www.EXFILE.com  888.775-4789  BOSTON SCIENTIFIC CORP. FORM 10-Q


    EXHIBIT
      10.5


    UNITED
      STATES OF AMERICA

    BEFORE
      FEDERAL TRADE COMMISSION

     

    

      
        	
                COMMISSIONERS:

              	 	
                Deborah
                  Platt Majoras, Chairman

              
	 	 	
                Pamela
                  Jones Harbour

              
	 	 	
                Jon
                  Leibowitz

              
	 	 	
                William
                  E. Kovacic

              
	 	 	
                J.
                  Thomas Rosch

              


      

    

     

     

    

      
        	
                 

              	 	 	 
	 	
                )

              	 	 
	
                In
                  the Matter of 

              	
                )

              	 	 
	 	
                )

              	 	 
	
                BOSTON
                  SCIENTIFIC CORPORATION, 

              	
                )

              	
              	 
	
                a
                  corporation;

              	
                )

              	 	 
	 	
                )

              	 	 
	
                and

              	
                )

              	
                 

              	 
	 	
                )

              	
                Docket
                  No.

              	
              
	
                GUIDANT
                  CORPORATION,

              	
                )

              	 	 
	
                a
                  corporation.

              	
                )

              	 	 
	 	
                )

              	 	 


      

    

     

    
 

    DECISION
      AND ORDER

     

    The
      Federal Trade Commission (“Commission”) having initiated an investigation of the
      proposed merger of Respondent Boston Scientific Corporation (“BSC”) and
      Respondent Guidant Corporation (“Guidant”), hereinafter referred to as
“Respondents,” and Respondents
      having been furnished thereafter with a copy of a draft of Complaint that the
      Bureau of Competition proposed to present to the Commission for its
      consideration and which, if issued by the Commission, would charge Respondents
      with violations of Section 7 of the Clayton Act, as amended, 15 U.S.C.
§ 18, and Section 5 of the Federal Trade Commission Act, as amended, 15
      U.S.C. § 45; and

    


    Respondents,
      Abbott Laboratories, their attorneys, and counsel for the Commission having
      thereafter executed an Agreement Containing Consent Orders (“Consent
      Agreement”), containing an admission by Respondents of all the jurisdictional
      facts set forth in the aforesaid draft of Complaint, a statement that the
      signing of said Consent Agreement is for settlement purposes only and does
      not
      constitute an admission by Respondents that the law has been violated as alleged
      in such Complaint, or that the facts as alleged in such Complaint, other than
      jurisdictional facts, are true, and waivers and other provisions as required
      by
      the Commission’s Rules; and 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
      Commission having thereafter considered the matter and having determined that
      it
      had reason to believe that Respondents have violated the said Acts, and that
      a
      Complaint should issue stating its charges in that respect, and having accepted
      the executed Consent Agreement and placed such Consent Agreement on the public
      record for a period of thirty (30) days for the receipt and consideration of
      public comments, now in further conformity with the procedure described in
      Commission Rule 2.34, 16 C.F.R. § 2.34, the Commission hereby makes the
      following jurisdictional findings and issues the following Decision and Order
      (“Order”):

    


    1. 
Respondent
      BSC is a corporation organized, existing and doing business under and by virtue
      of the laws of the State of Delaware, with its offices and principal place
      of
      business located at One Boston Scientific Place, Natick, MA 01760.

    


    2. 
Respondent
      Guidant is a corporation organized, existing and doing business under and by
      virtue of the laws of the State of Indiana, with its offices and principal
      place
      of business located at 111 Monument Circle, Indianapolis, IN 46204.

    


    3. 
Abbott
      Laboratories is a corporation organized, existing, and doing business under
      and
      by virtue of the laws of the State of Illinois, with its offices and principal
      place of business located at 100 Abbott Park Road, Abbott Park, IL
      60064.

    


    3. 
The
      Federal Trade Commission has jurisdiction over the subject matter of this
      proceeding and of Respondents and Abbott Laboratories, and the proceeding is
      in
      the public interest.

    


    ORDER

     

    I.

    


    IT
      IS ORDERED
      that, as
      used in this Order, the following definitions shall apply:

    


    
      	A.         
               	
              “BSC”
                means Boston Scientific Corporation, its directors, officers, employees,
                agents, representatives, predecessors, successors, and assigns; its
                joint
                ventures, subsidiaries, divisions, groups and affiliates controlled
                by
                Boston Scientific Corporation, and the respective directors, officers,
                employees, agents, representatives, successors, and assigns of each.
                After
                the Effective Date, the term “BSC” shall include
                Guidant.

            


    

    


    
      	B.           	
              “Guidant”
                means Guidant Corporation, its directors, officers, employees, agents,
                representatives, predecessors, successors, and assigns; its joint
                ventures, subsidiaries, divisions, groups and affiliates controlled
                by
                Guidant Corporation, and the respective directors, officers, employees,
                agents, representatives, successors, and assigns of
                each.

            


    

    


    
      	C.           	
              “Respondents”
                means BSC and Guidant, individually and
                collectively.

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	D.           	
              “Commission”
                means the Federal Trade Commission.

            


    

    


    
      	E.           	
              “Abbott”
                means Abbott Laboratories, its directors, officers, employees, agents,
                representatives, predecessors, successors, and assigns; its joint
                ventures, subsidiaries, divisions, groups and affiliates controlled
                by
                Abbott Laboratories, and the respective directors, officers, employees,
                agents, representatives, successors, and assigns of
                each.

            


    

    


    
      	F.           	
              “Abbott
                Agreement” means the “Transaction Agreement” by and between BSC and Abbott
                dated January 8, 2006, as amended as of January 16, 2006, February
                16,
                2006, and April 5, 2006, and all amendments, exhibits, attachments,
                agreements, and schedules thereto, including, but not limited to,
                the May
                19, 2006, amendment to the Master Transition Services Agreement,
                that have
                been approved by the Commission to accomplish the requirements of
                this
                Order. The Abbott Agreement is attached to this Order as non-public
                Appendix I. 

            


    

    


    
      	G.           	
              “Acquisition”
                means the acquisition contemplated by the “Agreement and Plan of Merger”
                dated as of January 25, 2006, by and among BSC and Guidant (“Acquisition
                Agreement”), whereby BSC agreed to acquire
                Guidant.

            


    

    


    
      	H.           	
              “Actual
                Cost” means the actual cost incurred to provide the relevant assistance
                or
                service (including a reasonable allocation for overhead expenses
                attributable thereto and without any markup for profit), calculated
                in a
                manner consistent with past custom and
                practice.

            


    

    


    
      	I.           	
              “Agency(ies)”
                means any governmental regulatory authority or authorities in the
                world
                responsible for granting approval(s), clearance(s), qualification(s),
                license(s) or permit(s) for any aspect of the research, Development,
                manufacture, marketing, distribution or sale of Drug Eluting Stents
                or
                Vascular Products. The term “Agency” includes, but is not limited to, the
                United States Food and Drug Administration
                (“FDA”).

            


    

    


    
      	J.           	
              “Assets
                to be Divested” means all of Respondent Guidant’s assets, tangible and
                intangible, businesses and goodwill existing as of the Closing Date,
                that
                are related primarily to (with “primarily” being determined by taking into
                account revenues, assets, personnel, registrations and other relevant
                factors) the research, Development, manufacture, distribution, marketing
                or sale of Vascular Products, including, without limitation, the
                following:

            


    

    


    
      	1.  
               	
              all
                Vascular Intellectual Property;

            


    

    


    
      	2.  
               	
              all
                Guidant Vascular Plants; 

            


    

    


    
      	3.  
               	
              all
                Vascular Manufacturing Technology;

            


    

    


    
      	4.  
               	
              all
                Vascular Scientific and Regulatory Material;


            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
      	5.  
               	
              all
                Respondent Guidant’s books, records and files related to the foregoing or
                to Vascular Products;

            


    

    


    
      	6.  
               	
              all
                Guidant Vascular Manufacturing
                Equipment;

            


    

    


    
      	7.  
               	
              all
                rights, titles and interests in and to the contracts entered into
                in the
                ordinary course of business with customers, suppliers, sales
                representatives, distributors, agents, personal property lessors,
                personal
                property lessees, licensors, licensees, consignors, consignees, including,
                without limitation, all contracts with any Third Party for the supply
                of
                components used in the manufacture of Guidant Vascular
                Products;

            


    

    


    
      	8.  
               	
              all
                inventory, including raw materials, packaging materials, work-in-process
                and finished goods;

            


    

    


    
      	9.  
               	
              all
                commitments and orders for the purchase of goods that have not been
                shipped;

            


    

    


    
      	10. 
               	
              all
                rights under warranties and guarantees, express or implied;
                and

            


    

    


    
      	11. 
               	
              all
                items of prepaid expenses;

            


    

    


    provided,
      however,
“Assets
      to be Divested” does not include the name “Guidant”; provided
      further, however,“Assets
      to be Divested” does not include the capital stock and equity interests of
      EndoVascular Technologies, Inc., a Delaware corporation (“EVT”), or any
      subsidiary thereof or any assets of EVT or and subsidiary thereof, including
      all
      rights of Guidant, EVT and any other Guidant subsidiary with respect to the
      ANCURE ENDOGRAFT System.

    


    
      	K.           	
              “BSC
                Senior Management” means the executive officers of BSC for purposes of SEC
                filings, excluding the three individuals who will run the CRM
                Business.

            


    

    


    
      	L.         
                	
              “BSC
                Shares” means all shares of stock of BSC that Abbott holds or acquires
                pursuant to the Remedial Agreement.

            


    

    


    
      	M.	
              “Business
                Day” means any day other than Saturday, Sunday, or any Federal
                holiday.

            


    

    


    
      	N.           
               	
              “Cameron”
                means Cameron Health, Inc., a corporation organized, existing, and
                doing
                business under and by virtue of the laws of the State of Delaware,
                having
                its principal place of business located at 905 Calle Amanecer, Suite
                300,
                San Clemente, California 92673.

            


    

    


    
      	O.           	
              “Closing
                Date” means the date on which Respondents (or a Divestiture Trustee) and
                a
                Commission-approved Acquirer consummate a transaction to Divest the
                Assets
                to be Divested pursuant to this Order.


            


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
      	P.            	
              “Commission-approved
                Acquirer” means the following: 

            


    

    


    
      	1.  
               	
              Abbott;
                or 

            


    

    


    
      	2. 
                	
              an
                entity that receives the prior approval of the Commission to acquire
                the
                Assets to be Divested.

            


    

    


    
      	Q.           	
              “Confidential
                Business Information” means all information owned by, or in the possession
                or control of, Respondents that is not in the public domain and that
                is
                related to the research, Development, manufacture, marketing, importation,
                exportation, supply, sales, sales support, or use of a
                Product.

            


    

    


    
      	R.        
                 	
              “Control”
                means holding fifty (50) percent or more of the outstanding voting
                securities of an issuer.

            


    

    


    
      	S.       
                  	
              “CRM
                Business” means the cardiac rhythm management business of BSC (including,
                after the Effective Date, Guidant).

            


    

    


    
      	T.     
                    	
              “Day(s)”
                means the period of time prescribed under this Order as computed
                pursuant
                to 16 C.F.R. § 4.3 (a).

            


    

    


    
      	U.           
                  	
              “Development”
                means all preclinical and clinical drug and/or device development
                activities, including test method development and stability testing,
                toxicology, bioequivalency, formulation, process development,
                manufacturing scale-up, development-stage manufacturing, quality
                assurance/quality control development, statistical analysis and report
                writing, conducting clinical trials for the purpose of obtaining
                any and
                all approvals, licenses, registrations or authorizations from any
                Agency
                necessary for the manufacture, use, storage, import, export, transport,
                promotion, marketing and sale of a Product (including any governmental
                price or reimbursement approvals), Product approval and registration,
                and
                regulatory affairs related to the foregoing. “Develop” means to engage in
                Development.

            


    

    


    
      	V.     
                    	
              “Divest”
                or “Divestiture” means to divest, grant, license, deliver and/or otherwise
                convey.

            


    

    


    
      	W.	
              “Divestiture
                Trustee” means a trustee appointed by the Commission pursuant to the
                relevant provisions of this Order.

            


    

    


    
      	X.           
                  	
              “Drug
                Eluting Stent” means a Stent that elutes or otherwise delivers one or more
                drugs or pharmaceutical
                compositions.

            


    

    


    
      	Y.      
                   	
              “Effective
                Date” means the earlier of the following dates:


            


    

    


    
      	1.  
                	
              the
                date the Respondents close on the Acquisition Agreement; or
                

            


    

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
      	2.  
                	
              the
                date the merger contemplated by the Acquisition Agreement becomes
                effective by filing the certificate of merger with the Secretary
                of State
                of the State of Indiana.

            


    

    


    
      	Z.     
                    	
              “Field”
                means the use, manufacture, distribution, offer for sale, promotion,
                advertisement, research, Development, sale, importation, exportation,
                or
                to have used, made, distributed, offered for sale, promoted, advertised,
                researched, Developed, sold, imported, or exported Vascular Products.
                

            


    

    


    
      	AA.     
                	
              “Governmental
                Entity” means any Federal, state, local or non-U.S. government or any
                court, legislature, governmental agency or governmental commission
                or any
                judicial or regulatory authority of any
                government.

            


    

    


    
      	BB.      
                	
              “Guidant
                Drug Eluting Stent” means the everolimus eluting Stent system in
                Development by Guidant on the Closing Date, as approved by applicable
                Governmental Entities, including the FDA, and any improvements or
                iterations thereof approved for sale during the term of the applicable
                supply arrangements and of the type that could be approved by a supplement
                to an approved PMA rather than requiring a new PMA if such Stent
                were to
                be sold in the United States.

            


    

    


    
      	CC.       
               	
              “Guidant
                Drug Eluting Stent Intellectual Property” means all Vascular Intellectual
                Property, including Intellectual Property available to Guidant pursuant
                to
                agreements with Third Parties and subject to the terms of those
                agreements, that is used in the Drug Eluting Stent program of Guidant
                having a priority date prior to, or otherwise existing as of, the
                Closing
                Date, including Intellectual Property relating to the bare metal
                and
                bioabsorbable stents, drugs, polymers and delivery systems used with
                respect to such Drug Eluting Stents.


            


    

    


    
      	DD.        
                     	
              “Guidant
                Vascular Employees” means all employees of Guidant involved in the
                research, Development, manufacture, distribution, marketing or sale
                of
                Guidant Vascular Products.

            


    

    


    
      	EE.        
               	
              “Guidant
                Vascular Manufacturing Equipment” means, unless otherwise provided in a
                Remedial Agreement, all assets used, to any extent, in the manufacture,
                research, Development or packaging of Guidant Vascular Products,
                including
                equipment located in the Jointly Held Plants, but not including any
                equipment at the Jointly Held Plants relating solely to the manufacture,
                research, Development or packaging of Retained
                Products.

            


    

    


    
      	FF.        
               	
              “Guidant
                Vascular Plants” means all locations or properties of Guidant at which
                Guidant Vascular Products are researched, Developed, manufactured,
                distributed, warehoused or sold, including, but not limited to, the
                facilities owned by Guidant in Santa Clara, California and Temecula,
                California, the facilities leased by Guidant in Temecula, California,
                the
                facilities of Guidant located in Brussels, Belgium, and certain property
                located in Tokyo, Japan (as set forth in the Remedial Agreement),
                but not
                including the Jointly Held Plants, the facilities of Guidant located
                in
                Indianapolis, Indiana, or certain property located in Tokyo, Japan
                (as set
                forth in the Remedial Agreement).

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
      	GG.       
               	
              “Guidant
                Vascular Products” mean those Vascular Products researched, Developed,
                manufactured or sold by Guidant as of the Effective
                Date.

            


    

    


    
      	HH.         
                	
              “Intellectual
                Property” means all intellectual property rights of any kind, including
                rights in, to and concerning:

            


    

    


    
      	1.   
               	
              Patents;

            


    

    


    
      	2.   
               	
              trademarks,
                service marks, trade names, trade dress, logos, domain names
                (collectively, Trademarks); trade secrets, know-how, techniques,
                software,
                code, data, databases and compilations of information, copyrights,
                works
                of authorship, inventions, formulas, processes, practices, methods
                and
                other confidential or proprietary technical, business, research,
                Development and other information; and


            


    

    


    
      	3.   
               	
              rights
                to obtain and file for Patents and registrations
                thereof;

            


    

    


    
      	II.         
                	
              “Interim
                Monitor” means a monitor appointed by the Commission pursuant to Paragraph
                III of this Order.

            


    

    


    
      	JJ.           
                       	
              “Jointly
                Held Plants” means those manufacturing facilities of Guidant that produce
                Vascular Products and other Products, including, but not limited
                to, the
                Guidant plants located in Clonmel, Ireland and Dorado, Puerto Rico,
                but
                not including the facilities owned by Guidant in Santa Clara, California
                and Temecula, California, and the facilities leased by Guidant in
                Temecula, California.

            


    

    


    
      	KK.         
                	
              “Law”
                means all laws, statutes, rules, regulations, ordinances and other
                pronouncements having the effect of law by any Governmental
                Entity.

            


    

    


    
      	LL.        
               	
              “Patents”
                means all patents, patent applications and statutory invention
                registrations in which Respondents hold rights, either through assignment
                or license, and includes all reissues, divisions, continuations,
                continuations_in_part, substitutions, reexaminations, restorations,
                and/or
                patent term extensions thereof, all inventions disclosed therein,
                all
                rights therein provided by international treaties and conventions,
                and all
                rights to obtain and file for patents and registrations
                thereto.

            


    

    


    
      	MM.       
               	
              “Product”
                means any medical device or system or pharmaceutical, biological,
                or
                genetic composition containing any formulation or dosage of a compound
                referenced as its pharmaceutically, biologically or genetically active
                ingredient. 

            


    

    


    
      	NN.         
                	
              “Remedial
                Agreement” means the following: 

            


    

    


    
      	1.   
               	
              the
                Abbott Agreement; and 

            


    

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
      	2.   
               	
              any
                agreement between a Respondent(s) and a Commission-approved Acquirer
                (or
                between a Divestiture Trustee and a Commission-approved Acquirer)
                that has
                received the prior approval of the Commission to accomplish the
                requirements of this Order, and all amendments, exhibits, attachments,
                agreements, and schedules thereto, related to the Assets to be Divested,
                that have been approved by the Commission to accomplish the requirements
                of this Order.

            


    

    


    
      	OO.         
                	
              “Retained
                Product” means any Product(s) other than a Vascular
                Product.

            


    

    


    
      	PP.       
                	
              “Stent”
                means stents that provide intralumenal support through the use of
                members
                to form a stent scaffold, which is principally responsible for
                intralumenal support in the treatment of vascular
                disease.

            


    

    


    
      	QQ.        
               	
              “Third
                Party(ies)” means any private entity other than the following: (1) the
                Respondents, or (2) the Commission-approved
                Acquirer.

            


    

    


    
      	RR.         
               	
              “Transfer
                Date” means as to each production line of Guidant Vascular Manufacturing
                Equipment at a Jointly Held Plant, the date on which the production
                line
                is shut down for disassembly and transfer to the facility of the
                Commission-approved Acquirer.

            


    

    


    
      	SS.        
               	
              “Vascular
                Business” means the vascular intervention and endovascular solutions
                businesses of Guidant.

            


    

    


    
      	TT.         
                	
              “Vascular
                Intellectual Property” means all Intellectual Property related primarily
                to (with “primarily” being determined by taking into account revenues,
                assets, personnel, registrations and other relevant factors) the
                Vascular
                Products including methods of manufacture, commercialization and
                use of
                Vascular Products, provided,
                however,
                “Vascular Intellectual Property” does not include the name “Guidant.”
                

            


    

    


    
      	UU.         
                	
              “Vascular
                Manufacturing Technology” means all technology, trade secrets, know-how,
                and proprietary information (whether patented, patentable or otherwise)
                related to the manufacture (including all equipment used to manufacture
                a
                Product in final finished form), validation, packaging, release testing,
                stability and shelf life of Guidant Vascular Products, including
                all
                product specifications, processes, product designs, plans, trade
                secrets,
                ideas, concepts, manufacturing, engineering and other manuals and
                drawings, standard operating procedures, flow diagrams, chemical,
                pharmacological, toxicological, pharmaceutical, physical and analytical,
                safety, efficacy, bioequivalency, quality assurance, quality control
                and
                clinical data, research records, compositions, annual product reviews,
                process validation reports, analytical method validation reports,
                specifications for stability trending and process controls, testing
                and
                reference standards for impurities in and degradation of products,
                technical data packages, chemical and physical characterizations,
                dissolution test methods and results, formulations for administration,
                clinical trial reports, regulatory communications and labeling and
                all
                other information related to the manufacturing process, supplier
                lists,
                and supplier contracts.

            


    

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
      	VV.         
                	
              “Vascular
                Products” means all Products used in vascular intervention and
                endovascular procedures, including, but not limited to, balloon catheters,
                atherectomy devices, guidewires, guiding catheters, stents, drug
                eluting
                stents, bioabsorbable and/or biodegradable stents, stent coatings,
                and
                embolic protection devices; provided,
                however,
                that except as set forth in any Remedial Agreement, Vascular Products
                shall not include Products related primarily (with “primarily” being
                determined by taking into account revenues, assets, personnel,
                registrations and other relevant factors) to cardiac rhythm management
                or
                cardiac surgery procedures.

            


    

    


    
      	WW.   
                	
              “Vascular
                Scientific and Regulatory Material” means all technological, scientific,
                chemical, biological, pharmacological, toxicological, regulatory
                and
                clinical trial materials and information related to Guidant Vascular
                Products, and full rights to use such materials, in any and all
                jurisdictions.

            


    

    


    


    II.

    


    IT
      IS FURTHER ORDERED
      that:

    


    
      	A.        
                	
              Not
                later than immediately prior to the Acquisition, Guidant shall Divest
                the
                Assets to be Divested to Abbott, absolutely and in good faith, at
                no
                minimum price and royalty-free, pursuant to and in accordance with
                the
                Abbott Agreement (which agreement shall not vary or contradict, or
                be
                construed to vary or contradict, the terms of this Order, it being
                understood that nothing in this Order shall be construed to reduce
                any
                rights or benefits of Abbott or to reduce any obligations of Respondents
                under such agreement); 

            


    

    


    
      	
            	
               

            	
              provided,
                however,
                that Respondents may include as part of a Remedial Agreement a requirement
                that the Commission-approved Acquirer make one-time fixed payments
                upon
                FDA approval and/or approval from the Ministry of Health and Welfare
                of
                Japan of a Drug Eluting Stent using
                everolimus;

            


    

    


    provided
      further, however,
      that
      Respondents may include as part of a Remedial Agreement a requirement that
      the
      Commission-approved Acquirer pay royalties to the same extent and on the same
      basis that Guidant pays royalties to any Third Party. Such royalties shall
      be
      paid by the Commission-approved Acquirer directly to the Third Party and
      Respondents shall obtain no information about such payments except for an
      acknowledgment that the payment has been made;

    


    provided
      further, however,
      that
      Respondents may include as part of a Remedial Agreement that BSC will obtain
      a
      license to the Guidant Drug Eluting Stent Intellectual Property, which license
      may provide that any rights to Guidant Drug Eluting Stent Intellectual Property
      

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    granted
      by Abbott to a Third Party shall not extend to such Third Party’s Drug Eluting
      Stent system if the drug used in such Drug Eluting Stent system is everolimus,
      and a supply of Guidant Drug Eluting Stents from the Commission-approved
      Acquirer;

    


    provided
      further, however,
      that
      Respondents may include as part of a Remedial Agreement that BSC will obtain
      a
      license to any portion of the Vascular Intellectual Property that is used or
      in
      Development as of the Effective Date with Retained Products of Guidant, limited
      to use for Retained Products;

    


    provided
      further, however,
      that at
      Abbott’s sole discretion, Guidant may Divest to Abbott the shares in Guidant
      Intercontinental Trading (Shanghai) Co. Ltd. after the Effective
      Date;

    


    provided
      further, however,
      that at
      Abbott’s sole discretion, Guidant may Divest to Abbott any other assets or
      interests which constitute an insubstantial portion of the Assets to be Divested
      after the Effective Date;

    


    provided
      further, however,
      that at
      Abbott’s sole discretion, Respondents need not divest to Abbott one-half of the
      interests in any Third Party in which Guidant holds an interest;

    


    provided
      further, however,
      that
      Respondents shall not be required to divest any interest in EndoTex
      Interventional Systems, Inc.;

    


    provided
      further, however, that
      Respondents shall not be required to divest any portion of the Assets to be
      Divested that Abbott, in its sole discretion, has affirmatively elected not
      to
      acquire in any Remedial Agreement.

    


    
      	B.         
                	
              BSC
                shall not acquire Guidant until after Guidant shall have Divested
                the
                Assets to be Divested to a Commission-approved Acquirer and pursuant
                to a
                Remedial Agreement.

            


    

    


    
      	C.            	
              Not
                later than immediately prior to the Acquisition, Guidant shall grant
                to
                Abbott a perpetual, non-exclusive, fully paid-up and royalty-free,
                worldwide license (with the exclusive right to license or sublicense
                in
                the Field, except that BSC may retain the right to license or sublicense
                “have made” rights solely on behalf of BSC in the Field) under all
                Intellectual Property, having a priority date prior to, or otherwise
                existing as of the Closing Date, that is owned or, to the extent
                permitted
                by the applicable agreement, licensed to (with the right to sublicense)
                or
                otherwise controlled by, Guidant immediately prior to the Acquisition
                that
                is used in the Vascular Business, but is not included in the Assets
                to be
                Divested.

            


    

    


    
      	D.            	
              If,
                as a result of any failure by Respondents to Divest the Assets to
                be
                Divested within the time period required by this Order, Guidant loses
                any
                rights to any portion of the Vascular Intellectual Property included
                within the Assets to be Divested, then the Commission may require
                BSC to
                license or Divest to the Commission-approved Acquirer such portions
                of
                

            


    

    
      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      	           	
              BSC’s
                Vascular Intellectual Property as the Commission determines is appropriate
                to make up for the loss of such Vascular Intellectual Property held
                by
                Guidant prior to the Acquisition.

            


       

    

    
      	E.            	
              Any
                Remedial Agreement shall be deemed incorporated into this Order,
                and any
                failure by Respondents to comply with any term of such Remedial Agreement
                shall constitute a failure to comply with this Order.
                

            


    

    


    
      	F.            	
              Respondents,
                in any Remedial Agreement related to the Assets to be Divested, shall
                covenant to the Commission-approved Acquirer that, after the Closing
                Date,
                Respondents shall not join, or file, prosecute, continue or maintain
                any
                suit, in Law or equity, against the Commission-approved Acquirer
                for the
                research, Development, manufacture, use, import, distribution, marketing
                or sale of (a) any Vascular Product that is approved for sale in
                the U.S.,
                Europe or Japan, manufactured by Guidant or for Guidant by any Person
                other than a Restricted Person as defined in the Abbott Agreement
                and sold
                by Guidant in commercial quantities as of the Closing Date, or (b)
                any
                Vascular Product in human clinical trials on the Closing Date that
                is
                manufactured by Guidant or for Guidant by any Person other than a
                Restricted Person as defined in the Abbott Agreement; provided,
                however, that
                this covenant need not extend to Restricted Persons as defined in
                the
                Abbott Agreement.

            


    

    


    
      	G.            	
              Respondents,
                in any Remedial Agreement related to the Assets to be Divested, shall
                covenant to the Commission-approved Acquirer that, for a period of
                eight
                (8) years after the Closing Date, and thereafter with respect to
                any
                action occurring during such eight (8) year period, Respondents shall
                not
                join, or file, prosecute, continue or maintain any suit, in Law or
                equity,
                against the Commission-approved Acquirer for the research, Development,
                manufacture, use, import, distribution, marketing or sale of any
                Vascular
                Products manufactured by the Commission-approved Acquirer or for
                the
                Commission-approved Acquirer by any Person other than (except as
                provided
                in the Abbott Agreement) a Restricted Person as defined in the Abbott
                Agreement; provided,
                however, that
                this covenant need not extend to Restricted Persons as defined in
                the
                Abbott Agreement.

            


    

    


    
      	H.            	
              Prior
                to the Closing Date, Respondents shall secure all consents and waivers
                from all Third Parties that are necessary for the transfer of the
                Vascular
                Intellectual Property of Guidant to the Commission-approved Acquirer,
                or
                for the continued research, Development, manufacture, use, import,
                distribution, marketing or sale of Vascular Products by the
                Commission-approved Acquirer, provided
                however, that
                this provision shall apply only to consents and waivers that are
                necessary
                for the continued viability of the Assets to be
                Divested.

            


    

    


    
      	I.           
               	
              After
                the Closing Date, Respondents shall not join, or file, prosecute,
                continue
                or maintain any suit, in Law or equity, against the Commission-approved
                Acquirer for the research, Development, manufacture, use, import,
                distribution, marketing or sale of (a) any Vascular Product that
                is
                approved for sale in the U.S., Europe or Japan, manufactured by Guidant
                or
                

            


    

     

    
      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      	     	
              for
                Guidant by any Person other than a Restricted Person as defined in
                the
                Abbott Agreement and sold by Guidant in commercial quantities as
                of the
                Closing Date, or (b) any Vascular Product in human clinical trials
                on the
                Closing Date that is manufactured by Guidant or for Guidant by any
                Person
                other than a Restricted Person as defined in the Abbott Agreement;
                and for
                a period of eight (8) years after the Closing Date, and thereafter
                with
                respect to any action occurring during such eight (8) year period,
                Respondents shall not join, or file, prosecute, continue or maintain
                any
                suit, in Law or equity, against the Commission-approved Acquirer
                for the
                research, Development, manufacture, use, import, distribution, marketing
                or sale of any Vascular Products manufactured by the Commission-approved
                Acquirer or for the Commission-approved Acquirer by any Person other
                than
                (except as provided in the Abbott Agreement) a Restricted Person
                as
                defined in the Abbott Agreement; provided,
                however, that
                this requirement shall not extend to Restricted Persons as defined
                in the
                Abbott Agreement.

            


       

    

    
      	J.          
                	
              No
                later than ninety (90) days after the Closing Date, Respondents shall
                segregate the Guidant Vascular Plants and the Jointly Held Plants
                such
                that Respondents’ employees shall have no access to those portions of the
                Guidant Vascular Plants and the Jointly Held Plants involved in the
                research, Development, manufacture, use, import, distribution, marketing
                or sale of Vascular Products. At the option of the Commission-approved
                Acquirer (to be exercised no later than ninety (90) days after the
                date
                the Commission-approved Acquirer signs a Remedial Agreement with
                Respondents to effect the divestiture of the Assets to be Divested),
                Respondents shall include in any Remedial Agreement the following
                provisions, and Respondents shall satisfy the
                following:

            


    

    


    
      	1.  
                	
              Respondents
                shall, no later than ninety (90) days after the Closing Date, file
                all
                papers and take all steps necessary to divide the plot of land on
                which
                the Clonmel, Ireland plant of Guidant is situated such that the
                Commission-approved Acquirer will own the new building currently
                being
                constructed at the site, together with all land, parking facilities,
                access roads and real property not necessary for the operations of
                the
                current facility, in fee simple.

            


    

    


    
      	2.  
                	
              Respondents
                shall, until the Transfer Date, provide the Commission-approved Acquirer
                with all services and support necessary at the Jointly Held Plants
                to
                enable the Commission-approved Acquirer to continue in the research,
                Development, manufacture, use, import, distribution, marketing or
                sale of
                Vascular Products at such Jointly Held Plants to the same extent
                that
                Guidant was prior to the
                Acquisition.

            


    

    


    
      	3.  
                	
              Respondents
                shall, until two (2) years after the Closing Date, or one (1) year
                after
                the Transfer Date, whichever is later, provide assistance and advice
                to
                enable the Commission-approved Acquirer to obtain all necessary licenses,
                registrations or approvals to manufacture and sell the Vascular Products
                manufactured by Guidant at the Jointly Held
                Plants.

            


    

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
      	4.  
                	
              Respondents
                shall enter into an agreement to supply to the Commission-approved
                Acquirer administrative, human resources, accounting and legal services
                (such legal services to be limited to providing historical information
                concerning legal matters) for a period not longer than three (3)
                years
                following the Closing Date.

            


    

    


    
      	5.  
                	
              Respondents
                shall, no later than eighteen (18) months after the Closing Date,
                remove
                all assets not being divested to the Commission-approved Acquirer
                from
                each of the Guidant Vascular
                Plants.

            


    

    


    
      	6.  
                	
              Respondents
                shall provide to the Commission-approved Acquirer all documents or
                materials in Respondent Guidant’s possession, custody or control as of the
                Effective Date to the extent related to Vascular
                Products.

            


    

    


    
      	K.            	
              If
                the Commission determines that Respondents have not complied with
                the
                requirements of Paragraphs II.J. of this Order, the Commission may
                require
                Respondents to Divest the Jointly Held Plants to the Commission-approved
                Acquirer. Respondents shall complete such Divestiture, if required
                by the
                Commission, within ninety (90) days of the date the Commission notifies
                Respondents of its determination, and shall Divest the Jointly Held
                Plants
                only in a manner that receives the prior approval of the
                Commission.

            


    

    


    
      	L.            	
              Respondents
                shall:

            


    

    


    
      	1.   
               	
              not
                later than twenty five (25) days before the Closing Date (a) provide
                to
                the Commission-approved Acquirer a list of all Guidant Vascular Employees;
                (b) allow the Commission-approved Acquirer to interview any Guidant
                Vascular Employees; and (c) in compliance with all laws, allow the
                Commission-approved Acquirer to inspect the personnel files and other
                documentation relating to such Guidant Vascular Employees;
                

            


    

    


    
      	2.   
               	
              not
                later than fifteen (15) days before the Closing Date provide an
                opportunity for the Commission-approved Acquirer: (a) to meet personally,
                and outside the presence or hearing of any employee or agent of
                Respondents, with any one or more of the Guidant Vascular Employees;
                and
                (b) to make offers of employment to any one or more of the Guidant
                Vascular Employees; 

            


    

    


    
      	3.   
               	
              not
                interfere, directly or indirectly, with the hiring or employing by
                the
                Commission-approved Acquirer of Guidant Vascular Employees, and shall
                remove any impediments or incentives within the control of Respondents
                that may deter these employees from accepting employment with the
                Commission-approved Acquirer, including, but not limited to, any
                non-compete provisions of employment or other contracts with Respondents
                that would affect the ability or incentive of those individuals to
                be
                employed by the Acquirer. In addition, Respondents shall not make
                any
                counteroffer to a Guidant Vascular Employee who receives a written
                offer
                of employment from the Commission-approved Acquirer;
                and

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
      	4.   
               	
              not,
                for a period of one (1) year following the Closing Date without the
                Commission-approved Acquirer’s prior written consent, directly or
                indirectly, solicit or otherwise attempt to induce any of the Guidant
                Vascular Employees to terminate their employment with the
                Commission-approved Acquirer; provided
                however,
                that Respondents may:

            


    

    


    
      	a.  
                	
              advertise
                for employees in newspapers, trade publications or other media not
                targeted specifically at Guidant Vascular Employees,
                or

            


    

    


    
      	b.  
                	
              hire
                Guidant Vascular Employees who apply for employment with Respondents,
                as
                long as such employees were not solicited by Respondents in violation
                of
                this Paragraph II.L.4;

            


    

    


    provided
      further however,
      that
      this Paragraph II.L.4 shall not prohibit Respondents from making offers of
      employment to or employing any Guidant Vascular Employee after the Closing
      Date
      where the Commission-approved Acquirer has notified Respondents in writing
      that
      the Commission-approved Acquirer does not intend to make an offer of employment
      to that employee.

    


    
      	M.            	
              Prior
                to the Closing Date, Respondents shall secure all consents and waivers
                from all Third Parties that are necessary for the Divestiture of
                the
                Assets to be Divested, and for the continued research, Development,
                manufacture, use, import, distribution, marketing or sale by the
                Commission-approved Acquirer of Vascular Products manufactured by
                Guidant
                or for Guidant by a Person other than a Restricted Person as defined
                in
                the Abbott Agreement, provided
                however, that
                this provision shall apply only to consents and waivers that are
                necessary
                for the continued viability of the Assets to be
                Divested.

            


    

    


    
      	N.            	
              In
                the event that Respondents are unable to satisfy all conditions necessary
                to Divest any intangible asset that is a permit, license or right
                granted
                by any domestic or foreign Governmental Entity, Respondents shall
                provide
                such assistance as the Commission-approved Acquirer may reasonably
                request
                in the Commission-approved Acquirer’s efforts to obtain a comparable
                permit, license or right.

            


    

    


    
      	O.            	
              Respondents
                shall not use, directly or indirectly, any Confidential Business
                Information (other than as necessary to comply with the requirements
                of
                this Order or the Abbott Agreement) related to the research, Development,
                manufacture, use, import, distribution, marketing or sale of the
                Guidant
                Vascular Products, and shall not disclose or convey such Confidential
                Business Information, directly or indirectly, to any person except
                in
                connection with the Divestiture of the Guidant Vascular Business,
                to the
                Interim Monitor, if any, and to the Divestiture Trustee, if any;
                provided
                however,
                that:

            


    

    


    
      	1.  
                	
              This
                Paragraph II.O. shall not apply to any Confidential Business Information
                related to the Guidant Vascular Products that Respondents can demonstrate
                to the Commission that Respondent BSC obtained other than in connection
                with the Acquisition. 

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    
      	2.  
                	
              This
                Paragraph II.O. shall not apply to any Confidential Business Information
                related to the Guidant Drug Eluting Stent Intellectual Property if
                Respondent BSC has received a license to the Guidant Drug Eluting
                Stent
                Intellectual Property from the Commission-approved
                Acquirer.

            


    

    


    
      	3.  
                	
              This
                Paragraph II.O. shall not apply to any Confidential Business Information
                related to Retained Products for use with Retained
                Products.

            


    

    


    
      	4.  
                	
              This
                Paragraph II.O. shall not apply to the use of Confidential Business
                Information by Respondents in complying with the requirements or
                obligations of the laws of the United States or other
                countries.

            


    

    


    
      	5.  
                	
              This
                Paragraph II.O. shall not apply to the use of Confidential Business
                Information by Respondents to defend against legal claims brought
                by any
                Third Party, or investigations or enforcement actions by government
                authorities, provided that the Commission-approved Acquirer has consented
                to such use.

            


    

    


    
      	6.  
                	
              This
                Paragraph II.O. shall not apply to the use of Confidential Business
                Information by Respondents to the extent consented to by the
                Commission-approved Acquirer.

            


    

    


    Provided,
      however, that
      Respondents shall require any BSC employees or agents who as of the Effective
      Date or pursuant to the Abbott Agreement have access to Confidential Business
      Information related to the Guidant Vascular Products to enter into, no later
      than thirty (30) days after the Closing Date, confidentiality agreements with
      the Respondents and the Commission-approved Acquirer not to disclose such
      Confidential Business Information except as set forth in this Paragraph
      II.O.

    


    
      	P.            	
              The
                purpose of the Divestiture of the Assets to be Divested to a
                Commission-approved Acquirer is to create an independent, viable
                and
                effective competitor in the Drug Eluting Stent market, the Coronary
                Guidewire market, and the PTCA Balloon Catheter market, and to remedy
                the
                lessening of competition resulting from the Acquisition as alleged
                in the
                Commission’s Complaint.

            


    

    


    


    III.

    


    IT
      IS FURTHER ORDERED
      that:

    


    
      	A.            	
              At
                any time after Respondents sign the Consent Agreement in this matter,
                the
                Commission may appoint a monitor (“Interim Monitor”) to assure that
                Respondents expeditiously comply with all of their obligations and
                perform
                all of their responsibilities as required by this Order and the Remedial
                Agreement. 

            


    

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    
      	B.            	
              The
                Commission shall select the Interim Monitor, subject to the consent
                of
                Respondent BSC, which consent shall not be unreasonably withheld.
                If
                Respondent BSC has not opposed, in writing, including the reasons
                for
                opposing, the selection of a proposed Interim Monitor within ten
                (10) Days
                after notice by the staff of the Commission to Respondent BSC of
                the
                identity of any proposed Interim Monitor, Respondents shall be deemed
                to
                have consented to the selection of the proposed Interim
                Monitor.

            


    

    


    
      	C.            	
              Not
                later than ten (10) Days after the appointment of the Interim Monitor,
                Respondents shall execute an agreement that, subject to the prior
                approval
                of the Commission, confers on the Interim Monitor all the rights
                and
                powers necessary to permit the Interim Monitor to monitor Respondents’
                compliance with the relevant requirements of this Order in a manner
                consistent with the purposes of this Order.


            


    

    


    
      	D.            	
              If
                an Interim Monitor is appointed, Respondents shall consent to the
                following terms and conditions regarding the powers, duties, authorities,
                and responsibilities of the Interim
                Monitor:

            


    

    


    
      	1.  
                	
              The
                Interim Monitor shall have the power and authority to monitor Respondents’
                compliance with the Divestiture and related requirements of this
                Order,
                and shall exercise such power and authority and carry out the duties
                and
                responsibilities of the Interim Monitor in a manner consistent with
                the
                purposes of this Order and in consultation with the
                Commission.

            


    

    


    
      	2.  
                	
              The
                Interim Monitor shall act in a fiduciary capacity for the benefit
                of the
                Commission.

            


    

    


    
      	3.  
                	
              The
                Interim Monitor shall serve until the later
                of:

            


    

    


    
      	a.  
                	
              the
                completion by Respondents of the obligation to Divest the Assets
                to be
                Divested in a manner that fully satisfies the requirements of this
                Order
                and notification by the Commission-approved Acquirer to the Interim
                Monitor that it is fully capable of producing the relevant Product(s)
                acquired pursuant to a Remedial Agreement independently of Respondents;
                or

            


    

    


    
      	b.  
                	
              the
                completion by Respondents of the last obligation under this Order
                pertaining to the Interim Monitor’s
                service;

            


    

    


    provided,
      however,
      that the
      Commission may extend or modify this period as may be necessary or appropriate
      to accomplish the purposes of this Order.

    


    
      	4.   
               	
              Subject
                to any demonstrated legally recognized privilege, the Interim Monitor
                shall have full and complete access to Respondents’ personnel, books,
                documents, records kept in the normal course of business, facilities
                and
                technical information, and such other relevant information as the
                Interim
                Monitor may reasonably request, related to


            


    

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

       

      
        	     	
                Respondents’
                  compliance with their obligations under this Order, including,
                  but not
                  limited to, their obligations related to the Assets to be Divested.
                  Respondents shall cooperate with any reasonable request of the
                  Interim
                  Monitor and shall take no action to interfere with or impede the
                  Interim
                  Monitor's ability to monitor Respondents’ compliance with this
                  Order.

              


         

      

    

    
      	5.   
               	
              The
                Interim Monitor shall serve, without bond or other security, at the
                expense of Respondents on such reasonable and customary terms and
                conditions as the Commission may set. The Interim Monitor shall have
                authority to employ, at the expense of the Respondents, such consultants,
                accountants, attorneys and other representatives and assistants as
                are
                reasonably necessary to carry out the Interim Monitor’s duties and
                responsibilities.

            


    

    


    
      	6.   
               	
              Respondents
                shall indemnify the Interim Monitor and hold the Interim Monitor
                harmless
                against any losses, claims, damages, liabilities, or expenses arising
                out
                of, or in connection with, the performance of the Interim Monitor’s
                duties, including all reasonable fees of counsel and other reasonable
                expenses incurred in connection with the preparations for, or defense
                of,
                any claim, whether or not resulting in any liability, except to the
                extent
                that such losses, claims, damages, liabilities, or expenses result
                from
                misfeasance, gross negligence, willful or wanton acts, or bad faith
                by the
                Interim Monitor.

            


    

    


    
      	7.   
               	
              Respondents
                shall report to the Interim Monitor in accordance with the requirements
                of
                this Order and/or as otherwise provided in any agreement approved
                by the
                Commission. The Interim Monitor shall evaluate the reports submitted
                to
                the Interim Monitor by Respondents, and any reports submitted by
                the
                Commission-approved Acquirer with respect to the performance of
                Respondents’ obligations under this Order or the Remedial Agreement.
                Within thirty (30) Days from the date the Interim Monitor receives
                these
                reports, the Interim Monitor shall report in writing to the Commission
                concerning performance by Respondents of their obligations under
                this
                Order. 

            


    

    


    
      	8.   
               	
              Respondents
                may require the Interim Monitor and each of the Interim Monitor’s
                consultants, accountants, attorneys and other representatives and
                assistants to sign a customary confidentiality agreement; provided,
                however,
                that such agreement shall not restrict the Interim Monitor from providing
                any information to the Commission.

            


    

    


    
      	E.            	
              The
                Commission may, among other things, require the Interim Monitor and
                each
                of the Interim Monitor’s consultants, accountants, attorneys and other
                representatives and assistants to sign an appropriate confidentiality
                agreement related to Commission materials and information received
                in
                connection with the performance of the Interim Monitor’s
                duties.

            


    

    


    
      	F.            	
              If
                the Commission determines that the Interim Monitor has ceased to
                act or
                failed to act

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    
      	          	
              diligently,
                the Commission may appoint a substitute Interim Monitor in the same
                manner
                as provided in this Paragraph.

            


       

    

    
      	G.            	
              The
                Commission may on its own initiative, or at the request of the Interim
                Monitor, issue such additional orders or directions as may be necessary
                or
                appropriate to assure compliance with the requirements of this
                Order.

            


    

    


    
      	H.            	
              The
                Interim Monitor appointed pursuant to this Order may be the same
                person
                appointed as a Divestiture Trustee pursuant to the relevant provisions
                of
                this Order.

            


    

    


    


    IV.

    IT
      IS FURTHER ORDERED
      that:

    


    
      	A.            	
              If
                Respondents have not fully complied with the obligations to Divest
                the
                Assets to be Divested as required by this Order, or the Jointly Held
                Plants pursuant to Paragraph II.K. if required, or Abbott has not
                Divested
                the BSC Shares as required by Paragraph V., the Commission may appoint
                a
                trustee (“Divestiture Trustee”) to Divest the Assets to be Divested or the
                BSC Shares, as the case may be. In the event that the Commission
                or the
                Attorney General brings an action pursuant to § 5(l)
                of the Federal Trade Commission Act, 15 U.S.C. § 45(l),
                or any other statute enforced by the Commission, Respondents or Abbott
                shall consent to the appointment of a Divestiture Trustee in such
                action
                to Divest the Assets to be Divested or the BSC Shares. Neither the
                appointment of a Divestiture Trustee nor a decision not to appoint
                a
                Divestiture Trustee under this Paragraph shall preclude the Commission
                or
                the Attorney General from seeking civil penalties or any other relief
                available to it, including a court_appointed Divestiture Trustee,
                pursuant
                to § 5(l)
                of the Federal Trade Commission Act, or any other statute enforced
                by the
                Commission, for any failure by Respondents or Abbott to comply with
                this
                Order.

            


    

    


    
      	B.            	
              The
                Commission shall select the Divestiture Trustee, subject to the consent
                of
                Respondent BSC or Abbott, as the case may be, which consent shall
                not be
                unreasonably withheld. The Divestiture Trustee shall be a person
                with
                experience and expertise in acquisitions and divestitures. If Respondent
                BSC or Abbott, as the case may be, has not opposed, in writing, including
                the reasons for opposing, the selection of any proposed Divestiture
                Trustee within ten (10) Days after notice by the staff of the Commission
                to Respondent BSC or Abbott, as the case may be, of the identity
                of any
                proposed Divestiture Trustee, Respondents or Abbott, as the case
                may be,
                shall be deemed to have consented to the selection of the proposed
                Divestiture Trustee.

            


    

    


    
      	C.            	
              Not
                later than ten (10) Days after the appointment of a Divestiture Trustee,
                Respondents or Abbott, as the case may be, shall execute a trust
                agreement
                that, subject to the prior approval of the Commission, transfers
                to the
                Divestiture Trustee all rights and powers necessary
                to

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    
      	            	
              permit
                the Divestiture Trustee to effect the Divestiture required by this
                Order.

            


       

    

    
      	D.            	
              If
                a Divestiture Trustee is appointed by the Commission or a court pursuant
                to this Paragraph, Respondents or Abbott, as the case may be, shall
                consent to the following terms and conditions regarding the Divestiture
                Trustee’s powers, duties, authority, and
                responsibilities:

            


    

    


    
      	1.  
                	
              Subject
                to the prior approval of the Commission, the Divestiture Trustee
                shall
                have the exclusive power and authority to Divest the Assets to be
                Divested
                or the BSC Shares, as the case may
                be.

            


    

    


    
      	2.  
                	
              The
                Divestiture Trustee shall have one (1) year after the date the Commission
                approves the trust agreement described herein to accomplish the
                Divestiture, which shall be subject to the prior approval of the
                Commission. If, however, at the end of the one (1) year period, the
                Divestiture Trustee has submitted a plan of Divestiture or believes
                that
                the Divestiture can be achieved within a reasonable time, the Divestiture
                period may be extended by the Commission, or, in the case of a
                court_appointed Divestiture Trustee, by the court; provided,
                however,
                the Commission may extend the Divestiture period only two (2) times.
                

            


    

    


    
      	3.  
                	
              Subject
                to any demonstrated legally recognized privilege, the Divestiture
                Trustee
                shall have full and complete access to the personnel, books, records
                and
                facilities related to the Assets to be Divested by this Order or
                the BSC
                Shares and to any other relevant information, as the Divestiture
                Trustee
                may request. Respondents or Abbott, as the case may be, shall develop
                such
                financial or other information as the Divestiture Trustee may request
                and
                shall cooperate with the Divestiture Trustee. Respondents or Abbott,
                as
                the case may be, shall take no action to interfere with or impede
                the
                Divestiture Trustee’s accomplishment of the Divestiture. Any delays in
                Divestiture caused by Respondents or Abbott, as the case may be,
                shall
                extend the time for Divestiture under this Paragraph in an amount
                equal to
                the delay, as determined by the Commission or, for a court_appointed
                Divestiture Trustee, by the court.

            


    

    


    
      	4.  
                	
              The
                Divestiture Trustee shall use commercially reasonable efforts to
                negotiate
                the most favorable price and terms available in each contract that
                is
                submitted to the Commission, subject to Respondents’ absolute and
                unconditional obligation to Divest expeditiously and at no minimum
                price.
                Each Divestiture shall be made in the manner and to an acquirer as
                required by this Order; provided,
                however,
                if the Divestiture Trustee receives bona fide offers from more than
                one
                acquiring entity, and if the Commission determines to approve more
                than
                one such acquiring entity, the Divestiture Trustee shall Divest to
                the
                acquiring entity selected by Respondents from among those approved
                by the
                Commission; provided
                further, however,
                that Respondents shall select such entity within five (5) Days after
                receiving notification of the Commission’s
                approval.

            


    

    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    
      	5.  
                	
              The
                Divestiture Trustee shall serve, without bond or other security,
                at the
                cost and expense of Respondents or Abbott, as the case may be, on
                such
                reasonable and customary terms and conditions as the Commission or
                a court
                may set. The Divestiture Trustee shall have the authority to employ,
                at
                the cost and expense of Respondents or Abbott, as the case may be,
                such
                consultants, accountants, attorneys, investment bankers, business
                brokers,
                appraisers, and other representatives and assistants as are necessary
                to
                carry out the Divestiture Trustee’s duties and responsibilities. The
                Divestiture Trustee shall account for all monies derived from the
                Divestiture and all expenses incurred. After approval by the Commission
                of
                the account of the Divestiture Trustee, including fees for the Divestiture
                Trustee’s services, all remaining monies shall be paid at the direction of
                the Respondents or Abbott, as the case may be, and the Divestiture
                Trustee’s power shall be terminated. The compensation of the Divestiture
                Trustee shall be based at least in significant part on a commission
                arrangement contingent on the Divestiture of all of the relevant
                assets
                that are required to be Divested by this
                Order.

            


    

    


    
      	6.  
                	
              Respondents
                or Abbott, as the case may be, shall indemnify the Divestiture Trustee
                and
                hold the Divestiture Trustee harmless against any losses, claims,
                damages,
                liabilities, or expenses arising out of, or in connection with, the
                performance of the Divestiture Trustee’s duties, including all reasonable
                fees of counsel and other expenses incurred in connection with the
                preparation for, or defense of, any claim, whether or not resulting
                in any
                liability, except to the extent that such losses, claims, damages,
                liabilities, or expenses result from misfeasance, gross negligence,
                willful or wanton acts, or bad faith by the Divestiture
                Trustee.

            


    

    


    
      	7.  
                	
              In
                the event that the Divestiture Trustee determines that he or she
                is unable
                to Divest the Assets to be Divested in a manner that preserves their
                marketability, viability and competitiveness and ensures their continued
                use in the research, Development, manufacture, use, import, distribution,
                marketing, sale or after-sales support of the relevant Product, the
                Divestiture Trustee may Divest such additional assets of Respondents
                and
                effect such arrangements as are necessary to satisfy the purposes
                and
                requirements of this Order.

            


    

    


    
      	8.  
                	
              The
                Divestiture Trustee shall have no obligation or authority to operate
                or
                maintain the Assets to be Divested.

            


    

    


    
      	9.  
                	
              The
                Divestiture Trustee shall report in writing to Respondents and to
                the
                Commission every sixty (60) Days concerning the Divestiture Trustee’s
                efforts to accomplish the
                Divestiture.

            


    

    


    
      	10.
                	
              Respondents
                or Abbott, as the case may be, may require the Divestiture Trustee
                and
                each of the Divestiture Trustee’s consultants, accountants, attorneys and
                other representatives and assistants to sign a customary confidentiality
                agreement; provided,
                however,
                such agreement shall not restrict the Divestiture Trustee from providing
                any information to the Commission.

            


    

    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    
      	E.            	
              If
                the Commission determines that a Divestiture Trustee has ceased to
                act or
                failed to act diligently, the Commission may a appoint a substitute
                Divestiture Trustee in the same manner as provided in this
                Paragraph.

            


    

    


    
      	F.            	
              The
                Commission or, in the case of a court_appointed Divestiture Trustee,
                the
                court, may on its own initiative or at the request of the Divestiture
                Trustee issue such additional orders or directions as may be necessary
                or
                appropriate to accomplish the Divestiture required by this
                Order.

            


    

    


    
      	G.            	
              The
                Divestiture Trustee appointed pursuant to this Paragraph may be the
                same
                person appointed as Interim Monitor pursuant to the relevant provisions
                of
                this Order.

            


    

    


    


    V.

    


    IT
      IS FURTHER ORDERED
      that:

    


    
      	A.            	
              No
                later than thirty (30) months after the Effective Date, Abbott shall
                divest all BSC Shares.

            


    

    


    
      	B.            	
              Pending
                divestiture of the BSC Shares, Abbott shall vote the BSC Shares only
                in
                proportion to all other shares voted on any matter that comes before
                a
                vote of shareholders of BSC, and shall not obtain access to any non-public
                information related to BSC or otherwise influence the management
                or
                operations of BSC by virtue of its stock holdings in
                BSC.

            


    

    


    


    VI.

    


    IT
      IS FURTHER ORDERED
      that:

    


    
      	A.            	
              For
                a period commencing on the date this Order becomes final and continuing
                for ten (10) years, Respondents shall not, without providing advance
                written notification to the Commission, acquire, directly or indirectly,
                through subsidiaries or otherwise, any ownership, leasehold, or other
                interest, in whole or in part, in Cameron; provided,
                however,
                that such requirement shall not apply to any interest in Cameron
                that BSC
                held as of the Effective Date; provided
                further, however,
                that in the event Respondents provide financing to Cameron in return
                for
                debt that is convertible to equity, such notification under this
                provision
                shall be required only when Respondents propose to convert such debt
                to
                equity. Said notification shall be given on the Notification and
                Report
                Form set forth in the Appendix to Part 803 of Title 16 of the Code
                of
                Federal Regulations as amended (hereinafter referred to as “the
                Notification”), and shall be prepared and transmitted in accordance with
                the requirements of that part, except that no filing fee will be
                required
                for any such 

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    
      


      	        	
              notification,
                notification shall be filed with the Secretary of the Commission,
                notification need not be made to the United States Department of
                Justice,
                and notification is required only of Respondents and not of any other
                party to the transaction. Respondents shall provide two (2) complete
                copies (with all attachments and exhibits) of the Notification to
                the
                Commission at least thirty (30) days prior to consummating any such
                transaction (hereinafter referred to as the “first waiting period”). If,
                within the first waiting period, representatives of the Commission
                make a
                written request for additional information or documentary material
                (within
                the meaning of 16 C.F.R. § 803.20), Respondents shall not consummate the
                transaction until thirty (30) days after submitting such additional
                information or documentary material. Early termination of the waiting
                periods in this Paragraph may be requested and, where appropriate,
                granted
                by letter from the Bureau of Competition. Provided, however, that
                prior
                notification shall not be required by this Paragraph for a transaction
                for
                which notification is required to be made, and has been made, pursuant
                to
                Section 7A of the Clayton Act, 15 U.S.C. §
18a.

            


       

    

    
      	B.            	
              Prior
                to acquiring Control of Cameron, BSC shall not obtain or use any
                information from Cameron except under the following conditions and
                only in
                connection with the exercise of any rights or obligations in any
                agreement
                between BSC and Cameron:

            


    

    


    
      	1.  
                 	
              With
                respect to the information required to be provided by Cameron to
                BSC under
                the Agreement and Plan of Merger dated November 7, 2003, as amended;
                the
                Securities Purchase Agreement dated November 7, 2003, as amended;
                the
                Convertible Promissory Note dated September 23, 2005; the Amended
                and
                Restated Investor Rights Agreement dated November 7, 2003, as amended;
                the
                Stockholder Option and Stock Purchase Agreement dated November 7,
                2003, as
                amended; and any information sharing provisions under any other agreements
                between BSC and Cameron; and any information BSC obtains by virtue
                of its
                shareholding in Cameron (“the Cameron Information”), BSC will provide
                access to the Cameron Information only to four individuals and their
                successors at BSC: one from Business Development, one from Regulatory
                Affairs, one from Marketing Science and one from Clinical (“the Clean
                Team”). None of the Clean Team (or former members of the Clean Team) will
                have any other responsibilities related to cardiac rhythm management
                (other than cardiac ablation) for the duration of any of the agreements
                with Cameron or until BSC acquires Control of Cameron, whichever
                comes
                first.

            


    

    


    
      	2.  
                	
              With
                respect to information provided by Cameron to BSC prior to the Closing
                Date, BSC shall ensure that all individuals with such information
                send all
                originals and copies to a member of the Clean Team, who shall not
                provide
                that information to anyone other than a Clean Team member except
                as
                provided in this Order. Provided,
                however, that
                information provided by Cameron to Guidant prior to the Closing Date
                need
                not be sent to a member of the Clean Team; and provided
                further, however, that
                BSC and Guidant shall comply with any restrictions on the use and
                distribution of such information provided by Cameron to Guidant contained
                in any agreement between Cameron and
                Guidant.

            


    

    


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    
      	3.  
                	
              The
                Clean Team will not share the Cameron Information with anyone at
                BSC
                except as provided below:

            


    

    


    
      	a.  
                	
              they
                may provide to BSC Senior Management, who will not share the information
                with anyone outside the Clean Team, outside counsel and BSC Senior
                Management:

            


    

    


    
      	(1)
                	
              information
                provided by Cameron under Paragraph 6.6(f)(i) of the Securities Purchase
                Agreement and Paragraph 3.1 of the Convertible Promissory Note;
                and

            


    

    


    
      	(2)
                	
              on
                a quarterly basis, information as to whether Cameron appears to be
                on a
                product approval timeline consistent with BSC’s expectations (but not the
                reasons therefore) and information contained in a quarterly balance
                sheet
                and income statement;

            


    

    


    
      	b.  
                	
              they
                may share the Cameron Information with those BSC Senior Management
                (who
                will not share this information with anyone outside the Clean Team,
                outside counsel and BSC Senior Management) as necessary to conduct
                due
                diligence to determine whether to provide Cameron with additional
                funding
                if Cameron requests additional funding from BSC other than as set
                forth in
                any existing agreement between BSC and Cameron (including Section
                3 of the
                Securities Purchase Agreement, as
                amended);

            


    

    
 

    
      	 
              c.     	
              they
                may share the Cameron Information with those BSC Senior Management
                (who
                will not share this information with anyone outside the Clean Team,
                outside counsel and BSC Senior Management) as necessary, in the event
                of
                an initial public offering by Cameron or sale of Cameron, to determine
                whether to convert BSC’s notes into shares pursuant to each Convertible
                Promissory Note executed (or to be executed) before BSC exercises
                its
                option to acquire Cameron.

            


    

    


    
      	d.   
               	
              they
                may share the Cameron Information with six individuals, which may
                include
                individuals within the CRM Business at BSC, and with BSC Senior Management
                (which six individuals and BSC Senior Management will not share this
                information with anyone outside the Clean Team and outside counsel,
                and
                the six individuals and BSC Senior Management will agree to use this
                information for the sole purpose of determining whether to exercise
                the
                BSC Option): 

            


    

    


    
      	(1)
                	
              as
                necessary to conduct due diligence to determine whether to exercise
                the
                BSC Option upon BSC’s receipt from Cameron of the PMA approval documents
                and notice from Cameron that the FDA has filed for substantive review
                of
                Premarket Approval for the implantable cardiac defibrillator
                without 

            


    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    
      	  	
              transvenous
                leads for the treatment of heart arrhythmias (“Cameron Product”) pursuant
                to the definition of the "Option Period" in section 8 of the Securities
                Purchase Agreement of November 7, 2003; and


            


       

    

    
      	(2) 
               	
              for
                one period not to exceed 45 days, as necessary to conduct due diligence
                to
                determine whether to exercise the BSC Option prior to BSC's receipt
                of the
                PMA approval documents and notice from Cameron that the FDA has filed
                for
                substantive review of Premarket Approval for the Cameron Product;
                and

            


    

    


    
      	e. 
                	
              they
                may share the Cameron Information with outside counsel (who will
                not share
                this information with anyone outside the Clean Team, BSC Senior Management
                (if BSC Senior Management is allowed to obtain such information pursuant
                to this Order), and the six individuals referenced in Paragraph VI.B.3.d.
                above (if such individuals are allowed to obtain such information
                pursuant
                to this Order)) for the purpose of obtaining legal advice concerning
                complying with this Order.

            


    

    


    
      	4.  
                	
              Only
                Clean Team members shall be able to exercise BSC’s Board Observation
                Rights pursuant to Section 5.5 of the Agreement and Plan of Merger,
                and
                Section 6.5 of the Securities Purchase Agreement, subject to the
                restrictions on their ability to share information as provided in
                this
                Order.

            


    

    


    
      	5.  
                	
              BSC
                shall not exercise its rights to obtain information from Cameron
                pursuant
                to Section 5.6 of the Agreement and Plan of Merger, Section 6.7 of
                the
                Securities Purchase Agreement, or Section 7.5 of each Convertible
                Promissory Note executed (or to be executed) before BSC exercises
                its
                option to acquire Cameron. Provided,
                however,
                that if Cameron does not keep the Clean Team reasonably apprised
                of
                Cameron’s general financial situation, the Clean Team may exercise BSC
                rights to obtain information from Cameron pursuant to Section 5.6
                of the
                Agreement and Plan of Merger and 6.7 of the Securities Purchase Agreement.
                Provided
                further, however, that
                the Clean Team will not exercise BSC rights to obtain information
                from
                Cameron pursuant to Section 5.6 of the Agreement and Plan of Merger
                and
                6.7 of the Securities Purchase Agreement without giving staff of
                the
                Commission thirty (30) days’ advance notice. Such notice shall contain,
                among other information requested by staff, a detailed description
                of the
                information sought by the Clean Team, the information provided by
                Cameron
                to the Clean Team, a detailed description of the reasons such information
                provided by Cameron has not satisfied the requirement to keep the
                Clean
                Team reasonably apprised of Cameron’s general financial situation, and a
                detailed description of all efforts by the Clean Team to obtain such
                information prior to invoking BSC rights to obtain information from
                Cameron pursuant to Section 5.6 of the Agreement and Plan of Merger
                and
                6.7 of the Securities Purchase Agreement. Provided
                further, however,
                that BSC shall provide a copy of such notice to an Interim Monitor
                appointed pursuant to Paragraph III. of this Order at the same time
                it
                provides the notice to staff of the
                Commission.

            


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    
      	6.  
                	
              The
                Clean Team members, BSC Senior Management and the six individuals
                referenced in Paragraph VI.B.3.d. above, shall, before they obtain
                any
                Cameron Information, enter into confidentiality agreements with BSC
                requiring that they keep Cameron Information confidential as set
                forth in
                this Order and use the Cameron Information only in connection with
                the
                exercise of any rights or obligations in any agreement between BSC
                and
                Cameron and on the bases set forth in this
                Order.

            


    

    


    
      	C.            	
              Prior
                to acquiring Control of Cameron, BSC shall not exercise its rights
                under
                Section 6.1 of the Securities Purchase Agreement dated November 7,
                2003,
                and shall waive the prohibition under Section 6.6(j) of the Securities
                Purchase Agreement dated November 7, 2003, (the “Ordinary Course
                Provisions”) except under the following
                conditions:

            


    

    


    
      	1.   
               	
              BSC
                shall appoint Neil Dimick as proxy (“Proxy”) to inform BSC as to whether
                BSC may exercise its right not to consent to (or to decline to waive,
                as
                the case may be) requests Cameron makes under the Ordinary Course
                Provisions. BSC shall not exercise any rights under the Ordinary
                Course
                Provisions without the express written approval of the Proxy in advance
                of
                BSC’s exercise of rights. The purpose of the Proxy is to ensure that
                BSC
                makes decisions with respect to the Ordinary Course Provisions in
                the same
                manner as BSC would have made those decisions absent the Guidant
                transaction. The Proxy shall inform BSC that it may exercise its
                right not
                to consent (or to decline to waive, as the case may be) to requests
                Cameron makes under the Ordinary Course Provisions if the Proxy concludes
                that the failure to exercise such right could reasonably be expected
                to
                have an adverse impact on BSC’s financial investment in Cameron, BSC’s
                ability to exercise its option to acquire Cameron, or on the value
                of
                Cameron to BSC following an exercise by BSC of its option to acquire
                Cameron. The Proxy shall not consider the consequences on any businesses
                BSC acquired from Guidant. In making such determination, the Proxy
                will
                act as an ordinary, prudent corporation of the scope of BSC. The
                Proxy
                shall have access to all the Cameron Information in the possession
                of BSC.
                The Clean Team will provide the Proxy the information it provides
                to BSC
                Senior Management pursuant to Paragraph VI.B.3.a. of this Order.
                The Proxy
                shall not otherwise consult with or communicate with BSC in making
                his or
                her determination. If Cameron sends written notice to the Proxy of
                its
                intention to take some action covered by the Ordinary Course Provisions,
                and the notice explains why, in Cameron’s view, the event is not likely to
                have an adverse impact on BSC’s financial investment in Cameron, on BSC’s
                ability to exercise its option to acquire Cameron, or on the value
                of
                Cameron to BSC following an exercise by BSC of its option to acquire
                Cameron, then the Proxy shall have twenty (20) Business Days (or
                such
                longer period as agreed to by Cameron) to inform BSC that it may
                exercise
                its right not to consent (or to decline to waive, as the case may
                be) to
                such request.

            


    

    


    
      	2.  
                	
              The
                Proxy shall be an individual and/or organization with which BSC has
                not
                done business in the last 5 years and BSC shall not do business with
                that
                individual or organization for the duration of the Proxy’s term. The Proxy
                shall act in good faith, and

            


    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    
      	 	
              shall
                not have any conflicting obligation (financial or otherwise) with
                BSC,
                Cameron, or any other firm engaged in the research, Development,
                manufacture or sale of ICDs. 

            


       

    

    
      	3.  
                	
              The
                Proxy shall serve until the expiration of the Option Period for BSC
                to
                acquire Cameron or upon exercise of that Option.
                

            


    

    


    
      	4.   
               	
              Respondents
                shall execute an agreement that, subject to the prior approval of
                the
                Commission, sets forth the obligations of the Proxy to determine
                whether
                BSC may exercise its rights not to consent to requests Cameron makes
                under
                the Ordinary Course Provisions. The Proxy shall have access to all
                information BSC receives or has received from Cameron. Respondents
                shall
                require the Proxy to sign a customary confidentiality agreement pursuant
                to which the Proxy shall agree to use the Cameron Information only
                in
                connection with the purposes set forth in this Order; provided,
                however, that
                such agreement shall not restrict the Proxy from providing any information
                to the Commission or staff of the
                Commission.

            


    

    


    
      	5.  
                	
              If
                the Commission determines that the Proxy has ceased to act or failed
                to
                act diligently, the Commission may require BSC to appoint a substitute
                Proxy, subject to the prior approval of the Commission, in the same
                manner
                as provided in this Paragraph.

            


    

    


    
      	D.            	
              Prior
                to acquiring Control of Cameron, BSC shall vote its shares only in
                proportion to all other shares voted on any matter that comes before
                a
                vote of shareholders of Cameron. Provided,
                however, that
                this provision shall not apply to any matter for which the Proxy
                has
                determined that BSC may exercise its rights under the Ordinary Course
                Provisions.

            


    

    


    
      	E.            	
              If
                BSC does not acquire Control of Cameron prior to the expiration of
                the
                Option Period or if BSC is enjoined from acquiring Control of Cameron,
                then BSC shall:

            


    

    


    
      	1.   
               	
              Return
                all the Cameron Information to Cameron within sixty (60) days of
                the
                expiration of the Option Period or the issuance of an injunction
                preventing BSC from acquiring Control of Cameron, as applicable,
                unless
                Cameron in its sole discretion permits BSC to retain the Cameron
                Information; and 

            


    

    


    
      	2.   
               	
              Divest
                its interest in Cameron within eighteen (18) months of the expiration
                of
                the Option Period or the issuance of an injunction preventing BSC
                from
                acquiring Control of Cameron, as
                applicable.

            


    

    


    
      	F.            	
              For
                a period of twelve (12) months following the completion of any due
                diligence conducted by BSC of Cameron, the six individuals referenced
                in
                Paragraph VI.B.3.d. above shall not participate in any fashion (including
                without limitation management of) in the design, specification, design
                review, planning meeting, fabrication or manufacture of any Product
                in the
                field of subcutaneous-only implantable cardioverters and defibrillators,
                with or without pacing function and using non-transvenous
                leads.

            


    

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    
      	G.            	
              The
                purpose of this Paragraph is to maintain Cameron as a viable competitor
                in
                the research and Development of ICDs, and as a viable potential competitor
                in the manufacture and sale of ICDs, and to remedy the lessening
                of
                competition resulting from the Acquisition as alleged in the Commission’s
                Complaint.

            


    

    


    


    VII.

    


    IT
      IS FURTHER ORDERED that:

    


    
      	A.            	
              Within
                five (5) Days of the Acquisition, Respondents shall submit to the
                Commission a letter certifying the date on which the Acquisition
                occurred.

            


    

    


    
      	B.            	
              Within
                thirty (30) Days after the date this Order becomes final, and every
                sixty
                (60) Days thereafter until Respondents have fully complied with Paragraphs
                II.A., II.B., II.C., II.J., and all their responsibilities to render
                transitional services to the Commission-approved Acquirer as provided
                in
                the Remedial Agreement(s); and until Respondents have acquired Control
                of
                Cameron or divested its interest in Cameron, whichever occurs first,
                Respondents shall submit to the Commission a verified written report
                setting forth in detail the manner and form in which they intend
                to
                comply, are complying, and have complied with this Order. Respondents
                shall submit at the same time a copy of their report concerning compliance
                with this Order to the Interim Monitor, if any Interim Monitor has
                been
                appointed. Respondents shall include in their reports, among other
                things
                that are required from time to
                time:

            


    

    


    
      	1.   
               	
              a
                full description of the efforts being made to comply with the relevant
                Paragraphs of this Order; 

            


    

    


    
      	2.   
               	
              a
                detailed plan to deliver all Confidential Business Information required
                to
                be delivered to the Commission-approved Acquirer pursuant to Paragraph
                II.J. and agreed upon by the Commission-approved Acquirer and the
                Interim
                Monitor (if applicable) and any updates or changes to such plan;
                

            


    

    


    
      	3.   
               	
              a
                description of all Confidential Business Information delivered to
                the
                Commission-approved Acquirer, including the type of information delivered,
                method of delivery, and date(s) of
                delivery;

            


    

    


    
      	4.   
               	
              a
                description of the Confidential Business Information currently remaining
                to be delivered and a projected date(s) of delivery;
                and

            


    

    


    
      	5.   
               	
              a
                description of all technical assistance provided to the
                Commission-approved Acquirer during the reporting
                period.

            


    

    


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    
      	C.            	
              Within
                thirty (30) Days after the date this Order becomes final, and every
                sixty
                (60) Days thereafter until Abbott has divested all shares of stock
                of BSC
                that it holds or acquires pursuant to the Remedial Agreement, Abbott
                shall
                submit to the Commission a verified written report setting forth
                in detail
                the manner and form in which it intends to comply, is complying,
                and has
                complied with this Order. Abbott shall include in its reports, among
                other
                things that are required from time to
                time:

            


    

    


    
      	1.  
                	
              a
                full description of the efforts being made to comply with the relevant
                Paragraphs of this Order; 

            


    

    


    
      	2.  
                	
              a
                full description of the number of shares of stock of BSC sold since
                its
                last compliance report, and the number of share remaining to be
                sold.

            


    

    


    
      	D.            	
              On
                the first anniversary of the date this Order becomes final, and annually
                thereafter for nine (9) years, and at such other times as staff of
                the
                Commission shall request, Respondents shall submit to the Commission
                a
                verified written report setting forth in detail the manner and form
                in
                which they intend to comply, are complying, and have complied with
                this
                Order.

            


    

    


     

    VIII.

    


    IT
      IS FURTHER ORDERED
      that
      Respondents shall notify the Commission at least thirty (30) Days prior to
      any
      proposed (1) dissolution of the Respondents, (2) acquisition, merger or
      consolidation of Respondents, or (3) any other change in the Respondents that
      may affect compliance obligations arising out of this Order, including, but
      not
      limited to, assignment, the creation or dissolution of subsidiaries, or any
      other change in Respondents.

    


    IX.

    


    IT
      IS FURTHER ORDERED
      that,
      for the purpose of determining or securing compliance with this Order, and
      subject to any legally recognized privilege, and upon written request with
      reasonable notice to Respondents made to their principal United States offices,
      Respondents shall permit any duly authorized representative of the
      Commission:

    


    
      	A.            	
              Access,
                during office hours of Respondents and in the presence of counsel,
                to all
                facilities and access to inspect and copy all books, ledgers, accounts,
                correspondence, memoranda and all other records and documents in
                the
                possession or under the control of Respondents related to compliance
                with
                this Order; and 

            


    

    


    
      	B.            	
              Upon
                five (5) Days’ notice to Respondents and without restraint or interference
                from Respondents, to interview officers, directors, or employees
                of
                Respondents, who may have counsel present, regarding such
                matters.

            


    

    


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    X.

    


    IT
      IS FURTHER ORDERED
      that
      this Order shall terminate ten (10) years from the date on which this Order
      becomes final.

    


    By
      the
      Commission. Commissioner Harbour recused.

    


    


    


     

    Donald
      S.
      Clark

    Secretary

    


    


    SEAL

    


    


    ISSUED:

    
 

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    APPENDIX
      I

    NON-PUBLIC

    ABBOTT
      AGREEMENT