{"id":43311,"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-st-jude-medical-inc-and-telectronics.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"asset-purchase-agreement-st-jude-medical-inc-and-telectronics","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/asset-purchase-agreement-st-jude-medical-inc-and-telectronics.html","title":{"rendered":"Asset Purchase Agreement &#8211; St. Jude Medical Inc. and Telectronics Pacing Systems Inc."},"content":{"rendered":"<pre>                                                                  EXECUTION COPY\n\n\n\n                            ASSET PURCHASE AGREEMENT\n                                 (UNITED STATES)\n\n\n                         Dated as of September 24, 1996\n\n                                  by and among\n\n                         O Acquisition, Inc., as Buyer,\n\n                                       and\n\n                        Telectronics Pacing Systems, Inc.\n\n                                       and\n\n                             TPLC, Inc., as Sellers\n\n\n\n\n                                TABLE OF CONTENTS\n\n                                                                            Page\n\nARTICLE I.    PURCHASE AND SALE...............................................2\n\n   1.1.        Purchased Assets...............................................2\n   1.2.        Excluded Assets................................................3\n   1.3.        Assignment of Assets...........................................5\n\nARTICLE II.   PURCHASE PRICE AND CLOSING......................................6\n\n   2.1.        Purchase Price.................................................6\n   2.2.        Allocation of Purchase Price...................................8\n   2.3.        Closing Date...................................................8\n\nARTICLE III.  ASSUMPTION OF LIABILITIES.......................................9\n\n   3.1.        Assumed Liabilities............................................9\n   3.2.        Excluded Liabilities..........................................10\n\nARTICLE IV.   REPRESENTATIONS AND WARRANTIES OF SELLERS......................12\n\n   4.1.        Organization of Sellers.......................................12\n   4.2.        Corporate Authority...........................................12\n   4.3.        Absence of Seller Conflicts...................................13\n   4.4.        Compliance with Certain Laws, Rules and Regulations...........13\n   4.5.        Financial Matters.............................................13\n   4.6.        Operations Since the Fiscal Year End..........................14\n   4.7.        No Undisclosed Liabilities....................................15\n   4.8.        Taxes.........................................................16\n   4.9.        Title to and Condition of Purchased Assets....................16\n   4.10.       Accounts Receivable...........................................16\n   4.11.       Real Property.................................................17\n   4.12.       Inventory.....................................................17\n   4.13.       Personal Property.............................................17\n   4.14.       Governmental Permits..........................................17\n   4.15.       Proprietary Rights............................................18\n   4.16.       Employees and Related Agreements; ERISA.......................19\n   4.17.       Contracts.....................................................20\n   4.18.       Status of Contracts...........................................22\n   4.19.       Environmental Matters.........................................22\n   4.20.       Legal Proceedings.............................................23\n   4.21.       No Finder.....................................................23\n\nARTICLE V.    REPRESENTATIONS AND WARRANTIES OF BUYER........................23\n\n   5.1.        Organization of Buyer.........................................23\n   5.2.        Authority of Buyer............................................24\n   5.3.        Absence of Buyer Conflicts....................................24\n   5.4.        No Finder.....................................................24\n   5.5.        Financial Ability.............................................24\n\nARTICLE VI.   ACTIONS PRIOR TO THE CLOSING DATE..............................25\n\n   6.1.        Buyer's Investigation.........................................25\n   6.2.        Preserve Accuracy of Representations and Warranties...........25\n   6.3.        Operations Prior to the Closing Date..........................25\n   6.4.        Antitrust Law Cooperation.....................................26\n   6.5.        Litigation Cooperation........................................27\n\nARTICLE VII.  ADDITIONAL AGREEMENTS..........................................27\n\n   7.1.        [Reserved]....................................................27\n   7.2.        Employees and Employee Benefit Plans..........................27\n   7.3.        Post-Closing Remittances......................................29\n   7.4.        Conveyance and Transfer of Owned Real Property................29\n   7.5.        Cooperation in Litigation.....................................29\n   7.6.        Access to Records after Closing...............................31\n   7.7.        Disposition of Certain Information............................31\n   7.8.        Bulk Sales Laws...............................................32\n   7.9.        Certain Disclosures...........................................32\n   7.10.       Certain Ongoing FDA Matters...................................32\n   7.11.       Special Remedies..............................................33\n   7.12.       Noncompetition................................................33\n   7.13.       Forms W-2.....................................................33\n   7.14.       International Purchase Agreements; Other Agreements...........34\n   7.15.       Financial Statement Preparation...............................34\n   7.16.       Corporate Existence...........................................34\n   7.17.       Certain Products..............................................35\n   7.18.       Certain Retention Bonuses.....................................35\n\nARTICLE VIII. CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER...................35\n\n   8.1.        No Misrepresentation or Breach of Covenants and Warranties....35\n   8.2.        HSR Period....................................................35\n   8.3.        No Restraint..................................................35\n   8.4.        Necessary Governmental Approvals..............................36\n   8.5.        Closing Date Deliveries by Sellers............................36\n   8.6.        Other Transactions............................................37\n   8.7.        Other Conditions..............................................37\n\nARTICLE IX.   CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH SELLER.............37\n\n   9.1.        No Misrepresentation or Breach of Covenants and Warranties....37\n   9.2.        HSR Period....................................................37\n   9.3.        No Restraint..................................................37\n   9.4.        Necessary Governmental Approvals..............................37\n   9.5.        Release of Guarantees.........................................38\n   9.6.        Buyer's Closing Date Deliveries...............................38\n   9.7.        Other Transactions............................................38\n   9.8.        Other Conditions..............................................38\n\nARTICLE X.    INDEMNIFICATION................................................39\n\n   10.1.       Indemnification by Sellers....................................39\n   10.2.       Indemnification by Buyer......................................40\n   10.3.       Procedure for Indemnification.................................41\n   10.4.       Certain Benefits..............................................41\n   10.5.       Certain FDA Consent Decree Matters............................42\n   10.6.       Adjustment to Purchase Price..................................42\n   10.7.       Guarantees....................................................42\n\nARTICLE XI.   TERMINATION....................................................42\n\n   11.1.       Termination...................................................42\n   11.2.       Notice of Termination.........................................43\n   11.3.       Effect of Termination.........................................43\n\nARTICLE XII.  GENERAL PROVISIONS.............................................43\n\n   12.1.       Survival of Obligations.......................................43\n   12.2.       No Public Announcement........................................43\n   12.3.       Notices.......................................................44\n   12.4.       Successors and Assigns........................................45\n   12.5.       Entire Agreement; Amendments..................................45\n   12.6.       Interpretation................................................45\n   12.7.       Waivers.......................................................46\n   12.8.       Expenses......................................................46\n   12.9.       Partial Invalidity............................................46\n   12.10.      Execution in Counterparts.....................................46\n   12.11.      Best Efforts; Further Assurances..............................46\n   12.12.      Governing Law.................................................46\n   12.13.      \"Knowledge\"...................................................46\n   12.14.      No Third Party Beneficiaries..................................46\n   12.15.      Disclosure Schedules..........................................47\n\n\n\nEXHIBITS\n\nA     -        Consulting Agreement\nB     -        Opinion of Counsel to Sellers\nC     -        Other Conditions\nD     -        Opinion of Counsel to Buyer\nE     -        Guaranty\n\n\n\n\n                                LIST OF SCHEDULES\n\n\nCertain Prepaid Expenses Schedule (1.1(j)) Other Purchased Assets Schedule\n(1.1(m)) Accufix Research Institute Schedule (1.2(h)) Affiliated Agreements\nSchedule (1.2(j)) Contingent Payments Schedule (2.1(b)) Product Liability\nLitigation Schedule (3.2(b)) Consents\/Conflicts Schedule (4.3) Compliance with\nLaws Schedule (4.4) Conduct of Domestic Operations Schedule (4.6) Taxes Schedule\n(4.8) Encumbrances Schedule (4.9) Real Property Schedule (4.11) Inventory\nSchedule (4.12) Personal Property Schedule (4.13) Governmental Permits Schedule\n(4.14) Proprietary Rights Schedule (4.15) Employee Benefits Schedule (4.16)\nContracts Schedule (4.17) Status of Contracts Schedule (4.18) Environmental\nMatters Schedule (4.19) Legal Proceedings Schedule (4.20) Retained Employees\nSchedule (7.2) Necessary Governmental Approvals Schedule (8.4) Guarantees\nSchedule (9.5) \"Knowledge\" Schedule (12.13)\n\n\n\n\n                            ASSET PURCHASE AGREEMENT\n\n\n                  ASSET PURCHASE AGREEMENT, dated as of September 24, 1996 (as\namended from time to time, the \"Agreement\"), by and among O Acquisition, Inc., a\nDelaware corporation (\"Buyer\"), Telectronics Pacing Systems, Inc., a Delaware\ncorporation (\"TPSI\") and TPLC, Inc., a Delaware corporation (d\/b\/a Telectronics\nPacing Systems) (\"TPLC,\" together with TPSI, the \"Sellers\").\n\n         WHEREAS, Sellers and various affiliated entities are engaged in the\ndesign, manufacture, assembly, distribution and sale of cardiac arrhythmia\ndevices including, but not limited to, pacemakers, leads, cardiomyoplasty\ndevices, and their attendant accessories in and from North America, Australia,\nEurope, New Zealand, South America and Asia (the \"Business,\" except that the\n\"Business\" shall not include any of the Excluded Assets or Excluded Liabilities\n(each as hereinafter defined));\n\n         WHEREAS, Sellers engage in certain aspects of the Business from various\nlocations in the United States (the \"U.S. Operations\") and their affiliated\nentities engage in certain aspects of the Business from various other locations\nincluding Canada, Australia, Europe, New Zealand, South America and Asia, as\nwell as through independent distributors in other locations throughout the world\n(the \"International Operations\");\n\n         WHEREAS, Buyer desires to purchase from Sellers, and Sellers desire to\nsell to Buyer, substantially all of the assets and properties relating to the\nU.S. Operations and the Business, all on the terms and subject to the conditions\nset forth herein;\n\n         WHEREAS, affiliates of Buyer also desire to purchase substantially all\nof the assets and properties relating to the International Operations and the\nBusiness, including the capital stock of certain of the entities engaged in such\nInternational Operations, according to the terms of certain asset and share\npurchase agreements relating thereto (the \"International Purchase Agreements\");\nand\n\n         WHEREAS, various matters concerning the Business are described in\ncertain schedules (the \"Disclosure Schedules\") which are referred to herein by\ncertain specific names (e.g., the Real Property Schedule), which Disclosure\nSchedules are attached to, and being delivered to Buyer as part of, a\nCoordination and Adjustment Agreement of even date herewith (and hereinafter\nreferred to and defined as the \"Adjustment Agreement\"), and which Disclosure\nSchedules are hereby incorporated by reference in this Agreement as if attached\nto and delivered herewith.\n\n         NOW, THEREFORE, in consideration of the mutual covenants and agreements\nhereinafter set forth, Buyer and Sellers agree as follows:\n\n                                   ARTICLE I.\n\n                                PURCHASE AND SALE\n\n                  1.1. PURCHASED ASSETS. On the terms and subject to the\nconditions of this Agreement, on the Closing Date (as defined in Section 2.3)\nSellers shall sell, transfer, assign, convey and deliver to Buyer, and Buyer\nshall purchase from Sellers, free and clear of all Encumbrances except for\nPermitted Encumbrances (as such terms are hereinafter defined), all of Sellers'\nrights, title and interest in and to all of the assets and properties owned by\nSellers and used in connection with the Business, of every kind and description,\nwherever located, whether tangible or intangible, real, personal or mixed, as\nsuch assets and properties exist on the Closing Date (collectively, the\n\"Purchased Assets\"), other than those assets and properties constituting\nExcluded Assets (as defined in Section 1.2). Subject to Section 1.2, the\nPurchased Assets shall include, without limitation:\n\n                  (a) Real Property. All interests of Sellers in the Real\nProperty (as defined in Section 4.11(a)) described in the Real Property\nSchedule, and all interests of Seller in all land, plant, warehouse and office\nfacilities and other improvements and fixtures attached to said Real Property,\nas well as all prepaid rent and security deposits in connection with any Leased\nReal Property (as defined in Section 4.11(a)) as described in the Certain\nPrepaid Expenses Schedule;\n\n                  (b) Tangible Assets. All machinery, equipment (including spare\nparts), vehicles, furniture, fixtures, capital improvements in process, models,\nprototypes and other tangible personal property that is owned or leased by\neither Seller and used in the conduct of the Business;\n\n                  (c) Inventory. All inventories consisting of raw materials,\nwork in process, finished goods, service parts and supplies owned, produced or\notherwise acquired by either Seller that are used or intended to be used in the\nconduct of the Business including, without limitation, inventory on consignment\n(the \"Inventory\");\n\n                  (d) Receivables. All trade accounts and notes receivable\ngenerated by the conduct of the Business and owing from third parties (but not\nfrom Affiliates (as defined in Section 3.1) of Seller) (collectively, the\n\"Receivables\");\n\n                  (e) Proprietary Rights. To the extent assignable, all of the\nSellers' Proprietary Rights (as defined in Section 4.15) together with all\ngoodwill associated therewith, including, without limitation, the right to use\nthe name \"Telectronics\" in the conduct of the Business;\n\n                  (f) Executory Agreements. To the extent assignable, the rights\nof each Seller pursuant to (i) any agreement, contract, lease, commitment or\nobligation entered into by Seller in the ordinary course of the Business prior\nto the Closing Date (not otherwise constituting a Seller Agreement)\n(collectively, the \"Miscellaneous Agreements\"), and (ii) the Seller Agreements\n(as defined in Section 4.18);\n\n                  (g) Governmental Permits. To the extent assignable, all\nGovernmental Permits (as defined in Section 4.14) listed on the Governmental\nPermits Schedule;\n\n                  (h) Claims and Rights. Except to the extent that they relate\nto the Litigation (as defined in Section 3.2(b)), all claims, rights and causes\nof action of either Seller with or against any third parties, including any\nrights against third parties pursuant to claims for negligence or other tort or\ncontract actions, or any terms, conditions, guarantees, warranties or\nindemnities, whether express or implied, in relation to any Purchased Asset;\n\n                  (i) Promotional Materials. All sales and promotional\nmaterials, catalogues and advertising literature owned by either Seller and used\nin connection with the Business;\n\n                  (j) Certain Prepaids. All rights in connection with the\ndeposits and prepaid expenses described on the Certain Prepaid Expenses\nSchedule;\n\n                  (k) Computer Systems. Subject to Sections 7.5, 7.6, and 7.7\nhereof, all computer hardware and software used in the operation of the Business\n(including user manuals and, in the case of software owned by either Seller,\nboth object code and source code versions), printers, modems and other related\nequipment, except for such hardware located at the Accufix Research Institute\n(and subject to Sellers' license to use software described in Section 7.6(a));\n\n                  (l) Customer and Vendor Lists; Technical Databases. Subject to\nSections 7.5, 7.6, and 7.7 hereof, all customer and vendor lists relating to the\nBusiness, and all files and documents (including credit information) relating to\ncustomers and vendors of the Business, and other business, technical and\nfinancial databases, records, files, books and documents (whether in hard copy\nor computer format) relating to the Business, including sales, distribution and\npurchase correspondence, personnel and employment records, any information\nrelating to Taxes (as defined below) imposed on the Purchased Assets and trade\nassociation memberships; and\n\n                  (m) Other Purchased Assets. The assets described in the Other\nPurchased Assets Schedule.\n\n                  1.2. EXCLUDED ASSETS. Notwithstanding anything else to the\ncontrary herein, the Purchased Assets shall not include the following as the\nsame may exist on the Closing Date (collectively, the \"Excluded Assets\"):\n\n                  (a) Cash. Except for the Receivables, all cash, cash\nequivalents, negotiable instruments, bank accounts (other than accounts\nreceivable lock boxes for all periods subsequent to the Closing Date),\ncertificates of deposit, investment securities, commercial paper and any other\nmarketable securities or similar investments of Sellers;\n\n                  (b) Corporate Records. All corporate minute books, stock\ntransfer books, corporate seals and other corporate records and franchises of\neither Seller;\n\n                  (c) Tax Refunds; Tax Attributes. All claims or rights to\nrefunds of any federal, state, county, local or foreign income, alternative or\nadd-on minimum, gross income, gross receipts, property, sales, use, transfer,\nlicense, excise, franchise, employment, payroll, withholding, ad valorem,\ncustoms duty, governmental fee or other like tax, assessment or charge of any\nkind whatsoever, together with any interest, penalty or fine, addition to tax or\nadditional amount imposed by any Governmental Body (as defined in Section 4.3)\n(collectively, \"Taxes\") for which either Seller is or may be liable, together\nwith any net operating losses or future income tax benefits relating thereto\nthat either Seller is or may be entitled to;\n\n                  (d) Employee Benefit Assets. Segregated funds and other assets\nmaintained by or for any employee benefit agreements, plans or arrangements or\notherwise maintained by Seller on behalf of persons now or heretofore employed\nor retained by such Seller (except for such funds and assets maintained under\nthe individual employment contracts described on the Employee Benefits Schedule\nunder the caption \"Deferred Compensation Arrangements\") and further indicated as\nbeing assumed by Buyer;\n\n                  (e) Certain Litigation. All claims, rights and causes of\naction whatsoever, whether under product warranties, insurance policies, claims\nfor contribution, indemnification, tort, contract or otherwise from other\nparties to the extent relating to any Excluded Assets or any Excluded\nLiabilities (as defined in Section 3.2) (including, but not limited to, the\nLitigation);\n\n                  (f) Certain Records. All records, books, documents, files or\ninformation of any kind to the extent relating to any Excluded Assets or\nExcluded Liabilities, including, without limitation, the Litigation and\nincluding in particular all such records, books, documents and files relating to\nthe manufacture of all products, parts and components prior to the Closing Date\nand all regulatory records and design records relating thereto (provided that\nBuyer shall be provided with copies of all device master records for currently\nproduced products and shall also be entitled to possession of a copy of other\ndevice master records);\n\n                  (g) Prepaids. Except as set forth on the Certain Prepaid\nExpenses Schedule, all rights in connection with any deposits and prepaid\nexpenses made by either Seller;\n\n                  (h) Research Institute. Each Seller's leasehold rights to the\nreal property (together with all plant, warehouse and office facilities and\nother fixtures and improvements attached to said real property) located at 7307\nRevere Parkway, Englewood, Colorado, as well as the assets and records located\nat such facility that are used for the purpose of operating the Sellers'\nso-called \"Accufix Research Institute,\" including those set forth on the Accufix\nResearch Institute Schedule;\n\n                  (i) Certain Reserves. Reserves established by either Seller\nfor patient monitoring, leads litigation legal expenses, product liability\nsettlement contingencies, or other expenses associated with the Litigation;\n\n                  (j) Intercompany Matters. Any receivables, debts or\nobligations which are owed to any Seller from any of its Affiliates, together\nwith any investments of Seller in any of its Affiliates and those intercompany\nagreements between Sellers and its Affiliates listed on the Affiliated\nAgreements Schedule;\n\n                  (k) Insurance Rights. All claims, rights or causes of action\nwhatsoever under any insurance policies maintained by or for the benefit of\neither Seller or with respect to any of their businesses, assets, liabilities or\noperations, except for property insurance for damage occurring prior to the\nClosing Date to property which constitutes a Purchased Asset; and\n\n                  (l) J-Wire Products. All claims or rights in, to, and relating\nto the ownership of the Active Lead Products (as defined in Section 3.2(b)) and\nthe Passive Lead Products (as defined in Section 3.2(b)) whatsoever, including,\nwithout limitation, (i) the Proprietary Rights and Governmental Permits relating\nto such products, (ii) any inventory of such completed products or components\nthereof, and (iii) all designs, drawings, processes, records, prototypes,\ntooling and machinery used in the development, manufacture, assembly or\nprocessing of such products.\n\n                  1.3. ASSIGNMENT OF ASSETS. (a) Prior to the Closing (as\ndefined in Section 2.1), each Seller shall use its reasonable best efforts, and\nBuyer shall cooperate with Seller in such efforts, to obtain all\nnon-governmental approvals, consents or waivers necessary to assign to Buyer all\nleases, contracts, licenses, agreements, sales or purchase orders, commitments,\nproperty interests, qualifications or other assets described in Section 1.1\nhereof and any claim, right or benefit arising thereunder or resulting therefrom\n(collectively, the \"Interests\") as soon as practicable; provided that neither\nSeller nor Buyer shall be obligated to pay any consideration for the foregoing\napprovals, consents or waivers to the third party from whom such approval,\nconsent or waiver is requested.\n\n                  (b) Except with respect to the matters described on Exhibit C,\nto the extent any of the approvals, consents or waivers referred to in Section\n1.3(a) hereof have not been obtained by Sellers as of the Closing Date, then the\nrelated Purchased Assets shall not be assigned to Buyer at the Closing, and, if\nBuyer so requests, Sellers, for a period of three (3) months after the Closing\nDate, shall continue to use their reasonable best efforts, and Buyer shall\ncooperate with Sellers in such efforts (without the payment of any consideration\nby Sellers or Buyer for such approvals, consents or waivers), to obtain such\napprovals, consents or waivers. Upon request by Buyer, for a period of three (3)\nmonths after the Closing Date, Sellers shall use their reasonable best efforts\nto, with Buyer reimbursing Sellers for their out-of-pocket expenses and\nindemnifying and holding harmless Sellers for any liabilities or obligations\nincurred by them: (i) cooperate with Buyer in any reasonable and lawful\narrangements under which Buyer would obtain the benefits of, and assume the\npost-Closing obligations under, such Interest, and (ii) enforce for the account\nof Buyer any rights of either Seller arising from such Interest against the\nissuer thereof or the other party or parties thereto (including the right to\nelect to terminate any such Interest in accordance with the terms thereof upon\nthe written advice of Buyer). Sellers will promptly pay (or cause to be paid) to\nBuyer when received all amounts received by Sellers under any Interest. If,\nafter the foregoing three (3) month period, the necessary consents, approvals or\nwaivers have not been obtained regarding the Interests, Buyer and Sellers will\ncooperate in any commercially reasonable arrangement to obviate the need for\nsuch consent, approval or waiver (such as by prepaying all amounts remaining due\nunder any property lease), all at Buyer's expense. For purposes of this Section\n1.3(b), the matters described on Exhibit C shall not be deemed to be\n\"Interests\".\n\n                                   ARTICLE II.\n\n                           PURCHASE PRICE AND CLOSING\n\n                  2.1. PURCHASE PRICE. (a) Upon consummation of the transactions\ncontemplated hereby (the \"Closing\"), and in consideration of the sale of the\nPurchased Assets, Buyer shall pay to Sellers an aggregate amount equal to\nUS$120.8 million, and assume the Assumed Liabilities (as defined in Section 3.1)\nregarding the Business. The purchase price shall be subject to adjustment\naccording to the terms of Sections 2.1(b) and 10.6 of this Agreement and the\nAdjustment Agreement, and the cash amount ultimately paid by Buyer to Sellers\nafter any adjustments required by this Agreement or the terms of Adjustment\nAgreement shall be referred to herein as the \"Purchase Price.\"\n\n\n\n                  (b) (i) Contingent Payments. As further consideration for the\nPurchased Assets, Buyer hereby agrees to pay to the Sellers contingent payments\nas a percentage of sales or other dispositions made after the Closing Date by\nBuyer and its Affiliates of certain products described below. The products\nsubject to the foregoing payments shall be (a) the bradycardia pulse generator\nmodels of the Business which currently have appropriate regulatory approvals,\nwhere required, for commercial distribution or which currently have such\nappropriate regulatory approvals, where required, for clinical evaluation or\nclinical testing, in any country anywhere in the world, all as listed on the\nContingent Payments Schedule (which is represented by Sellers to contain only\nthose products meeting the foregoing description), as the same may hereafter be\ndistributed by or under license from Buyer and its Affiliates and regardless of\nthe name, model number or other designation under which such bradycardia pulse\ngenerator models are hereafter sold or distributed (\"TPSI Licensed Pulse\nGenerators\"), (b) any bradycardia pulse generator model, whether or not\nappropriate regulatory approvals have currently been obtained for commercial\ndistribution or clinical evaluation or testing, which incorporates the Business'\nrate-responsive algorithm commonly referred to as \"minute ventilation\" which is\nsold or distributed after the Closing Date by or under license (excluding\nroyalty free cross licenses with third parties) from Buyer and its Affiliates,\nbut exclusive of TPSI Licensed Pulse Generators (\"Minute Ventilation Pulse\nGenerators\") and (c) any pacemaker lead product, whether or not heretofore\nmanufactured, sold or distributed by the Business, which is sold or distributed\nafter the Closing Date by Buyer or its Affiliates for use in connection with\nTPSI Licensed Pulse Generators that are sold or distributed after the Closing\nDate (\"Related Leads\").\n\n\n                  (ii) Contingent Payment Amounts. With respect to any TPSI\nLicensed Pulse Generators and any Related Leads, the contingent payments payable\nby Buyer and its Affiliates to the Sellers shall be an amount equal to 15% of\nthe amount by which (a) the annual Net Sales (as hereinafter defined) received\nby Buyer and its Affiliates from the sale or other disposition of such TPSI\nLicensed Pulse Generators and any Related Leads exceeds (b) US$120 million\nduring each of the calendar years 1997 through 2002, inclusive. With respect to\nany Minute Ventilation Pulse Generators, the contingent payments payable by\nBuyer and its Affiliates to the Sellers shall be an amount equal to 2.5% of the\nNet Sales received by Buyer and its Affiliates from the sale or other\ndisposition of such Minute Ventilation Pulse Generators during each of the\ncalendar years 1997 through 2002, inclusive. \"Net Sales\" as used herein means\nthe gross sales of Buyer and its Affiliates, received or receivable from any\nplace in the world less any returns, allowances, credits, rebates, and when\nseparately stated on an invoice, shipping and taxes; all as determined in\naccordance with United States generally accepted accounting principles\nconsistently applied with those utilized by Buyer and its Affiliates in\nconnection with their audited financial statements prepared in the ordinary\ncourse of their respective businesses and published in the annual report to\nstockholders of Buyer's parent company, St. Jude Medical, Inc., or any successor\nor assign (or, if such annual report to stockholders or audited financial\nstatements are at any relevant time not prepared, then in any substantially\nsimilar financial statement prepared consistently with the same). If the Closing\noccurs in calendar year 1997, contingent payments payable for the remainder of\nsuch calendar year shall be calculated by multiplying the US$120 million base\nfigure referred to above for calculating contingent payments on Net Sales from\nTPSI Licensed Pulse Generators and Related Leads by a fraction, the numerator of\nwhich is the number of days remaining in 1997 after the Closing Date, and the\ndenominator of which is 365.\n\n                  (iii) Maximum Contingent Payments. The amount of the\ncontingent payments to be made by Buyer and its Affiliates to the Sellers shall\nnot exceed, in the aggregate and calculated on a net present value basis as\nhereinafter described, US$25 million. In calculating the net present value of\nany contingent payments hereinafter paid, the amount of the contingent payments\nactually paid shall be discounted by the following discount factors\n(approximating an annual discount factor of 12%):\n\n        Calendar Year with Respect to\n           Which Contingent Payment\n                  Is Payable                            Discount Factor\n        -----------------------------                   ---------------\n\n                     1997                                    0.893\n                     1998                                    0.797\n                     1999                                    0.712\n                     2000                                    0.636\n                     2001                                    0.567\n                     2002                                    0.507\n\nWhen the aggregate of all contingent payments hereinafter made by Buyer and its\nAffiliates to the Sellers hereunder shall equal US$25 million, calculated on a\nnet present value basis using the applicable discount factors as aforesaid, then\nno further or additional contingent payments or other amounts shall be payable\nby Buyer and its Affiliates to the Sellers with respect to the foregoing.\n\n                  (iv) Payments; Disputes. All contingent payments payable by\nBuyer to the Sellers hereunder shall be paid on or before March 1 in each of the\nyears 1998 through 2003, inclusive, with respect to Net Sales from the products\nsubject to contingent payments for the prior calendar year. For example, all\ncontingent payments due with respect to Net Sales from January 1, 1997 through\nDecember 31, 1997 shall be payable on March 1, 1998. Buyer shall pay such\namounts to Sellers within the United States without deduction for any\nwithholding taxes imposed by any jurisdictions. Buyer shall deliver to the\nSellers on or prior to March 1 in each applicable year, together with its\npayment of the applicable amount, a schedule of its Net Sales from each of the\nTPSI Licensed Pulse Generators, Related Leads and of the Minute Ventilation\nPulse Generators for the prior calendar year, together with such detailed\nsupporting documentation as the Sellers may reasonably request. In case the\nSellers disputes any item in such schedule, or the related contingent payments\ncalculation, the Sellers shall so notify Buyer in writing within 90 days of\ntheir receipt from Buyer of such schedule and supporting detail. If the parties\nare unable to resolve any such dispute within 60 days thereafter the parties\nshall submit the disputed items to a third party accounting firm of\ninternational standing for final resolution in the same manner referred to in\nSection 1.1 of the Adjustment Agreement.\n\n                  (v) Allocation of Payments. All contingent payments payable\nhereunder shall be payable to TPSI and shall be allocated for all United States\nand foreign income tax reporting purposes solely to such payee, its successors\nor assigns.\n\n                  (c) The Purchase Price and any other payments to be made\npursuant to this Agreement shall be made in U.S. Dollars by wire transfer of\nimmediately available funds, in such amounts and to such bank accounts as the\nreceiving party shall designate to the paying party.\n\n                  2.2. ALLOCATION OF PURCHASE PRICE. Prior to the Closing, Buyer\nand Sellers shall use their best reasonable efforts to reach an agreement\nregarding how the Purchase Price, together with the Assumed Liabilities (as\nhereinafter defined), shall be allocated among the Purchased Assets. Assuming\nthe parties reach such an agreement, Buyer and Sellers shall file all tax\nreturns and statements, forms and schedules in connection therewith consistent\nwith such allocation and shall take no position contrary thereto unless required\nby law. Each of Buyer and the Sellers shall treat the purchase and sale of\nassets under this Agreement as an \"applicable asset acquisition\" within the\nmeaning of Section 1060 of the Internal Revenue Code of 1986, as amended (the\n\"Code\"), and shall prepare and timely file Internal Revenue Service Form 8594\n(and any required exhibits thereto) in a manner consistent with the allocation\nof the Purchase Price under this Section 2.2. In the event of any adjustment to\nthe Purchase Price pursuant to this Agreement or the Adjustment Agreement, the\nallocation shall be adjusted in the manner provided for in the Adjustment\nAgreement.\n\n                  2.3. CLOSING DATE. The Closing shall be consummated at 10:00\nA.M., local time, on the last business day of the month in which the conditions\nto the Closing set forth in Articles VIII and IX have been satisfied, at the\noffices of Gardner, Carton &amp; Douglas at 321 North Clark Street, in Chicago,\nIllinois, or at such other time or place as shall be agreed upon by Buyer and\neach Seller. The time and date on which the Closing is actually held is referred\nto herein as the \"Closing Date.\" The Closing shall be effective on and after the\nopening of business on the Closing Date and risk of any loss with respect to the\nPurchased Assets shall pass to Buyer at such effective time.\n\n                                  ARTICLE III.\n\n                            ASSUMPTION OF LIABILITIES\n\n                  3.1. ASSUMED LIABILITIES. Subject to Section 3.2, on the\nClosing Date and effective at the Closing, Buyer shall assume and agree to\ndischarge the following liabilities, obligations and commitments of Sellers, as\nthe same may exist at the Closing Date:\n\n                  (a) Balance Sheet Liabilities. All liabilities, obligations\nand commitments of the Sellers reserved for or reflected on the audited balance\nsheet of Sellers as of June 30, 1996, adjusted, however, to exclude the Excluded\nAssets and the Excluded Liabilities (the \"Year End Balance Sheet\"), as the same\nmay exist as of the Closing Date;\n\n                  (b) Ordinary Course. All liabilities, obligations and\ncommitments incurred by Sellers since June 30, 1996 in the ordinary course of\nthe conduct of the Business that are of the same type or nature as those\nreserved for, or reflected on, the Year End Balance Sheet, as the same may exist\nas of the Closing Date (collectively, the \"Ordinary Course Liabilities\");\n\n                  (c) Executory Contracts. All liabilities, obligations and\ncommitments of Sellers to be paid or performed after the Closing Date pursuant\nto the Seller Agreements and the Miscellaneous Agreements;\n\n                  (d) Warranties; Returns. Except as set forth in Section\n3.2(d), all ordinary course obligations of Sellers required to be performed\nafter the Closing Date pursuant to product or service guaranties or warranties\n(whether express or implied) or under Sellers' product return policies given in\nthe ordinary course by a Seller, including, without limitation, all liabilities\nand obligations for product returns (regardless of whether such products were\nsold before or after the Closing Date);\n\n                  (e) FDA Consent Decree. Liabilities, obligations or\ncommitments of Seller for periods from and after the Closing Date pursuant or\nrelated to the Consent Decree entered into by TPLC and James W. Dennis with the\nUnited States Food and Drug Administration (the \"FDA\") as of May 22, 1995 (as\nwell as the liabilities, obligations and commitments of Mr. James W. Dennis\npursuant or related thereto) a copy of which has been provided to Buyer (as\namended from time to time, the \"FDA Consent Decree\"), as such liabilities,\nobligations or commitments are interpreted or construed by the FDA or any\nappropriate court of law or Governmental Body; and\n\n                  (f) Vacation Time; Sick Days. Liabilities, obligations or\ncommitments of either Seller for accrued vacation pay (to the extent accrued on\nthe Year End Balance Sheet ) or as thereafter accrued in the ordinary course and\nreflected on either Seller's financial books and records at the Closing Date; or\nholidays, sick days, personal days, pregnancy or family leave or other similar\nholiday or other matters for all Transferred Employees (as defined in Section\n7.2), regardless of whether any Seller has accrued any liabilities or reserves\nfor such matters.\n\nAll of the foregoing liabilities, obligations and commitments to be assumed by\nBuyer hereunder (excluding any Excluded Liabilities) are referred to herein as\nthe \"Assumed Liabilities.\" In no event shall Buyer assume or otherwise become\nresponsible for any liabilities of Sellers, or any Persons (as defined in\nSection 4.3) which directly or indirectly control, are controlled by, or are\nunder common control with, Sellers (collectively, \"Affiliates\"), other than the\nAssumed Liabilities.\n\n                  3.2. EXCLUDED LIABILITIES. Notwithstanding anything to the\ncontrary contained in Section 3.1, Buyer shall not assume or be obligated to\npay, perform or otherwise discharge any liability, obligation or commitment of\nSellers (whether direct or indirect, matured or unmatured, known or unknown,\nabsolute, accrued, contingent or otherwise or due and owing or arising prior to,\non or after the Closing Date) not expressly assumed by Buyer pursuant to the\ntransactions contemplated by this Agreement (all such liabilities, obligations\nor commitments not being assumed are collectively referred to herein as the\n\"Excluded Liabilities\"), and none of the following shall be \"Assumed\nLiabilities\" for purposes of this Agreement:\n\n                  (a) Taxes. Liabilities in respect of any Taxes imposed on\neither of the Sellers for all periods prior to the Closing Date;\n\n                  (b) Litigation. Liabilities for the following (regardless of\nwhether any such liability is direct, indirect or by reason of indemnification\ngranted to, or other agreements with third parties prior to the Closing Date, or\nbased upon theories of successor liability imposed upon Buyer as a result of its\ncontinuation after the Closing of the Business or sale of any product line\nthereof) (collectively, the \"Litigation\"): all claims (whether brought by any\nperson individually or in a class, derivative or representative capacity,\nincluding a trustee in bankruptcy), proceedings, lawsuits, recalls,\ninvestigations, damages, losses or fines that relate to, or arise out of, any\ndamage, loss or injury to third parties alleged to be caused by: (x) the \"active\nlead\" product models incorporating the so-called \"J wire\" (including, without\nlimitation, those models commonly referred to as the 329-701, 330-801, or\n033-812 product models) (the \"Active Lead Products\") which were manufactured,\nsold or distributed by the Business prior to the Closing Date, (y) the \"passive\nlead\" product models incorporating the so-called \"J wire\" (including, without\nlimitation, those models commonly referred to as the ENGUARD or the ENCOR\n330-854, 033-856, 330-755 or 033-757 product models) (the \"Passive Lead\nProducts\") which were manufactured, sold or distributed by the Business prior to\nthe Closing Date, or (z) defects in, or the negligent design or manufacture of,\nany other products sold by or for the Business prior to the Closing Date to\nunaffiliated third party purchasers, or which are part of Seller's \"finished\ngoods inventory\" as of the Closing Date (provided that for purposes of this\nAgreement, any products which the Sellers or the Business are prohibited from\nselling under any Requirements of Law (as defined in Section 4.3) by virtue of\nthe FDA Consent Decree shall not be deemed to be part of the \"finished goods\ninventory\") including, without limitation, those claims and lawsuits set forth\non the Product Liability Litigation Schedule;\n\n                  (c) Intercompany Liabilities. (1) Liabilities and obligations\nowed to any Affiliate of either Seller, including any trade or other accounts\npayable by either of the Sellers to any of their Affiliates set forth on the\nYear End Balance Sheet under the following headings, as the same may exist at\nthe Closing: Operating Advances, Intergroup Loans Payable and IG Trade Bills\nPayable or any interest due on any intercompany liabilities or obligations, (2)\nany liability or other obligation of either of the Sellers under or related to\nthe Patent Purchase Agreement dated as of May 28, 1996 with Telectronics NV\npursuant to which certain of the Proprietary Rights were transferred from\nTelectronics NV to TPSI and, (3) any liability or other obligation arising\npursuant to any agreement listed on the Affiliated Agreements Schedule;\n\n                  (d) Certain Warranty, Monitoring and Recall Matters.\nLiabilities and obligations pursuant to (i) any product warranty matters,\nwhether express or implied, relating to the Active Lead Products, the Passive\nLead Products or the so-called \"Soft-Top Products,\" including, without\nlimitation, any recall costs or other costs and expenses incident to any\nrequired monitoring of any person who was implanted with an Active Lead Product,\na Passive Lead Product or a Soft-Top Product, and (ii) any required payments,\nreimbursements or repayments pursuant to settlement agreements which have been\nor may be reached by Sellers with the Health Care Finance Administration or\nsimilar state, local or foreign agencies concerning payments for any Active Lead\nProduct, Passive Lead Product or a Soft-Top Product heretofore marketed by\nSellers. Buyer shall sell to Sellers (or their designees), at Buyer's cost and\nupon either Seller's request after the Closing, a sufficient number of\ncomparable replacement products and components (with appropriate warranties\nconsistent with Buyer's responsibility as described below to further replace\nsuch products and components at Buyer's cost) from products and components then\nmanufactured by Buyer or its present or future Affiliates, so that Sellers and\ntheir Affiliates can provide such replacement products and components to any\nrecipients of the Active Lead Products, the Passive Lead Products, the Soft-Top\nProducts or any other products as to which Sellers or their Affiliates have\nretained the liabilities for satisfying such product warranties pursuant to this\nAgreement or the International Purchase Agreements, provided that if any such\nreplacement products or components must themselves be subsequently replaced,\nBuyer's sole responsibility shall be to sell such replacements to Sellers (or\ntheir designees) at Buyer's cost;\n\n                  (e) Excluded Assets. Liabilities and obligations associated\nwith the Excluded Assets;\n\n                  (f) Actions. Liabilities and obligations arising in connection\nwith all actions, suits, claims, investigations or proceedings pending on the\nClosing Date;\n\n                  (g) Employee Benefits. Liabilities or obligations arising from\nor relating to the employment or termination of employment of any of Sellers'\nemployees on or before the Closing Date, including, but not limited to, any\nobligations or liabilities arising from or relating to any employee compensation\nor benefit plans or arrangements, except as otherwise expressly set forth in\nthis Agreement;\n\n                  (h) Borrowed Money. Liabilities and obligations under any\nindebtedness for borrowed money;\n\n                  (i) Sales Representative Retention Bonuses. Liabilities and\nobligations pursuant to the \"Twenty-Four Month Representative Bonus Plan\" (the\n\"Retention Plan\") which are payable within 60 days after November 30, 1996 and\nare described on the Employee Benefits Schedule; and\n\n                  (j) Environmental Liabilities. All Environmental Liabilities\n(as defined below) arising from conditions existing or activities occurring on\nor prior to the Closing Date. \"Environmental Liabilities\" means all liabilities\n(including tort liabilities to third parties) to the extent relating to the\nPurchased Assets, whether contingent or fixed, known or unknown, which arise\nunder or relate to matters covered by Environmental Laws (as defined in Section\n4.19).\n\n                  (k) China Liabilities. All liabilities to employees or for\nleased premises relating to the shutdown of any offices in the People's Republic\nof China.\n\n                  (l) Certain Benefits. All liabilities and obligations retained\nby Sellers for certain employee benefits as described on the Employee Benefits\nSchedule.\n\n\n                                   ARTICLE IV.\n\n                    REPRESENTATIONS AND WARRANTIES OF SELLERS\n\n         As an inducement to Buyer to enter into this Agreement and to\nconsummate the transactions contemplated hereby, Sellers jointly and severally\nrepresent and warrant to Buyer as follows:\n\n                  4.1. ORGANIZATION OF SELLERS. Each Seller is a corporation\nduly organized, validly existing and in good standing under the laws of the\nState of Delaware. Each Seller is duly qualified to transact business as a\nforeign corporation and is in good standing in each of the jurisdictions in\nwhich the U.S. Operations require Sellers to qualify to transact business as a\nforeign corporation, except for those jurisdictions where the failure to so\nqualify could not reasonably be expected to have a material adverse effect on\nthe Business, assets, conditions or results of operations of the U.S. Operations\ntaken as a whole (a \"Material Adverse Effect\") or the ability of Sellers to\nlawfully consummate the transactions contemplated by this Agreement in all\nmaterial respects. Each Seller has the corporate power and authority to conduct\nthe U.S. Operations currently conducted by it.\n\n                  4.2. CORPORATE AUTHORITY. Each Seller has the corporate power\nand authority to execute and deliver this Agreement and the Seller Ancillary\nDocuments (as defined in Section 8.5(c)) and to perform their respective\nobligations hereunder and thereunder. The execution, delivery and performance of\nthis Agreement and the Seller Ancillary Documents by each Seller has been duly\nauthorized and approved by their respective boards of directors and by their\nrespective stockholders. This Agreement has been, and the Seller Ancillary\nDocuments will be, duly executed and delivered by each Seller, and assuming due\nauthorization, execution and delivery by Buyer, this Agreement is, and the\nSeller Ancillary Documents will be, the legal, valid and binding obligation of\neach Seller enforceable in accordance with their terms, subject to general\nprinciples of equity and except as enforceability may be limited by applicable\nbankruptcy, insolvency, reorganization or other similar laws of general\napplication relating to creditors' rights.\n\n                  4.3. ABSENCE OF SELLER CONFLICTS. Except as set forth in the\nConsents\/Conflicts Schedule, the execution and delivery of this Agreement and\nthe Seller Ancillary Documents, and the consummation of the transactions\ncontemplated hereby and thereby, will not:\n\n                  (i) conflict with, result in a breach of the terms, conditions\n         or provisions of, or constitute a default, an event of default or an\n         event creating rights of acceleration, termination or cancellation, or\n         result in the creation or imposition of any Encumbrance (as defined in\n         Section 4.9) upon any of the Purchased Assets, under (1) the\n         Certificate of Incorporation or by-laws of any Seller, (2) any Seller\n         Agreement, (3) any other material note, instrument, agreement,\n         mortgage, lease, license, franchise, permit or other authorization,\n         right, restriction or obligation to which either Seller is a party or\n         any of the Purchased Assets is subject, (4) any judgment, order, award\n         or decree of any federal, state, local or other court or tribunal or\n         any award in any arbitration proceeding (a \"Court Order\") to which any\n         Seller is a party or pursuant to which the Purchased Assets are bound,\n         or (5) any federal, state or local laws, statutes, regulations, rules,\n         codes or ordinances (collectively, \"Requirements of Law\") enacted,\n         adopted, issued or promulgated by any United States, foreign, federal,\n         state, local or other governmental authority, body or instrumentality\n         (\"Governmental Body\") affecting any Seller or the Purchased Assets, or\n\n                  (ii) require the approval, consent, authorization or act of,\n         or the making by either Seller of any declaration, notification, filing\n         or registration with, any individual, corporation, partnership, joint\n         venture, association, joint-stock company, trust, unincorporated\n         organization or Governmental Body (collectively, a \"Person\"), except,\n         in each case, for any of the foregoing, individually or in the\n         aggregate, which would not reasonably be expected to have a Material\n         Adverse Effect or materially hinder or impair the consummation of the\n         transactions contemplated hereby.\n\n                  4.4. COMPLIANCE WITH CERTAIN LAWS, RULES AND REGULATIONS.\nExcept as described in the Compliance with Laws Schedule, to each Seller's\nknowledge the methods and means employed by the Sellers in the conduct of the\nU.S. Operations comply with all Requirements of Law and Court Orders applicable\nto the Purchased Assets or the U.S. Operations, except where the failure to so\ncomply would not reasonably be expected to have a Material Adverse Effect.\nExcept as described in the Compliance with Laws Schedule, since September 30,\n1992, neither Seller has received any written notice of violation, and to each\nSeller's knowledge, neither Seller is under investigation with respect to a\nviolation, of any Requirement of Law or Court Order which has, or would\nreasonably be expected to have a Material Adverse Effect.\n\n                  4.5. FINANCIAL MATTERS. (a) Sellers have provided to Buyer\ncombined financial statements, including a statement of income and balance sheet\nand certain footnotes, in respect of the operations and assets and liabilities\n(other than the Excluded Assets and the Excluded Liabilities), which are\nencompassed collectively by this Agreement and the International Purchase\nAgreements (the \"Combined Financial Statements\"). The Combined Financial\nStatements, as at and for the years ended June 30, 1995 and 1996, have been\nderived from the financial statements prepared by the respective Sellers and\ntheir respective affiliated entities referred to in this Agreement and the\nInternational Purchase Agreements (and provided to the Buyer) for purposes of\nthe consolidated annual report to shareholders by the Pacific Dunlop Limited\ngroup, together with, in the case of the Combined Financial Statements at and\nfor the year ended June 30, 1996, such adjustments as have been considered\nnecessary to give, in all material respects, appropriate effect to the treatment\nof the Excluded Assets and the Excluded Liabilities and other matters as\nspecified in and required by this Agreement and the International Purchase\nAgreements.\n\n                  (b) The Combined Financial Statements have been derived from\nfinancial statements prepared for consolidation purposes and in accordance with\nPacific Dunlop Limited group accounting policies in operation at the time (but\nadjusted in respect of research and development expenditures), and in accordance\nwith Australian generally accepted accounting principles (\"GAAP\"); provided that\nthe Year End Balance Sheet has been prepared in accordance with United States\ngenerally accepted accounting principles. However, the Combined Financial\nStatements do not contain all footnote disclosures nor all statements (such as a\nstatement of cash flows) which otherwise may be required by GAAP. Certain other\nadjustments have been incorporated in the Combined Financial Statements to give\neffect to the requirements of GAAP in respect of consolidated financial\nstatements, together with such other adjustments as specified by this Agreement\nand the International Purchase Agreements.\n\n                  (c) The Combined Financial Statements, due to their basis of\npreparation, reflect a different combined financial position than that which is\nreflected in the statutory financial statements of the individual entities which\nare parties to the Agreements, due to certain jurisdictional differences between\nGAAP and financial reporting practices of the country of domicile, and due to\nthe elimination of certain intercorporate transactions and balances, or\ncomponents thereof.\n\n                  4.6. OPERATIONS SINCE THE FISCAL YEAR END. Except as otherwise\ncontemplated by this Agreement, or as set forth in the Conduct of Domestic\nOperations Schedule, since June 30, 1996:\n\n                  (a) other than the Litigation and the Excluded Liabilities,\nthere has been no change in the financial condition, liabilities, operations or\nbusiness of the U.S. Operations or the Purchased Assets resulting in a Material\nAdverse Effect, and\n\n                  (b) neither of the Sellers has:\n\n                  (i) sold, leased (as lessor), transferred or otherwise\n         disposed of, or mortgaged or pledged, or imposed or suffered to be\n         imposed any Encumbrance on, any of the material assets utilized in the\n         U.S. Operations, except for Inventory and minor amounts of personal\n         property sold or otherwise disposed of in the ordinary course of\n         business and except for Permitted Encumbrances (as defined in Section\n         4.9);\n\n                  (ii) canceled any debts owed to or claims held by it\n         (including the settlement of any claims or litigation) other than in\n         the ordinary course of business;\n\n                  (iii) created, incurred or assumed, or agreed to create, incur\n         or assume, any indebtedness for borrowed money (other than money\n         borrowed or advances made by an Affiliate of a Seller in the ordinary\n         course of business);\n\n                  (iv) accelerated or delayed collection of notes or accounts\n         receivable in advance of or beyond their regular due dates or the dates\n         when the same would have been collected in the ordinary course of\n         business;\n\n                  (v) delayed or accelerated payment of any account payable or\n         other liability beyond or in advance of its due date or the date when\n         such liability would have been paid in the ordinary course of business;\n\n                  (vi) made, or agreed to make, any dividend or other\n         distribution of assets to any of its stockholders or other Affiliates;\n\n                  (vii) suffered any material casualty, damage, destruction or\n         loss, or suffered any material interruption or use of any material\n         assets or property on account of fire, flood, riot, strike or other\n         hazard or \"Act of God\";\n\n                  (viii) made any change in accounting methods or principles;\n\n                  (ix) other than in the ordinary course of business consistent\n         with past practice, entered into any employment, deferred compensation\n         or other similar agreement (or amended any such existing agreement)\n         with any employee of the Business, increased benefits payable under\n         existing severance or termination pay policies or employment agreements\n         or increased compensation, bonus or other benefits payable to any\n         employee of the Business; or\n\n                  (x) experienced any labor dispute, other than routine\n         individual grievances, or any activity or proceeding by a labor union\n         or representative thereof to organize any employees of the Business, or\n         any lockouts, strikes, slowdowns, picketing, work stoppages or threats\n         thereof by or with respect to such employees.\n\n                  4.7. NO UNDISCLOSED LIABILITIES. As of the date hereof,\nneither Seller has any obligation or liability of any nature with respect to the\nU.S. Operations (whether direct or indirect, matured or unmatured, known or\nunknown, absolute, accrued, contingent or otherwise), of the type required by\nGAAP to be reflected or reserved for on a balance sheet prepared consistently\nwith the Combined Financial Statements, except for (i) liabilities provided for,\nor reserved against, in the Year End Balance Sheet, (ii) liabilities which have\nbeen incurred subsequent to the date of the Year End Balance Sheet in the\nordinary course of business and consistent with past practice, (iii) liabilities\nunder an executory portion of Seller Agreement or a Miscellaneous Agreement,\n(iv) liabilities under the executory portion of any Governmental Permits, (v)\nliabilities set forth or referred to in any of the Disclosure Schedules, (vi)\nliabilities regarding the Litigation or which otherwise constitute Excluded\nLiabilities, and (vii) liabilities and obligations which are not material under\nGAAP to the operations or financial condition of the U.S. Operations and the\nInternational Operations, taken as a whole.\n\n                  4.8. TAXES. (a) To each Seller's knowledge, it has accurately\nprepared and timely filed (including all extensions) all returns, reports or\nsimilar statements required to be filed with respect to any Taxes (including any\nattached schedules), including, without limitation, any information returns,\nclaims for refund, amended returns and declarations of estimated Tax\n(collectively, the \"Tax Returns\"). Except as set forth on the attached Taxes\nSchedule, to each Seller's knowledge, (i) all Tax Returns prepared and filed by\neach Seller are true and correct in all material respects and properly reflect\nthe Taxes due for the periods covered thereby, (ii) all Taxes which are called\nfor as due by the Tax Returns, or which are otherwise due to any taxing\nauthority or other Governmental Body from any Seller, have been properly accrued\nor paid, and (iii) there are no tax liens on any of the properties or assets of\nany Seller, except for liens for current Taxes not yet due and payable.\n\n                  (b) Except as set forth on the attached Taxes Schedule, there\nare no audits currently pending by any taxing authority in connection with Tax\nReturns of either of the Sellers.\n\n                  (c) Neither of the Sellers is a foreign person within the\nmeaning of Section 1445 of the Code.\n\n                  (d) Except as set forth on the attached Taxes Schedule, no\nproperty owned by the Sellers (i) is property required to be treated as being\nowned by another person pursuant to the provisions of Section 168(f)(8) of the\nInternal Revenue Code of 1954, as amended and in effect immediately prior to the\nenactment of the Tax Reform Act of 1986, (ii) constitutes \"tax-exempt use\nproperty,\" within the meaning of Section 168(h)(i) of the Code or (iii) is\ntax-exempt bond financed property within the meaning of Section 168(g) of the\nCode.\n\n                  4.9. TITLE TO AND CONDITION OF PURCHASED ASSETS. The Sellers\ncollectively have, and on the Closing Date will have, good and marketable title\nto (or valid and enforceable leasehold, license or similar interests in) all of\nthe Purchased Assets, free and clear of all liens, claims, charges, security\ninterests, mortgages, pledges, easements, conditional sales or other title\nretention agreements, defects in title, covenants or other restrictions\n(collectively, the \"Encumbrances\"), other than Encumbrances (i) which are set\nforth on the Encumbrances Schedule or (ii) which could not reasonably be\nexpected to materially impair the utility, value or marketability of the\nencumbered Purchased Assets (collectively, the \"Permitted Encumbrances\").\nSELLERS MAKE NO REPRESENTATION OR WARRANTY AS TO THE CONDITION OF ANY OF THE\nPURCHASED ASSETS, SUCH PURCHASED ASSETS BEING SOLD AS IS AND WHERE IS, EXCEPT AS\nOTHERWISE EXPRESSLY PROVIDED HEREIN. The retention of the Excluded Assets by\nBuyer will not prevent Buyer from conducting the Business after the Closing in\nall material respects in substantially the same manner as heretofore conducted.\n\n                  4.10. ACCOUNTS RECEIVABLE. The Receivables, net of any\nreserves set forth or reflected on the Year End Balance Sheet or accrued\nthereafter in the ordinary course consistent with past practice, are good and\nvalid receivables arising from the sale of goods and services in the ordinary\ncourse, pursuant to bona fide, arm's-length transactions. All of the products or\nservices to be provided by either Seller that relate to such Receivables have\nbeen, or will be before the Closing Date, substantially provided by Sellers\naccording to the terms of any agreements or understandings relating thereto. To\nSellers' knowledge, none of the Receivables is subject to any counterclaim or\nsetoff, except as may be set forth in the Disclosure Schedules. Notwithstanding\nanything to the contrary contained herein, Sellers are not guaranteeing the\ncollection of the Receivables.\n\n                  4.11. REAL PROPERTY. (a) The Real Property Schedule contains\n(i) the address of and a description of each parcel of real property owned by\neach Seller that will be sold to Buyer hereunder (collectively, the \"Owned Real\nProperty\"), and (ii) a list of each lease or similar agreement under which\neither Seller is lessee of, or holds or operates, any real property owned by any\nthird person which is used in the U.S. Operations, the rights to which will be\ntransferred to Buyer hereunder (collectively, the \"Leased Real Property\"). The\nOwned Real Property and the Leased Real Property are collectively referred to\nherein as the \"Real Property\" and constitute all of the real property material\nto the conduct of the U.S. Operations.\n\n                  (b) Each Seller has (i) good, valid and marketable title to\nthe Owned Real Property, free and clear of all Encumbrances except for Permitted\nEncumbrances, and (ii) valid and enforceable leasehold interests in the Leased\nReal Property. Except as set forth on the Real Property Schedule, the Owned Real\nProperty is not subject to any leases or tenancies. Each Seller's occupation,\npossession and use of the Leased Real Property has not been disturbed and no\nclaim has been asserted or, to the knowledge of Sellers, threatened, which is\nadverse to any Seller's rights to continue the occupation, possession and use of\nthe Leased Real Property as currently utilized. To each Seller's knowledge, no\nmaterial default exists under any of the Leased Real Property leases.\n\n                  (c) Except as disclosed on the Real Property Schedule, to each\nSeller's knowledge, none of the buildings, structures, improvements, or parcels\nof real estate comprising the Real Property is in material violation of, or is\nthe subject of any material complaint or notice of material violation of, any\napplicable zoning ordinance, building code or restrictive covenant.\n\n                  4.12. INVENTORY. Except as described on the Inventory Schedule\nand net of any reserves set forth or reflected on the Year End Balance Sheet or\naccrued thereafter in the ordinary course, all of the Inventory reflected on the\nYear End Balance Sheet was fairly valued at the lower of actual cost, standard\ncost (approximating actual cost including an appropriate proportion of overheads\nhaving regard to normal capacity of manufacturing facilities) or market, cost\nbeing determined on a first-in, first-out basis.\n\n                  4.13. PERSONAL PROPERTY. The Personal Property Schedule\ncontains (i) a list as of the date of this Agreement of all machinery,\nequipment, vehicles, furniture and other personal property owned by Sellers\nhaving an original cost of US$50,000 or more and used in the U.S. Operations,\nand (ii) a list of each lease or other agreement or right, whether written or\noral, under which any Seller is lessee of, or holds or operates, any machinery,\nequipment, vehicle or other tangible personal property owned by a third person\nand used in the conduct of the U.S. Operations, except those which are\nterminable by such Seller without penalty on sixty (60) days' or less notice or\nwhich provide for annual rentals of less than US$50,000.\n\n                  4.14. GOVERNMENTAL PERMITS. (a) The Governmental Permits\nSchedule sets forth a list of all material licenses, franchises, permits,\napprovals and other authorizations from a Governmental Body which are necessary\nfor Sellers to own, lease, operate and use the Purchased Assets and to conduct\nthe U.S. Operations in material compliance with all Requirements of Law, except\nfor such incidental licenses, permits and other authorizations which would be\nobtainable by any qualified applicant without undue burden in the event of any\nlapse, termination, cancellation or forfeiture thereof (collectively, the\n\"Governmental Permits\").\n\n                  (b) Except as set forth in the Governmental Permits Schedule,\n(i) each Seller is in material compliance with its obligations pursuant to each\nof the Governmental Permits; (ii) no notice of cancellation, default, or of any\ndispute concerning any Governmental Permit, or of any event, condition or state\nof facts described in the preceding clause, has been received by any Seller; and\n(iii) each of the Governmental Permits is valid, subsisting and in full force\nand effect.\n\n                  4.15. PROPRIETARY RIGHTS. (a) The Proprietary Rights Schedule\ncontains as of the date of this Agreement a list of (i) all United States and\nforeign patents and patent applications, trademarks, service marks, logos and\ntrade names for which United States, state or foreign registrations have been\nissued or applied for, all other registered trademarks, service marks and trade\nnames, owned by either Seller and used in the U.S. Operations, including,\nwithout limitation, all business names used by Sellers in the U.S. Operations\nduring the past five years, whether or not registered (collectively, the\n\"Proprietary Rights\"), and (ii) any licenses or other agreements pursuant to\nwhich Seller has obtained or granted any rights regarding such Proprietary\nRights. Regardless of whether they are listed on the Proprietary Rights\nSchedule, all trade secrets, including, but not limited to, ideas, inventions,\n(whether or not patentable), invention disclosures, formulae, compositions,\ncopyrights, processes, designs, developments and other confidential business\ninformation, developed, acquired, used or possessed by or for either Seller in\nconnection with the Business, shall be considered \"Proprietary Rights\" for\npurposes of this Agreement.\n\n                  (b) Since January 1, 1993, except as set forth in the\nProprietary Rights Schedule, no Seller has received written notice of any claim\ncontesting the ownership, validity, license or use of the subject matter of the\nProprietary Rights by Sellers or the sale of products and services in connection\nwith the U.S. Operations, or of any claim that any of the foregoing infringe,\nmisappropriate or conflict with the intellectual property rights of a third\nparty.\n\n                  (c) Neither Seller has made any written claim of any\ncontinuing infringement, misappropriation or unfair competition by any person of\nor with respect to any Proprietary Rights. Except as disclosed in the\nProprietary Rights Schedule, to each Seller's knowledge, no Proprietary Right is\nsubject to any outstanding order, judgment, decree, stipulation or agreement\nrestricting the use thereof by either Seller with respect to the Business or\nrestricting the licensing thereof by either Seller to any person which\nrestriction has had, or would reasonably be expected to have, a Material Adverse\nEffect.\n\n                  (d) Upon consummation of the transactions contemplated by this\nAgreement and the International Purchase Agreements, Buyer will have the rights,\nsubject to the obligations, of the \"Telectronics Group\" to make, have made, use,\nsell and have sold \"Cardiac Stimulation Devices\" under that License Agreement,\ndated February 14, 1994, between the \"Telectronics Group\" and the \"Lilly Group\",\nwithout the need for any consent from any member of the \"Lilly Group\" or any of\nits successors or permitted assigns thereunder (as all of the aforementioned\nterms are defined in such License Agreement.)\n\n                  4.16. EMPLOYEES AND RELATED AGREEMENTS; ERISA. (a) Except as\ndescribed in the Employee Benefits Schedule, no Seller is a party to or bound by\nany oral or written employee collective bargaining agreement, employment\nagreement (other than employment agreements terminable by any Seller without\npenalty on notice of 30 days or less under which the only monetary obligation of\nsuch Seller is to make current wage or salary payments and provide current\nfringe benefits), consulting, advisory or service agreement, deferred\ncompensation agreement, confidentiality agreement or covenant not to compete\n(other than confidentiality agreements and covenants not to compete entered in\nthe ordinary course with employees, agents and representatives). There are no\nmaterial controversies pending or, to any Seller's knowledge, threatened between\nany Seller and its employees or any labor union or other organization\nrepresenting or claiming to represent such employees' interests.\n\n                  (b) For purposes of this Agreement, (i) \"ERISA\" means the\nEmployee Retirement Income Security Act of 1974, as amended, and (ii) the term\n\"Employee Plan\" includes any pension, retirement, savings, disability, medical,\ndental, health, life (including, without limitation, any individual life\ninsurance policy under which an employee of any Seller is the named insured and\nas to which Seller makes premium payments, whether or not such Seller is the\nowner, beneficiary or both of such policy), death benefit, group insurance,\nprofit-sharing, deferred compensation, stock option, stock purchase, bonus,\nincentive, vacation pay, severance pay, or other employee benefit plan, trust,\narrangement, contract, agreement, policy or commitment (including, without\nlimitation, any pension plan as defined in Section 3(2) of ERISA (\"Pension\nPlan\"), and any welfare plan as defined in Section 3(1) of ERISA (\"Welfare\nPlan\")), whether or not any of the foregoing is funded or insured and whether\nwritten or oral, which is intended to provide or does in fact provide benefits\nto any employees of any Seller, and to which any Seller is a party or by which\nany Seller (or any of the rights, properties or assets of any Seller) is bound.\nExcept as described in the Employee Benefits Schedule, (i) none of the Sellers\nmaintain, nor are they required to contribute to, any Employee Plan on behalf of\nits employees; (ii) no employees of any Seller are covered under any Employee\nPlan; and (iii) each Employee Plan that is intended to be qualified under\nSection 401(a) of the Code, has received a favorable determination letter of the\nInternal Revenue Service stating that the plan meets the requirements of the\nCode and that the trust associated with the plan is tax-exempt under Section\n501(a) of the Code, copies of which have been furnished to Buyer.\n\n                  (c) None of the Sellers has ever contributed, or been\nobligated to contribute, to any multiemployer plan (within the meaning of\nSection 4001 of ERISA) with respect to the employees of any Seller.\n\n                  (d) To each Seller's knowledge, each Welfare Plan which is a\ngroup health plan (within the meaning of Section 5000(b)(1) of the Code)\ncomplies with, and has been maintained and operated in accordance with, each of\nthe health care continuation requirements of Section 162(k) of the Code as in\neffect for years beginning prior to 1989, Section 4980B of the Code for years\nbeginning after December 31, 1988, and Part 6 of Title I, Subtitle B of ERISA.\n\n                  (e) Except as disclosed on the Employee Benefits Schedule, no\nSeller has any liabilities for post-retirement welfare benefits, including\nretiree medical benefits.\n\n                  (f) To each Seller's knowledge, (i) each Employee Plan, the\nadministrator and fiduciaries of each Employee Plan, and each Seller have at all\ntimes complied in all material respects with the applicable requirements of\nERISA (including, but not limited to, the fiduciary responsibilities imposed by\nPart 4 of Title I, Subtitle B of ERISA), the Code and any other applicable\nRequirements of Law (including regulations and rulings thereunder) governing\neach Employee Plan, and (ii) each Employee Plan has at all times been properly\nadministered in all material respects in accordance with all such Requirements\nof Law, and in accordance with its terms to the extent consistent with all such\nRequirements of Law.\n\n                  (g) Except as disclosed on the Employee Benefits Schedule, no\nSeller is delinquent as to contributions or payments to or in respect of any\nEmployee Plan as to which such Seller is in any way obligated to make\ncontributions or payments, nor has any Seller failed to pay any assessments made\nwith respect to any such Employee Plan. All contributions and payments with\nrespect to Employee Plans that are required to be made by Sellers with respect\nto periods ending on or before the Closing Date (including periods from the\nfirst day of the then-current plan or policy year to and including the Closing\nDate) have been made or will be accrued before the Closing Date by Sellers in\naccordance with the appropriate actuarial valuation report or insurance\ncontracts or arrangements.\n\n                  (h) To each Seller's knowledge, with respect to each Employee\nPlan, there has not occurred, nor is any person contractually bound to enter\ninto, any non-exempt \"prohibited transaction\" within the meaning of Section 4975\nof the Code or Section 406 of ERISA.\n\n                  (i) No \"employee pension benefit plan\" (within the meaning of\nSection 3(2) of ERISA) subject to Title IV of ERISA, maintained by any Seller\nand covering current or former employees of such Seller, has been completely or\npartially terminated or has been the subject of a \"reportable event\" (within the\nmeaning of Section 4043 of ERISA) as to which notices would be required to be\nfiled with the Pension Benefit Guaranty Corporation, other than events\nreportable on Form 5310 of the Internal Revenue Service.\n\n                  (j) No proceeding by the Pension Benefit Guaranty Corporation\nto terminate any Pension Plan in accordance with Subtitle 1 of Title IV of ERISA\nhas been instituted, is, to the Sellers' knowledge, currently threatened or\ncould reasonably be expected to be threatened.\n\n                  4.17. CONTRACTS. Except as set forth in the Contracts\nSchedule, no Seller is a party to or bound by:\n\n                  (i) any consignment, distributor, dealer, manufacturer's\n         representative, sales agency, advertising representative or advertising\n         or public relations contract, agreement or commitment which such Seller\n         reasonably anticipates will involve the payment after the date hereof\n         of more than US$50,000 during the next succeeding fiscal year of a\n         Seller, or which extends beyond June 30, 1997;\n\n                  (ii) any contract, agreement or commitment regarding the\n         clinical testing of any product designed or manufactured by, or the\n         rights to which are held by, a Seller, which such Seller reasonably\n         anticipates will involve the payment after the date hereof of more than\n         US$50,000 during the next succeeding fiscal year of a Seller, or which\n         extends beyond June 30, 1997;\n\n                  (iii) any contract, agreement or commitment regarding the sale\n         or other disposition of products or services by any Seller, or for the\n         purchase of raw materials, products or services by any Seller, which\n         such Seller reasonably anticipates will involve the receipt or payment\n         after the date hereof of more than US$50,000 during the next succeeding\n         fiscal year of a Seller, or which extends beyond June 30, 1997;\n\n                  (iv) any guarantee or indemnification agreement for the\n         benefit of any third party;\n\n                  (v) any written employment contracts, agreements, arrangements\n         and commitments applicable to any employees of a Seller, excluding any\n         noncompetition, confidentiality or secrecy agreements, invention\n         disclosure or assignment agreements entered into in the ordinary course\n         with employees, agents and representatives and also excluding any\n         employment contracts, agreements or arrangement disclosed in the\n         Employee Benefits Schedule;\n\n                  (vi) any contract, agreement or commitment which provides for\n         the incurrence by a Seller of indebtedness for borrowed money;\n\n                  (vii) any non-compete agreement with any Persons (other than\n         non-compete agreements with sales representatives or distributors\n         entered into in the ordinary course and confidentiality agreements with\n         employees, agents and others entered into in the ordinary course);\n\n                  (viii) any partnership or joint venture agreement;\n\n                  (ix) any collective bargaining or other union agreement;\n\n                  (x) any contract, agreement or commitment pursuant to which\n         any person is granted a general or special power of attorney by any of\n         the Sellers; or\n\n                  (xi) any other contract, agreement, commitment, understanding\n         or instrument involving payment or receipt after the date hereof of\n         more than US$50,000 in the aggregate in the next succeeding fiscal year\n         of a Seller and not terminable without penalty by a Seller on sixty\n         (60) days' or less notice, or which is otherwise material to the U.S.\n         Operations.\n\n                  4.18. STATUS OF CONTRACTS. Except as set forth in the Status\n         of Contracts Schedule:\n\n                  (a) each of the leases, contracts and other agreements of\nSellers listed in the Real Property Schedule, the Personal Property Schedule,\nthe Proprietary Rights Schedule, the Employee Benefits Schedule and the\nContracts Schedule (collectively, the \"Seller Agreements,\" including therein the\nlicense agreements between Sellers or their Affiliates and Intermedics Inc. and\nCardiac Pacemakers, Inc. or their affiliates) constitutes a valid obligation of\nsuch Seller and, to each Seller's knowledge, the other parties thereto and is in\nfull force and effect;\n\n                  (b) no Seller has been declared to be in material breach or\nmaterial default under any of the Seller Agreements and, to each Seller's\nknowledge, no other party to any of the Seller Agreements is in material breach\nor material default thereunder; and\n\n                  (c) true and complete copies of all Seller Agreements,\nincluding any amendments thereto, have been made available to Buyer.\n\n                  4.19. ENVIRONMENTAL MATTERS.\n\n         Except as set forth on the Environmental Matters Schedule:\n\n                  (a) the operations of the Business are in compliance with\napplicable Environmental Laws, except for such matters that would not reasonably\nbe expected to result in a Material Adverse Effect;\n\n                  (b) Sellers have obtained all permits required under all\napplicable Environmental Laws (as herein defined) necessary to operate the\nBusiness as currently conducted, except where the failure to obtain such permits\nwould not reasonably be expected to result in a Material Adverse Effect;\n\n                  (c) neither Seller is the subject of any outstanding written\norder or contract with any Governmental Body regarding any release or threatened\nrelease of a Hazardous Substance (as defined below) or any remediation thereof;\n\n                  (d) neither Seller has received any written communication from\na Governmental Body or any third party alleging that such Seller is in violation\nof any Environmental Law, or any permit issued pursuant to Environmental Laws,\nor has any liability under any Environmental Law, except for such violations or\nliabilities which would not result in a Material Adverse Effect;\n\n                  (e) to each Seller's knowledge, the U.S. Operations are not a\ntreatment, storage or disposal facility of hazardous waste, as defined under 40\nC.F.R. Parts 260-270 or any state equivalent;\n\n                  (f) to each Seller's knowledge, there are no investigations of\nthe U.S. Operations, pending or threatened, which would reasonably be expected\nto lead to the imposition of any liability pursuant to any Environmental Law\nwhich would result in a Material Adverse Effect;\n\n                  (g) to each Seller's knowledge, there is not located at any of\nthe Real Property any (i) underground storage tanks, (ii) asbestos-containing\nmaterial, or (iii) equipment containing polychlorinated biphenyls in violation\nof any Environmental Law;\n\n                  (h) to each Seller's knowledge, Sellers have provided to Buyer\nall written environmentally related audits, studies, reports, analyses, and\nresults of investigations prepared by, or on behalf of, either Seller or their\nAffiliates since January 1, 1991 that have been performed with respect to\nSeller's currently or previously owned, leased or operated properties;\n\n                  (i) As used in this Agreement, (i) \"Environmental Laws\" means\nany federal, state or local statute, regulation, ordinance, or rule of common\nlaw in any way relating to the protection of the environment including, without\nlimitation, the Comprehensive Environmental Response, Compensation and Liability\nAct (42 U.S.C. ss. 9601 et seq.) (\"CERCLA\"), the Hazardous Materials\nTransportation Act (49 U.S.C. App. ss. 1801 et seq.), the Resource Conservation\nand Recovery Act (42 U.S.C. ss. 9601 et seq.), the Clean Water Act (33 U.S.C.\nss. 1251 et seq.), the Clean Air Act (42 U.S.C. ss. 7401 et seq.), the Toxic\nSubstance Control Act (15 U.S.C. ss. 2601 et seq.), the Federal Insecticide,\nFungicide and Rodenticide Act (7 U.S.C. ss. 136 et seq.), and the Occupational\nSafety and Health Act (29 U.S.C. ss. 651 et seq.), and the regulations\npromulgated thereto, and (ii) \"Hazardous Substance\" shall have the meaning\nassigned in CERCLA.\n\n                  4.20. LEGAL PROCEEDINGS. Except for the Litigation, the FDA\nConsent Decree and as set forth on the Legal Proceedings Schedule, there are no\nlegal, administrative, arbitration or other proceedings or governmental\ninvestigations pending, or, to each Seller's knowledge, threatened, against any\nof the Sellers or relating to the U.S. Operations.\n\n                  4.21. NO FINDER. None of the Sellers, nor any person acting on\ntheir behalf, has retained any broker, finder, investment banker or financial\nadvisor in connection with this Agreement or any transaction contemplated hereby\nfor which the Buyer may be liable.\n\n                                   ARTICLE V.\n\n                     REPRESENTATIONS AND WARRANTIES OF BUYER\n\n         As an inducement to Sellers to enter into this Agreement and to\nconsummate the transactions contemplated hereby, Buyer hereby represents and\nwarrants to Seller as follows:\n\n                  5.1. ORGANIZATION OF BUYER. Buyer is a corporation duly\norganized, validly existing and in good standing under the laws of the State of\nDelaware. Buyer is duly qualified to transact business as a foreign corporation\nand is in good standing in each of the jurisdictions in which Buyer's operations\nrequire that it qualify to transact business as a foreign corporation, except\nfor those jurisdictions where the failure to so qualify is not likely to have a\nmaterial adverse effect on Buyer's business or financial condition, or the\nability of Buyer to lawfully consummate the transactions contemplated by this\nAgreement in all material respects. Buyer has the corporate power and authority\nto conduct its operations as currently conducted.\n\n                  5.2. AUTHORITY OF BUYER. Buyer has the corporate power and\nauthority to execute and deliver this Agreement and the Buyer Ancillary\nDocuments (as defined in Section 9.6(c)) and to perform its obligations\nhereunder and thereunder. Buyer's execution, delivery and performance of this\nAgreement and the Buyer Ancillary Documents has been duly authorized and\napproved by Buyer's board of directors. This Agreement has been, and the Buyer\nAncillary Documents will be, duly executed and delivered by Buyer, and assuming\ndue authorization, execution and delivery by each Seller, this Agreement is, and\nthe Buyer Ancillary Documents will be, the legal, valid and binding obligation\nof Buyer enforceable in accordance with their terms, subject to general\nprinciples of equity and except as enforceability may be limited by applicable\nbankruptcy, insolvency, reorganization or other similar laws of general\napplication relating to creditor's rights.\n\n                  5.3. ABSENCE OF BUYER CONFLICTS. The execution and delivery of\nthis Agreement and the Buyer Ancillary Documents, and the consummation of the\ntransactions contemplated hereby and thereby, will not:\n\n                  (i) conflict with, result in a breach of the terms, conditions\n         or provisions of, or constitute a default, an event of default or an\n         event creating rights of acceleration, termination or cancellation, or\n         result in the creation or imposition of any Encumbrance upon Buyer's\n         assets under (1) the charter or by-laws of Buyer, (2) any material\n         note, instrument, agreement, mortgage, lease, license, franchise,\n         permit or other authorization, right, restriction or obligation to\n         which Buyer is a party or any of its properties is subject, (3) any\n         Court Order to which Buyer is a party or by which it is bound, or (4)\n         any Requirements of Law affecting Buyer; or\n\n                  (ii) require the approval, consent, authorization or act of,\n         or the making by Buyer of any declaration, filing or registration with,\n         any Person, except in each case, for any of the foregoing individually\n         or in the aggregate which would not be reasonably expected to have a\n         material adverse effect on Buyer or its business taken as a whole or\n         materially hinder or impair the consummation of the transactions\n         contemplated hereby.\n\n                  5.4. NO FINDER. Neither Buyer nor any person acting on its\nbehalf has retained any broker, finder, investment banker or financial advisor\nin connection with this Agreement, or any transaction contemplated hereby, for\nwhich Sellers may be directly or indirectly liable.\n\n                  5.5. FINANCIAL ABILITY. Buyer has the financial ability to\nconsummate the transactions contemplated by this Agreement, the Buyer Ancillary\nDocuments and the International Purchase Agreements and has furnished, or will\nfurnish, Sellers with satisfactory written evidence thereof.\n\n                                   ARTICLE VI.\n\n                        ACTIONS PRIOR TO THE CLOSING DATE\n\n         Buyer and Sellers covenant and agree to take the following actions\nbetween the date hereof and the Closing Date:\n\n                  6.1. BUYER'S INVESTIGATION. Each Seller shall provide Buyer\nand its representatives with reasonable access during normal business hours to\nthe offices, properties, employees and business and financial records of\nSellers, and shall furnish to Buyer or its representatives such additional\ninformation concerning the Purchased Assets and the U.S. Operations as shall be\nreasonably requested; PROVIDED, HOWEVER, that no Seller shall be required to\nviolate any obligation of confidentiality to which it is subject in discharging\nits obligations pursuant to this Section 6.1. Buyer agrees that it will conduct\nsuch investigation in a manner which does not unreasonably interfere with the\noperations of the Business.\n\n                  6.2. PRESERVE ACCURACY OF REPRESENTATIONS AND WARRANTIES. Each\nof the parties hereto shall use its best efforts to refrain from taking any\naction which would render any representation or warranty contained in this\nAgreement inaccurate as of the Closing Date. Each party shall promptly notify\nthe other of any action, suit or proceeding that is instituted or threatened\nagainst such party to restrain, prohibit or otherwise challenge the legality of\nany transaction contemplated by this Agreement. Sellers shall promptly notify\nBuyer of any lawsuit, claim, proceeding or investigation that may be threatened,\nbrought, asserted or commenced against any Seller which would have been required\nto be listed in the Legal Proceedings Schedule if such lawsuit, claim,\nproceeding or investigation had arisen prior to the date hereof.\n\n                  6.3. OPERATIONS PRIOR TO THE CLOSING DATE. (a) Each Seller\nshall operate and carry on the U.S. Operations only in the ordinary course and\nsubstantially as presently operated or as proposed to be operated (as previously\ndiscussed with Buyer), or as hereafter agreed to by Buyer. Consistent with the\nforegoing, each Seller shall use its reasonable efforts consistent with good\nbusiness practice to: preserve the goodwill of the suppliers, contractors,\nlicensors, employees, customers, sales representatives, distributors and others\nhaving business relations with the U.S. Operations; continue in effect all\nmaterial existing policies of insurance (or comparable insurance) with\nthird-party carriers of or relating to the Business; keep available the services\nof the present officers, employees and agents of the Business; continue\nproduction and promotional and sales efforts in accordance with existing plans\nand forecasts; and comply in all material respects with its obligations pursuant\nto the FDA Consent Decree.\n\n                  (b) Notwithstanding Section 6.3(a), except as expressly\ncontemplated by this Agreement or as required pursuant to the FDA Consent\nDecree, no Seller shall take any of the following actions, other than in the\nordinary course of the conduct of the Business, as now conducted or as proposed\nto be conducted (as previously discussed with Buyer), or as hereafter agreed to\nby Buyer, without the prior written approval of Buyer:\n\n                  (i) make any material change in the conduct of the U.S.\n         Operations;\n\n                  (ii) enter into any contract, agreement, undertaking or\n         commitment which would have been required to be set forth in the\n         Contracts Schedule if in effect on the date hereof, or enter into any\n         contract which cannot be assigned to Buyer or a permitted assignee of\n         Buyer;\n\n                  (iii) enter into any contract for the purchase of real\n         property or for the sale of any Owned Real Property;\n\n                  (iv) sell, lease (as lessor), transfer or otherwise dispose\n         of, mortgage or pledge, or impose or suffer to be imposed any\n         Encumbrance on, any of the Purchased Assets, other than Inventory and\n         minor amounts of personal property sold or otherwise disposed of in the\n         ordinary course of business, and other than Permitted Encumbrances;\n\n                  (v) cancel any debts owed to or claims held by it, other than\n         in the ordinary course of business or to the extent that such debts or\n         claims constitute Excluded Assets or Excluded Liabilities;\n\n                  (vi) create, incur or assume any indebtedness for borrowed\n         money or enter into, as lessee, any capitalized lease obligation;\n\n                  (vii) accelerate or delay collection of any notes or accounts\n         receivable generated by the U.S. Operations in advance of or beyond\n         their regular due dates or the dates when the same would have been\n         collected in the ordinary course of the business;\n\n                  (viii) delay or accelerate payment of any account payable or\n         other liability of the U.S. Operations beyond or in advance of its due\n         date or the date when such liability would have been paid in the\n         ordinary course of business;\n\n                  (ix) amend, terminate or give notice of termination with\n         respect to any existing agreement, contract or commitment to which\n         Seller is a party, or waive any material rights thereunder; or\n\n                  (x) agree to do any of the foregoing.\n\n                  6.4. ANTITRUST LAW COOPERATION. Buyer and Sellers shall\ndiligently and in good faith cooperate with each other and with the Federal\nTrade Commission (the \"FTC\") and the Antitrust Division of the Department of\nJustice (the \"DOJ\") to file the notifications and further information required\nto be filed under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as\namended, or any rules and regulations promulgated thereunder (collectively, the\n\"HSR Act\"), with respect to the transactions contemplated hereby and to seek\nearly termination and expiration of the waiting period thereunder. Buyer and\nSellers agree that each will make their initial filing regarding the\ntransactions contemplated by this Agreement with the FTC and the DOJ no later\nthan October 3, 1996. Buyer and Sellers agree to make available to the other,\nsuch information as each of them have provided to any Governmental Body pursuant\nto the HSR Act and any such rules and regulations thereunder.\n\n                  6.5. LITIGATION COOPERATION. Buyer and each Seller shall\ndiligently and in good faith cooperate with each other in order to defeat any\nefforts by parties to the Litigation (or others) to obtain the issuance of any\norder, decree or ruling, restraining, enjoining or otherwise prohibiting or\ndelaying the lawful consummation of the transactions contemplated hereby. Buyer\nand Sellers shall take any and all actions reasonably necessary to prevent the\nentry of any order, preliminary or permanent injunction, or other legal\nrestraint or prohibition preventing consummation of the transactions\ncontemplated hereby and to lift, mitigate or rescind the effect of any\nlitigation or administrative proceeding adversely affecting the consummation of\nthe transactions contemplated hereby.\n\n                                  ARTICLE VII.\n\n                              ADDITIONAL AGREEMENTS\n\n                  7.1. [RESERVED].\n\n\n                  7.2. EMPLOYEES AND EMPLOYEE BENEFIT PLANS. (a) The Retained\nEmployee Schedule contains a list of all employees that Sellers expect to retain\nas employees after the Closing Date (collectively, the \"Retained Employees\").\nBuyer and its affiliates shall not hire any of the Retained Employees for a\nperiod of two (2) years following the Closing Date (except that the foregoing\nshall not apply to any Retained Employee whose employment has been terminated by\na Seller, or any Affiliate of a Seller), nor induce, solicit or encourage any\nsuch Retained Employees to terminate their employment with Sellers. Buyer shall\noffer employment on an \"at will\" basis to all employees of Sellers (other than\nRetained Employees) who are actively employed on the Closing Date, and such\npersons who accept such offer shall be hereafter referred to as \"Transferred\nEmployees.\" Each such offer of employment shall be on substantially the same\nterms and conditions of employment and which are, in the aggregate,\nsubstantially as favorable as those under which such person is employed\nimmediately prior to the Closing Date. Buyer shall also offer employment on an\n\"at will\" basis to each employee of Sellers who is temporarily absent from\nactive employment on the Closing Date (the \"Inactive Employees\") upon\ntermination of such temporary absence, provided such employee is able to perform\nthe essential functions of the position he or she previously held with Sellers\nprior to such absence, and any such employee shall be treated as a Transferred\nEmployee from and after his or her date of employment with Buyer. At the\nClosing, Sellers shall deliver a schedule of such Inactive Employees to Buyer.\nBuyer may, on account of a reduction in force program and subject to applicable\nlaws, elect not to offer employment to any Inactive Employee in accordance with\nthe foregoing sentence, and instead make payments to Sellers regarding such\nInactive Employees equal to the amounts payable to such Inactive Employees under\n(x) the applicable Seller's severance plan, and (y) all other benefits, programs\nor laws applicable to such Inactive Employees (to the extent Buyer would be\nrequired hereunder to make such payments if such employee were a Transferred\nEmployee). After the Closing, and subject to applicable laws and existing\nemployment terms (to the extent such employment terms are Buyer's responsibility\nwith respect to Transferred Employees), Buyer shall have the right, at any time,\nto dismiss any or all Transferred Employees at any time, with or without cause,\nand to change the terms and conditions of their employment (including\ncompensation and employee benefits provided to them).\n\n                  (b) Each Seller shall be responsible for the payment of any\nseverance pay and other benefits or amounts due to any Retained Employee (but\nonly to the extent Seller is legally obligated to provide any such benefits to\nsuch employee through the Closing Date). Buyer shall be responsible for the\npayment of any wages, severance pay, benefits, or any other obligation to any\nperson who is a Transferred Employee to the extent set forth on the Employee\nBenefits Schedule and the letter agreement between Buyer and Sellers of even\ndate herewith covering certain Enhanced Benefit Programs (as defined therein.)\nIn addition, if any employee chooses not to accept employment with Buyer, then\nsuch employee shall be entitled to receive from Buyer severance payments, if any\nare due, under existing severance arrangements, provided that if Sellers have\nexplicitly promised any of their employees that such employees would be entitled\nto severance payments upon rejection of an offer of employment from Buyer, then\nsuch severance payments shall be Sellers' responsibility.\n\n                  (c) Each Seller shall retain liability for any health care\ncontinuation coverage required to be provided under Section 4980 of the Code and\nPart 6 of Title I, Subtitle B of ERISA to employees (and their spouses and\ndependents) terminated at or prior to the Closing Date.\n\n                  (d) Each Seller shall retain all liability otherwise borne by\nthe employer for any Transferred Employee (or dependent of a Transferred\nEmployee) who is hospitalized or otherwise receiving inpatient care as of the\nClosing Date, until such employee or dependent is discharged.\n\n                  (e) Buyer shall only be responsible and liable for any claim\nof any Transferred Employee arising under any state workers' compensation or\nsimilar law or any health, short-term disability, long-term disability or other\npolicy or benefit which is based upon any occurrence after the Closing Date.\n\n                  (f) Buyer shall cover all Transferred Employees under benefit\nand welfare plans which provide benefits that, at a minimum, are substantially\ncomparable in the aggregate to those benefits provided under plans heretofore\nmaintained by the Sellers. In addition, effective as of the Closing Date, Buyer\nshall cause each Transferred Employee to be covered under a group health plan,\nas defined in Section 607(1) of ERISA, which does not contain any exclusion or\nlimitation with respect to any preexisting condition for which the Sellers'\ngroup health plans provide benefits. A Transferred Employee's service with a\nSeller (either as actually performed or as credited to such employee under a\nprior written agreement) which is credited under Sellers' welfare benefit plans\nshall be taken into account for the purpose of determining eligibility for\nparticipation and vesting under any similar benefit or welfare plan maintained\nby Buyer in which such Transferred Employee may become eligible to participate.\nAny eligible health and dental expenses incurred by a Transferred Employee\nbetween January 1, 1996 and the Closing Date shall be taken into account by\nBuyer's health and dental plans, if any, for the purposes of satisfying such\nemployee's individual or family deductible or coinsurance requirements and\nsatisfaction of maximum out-of-pocket provisions for the Buyer's first plan year\nending after the Closing Date to the same extent as if they had been incurred\nafter the Closing Date under Buyer's health and dental plans.\n\n                  (g) Prior to the Closing, except to the extent required by\nlaw, Sellers shall not pay any Transferred Employees their accrued and unpaid\nvacation, and Buyer shall provide, without duplication of benefits, all\nTransferred Employees with vacation time rather than cash in lieu of vacation\ntime for all vacation earned and unpaid through the Closing Date, but only to\nthe extent properly accrued or otherwise reserved for in the Year End Balance\nSheet or accrued thereafter in the ordinary course of business and set forth in\nthe financial books and records of Sellers as at the Closing Date.\n\n                  7.3. POST-CLOSING REMITTANCES. If, after the Closing Date, any\nSeller receives any remittance from any account debtors with respect to any\naccounts or Receivables included in the Purchased Assets, such Seller shall\npromptly endorse and forward such remittance to Buyer. Conversely, if, after the\nClosing Date, Buyer or its Affiliates shall receive any remittance from any\naccount debtors in payment of any accounts or receivables included in the\nExcluded Assets, or not otherwise payable to Buyer or its Affiliates, then Buyer\nor its Affiliates, as applicable, shall promptly endorse and forward such\nremittance to the order of the applicable Seller.\n\n                  7.4. CONVEYANCE AND TRANSFER OF OWNED REAL PROPERTY.\n\n                  (a) Not less than ten (10) days prior to Closing, Sellers\nshall deliver (i) a current binding commitment for the issuance of a standard\nfee owner's title insurance policy (the \"Title Commitment\") from a reputable\ntitle insurance company reasonably acceptable to Buyer, insuring title to each\nparcel of the Owned Real Property in Buyer as prospective fee owner, in an\namount equal to the amount of the Purchase Price allocated to the Owned Real\nProperty, and (ii) surveys (the \"Surveys\") of the Owned Real Property made by a\nregistered land surveyor bearing a certificate addressed to Buyer and Buyer's\ntitle insurance company, signed by the surveyor, certifying that the Survey was\nactually made on the ground and that there are no encumbrances except as shown.\nAt Closing, Sellers shall cause to be delivered to Buyer the final title\ninsurance policy for the Owned Real Property dated as of the Closing Date issued\nin favor of Buyer. If a title policy cannot be issued at Closing, Sellers shall\ndeliver to Buyer a marked-up unconditional binder for such insurance dated as of\nthe Closing Date, in a form reasonably acceptable to Buyer. Sellers shall pay\n(i) all premiums and other expenses relating to such Title Commitment, Survey\nand title insurance policy including, without limitation, the title insurance\npremium, and (ii) all transfer taxes and recording fees payable by reason of the\ndelivery or recording of the warranty deeds to the Owned Real Property.\n\n                  (b) At the Closing, Sellers shall deliver warranty deeds to\nthe Owned Real Property sufficient to convey to Buyer good and marketable title\nto such Owned Real Property, free and clear of all Encumbrances except for\nPermitted Encumbrances.\n\n                  7.5. COOPERATION IN LITIGATION. (a) For so long as any Seller\nor an Affiliate is contesting, pursuing, defending or attempting to settle any\npending or threatened charge, complaint, action, suit, proceeding, hearing,\ninvestigation, claim or demand (whether within the United States or elsewhere),\nor pursuing any claim in connection with any fact, situation, circumstance,\nstatus, condition, activity, practice, plan, occurrence, event, incident,\naction, failure to act, or transaction on or prior to the Closing Date involving\nthe Business, including, but not limited to, the Litigation, Buyer and its\nAffiliates shall cooperate with Sellers, their Affiliates and their\nrepresentatives in such contest, pursuit, defense or settlement, including, but\nnot limited to, the following:\n\n                  (i) allowing and accommodating the Consultants (as defined\n         below) to perform their obligations pursuant to the Consulting\n         Agreements (as defined below); and\n\n                  (ii) providing any of the Sellers' advisors (including,\n         without limitation, lawyers, accountants, doctors, researchers and\n         other experts or consultants retained, employed or otherwise\n         compensated by Seller), full access to Transferred Employees, Purchased\n         Assets, books, records (including, without limitation, manufacturing,\n         design and compliance records related to regulatory compliance matters\n         concerning the manufacture or sale of any products), documents, data,\n         equipment, facilities, products, parts, prototypes and other\n         information regarding the Business as Seller or any of its Affiliates\n         or representatives may request in connection with the Litigation, to\n         the extent maintained in or under the possession or control of Buyer or\n         its Affiliates.\n\nSellers shall reimburse Buyer and its Affiliates for their reasonable\nout-of-pocket expenses paid to third parties in performing their obligations\npursuant to this Section 7.5(a), but otherwise at no expense to Sellers or their\nAffiliates. Notwithstanding the foregoing, if Buyer notifies either Seller that\nthe performance by it of such obligations is anticipated to involve\nsubstantially all of one or more of its employees full time efforts for more\nthan two (2) consecutive days, Sellers shall engage other personnel to assist in\nperforming such obligations at Sellers' expense.\n\n                  (b) Buyer acknowledges and agrees that the Sellers or one of\ntheir Affiliates may enter into consulting agreements substantially in the form\nattached as Exhibit A (collectively, the \"Consulting Agreements\") with James\nDennis, Tom Brown, Gary Pehrson, Larry Wettlaufer, Robert Musmano, Steve Webb,\nVincent Doerr, Michael Skalsky, Catherine Livingstone, Peter Crosby, David\nWhite, Alan Rebell, Keith Daniel, Colleen Sutton, Judith Nagey, Angel Cuesta,\nDavid Goslee, Jose Besada, Alex Lamm, Vince Cutulo, Larry Cutulo, Ken Collins,\nDr. David Macgregor, Mike Andrews, Joanne Fee, Jim Fortino, Lucille Zwanzig, Sue\nSutton Jones, Mark Happ, Brian Starling, Stuart McConchie, Susan Almon, Mary\nOverland and Cheryl Schwisow and such others as Sellers may determine\n(collectively, the \"Consultants\"). Buyer shall take no action to prevent or\ndiscourage the Consultants from entering into such Consulting Agreements or in\nperforming their duties thereunder. Buyer also acknowledges and agrees that\nSellers shall retain those records relating to or which may relate to the\nLitigation, the Excluded Assets and Excluded Liabilities as referred to in\nSection 1.2(f), and that Sellers may remove such records, at Sellers' expense,\nfrom their present location; provided that Buyer shall have access thereto as\nprovided in Section 7.6(b) below.\n\n                  (c) Except as may be provided by the indemnification\nprovisions of Section 10.1, Buyer and its Affiliates shall be responsible for\nthe fees and costs of any legal counsel or other consultants it or they may\nretain in connection with the Litigation.\n\n                  (d) In connection with the matters referenced in this section,\nSellers and their Affiliates shall use commercially reasonable efforts,\nconsistent with their desire to vigorously defend any litigation, not to\nunreasonably interfere with the ongoing conduct of the Business by Buyer. The\nobligations of each party pursuant to this Section 7.5 shall survive the\nClosing.\n\n                  7.6. ACCESS TO RECORDS AFTER CLOSING. (a) After the Closing\nDate, Buyer agrees that it will give, or cause to be given, to Sellers, their\nAffiliates, their successors and their representatives, such access to the\nfacilities, equipment, data, employees, properties, titles, contracts, books,\nrecords, files, documents and affairs of the Business as is reasonably necessary\nto allow Sellers or their successors to obtain information in the Buyer's\npossession with respect to the Litigation, the matters described in Section\n7.10, any other Excluded Liabilities or any claims, demands, audits, suits, Tax\nmatters, regulatory matters or other matters, relating to either of the Sellers\nas the previous owner and operator of the Business, and (at Sellers' or their\nsuccessors' expense) to make copies of such information to the extent reasonably\nnecessary. To the extent that the Purchased Assets include either Seller's\nrights, title or interest in or to any software (whether object or service code)\nused by the Accufix Research Institute, Buyer hereby grants to Sellers, the\nAccufix Research Institute and their Affiliates, a perpetual, non-exclusive,\nirrevocable, royalty-free, paid-up license to use such software, provided that\nSellers shall not have the right to sub-license such rights to any person other\nthan any present or future Affiliate of either Seller.\n\n\n                  (b) After the Closing Date, Sellers agree that they will give,\nor cause to be given, to Buyer, its successors and its representatives, such\naccess to the facilities, equipment, data, employees, properties, titles,\ncontracts, books, records, files, documents and affairs of Sellers associated\nwith the Business as is reasonably necessary to allow Buyer or Buyer's\nsuccessors to obtain information with respect to the matters described in\nSection 7.10, any claims, demands, audits, suits, Tax matters, regulatory\nmatters or other matters relating to Buyer as the new owner and operator of the\nBusiness, and (at Buyer's or its successors' expense) to make copies of such\ninformation to the extent reasonably necessary.\n\n                  (c) The obligations of each party pursuant to this Section 7.6\nshall survive the Closing.\n\n                  7.7. DISPOSITION OF CERTAIN INFORMATION. No party shall\ndispose of any of the contracts, books, records, materials, files or documents\nreferred to in Sections 7.5 or 7.6 during the seven (7) year period subsequent\nto the Closing Date. Upon the expiration of such seven (7) year period, if at\nany time following the Closing, Buyer or any Seller wishes to dispose of any of\nthe contracts, books, records, materials, files or documents referred to in\nSections 7.5 or 7.6 of this Agreement, such party (the \"Disposing Party\") shall\nnotify the other party hereto (the \"Nondisposing Party\") in writing (with\nreasonable specification of the contracts, books, records, materials, files or\ndocuments to be disposed of) of its intentions with respect thereto. The\nNondisposing Party shall, if it wishes to obtain possession of any of the\ncontracts, books, records, materials, files or documents to which said notice\napplies, notify the Disposing Party in writing within ninety (90) days of the\ndate of the Disposing Party's notice to the Nondisposing Party, to ship said\ncontracts, books, records, materials, files or documents (at the Nondisposing\nParty's expense and pursuant to the Nondisposing Party's reasonable\ninstructions) to the Nondisposing Party, or to a location designated in the\nNondisposing Party's notice. If the Nondisposing Party fails to so notify the\nDisposing Party, the Disposing Party shall be free to dispose of the contracts,\nbooks, records, materials, files or documents referred to in the Disposing\nParty's notice in any manner, including destruction thereof, not otherwise\ninconsistent with the terms of the Agreement. The obligations of each party\npursuant to this Section 7.7 shall survive the Closing.\n\n                  7.8. BULK SALES LAWS. Buyer waives compliance by Sellers with\nthe provisions of any \"bulk sales laws\" or similar codification of Article 6 of\nthe Uniform Commercial Code, which may be applicable to the transactions\ncontemplated by this Agreement.\n\n                  7.9. CERTAIN DISCLOSURES. Buyer agrees that neither it nor its\nAffiliates shall make any press release or other public announcement which\ndisparages the manner in which the Business was conducted by Sellers or their\nAffiliates, the design, methods of manufacture or any other aspect or component\nof the Active Lead Products, the Passive Lead Products or any other product of\nthe Business, or which admits any wrongdoing, negligence or other improper act\nor omission by Sellers or their Affiliates in their conduct of the Business or\nthe Litigation (or any Sellers' role in any of the foregoing), without the prior\nwritten approval of Sellers, which shall not be unreasonably withheld. The\nobligations of Buyer pursuant to this Section 7.9 shall survive the Closing.\n\n                  7.10. CERTAIN ONGOING FDA MATTERS. Following the Closing,\nBuyer shall assume, discharge and hold Sellers harmless from and against all\nobligations, undertakings and other responsibilities with respect to all pending\nregulatory matters and regulatory compliance responsibilities relating to the\nPurchased Assets or the Business or with respect to monitoring and reporting\nrequirements concerning medical devices, parts or components previously sold by\nSellers which arise after the Closing Date, including, without limitation, those\narising pursuant to the Federal Food, Drug and Cosmetic Act 21 U.S.C. ss. 321\net. seq., as amended, and the regulations promulgated thereunder (collectively,\nthe \"FDC Act\") excepting, however, any such obligations, undertakings or other\nresponsibilities concerning the Active Lead Products or the Passive Lead\nProducts. Such obligations, undertakings and other responsibilities to be so\nassumed by Buyer shall include, without limitation: (a) all registration and\nlisting requirements pursuant to the FDC Act concerning manufacturing\nestablishments of medical device manufacturers or marketed medical devices or\nthe repair or reconditioning of medical devices; (b) all failure investigation,\nreporting and record retention requirements required by FDA Requirements of Law\nconcerning good manufacturing practices; (c) all medical device reporting\nrequirements applicable to manufacturers of medical devices; (d) all device\ntracking requirements; (e) notification (limited to giving notice to physicians\nor their patients or retrieving unimplanted product, specifically excluding,\nhowever, any repair, replacement or recall obligations which may be required\npursuant to the FDC Act for products sold by or for the Business prior to the\nClosing Date to unaffiliated third party purchasers, or which are part of\nSeller's \"finished goods inventory\" as of the Closing Date (provided that for\npurposes of this Agreement, any products which the Sellers or the Business are\nprohibited from selling under any Requirements of Law by virtue of the FDA\nConsent Decree shall not be deemed to be part of the \"finished goods\ninventory\")), repair, replacement, refund and mandatory recall obligations under\nthe FDC Act; (f) any post-market surveillance studies of medical devices; and\n(g) any post-approval requirements imposed by the FDA on any medical device.\nNotwithstanding the foregoing assumption by Buyer, to the extent that any Seller\nremains obligated to take any action under the foregoing regulatory\nrequirements, then Buyer shall fully cooperate with and assist Seller in all\nreasonable respects as requested by such Seller in complying with such\nregulatory requirements. On the Closing Date, Buyer shall notify the FDA in\nwriting that Buyer has assumed the regulatory responsibilities of the Sellers\nand the Business described in this section. The obligations of each party\npursuant to this Section 7.10 shall survive the Closing.\n\n                  7.11. SPECIAL REMEDIES. Notwithstanding anything to the\ncontrary contained herein, the parties agree that irreparable harm would result\nfrom any breach of Sections 7.5, 7.6, 7.7, 7.9 or 7.10, and that in the event of\nsuch actual, purported or threatened breach, specific performance or other\ninjunctive relief shall be an appropriate remedy. The obligations of each party\npursuant to this Section 7.11 shall survive the Closing.\n\n                  7.12. NONCOMPETITION. (a) Each Seller agrees that for a period\nof five full years after the Closing Date, neither it nor any of its Affiliates\nshall engage anywhere in the world, either directly or indirectly, as a\nprincipal or for its own account or solely or jointly with others, or as a\nstockholder in any corporation or joint stock association, in the manufacture\nand\/or sale or cardiac arrhythmia devices in competition with the products of\nthe Business (a \"Competing Business\"); provided that nothing herein shall\nprohibit (x) the acquisition or ownership of up to 5% of the outstanding voting\nsecurities of any corporation or other person which is publicly owned or (y) the\nownership and disposition of the Excluded Assets.\n\n                  (b) Each Seller agrees that for a period of two years after\nthe Closing Date, it will not employ any Transferred Employee without Buyer's\nwritten consent, except that this section shall not apply to any such employee\nwhose employment has been terminated by Buyer (or any affiliate of Buyer), or to\nthe retention of the Consultants pursuant to the Consulting Agreements.\n\n                  (c) If any provision contained in this section shall for any\nreason be held invalid, illegal or unenforceable in any respect, such\ninvalidity, illegality or unenforceability shall not affect any other provisions\nof this Section, but this section shall be construed as if such invalid, illegal\nor unenforceable provision had never been contained herein. It is the intention\nof the parties that if any of the restrictions or covenants contained herein is\nheld to cover a geographic area or to be for a length of time which is not\npermitted by applicable law, or in any way construed to be too broad or to any\nextent invalid, such provision shall not be construed to be null, void and of no\neffect, but to the extent such provision would be valid or enforceable under\napplicable law, a court of competent jurisdiction shall construe and interpret\nor reform this section to provide for a covenant having the maximum enforceable\ngeographic area, time period and other provisions (not greater than those\ncontained herein) as shall be valid and enforceable under such applicable law.\nEach Seller acknowledges that Buyer would be irreparably harmed by any breach of\nthis section and that there would be no adequate remedy at law or in damages to\ncompensate Buyer for any such breach. Each Seller agrees that Buyer shall be\nentitled to injunctive relief requiring specific performance by it of this\nsection, and each Seller consents to the entry thereof.\n\n                  7.13. FORMS W-2. If the Closing occurs prior to January 1,\n1997, Buyer shall use the \"Alternative Procedure\" provided in Section 5 of\nRevenue Procedure 84-77 with respect to filing and furnishing Internal Revenue\nService Forms W-2, W-3 and 941 for the 1996 calendar year. Under such\n\"Alternative Procedure,\" (i) Sellers and Buyer each shall report on a\npredecessor-successor basis as set forth in such Revenue Procedure, (ii) Sellers\nshall be relieved from furnishing Forms W-2 to Transferred Employees, and (iii)\nBuyer shall assume the obligations of Sellers to furnish such Forms W-2 to such\nTransferred Employees for the full 1996 calendar year. Buyer also shall use such\nsimilar procedures and make similar elections under state or local tax laws.\nBuyer shall be responsible for filing and furnishing Internal Revenue Service\nForms W-2, W-3 and 941 for the 1996 calendar year.\n\n                  7.14. INTERNATIONAL PURCHASE AGREEMENTS; OTHER AGREEMENTS. On\nor before 30 days following the date hereof, (i) Buyer and its Affiliates shall\nenter into the International Purchase Agreements with Sellers and their\nAffiliates to the extent not executed simultaneous with the execution of this\nAgreement (such International Purchase Agreements to be substantially in the\nform as those heretofore delivered to Buyer, except as modified to provide for\nthe same terms and provisions as are contained in this Agreement, and except as\nnecessary or desirable to comply with local laws and regulations or unique\naspects of the Business there conducted; such agreements shall provide that (a)\nBuyer assumes Sellers' \"Retirement\/Pension Obligations\" listed on the Employee\nBenefits Schedule, (b) Sellers shall do all things necessary to accomplish the\nassumption of such obligations by Buyer and (c) Sellers will transfer to Buyer\ninsurance contracts or other assets to fully fund the assumed Retirement\/Pension\nObligations of Sellers as of the Closing; \"Retirement\/Pension Obligations\" means\nthe actual liability to provide all retirement benefits to Transferred Employees\non a fully funded basis as of the Closing Date, calculated based upon the\napplicable actuarial rules of the governing jurisdiction regardless of whether\nan amount less than such actual liability is reported on the Seller's financial\nstatements under financial statements under applicable tax or accounting rules;\n(notwithstanding the foregoing, Buyer shall pay its own costs and expenses in\nestablishing any retirement or pension program covering Transferred Employees),\n(ii) Sellers, Buyer and their Affiliates shall amend the Adjustment Agreement to\nadd as parties thereto any signatories to the International Purchase Agreements\nwhich are executed after the date hereof, and (iii) Sellers, Buyer and their\nAffiliates shall enter into a mutually acceptable shared services agreement\nregarding management information services and administrative matters regarding\nthe operation of the Accufix Research Institute after the Closing Date.\n\n                  7.15. FINANCIAL STATEMENT PREPARATION. Sellers and their\nAffiliates shall use their best reasonable efforts to assist Buyer in the timely\npreparation of any financial statements required to be filed by Buyer or its\nAffiliates with respect to the Business pursuant to the United States federal\nsecurities laws (on a United States GAAP basis), provided that Buyer agrees to\nbear all incremental expenses incurred by Sellers or their representatives\n(including, without limitation, any auditor's fees) in connection with the\npreparation of such financial statements.\n\n                  7.16. CORPORATE EXISTENCE. For the period of time commencing\non the date hereof and ending on the second (2nd) anniversary of the Closing\nDate, neither Seller shall be liquidated, dissolved, merged with or into any\nthird party, reorganized or otherwise be the subject of any transaction or\naction that would alter its corporate existence and ownership as they exist on\nthe date hereof. In addition, during such two (2) year period, the Purchase\nPrice shall not be distributed or transferred to any Affiliate of Sellers for\nany reason, and shall be expended only to pay the debts and obligations of\nSellers to unaffiliated third parties (including any obligations due and owing\nto Buyer and its Affiliates hereunder).\n\n                  7.17. CERTAIN PRODUCTS. The parties acknowledge that certain\nproducts previously manufactured by the Business which contain plutonium are\ncurrently located at the Miami Lakes, Florida facility. The parties agree that\nsuch products may remain in their current location (and Sellers and their\nAffiliates will have access to such products during normal business hours),\nuntil the later to occur of eighteen (18) months after the Closing Date, or\nBuyer selling or otherwise transferring its ownership interest in the facility\nwhere such products are currently located. Upon the expiration of such period,\nSellers or their Affiliates shall remove, store and be responsible for such\nproducts and any future returns of other such products at their own expense.\n\n                  7.18. CERTAIN RETENTION BONUSES. If either Seller has paid any\namounts to sales representatives pursuant to the Retention Plan (as defined in\nSection 3.2(i)) prior to the Closing Date, Buyer shall reimburse Sellers for\nthirty-two and one-half percent (32.5%) of such amounts at the Closing. If Buyer\npays any amounts to sales representatives pursuant to the Retention Plan after\nthe Closing Date, Sellers shall reimburse Buyer for thirty-two and one-half\npercent (32.5%) of such amounts within 30 days after such payments are made. All\nreimbursements pursuant to this section shall be accompanied by interest on the\nactual amount of the reimbursement due, with interest accruing after the date\npayment is made pursuant to the Retention Plan up to and including the date of\nreimbursement pursuant to this section, at the prevailing prime rate reported\nfrom time to time in the WALL STREET JOURNAL.\n\n                                  ARTICLE VIII.\n\n                  CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER\n\n         Buyer's obligations pursuant to this Agreement shall be contingent on\nthe satisfaction of the following conditions, at or prior to the Closing Date:\n\n                  8.1. NO MISREPRESENTATION OR BREACH OF COVENANTS AND\nWARRANTIES. The representations and warranties made by Sellers in this Agreement\nwhich are qualified by a reference to materiality or Material Adverse Effect\nshall be true and correct, and such other representations and warranties made by\nSellers in this Agreement shall be true and correct in all material respects, on\nand as of the Closing Date as if made on such date (except to the extent that\nsuch representations and warranties speak as of an earlier date, in which case\nsuch representations and warranties shall be true and correct as of such date);\neach Seller shall have performed in all material respects all of its agreements\nand covenants that were to be performed at or prior to the Closing in accordance\nwith the terms hereof; and each Seller shall have delivered to Buyer a\ncertificate, dated the Closing Date and signed by its President or any Vice\nPresident, to such effect.\n\n                  8.2. HSR PERIOD. The waiting period under the HSR Act shall\nhave expired or been terminated.\n\n                  8.3. NO RESTRAINT. No statute, rule, regulation, temporary,\npreliminary or permanent injunction or other order, decree or ruling shall have\nbeen issued or promulgated by a Governmental Body which remains in effect and\nwhich prevents, nor shall any Governmental Body have indicated in writing that\nit will, or intends to, oppose or attempt to enjoin, the consummation of the\ntransactions contemplated by this Agreement or the International Purchase\nAgreements, or the operation by Buyer of the U.S. Operations after the Closing\nDate.\n\n                  8.4. NECESSARY GOVERNMENTAL APPROVALS. The authorizations,\nconsents, waivers, orders or approvals of, or declarations or filings with, all\nGovernmental Bodies as set forth on the Necessary Governmental Approvals\nSchedule shall have been obtained or filed or have occurred.\n\n                  8.5. CLOSING DATE DELIVERIES BY SELLERS. Each Seller shall\nhave delivered to Buyer the following:\n\n                  (a) Copies of its Certificate of Incorporation, certified as\nof a recent date by the Secretary of State of the State of Delaware;\n\n                  (b) Certificates of good standing or existence issued as of a\nrecent date by the Secretaries of State of the State of Delaware and the other\nstates where the Sellers are qualified to do business as a foreign corporation;\n\n                  (c) A certificate of its secretary or assistant secretary\ndated the Closing Date, in form and substance reasonably satisfactory to Buyer,\nas to (i) the absence of any amendments to its Certificate of Incorporation\nsince a specified date; (ii) its by-laws; (iii) the resolutions of its Board of\nDirectors and stockholders authorizing the execution and performance of this\nAgreement and the transactions contemplated hereby; and (iv) the incumbency and\nsignatures of its officers executing any document or instrument in connection\nherewith (collectively, the \"Seller Ancillary Documents\");\n\n                  (d) The officer's certificate required by Section 8.1;\n\n                  (e) An opinion of counsel to Sellers substantially in the form\nattached as Exhibit B;\n\n                  (f) The title insurance policies or unconditional binders\nrequired by Section 7.4 hereof;\n\n                  (g) A warranty deed as required by Section 7.4 with respect to\neach of the parcels of Owned Real Property duly executed by each Seller and in\nform and substance reasonably satisfactory to Buyer, together with all required\nreal estate transfer declaration or exemption certificates and any other\ndocuments as may be otherwise necessary to transfer title of the Owned Real\nProperty to Buyer;\n                  (h) Such documents as Buyer deems reasonably necessary to\neffectuate the transfer of the Proprietary Rights from Sellers to Buyer,\nincluding, without limitation, such corporate name change documents as may be\nrequired to effectuate a change in the name of both Sellers so as not to include\nthe name \"Telectronics.\" Notwithstanding the foregoing, Sellers shall be\npermitted after the Closing to use the name \"Telectronics\" for purposes of\ndefending the Litigation or in discharging the other Excluded Liabilities, but\nnot otherwise in conducting any business; and\n\n                  (i) Such other bills of sale, assignments and other\ninstruments of transfer or conveyance as Buyer may reasonably request or as may\nbe otherwise necessary to evidence and effect the sale, assignment, transfer,\nconveyance and delivery of the Purchased Assets to Buyer.\n\n                  8.6. OTHER TRANSACTIONS. The transactions contemplated by the\nInternational Purchase Agreement among Buyer, Telectronics Pty. Ltd. (A.C.N. 000\n440 602) and Medical Telectronics Pty. Ltd. (A.C.N. 000 510 887), shall have\nbeen consummated prior to, or simultaneous with, the Closing.\n\n                  8.7. OTHER CONDITIONS. The conditions set forth on Exhibit C\nshall have been satisfied.\n\nNotwithstanding the failure of any one or more of the foregoing conditions,\nBuyer may proceed with the Closing without satisfaction, in whole or in part, of\nany one or more of such conditions and without written waiver.\n\n                                   ARTICLE IX.\n\n               CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH SELLER\n\n         The obligations of each Seller pursuant to this Agreement shall be\ncontingent on the satisfaction of the following conditions, at or prior to the\nClosing Date:\n\n                  9.1. NO MISREPRESENTATION OR BREACH OF COVENANTS AND\nWARRANTIES. The representations and warranties made by Buyer in this Agreement\nwhich are qualified by a reference to materiality shall be true and correct, and\nsuch other representations and warranties made by Buyer in this Agreement shall\nbe true and correct in all material respects, on and as of the Closing Date as\nif made on such date; Buyer shall have performed in all material respects all of\nits agreements and covenants that were to be performed at or prior to the\nClosing in accordance with the terms hereof, and Buyer shall have delivered to\neach Seller a certificate, dated the Closing Date and signed by its President or\nany Vice President, to such effects.\n\n                  9.2. HSR PERIOD. The waiting period under the HSR Act shall\nhave expired or been terminated.\n\n                  9.3. NO RESTRAINT. No statute, rule, regulation, temporary,\npreliminary or permanent injunction or other order, decree or ruling shall have\nbeen issued or promulgated by a Governmental Body which remains in effect and\nwhich prevents, nor shall any Governmental Body have indicated in writing that\nit will, or intends to, oppose or attempt to enjoin, the consummation of the\ntransactions contemplated by this Agreement or the International Purchase\nAgreements.\n\n                  9.4. NECESSARY GOVERNMENTAL APPROVALS. The authorizations,\nconsents, waivers, orders or approvals of, or declarations or filings with, all\nGovernmental Bodies as set forth on the Necessary Governmental Approvals\nSchedule shall have been obtained or filed or have occurred.\n\n                  9.5. RELEASE OF GUARANTEES. Each Seller and their Affiliates\nshall have been unconditionally released from the guaranties, letters of comfort\nor support and indemnification or \"hold harmless\" agreements listed on the\nGuarantees Schedule, or Buyer shall have made arrangements satisfactory to\nSellers and such Affiliates, in their discretion, to indemnify them from any\nloss, liability or expense incurred in connection with such guaranties, letters\nor agreements.\n\n                  9.6. BUYER'S CLOSING DATE DELIVERIES. Buyer shall have\ndelivered to Sellers the following:\n\n                  (a) A copy of Buyer's charter certified as of a recent date by\nthe Secretary of State of the State of Delaware;\n\n                  (b) Certificates of good standing or existence of Buyer issued\nas of a recent date by the Secretaries of State of the State of Delaware and the\nother states where the Buyer is qualified to do business as a foreign\ncorporation;\n\n                  (c) Certificate of the secretary or an assistant secretary of\nBuyer, dated the Closing Date, in form and substance reasonably satisfactory to\nSellers, as to (i) the absence of any amendments to Buyer's charter since a\nspecified date; (ii) the by-laws of Buyer; (iii) the resolutions of the Board of\nDirectors of Buyer authorizing the execution and performance of this Agreement\nand the transactions contemplated hereby; and (iv) the incumbency and signatures\nof the officers executing this Agreement and any document or instrument in\nconnection herewith (the \"Buyer Ancillary Documents\");\n\n                  (d) Opinion of counsel to Buyer substantially in the form\nattached as Exhibit D;\n\n                  (e) An executed Assumption Agreement, pursuant to which Buyer\nagrees to assume and discharge the Assumed Liabilities in a form reasonably\nacceptable to Sellers and their counsel;\n\n                  (f) Such other documents and instruments of assumption as\nSellers may reasonably request to evidence and effect Buyer's performance of its\nobligations hereunder.\n\n                  9.7. OTHER TRANSACTIONS. The transactions contemplated by the\nInternational Purchase Agreement among Buyer, Telectronics Pty. Ltd. (A.C.N. 000\n440 602), and Medical Telectronics Pty. Ltd. (A.C.N. 000 510 887), shall have\nbeen consummated prior to, or simultaneous with, the Closing.\n\n                  9.8. OTHER CONDITIONS. The conditions set forth on Exhibit C\nshall have been satisfied.\n\nNotwithstanding the failure of any one or more of the foregoing conditions,\nSellers may proceed with the Closing without satisfaction, in whole or in part,\nof any one or more of such conditions and without written waiver.\n\n                                   ARTICLE X.\n\n                                 INDEMNIFICATION\n\n                  10.1. INDEMNIFICATION BY SELLERS. (a) Subject to the terms and\nconditions of this Article X, and as Buyer's sole and exclusive remedy (in\ncontract, tort or otherwise) in connection with the transactions contemplated by\nthis Agreement, Sellers jointly and severally agree to reimburse, indemnify and\nhold Buyer, its present and future Affiliates and their respective directors,\nofficers, agents and representatives (each a \"Buyer Indemnified Party\") harmless\nfrom, against and in respect of any and all damage, loss, liability, claim,\ndeficiency or expense (including reasonable legal expenses and costs) resulting\nfrom, or which exist or arise due to, any of the following (collectively, the\n\"Buyer Claims\"):\n\n                  (i) any untruth, inaccuracy, breach or omission of, from or in\n         the representations and warranties made by Sellers in this Agreement,\n         other than those representations and warranties contained in Sections\n         4.2 and 4.9;\n\n                  (ii) any untruth, inaccuracy, breach or omission of, from or\n         in the representations and warranties made by Sellers in Section 4.2 of\n         this Agreement;\n\n                  (iii) any untruth, inaccuracy, breach or omission of, from or\n         in the representations and warranties made by Sellers in Section 4.9 of\n         this Agreement;\n\n                  (iv) the nonfulfillment of any covenant or agreement of\n         Sellers pursuant to this Agreement;\n\n                  (v) noncompliance by Sellers with any \"bulk sales laws\" or\n         similar codification of Article 6 of the Uniform Commercial Code;\n\n                  (vi) any claims made by third parties against Buyer relating\n         to the Excluded Liabilities described in Sections 3.2(c), 3.2(e), and\n         3.2(h); and\n\n                  (vii) any claims made by third parties against Buyer relating\n         to Taxes or the Litigation as described in Sections 3.2(a) or 3.2(b);\n         and\n\n                  (viii) any claims made by third parties against Buyer relating\n         to Excluded Liabilities other than those described in (vi) and (vii)\n         above;\n\ntogether with any and all actions, suits, claims, proceedings, investigations,\naudits, demands, assessments, fines, judgments, costs and other expenses\n(including, without limitation, reasonable audit and legal fees) incurred by a\nBuyer Indemnified Party in connection therewith. Notwithstanding the first\nsentence of this Section 10.1(a) regarding the sole and exclusive nature of the\nremedy provided by this Section 10.1, if any third party files suit against a\nBuyer Indemnified Party seeking payment of any Excluded Liability, such Buyer\nIndemnified Party may join the responsible Seller as a third party defendant in\nsuch suit, or if such joinder is not possible, may take any other legal action\nthat it deems appropriate regarding such Excluded Liability.\n\n\n                  (b) The obligations of Sellers pursuant to this Section 10.1\n(x) shall terminate on the one year anniversary of the Closing Date, (y) shall\nnot apply to any Buyer Claims, or the costs of defense thereof, until the\naggregate of all losses, liabilities, damages and expenses actually incurred by\nall Buyer Indemnified Parties resulting therefrom total an aggregate of\nUS$2,000,000 (the \"Buyer Threshold\"), in which event this indemnity shall apply\nto all subsequent Buyer Claims in excess of the Buyer Threshold, and (z) shall\nbe limited to, and shall not exceed, the aggregate amount of the Purchase Price\nactually received by Sellers pursuant to this Agreement (the \"Liability Cap\"),\nEXCEPT THAT:\n\n                  (i) any Buyer Claim pursuant to Section 10.1(a)(iii) shall\n         survive the Closing indefinitely;\n\n                  (ii) any Buyer Claim pursuant to Sections 10.1(a)(ii) or\n         10.1(a)(vi) shall survive the Closing indefinitely and shall not be\n         subject to the Buyer Threshold;\n\n                  (iii) any Buyer Claim pursuant to Section 10.1(a)(vii) shall\n         survive the Closing indefinitely, shall not be subject to the Buyer\n         Threshold, and shall not be subject to the Liability Cap; and\n\n                  (iv) any Buyer Claim made in accordance with Section 10.3\n         prior to the expiration of any applicable survival period shall survive\n         until resolved.\n\n                  10.2. INDEMNIFICATION BY BUYER. (a) Subject to the terms and\nconditions of this Article X, and as each Seller's sole and exclusive remedy (in\ncontract, tort or otherwise) in connection with the transactions contemplated by\nthis Agreement, Buyer agrees to reimburse, indemnify and hold each Seller, its\npresent and future Affiliates and their respective directors, officers, agents\nand representatives (each a \"Seller Indemnified Party\") harmless from, against\nand in respect of any and all damage, loss, liability, claim, deficiency or\nexpenses (including reasonable legal expenses and costs) resulting from, or\nwhich exist or arise due to, any of the following (collectively, the \"Seller\nClaims,\" and together with the Buyer Claims, the \"Claims\"):\n\n                  (i) any untruth, inaccuracy, breach or omission of, from or in\n         the representations and warranties made by Buyer in this Agreement;\n\n                  (ii) the nonfulfillment of any of Buyer's covenants or\n         agreements pursuant to this Agreement (including, without limitation,\n         Sections 7.5, 7.6, 7.7, 7.9 and 7.10);\n\n                  (iii) any claims made against a Seller Indemnified Party\n         relating to the Assumed Liabilities; and\n\n                  (iv) Buyer's ownership, use and operation of the U.S.\n         Operations and the Purchased Assets after the Closing Date, except for\n         matters covered by Section 10.1 hereof;\n\ntogether with any and all actions, suits, claims, proceedings, investigations,\naudits, demands, assessments, fines, judgments, costs and other expenses\n(including, without limitation, reasonable audit and legal fees) incurred by a\nSeller Indemnified Party resulting therefrom. Notwithstanding the first sentence\nof this Section 10.2(a) regarding the sole and exclusive nature of the remedy\nprovided by this Section 10.2, if any third party files suit against a Seller\nIndemnified Party seeking payment of any Assumed Liability, such Seller\nIndemnified Party may join the Buyer as a third party defendant in such suit, or\nif such joinder is not possible, may take any other legal action that it deems\nappropriate regarding such Assumed Liability.\n\n                  (b) Buyer's obligations pursuant to this Section 10.2 shall\nterminate on the one year anniversary of the Closing Date, PROVIDED THAT any\nclaims for indemnification related to Section 5.2, and Buyer's use and operation\nof the Purchased Assets and the U.S. Operations after the Closing Date, shall\nsurvive indefinitely. Notwithstanding the preceding sentence, but subject to the\nremainder of Section 10.2, any Seller Claim made in accordance with Section 10.3\nprior to the expiration of such survival period shall survive until resolved.\n\n                  10.3. PROCEDURE FOR INDEMNIFICATION. No party hereto shall be\nliable for any Claim for indemnification under this Article X unless written\nnotice of a Claim for indemnification is delivered by the party seeking\nindemnification (the \"Indemnitee\") to the party from whom indemnification is\nsought (the \"Indemnitor\") prior to the expiration of the applicable survival\nperiod, if any, set forth in Sections 10.1 and 10.2. All notices given pursuant\nto this section shall set forth with reasonable specificity the basis of the\nClaim for indemnification. In case of any claim by a third party, any suit, any\nclaim by any Governmental Body, or any legal, administrative or arbitration\nproceeding with respect to which Sellers or Buyer may have liability under the\nindemnity agreements contained in this Article X, the Indemnitor shall be\nentitled to participate therein, and, to the extent desired, to assume the\ndefense thereof, and after notice of its election to assume the defense thereof,\nthe Indemnitor will not be liable to the Indemnitee for any legal or other\nexpenses subsequently incurred by the Indemnitee in connection with the defense\nthereof, other than reasonable costs of investigation, unless the Indemnitor\ndoes not actually assume the defense thereof following notice of such election.\nThe Indemnitee and the Indemnitor shall make available to each other and their\nattorneys and representatives, at all reasonable times, all books and records\nrelating to such suit, claim or proceeding, and will render to each other such\nassistance as may reasonably be required in order to insure proper and adequate\ndefense of any such suit, claim or proceeding. Neither the Indemnitee nor the\nIndemnitor will make any settlement of any Claim which might give rise to\nliability of the other under the indemnity agreements contained in this Article\nX without the consent of the other, which shall not be unreasonably withheld. If\nthe Indemnitor elects to settle any such Claim and the Indemnitee refuses to\nconsent to such compromise or settlement, then the liability of the Indemnitor\nto the Indemnitee shall be limited to the amount offered by the Indemnitor in\ncompromise or settlement. Nothing contained in Sections 10.1 or 10.2 shall be\ndeemed to limit, expand or otherwise modify the provisions of Sections 3.1 or\n3.2 with respect to what constitutes either an Assumed Liability or an Excluded\nLiability.\n\n                  10.4. CERTAIN BENEFITS. The amount of any indemnification\npayable under this Article X shall be net of (i) any federal, state or local tax\nbenefits for which the receiving party actually receives a benefit (all parties\nbeing obligated to take reasonable actions to receive such benefits, PROVIDED\nTHAT no party shall be obligated to take any actions which may otherwise\nadversely affect such party or its Affiliates) by reason of the Claim giving\nrise to the indemnification payment, and (ii) the receipt of any insurance\nproceeds paid or payable to the Indemnitee under any policy or policies of\ninsurance covering the loss giving rise to the Claim. The Indemnitee will use\nreasonable efforts to collect any such insurance and will account to the other\nparties therefor. The parties agree to respond within a reasonable time to any\ninquiry by the other parties as to the status of any such insurance payment.\n\n                  10.5. CERTAIN FDA CONSENT DECREE MATTERS. Notwithstanding\nanything to the contrary contained herein, (i) Buyer agrees to reimburse,\nindemnify and hold harmless all Seller Indemnified Parties (including, without\nlimitation, James W. Dennis) harmless from, against and in respect of any and\nall damage, loss, liability, claim, deficiency or expense (including reasonable\nlegal expenses and costs) which result from, or are related to, Buyer's failure\nto comply with all requirements, terms and conditions of the FDA Consent Decree\nsubsequent to the Closing Date, as those requirements, terms and conditions are\ninterpreted or construed by the FDA or any appropriate court of law or\nGovernmental Body, and (ii) each Seller agrees to reimburse, indemnify and hold\nharmless all Buyer Indemnified Parties harmless from, against and in respect of\nany and all damage, loss, liability, claim, deficiency or expense (including\nreasonable legal expenses and costs) which result from, or are related to,\neither Seller's failure to comply with all requirements, terms and conditions of\nthe FDA Consent Decree prior to the Closing Date, as those requirements, terms\nand conditions are interpreted or construed by the FDA or any appropriate court\nof law or Governmental Body. Each party's obligations pursuant to this Section\n10.5 shall survive the Closing.\n\n                  10.6. ADJUSTMENT TO PURCHASE PRICE. If Buyer or any Seller\nmake any payment to a Seller Indemnified Party or a Buyer Indemnified Party\npursuant to this Article X, then such amount shall be treated as an adjustment\nto the Purchase Price paid for the Purchased Assets.\n\n                  10.7. GUARANTEES. The indemnification obligations of Sellers\nunder Section 10.1 with respect to the Litigation and all obligations of Buyer\nunder this Agreement shall be guaranteed by Sellers' Affiliate, Pacific Dunlop\nLimited, and by Buyer's affiliate, St. Jude Medical Inc., respectively, pursuant\nto unconditional and irrevocable guaranty agreements substantially in the forms\nattached as Exhibit E.\n\n                                   ARTICLE XI.\n\n                                   TERMINATION\n\n                  11.1. TERMINATION. Notwithstanding anything contained in this\nAgreement to the contrary, this Agreement may only be terminated prior to the\nClosing Date:\n\n                  (a) by the mutual written consent of Buyer and each Seller;\n\n                  (b) by Buyer, PROVIDED THAT Buyer is not then in breach of any\nrepresentation, warranty, covenant or other agreement contained herein, if\neither (i) the Closing shall not have occurred on or before February 10, 1997\ndespite Buyer's best efforts to cause the Closing to occur in accordance with\nthe terms hereof, or (ii) either Seller shall have materially breached (and\nfailed to subsequently cure such breach in a timely manner prior to the\nscheduled Closing Date) any of its representations, warranties, covenants or\nagreements set forth in this Agreement, which breach is reasonably likely to\nresult in a Material Adverse Effect; FURTHER PROVIDED THAT prior to terminating\nthis Agreement pursuant to (ii) above, Buyer agrees to negotiate in good faith\nwith Sellers for a reasonable period of time to resolve any purported breach in\na manner reasonably satisfactory to all parties;\n\n                  (c) by either Seller, PROVIDED THAT such Seller is not then in\nbreach of any representation, warranty, covenant or other agreement contained\nherein, if either (i) the Closing shall not have occurred on or before February\n10, 1997 despite such Seller's best efforts to cause the Closing to occur in\naccordance with the terms hereof; or (ii) Buyer shall have materially breached\n(and failed to subsequently cure such breach in a timely manner prior to the\nscheduled Closing Date) any of its representations, warranties, covenants or\nagreements set forth in this Agreement, which breach is reasonably likely to\nresult in a material adverse effect on Buyer's business, or the ability of Buyer\nto lawfully consummate the transactions contemplated by this Agreement in all\nmaterial respects; FURTHER PROVIDED THAT prior to terminating this Agreement\npursuant to (ii) above, Sellers agree to negotiate in good faith with Buyer for\na reasonable period of time to resolve any purported breach in a manner\nreasonably satisfactory to all parties; or\n\n                  (d) by Buyer or either Seller, if any Governmental Body shall\nhave issued a final, nonappealable order, decree or ruling permanently\nrestraining, enjoining or otherwise prohibiting the lawful consummation of the\ntransactions contemplated hereby.\n\n                  11.2. NOTICE OF TERMINATION. Any party desiring to terminate\nthis Agreement pursuant to Section 11.1 shall give written notice of such\ntermination to the other parties to this Agreement.\n\n                  11.3. EFFECT OF TERMINATION. In the event that this Agreement\nshall be terminated pursuant to this Article XI, this Agreement shall become\nvoid and have no effect and all further obligations of the parties under this\nAgreement (other than Sections 12.2 and 12.8) shall be terminated without\nfurther liability of any party to the other, PROVIDED THAT nothing herein shall\nrelieve any party from liability for any breach of this Agreement.\n\n                                  ARTICLE XII.\n\n                               GENERAL PROVISIONS\n\n                  12.1. SURVIVAL OF OBLIGATIONS. The representations and\nwarranties of the parties contained in this Agreement shall survive until the\nfirst anniversary of the Closing Date. The covenants or agreements of the\nparties which by their terms are to be performed or observed for longer periods\nshall survive for the period necessary for their performance or observation, and\nthe parties may make claims against one another for breaches of such covenants\nor agreements until such time as those agreements or covenants have been\nperformed.\n\n                  12.2. NO PUBLIC ANNOUNCEMENT. Buyer and Sellers agree that\nnone of them shall, without the prior written approval of the other parties,\nmake any press release or other public announcement concerning the transactions\ncontemplated by this Agreement, except as and to the extent that any such party\nshall be so obligated by law or by the rules and regulations of any competent\nregulatory body or any securities exchange on which its securities, or the\nsecurities of its ultimate parent, are traded, in which case the other party\nshall be advised in writing at least three (3) days in advance, and the parties\nshall use their best efforts to cause a mutually agreeable release or\nannouncement to be issued. Notwithstanding the preceding sentence, the parties\nshall be allowed to make timely disclosures of all matters required by law or by\nthe rules and regulations of any competent regulatory body or any securities\nexchange on which the securities of such party (or its ultimate parent) are\ntraded, without providing such three (3) days notice to the other party,\nPROVIDED THAT the disclosing party is advised in writing by its counsel that\nsuch disclosure is required to comply with the requirements of such laws, rules\nand regulations. Notwithstanding anything to the contrary contained in this\nAgreement, no party shall make publicly available to any person copies of this\nAgreement or the International Purchase Agreements, nor make any other public\nannouncement of the transactions contemplated hereby and thereby, prior to\nOctober 31, 1996 without the prior written consent of the other parties.\n\n                  12.3. NOTICES. Any notice, request, instruction or other\ndocument to be given hereunder shall be in writing and delivered personally or\nsent by registered or certified mail, postage prepaid, or by facsimile,\ncablegram or telex, according to the instructions set forth below. Such notices\nshall be deemed given: at the time delivered by hand, if personally delivered;\nat the time received if sent by registered or certified mail; at the time when\nreceipt is confirmed by the receiving facsimile machine if sent by facsimile;\nand when answered back if sent by cablegram or telexed.\n\n                  If to Buyer, to:\n                  St. Jude Medical, Inc.\n                  One Lillehei Plaza\n                  St. Paul. MN   55117\n                  Attention:  General Counsel\n                  Facsimile:  (612) 490-4333\n\n                  with a copy to:\n\n                  Weil, Gotshal &amp; Manges L.L.P\n                  767 Fifth Avenue\n                  New York, New York   10153\n                  Attention:  Mr. Dennis J. Block\n                  Facsimile:  212-310-8774\n\n                  If to either Seller, to:\n\n                  Telectronics Pacing Systems, Inc.\n                  7400 S. Tucson Way\n                  Englewood, CO   80112\n                  Attention:  Stuart McConchie\/William Nealon\n                  Facsimile:  303-790-0850\n\n                  with a copy to:\n\n                  Gardner, Carton &amp; Douglas\n                  321 N. Clark Street\n                  Suite 3400\n                  Chicago, Illinois 60610\n                  Attention:  Messrs. Robert J. Wilczek\n                      and Stephen M. Gatlin\n                  Facsimile:  312-644-3381\n\nor to such other address as such party may indicate by a notice delivered to the\nother parties hereto.\n\n                  12.4. SUCCESSORS AND ASSIGNS. The rights of Buyer and Sellers\npursuant to this Agreement shall not be assignable by such party prior to the\nClosing without the prior written consent of the other parties, except that\nBuyer may assign its rights hereunder to one or more of its Affiliates prior to\nthe Closing, PROVIDED THAT Buyer shall not be released from any of its\nobligations hereunder by reason of such assignment. This Agreement, including,\nbut not limited to, Sections 7.5 7.6, 7.7, 7.9 and 7.10 and Article X, shall be\nbinding upon and inure to the benefit of the parties hereto and their successors\nand assigns.\n\n                  12.5. ENTIRE AGREEMENT; AMENDMENTS. This Agreement, the letter\nagreement referred to in Section 7.2, and the Exhibits and Schedules referred to\nherein, and the documents and agreements delivered pursuant hereto (including,\nwithout limitation, the International Purchase Agreements and the Adjustment\nAgreement) contain the entire understanding of the parties hereto with regard to\nthe subject matter contained herein or therein, and supersede all prior written\nor oral agreements, understandings or letters of intent between or among any of\nthe parties hereto, with the exception of the Confidentiality Agreement entered\ninto between Buyer and Zilkha &amp; Company (on behalf of Sellers and certain other\nparties) dated April, 1996. This Agreement shall not be amended, modified or\nsupplemented except by a written instrument signed by an authorized\nrepresentative of each of the parties hereto.\n\n                  12.6. INTERPRETATION. (a) Article titles and section titles\nherein are inserted for convenience of reference only and are not intended to be\na part of or to affect the meaning or interpretation of this Agreement. The\nSchedules and Exhibits referred to herein shall be construed with and as an\nintegral part of this Agreement to the same extent as if they were set forth\nherein.\n\n                  (b) This Agreement and the Buyer and Seller Ancillary\nDocuments have been mutually prepared, negotiated and drafted by each of the\nparties hereto and thereto. The parties agree that the terms of this Agreement\nand such other documents shall be construed and interpreted against each party\nin the same manner; no such provisions shall be construed or interpreted more\nstrictly against one party on the assumption that an instrument is to be\nconstrued more strictly against the party which drafted the agreement.\n\n                  12.7. WAIVERS. Any term or provision of this Agreement may be\nwaived, or the time for its performance may be extended, pursuant to a written\naction by the party or parties entitled to the benefit thereof. The failure of\nany party hereto to enforce at any time any provision of this Agreement shall\nnot be construed to be a waiver of such provision, nor in any way to affect the\nvalidity of this Agreement or any part hereof or the right of any party\nthereafter to enforce each and every such provision. No waiver of any breach of\nthis Agreement shall be held to constitute a waiver of any other or subsequent\nbreach.\n\n                  12.8. EXPENSES. Regardless of whether the transactions\nprovided for in this Agreement are consummated, each party hereto will pay its\nown costs and expenses incident to the negotiation, preparation and performance\nof this Agreement, including the fees, expenses and disbursements of its counsel\nand accountants.\n\n                  12.9. PARTIAL INVALIDITY. Wherever possible, each provision\nhereof shall be interpreted in such manner as to be effective and valid under\napplicable law, but in case any one or more of the provisions contained herein\nshall, for any reason, be held to be invalid, illegal or unenforceable in any\nrespect, such provision shall be ineffective to the extent, but only to the\nextent, of such invalidity, illegality or unenforceability without invalidating\nthe remainder of such invalid, illegal or unenforceable provision or provisions\nor any other provisions hereof, unless such a construction would be\nunreasonable.\n\n                  12.10. EXECUTION IN COUNTERPARTS. This Agreement may be\nexecuted in one or more counterparts, each of which shall be considered an\noriginal instrument, but all of which shall be considered one and the same\nagreement, and shall become binding when one or more counterparts have been\nsigned by each of the parties hereto and delivered to each Seller and Buyer.\n\n                  12.11. BEST EFFORTS; FURTHER ASSURANCES. Subject to the terms\nand conditions contained herein, each party agrees to use its best efforts to\ntake, or cause to be taken, all action, and to do, or cause to be done, all\nthings reasonably necessary, proper or advisable under applicable laws and\nregulations to consummate and make effective the transactions contemplated by\nthis Agreement. If any further action is necessary to carry out the purposes of\nthis Agreement after the Closing Date, the proper officers and\/or directors of\neach party shall take all such action without any further consideration\ntherefor.\n\n                  12.12. GOVERNING LAW. This Agreement shall be governed by and\nconstrued in accordance with the internal laws of the State of Delaware, without\ngiving effect to any choice of laws provisions which may direct the application\nof the laws of another jurisdiction.\n\n                  12.13. \"KNOWLEDGE\". As used in this Agreement, \"knowledge\" of\nany Seller, or variants thereof, shall mean the actual knowledge of the\nindividuals set forth on the Knowledge Schedule.\n\n                  12.14. NO THIRD PARTY BENEFICIARIES. Except as expressly\nprovided for in Article X, the provisions of this Agreement are intended for the\nsole benefit of Buyer and the Sellers and shall not inure to the benefit of any\nother Person, other than successors and permitted assigns of the parties,\nwhether as a third party beneficiary or otherwise.\n\n                  12.15. DISCLOSURE SCHEDULES. If a matter is disclosed on one\ndisclosure schedule to this Agreement, and the disclosure of such matter is\nresponsive to the disclosure required to be set forth in another disclosure\nschedule, such disclosure shall suffice (without specific repetition and\nregardless of whether any cross reference is made), as a response disclosing the\nexistence of such matter in such other schedule. Disclosure of any item in any\ndisclosure schedule shall not be deemed to be an admission of any Seller that\nsuch item is material to the U.S. Operations, the Business or otherwise; nor\nshall any such disclosure be deemed an assumption by Buyer of any liability\nrelating to such disclosure unless otherwise expressly provided for in this\nAgreement.\n\n         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nexecuted the day and year first above written.\n\n                                     BUYER:\n\n                                     O Acquisition, Inc.\n\n                                     By:  \/s\/ R. A. Matricaria\n                                          ------------------------------------\n                                          Name:  R.A. Matricaria\n                                          Title: Chairman, President and\n                                                 Chief Executive Officer\n\n\n                                     SELLERS:\n\n                                     Telectronics Pacing Systems, Inc.\n\n                                     By:  \/s\/ James Dennis\n                                          -----------------------------------\n                                          Name:  James Dennis\n                                          Title: President\n\n                                     TPLC, Inc.\n\n                                     By:  \/s\/ James Dennis\n                                          -----------------------------------\n                                          Name:  James Dennis\n                                          Title: President\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-43311","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\/43311","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=43311"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43311"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43311"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43311"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}