Siemens Medical\nSystems,  Inc. to Gleacher &amp; Co., its investment banker, there are no claims for\nbrokerage commissions,  finder's fees or similar compensation in connection with\nthe  transactions  contemplated  by this Agreement  based on any  arrangement or\nagreement made by SiemensElema or any of its Affiliates.\n\n                 4.17 AFFILIATED TRANSACTIONS. Except as listed and described in\nparagraph  (a) of Schedule  4.6 or in Schedule  4.17  hereto,  as relates to the\nBusiness,  neither SiemensElema nor any Shareholder  Affiliate is a party to any\ntransaction or Commitment  with, and has no obligation or liability  owing to or\nfrom,  any  Affiliate  of  Siemens-Elema  in excess of US$50,000 or which is not\ncancelable by Siemens-Elema  or such Shareholder  Affiliate on at least 60 days'\nnotice without penalty.\n\n                 4.18 INSURANCE.  Schedule 4.18  constitutes a true and complete\ndescription  of all of the  policies  in force and effect and a  description  of\ntheir respective  coverage and limits  presently  applicable to or including the\noperations  and  property  of  the  Business.  None  of  Siemens-Elema  nor  any\nShareholder  Affiliate  has  received any notice of  cancellation  in respect of\ninsurance  coverage  for  operations,  assets  and  properties  relating  to the\nBusiness.  All premiums due and payable in respect of such  insurance  have been\npaid.  There  are  no  pending  or,  to  Siemens-Elema's  knowledge,  threatened\nterminations  or  premium  increases  with  respect  to any  such  policies  and\nSiemens-Elema and the Shareholder Affiliates are in compliance with all material\nconditions contained therein.\n\n                 4.19       [RESERVED]\n\n                 4.20 INVENTORY.  Siemens-Elema has previously  disclosed to SJM\nby letter dated June 22, 1994, the accounting  guidelines used by  Siemens-Elema\nin respect of the Business (and used by  Siemens-Elema in the preparation of the\nDeal Balance Sheet) for valuing Inventory (as defined below),  including without\nlimitation the  guidelines  used to determine  whether  Inventory is obsolete or\ndamaged, or will be slow-moving or defective.\n\n                 4.21   ACCOUNTS  AND  NOTES   RECEIVABLE.   Siemens-Elema   has\npreviously  disclosed  to SJM by letter  dated  June 22,  1994,  the  accounting\nguidelines  used  by  SiemensElema  in  respect  of the  Business  (and  used by\nSiemens-Elema in the preparation of the Deal Balance Sheet) for valuing accounts\nreceivable.  All  accounts  and notes  receivable  reflected on the Deal Balance\nSheet for sales to customers  (other than  Affiliates of  Siemens-Elema  and the\nShareholder  Affiliates)  outside the United  States and all such  accounts  and\nnotes receivable  arising subsequent to the Deal Balance Sheet Date, have arisen\nin the manner  consistent  with past practice of the Business,  represent  valid\nobligations due to SiemensElema  or the  Shareholder  Affiliates,  and have been\ndocumented by invoices and accompanying  documentation as required to permit and\nsupport  collection in accordance  with  national,  provincial  and local law or\nregulation.\n\n\n                                  ARTICLE 5 \n\n                     REPRESENTATIONS AND WARRANTIES OF SJM\n\n                 SJM  represents and warrants to  Siemens-Elema  and agrees with\nSiemensElema as follows:\n\n                 5.1        CORPORATE POWER AND AUTHORITY; EFFECT OF AGREEMENT.\n\n                 5.1.1 Each of SJM and SJM  International  is a corporation duly\norganized, validly existing and in good standing under the laws of Minnesota and\nDelaware,  respectively,  and has full corporate power and authority to carry on\nits  business as it is now being  conducted.  All of the issued and  outstanding\ncapital stock of SJM International is owned by SJM.\n\n                 5.1.2  Each of SJM and SJM  International  has  full  corporate\npower  and  authority  to  execute  and  deliver  this  Agreement,  perform  its\nobligations  hereunder and to consummate the transactions  contemplated  hereby.\nThe execution and delivery of this  Agreement,  the  performance  by SJM and SJM\nInternational  of its obligations  hereunder and the consummation by SJM and SJM\nInternational of the transactions  contemplated hereby have been duly authorized\nby all necessary corporate action on the part of SJM and SJM International,  and\nno  other  corporate  proceedings  on the part of SJM or SJM  International  are\nnecessary to authorize  the  execution  and  delivery of this  Agreement,  or to\nconsummate the transactions so contemplated. On the Closing Date each of the SJM\nAffiliates  will have full corporate  power and authority to execute and deliver\nthe  Ancillary  Agreements  to  which  it is a party,  perform  its  obligations\nthereunder and consummate the transactions  contemplated thereby. On the Closing\nDate the execution and delivery of the Ancillary Agreements,  the performance by\neach SJM Affiliate of its  obligations  thereunder and the  consummation by each\nSJM  Affiliate  of the  transactions  contemplated  thereby  will have been duly\nauthorized by all necessary  corporate action on the part of each SJM Affiliate,\nand no other  corporate  proceedings  on the part of any SJM  Affiliate  will be\nnecessary to authorize the execution and delivery of this  Ancillary  Agreement,\nor to consummate the transactions contemplated thereby.\n\n                 5.1.3 This  Agreement  has been duly  executed and delivered by\nSJM  and  SJM  International  and  constitutes  the  legal,  valid  and  binding\nobligation of SJM and SJM International,  enforceable against each such party in\naccordance with its terms,  except to the extent that such enforceability may be\nlimited by bankruptcy, insolvency,  reorganization,  moratorium or other similar\nlaws  relating to creditors'  rights  generally.  At the Closing,  the Ancillary\nAgreements to which SJM and any SJM Affiliate is a party,  will be duly executed\nand delivered by SJM and the  respective  SJM Affiliate and will  constitute the\nlegal,  valid and binding  obligation of SJM and the  respective  SJM Affiliate,\nenforceable  against each such party in accordance with its terms, except to the\nextent  that such  enforceability  may be  limited  by  bankruptcy,  insolvency,\nreorganization,  moratorium or other similar laws relating to creditors'  rights\ngenerally.\n\n                 5.1.4 The  execution,  delivery and  performance by SJM and SJM\nInternational  of this  Agreement  and by each SJM  Affiliate  of the  Ancillary\nAgreements and the consummation by them of the transactions  contemplated hereby\nand thereby do not and will not contravene or constitute a default under or give\nrise to a right of  termination,  cancellation  or  acceleration of any right or\nobligation of SJM, SJM  International  or any such SJM Affiliate or to a loss of\nany  benefit  to which  SJM,  SJM  International  or any such SJM  Affiliate  is\nentitled under (i) except as would not be materially  adverse to the operations,\nresults  of  operations,  assets  or  financial  condition  of SJM  and  the SJM\nAffiliates,  taken as a whole, or have a material  adverse effect on the ability\nof SJM or SJM International to consummate the transactions  contemplated by this\nAgreement,   any  provision  of  applicable  law  or  regulation  (assuming  the\ngovernmental  consents referred to in Section 5.2 have been obtained);  (ii) the\narticles of  incorporation  or bylaws (or similar  organizational  documents) of\nSJM,  SJM  International  or  any  such  SJM  Affiliate;   (iii)  any  judgment,\ninjunction,  order,  decree,  administrative  interpretation,   award  or  other\ninstrument  binding upon SJM, SJM  International  or any such SJM Affiliate;  or\n(iv) result in the creation or  imposition  of any Lien on any asset of SJM, SJM\nInternational  or any such SJM  Affiliate  which  would have a material  adverse\neffect on their ability to consummate the transactions contemplated hereby.\n\n                 5.2  CONSENTS.  Except for the filing with the Austrian  Cartel\nCourt, with the Treasury  Department of the French Ministry of Economy,  Finance\nand Budget and otherwise as set forth in Schedule  5.2, no consent,  approval or\nauthorization  of,  or  exemption  by,  or  filing  with,  any  governmental  or\nregulatory authority or any other third party is required in connection with the\nexecution, delivery or performance by SJM or SJM International of this Agreement\nor the  taking  by SJM or SJM  International  of any other  action  contemplated\nhereby, excluding, however, consents, approvals, authorizations,  exemptions and\nfilings,  if any,  which  Siemens-Elema  or any of its Affiliates is required to\nobtain or make.\n\n                 5.3  AVAILABILITY  OF FUNDS.  SJM has  available,  or will have\navailable on the Closing Date,  sufficient  funds to enable it to consummate the\ntransactions contemplated by this Agreement.\n\n                 5.4  LITIGATION.  There is no  Litigation  pending or, to SJM's\nknowledge, threatened, which seeks to enjoin or obtain damages in respect of the\nconsummation of the transactions contemplated hereby.\n\n                 5.5  BROKERAGE.  Other than the fee  payable by SJM to CS First\nBoston  Corporation,  its investment  banker,  there are no claims for brokerage\ncommissions,  finder's  fees or  similar  compensation  in  connection  with the\ntransactions  contemplated  by  this  Agreement  based  on  any  arrangement  or\nagreement by SJM.\n\n                 5.6  CERTAIN  OWNERSHIP  INTERESTS.  SJM  is  not  directly  or\nindirectly  \"significantly  funded\"  (as  that  phrase  is  defined  in  Section\n12(B)(c)(i)  of the Settlement  Agreement and Section  9.02(c)(i) of the License\nAgreement),  nor is there,  directly or indirectly,  \"significant  voting common\nstock or other voting  equity  ownership\"  (as that phrase is defined in Section\n12(B)(c)(i) of the Settlement  Agreement) in SJM, by the Japanese  government or\ninvestors of Japanese  nationality;  and (ii) it is not directly or  indirectly,\n\"significantly  funded\" (as that term is defined in Section  12(B)(c)(ii) of the\nSettlement  Agreement and Section 9.02(c)(ii) of the License Agreement),  nor is\nthere,  directly or indirectly  \"significant voting common stock or other voting\nequity  ownership\"  (as that  phrase is defined in Section  12(B)(c)(ii)  of the\nSettlement  Agreement  and  9.02(c)(ii)  of the License  Agreement) in SJM, by a\nnational government other than Japan.\n\n\n                                   ARTICLE 6\n\n                                   COVENANTS\n\n                 6.1  COOPERATION.  Each  of the  parties  hereto  will  use its\nreasonable  best  efforts  to  cause  the   consummation  of  the   transactions\ncontemplated  hereby in  accordance  with the terms and  conditions  hereof  and\napplicable  law. Each of the parties hereto will use its reasonable best efforts\nto obtain all  governmental  consents and approvals  necessary to consummate the\ntransactions  contemplated  by this Agreement and to cause the Closing to occur.\nSiemens-Elema shall use, and shall cause each Shareholder  Affiliate to use, its\nreasonable  best  efforts to obtain the consent or approval of third  Persons to\nthe transactions  contemplated hereby or by any of the Ancillary Agreements with\nrespect  to  the  Commitments  identified  in  Schedule  4.6  and  the  Permits.\nSiemens-Elema  and SJM agree  that,  in the event any consent or approval of any\nsuch third Person  necessary or desirable to preserve for the Business any right\nor benefit  under any such  Commitment  or Permit is not  obtained  prior to the\nClosing (and provided that SJM waives any resulting failure of a condition under\nArticle 8),  Siemens-Elema  will, and will cause the Shareholder  Affiliates to,\nsubsequent  to the  Closing,  cooperate  with  SJM  and the  SJM  Affiliates  in\nattempting  to obtain  such  consent  or  approval  as  promptly  thereafter  as\npracticable. If such consent or approval cannot be obtained, Siemens-Elema shall\nuse and shall  cause  each  Shareholder  Affiliate  to use its  reasonable  best\nefforts to provide  SJM or the  respective  SJM  Affiliates  with the rights and\nbenefits of the affected Commitment or Permit for the term of such Commitment or\nPermit, and, if and to the extent that Siemens-Elema or a Shareholder  Affiliate\nprovides the rights and benefits  under any such  Commitment  or Permit,  or any\nother  contract for which  consent or approval  cannot be  obtained,  SJM or the\nrespective SJM Affiliate shall assume the obligations and burdens  thereunder to\nsuch extent.  After the Closing,  Siemens-Elema  shall cooperate with SJM in the\npreparation of any financial statements required to be filed by SJM with respect\nto the Business pursuant to U.S. federal securities laws.\n\n                 6.2  CONDUCT  OF  BUSINESS.  From the  date  hereof  until  the\nClosing,  Siemens-Elema shall cause the Business to be conducted in the ordinary\ncourse  consistent with past practice.  Prior to the Closing,  without the prior\nwritten  consent of SJM or unless  otherwise  contemplated  or permitted by this\nAgreement,  none of Siemens-Elema or any Shareholder Affiliate in respect of the\nBusiness will:\n\n                 (a) merge or consolidate with any person,  acquire any stock or\nother ownership interest in any Person or substantially all of the assets of any\nbusiness as an entity or  liquidate,  dissolve or otherwise  reorganize  or seek\nprotection from creditors;\n\n                 (b) except as set forth in Schedule  6.2,  enter into any other\nagreements, commitments or contracts (including without limitation joint venture\nagreements or material license  agreements)  which are material to the Business,\nexcept agreements,  commitments or contracts entered into in the ordinary course\nfor the  purchase,  sale or lease of goods or  services,  consistent  with  past\npractice; or\n\n                 (c) make any  investment of a capital nature either by purchase\nof  stock  or  securities,  contributions  to  capital,  property  transfers  or\notherwise, or by the purchase of any property or assets of any other individual,\nfirm or corporation.\n\n                 6.3        [RESERVED]\n\n                 6.4        ACCESS.\n\n                 6.4.1  From the date of this  Agreement  to and  including  the\nClosing  Date,  Siemens-Elema  shall  provide,  and  shall  cause  each  of  the\nShareholder  Affiliates  to  provide,  SJM,  its  counsel,  financial  advisors,\nauditors and other authorized representatives,  with such information pertaining\nto the Business as SJM from time to time  reasonably may request with respect to\nSiemens-Elema,  the  Shareholder  Affiliates,  the Assets and the Business,  and\nshall permit, and shall cause each of the Shareholder  Affiliates to permit, SJM\nand its  representatives  reasonable  access,  during regular business hours and\nupon  reasonable  notice,  to the  offices,  properties,  books and  records  of\nSiemens-Elema,  the Shareholder Affiliates and the Business, as SJM from time to\ntime  reasonably  may  request,  and will  instruct the  employees,  counsel and\nfinancial advisors of Siemens-Elema and the Shareholder  Affiliates to cooperate\nwith the  investigation of the Business;  provided that no  investigation  shall\naffect any warranties or  representations  given by Siemens-Elema to SJM in this\nAgreement and provided further,  however,  that any such investigation  shall be\nconducted in such a manner so as not to  interfere  with the  operations  of the\nBusiness consistent with past practice.  This will include,  without limitation,\naccess promptly  following  execution of this Agreement to  information,  books,\nrecords, and personnel regarding product pricing, supplier costs, specifications\nfor products in development and patent applications.  In addition, to the extent\nnot previously delivered or made available to SJM,  Siemens-Elema shall cause to\nbe delivered or made available to SJM all internal or third party  environmental\nand health and safety studies and reports with respect to the Business,  in each\ncase after January 1, 1992.\n\n                 6.4.2 In order to facilitate  the resolution of any claims made\nby or against  Siemens-Elema or any Shareholder  Affiliate with respect to third\nparties prior to or after the Closing,  upon  reasonable  notice,  SJM shall and\nshall cause its  Affiliates  to,  after the  Closing:  (i) afford the  officers,\nemployees and authorized agents and representatives of Siemens-Elema  reasonable\naccess,  during regular  business hours, to the offices,  properties,  books and\nrecords of SJM  International  (and any  successor  thereto) and its  Affiliates\nrelating to the Business, (ii) furnish to the officers, employees and authorized\nagents and representatives of Siemens-Elema such additional  financial and other\ninformation  regarding  the  Business  as  Siemens-Elema  may from  time to time\nreasonably  request and (iii) make available to Siemens-Elema,  the employees of\nSJM  International   (and  any  successor  thereto)  and  its  Affiliates  whose\nassistance,  testimony  or  presence is  necessary  to assist  Siemens-Elema  in\nevaluating any such claims and in defending such claims,  including the presence\nof such persons as witnesses in hearings or trials for such purposes;  provided,\nhowever,  that such  investigation  shall not  unreasonably  interfere  with the\nbusinesses or operations of SJM, SJM  International or any of their  Affiliates;\nprovided further,  however,  that neither SJM nor any of its Affiliates shall be\nobligated to disclose  any  information  which it holds under a legally  binding\nobligation of confidentiality or which is protected by any privilege.\n\n                 6.4.3 In order to facilitate  the resolution of any claims made\nby or against SJM or any of its  Affiliates  with respect to third parties after\nthe Closing,  upon reasonable notice,  Siemens-Elema shall, and shall cause each\nShareholder Affiliate to, after the Closing: (i) afford the officers,  employees\nand  authorized  agents and  representatives  of SJM reasonable  access,  during\nregular  business  hours,  to the  offices,  properties,  books and  records  of\nSiemens-Elema  and the Shareholder  Affiliates with respect to Siemens-Elema and\nthe  Shareholder  Affiliates  and the  Business,  (ii) furnish to the  officers,\nemployees  and  authorized  agents and  representatives  of SJM such  additional\nfinancial and other  information  regarding the Business for the period prior to\nthe  Closing  as SJM may from time to time  reasonably  request  and (iii)  make\navailable to SJM, the employees of Siemens-Elema and the Shareholder  Affiliates\nwhose assistance, testimony or presence is necessary to assist SJM in evaluating\nany such claims and in  defending  such claims,  including  the presence of such\npersons as witnesses in hearings or trials for such purposes; provided, however,\nthat such  investigation  shall not unreasonably  interfere with the business or\noperations of SiemensElema or its Affiliates;  provided further,  however,  that\nneither  Siemens-Elema  nor any of its Affiliates shall be obligated to disclose\nany  information  which  they  hold  under  a  legally  binding   obligation  of\nconfidentiality or which is protected by any privilege.\n\n                 6.5  NON-DISCLOSURE  AGREEMENT.  The  terms  of  the  Bilateral\nNonDisclosure  Agreement (the \"Non-Disclosure  Agreement\"),  dated as of October\n27, 1993, between  Siemens-Pacesetter,  Inc. and SJM are hereby  incorporated by\nreference,  except that  Section 10 thereof  shall be deemed  amended to provide\nthat Swiss law shall govern the  NonDisclosure  Agreement  and that any disputes\nrelating  thereto  shall be settled by  arbitration  in the manner  provided  in\nSection 12.8 of this Agreement. Each of the parties hereto agrees to be bound by\nthe terms of the Non-Disclosure  Agreement incorporated herein by reference. The\nNon-Disclosure  Agreement  shall  remain  in full  force  and  effect  until the\nClosing.\n\n                 6.6  ANTITRUST,   COMPETITION  LAW  FILINGS.   As  promptly  as\npracticable after the execution of this Agreement,  each party to this Agreement\nshall file or cause its Affiliates to file any reports or notifications that may\nbe required to be filed under such  competition,  investment,  foreign exchange,\ntax or other  laws of such  jurisdictions  as may be  necessary  to  effect  the\ntransactions contemplated by this Agreement;  provided,  however, that SJM shall\nbe responsible  (with the cooperation of  Siemens-Elema  and its Affiliates) for\nall filings of reports or notifications under all applicable antitrust laws.\n\n                 6.7  SUMMARY  OF  TANGIBLE   PERSONAL   PROPERTY   AND  ASSETS.\nSiemensElema  shall,  upon  request by SJM,  furnish or make  available to SJM a\nsummary of tangible personal property, owned or leased by, in the possession of,\nor used by  Siemens-Elema  or the Shareholder  Affiliates in connection with the\nBusiness.\n\n                 6.8 CLAIMS HISTORY. Siemens-Elema shall promptly make available\nand  furnish   access  to  SJM  a  products   claims  history  with  respect  to\nSiemens-Elema and the Shareholder Affiliates in connection with the Business.\n\n                 6.9 FDA  RECERTIFICATION.  Siemens-Elema  shall as regards  the\nBusiness  promptly  furnish  or  make  available  such  information  as SJM  may\nreasonably request regarding  compliance by Siemens-Elema  (Pacemaker  Division)\nwith  the  applicable  terms  of the  Consent  Decree  of  Permanent  Injunction\n(captioned U.S. v. Siemens Medical Systems,  Inc. and dated March 23, 1994) (the\n\"Consent Decree\").\n\n                 6.10 GRANT OF LICENSE. SJM, SJM International and each of their\nAffiliates   designated  pursuant  to  Section  1.1  hereby  grants  to  Siemens\nAktiengesellschaft  (\"Siemens  AG\"),  effective  at the  Closing,  a  worldwide,\nirrevocable,  non-exclusive,  perpetual, royalty free, paid up right and license\nto use the patents,  copyrights,  trade secrets,  designs,  drawings,  software,\nknow-how,  technology and other  intellectual  property and proprietary  matters\nassigned or transferred  to SJM or one of its  Affiliates,  to make,  have made,\nsell, have sold, use, lease,  license, or otherwise dispose of products intended\nfor use in or as products,  other than Cardiac  Stimulation  Devices (including,\nwithout  limitation,  the right and license to make, have made, sell, have sold,\nuse,  lease,  license or  otherwise  dispose of Cardiac  Stimulation  Devices or\nparts, components, modules, subsystems or subassemblies thereof, in or as parts,\ncomponents,  modules,  subsystems or subassemblies of or for,  products intended\nfor use other than as Cardiac Stimulation Devices),  and to render services with\nrespect  to any such  products  used or  intended  for use or uses other than as\nCardiac Stimulation  Devices. The rights and licenses granted under this Section\n6.13 may be freely sublicensed,  assigned,  transferred or disposed of, in whole\nor in part,  without the prior written  consent of SJM, any of its Affiliates or\nany of the  successors  in  interest  of any  of  the  foregoing;  any  license,\nassignment, transfer or other disposition by SJM, any of its Affiliates, and any\nof the  successors in interest of any of the foregoing  shall be subject to such\nrights and licenses granted to Siemens AG.\n\n                 6.11       OTHER FINANCIAL STATEMENTS.\n\n                 On or before the  earlier of (i) the date which is 30 days from\nthe date hereof and (ii) the Closing Date, Siemens-Elema shall deliver to SJM an\naudited  combined  balance  sheet for the Business as of September  30, 1992, as\nwell as an audited  combined  income  statement and combined cash flow statement\nfor the fiscal year then ended  together  with the related  notes and  schedules\nthereto in each case  prepared  from the books and  records of the  Business  in\naccordance  with  U.S.  GAAP  on  a  consistent  basis.  Upon  the  delivery  by\nSiemens-Elema  to SJM of the Closing  Balance  Sheet,  Siemens-Elema  shall also\ndeliver to SJM an audited  combined  income  statement  and  combined  cash flow\nstatement for the Business for the period  beginning  October 1, 1993 and ending\non the Closing Date together with related notes and schedules thereto. Within 30\ncalendar days after the end of June,  1994, and each calendar month  thereafter,\nSiemens-Elema shall deliver to SJM unaudited profit and loss information for the\nBusiness based on financial  information  normally prepared by Siemens-Elema for\ndelivery to Siemens AG.\n\n                 To the extent  necessary to permit SJM to comply with the rules\nand  regulations  of the  United  States  Securities  and  Exchange  Commission,\nSiemens-Elema shall provide to SJM financial  information prepared in accordance\nwith U.S. GAAP consisting of an unaudited interim balance sheet, dated as of the\nlast day of, and an income  statement and statement of cash flow, for the period\nbeginning January 1, 1994 and ending on the last day of such calendar quarter as\nrequired by the applicable  rules and regulations of the Securities and Exchange\nCommission.  If the last day of such calendar quarter is after the Closing Date,\nSiemens-Elema  shall  cooperate in the  preparation  of such  interim  unaudited\nfinancial statements.\n\n                 6.12       AMENDMENTS TO SCHEDULES.\n\n                 (a) No later than July 31, 1994, Siemens-Elema shall deliver to\nSJM any Schedules referenced in Article 4 but not attached hereto as of the date\nhereof,  as well as any updates to or corrections of Schedules  attached hereto,\nwhich Schedules shall be corrected to delete any reference to \"knowledge\". If at\nany time thereafter and prior to the Closing Date Siemens-Elema  learns that any\nrepresentation  contained  in Article 4 is or has become  untrue or incorrect in\nany  material  respect,  Siemens-Elema  shall  promptly  notify  SJM of (i)  the\nrelevant facts and circumstances and (ii) the amendments to the Schedules hereto\nwhich  Siemens-Elema  believes  in good  faith  would be  necessary  to make the\nrepresentations contained in Article 4 true and correct in all material respects\nin  light  of such  facts  and  circumstances.  Each of such  new or  additional\nSchedules  which  Siemens-Elema  is  obligated to deliver no later than July 31,\n1994, as well as any subsequent  proposed  amendment is herein referred to as an\n\"Amendment\".\n\n                 (b) If the facts and  circumstances  underlying  any  Amendment\nwould have an adverse  effect  which is  material,  Siemens-Elema  and SJM shall\nnegotiate in good faith appropriate adjustments, if any, in the price to be paid\nby SJM under  Section 2.1 and in the amount of  liability or  liabilities  to be\nassumed by SJM or the SJM Affiliates under Section 1.2(b).\n\n\n                                   ARTICLE 7\n\n                              ADDITIONAL COVENANTS\n\n                 7.1        LIABILITY FOR EMPLOYEES AND EMPLOYEE BENEFIT PLANS.\n\n                 7.1.1 IN GENERAL.  Except as provided on Schedule  4.11,  as of\nthe Closing  Date,  SJM and an SJM  Affiliate  shall  employ  (where  employment\ncontinues  by  operation  of law) or,  where  employment  does not  continue  by\noperation of law, shall offer  employment  to, each Employee  listed on Schedule\n4.11 employed on terms which are not less favorable to such Employee, taken as a\nwhole, as the terms in effect  immediately  prior to the Closing Date. Each such\nEmployee who continues in employment by operation of law or who accepts an offer\nof  employment  pursuant to this  Section  7.1.1 is  hereafter  referred to as a\n\"Transferred Employee.\" Siemens-Elema shall indemnify and hold harmless SJM, and\nany SJM  Affiliate  for any  Losses  as a result of any  severance,  termination\nindemnity,  compensation,  or other benefit or amount under any Employee Benefit\nPlan with respect to:\n\n                 (a) any Employee who is not a Transferred Employee;\n\n                 (b) any Employee who would otherwise be a Transferred Employee,\n         but who  withholds  his  individual  consent or objects to the transfer\n         under local labor law and thus  refuses to become an employee of SJM or\n         an SJM Affiliate, as the case may be; and\n\n                 (c) any  former  Employee  who  terminated  employment  for any\n         reason prior to or on the Closing Date.\n\n                 7.1.2  LIABILITY FOR EMPLOYEE  BENEFIT PLANS. As of the Closing\nDate, SJM or the  appropriate  SJM Affiliate  shall assume the Employee  Benefit\nPlans  listed on Schedule  7.1.2 which they are  required  under the laws of the\napplicable   jurisdictions  to  assume  or  which  they,  with  the  consent  of\nSiemens-Elema  and the Shareholder  Affiliates,  as appropriate,  have agreed to\nassume (the \"Assumed Employee Benefit Plans\").  SiemensElema and the Shareholder\nAffiliates  agree  to do all  things  reasonably  necessary  to  accomplish  the\nassumption of the Assumed  Employee  Benefit Plans,  including,  with respect to\nprivate plans,  the transfer to SJM or the designated SJM Affiliate of insurance\ncontracts and other assets to fully fund the Benefit  Obligations of the Sellers\nunder such plans as of the Closing Date, and shall not withhold their consent if\nsuch  Employee  Benefit  Plans are  capable,  under  the laws of the  applicable\njurisdictions, of being assumed.\n\n                 7.1.3 Nothing herein  expressed or implied is intended or shall\nbe construed to confer upon or give to any person,  firm or  corporation,  other\nthan the parties hereto and their respective  permitted  successors and assigns,\nany rights or remedies under or by reason of this Agreement.\n\n                 7.1.4  Siemens-Elema   shall,  or  shall  cause  a  Shareholder\nAffiliate to,  indemnify,  save and hold harmless SJM and the SJM Affiliates and\nthe Affiliates of any of them from and against any and all Losses arising under:\n\n                 (a) any Employee  Benefit Plan  maintained or contributed to by\n         SiemensElema  or the  Shareholder  Affiliates,  other than any Employee\n         Benefit  Plan and  obligations  assumed  by SJM and the SJM  Affiliates\n         pursuant  to Section  7.1.2  above,  regardless  of whether  the Losses\n         relate to or arise out of  conditions,  events  or  transactions  which\n         exist or occur prior to, on or after the Closing Date; and\n\n                 (b) any Employee Benefit Plan and obligations assumed by SJM or\n         the SJM Affiliates  pursuant to Section 7.1.2 above, to the extent such\n         Losses  relate to or arise out of  conditions,  events or  transactions\n         which exist or occur on or prior to the  Closing  Date.  SJM shall,  or\n         shall  cause a SJM  Affiliate  to,  indemnify,  save and hold  harmless\n         Siemens-Elema  and the Shareholder  Affiliates from and against any and\n         all Losses related to Employee Benefit Plans and obligations assumed by\n         SJM and the SJM  Affiliates  pursuant to Section  7.1.2  above,  to the\n         extent  such  Losses  relate to or arise out of  conditions,  events or\n         transactions which exist or occur following the Closing Date.\n\n                 7.2        SALES AND OTHER TAXES.\n\n                 Each  of  Sellers  and  SJM  and  the  SJM  Affiliates  will be\nresponsible  for the payment of, and  Siemens-Elema  and SJM shall indemnify and\nhold the other party and its Affiliates  harmless against,  50% of all transfer,\ndocumentary,  recording,  notarial,  sales, use,  registration,  stamp and other\nsimilar taxes, fees and expenses (including,  but not limited to, all applicable\nstock  transfer or real  estate  transfer  taxes and  including  any  penalties,\ninterest and additions to such tax),  incurred in connection with this Agreement\nor any Ancillary Agreement and the transactions  contemplated hereby or thereby.\nSellers and SJM and the SJM  Affiliates  shall  cooperate  in timely  making and\nfiling all Tax Returns as may be required to comply with the  provisions of laws\nrelating  to such  taxes.  SJM or an SJM  Affiliate  will bear 100% of any value\nadded tax (VAT)  imposed with  respect to its purchase of the Assets;  provided,\nhowever,  that the relevant SJM Affiliate  will be entitled to a credit for such\nVAT against such SJM Affiliate's VAT obligation and provided  further that where\nallowed by local law,  SJM or the relevant  SJM  Affiliate  will be permitted to\nsatisfy its  obligation  to pay VAT by assigning  its claim for a refund of such\nVAT to the applicable Seller.\n\n                 7.3        NON-COMPETITION.\n\n                 7.3.1 During the period from the date of this  Agreement to and\nincluding the fourth  anniversary of the date hereof (or, if not enforceable for\nsuch period in any country,  for such shorter  period as shall be enforceable in\nsuch  country),  Siemens-Elema  shall  not,  nor  shall  it  permit  any  of its\nAffiliates to,  directly or indirectly,  engage in the  development,  marketing,\nproduction,  sale or distribution  anywhere in the world of Competitive Products\n(as defined below).\n\n                 7.3.2 As used in Section 7.3.1 hereof,  the phrase \"directly or\nindirectly,  engage  in\"  includes  any  direct or  indirect  ownership,  profit\nparticipation or other interest by  Siemens-Elema or its Affiliates,  whether as\nowner,  stockholder,  partner, joint venturer,  beneficiary or otherwise, in any\nPerson;  provided,  however,  that the  foregoing  provisions  shall not prevent\nSiemens-Elema  or any of its  Affiliates  from (a) investing in businesses  that\ncompete with the  Competitive  Products  where such  investments  are incidental\ninvestments in public companies and constitute,  in the aggregate,  less than 5%\nof the outstanding securities or voting interest of each of such companies,  (b)\nacquiring  businesses  an  incidental  portion  (such portion being deemed to be\nincidental  if the assets,  revenues or income  relating to the  business  which\ncompetes with the Competitive  Products is less than 5% of the assets,  revenues\nor income,  respectively,  of the  business  being  acquired) of the business of\nwhich competes with the Competitive  Products  (unless the excess over 5% of the\ncompeting  portion of such business is divested  within six months from the date\nof  such  acquisition)  or (c)  investing  in  investment  funds  or  investment\npartnerships  which in turn invest in companies or entities which may be engaged\nin the  production,  sale or  distribution  of  Competitive  Products so long as\nneither  Siemens-Elema  nor any of its  Affiliates  exercise  control  over such\ninvestment decisions.\n\n                 7.3.3 As used in this Section 7.3, (i)  \"Competitive  Products\"\nmeans  \"Cardiac  Stimulation  Devices\"  (as  defined in Section  13.1) and other\ndevices  performing  the same  purpose or function  as, or that are  competitive\nwith, Cardiac Stimulation  Devices,  and shall include products intended for use\nin or as  products  that are Cardiac  Stimulation  Devices  (including,  without\nlimitation, parts, components,  modules, subsystems or subassemblies thereof, or\nparts,  components,  modules,  subsystems or subassemblies of and for,  products\nintended for use as or products that are Cardiac Stimulation  Devices) except to\nthe extent that they are intended  for use in or as products  other than Cardiac\nStimulation  Devices and (ii) \"Affiliate\" does not include any Person once it is\nno longer an Affiliate of Siemens AG.\n\n                 7.4  NON-SOLICITATION.  For thirty-six  months from the Closing\nDate, neither Siemens-Elema nor any Shareholder Affiliate,  on the one hand, nor\nSJM nor any of its Affiliates,  on the other hand, shall specifically solicit to\nhire any current  employees of the other party without the prior written consent\nof such latter party,  provided that nothing  herein shall  restrict or preclude\nthe rights of either party to make generalized  searches for employees by use of\nadvertisements in the media (including  without  limitation,  trade media) or by\nengaging search firms to engage in searches which are not targeted or focused on\nthe employees of the other party.\n\n                 7.5 SIEMENS  NAME.  Immediately  after the  Closing,  except as\notherwise  permitted under the License  Agreement  referred to in Section 3.2.3,\nSJM will take, and will cause each SJM Affiliate to take,  all action  necessary\nto cease the use of the name  \"Siemens\"  (or any  variant  thereof)  and related\ntrademarks,  corporate names, and trade names  incorporating the name \"Siemens\",\nand any \"Siemens\"  logos and trade dress,  in each case in  connection  with the\nconduct of the Business.  Effective upon the Closing,  Siemens-Elema shall cause\nthe Shareholder  Affiliate in France and its  shareholders to take all necessary\naction to change its name to exclude the word \"Pacesetter.\"\n\n                 7.6  CONFIDENTIALITY.  Except  as  otherwise  provided  in this\nAgreement,  after the  Closing  Sellers  and their  Affiliates  shall not use or\ndisclose to third  parties any  information  disclosed  to and  transferred  and\nassigned,  licensed or  otherwise  made  available to SJM or its  Affiliates  in\nconnection  with  the  Business  and  transfer  of  Assets  hereunder.   Without\nlimitation,  this  obligation  of  confidentiality  shall  apply to  information\nrelated to the Products,  business plans, strategies,  technologies,  and future\nbusiness relationships of the Business. This obligation of confidentiality shall\nnot apply to the  extent  any such  information  (a) is or  becomes  part of the\npublic domain through no fault of Sellers (but only after and only to the extent\nthat it is published or otherwise becomes part of the public domain);  (b) after\nthe Closing comes into the possession of Sellers from a third party who was not,\nto Sellers'  knowledge,  under a  continuing  obligation  of  confidence  to the\ndisclosing   party;  or  (c)  is  disclosed  by  Sellers  pursuant  to  judicial\ncompulsion, provided that disclosing party is notified at the time such judicial\naction is  initiated.  Disclosures  relating to the  Products,  business  plan,s\nstrategies and future business  relationships of SJM or the Sellers shall not be\ndeemed to be in the public domain or in the  possession  of the receiving  party\nmerely because they are embraced (but not  disclosed) by general  disclosures in\nthe public domain or the possession of the receiving party.\n\n                 7.7 ACCOUNTS RECEIVABLE.  Regarding accounts receivable sold as\npart of the  Assets  sold  hereunder,  SJM  may,  by  written  notice  given  to\nSiemens-Elema at any time prior to one year after the Closing Date, sell back to\nSiemens-Elema,  and Siemens-Elema  shall repurchase,  at their face value any or\nall such accounts  receivable not collected because they were not at the Closing\nDate documented by invoices and accompanying documentation as required to permit\nand support collection in accordance with national,  provincial and local law or\nregulation.  SJM shall deliver to  Siemens-Elema  an assignment of such accounts\nreceivable to be sold back to Siemens-Elema,  and Siemens-Elema shall deliver to\nSJM immediately available funds in the amount of such accounts receivable within\n30 days after the date of SJM's written notice referred to above. Following such\nassignment,  SiemensElema  shall  be free to use any  efforts  to  collect  such\naccounts receivable it has purchased as Siemens-Elema shall determine.\n\n\n                                   ARTICLE 8\n\n                        CONDITIONS TO SJM'S OBLIGATIONS\n\nThe  obligations  of SJM to consummate  the  transactions  contemplated  by this\nAgreement shall be subject to the satisfaction (or waiver by SJM in writing), on\nor prior to the Closing Date, of all of the following conditions:\n\n                 8.1 REPRESENTATIONS, WARRANTIES AND COVENANTS OF SIEMENS-ELEMA.\nSiemens-Elema  shall have in all material  respects  performed and complied with\nall of its agreements and covenants contained herein to be performed at or prior\nto the Closing Date and the  representations  and  warranties  of  Siemens-Elema\ncontained  herein  shall  be true  on and as of  Closing  Date  in all  material\nrespects.\n\n                 8.2 NO PROHIBITION.  No statute, rule or regulation or order of\nany  court  or  administrative   agency  shall  be  in  effect  which  prohibits\nconsummation of the transactions contemplated hereby.\n\n                 8.3 DELIVERIES.  Siemens-Elema  shall have made or caused to be\nmade delivery to SJM of the items set forth in Section 3.2 hereof.\n\n                 8.4 NO MATERIAL ADVERSE EFFECT. No occurrences or events which,\nindividually  or in the  aggregate,  have a Material  Adverse  Effect shall have\noccurred after September 30, 1993 and be continuing;  and  Siemens-Elema and SJM\nshall  not  have  failed  to  agree  on  the  consequences  to an  Amendment  as\ncontemplated in Section 6.12(b).\n\n                 8.5 GOVERNMENTAL AND OTHER APPROVALS. All governmental filings,\nauthorizations  and approvals which are identified on Schedules 4.9 and 5.2 that\nare required for the consummation of the transactions  contemplated hereby or to\npermit  SJM and the  SJM  Affiliates,  after  consummation  of the  transactions\ncontemplated  hereby, to carry on the Business in the manner now conducted,  and\neach of the consents and  approvals  identified  on Schedule 4.6, the absence of\nwhich would have,  individually or in the aggregate,  a Material Adverse Effect,\nand each of those  consents  listed  on  Schedule  8.5,  will  have been made or\nobtained.\n\n                 8.6 U.S. ASSET PURCHASE AGREEMENT.  The closing of the purchase\nand sale under the U.S.  Asset  Purchase  Agreement (as defined in Section 13.1)\nshall have occurred.\n\n\n                                   ARTICLE 9\n\n                   CONDITIONS TO SIEMENS-ELEMA'S OBLIGATIONS\n\nThe obligations of Siemens-Elema to consummate the transactions  contemplated by\nthis Agreement shall be subject to the  satisfaction (or waiver by Siemens-Elema\nin  writing),  on or  prior  to the  Closing  Date,  of  all  of  the  following\nconditions:\n\n                 9.1  REPRESENTATIONS,  WARRANTIES AND COVENANTS OF SJM. SJM and\nSJM  International  each  shall  have in all  material  respects  performed  and\ncomplied  with all of their  agreements  and  covenants  contained  herein to be\nperformed at or prior to the Closing Date, and all of the representations of SJM\ncontained  herein  shall be true on and as of the Closing  Date in all  material\nrespects.\n\n                 9.2 NO PROHIBITION.  No statute, rule or regulation or order of\nany  court  or  administrative   agency  shall  be  in  effect  which  prohibits\nconsummation of the transactions contemplated hereby.\n\n                 9.3  DELIVERIES.  SJM  shall  have  made or  caused  to be made\ndelivery to Siemens-Elema of the items set forth in Section 3.3 hereof.\n\n                 9.4   GOVERNMENTAL   APPROVALS.   All   governmental   filings,\nauthorizations  and  approvals  that are  required for the  consummation  of the\ntransactions contemplated hereby or to permit SJM and the SJM Affiliates,  after\nconsummation of the  transactions  contemplated  hereby,  will have been made or\nobtained.\n\n                 9.5 U.S. ASSET PURCHASE AGREEMENT.  The closing of the purchase\nand sale under the U.S. Asset Purchase Agreement shall have occurred.\n\n                                 ARTICLE 10\n\n                      INDEMNIFICATION AND RELATED MATTERS\n\n                 10.1 SURVIVAL.  Subject to the limitations and other provisions\nof this Agreement,  the  representations and warranties of SJM and Siemens-Elema\ncontained  herein  shall  survive the Closing and shall remain in full force and\neffect,  regardless  of  any  investigation  made  by or on  behalf  of  SJM  or\nSiemens-Elema, as the case may be, Siemens-Elema, for a period of one year after\nthe Closing Date; provided, however, that (A) the representations and warranties\nin Sections 4.1.1, 4.1.2, 4.1.3, 4.3.1, 4.14 and 4.17 shall survive for a period\nof two years after the Closing Date, (B) the  representations  and warranties in\nSections 4.2,  4.3.15 and 4.3.16 shall only survive until the  adjustment to the\nCash  Consideration  has been  resolved  pursuant  to Section  2.2,  and (C) the\nrepresentations  and  warranties  in Sections 4.7 and 4.18 shall not survive the\nClosing.\n\n                 10.2 INDEMNIFICATION BY SIEMENS-ELEMA. Subject to the terms and\nconditions  of this Article 10,  Siemens-Elema  agrees to indemnify and hold SJM\nand its Affiliates,  including, in each case, any of their respective directors,\nofficers, employees and representatives, harmless from and against:\n\n                 10.2.1  any and all  Losses  resulting  from any  breach of any\nrepresentation or warranty as of the Closing Date, or any knowing,  negligent or\nwilfull  act or  omission  in  breach  of any  covenant  or other  agreement  of\nSiemens-Elema  contained in this Agreement  (other than Sections 7.1 and 7.2, it\nbeing  understood  that the sole remedy for breach  thereof shall be pursuant to\nSections 7.1 and 7.2, as the case may be); and\n\n                 10.2.2 any and all Losses resulting from Excluded Liabilities.\n\n                 10.3   INDEMNIFICATION   BY  SJM.  Subject  to  the  terms  and\nconditions  of this Article 10, SJM agrees to indemnify  and hold  Siemens-Elema\nand its  Affiliates,  including,  in each case,  any of its or their  respective\ndirectors, officers, employees and representatives, harmless from and against:\n\n                 10.3.1  any and all  Losses  resulting  from any  breach of any\nrepresentation or warranty as of the Closing Date, or any knowing,  negligent or\nwilfull act or omission in breach of any covenant or agreement of SJM  contained\nin this Agreement (other than Sections 7.1 and 7.2, it being understood that the\nsole remedy for breach thereof shall be pursuant to Sections 7.1 and 7.2, as the\ncase may be); and\n\n                 10.3.2 any and all Losses resulting from Assumed Liabilities.\n\n                 10.4   LIMITATION   ON   INDEMNIFICATION    LIABILITIES.    The\nindemnification  obligations of  Siemens-Elema  contained in Section 10.2 hereof\nshall not be effective  until the  aggregate  dollar  amount of all Losses which\nwould otherwise be indemnifiable  under Section 10.2 exceeds  US$2,000,000  (the\n\"Threshold  Amount\"),  and then only to the extent such aggregate amount exceeds\nthe Threshold Amount.  The  indemnification  obligations of Siemens-Elema  under\nSection 10.2 shall be effective  only until the dollar amount paid in respect of\nthe Losses indemnified  against under such Section aggregates to an amount equal\nto US$30,000,000  (the \"Liability  Cap\"). The Threshold Amount and the Liability\nCap  contained in this Section 10.4 shall not apply to any  obligations  arising\nunder Section 2.2.4 regarding fees and expenses,  Sections 6.1, 6.4.1, 6.5, 6.6,\n6.11,  Article  7  or  Article  12  or  to  any  Losses  arising  from  Excluded\nLiabilities.\n\n                 10.5  NOTICE  OF  INDEMNIFICATION.   In  the  event  any  legal\nproceeding  shall be  threatened  or  instituted or any claim or demand shall be\nasserted  by any person in respect of which  payment  may be sought by one party\nhereto from the other party under the  provisions of this  Agreement,  the party\nseeking  indemnification  (the \"Indemnitee\") shall promptly cause written notice\nof the assertion of any such claim of which it has knowledge which is covered by\nthis  indemnity  to be  forwarded  to the other party (the  \"Indemnitor\")  which\nnotice,  in the case of a claim  arising  under  Section 7.1, 7.2, 10.2 or 10.3,\nmust be  received  by the  Indemnitor  before  the  expiration  of the  relevant\nsurvival  period set forth in Section  10.1.  Any notice of a claim by reason of\nany of the  representations,  warranties,  covenants or agreements  contained in\nthis Agreement shall state specifically the representation,  warranty,  covenant\nor agreement  with respect to which the claim is made,  the facts giving rise to\nan alleged basis for the claim, and the amount of the liability asserted against\nthe Indemnitor by reason of the claim.\n\n                 10.6  INDEMNIFICATION  PROCEDURE FOR THIRD-PARTY CLAIMS. In the\nevent that an Indemnitee  receives  written  notice of the  commencement  of any\naction  or  proceeding,  the  assertion  of any  claim  by a third  party or the\nimposition  of any  penalty  or  assessment  for which  indemnity  may be sought\npursuant to this Article 10 (a \"Third-Party Claim\"), and such Indemnitee intends\nto seek  indemnity  pursuant to this Article 10, the  Indemnitee  shall promptly\nprovide the Indemnitor with notice of such action, proceeding, claim, penalty or\nassessment,  and the Indemnitor  shall, upon receipt of such notice, be entitled\nto participate in or, at the Indemnitor's option, assume the defense,  appeal or\nsettlement of such action, proceeding, claim, penalty or assessment with respect\nto which such  indemnity has been invoked with counsel of its own choosing,  and\nthe Indemnitee will cooperate fully with the Indemnitor in connection therewith.\nIn the  event  that the  Indemnitor  fails to  assume  the  defense,  appeal  or\nsettlement of such action,  proceeding,  claim,  penalty or assessment within 30\ndays after receipt of notice thereof from the Indemnitee,  the Indemnitee  shall\nhave the right to  undertake  the  appeal  of such  action,  proceeding,  claim,\npenalty or assessment at the Indemnitor's expense,  subject to the rights of the\nIndemnitor in the immediately  succeeding  sentence.  If the Indemnitee  assumes\nsuch defense and proposes to settle or compromise  any such action,  proceeding,\nclaim,  penalty or  assessment  then the  Indemnitee  shall give written  notice\nthereof and the Indemnitor shall have the right to participate in the settlement\nor assume or reassume the defense of such action, proceeding,  claim, penalty or\nassessment.\n\n                 10.7 WAIVERS OF CERTAIN  RESTRICTIONS.  Siemens-Elema on behalf\nof itself and the Shareholder  Affiliates hereby waives, and neither SJM nor any\nof its Affiliates  shall be obligated to comply with,  any applicable  statutory\nprovision  requiring SJM or any of its Affiliates to examine the Business or any\nof the Assets after  receipt and to notify  Sellers  without delay of any defect\ndiscovered.  The parties  hereby agree that any claims  hereunder may be made at\nany time during the applicable survival period.\n\n                 10.8 RIGHT TO CURE.  Any party that is obligated to  indemnify,\ndefend and\/or hold harmless any Person pursuant to any provision of this Article\n10 shall  have  the  right to  cure,  within a  reasonable  time and in a manner\nreasonably  satisfactory  to  such  Person,  any  matter  giving  rise  to  such\nobligation;  provided,  however,  that any such cure shall not relieve or reduce\nany such obligation to the extent that such cure is inadequate.\n\n\n                                   ARTICLE 11\n\n                          TERMINATION PRIOR TO CLOSING\n\n                 11.1 TERMINATION.  This Agreement may be terminated at any time\nprior to the Closing:\n\n                 11.1.1     by the mutual written consent of the parties; or\n\n                 11.1.2 by either Siemens-Elema, on the one hand, or SJM and SJM\nInternational,  on the other  hand,  if there  has been a breach  of a  material\nrepresentation  or breach of a material  covenant on the part of the other party\nin the representations,  warranties and covenants contained herein,  unless such\nbreach is cured within 30 days of receipt of notice of such breach; or\n\n                 11.1.3 by either Siemens-Elema, on the one hand, or SJM and SJM\nInternational, on the other hand, if the Closing has not occurred by October 31,\n1994;  provided  that no party may  terminate  this  Agreement  pursuant to this\nclause if such  party's  failure to fulfill  any of its  obligations  under this\nAgreement  shall  have been the  reason  that the  Closing  Date  shall not have\noccurred on or before said date;  and  provided  further that such date shall be\nextended  until  December  31,  1994,  if the Closing did not occur by such date\nbecause  of the  failure  of  SJM,  Siemens-Elema  or one  of  their  respective\nAffiliates  to  receive  one of the  governmental  approvals  or  authorizations\ncontemplated by this Agreement because of the failure of any applicable  waiting\nperiod to expire; or\n\n                 11.1.4 by either Siemens-Elema, on the one hand, or SJM and SJM\nInternational,  on the other hand, if there shall be any law or regulation  that\nmakes  consummation  of the  Acquisition or any other material  component of the\ntransactions  contemplated  hereby  illegal or  otherwise  prohibited  or if any\njudgment,  injunction,  order or decree  enjoining SJM,  Siemens-Elema or one of\ntheir respective  Affiliates from  consummating  the  transactions  contemplated\nhereby is entered and such  judgment,  injunction,  order or decree shall become\nfinal and nonappealable.\n\n                 11.2 EFFECT OF  TERMINATION.  If this  Agreement is  terminated\npursuant to Section 11.1, this Agreement shall become void and of no effect with\nno  liability  on the  part of any  party  hereto,  except  (i) as set  forth in\nSections 6.5 and 12.6 and (ii) that nothing  shall  relieve any party hereto for\nliability for any breach of this Agreement.\n\n\n                                   ARTICLE 12\n\n                                 MISCELLANEOUS\n\n                 12.1 ENTIRE AGREEMENT.  This Agreement  (including the exhibits\nhereto,  the  Schedules  and the  documents  referred  to  herein  and the other\ndocuments executed on the date hereof) and the Non-Disclosure  Agreement contain\nthe entire  understanding of the parties hereto in respect of the subject matter\ncontained herein and supersede all prior agreements and  understandings  between\nthe parties  with  respect to such subject  matter.  There are no  restrictions,\npromises,  representations,  warranties,  covenants, or undertakings, other than\nthose expressly set forth or referred to herein or therein.\n\n                 12.2  AMENDMENT;  WAIVER.  No  waiver  and no  modification  or\namendment  of  any  provision  of  this  Agreement  shall  be  effective  unless\nspecifically made in writing and duly signed by the parties to be bound thereby.\nWaiver  by a party  of any  breach  of or  failure  to  comply  with  any of the\nprovisions  of this  Agreement by any other party shall not be construed  as, or\nconstitute,  a  continuing  waiver  of, or a waiver of any other  breach  of, or\nfailure to comply with, any other provision of this Agreement.\n\n                 12.3  ASSIGNMENT.  This  Agreement  and  all of the  provisions\nhereof shall be binding upon and inure to the benefit of the parties  hereto and\ntheir respective  successors and permitted  assigns,  but neither this Agreement\nnor any of the rights,  interests or obligations  hereunder shall be assigned by\nany of the  parties  hereto  without  the  prior  written  consent  of the other\nparties;  provided,  however, that SJM may assign this Agreement and its rights,\ninterests and obligations  hereunder in whole or in part to one or more directly\nor  indirectly  wholly  owned   subsidiaries  of  SJM  without  the  consent  of\nSiemens-Elema;  provided, however, that such assignment shall not relieve SJM of\nany of its obligations hereunder.\n\n                 12.4 HEADINGS;  USAGE. The paragraph  headings contained herein\nare for the purposes of convenience only and are not intended to define or limit\nthe contents of said  paragraphs.  The meanings of any terms defined  herein are\nequally applicable to both the singular and plural forms of the terms defined.\n\n                 12.5 COOPERATION. Each party hereto shall cooperate, shall take\nfurther  action and shall  execute and deliver such further  documents as may be\nreasonably requested by the other party in order to carry out the provisions and\npurposes of this Agreement.\n\n                 12.6  EXPENSES.  Except as provided in Section  7.2,  SJM shall\nbear  its and SJM  International's,  and  Siemens-Elema  shall  bear its and the\nShareholder  Affiliates'  costs and expenses in connection with the negotiation,\npreparation,  performance and consummation of the  transactions  contemplated by\nthis Agreement,  including all taxes of any type, the fees and  disbursements of\nall attorneys, accountants, appraisers, investment bankers and advisors retained\nby or  representing  them in connection  with the preparation and performance of\nthis Agreement;  provided that  Siemens-Elema and SJM shall each bear 50% of the\ncost of all patent and trademark registrations contemplated hereby.\n\n                 12.7  GOVERNING  LAW. This  Agreement  shall be governed by and\nconstrued in accordance with the  substantive law of Switzerland  other than the\nUNCITRAL purchasing law and\/or any law relating to conflict of law.\n\n                 12.8       ARBITRATION.\n\n                 12.8.1 All disputes  arising out of or in connection  with this\nAgreement or any  Ancillary  Agreement,  including  any question  regarding  the\nexistence,  validity or termination hereof or thereof,  shall be finally settled\nunder Rules of Arbitration of the  International  Chamber of Commerce,  Paris by\nthree arbitrators in accordance with the said Rules.\n\n                 12.8.2   Each  party  shall   nominate   one   arbitrator   for\nconfirmation by the competent  authority under the applicable Rules  (Appointing\nAuthority). Both arbitrators shall agree on the third arbitrator within 30 days.\nShould the two arbitrators fail within the above time-limit,  to reach agreement\non the third arbitrator,  he shall be appointed by the Appointing Authority.  If\nthere are two or more  defendants,  any  nomination  of an  arbitrator  by or on\nbehalf of such  defendants  must be by joint  agreement  between  them.  If such\ndefendant  fail,  within the time-limit  fixed by the Appointing  Authority,  to\nagree on such joint  nomination,  the  proceedings  against each of them must be\nseparated.\n\n                 12.8.3 The seat of arbitration shall be Berne, Switzerland. The\nprocedural law of this place shall apply where the Rules are silent.\n\n                 12.8.4.  The language to be used in the arbitration  proceeding\nshall be English.\n\n                 12.8.5 The arbitrators  appointed pursuant to this Section 12.8\nshall have the power to grant  temporary  and  permanent  injunctive  relief and\nspecific  performance.  The  arbitrators  shall  not  have  the  power to act as\n\"amiable   compositeurs\"   with  respect  to  any  dispute   submitted  to  such\narbitration,  but rather shall make their decision based on their  understanding\nand interpretation of the applicable law and facts.\n\n                 12.8.6 Either party to this Agreement may commence  arbitration\nproceedings  in respect  of which a notice has been  timely  given  pursuant  to\nSection  10.5 at any time  within one year from the date upon which such  notice\nwas given to the other party.\n\n                 12.9 SEVERABILITY.  Whenever  possible,  each provision of this\nAgreement  will be interpreted in such manner as to be effective and valid under\nthe  applicable  law,  but if any  provision  of  this  Agreement  is held to be\nprohibited  by  or  invalid  under   applicable  law,  such  provision  will  be\nineffective  only to the  extent  of such  prohibition  or  invalidity,  without\ninvalidating the remainder of such provision or the remaining provisions of this\nAgreement.\n\n                 12.10  COUNTERPART.  This  Agreement  may be executed in one or\nmore counterparts,  all of which taken together will constitute one and the same\ninstrument.\n\n                 12.11  INTERPRETATION.  This  Agreement  has been  prepared and\nexecuted  in the English  language.  In case of any  conflict  or  inconsistency\nbetween the English  language  version and any  translation  hereof made for any\npurpose,  the English language shall govern the  interpretation and construction\nhereof,  and for any  and all  other  purposes,  except  as may be  required  by\napplicable law.\n\n                 12.12 NOTICES.  All notices,  requests and other communications\nto any party hereunder shall be in writing and shall be given or made (and shall\nbe deemed to have been duly given or made upon  receipt)  by delivery in person,\nby courier  service,  by cable,  by  facsimile  transmission,  by telegram or by\nregistered or certified mail (postage prepaid,  return receipt requested) to the\nrespective  parties at the  following  addresses (or at such other address for a\nparty as shall be specified in a notice  given in  accordance  with this Section\n12.12):\n\n\n\n                 if to Siemens-Elema, to:\n\n                                 Siemens-Elema AB\n                                 Rontgenvagen 2\n                                 Solna, Sweden\n                                 Facsimile No.: 46-8-29 6974\n                                 Attention: Carl-Goran Myrin\n\n                 with a copy to:\n\n                                 Siemens AG\n                                 Legal Department\n                                 Werner-von-Siemens-Strasse 50\n                                 D-91052 Erlangen\n                                 Facsimile No.: 49-9131-7-28667\n                                 Attention: Dr. Jurgen Biermann\n\n\n                 if to SJM to:\n\n                                 St. Jude Medical, Inc.\n                                 One Lillehei Plaza\n                                 St. Paul, Minnesota  55117\n                                 Attention:  Ronald A. Matricaria, President\n                                             and Chief Executive Officer\n                                 Attention:  Diane M. Johson, Vice President\n                                             and General Counsel\n\n                 with a copy to:\n\n                                 Lindquist &amp; Vennum\n                                 4200 IDS Center\n                                 80 South Eighth Street\n                                 Minneapolis, MN  55402\n                                 Attention:  Joel H. Green\n\n                 and\n\n                                 Baker &amp; McKenzie\n                                 One Prudential Plaza\n                                 130 East Randolph Drive\n                                 Chicago, Illinois  60601\n                                 Attention:  John E. Morrow\n\n\n                 12.13 PUBLICITY.  Upon execution of this Agreement, the parties\nshall  jointly  issue a press  release,  as agreed upon by them.  Neither  party\nshall,  without the prior written  consent of the other,  issue any statement or\ncommunication to the public or to the press regarding this Agreement,  or any of\nthe terms,  conditions or other facts with respect to the  Agreement,  except as\nrequired by law or the rules of any recognized stock exchange.\n\n                 12.14  NO  THIRD-PARTY  BENEFICIARY.  The  provisions  of  this\nAgreement are for the sole benefit of the parties to this  Agreement and are not\nfor the benefit of any third party.\n\n\n                                   ARTICLE 13\n\n                                  DEFINITIONS\n\n                 13.1 DEFINITIONS. For purposes of this Agreement, the following\nterms have the meaning set forth below:\n\n                 \"Affiliate\" means as to any Person controlling,  controlled by,\nor under common control with, such Person.\n\n                 \"Cash  Consideration\"  shall  have the  meaning  given to it in\nSection 2.1.\n\n                 \"Ancillary  Agreements\"  means the  Assignments,  the  Business\nTransfer Agreements,  the Siemens  Transitional  Services Agreements and the SJM\nTransitional Services Agreements.\n\n                 \"Assets\" shall have the meaning given to it in Section 1.1(a).\n\n                 \"Assignments\"  shall  have the  meaning  given to it in Section\n3.2.5.\n\n                 \"Assumed  Liabilities\"  shall have the  meaning  given to it in\nSection 1.2(b).\n\n                 \"Benefit  Obligations\"  shall have the  meaning  given to it in\nSection 4.10.5(c).\n\n                 \"Business\"  means  the  research,  development,  manufacturing,\nassembly,  marketing,  sales,  maintenance  and  service of Cardiac  Stimulation\nDevices by  Siemens-Elema  and the  Shareholder  Affiliates or their  Affiliates\n(other than Siemens-Pacesetter,  Inc., a Delaware corporation,  its Subsidiaries\nand Siemens Electric Limited, a Canadian corporation).\n\n                 \"Business  Day\" means any day that is not a Saturday,  a Sunday\nor a day on which banks are  required or  permitted to be closed in the State of\nNew York and the Kingdom of Sweden.\n\n                 \"Business  Transfer  Agreements\"  means the  Business  Transfer\nAgreements  to be executed  by the  Sellers on the Closing  Date in a form to be\nagreed upon by Siemens-Elema and SJM providing for the transfer of Assets to and\nassumption of Assumed Liabilities by the respective SJM Affiliates.\n\n                 \"Cardiac  Stimulation  Devices\" means devices for  electrically\nstimulating  or  shocking  the  heart and  internal  (but not  external)  holter\nmonitors which, in each case, are suitable for use by human patients, including,\nwithout   limitation:    cardiac   pacemakers,    antitachycardia    pacemakers,\ncardioverters  and  defibrillator,   including  combinations  thereof,   whether\nimplantable or not; pulse  generators  and other waveform  generators  specially\ndesigned  for,  and used with,  such  devices;  leads,  electrodes  and  sensors\nspecially  designed for, and used with,  such devices;  mechanisms  designed for\ncoupling such generators in a stimulating,  shocking or sensing  relationship to\nthe heart;  data dispensing,  processing and gathering systems designed for such\ndevices, including programmers,  pacing system analyzers,  defibrillation system\nanalyzers,  testers, encoders,  decoders,  transmitters,  receivers and computer\nsoftware-controlled  systems (including the software) specially designed for use\nwith or as part of such  devices.  External  defibrillator  that shock the heart\nfrom the surface of the body through the tissue are excluded.\n\n                 \"Closing\" shall have the meaning given to it in Section 3.1.\n\n                 \"Closing  Balance  Sheet\" shall have the meaning given to it in\nSection 2.2.2.\n\n                 \"Closing  Date\" shall have the  meaning  given to it in Section\n3.1.\n\n                 \"Commitments\"  shall  have the  meaning  given to it in Section\n4.6.\n\n                 \"Competitive  Products\"  shall have the meaning  given to it in\nSection 7.3.3.\n\n                 \"Deal  Balance  Sheet\"  shall have the  meaning  given to it in\nSection 4.2\n\n                 \"Designated  Amount\"  shall  have  the  meaning  given to it in\nSection 2.2.3.\n\n                 \"dollars\"  and the symbol  \"US$\" means  lawful  currency of the\nUnited States of America.\n\n                 \"Employee\"  shall  have  the  meaning  given  to it in  Section\n4.10.5.\n\n                 \"Employee  Benefit  Plan\" shall have the meaning given to it in\nSection 4.10.5.\n\n                 \"Excluded Assets\" shall have the meaning given to it in Section\n1.1(b).\n\n                 \"Excluded  Liabilities\"  shall have the meaning  given to it in\nSection 1.2(a).\n\n\n                 \"FDA\" shall have the meaning given to it in Section 4.3.8.\n\n                 \"Financial  Statements\"  shall have the meaning  given to it in\nSection 4.2.\n\n                 \"Liabilities\"   means  any  and  all  debts,   liabilities  and\nobligations,  whether  accrued  or fixed,  absolute  or  contingent,  matured or\nunmatured.\n\n                 \"License  Agreement\" means the License Agreement,  dated August\n26, 1992, between Siemens AG and Medtronics, Inc.\n\n                 \"Lien\"  means  any  mortgage,   claim,  lien,  pledge,  charge,\nusufruct,  security interest,  option,  preemptive right,  assessment,  security\ninterest, restriction on transfer or encumbrance of any kind.\n\n                 \"Litigation\" means any claim, action, suit or proceeding in any\ncourt or before any arbitrator or governmental body, agency or official.\n\n                 \"Losses\" means any and all  Liabilities,  obligations,  duties,\ndemands, claims, actions, causes of action, assessments, losses, costs, damages,\ndeficiencies, taxes, fines or expenses, including, without limitation, interest,\npenalties,  reasonable  attorneys'  fees and all amounts paid in  investigation,\ndefense or  settlement  of any of the  foregoing;  provided,  however,  that the\nforegoing shall not include consequential damages.\n\n                 \"Material  Adverse  Effect\"  means any change in, or effect on,\nthe  Business as currently  conducted  that is, or is  reasonably  likely to be,\nmaterially adverse to the operations, results of operations, assets or financial\ncondition of the Business,  taken as a whole, except for such changes or effects\nthat are the result of changes in general  economic  conditions  or changes that\ngenerally affect the industry in which the Business is operated.\n\n                 \"Medtronics  Assignment\"  shall have the meaning given to it in\nSection 3.2.2.\n\n                 \"Net  Book  Value\"  means  the  assets  minus  the  liabilities\nreflected on the applicable balance sheet, as adjusted.\n\n                 \"Non-Disclosure  Agreement\"  shall have the meaning given to it\nin Section 6.5.\n\n                 \"Permitted  Liens\" mean (i) Liens for inchoate  mechanics'  and\nmaterialmen's  liens for  construction  in progress and workmen's,  repairmen's,\nwarehousemen's  and  carriers'  liens  arising  in the  ordinary  course  of the\nBusiness which in the aggregate have a value of less than US$100,000, (ii) Liens\nfor Taxes not yet payable and for Taxes being contested in good faith, and (iii)\nLiens and  imperfections  of title the  existence of which would not  materially\naffect  the use of the  property  subject  to such  lien,  consistent  with past\npractice.\n\n                 \"Person\"   means   any   individual,    sole    proprietorship,\npartnership,  joint venture, trust, unincorporated  association,  corporation or\nother such entity or government  (whether  domestic,  foreign,  Federal,  state,\ncounty, city or otherwise,  including,  without limitation, any instrumentality,\ndivision, agency or department thereof).\n\n                 \"Post-Closing  Litigation  Losses\"  means all Losses  resulting\nfrom any  Litigation  against  Siemens-Elema  or any  Shareholder  Affiliate  in\nrespect of the  Business or the  Business  that are not  Pre-Closing  Litigation\nLosses.\n\n                 \"Post-Closing  Products  Liability  Losses\"  means  any  Losses\nresulting from any product liability claims for Products  implanted or otherwise\nused with a patient on,  before or after the Closing  Date arising from a death,\ninjury,  explant  or other  similar  occurrence  happening  or  alleged  to have\nhappened after the Closing Date.\n\n                 \"Pre-Closing Litigation Losses\" means any Losses resulting from\nany Litigation  pending or threatened  against  Siemens-Elema or any Shareholder\nAffiliate  at any time in respect of the conduct or condition of the Business or\nthe Assets on or before the Closing Date.\n\n                 \"Pre-Closing   Products  Liability  Losses\"  means  any  Losses\nresulting from any product liability claims for Products  implanted or otherwise\nused with a patient on or before the Closing Date arising from a death,  injury,\nexplant or other similar occurrence  happening or alleged to have happened on or\nbefore the Closing Date.\n\n                 \"Products\"  shall  have  the  meaning  given  to it in  Section\n4.13.1.\n\n                 \"Sellers\" has the meaning given to it in Section 1.1.\n\n                 \"Settlement  Agreement\"  means the Settlement  Agreement  dated\nSeptember 9, 1992 between Siemens AG and Medtronics, Inc.\n\n                 \"Shareholder  Affiliate\"  shall have the meaning given to it in\nSection 1.1(a).\n\n                 \"Siemens AG\" has the meaning given to it in Section 6.9.\n\n                 \"Siemens  Transitional  Services  Agreements\"  shall  have  the\nmeaning given to it in Section 1.4.1.\n\n                 \"SJM's  Accountants\"  shall  have  the  meaning  given to it in\nSection 2.2.4.\n\n                 \"SJM Affiliates\"  shall have the meaning given to it in Section\n1.1(a).\n\n                 \"SJM Transitional  Services  Agreements\" shall have the meaning\ngiven to it in Section 1.4.2.\n\n                 \"Subsidiary\"  means in respect of any Person any corporation of\nwhich the securities  having a majority of the ordinary voting power in electing\nthe board of directors are, at the time as of which any  determination  is being\nmade, owned by such Person either directly or through one or more Subsidiaries.\n\n                 \"Tax\" or \"Taxes\"  means with respect to any Person any federal,\nstate,  county,  local or foreign  income,  gross  receipts,  profits,  capital,\nfranchise,  estimated,  alternative minimum, add-on minimum,  estimated,  sales,\nuse, occupancy, transfer, registration, value added, ad valorem, excise, natural\nresources,    severance,   stamp,   occupation,    premium,   windfall   profit,\nenvironmental,  customs,  duties,  levies,  real  property,  personal  property,\ncapital  stock,   mercantile,   social  security  (or  similar),   unemployment,\ndisability,  payroll,  license,  employment,  employee or other withholding,  or\nother tax, governmental fee or like assessment or charge of any kind whatsoever,\nincluding any interest,  penalties or additions to tax or additional  amounts in\nrespect of the  foregoing,  whether  disputed or not and  whether  computed on a\nseparate,  consolidated,  unitary,  combined or any other basis;  the  foregoing\nshall include any transferee or secondary  liability for a Tax and any liability\nassumed by agreement or arising as a result of being (or ceasing to be) a member\nof any  Affiliated  Group (or being included (or required to be included) in any\nTax Return  relating  thereto) or as a result of any spin-off,  distribution  or\nother  reorganization  related to the  disposition  of any assets or business of\nsuch Person or any other member of an  Affiliated  Group of which such Person is\nor was a member.\n\n                 \"Tax Returns\" means  returns,  amendments,  statements,  forms,\ninformation,  elections,  declarations,  reports, claims for refund, information\nreturns or other  documents  (including  any  related or  supporting  schedules,\nstatements or information)  filed or required to be filed in connection with the\ndetermination,  assessment  or  collection  of any  Taxes  of any  party  or the\nadministration of any laws, regulations or administrative  requirements relating\nto any Taxes.\n\n                 \"U.S.  Asset  Purchase  Agreement\"  means  the  Asset  Purchase\nAgreement  of even date  herewith  among  Siemens-Pacesetter,  Inc.,  a Delaware\ncorporation,  SJM,  SJM  International,  and Siemens  Medical  Systems,  Inc., a\nDelaware corporation.\n\n                 \"U.S.  GAAP\"  shall  have the  meaning  given to it in  Section\n2.2.2.\n\n                 IN WITNESS  WHEREOF,  the  parties  hereto have  executed  this\nAgreement as of the date first written above.\n\n                                                          ST. JUDE MEDICAL, INC.\n\n\n                                        By______________________________________\n                                                            Ronald A. Matricaria\n                                           President and Chief Executive Officer\n\n\n                                            ST. JUDE MEDICAL INTERNATIONAL, INC.\n\n\n                                        By______________________________________\n                                                            Ronald A. Matricaria\n                                                                       President\n\n\n                                                                SIEMENS-ELEMA AB\n\n\n                                         By_____________________________________\n                                           \n\n                                           _____________________________________\n\n\n\n\n\n\n\n                                   [NON-U.S.]\n\n                            ASSET PURCHASE AGREEMENT\n\n                                     AMONG\n\n                            ST. JUDE MEDICAL, INC.,\n\n                      ST. JUDE MEDICAL INTERNATIONAL, INC.\n\n                                      AND\n\n                                SIEMENS-ELEMA AB\n\n\n\n                                  dated as of\n\n                                 June 26, 1994\n\n\n\n                               TABLE OF CONTENTS\n\n\n                                   ARTICLE 1\n\n                               TRANSFER OF ASSETS\n\n1.1   Assets to Be Sold . . . . . . . . . . . . . . . . . . . . . .    1\n1.2   Assumption and Exclusion of Liabilities . . . . . . . . . . .    4\n1.3   Transfer Documentation and Possession . . . . . . . . . . . .    5\n1.4   Transitional Services . . . . . . . . . . . . . . . . . . . .    5\n\n                                   ARTICLE 2\n\n                      CONSIDERATION AND MANNER OF PAYMENT\n\n2.1   Consideration and Payment . . . . . . . . . . . . . . . . . .    6\n2.2   Cash Consideration Adjustment . . . . . . . . . . . . . . . .    6\n2.3   Allocation of Purchase Price  . . . . . . . . . . . . . . . .    9\n\n                                   ARTICLE 3\n\n                                    CLOSING\n\n3.1   The Closing . . . . . . . . . . . . . . . . . . . . . . . . .    9\n3.2   Deliveries of Siemens-Elema . . . . . . . . . . . . . . . . .    9\n3.3   Deliveries of SJM . . . . . . . . . . . . . . . . . . . . . .   10\n3.4   Further Documents . . . . . . . . . . . . . . . . . . . . . .   11\n\n                                   ARTICLE 4\n\n                REPRESENTATIONS AND WARRANTIES OF SIEMENS-ELEMA\n\n4.1   Authority, Organization, Capitalization and Qualification; Effect\n         of Agreement . . . . . . . . . . . . . . . . . . . . . . .   11\n4.2   Financial Statements. . . . . . . . . . . . . . . . . . . . .   13\n4.3   Absence of Certain Developments. . . . . . . . . . . . . . .    13\n4.4   Title to Personal Property and Assets . . . . . . . . . . . .   15\n4.5   Patents, Trademarks and Copyrights .  . . . . . . . . . . . .   15\n4.6   Commitments . . . . . . . . . . . . . . . . . . . . . . . . .   16\n4.7   Litigation. . . . . . . . . . . . . . . . . . . . . . . . . .   17\n4.8   Permits . . . . . . . . . . . . . . . . . . . . . . . . . . .   18\n4.9   Governmental Consents . . . . . . . . . . . . . . . . . . . .   18\n4.10  Employee Benefit Plans. . . . . . . . . . . . . . . . . . . .   18\n4.11  Employees . . . . . . . . . . . . . . . . . . . . . . . . . .   21\n4.12  [Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . .   21\n4.13  Company Products; Regulation  . . . . . . . . . . . . . . . .   21\n4.14  Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . .   22\n4.15  [Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . .   22\n4.16  Brokerage . . . . . . . . . . . . . . . . . . . . . . . . . .   22\n4.17  Affiliated Transactions . . . . . . . . . . . . . . . . . . .   23\n4.18  Insurance . . . . . . . . . . . . . . . . . . . . . . . . . .   23\n4.19  [Reserved]  . . . . . . . . . . . . . . . . . . . . . . . . .   23\n4.20  Inventory . . . . . . . . . . . . . . . . . . . . . . . . . .   23\n4.21  Accounts and Notes Receivable . . . . . . . . . . . . . . . .   23\n\n                                   ARTICLE 5\n\n                     REPRESENTATIONS AND WARRANTIES OF SJM\n\n5.1   Corporate Power and Authority; Effect of Agreement  . . . . .   24\n5.2   Consents  . . . . . . . . . . . . . . . . . . . . . . . . . .   25\n5.3   Availability of Funds . . . . . . . . . . . . . . . . . . . .   25\n5.4   Litigation  . . . . . . . . . . . . . . . . . . . . . . . . .   25\n5.5   Brokerage . . . . . . . . . . . . . . . . . . . . . . . . . .   25\n5.6   Certain Ownership Interests . . . . . . . . . . . . . . . . .   26\n\n                                   ARTICLE 6\n\n                                   COVENANTS\n\n6.1   Cooperation . . . . . . . . . . . . . . . . . . . . . . . . .   26\n6.2   Conduct of Business . . . . . . . . . . . . . . . . . . . . .   27\n6.3   [Reserved]  . . . . . . . . . . . . . . . . . . . . . . . . .   27\n6.4   Access  . . . . . . . . . . . . . . . . . . . . . . . . . . .   27\n6.5   Non-Disclosure Agreement  . . . . . . . . . . . . . . . . . .   29\n6.6   Antitrust, Competition Law Filings  . . . . . . . . . . . . .   29\n6.7   Summary of Tangible Personal Property and Assets  . . . . . .   29\n6.8   Claims History  . . . . . . . . . . . . . . . . . . . . . . .   29\n6.9   FDA Recertification.  . . . . . . . . . . . . . . . . . . . .   29\n6.10  Grant of License. . . . . . . . . . . . . . . . . . . . . . .   29\n6.11  Other Financial Statements  . . . . . . . . . . . . . . . . .   30\n6.12  Amendments to Schedules . . . . . . . . . . . . . . . . . . .   30\n\n                                   ARTICLE 7\n\n                              ADDITIONAL COVENANTS\n\n7.1   Liability for Employees and Employee Benefit Plans  . . . . .   31\n7.2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   32\n7.3   Non-Competition . . . . . . . . . . . . . . . . . . . . . . .   33\n7.4   Non-Solicitation  . . . . . . . . . . . . . . . . . . . . . .   34\n7.5   Siemens Name  . . . . . . . . . . . . . . . . . . . . . . . .   34\n7.6   Confidentiality . . . . . . . . . . . . . . . . . . . . . . .   34\n7.7   Accounts Receivable . . . . . . . . . . . . . . . . . . . . .   34\n\n                                   ARTICLE 8\n\n                        CONDITIONS TO SJM'S OBLIGATIONS\n\n8.1   Representations, Warranties and Covenants of Siemens-Elema  .   35\n8.2   No Prohibition  . . . . . . . . . . . . . . . . . . . . . . .   35\n8.3   Deliveries  . . . . . . . . . . . . . . . . . . . . . . . . .   35\n8.4   No Material Adverse Effect  . . . . . . . . . . . . . . . . .   35\n8.5   Governmental and Other Approvals  . . . . . . . . . . . . . .   35\n8.6   U.S. Asset Purchase Agreement . . . . . . . . . . . . . . . .   36\n\n                                   ARTICLE 9\n\n                   CONDITIONS TO SIEMENS-ELEMA'S OBLIGATIONS\n\n9.1   Representations, Warranties and Covenants of SJM  . . . . . .   36\n9.2   No Prohibition  . . . . . . . . . . . . . . . . . . . . . . .   36\n9.3   Deliveries  . . . . . . . . . . . . . . . . . . . . . . . . .   36\n9.4   Governmental Approvals  . . . . . . . . . . . . . . . . . . .   36\n9.5   U.S. Asset Purchase Agreement . . . . . . . . . . . . . . . .   36\n\n                                   ARTICLE 10\n\n                      INDEMNIFICATION AND RELATED MATTERS\n10.1  Survival  . . . . . . . . . . . . . . . . . . . . . . . . . .   37\n10.2  Indemnification by Siemens-Elema  . . . . . . . . . . . . . .   37\n10.3  Indemnification by SJM  . . . . . . . . . . . . . . . . . . .   37\n10.4  Limitation on Indemnification Liabilities . . . . . . . . . .   37\n10.5  Notice of Indemnification . . . . . . . . . . . . . . . . . .   38\n10.6  Indemnification Procedure for Third-Party Claims  . . . . . .   38\n10.7  Waivers of Certain Restrictions.  . . . . . . . . . . . . . .   39\n10.8  Right to Cure . . . . . . . . . . . . . . . . . . . . . . . .   39\n\n                                   ARTICLE 11\n\n                          TERMINATION PRIOR TO CLOSING\n\n11.1  Termination . . . . . . . . . . . . . . . . . . . . . . . . .   39\n11.2  Effect of Termination . . . . . . . . . . . . . . . . . . . .   40\n\n                                   ARTICLE 12\n\n                                 MISCELLANEOUS\n\n12.1  Entire Agreement  . . . . . . . . . . . . . . . . . . . . . .   40\n12.2  Amendment; Waiver . . . . . . . . . . . . . . . . . . . . . .   40\n12.3  Assignment  . . . . . . . . . . . . . . . . . . . . . . . . .   40\n12.4  Headings; Usage . . . . . . . . . . . . . . . . . . . . . . .   40\n12.5  Cooperation . . . . . . . . . . . . . . . . . . . . . . . . .   41\n12.6  Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . .   41\n12.7  Governing Law . . . . . . . . . . . . . . . . . . . . . . . .   41\n12.8  Arbitration . . . . . . . . . . . . . . . . . . . . . . . . .   41\n12.9  Severability. . . . . . . . . . . . . . . . . . . . . . . . .   42\n12.10 Counterpart.  . . . . . . . . . . . . . . . . . . . . . . . .   42\n12.11 Interpretation  . . . . . . . . . . . . . . . . . . . . . . .   42\n12.12 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . .   42\n12.13 Publicity . . . . . . . . . . . . . . . . . . . . . . . . . .   44\n12.14 No Third-Party Beneficiary  . . . . . . . . . . . . . . . . .   44\n\n                                   ARTICLE 13\n\n                                  DEFINITIONS\n\n13.1  Definitions . . . . . . . . . . . . . . . . . . . . . . . . .   44\n\n\n                                    EXHIBITS\n\n\n            NUMBER            NAME OF EXHIBIT\n\n\n\n            1.4.1       Form of Siemens Transitional Services Agreement\n\n            3.2.2       Form of Medtronics Assignment and Assumption Agreement\n\n\n                                   SCHEDULES\n\n\n            NUMBER      NAME OF SCHEDULE\n\n            1.1(a)      Shareholder Affiliates\n            1.1(a)(i)   Furniture, Fixtures, Equipment, Machinery and Other\n                        Tangible Personal Property\n            1.1(a)(ii)  Vehicles\n            1.1(a)(iii) Inventories\n            1.1(a)(iv)  Accounts Receivable\n            1.1(a)(viii)Contracts, Licenses, etc.\n            1.1(a)(ix)  Intellectual Property\n            1.1(a)(xiii)Advances, Deposits, Prepaid Invoices and Other Prepaid\n                        Expenses\n            1.1(a)(xv)  Interests in Real Property Leases\n            2.2.2       Adjustments\n            2.2.2.1     Intercompany Eliminations\n            4.1.4       Consents\n            4.1.5       Defaults\n            4.2         Financial Statements\n            4.3         Certain Developments\n            4.4(a)      Title to Personal Property\n            4.4(b)      Condition of Equipment and Fixed Assets\n            4.5(a)      Patents, Trademarks, Service Marks, Trade Names,\n                        Copyrights; Registrations; Applications for\n                        Registration\n            4.5(b)      License Agreements\n            4.5(c)      Claims and Disputes Regarding Intellectual Property\n            4.5(d)      Outstanding Orders, Judgments and Decrees Restricting\n                        Use of Intellectual Property\n            4.5(e)      Liens on Intellectual Property\n            4.6(a)      Commitments\n            4.6(b)      Commitments Requiring Consent\n            4.7         Litigation\n            4.8         Missing Permits; Consents\n            4.9         Governmental Consents\n            4.10.1      Material Employee Benefit Plans\n            4.10.3      Consequences Resulting from Consummation of \n                        Transactions; No Change in Control Provisions\n            4.10.4      Statements By Authorized Representatives\n            4.11(a)     Employees\n            4.11(b)     Works Councils, Unions, Other Labor Organizations and \n                        Collective Bargaining Agreements\n            [4.11(c)    Material Compliance with Laws\n            4.11(d)     Complaints, Demand Letters, Charges]\n            4.13.1(a)   Governmental Notices, Citations and Decisions Regarding \n                        Products\n            4.13.1(b)   Field Notifications, etc.\n            [4.14.1     U.S. Real Property]\n            4.14.2      Permanent Establishments\n            4.17        Affiliated Transactions\n            4.18        Insurance\n            5.2         Consents\n            6.2         Conduct of Business; Agreements, etc.\n            7.1.2       Assumed Employee Benefit Plans\n            8.5         Certain Consents\n\n    \n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8909],"corporate_contracts_industries":[9436],"corporate_contracts_types":[9623,9622],"class_list":["post-43309","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-st-jude-medical-inc","corporate_contracts_industries-health__instruments","corporate_contracts_types-planning__asset","corporate_contracts_types-planning"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43309","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=43309"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43309"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43309"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43309"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}