<PAGE>
 
     On behalf of the Registrant, the undersigned hereby certifies that the
following exhibit provides a fair and accurate English translation of the
material contained in the original, the  official language of which is French.


                                         DEPUY, INC.
                                         
                                         
                                         
                                         By:  /s/  Steven L. Artusi
                                              ---------------------
                                         Steven L. Artusi
                                         Senior Vice President, General Counsel
                                          and Secretary
                                         
                                         
                                         By:  /s/ Thomas J. Oberhausen
                                              ------------------------
                                         Thomas J. Oberhausen
                                         Senior Vice President and Chief
                                          Financial and Accounting Officer
<PAGE>
 
                                                                   Exhibit 2.2

 
                         =========================== 

                          INDEMNIFICATION AGREEMENT
 
                         ===========================




                              DATED APRIL 1, 1997



                                    BETWEEN



                             DEPUY ORTHOPEDIE S.A.



                                      AND



                               PATRICK LANDANGER
                                ERIC LANDANGER
                               MARYVONNE GUIBERT



                                COUDERT FRERES
                         52, AVENUE DES CHAMPS-ELYSEES
                                  75008 PARIS
                                    FRANCE
 
<PAGE>
 
                           INDEMNIFICATION AGREEMENT



BETWEEN :


-    DePuy Orthopedie S.A., a limited liability company with a capital of
     FRF4,430,000, having its registered office at 2 rue du Bois Sauvage, 91000
     Evry, represented by Bruce de Grange, "Director General", duly authorized
     for the purposes hereof,


(hereinafter referred to as the "Beneficiary"),


                                                                ON THE ONE HAND,


AND :


-    Mr. Patrick Landanger, a French citizen domiciled at 85, quai d'Orsay,
     75007 Paris, France;

-    Mr. Eric Landanger, a French citizen domiciled at 15, rue des Acacias,
     52000 Jonchery, France; and

-    Ms. Maryvonne Guibert, a French citizen domiciled at 9, boulevard
     Gambetta, 52000 Chaumont, France;

     (hereinafter referred to individually as a "Guarantor", and collectively
     as the "Guarantors"),


                                                              ON THE OTHER HAND,


hereinafter referred to individually as a "Party", and collectively as the
"Parties".
<PAGE>
 
                                      -2-


                                   WITNESSETH


WHEREAS, the Majority Shareholders own two hundred thousand six hundred and
sixty seven (209,667) shares representing one hundred percent (100%) of the
shares and voting rights in 3L, a societe anonyme with a capital of 209,667,000
French Francs divided into 209,667 shares with a par value of 1,000 French
Francs each, having its registered office at Z.I. "La Vendue", rue du Val, 52000
Chaumont, France, and registered with the Registry of Commerce and Companies of
Chaumont under number B 393 985 411 (hereinafter referred to as "3L");

WHEREAS, at the date of signature of the Share Purchase Agreement (as this term
is defined below), the Sellers owned eight hundred and five thousand nine
hundred and twenty-four (805,924) shares representing thirty-seven point twenty
five percent (37.25%) of the shares and voting rights in Landanger-Camus, a
societe anonyme with a capital of 21,636,700 French Francs divided into
2,163,670 shares with a par value of 10 French Francs each, having its
registered office at Z.I. "La Vendue", rue du Val, 52000 Chaumont, France, and
registered with the Registry of Commerce and Companies of Chaumont under number
B 347 558 371 (hereinafter referred to as "Landanger-Camus");

WHEREAS, at the date of signature of the Share Purchase Agreement, 3L owned one
million one hundred and thirty-three thousand five hundred and twenty-nine
(1,133,529) shares representing fifty-two point thirty-nine percent (52.39%) of
the shares and voting rights in Landanger-Camus;

WHEREAS, at the date of signature of the Share Purchase Agreement (as this term
is defined below), the Sellers and 3L together owned one million nine hundred
and thirty-nine thousand four hundred and fifty-three (1,939,453) shares
representing eighty-nine point sixty-four percent (89.64%) of the shares and
voting rights in Landanger-Camus;

WHEREAS, at the date of signature of the Share Purchase Agreement (as this term
is defined below), nine point thirty six percent (9.36%) of the Landanger-Camus
shares were publicly traded on the Second Market (Second Marche) of the Paris
Stock Exchange;

WHEREAS, under a share purchase agreement signed on 28 February 1997
(hereinafter referred to as the "Share Purchase Agreement"), the Sellers have
agreed to sell to the Purchaser their direct and indirect controlling stake in
Landanger-Camus via the sale of all of the shares and voting rights they hold in
3L, and the shares and voting rights they hold in Landanger-Camus, subject to
satisfaction of several conditions precedent contained therein;

WHEREAS, the Share Purchase Agreement was executed, and the transactions
contemplated therein will be completed subject to conditions precedent, and in
consideration of the mutual representations and warranties of the Parties.

WHEREAS, pursuant to Section 9.10 of the Share Purchase Agreement, the Purchaser
assigned all its rights and obligations thereunder to the Beneficiary.
<PAGE>
 
                                      -3-

NOW, THEREFORE, the Parties have agreed on the terms contained herein, and that
this Indemnification Agreement will be interpreted and construed in light of the
terms of the Share Purchase Agreement.


                            SECTION 1 - DEFINITIONS


The following terms will have the meanings as set forth in the following
Sections.  All terms contained herein beginning with a capital letter and not
contained in the list set forth below  are defined in the Share Purchase
Agreement, and will have the meanings set forth therein.

"Contracts"                   Section 2.12.1
"Environmental Law"           Section 2.9.1
"Financial Statements"        Section 2.4.1
"Guarantor" / "Guarantors"    Page 1
"Guaranty"                    Section 4.2.2
"Indemnified Claims"          Section 4.4.1
"Indemnitee"                  Section 4.4.1
"Indemnitor"                  Section 4.4.1
"Intellectual Property"       Section 2.8.1
"Landanger-Camus"             Recitals
"Loss" / "Losses"             Section 4.2.1
"Minority Shareholdings"      Section 2.1.4(a)
"Party" / "Parties"           Page 1
"Parties' Losses"             Section 4.4.1
"Permits"                     Section 2.2.3
"Personal Property"           Section 2.11.2
"Plans"                       Section 2.14.1
"Beneficiary"                 Page 1
"Real Property"               Section 2.10.1
"Share Purchase Agreement"    Recitals
"Subsidiaries"                Section 2.1.3(a)
"Taxes"                       Section 2.15.1
"3L"                          Recitals


          SECTION 2 - REPRESENTATIONS AND WARRANTIES OF THE GUARANTORS


The Guarantors hereby jointly and severally (solidairement) make the following
representations and warranties to the Beneficiary.  Unless specifically provided
otherwise, these representations and warranties are made as of the date hereof.


SECTION 2.1 - SHAREHOLDINGS
---------------------------

2.1.1     Shares in 3L
          ------------

(a)       The share capital of 3L amounts to 209,667,000 French Francs, divided
          into 209,667 3L Shares having a par value of 1,000 French Francs each,
          validly issued, subscribed to and paid up in their entirety.  Each 3L
          share carries a voting right, and a right to share in the profits.
<PAGE>
 
                                      -4-

(b)       The Majority Shareholders have full and valid title to all of the 3L
          Shares, free of any encumbrances, pledges, liens, claims or rights of
          any third party, and have full authority and capacity to sell all of
          the 3L Shares to the Beneficiary.

(c)       3L has not issued any securities (valeurs mobilieres) other than those
          referred to in sub-section 2.1.1(a) above. There is no option, right
          or obligation to subscribe to, acquire, sell, pledge or grant any
          right over the 3L Shares. No other voting rights have been granted.

(d)       With the exception of the shares held in Landanger-Camus, 3L does not
          own any shares or securities of, nor does it have any direct or
          indirect interests or shareholdings in, any corporation, company,
          partnership, business entity, joint venture or any other enterprise,
          or any commitment or obligation to purchase any such interests or
          shareholdings, or any other assets other than the shares held in
          Landanger-Camus and the cash necessary to face the liabilities of 3L
          existing as of the Closing Date.

2.1.2     Shares in Landanger-Camus
          -------------------------

(a)       The share capital of Landanger-Camus amounts to 21,636,700 French
          Francs, divided into 2,163,670 Landanger-Camus Shares having a par
          value of 10 French Francs each, validly issued, subscribed to and paid
          up in their entirety. Each of the above shares carries a voting right,
          and a right to share in the profits.

          The above shares are traded on the Second Market (second marche) of
          the Paris Stock Exchange.

          201,670 of the above shares are identifiable bearer shares (actions au
          porteur identifiable), and 1,961,992 are registered shares (actions
          nominatives).

(b)       The Sellers and 3L have full and valid title to one million nine
          hundred and thirty-nine thousand four hundred and fifty-three
          (1,939,453) Landanger-Camus Shares representing eighty-nine point
          sixty-four percent (89.64%) of the shares and voting rights in
          Landanger-Camus, free of any encumbrances, pledges, liens, claims or
          rights of any third party. The Sellers have full authority to sell all
          of the Landanger-Camus Shares to the Beneficiary.

(c)       Landanger-Camus has not issued any securities (valeurs mobilieres)
          other than those referred to in sub-section 2.1.2(a) above. There is
          no option, right or obligation to subscribe to, acquire, sell, pledge
          or grant any right over any Landanger-Camus Shares. No other voting
          rights have been granted.

(d)       Except as provided in Sections 2.1.3 and 2.1.4 below, Landanger-Camus
          does not own any shares or securities of, nor does it have any direct
          or indirect interests or shareholdings in, any corporation, company,
          partnership, business entity, joint venture or any other enterprise.
<PAGE>
 
                                      -5-

2.1.3     Shares in the Subsidiaries
          --------------------------

(a)       Landanger-Camus has a direct or indirect majority shareholding in, or
          effective control over, the companies listed in Exhibit 2.1.3(a)
          hereto (hereinafter referred to as the "Subsidiaries"). The
          shareholdings of third-party shareholders in the Subsidiaries are also
          described in such Exhibit.

(b)       Landanger-Camus has full and valid title to its shareholdings in the
          Subsidiaries, free of any encumbrances, pledges, liens, claims or
          right of any third party, and there is no agreement, law, regulation
          or any other factor which would result in all or part of such
          shareholdings being lost, transferred, removed, pledged or blocked as
          a result of the purchase of the Shares by the Beneficiary.

(c)       The Subsidiaries have not issued any securities (valeurs mobilieres)
          with the exception of those indicated in Exhibit 2.1.3(c) hereto.
          There is no option, right or obligation to subscribe to, acquire,
          sell, pledge or grant any right over, the Sellers' shareholdings in
          the Subsidiaries.

(d)       Except as shown in Exhibit 2.1.3(d) hereto, the Subsidiaries do not
          own any shares or securities of, nor do they have any direct or
          indirect interests or shareholdings in, any corporation, company,
          partnership, business entity, joint venture or any other enterprise.

2.1.4     Minority Shareholdings
          ----------------------

(a)       Landanger-Camus and the Subsidiaries have minority shareholdings in
          the companies listed in Exhibits 2.1.4(a) and 2.1.3(d)
          hereto(hereinafter referred to as the "Minority Shareholdings").

(b)       Landanger-Camus has full and valid title to the Minority
          Shareholdings, free from any encumbrances, pledges, liens, claims or
          right of any third party, and there is no agreement, law, regulation
          or any other factor which would result in all or part of such Minority
          Shareholdings being lost, transferred, removed, pledged or blocked as
          a result of the purchase of the Shares by the Beneficiary.

(c)       The companies in which Landanger-Camus and the Subsidiaries own
          Minority Shareholdings have not issued any securities (valeurs
          mobilieres) with the exception of those indicated in Exhibits 2.1.4(c)
          and 2.1.3(d) hereto. To the best knowledge of the Guarantors, there is
          no option, right or obligation to subscribe to, acquire, sell, pledge
          or grant any right over, the Minority Shareholdings.

(d)       Except as shown in Exhibits 2.1.4(d) and 2.1.3(d) hereto, (i) the
          companies in which Landanger-Camus and the Subsidiaries own a Minority
          Shareholding of 33% or more do not own any shares or securities of,
          nor do they have any direct or indirect interests or shareholdings in,
          any corporation, company, partnership, business entity, joint venture
          or any other enterprise, and (ii) to the best knowledge of the
          Guarantors, the companies in which Landanger-Camus and the
          Subsidiaries own a Minority Shareholding of less than 33% do not own
          any shares or securities of, nor do they have any direct or
<PAGE>
 
                                      -6-

          indirect interests or shareholdings in, any corporation, company,
          partnership, business entity, joint venture or any other enterprise.


SECTION 2.2 - ORGANIZATION
--------------------------

2.2.1     3L and Landanger-Camus are societes anonymes validly organized under
          the laws of France. The Subsidiaries and the companies in which
          Landanger-Camus and the Subsidiaries have Minority Shareholdings are
          companies of the form described in Exhibits 2.2.1 and 2.1.3(d) hereto,
          and are validly organized under the laws of the countries in which
          they are incorporated.

2.2.2     None of 3L, Landanger-Camus, the Subsidiaries or the companies in
          which Landanger-Camus holds Minority Shareholdings are, nor never have
          been, insolvent. Nor have they ever suspended their payments or been
          subject to any judicial recovery or liquidation proceedings.

2.2.3     3L, Landanger-Camus, the Subsidiaries and the companies in which
          Landanger-Camus holds Minority Shareholdings are duly qualified to
          carry out their respective activities, and do so in accordance with
          applicable laws and regulations, as well as with their respective
          corporate purposes. In particular, they have obtained from all
          relevant public authorities all authorizations, permits, approvals
          for, and made all notifications required in connection with, the
          conduct, ownership and operation of their respective activities and
          assets (hereinafter referred to as the "Permits"). They are in full
          compliance with all of the Permits, each of which is valid.

2.2.4     No legal or administrative proceeding to revoke, cancel or not renew
          any Permit is pending or threatened and, except as disclosed in
          Exhibit 2.2.4 hereto, no Permit is scheduled to expire within the
          three (3) year period following the Closing Date.

2.2.5     Except as disclosed in Exhibit 2.2.5 hereto, 3L, Landanger-Camus, the
          Subsidiaries and the companies in which Landanger-Camus holds Minority
          Shareholdings have good and valid title to all of their respective
          assets, free and clear of any encumbrances, pledges, liens, claims or
          rights of any third party. The sale of the Shares by the Sellers will
          not adversely affect such title.

SECTION 2.3 - AUTHORITY - NO CONFLICTS - NO APPROVALS
-----------------------------------------------------

2.3.1     The Sellers have full authority and capacity to execute the Share
          Purchase Agreement and the Indemnification Agreement, and to perform
          same.

2.3.2     All prior authorizations, clearances or approvals of any kind
          whatsoever from any corporate body of 3L, Landanger-Camus or the
          Subsidiaries, or from any third party, including public or
          administrative authorities, whether national or supranational,
          including those mentioned in Section 4 of the Share Purchase
          Agreement, required for execution of the Share Purchase Agreement and
          of this Indemnification Agreement, and the performance by the Sellers
          and the
<PAGE>
 
                                      -7-

          Guarantors of their respective obligations under such agreements, have
          been validly obtained.

2.3.3     The Share Purchase Agreement and this Indemnification Agreement have
          been duly executed by the Sellers and the Guarantors, and constitute
          the legal, valid and binding obligation of the Sellers and the
          Guarantors, enforceable against them in accordance with the terms of
          such agreements.


SECTION 2.4 - FINANCIAL STATEMENTS
----------------------------------

2.4.1     The consolidated financial statements of Landanger-Camus as of 31
          August 1996 have been signed off by the statutory auditors of
          Landanger-Camus without qualification, and the financial statements of
          3L and the Subsidiaries as of the close of their respective last
          financial year have been signed off by the statutory auditors of each
          of these companies. The above-mentioned financial statements of 3L,
          Landanger-Camus and the Subsidiaries have been approved by the
          shareholders of these companies within the time period required
          therefor by applicable laws.

          True and complete copies of the above-mentioned financial statements
          (hereinafter referred to as the "Financial Statements") and of the
          legally-required reports of 3L, Landanger-Camus and the Subsidiaries'
          respective statutory auditors are attached hereto as Exhibit 2.4.1.

2.4.2     The Financial Statements :

          (i)   are correct and give in all respects a true and fair view of the
                assets, liabilities and financial situation of the relevant
                company as of their respective dates or in respect of the
                periods covered thereby;

          (ii)  give a true and fair view of the results of the operations and
                shareholders' equity of the relevant company; and

          (iii) have been prepared in a careful, diligent and professional
                manner, and in accordance with applicable rules and Generally
                Accepted Accounting Principles.

2.4.3     Without limiting the generality of the foregoing, the accounts
          receivable, loans, advances, and any other sums owed to 3L, Landanger-
          Camus or the Subsidiaries as recorded in the Financial Statements and
          not paid or settled as of the Closing Date, or incurred since the
          close of the Financial Statements and not paid or settled as of the
          Closing Date :

          (i)   are valid;

          (ii)  are not subject to any dispute, set-off or counterclaim; and

          (iii) are collectible.

          Except as otherwise disclosed in Exhibit 2.4.3 hereto, none of such
          assets are subject to any prior assignment, lien or security interest.
<PAGE>
 
                                      -8-

2.4.4     Accounts receivable owed by Geyser S.A. to 3L, Landanger-Camus and/or
          the Subsidiaries will be paid by Geyser S.A. by 31, May 1997 at the
          latest. Any such account receivable not paid by 15 July, 1997 will
          bear interests at a rate equal to the French legal interest rate
          (published in the French Official Journal) plus three (3) points per
          year. For any such accounts receivable owed by Geyser S.A. and not
          paid by 31 May 1997, 3L, Landanger-Camus or the Subsidiaries will send
          to Geyser S.A. a formal notice by registered mail with return receipt
          requested. If such account receivable is not paid by Geyser S.A.
          within eight (8) days from the sending of such formal notice, and even
          if Geyser S.A. disputes the validity or amount of such account
          receivable, the Guarantors will indemnify the Beneficiary for the full
          amount of such account receivable and interest thereon, within thirty
          (30) days from receipt by the Guarantors of a notice from the
          Beneficiary stating that Geyser S.A. has not paid such account
          receivable together with a copy of the formal notice initially sent by
          3L, Landanger-Camus or the Subsidiaries to Geyser S.A.,
          notwithstanding any provision to the contrary in this Indemnification
          Agreement and particularly in Section 4.2.3(a) hereto or in other
          agreements.

2.4.5     Except as disclosed in Exhibit 2.4.5 hereto, there is no potential
          liability or liabilities which could result from any court judgment,
          out-of-court settlement, administrative decision, binding order, event
          or factor of whatever nature, (i) in an amount, individually or in the
          aggregate, in excess of one (1) million French Francs and (ii) which
          was not recorded in the Financial Statements, or which has been
          revealed since such date not in the ordinary course of business and
          consistent with recent past practice.

2.4.6     The excess of debt over cash of Landanger-Camus (to be calculated
          pursuant to Exhibit 2.4.6 hereto) on a consolidated basis is not
          greater than as of 31 August 1996 (as set forth in Exhibit 2.4.6)
          subject to differences only due to seasonal fluctuations, i.e. to
          facts, operations or transactions that occur regularly every year at
          the same time period of the year and provided they have occurred in
          the ordinary course of business and are consistent with recent
          practice.


SECTION 2.5 - GEYSER S.A. - AED SOFT - SURGICAL INSTRUMENTS ACTIVITY
--------------------------------------------------------------------

2.5.1     The operations described in Sections 4.3 and 4.4 of the Share Purchase
          Agreement have been completed in their entirety, in accordance with
          all applicable laws and regulations, without any infringement of any
          obligations or commitments, whether legal, contractual or other, and
          none of the Beneficiary, 3L, Landanger-Camus or any of the
          Subsidiaries will incur any liabilities whatsoever, including without
          limitation any tax liabilities, resulting therefrom.
<PAGE>
 
                                      -9-

2.5.2     All amounts owed as of the Closing Date, or which might fall due
          thereafter, for whatever reason to 3L, Landanger-Camus or any of the
          Subsidiaries, by Geyser S.A., or AED Soft or regarding the surgical
          instruments activity (as such term is described in Section 4.4 of the
          Share Purchase Agreement) are listed in Exhibit 2.5.2 hereto. Such
          sums will be entirely, timely and validly paid by such companies, or
          by the entity which will carry out the Surgical Instrument Activity,
          subject to section 2.4.4 regarding the amounts owed by Geyser S.A. to
          3L, Landanger-Camus or the Subsidiaries.


SECTION 2.6 - CONDUCT OF BUSINESS PRIOR TO THE CLOSING
------------------------------------------------------

During the period from the date of execution of the Share Purchase Agreement to
the Closing, 3L, Landanger-Camus and the Subsidiaries have carried out their
respective businesses with due care and only in the ordinary course of business,
have maintained the integrity of their assets and, in particular, their
prospects and business relationships, and have not increased their liabilities
other than in the ordinary course of business and in no event by more than one
million (1,000,000) French Francs.  Without in any respect limiting the
generality of the foregoing, prior to the Closing, 3L, Landanger-Camus and the
Subsidiaries have not, without the Beneficiary's prior written consent :

(a)       sold, transferred or otherwise disposed of any of their assets, except
          for:

          (i)   sales of inventory in the ordinary course of business;

          (ii)  the operations provided for in Sections 4.3 and 4.4 of the Share
                Purchase Agreement; and

          (iii) the transfer to Landanger-Camus of the shares of the SCIs
                ORTHOTIM and GAM respectively Lessee under a financing lease
                (preneur a credit bail) and owning the premises located in
                Villeurbanne;

(b)       mortgaged, pledged or encumbered, or granted any privilege or
          guarantee affecting, any of their assets;

(c)       increased the remuneration or employment benefits of any of their
          employees, officers, representatives or advisors;

(d)       initiated any collective or individual termination of employment
          agreements, other than for faute grave or faute lourde;

(e)       concluded any new employment agreement, or terminated or modified, in
          any manner whatsoever, any employment agreements in force as of the
          date hereof, with the exception of those entered into between any
          shareholders and Landanger-Camus, 3L or any of the Subsidiaries, which
          must be terminated at the latest on the Closing Date (except for
          Michel Colombier's contract and Maryvonne Guibert's contract, in
          accordance with Section 2.13.5 below);

(f)       modified, terminated or canceled any contracts by which they are bound
          under circumstances which would affect their business relations,
          prospects,
<PAGE>
 
                                     -10-

          relationship with developers and licensors or the operations
          contemplated in the Share Purchase Agreement;

(g)       entered into or renewed any Material contract with respect to their
          assets or business, except in the ordinary course of business or as
          contemplated under the Share Purchase Agreement; a contract is deemed
          "Material" when it has a direct or indirect impact of thirty thousand
          (30,000) French Francs or more;

(h)       maintained levels of inventory of their products inconsistent with
          their past practices, subject to usual seasonal variations and
          customer demands;

(i)       operated credit control, cash collection and payment inconsistent with
          recent past practice;

(j)       paid any obligation or liability relating to or in respect of their
          business, other than current liabilities in the ordinary course of
          their business, or waived, released or settled any rights or claims of
          3L, Landanger-Camus or the Subsidiaries relating to or in respect of
          their businesses exceeding two hundred and fifty thousand (250,000)
          French Francs in the aggregate per company;

(k)       authorized or proposed any of the foregoing, or entered into any
          agreement, commitment or undertaking, written or oral, to do any of
          the foregoing; or

(l)       incurred any capital expenditure in excess of fifty thousand (50,000)
          French Francs for a single investment, or one hundred thousand
          (100,000) French Francs in the aggregate per company;


SECTION 2.7 - LITIGATION AND COMPLIANCE
---------------------------------------

2.7.1     Except as otherwise disclosed in Exhibit 2.7.1 hereto, there is no
          pending or threatened action, claim, suit, arbitration or proceeding
          against 3L, Landanger-Camus or any of the Subsidiaries.

2.7.2     3L, Landanger-Camus and the Subsidiaries have conducted, and continue
          to conduct their respective businesses in all Material respects in
          compliance with applicable laws and regulations (including, without
          limitation, all applicable tax, social security, criminal, customs,
          labor, consumer protection, competition, zoning and product
          regulations); non compliance is deemed "Material" when it has a direct
          or indirect impact of thirty thousand (30,000) French Francs or more.

2.7.3     Except as otherwise disclosed in Exhibit 2.7.3 hereto, none of 3L,
          Landanger-Camus or any of the Subsidiaries have received: (i) any
          notification from any public authority of any violation of any such
          laws or regulations, or (ii) any notification or correspondence
          relating to any inquiry implying any such violation.

2.7.4     There is no court judgment, out-of-court settlement, administrative
          decision, binding order, event or factor of whatever nature, nor any
          risk of same, which could result in a prohibition to manufacture, sell
          or otherwise deal with
<PAGE>
 
                                     -11-

          a product which is Material to the activities of 3L, Landanger-Camus
          and the Subsidiaries; a product is deemed "Material" to the activities
          of 3L, Landanger-Camus and the Subsidiaries when sales of such product
          are above thirty thousand (30,000) French Francs per year.

2.7.5     Notwithstanding the generality of the above provisions, there is no
          action against any of 3L, Landanger-Camus or the Subsidiaries, or any
          of their employees, corporate officers (mandataires sociaux) or
          shareholders, nor to the best knowledge of the Guarantors any risk of
          same, nor any potential liability for any of 3L, Landanger-Camus or
          the Subsidiaries, relating to: (i) a violation of Article L.365-1 of
          the French Public Health Code, with the exception of the action
          currently pending against an officer of Medinov AMP and/or (ii) a
          violation of Articles L. 209-1 and following of the French Public
          Health Code (Huriet Law) and/or (iii) any criminal offense.

2.7.6     Notwithstanding the generality of the above provisions, there is no
          action against any of 3L, Landanger-Camus or the Subsidiaries, nor any
          risk of same, nor any potential liability for any of 3L, Landanger-
          Camus or the Subsidiaries resulting from any breach of the stock
          exchange regulations.

SECTION 2.8 - INTELLECTUAL PROPERTY
-----------------------------------

2.8.1     3L, Landanger-Camus and the Subsidiaries own all French and foreign
          intellectual property rights (including droits d'auteurs), copyrights,
          drawings, logos, patents and patent applications, manufacturing and
          trade secrets, manufacturing marks, trademarks or service marks,
          inventions, know-how, and licenses or sublicenses relating thereto
          which they use in the conduct of their respective activities
          (hereinafter referred to as the "Intellectual Property") as same is
          listed in Exhibit 2.8.1.A hereto, except for: (i) those which are in
          the public domain, and (ii) the intellectual property right owned and
          licensed by third parties, as same is specifically identified in said
          Exhibit 2.8.1.B hereto.

2.8.2     Exhibit 2.8.1.A lists the respective commercial names pertaining to
          said Intellectual Property when applicable.

2.8.3     In respect of all Intellectual Property which is registered as of the
          date hereof, all the applications submitted have been duly filed
          and/or registered and/or issued, and/or renewed when applicable, are
          valid and in full force and effect, and in compliance with all
          applicable laws and regulations and all annual renewal fees relating
          thereto have been paid.

2.8.4     Except as otherwise disclosed in Exhibit 2.8.4 hereto and to the best
          knowledge of the Guarantors, none of the Intellectual Property
          infringes or otherwise violates any right of any third party in any
          country, and more generally, there are no known or threatened claims
          of infringement of any intellectual property rights of any third
          party.  No claims or demands by any other person pertaining to any of
          the Intellectual Property have been made or are threatened.
<PAGE>
 
                                     -12-

2.8.5     To the best knowledge of the Guarantors, none of the Intellectual
          Property is subject to any infringement or other violation by a third
          party, under any form, and in any country.


SECTION 2.9 - ENVIRONMENTAL CONDITIONS
--------------------------------------

2.9.1     None of 3L, Landanger-Camus nor any of the Subsidiaries has been or is
          in breach of any environmental laws, regulations or injunctions
          (hereinafter referred to as the "Environmental Law"). In particular,
          there are no substances present on or under the premises used by any
          of them, or in connection with the conduct and operation of their
          respective activities which constitute a breach of any Environmental
          Law.

2.9.2     None of 3L, Landanger-Camus nor any of the Subsidiaries is subject to
          any liabilities (including liabilities for cleaning up and/or
          remediation, and/or costs for personal injury or property damage) as a
          result of any Material breach of any Environmental Law; a breach is
          deemed "Material" when it has a direct or indirect impact of thirty
          thousand (30,000) French Francs or more.

2.9.3     No expenditures are required in connection with the activities of any
          of 3L, Landanger-Camus or any of the Subsidiaries, as same are
          presently conducted, in order to comply with any Environmental Law.


SECTION 2.10 - REAL PROPERTY
----------------------------

2.10.1    Exhibit 2.10.1.A hereto lists (together with a map) each parcel of
          real property owned by 3L, Landanger-Camus and the Subsidiaries
          (hereinafter referred to as the "Real Property"). 3L, Landanger-Camus
          and the Subsidiaries have full and valid title to all Real Property,
          free from any mortgages, liens, pledges or other encumbrances.

          Exhibit 2.10.1.B hereto lists each parcel of real property leased by
          3L, Landanger-Camus and the Subsidiaries (hereinafter referred to as
          the "Leased Real Property") stating for each parcel: (i) the address
          of the parcel, (ii) the name and address of the owner, (iii) the type
          of lease, (iv) date of entry into force and the term of the lease and
          (v) the amount of the rent.

          3L, Landanger-Camus and the Subsidiaries have full and valid deeds to
          lease all the Leased Real Property, free from any encumbrances.

2.10.2    All documents necessary to prove the title of 3L, Landanger-Camus and
          the Subsidiaries to the Real Property and the existence of valid
          leases to the benefit of 3L, Landanger-Camus and the Subsidiaries for
          the Leased  Real Property are in the possession of the relevant
          company.
<PAGE>
 
                                     -13-

2.10.3    To the best knowledge of the Guarantors, the Real Property and the
          Leased Real Property is free from defects, in a good state of repair,
          and in good working order, and is capable of being properly used in
          connection with the respective activities of 3L, Landanger-Camus and
          the Subsidiaries.

2.10.4    With the exception of the real property located at Fillinge and
          described in Exhibit 2.10.4 hereto, no third party owns any real
          property required in connection with the conduct of the respective
          activities of 3L, Landanger-Camus and the Subsidiaries. The commercial
          lease currently in effect for the real property located at Fillinge
          will be terminated as from the Closing Date at no cost to 3L,
          Landanger-Camus or the Subsidiaries and a short-term lease with a term
          of two years as from the Closing Date and terminable at any time with
          a three (3) month notice period from the lessee will be entered into
          by the Closing Date.


SECTION 2.11 - PERSONAL PROPERTY
--------------------------------

2.11.1    As of the date of close of the Financial Statements, 3L, Landanger-
          Camus and the Subsidiaries had full and valid title to, free and clear
          from any charges, liens, pledges or other encumbrances, all of the
          personal tangible and intangible property as reflected in the
          Financial Statements.

2.11.2    On the Closing Date, 3L, Landanger-Camus and the Subsidiaries will
          have full and valid title to, free and clear from any charges, liens,
          pledges or other encumbrances, such personal property, as well as to
          all personal tangible and intangible property acquired in the ordinary
          course of business as defined in Section 2.6 hereof, with the
          exception of personal tangible and intangible property which have been
          disposed of since the date of close of the Financial Statements in the
          ordinary course of business (the resulting personal property on the
          Closing Date is hereinafter referred to collectively as the "Personal
          Property").

2.11.3    The Personal Property is free and clear from any charges, liens,
          pledges or other encumbrances, from defects, is in a good state of
          repair and in good working order, and is capable of being properly
          used in connection with the respective activities of 3L, Landanger-
          Camus and the Subsidiaries, except as disclosed in Exhibit 2.11.3
          hereto.

2.11.4    No third party owns any other personal property, whether tangible or
          intangible, required for the conduct of the respective activities of
          3L, Landanger-Camus or the Subsidiaries except as disclosed in Exhibit
          2.11.4 hereto.


SECTION 2.12 - MATERIAL CONTRACTS
---------------------------------

2.12.1    All Material outstanding contracts, purchase orders, licenses and sub-
          licenses (both domestic and foreign), leases (whether for real or
          personal property), loan agreements, agreements regarding subsidies
          granted to 3L, Landanger-Camus or the Subsidiaries, mortgages and
          other undertakings of any kind, whether written or oral, to which 3L,
          Landanger-Camus or any of the
<PAGE>
 
                                     -14-

          Subsidiaries is a party, or to which any of the assets, liabilities or
          activities of any of these companies is subject (hereinafter referred
          to as the "Contracts"), are valid, binding and in full force and
          effect, comply with all applicable laws and regulations, have been
          concluded on an arm's length basis; contracts, purchase orders,
          licenses and sub-licenses, leases, loan agreements, agreements
          regarding subsidies are deemed "Material" when they have a direct or
          indirect impact of thirty thousand (30,000) French Francs or more.

2.12.2    All Contracts with a duration of more than one year or involving the
          payment or receipt of sums in excess of 300,000 French Francs per year
          are listed in Exhibit 2.12.2 hereto.

2.12.3    Except as otherwise disclosed in Exhibit 2.12.3 hereto, none of 3L,
          Landanger-Camus or any of the Subsidiaries are in default under any of
          the Contracts, or is aware of any default committed by any contracting
          party thereto.

2.12.4    All consents or approvals from any contracting party to any of the
          Contracts required for the sale of the Shares by the Sellers and/or
          the Purchase of the Shares by the Beneficiary have been validly
          obtained.

2.12.5    The transfer to the Beneficiary of title to the Shares will not,
          directly or indirectly, conflict in any way with the provisions, or
          result in a breach, suspension, amendment or termination, of any of
          the Contracts (including without limitation product licence agreements
          with product developers, agreements regarding Intellectual Property
          rights, loan agreements and agreements regarding subsidies granted to
          3L, Landanger-Camus or the Subsidiaries) or give to the other
          contracting third party a right to terminate or amend same.

2.12.6    None of 3L, Landanger-Camus or any of the Subsidiaries have received a
          notification of the intent of any contracting third party to terminate
          or to not renew any of the Contracts.

2.12.7    Without limiting the generality of the foregoing, none of 3L,
          Landanger-Camus or the Subsidiaries is a party to any Contract which
          is unrelated to their respective activities.


SECTION 2.13 - LABOR MATTERS
----------------------------

2.13.1    Exhibit 2.13.1 hereto sets forth the number of employees, categorized
          by activity or country, working as of the Closing Date at the sites of
          3L, Landanger-Camus and the Subsidiaries.

2.13.2    3L, Landanger-Camus and the Subsidiaries comply in all Material
          respects with applicable labor and social security laws and
          regulations; non-compliance is deemed "Material" when it has a direct
          or indirect impact of thirty thousand (30,000) French Francs or more.
<PAGE>
 
                                     -15-

2.13.3    Except as otherwise disclosed in Exhibit 2.13.3 hereto, no corporate
          officer (mandataire social), employee or agent of 3L, Landanger-Camus
          or the Subsidiaries has any rights exceeding the statutory
          requirements (including those existing in collective bargaining
          agreements which apply to the company concerned), including in case of
          termination of their functions.

2.13.4    No trade union or labor disputes or work stoppages involving 3L,
          Landanger- Camus or the Subsidiaries are pending or, to the best
          knowledge of the Guarantors, threatened, except as disclosed in
          Exhibit 2.13.4 hereto.

2.13.5    Except as disclosed in Exhibit 2.13.5 hereto, none of the Sellers will
          have an employment agreement with 3L, Landanger-Camus or any of the
          Subsidiaries as of the Closing Date. If any of the Sellers had
          employment agreements prior to the Closing, same will be terminated
          (except as disclosed in Exhibit 2.13.5 hereto) at no cost to 3L,
          Landanger-Camus or the Subsidiaries.


SECTION 2.14 - EMPLOYEE BENEFIT MATTERS
---------------------------------------

2.14.1    Exhibit 2.14.1 hereto lists all benefit plans, profit-sharing plans
          (whether mandatory or voluntary), company savings plans, stock option
          plans, retiree, medical or life insurance plans, and retirement and
          severance agreements for the benefit of any officer or employee of 3L,
          Landanger-Camus and the Subsidiaries (hereinafter collectively
          referred to as the "Plans"). Each of the Plans complies in all
          Material respects with all applicable laws; non-compliance is deemed
          "Material" when it has a direct or indirect impact of thirty thousand
          (30,000) French Francs or more.

2.14.2    Adequate reserves have been recorded in the accounts of 3L, Landanger-
          Camus and the Subsidiaries in order to cover all the benefits and
          advantages provided for in the Plans.

2.14.3    Entitlements to paid vacation accrued as of the respective dates of
          the Financial Statements but unused are adequately provided for in the
          Financial Statements.


SECTION 2.15 - TAXES AND SOCIAL SECURITY CHARGES
------------------------------------------------

2.15.1    For purposes of this Indemnification Agreement, the term "Taxes" will
          include all forms of taxation and other public duties, whether in
          France or elsewhere, including but not limited to income tax (impot
          sur le revenu), corporation income tax (impot sur les societes),
          capital gains tax (impot sur les plus-values), value added tax (taxe
          sur la valeur ajoutee), business tax (taxe professionnelle), other
          local taxes (autres impots locaux), registration duties (droits
          d'enregistrement), customs and excise duties (droits de douanes),
          stamp duties (droit de timbre), social security and pension
          institutions (URSSAF), payments into voluntary or mandatory private
          health care schemes, unemployment contributions (ASSEDIC), any other
          governmental past or present local taxes, duties or social charges,
          any other contributions to public, semi-public or private bodies
          organisms, as well as any interest or penalties incurred in connection
          with any of the foregoing.
<PAGE>
 
                                     -16-

2.15.2    Until the Closing Date :

(a)       all of the Tax returns required to be filed with respect to 3L,
          Landanger-Camus and the Subsidiaries have been timely filed;

(b)       all such returns are or will be correct and complete in all Material
          respects; non-compliance is deemed "Material" when it has a direct or
          indirect impact of thirty thousand (30,000) French Francs or more.

(c)       no adjustment relating to such returns has been proposed or imposed by
          any tax or social security authority;

(d)       there have not been actions or proceedings for the assessment or
          collection of Taxes pending or, to the best knowledge of the
          Guarantors, threatened against 3L, Landanger-Camus or any of the
          Subsidiaries, except as otherwise disclosed in Exhibit 2.15.2(d)
          hereto;

(e)       all Taxes shown on such returns or otherwise due have been timely and
          properly paid, or adequate reserves have been provided on the
          Financial Statements to pay same;

(f)       any Taxes falling due by the Closing Date have been timely and
          properly paid by 3L, Landanger-Camus and the Subsidiaries; and

(g)       all reserves and liabilities for Tax have been adequately and
          correctly accounted for in the accounts of 3L, Landanger-Camus and the
          Subsidiaries;

(h)       there have not been nor will be disallowed transfer prices for
          intragroup services and assets and no disguised profit distributions
          and similar operations.


SECTION 2.16 -  UNDISCLOSED LIABILITIES
---------------------------------------

With the exception of the liabilities shown in the Financial Statements or which
have been incurred by 3L, Landanger-Camus or the Subsidiaries in the ordinary
course of business as described in Section 2.6 hereof since the date of close of
the Financial Statements, none of 3L, Landanger-Camus or any of the Subsidiaries
have any liabilities of whatever nature, whether certain, contingent, future or
otherwise.
 
None of 3L, Landanger-Camus or any of the Subsidiaries have granted any warranty
to, or stands surety for, any third party for any reason whatsoever.

No shareholder of 3L, Landanger-Camus or any of the Subsidiaries has any right
against 3L, Landanger-Camus or any of the Subsidiaries.


SECTION 2.17 - DIVIDENDS - RECAPITALIZATION AND PURCHASE OF SHARES
------------------------------------------------------------------

2.17.1    The dividend declared out of the profits of Landanger-Camus for the
          financial year ended on 31 August 1996 has not exceeded seven million
          five hundred
<PAGE>
 
                                     -17-

          and seventy two thousand eight hundred and forty five (7,572,845)
          French Francs. No precompte tax (tax for previous deduction) is due in
          connection with this dividend. No dividend has been paid out of the
          profits of 3L and the Subsidiaries for their respective last financial
          year.

2.17.2    Since the close of the financial year covered by the Financial
          Statements, none of 3L, Landanger-Camus or the Subsidiaries have :

(a)       authorized the issue or have issued any securities other than those
          reflected in the Financial Statements; or

(b)       directly or indirectly redeemed or purchased any of their shares or
          securities, or agreed to take any such action.


SECTION 2.18 - INSURANCE
------------------------

2.18.1    3L, Landanger-Camus and the Subsidiaries maintain insurance of the
          type and covering amounts appropriate for the ownership and operation
          of their assets, and the conduct of their respective activities.

2.18.2    Exhibit 2.18.2 hereto lists all pending events, claims, disputes and
          litigations involving insurance policies relating to 3L, Landanger-
          Camus or the Subsidiaries as well as all the insurance policies
          relating to 3L, Landanger-Camus or the subsidiaries. There are no
          other pending claims under the insurance policies from which 3L,
          Landanger-Camus and the Subsidiaries currently benefit.

2.18.3    None of 3L, Landanger-Camus or the Subsidiaries are in Material breach
          or default of, and no event has occurred which will constitute such a
          breach or default or permit termination or modification of, any such
          insurance policy; a breach is deemed "Material" when it has a direct
          or indirect impact of thirty thousand (30,000) French Francs or more.
          To the best knowledge of the Guarantors, all insurance premiums due on
          or before the Closing Date have been paid in full by 3L, Landanger-
          Camus and the Subsidiaries.


SECTION 2.19 - INTERESTED PARTIES
---------------------------------

2.19.1    None of the Sellers, or any shareholder, corporate officer (mandataire
          social) or employee of 3L, Landanger-Camus or the Subsidiaries, or any
          individual related to any such persons, or any affiliate or other
          legal entity or enterprise directly or indirectly affiliated or
          associated with any of such persons :

          (i)  has directly or indirectly entered into any oral or written
               agreement with 3L, Landanger-Camus or any of the Subsidiaries,
               with the exception of the employment agreements for employees of
               such companies, including but not limited to those involving the
               payment of any fee, commission, pension, life annuity or any
               other sum whatsoever, except as otherwise disclosed in Exhibit
               2.19.1(i) hereto; or

          (ii) has any right, or has claims in respect thereof, directly or
               indirectly, in whole or in part, over any of the Real Property,
               the Leased Real
<PAGE>
 
                                     -18-

          Property, the Personal Property, or the Intellectual Property used by
          3L, Landanger-Camus and the Subsidiaries, except as otherwise
          disclosed in Exhibit 2.19.1(ii) hereto.

2.19.2    Any outstanding shareholders' loans and current accounts (comptes
          courants d'actionnaire) of 3L, Landanger-Camus or the Subsidiaries
          will have been paid or reimbursed prior to the Closing Date.


SECTION 2.20 - PRODUCT LIABILITY
--------------------------------

All products manufactured and/or sold by 3L, Landanger-Camus and the
Subsidiaries comply in all Material respects with all applicable rules,
regulations, purchase orders and standards; non-compliance is deemed "Material"
when it has a direct or indirect impact of thirty thousand (30,000) French
Francs or more.  There have not been any recalls or required adaptation or
modification of such products prior to the Closing Date, except as disclosed in
Exhibit 2.20 hereto.


         SECTION 3 - REPRESENTATIONS AND WARRANTIES OF THE BENEFICIARY


The Beneficiary hereby represents and warrants as follows :


SECTION 3.1 - ORGANIZATION
--------------------------

The Purchaser is a corporation validly organized under the laws of the State of
Delaware, United States of America.  The Beneficiary, to whom the Purchaser has
assigned its rights and obligations under the Share Purchase Agreement, is a
corporation validly organized under the laws of France.


SECTION 3.2 - AUTHORITY - NO CONFLICTS - NO APPROVALS
-----------------------------------------------------

The Beneficiary has full authority and capacity to execute the Share Purchase
Agreement and the Indemnification Agreement, and to perform same.

The execution of the Share Purchase Agreement and the Indemnification Agreement
and the performance by the Beneficiary of its obligations under such agreements
have been authorized by the Beneficiary's Board of Directors and do not require
any prior authorization, clearance or approval of any kind whatsoever from any
third party, including public or administrative authorities, whether national or
supranational, other than those set forth in Section 4.2 of the Share Purchase
Agreement.  The Share Purchase Agreement and the Indemnification Agreement have
been duly executed by the Purchaser and the Beneficiary, and constitute the
Beneficiary's legal, valid and binding obligation enforceable against them in
accordance with the terms of such Agreements.  There is no litigation which
would prevent the Beneficiary from performing its obligations under the Share
Purchase Agreement and the Indemnification Agreement.
<PAGE>
 
                                     -19-

                          SECTION 4 - INDEMNIFICATION


SECTION 4.1 - SURVIVAL OF REPRESENTATIONS AND WARRANTIES
--------------------------------------------------------

4.1.1     The representations and warranties of the Guarantors and the
          Beneficiary contained in this Indemnification Agreement and the
          Exhibits hereto are valid as of the date of signature of the Share
          Purchase Agreement and will remain in force from the date of signature
          of the Share Purchase Agreement until the Closing Date, and for a
          further period of three (3) years following the Closing Date.

          Notwithstanding the foregoing, the representations and warranties
          pertaining to tax and social security matters will remain in force
          until expiry of a sixty (60) day period following expiry of the
          applicable statute of limitations.

          Any claim to be made pursuant hereto will therefore have to be made
          within the above-mentioned period.

4.1.2     No claim may be made pursuant hereto on the basis of any
          representation or warranty which has expired pursuant to sub-section
          4.1.1 above.


SECTION 4.2 - REFUND OF PART OF THE PRICE BY THE GUARANTORS
-----------------------------------------------------------

4.2.1     Except as otherwise limited, the Guarantors will jointly and severally
          (solidairement) refund a part of the price paid by the Beneficiary for
          the Shares, such refunded sums being equal to any and all losses,
          liabilities, damages, costs and expenses, including, without
          limitation, interest, penalties and reasonable attorneys' fees and
          expenses (hereinafter referred to as a "Loss" or "Losses") suffered
          directly or indirectly by the Beneficiary, 3L, Landanger-Camus and/or
          the Subsidiaries arising out of or resulting from any inaccuracy in or
          breach of any representation or warranty made by the Guarantors in
          this Indemnification Agreement, it being understood, however, that no
          Loss shall be deemed to have occurred if it has been sufficiently and
          adequately reserved in the unaudited consolidated balance sheet of the
          Landanger-Camus Group as of 28 February 1997 to be delivered to the
          Purchaser or Beneficiary pursuant to Section 2.2.2 of the Share
          Purchase Agreement. Moreover, the following is expressly specified:

(a)       any sum paid by the Guarantors to the Beneficiary pursuant to this
          Section is deemed to be a refund (remboursement) of part of the
          purchase price paid by the Beneficiary for the Shares pursuant to the
          Share Purchase Agreement.

(b)       any Loss caused by a third party claim, and for which a final decision
          is made in accordance with the stipulations of this Indemnification
          Agreement that the Beneficiary must be refunded by the Guarantors in
          respect of such Loss, will include interest at a rate equal to the
          Paris Interbank Offered Rate-one year plus 1.5 point on the amount of
          any payment made by 3L, Landanger-Camus or the Subsidiaries as a
          result of a third party claim, as from the date on which a payment was
          made, or a Loss was suffered, by 3L, Landanger-
<PAGE>
 
                                     -20-

          Camus or the Subsidiaries as a result of such third party claim, until
          the date on which such Loss is refunded by the Guarantors; and

(c)       in the event of a claim by the Beneficiary pursuant to its right to be
          refunded, the Guarantors may in no way claim that they are relieved in
          whole or in part (including by way of a reduction of the amount
          recoverable and/or another concept of mitigation of damages) of any or
          all of their obligation to refund based on the fact that the
          Beneficiary was or should have been aware of the situation, whether by
          virtue of : (x) investigations conducted by or on behalf of the
          Beneficiary, (y) information provided to the Beneficiary prior to the
          date hereof other than as expressly provided otherwise in this
          Indemnification Agreement, or (z) any other information which the
          Beneficiary may have received at any time relating to the subject
          claim.

4.2.2     At Closing, the Guarantors will provide the Beneficiary with a first
          demand bank guaranty (garantie bancaire a premiere demande)
          (hereinafter referred to as the "Guaranty") given by Paribas
          Luxembourg, the purpose of which is to guarantee the payment(s) to be
          made by the Guarantors to the Beneficiary pursuant to this
          Indemnification Agreement. The amount of the Guaranty will be
          sufficient to cover:

(a)       during the year from the Closing Date to the date of the first
          anniversary thereof : ten percent (10%) of the price for the Shares
          paid to the Guarantors pursuant to Section 2.2 of the Share Purchase
          Agreement, provided that if after the Closing, the Beneficiary pays a
          portion or the total of the Additional Price pursuant to Section 2.2.4
          of the Share Purchase Agreement, the amount of the Guaranty will be
          increased to cover 10% of the Additional Price paid to the Guarantors;

(b)       during the year from the first anniversary of the Closing Date to the
          date of the second anniversary thereof: six percent (6%) of the price
          for the Shares and the Additional Price paid to the Guarantors
          pursuant to Section 2.2 of the Share Purchase Agreement;

(c)       during the year from the second anniversary of the Closing Date to the
          date of the third anniversary thereof: three percent (3%) of the price
          for the Shares and the Additional Price paid to the Guarantors
          pursuant to Section 2.2 of the Share Purchase Agreement.

          The functioning of the Guaranty and the related escrow account is
          described in the "Irrevocable first demand guarantees n  97/03/0014
          and 97/03/0015" and the related Escrow Agreement signed this day
          between the Beneficiary, the Guarantors and the Banque Paribas
          Luxembourg S.A. 
<PAGE>
 
                                     -21-

4.2.3     The Guarantors' obligation to refund the Beneficiary in accordance
          with this Indemnification Agreement will be subject to the following
          limitations:

(a)       The Guarantors will not be obligated to refund to the Beneficiary a
          portion of the price in accordance with the provisions of this Section
          4:

          (i)  in respect of any single Loss in an amount not exceeding fifty
               thousand (50,000) French Francs, it being understood that if
               there is more than one single Loss of the same nature or having
               the same cause, the amounts of each of such single Losses will be
               added together to form one and the same single Loss, this for
               purposes of calculating whether or not the threshold of fifty
               thousand (50,000) French Francs is reached and assessing whether
               or not a reduction in the price is due; or

          (ii) if the aggregate amount of all single Losses is under seven
               million (7,000,000) French Francs. The provisions under Section
               2.4.4 hereto will not be taken into account for calculating this
               amount.

(b)       The aggregate amount of the refund paid by the Guarantors to the
          Beneficiary pursuant to the terms of this Indemnification Agreement
          will not exceed the purchase price paid by the Beneficiary for the
          Shares, as stipulated in Section 2.2 of the Share Purchase Agreement;

(c)       Any proceeds actually recovered by 3L, Landanger-Camus or any of the
          Subsidiaries, as the case may be, in respect of any Loss, in
          particular under any insurance policy or indemnification agreement or
          guarantee, as well as the net amount of any tax impact favorable to
          3L, Landanger-Camus or any of the Subsidiaries as a result of a Loss,
          will reduce the amount of such Loss; and

INSERT "INSERT 1"

(d)       Any amount recovered by the Beneficiary or 3L, Landanger-Camus or the
          Subsidiaries from third parties with respect to a Loss which has given
          rise to a refund by the Guarantors will be promptly repaid to the
          Guarantors.


SECTION 4.3 - INDEMNIFICATION BY THE BENEFICIARY
------------------------------------------------

Except as otherwise limited herein, the Beneficiary will indemnify the
Guarantors in respect of any and all liabilities, damages, costs and expenses
(including reasonable attorneys' fees and expenses) suffered by them arising out
of or resulting from any inaccuracy in, or breach of, any representation or
warranty made by the Beneficiary contained in this Indemnification Agreement.


SECTION 4.4 - GENERAL INDEMNIFICATION PROVISIONS
------------------------------------------------

4.4.1     For the purposes of this Section 4.4: (i) the term "Indemnitee" will
          refer to the person or persons refunded in respect of part of the
          purchase price or indemnified, or entitled to be refunded or
          indemnified, or claiming to be entitled to be refunded or indemnified,
          pursuant to the provisions of Sections 
<PAGE>
 
                                   INSERT 1

The amount of the Loss will be reduced by any reserve which no longer appears in
the accounts ("the surplus reserve"), and further provided that the surplus
reserve and the Loss belong to the same category of accounts being defined as
the same accounts with three figures as the same appear in the Plan comptable
general.
<PAGE>

                                     -22-
 
          4.2 or 4.3, as the case may be, (ii) the term "Indemnitor" will refer
          to the person or persons having the obligation to refund or indemnify
          pursuant to such provisions, and (iii) the term "Parties' Losses" will
          refer to the Losses of either Party hereto, 3L, Landanger-Camus or the
          Subsidiaries, as the case may be. The obligations and liabilities of
          an Indemnitor under this Section 4 with respect to Losses subject to
          the refund or indemnification provided for in this Article
          (hereinafter referred to as the "Indemnified Claims") will be governed
          by and contingent upon the following additional terms and conditions,
          it being understood that the refund or indemnification will only be
          available hereunder if the following terms and conditions are
          followed.

4.4.2     An Indemnitee will give the Indemnitor notice of any matter that may
          give rise to a right to a refund or indemnification under this
          Indemnification Agreement within thirty (30) days after being made
          aware thereof and, together with such notice, the Indemnitee will
          provide to the Indemnitor all information in its possession with
          respect to the claim and will provide such further information and
          assistance as may be reasonably requested by the Indemnitor.

          When the Beneficiary is the Indemnitee within the meaning given to
          such term in this Section, the Beneficiary must also notify the Banque
          Paribas Luxembourg S.A. in conformity with the irrevocable first
          demand guarantees mentioned in Section 4.2.2 of this Agreement, such
          obligation remaining valid until expiry of said guarantees.

          The Indemnitor will be entitled to assume and control the defense of
          such Indemnified Claim at its expenses and through counsel of its
          choice by notifying the Indemnitee of its intention to do so within
          fifteen (15) days of receipt of such notice from the Indemnitee.

          The Indemnitee will cooperate with the Indemnitor in such defense, and
          make available to it all such witnesses, records, materials and
          information in its possession or under its control relating thereto as
          is reasonably required by the Indemnitor, and will transmit without
          delay to the Indemnitor any information, notification, court or
          arbitration decision or proposal to settle relating thereto which it
          receives.

          Similarly, in the event the Indemnitee is conducting the defense
          against any Indemnified Claim, the Indemnitor will cooperate with the
          Indemnitee in such defense and make available to it at Indemnitor's
          expense all such witnesses, records, materials and information in its
          possession or under its control relating thereto as is reasonably
          required by the Indemnitee.

          In any event, the Party conducting the defense against any Indemnified
          Claim will keep the other party reasonably informed of the development
          of such Indemnified Claim.

4.4.3     No Indemnified Claim may be settled by the Indemnitor or the
          Indemnitee without the written consent of the Indemnitee or, as the
          case may be, the Indemnitor, which consent will not be unreasonably
          withheld or delayed.
<PAGE>
 
                                     -23-

4.4.4     Subject to the previous sections, in no event will the Beneficiary be
          prevented from settling any claim by a third party on the grounds that
          a pending dispute exists between the Beneficiary and the Guarantors on
          any other claim.

4.4.5     For purposes of this Section 4, a final decision shall be made with
          the consequence that the Indemnitee will be entitled to be refunded or
          indemnified by the Indemnitor upon a decision, judgment, decree or
          other order by any court of competent jurisdiction, which decision,
          judgment, decree or other order has become final with respect to the
          Indemnitee (i.e., all allowable appeals have been exhausted by either
                      -----
          party to the action or the time period within which such appeal may be
          filed has expired).


                         SECTION 5 - GENERAL PROVISIONS


SECTION 5.1 - CONFIDENTIALITY
-----------------------------

5.1.1     All information and documents provided to either Party within the
          framework of the transaction contemplated herein is deemed to be
          confidential in nature, irrespective of whether or not the transaction
          is consummated. Any analyses, compilations, studies or other documents
          prepared by either Party, its employees, officers, representatives or
          advisors within the framework of said transaction will be kept
          confidential by such Party. Neither Party will use or disclose, and
          represents that its employees, officers, representatives and advisors
          will not use or disclose, such information during a period of five (5)
          years from the date hereof, except to the extent such information :

          (i)   was known to the receiving Party prior to receipt thereof from
                the other Party, and was not subject to a confidentiality
                commitment; or

          (ii)  is or becomes generally known to the public; or

          (iii) is received by the receiving Party from a source not subject to
                a confidentiality commitment; or

          (iv)  has been or is gathered or obtained by the receiving Party
                independently from the confidential information disclosed by the
                other Party.

5.1.2     In particular, the Parties undertake to keep the contents of this
          Indemnification Agreement and of the Share Purchase Agreement
          confidential, subject to disclosure as may be required pursuant to:
          (i) proceedings conforming with the provisions of Section 5.12 hereof,
          (ii) any tax audit, (iii) French or United States securities
          regulation requirements, (iv) competition and labor law requirements
          in France or in any country in which 3L, Landanger-Camus or the
          Subsidiaries conduct their respective activities, (v) any other
          requirement of a public authority, or (vi) a press release issued
          pursuant to Section 5.4 below. 
<PAGE>
 
                                     -24-

SECTION 5.2 - EXPENSES - TAXES
------------------------------

Except as otherwise specified in this Indemnification Agreement, all costs and
expenses, including, without limitation, fees and disbursements of counsel,
financial advisors and accountants, incurred in connection herewith and the
transactions contemplated herein, will be borne by the Party incurring such
costs and expenses, irrespective of whether or not the Closing takes place.  The
Beneficiary will pay the registration taxes (droits d'enregistrement) and stamp
duties (droits de timbre) due in connection herewith.

All expenses and taxes resulting from the operations described in Sections 4.3,
4.4 and 4.6 of the Share Purchase Agreement will be borne by the Sellers,
irrespective of whether or not the Closing takes place.


SECTION 5.3 - NOTICES
---------------------

All notices, claims, demands and other communications hereunder will be made in
writing, given or made by delivery in person, by courier service, registered
mail (postage prepared, return receipt requested), telecopy, telegram or telex,
to the respective Parties at the following addresses (or at such other addresses
as may be specified in a notice given in accordance with this Section 5.3):

(a)  If to the Beneficiary:

     DePuy Orthopedie S.A.
     2 rue du Bois Sauvage
     91000 Evry
     Telecopy: 01 60 78 17 73
     Attention: Bruce de la Grange

     DePuy, Inc.
     P.O. Box 988
     700 Orthopaedic Drive
     Warsaw
     Indiana 46581-0988
     U.S.A.
     Telecopy: (00-1) 219 269 5675
     Attention: Legal Department

     DePuy International Ltd.
     St. Anthony's Road
     Leeds
     Yorkshire LS11 8DT
     U.K.
     Telecopy: (00-44) 113 272 4192
     Attention: Legal Department

     with a copy to:

     Coudert Brothers
     1114 Avenue of the Americas
<PAGE>
 
                                     -25-

     New York, N.Y. 10036-7703
     U.S.A.
     Telecopy: (00-1) 626 4120
     Attention: Jeffrey Cohen

     and to:

     Coudert Freres,
     52, Avenue des Champs-Elysees
     75008 Paris
     France
     Telecopy: (00-33) 1 53 83 60 60
     Attention: Olivier de Precigout

(b)  If to the Guarantors:

     Mr. Patrick Landanger
     85, quai d'Orsay
     75007 Paris
     France

     Mr. Eric Landanger
     15, rue des Acacias
     52000 Jonchery
     France

     Ms. Maryvonne Guibert
     9, boulevard Gambetta
     52000 Chaumont
     France


     with a copy to:

     Desfilis, Juchs & Associes
     49 bis, Avenue F.D. Roosevelt
     75508 Paris
     France
     Telecopy: (00-33) 1 45 63 29 68
     Attention: Maitre J.L. Desfilis

A notice will be deemed to have been duly made or given:

(a)  in the case of personal delivery, by the giving of a receipt of delivery of
     such notice from the addressee, or from any person working at its above-
     mentioned address,

(b)  in the case of a registered letter or a courier delivery, upon first
     presentation of such notice at the address of the addressee; and
<PAGE>
 
                                    -26-

(c)       in the case of a transmission by telecopy, telegram or telex, upon the
          existence of proof of transmission, confirmed by registered letter
          with return receipt requested sent at the latest on the first business
          day following the date of such transmission.


SECTION 5.4 - PUBLIC ANNOUNCEMENTS
----------------------------------

Neither Party hereto will make, or cause to be made, any press releases or
public announcements in respect of this Indemnification Agreement, the Share
Purchase Agreement or the transactions contemplated hereby and thereby without
prior approval of the other Party, and the Parties will cooperate as to the
timing and contents of any such announcement.  Nothing in this Section 5.4 will
prevent a Party from supplying any information as may be required by any public
authority or as will be required by law, but such Party will furnish notice
thereof to the other Party as soon as practicable given the circumstances.


SECTION 5.5 - SEVERABILITY
--------------------------

If any term or other provision of this Indemnification Agreement is invalid,
illegal or incapable of being enforced by any rule of law or public policy, all
other conditions and provisions of this Indemnification Agreement will,
nevertheless, remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any Party.  Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the Parties will
negotiate in good faith to modify this Indemnification Agreement so as to effect
the original intent of the Parties as closely as possible in an acceptable
manner in order that the transactions contemplated hereby are consummated as
originally contemplated to the greatest extent possible.


SECTION 5.6 - LANGUAGES
-----------------------

This Indemnification Agreement is entered into and executed in the French and
English languages. In the event of any disputes concerning the construction or
meaning of this Indemnification Agreement, the French version will prevail.


SECTION 5.7 - ENTIRE AGREEMENT
------------------------------

Except as provided in the Share Purchase Agreement, this Indemnification
Agreement constitutes the entire agreement of the Parties hereto with respect to
the subject matter hereof, and supersedes all agreements and undertakings, both
written and oral, between the Guarantors and the Beneficiary, or any of the
companies of the group to which each Party belongs, prior to the date hereof
with respect to the subject matter herein.


SECTION 5.8 - WAIVERS, MODIFICATIONS OR AMENDMENTS
--------------------------------------------------
<PAGE>
 
                                     -27-

No waiver, modification or amendment of any provision of this Indemnification
Agreement will be valid, or of any force or effect, unless made in writing and
signed by each of the Parties hereto, and specifying with particularity the
nature and extent of such waiver, modification or amendment.  Any such waiver,
modification or amendment will in no event be construed to be a general waiver,
abandonment, modification or amendment of any of the provisions of this
Indemnification Agreement, but the same will be strictly limited and restricted
to the extent and occasion specified in such writing or writings signed by the
Parties.


SECTION 5.9 - SECTION HEADINGS - EXHIBITS
-----------------------------------------

The table of contents to this Indemnification Agreement and the headings of
particular sections herein are inserted only for convenience and are in no way
to be construed as part of this Indemnification Agreement or as a limitation of
the scope of the particular sections to which they refer.

Each Exhibit to this Indemnification Agreement constitutes an integral part
hereof; and all references to this Indemnification Agreement will include all
Exhibits hereto.


SECTION 5.10 - ASSIGNMENT - SUCCESSORS AND ASSIGNS
--------------------------------------------------

Neither this Indemnification Agreement nor any rights, liabilities or
obligations hereunder may be assigned without the express written consent of the
other Party hereto (which consent will be given or refused at the discretion of
each of the Parties), although the Beneficiary will be entitled to assign all of
its rights and undertakings hereunder to any company belonging to the
Beneficiary's Group, as specified in Section 2.1 of the Share Purchase
Agreement, the Beneficiary remaining liable for performance of the obligations
of assignee herein and in the Share Purchase Agreement.  This Indemnification
Agreement will be binding upon and inure to the benefit of successors and
permitted assigns of the Parties hereto.


SECTION 5.11 - SPECIFIC PERFORMANCE
-----------------------------------

The Parties hereto agree that they will be entitled to specific performance of
the terms hereof, insofar as permitted under French law.


SECTION 5.12 - GOVERNING LAW - DISPUTES
---------------------------------------

This Indemnification Agreement will be governed by, and construed in accordance
with, French law.
<PAGE>
 
                                     -28-

All disputes arising in connection with this Indemnification Agreement will be
settled by the competent Paris courts.



Executed in five (5) original counterparts,
In Paris,
On April 1, 1997


FOR THE GUARANTORS:                 FOR THE BENEFICIARY:

Patrick Landanger                   Bruce de la Grange
-----------------                   ------------------
Patrick Landanger                   DePuy Orthopedie S.A.
                                    By : Bruce de la Grange
                                    Title :  Directeur General
Eric Landanger
--------------
Eric Landanger


Maryvonne Guibert
-----------------
Maryvonne Guibert
<PAGE>
 
                           LIST OF EXCLUDED SCHEDULES


Exhibit 2.1.3(a)   List of direct or indirect majority-owned subsidiaries
                 
Exhibit 2.1.3(c)   Share issuances by subsidiaries
                 
Exhibit 2.1.3(d)   Subsidiary holdings
                 
Exhibit 2.1.4(a)   List of minority shareholdings
                 
Exhibit 2.1.4(c)   Shares issuances by minority shareholdings
                 
Exhibit 2.1.4(d)   Holdings by minority shareholdings
                 
Exhibit 2.2.1      Organization of subsidiaries and minority shareholdings
                 
Exhibit 2.2.4      Permits
                 
Exhibit 2.2.5      Title to assets
                 
Exhibit 2.4.1      Financial statements
                 
Exhibit 2.4.3      Liens
                 
Exhibit 2.4.5      Contingent liabilities
                 
Exhibit 2.4.6      Calculation of debt over cash
                 
Exhibit 2.5.2      Debts due by Geyser S.A. to Landanger-Camus and its
                   subsidiaries
                 
Exhibit 2.7.1      Litigation
                 
Exhibit 2.7.3      Compliance with governmental regulations
                 
Exhibit 2.8.1.A    Patents and trademarks
                 
Exhibit 2.8.1.B    Patent and trademark licenses
                 
Exhibit 2.8.4      Infringement
                 
Exhibit 2.10.1.A   Real property
                 
Exhibit 2.10.1.B   Leased real property
<PAGE>
 
Exhibit 2.10.4     Fillinge real property

Exhibit 2.11.3     Personal property liens

Exhibit 2.11.4     Third party personal property interests

Exhibit 2.12.2     Contracts

Exhibit 2.12.3     Administrative Proceedings

Exhibit 2.12.5     Patents

Exhibit 2.13.1     Employees

Exhibit 2.13.3     Employee compensation

Exhibit 2.13.4     Labor relations

Exhibit 2.13.5     Employment agreements

Exhibit 2.14.1     Employee benefit plans

Exhibit 2.15.2(d)  Tax assessments

Exhibit 2.18.2     Insurance claims

Exhibit 2.19.1(i)  Related party transactions

Exhibit 2.19.1(ii) Related party rights in assets

Exhibit 2.20       Product liability