Exhibit 4.16

|CANADA                                                        | S U P E R I O R C O U R T
(Class Action)                                                                                                              
|------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------
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|PROVINCE OF QUÉBEC
DISTRICT OF MONTREAL
NO: 500-06-000130-019 | HONORABLE JUSTICE DUVAL HESLERL'ASSOCIATION D'AIDE AUX VICTIMES DES PROTHÈSES DE LA HANCHE / THE HIP IMPLANTS VICTIMS' AID ASSOCIATION-and- CORA COHEN
|                                                              | Petitioners                                                                                                                                           
|                                                              | vs. CENTERPULSE ORTHOPEDICS INC.(formerly known as SULZER ORTHOPEDICS INC.)
-and- CENTERPULSE LTD.(formerly known as SULZER MEDICA LTD)               
|                                                              | Respondents                                                                                                                                           

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SETTLEMENT AGREEMENT

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L'ASSOCIATION
D'AIDE AUX VICTIMES DES PROTHÈSES DE LA HANCHE / THE HIP IMPLANTS VICTIMS' AID ASSOCIATION and CORA COHEN, in their capacity as Petitioners and designated person
("Petitioners") and Centerpulse Orthopedics Inc. (formerly known as Sulzer Orthopedics Inc. and Centerpulse Ltd (formerly known as
Sulzer Medica Ltd) as Respondents (collectively, the "Parties") hereby enter into this Settlement Agreement (the
"Agreement") providing for the settlement of all of the Claims described below, pursuant to the terms and conditions set forth below, subject to the
approval of the Court of the province of Quebec.

WHEREAS
a motion for authorization to institute class action has been filed against the Respondents in Canada by Petitioners.

WHEREAS
Petitioners Counsel in Canada have conducted settlement negotiations with Counsel for the Respondents.

WHEREAS
the parties agreed to settle the Class Action according to the Terms and Conditions set forth in the document dated May 7th, 2002 in Cleveland, Ohio, as appears from Annex
I attached hereto.

WHEREAS
the U.S. Settlement of the Class Action in the Re inter op hip prosthesis product liability litigation, case no. 01-CV9000 (MDL no. 1401). U.S. district Court,
Northern District of Ohio, Eastern Division, was executed by various parties and was approved by the Honorable Justice Kathleen M. O'Malley, as appears from Annex II attached hereto.

WHEREAS,
this Settlement Agreement shall not be construed as evidence of or as an admission by Respondents or released parties of any liability or wrongdoing whatsoever or as an admission by the
Petitioners or any member of the Canadian Settlement Class of any lack of merit in their claims.

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WHEREAS
the Class Action has been authorized against Centerpulse Orthopedics Inc. (formerly known as Sulzer Orthopedics Inc.)and Centerpulse Ltd (formerly known as Sulzer
Medica Ltd), conditional upon approval of the present settlement by the Superior Court, District of Montreal, Quebec, the whole as appears from the Court record in present case
no. 500-06-000130-019.

WHEREAS
the Parties agree that any member of the Canadian Settlement Class have the right to exclude themselves ("opt out") from this Agreement under Sections 1005, 1007 and 1008 of the Code of Civil Procedure.

WHEREAS
based upon a review of all of the facts and the law applicable to claims of the Canadian Settlement Class, considering the burdens, expense and time of litigation, including the risks and
uncertainties associated with protracted trials and appeals, as well as the fair, cost-effective and assured method of resolving claims of the members of the Canadian Settlement Class
provided in this Agreement, Petitioners and Petitioners' counsel have concluded that this Agreement provides substantial benefits to and is fair, reasonable, adequate and in the best interests of the
Canadian Settlement Class.

WHEREAS
the Respondents have similarly concluded that this Agreement is desirable in order to avoid the time, risk and expense of defending multiple and protracted litigation, and to resolve finally
and completely the pending and potential claims of the members of the Canadian Settlement Class.

WHEREAS
the parties hereto have agreed to settle the Class Action (the "Class Action Settlement" or "Settlement"), subject to the approval of the Superior Court, District of Montreal, Quebec, with
respect to any member of the Canadian Settlement Class as herein defined which resolves, on the terms set forth in this Settlement Agreement, Settled Claims against Respondents and other Released
Parties arising from the Affected Products.

NOW,
THEREFORE, Respondents and Petitioners hereby agree, subject to Final Approval and other conditions, all as set forth below, that the Unrevised Affected Product Recipient Fund, Affected Product
Revision Surgery Fund, and Extraordinary Injury Fund shall be established, from which the benefits described herein will be paid to the Approved Claimants of the proposed Canadian Settlement
Class, and that the Settled Claims against Respondents and other Released Parties, as defined herein, will be settled, compromised and released, in accordance with the following conditions.

1.DEFINITIONS

Unless
the specific context of a particular Section of this Agreement calls for another interpretation, the following terms, as used in this Agreement and its Annexes, shall have the meanings set
forth below. Terms used in the singular shall be deemed to include the plural, and vice versa. Masculin pronouns and references shall be deemed to include the feminine, and vice versa, where
appropriate.

"$" shall mean US dollars. All amounts mentioned herein are in US dollars, it being understood that the Canadian equivalent will be determined by the
exchange rate of the Bank of Canada on the day of the Final Approval.

"Additional Non-Affected Product Revision Surgery" shall mean a surgery not the result of trauma, performed to remove and/or replace a
product that is not an Affected Product after a Non-Affected Product Revision Surgery and prior to the date that is three hundred and sixty-five (365) days after the
initial Affected Product Revision Surgery with respect to the same hip.

"Affected Products" shall mean (i) Inter-Op Acetabular shells ("Inter-Op Shells") identified in Centerpulse
Orthopedics Inc.'s (Sulzer Orthopedics Inc.) Safety Alert dated December 5, 2000 as identified by lot numbers on Annex I of the US Settlement Agreement, which forms part of Annex
II hereto, which identification is hereby incorporated by referenceto the exclusion however of any reference to the Tibial Baseplate lot numbers (pages 37 to 42),
(ii) Inter-Op Shells that are otherwise

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identified by lot numbers on Annex I of the US Settlement Agreement, which forms part of Annex II hereto, which identification is hereby incorporated by referenceto the exclusion however
of any reference to the Tibial Baseplate lot numbers (pages 37 to 42) and (iii) reprocessed Inter-Op Shells ("Reprocessed Inter-Op Shells") identified by lot
numbers on Annex II of the US Settlement Agreement, which forms part of Annex II hereto, which identification is hereby incorporated by referenceto the exclusion however of any reference
to the Tibual Baseplate lot numbers (pages 37 to 42);

"Affected Product Recipients" shall mean persons who are citizens or residents of Canada, in whose bodies one or more Affected Products have been or are
now implanted in an operation or other surgical procedure, whether or not any such Affected Product has been or may in the future be removed.

"Affected Product Related" shall mean arising out of, based upon, relating to, or involving an Affected Product.

"Affected Product Revision Surgery" or "APRS" shall mean surgical removal and/or replacement of an
Affected Product for reason other than trauma.

"Affected Product Revision Surgery Fund" shall have the meaning set forth in Section 5.

"Approved Claimant" shall mean an Eligible Claimant whose claim the Claims Administrator has approved for payment.

"Canadian Settlement Class" shall mean all Affected Product Recipients who were citizens or residents of Canada as of the date they received the
Affected Product, who have or may have claims with respect to injuries, whether or not manifested, and who meet the following conditions:



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"Claim Forms" means the Unrevised Affected Product Recipient Fund Benefits Claim Form, the Affected Products Revision Surgery Fund Benefits Claim Form,
the Extraordinary Injury Fund Benefits Claim Form and the Spouses Benefits Claim Form and any additional documentation required thereby.

"Claims Administrator" shall mean Crawford Expertises Canada and/or its agents who shall administer claims for benefits and make determinations and
payments under this Settlement Agreement, being located at 404 Decarie Boulevard, Suite 300, Montreal (Saint-Laurent) Quebec, H4L 5E6, telephone number (514) 748-7300, fax
number (514) 748-2228 and e-mail c/o Marcel Lacoste:Marcel.Lacoste@crawco.ca.

"Class Action" shall mean the class action proceedings filed in Quebec Superior Court inL'Association d'aide aux
victimes des prothèses de la hanche / The hip implants victims' aid Association and Cora Cohenvs.Sulzer Orthopedic Inc. et
als, (Case no. 500-06-000130-019).

"Court" shall mean the Quebec Court which has jurisdiction over the class action, namely the Superior Court for the district of Montreal.

"Covered Revision Surgery" or "CRS" shall mean an Affected Product Revision Surgery.

"Eligible Claimant" shall mean Settlement Class Members who received "Affected Products", as well as spouses of Affected Product Recipients who have
undergone an APRS, except those excluded below, who timely and properly take the actions required under this Agreement to participate herein, including submitting registration forms, acceptable
product identification documentation, claim forms, supporting medical documentation and/or other documentation required pursuant to the present Agreement.

"Eligible Claimant" excludes any Settlement Class Members who is a member of the U.S. Settlement Class, whether registered or not to participate
therein; has accepted and accepts compensation from any of the Respondents and/or Released Parties with respect to an Affected Product other than under this Agreement; has released, by settlement,
judgment, court order or otherwise, the Respondents and/or the Released Parties or any of them with respect to an Affected Product; has had any of his proceedings, suits, demands and/or actions
against the Respondents and/or the Released Parties with respect to an Affected Product dismissed; or has instituted any legal proceedings, suits, demands and/or actions against the Respondents and/or
the Released Parties with respect to an Affected Product and who is still pursuing and/or who has not abandoned any such legal proceedings, suits, demands and/or actions against the Respondents and/or
the Released Parties with respect to an Affected Product.

"Extraordinary Injury" shall mean those injuries and/or conditions as defined in Annex IV, "Hip Matrix Levels" IV, V, VI, VII, VIII and IX of the U.S.
Settlement Agreement, which forms part of Annex II hereto, which definitions are hereby incorporated by reference, it being understood however that the amounts/figures contained in the relevant
Sections and Annexes of the U.S. Settlement are replaced by those provided in Section 5.1.1., and more particularly Sections 5.1.1.1. (c) and 5.1.1.5. and its annexes and that any
benefit a Class Member can receive under Levels IV, V, VI, VII, VIII and IX mentioned above are up to a maximum $150,000 US per level.

"Extraordinary Injury Fund" shall have the meaning set forth in Section 5.

"Final Approval" shall mean that judgment approving the present Settlement which is no longer subject to appeal and/or from which all appeals have been
exhausted.

"Funding date" shall have the meaning set forth in Section 5.1.

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"Funds" means, collectively, the Unrevised Affected Product Recipient Fund, Affected Product Revision Surgery Fund and Extraordinary Injury Fund.

"Non-Affected Product Revision Surgery" or "NAPRS" shall mean a surgery (not indicated as a result of trauma) that was performed to remove
and/or replace a product that is not an Affected Product within one-hundred and eighty (180) days of an Affected Product Revision Surgery in respect of a hip that previously
underwent an Affected Product Revision Surgery.

"Notice of Approval Hearing" shall mean the notice advising members of the Canadian Settlement Class of the hearing to approve this Agreement, as more
particularly described in Section 2 of this Agreement.

"Notice of Court Approval" shall mean the notice advising members of the Canadian Settlement Class of the Court's approval of this Agreement, as more
particularly described in Section 3 of this Agreement.

"Opt-Out Form" means the Opt-Out Form (Annex V hereto) and any additional documentation required thereby.

"Opt-Out Deadline" shall mean the date one (1) month after first publication of the Notice of Court Approval or such other time
period that may be approved by the Court.

"Released Parties" shall mean:



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"Respondents' Counsel" shall mean Robinson Sheppard Shapiro.

"Reversionary Period" shall be the time between the date on which the Initial Payment is made as provided in Section 5.1 and the expiration of
Respondents' reversionary interest as provided in Section 5.4.

"Settled Claims" shall mean any and all claims, past, present or arising in the future, including assigned claims, whether known or unknown, asserted or
unasserted, regardless of the legal theory, by any or all members of the Canadian Settlement Class arising out of or relating to the Affected Products or their implantation. These "Settled Claims"
include, without limitation and by way of example, all claims for
damages or remedies of whatever kind or nature, known or unknown, that are now recognized by law or that may be created or recognized in the future by statute, regulation, judicial decision, or in any
other manner, for:



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"Settlement Amount" shall mean all monies payable by the Respondents under this Agreement.

"Settlement Class Members" shall mean all Members of the Canadian Settlement Class, except those Members who have exercised their right to opt out under
the terms of this Agreement on or before the
Opt-Out Deadline, or who are deemed to have opted out under, amongst other things, Section 1008 of theCode of Civil Procedure.

"Settlement Class Counsel" shall mean Kugler Kandestin/Jean-Jules Fiset, avocat-attorney.

"Spouse" shall mean a person who was married or who was co-habitating, in a Common-Law fashion, for at least six months with an
Approved Claimant at the time such Claimant underwent an APRS.

"Termination Period" shall have the meaning set forth in Section 17, and more particularly, Section 17.2;

"Unrevised Affected Product Recipient Fund" shall have the meaning set forth in Section 5.

"U.S. Settlement" shall mean the class action inre inter op hip prosthesis product liability litigation, Case No. 1 2.01-CV90 00(MDM
docket) No. 14 (01). U.S. district Court, Northern District of Ohio, Eastern Division, settlement executed into by various parties as approved by the Honorable Kathleen M. O'Malley, the whole
as appears from Annex II hereto.

"Winterthur" means Winterthur Swiss Insurance Company, a limited company organized under the laws of Switzerland and its
successor-in-interest XL Winterthur International Insurance Switzerland, its insurance subsidiaries, together with their respective subsidiaires and affiliated companies.

2.NOTICE OF APPROVAL HEARING



3.APPROVAL HEARING

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4.ENTITLEMENT TO COMPENSATION

Only
Approved Claimants shall be entitled to receive compensation as defined and described in this Agreement.

The
parties agree that all of the amounts being paid to or on behalf of Approved Claimants pursuant to the terms of this Settlement Agreement, are being paid as damages (other than punitive or
exemplary damages) on account of alleged personal physical injuries or alleged physical sickness of Settlement Class Members, including physical injuries or physical sickness resulting from alleged
emotional harm.

5.BENEFITS FUNDS

The
settlement amount shall be paid as follows:



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6.COSTS AND EXPENSES

7.SETTLEMENT CLASS COUNSEL FEES

8.APPOINTMENT OF CLAIMS ADMINISTRATOR

9.PROCEDURES AND DEADLINES FOR EXCLUSION, REGISTRATION AND CLAIMS





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10.CLAIMS PROCESSING



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11.APPEAL OF CLAIMS







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12.EXCLUSIVE REMEDY / DISMISSAL OF ACTION



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13.RELEASES / THIRD PARTY CLAIMS



14.RETENTION OF RECORDS / RIGHT OF REVIEW

The
Claims Administrator shall retain all records relating to the claims. Respondents' Counsel and/or the Respondents and/or any of the Released Parties and/or their insurers may, at their expense,
upon seven (7) day written notice to Settlement Class Counsel, inspect Claims Administrator's records, including but limited to Canadian Settlement Class Members' medical records, upon
reasonable notice. Respondents' Counsel and the Respondents' insurers shall maintain the confidentiality of opt-out and claims information to the extent necessary to protect the identity
and privacy of individual Settlement Class Members.

15.SUBMISSIONS TO THE COURT BY THE CLAIMS ADMINISTRATOR

All
submissions, requests or motions made to the Court by the Claims Administrator shall be served upon Settlement Class Counsel and Respondents' Counsel no later than fifteen (15) days prior
to the date of hearing.

16.REMITTANCE OF REMAINDER OF FUNDS

The
Claims Administrator shall remit back to Respondents and/or Respondents' Counsel, any and all remaining funds and any and all interest generated at such time as provided by Section 5.4
and/or at any other date which the Court may see fit to determine upon request from Respondents and/or the Respondents' Counsel;

17.TERMINATION OF THIS AGREEMENT



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18.MISCELLANEOUS PROVISIONS



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19.ENTIRE AGREEMENT

This
Agreement, including all Annexes attached hereto, constitutes the entire agreement by and among the Parties with regard to the subject of this Agreement and shall supersede any previous
agreements and understandings between the Parties with respect to the subject matter of this Agreement. This Agreement may not be modified or amended except in writing signed by all Parties hereto and
subject to the Court's approval;

20.OTHER ORIGINALS

This
Settlement Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument;

21.NOTIFICATION

Any
notification, request, instruction or other document to be given by any party to this Agreement to any other party to this Agreement (other than class notification) shall be in writing and
delivered personally or sent by registered mail, postage prepaid, if to the Petitioners, to the attention of Settlement Class Counsel Kugler Kandestin (Suite 2101, 1 Place Ville-Marie, Montreal QC
H3B 2C6) and Jean-Jules Fiset, avocat-attorney (71 Saint-Pierre, 7th Floor, P.O. Box 245, Station B, Québec QC G1K 7A9), and, if to the
Respondents, to the attention of François Marseille at Robinson Sheppard Shapiro (Suite 4600, 800 Victoria Square, Montreal QC H4Z 1H6);

22.DATES

Dates
referred to in this Agreement may be altered only with the consent of the Parties and with the approval of the Court;

23.GOVERNING LAW

This
Settlement Agreement shall be governed by and construed in accordance with the laws of Quebec.

24.TRANSACTION

This
Agreement is a transaction in virtue of Article 2631 of theCivil Code of Quebecand Article 1025 of theCode
of Civil Procedure.

25.GENERAL

In
order to become effective, this Settlement Agreement must receive final judicial approval, as well as the necessary approval from the boards of directors of Centerpulse Ltd. and of
Centerpulse Orthopedics Inc.

26.FRENCH TRANSLATION

A
French translation of this Agreement and all Annexes attached thereto shall be prepared by Respondents at their costs and be made available to Canadian Class Members. In the event there are any
differences between the two versions of this Agreement, the English version shall take precedence.

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27.FRENCH LANGUAGE CLAUSE

Les
parties ont convenu que cette entente soit rédigée en anglais.

|DATED THIS 7th DAY OF MAY, 2002.
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