**EXHIBIT 2.1**

 

Coloplast A/SHoltedam 13050 HumlebækCopenhagen, DENMARK

March 27, 2006

Mentor Corporation201  Mentor DriveSanta  Barbara, California 94311USAAttention:Joshua H. Levine, President and Chief Executive Officer

Ladies and Gentlemen:

We are pleased to make this binding offer (the "Offer")to purchase the Urology Business (as defined below) from Mentor Corporation(including the European subsidiaries operating the Urology Business) for aconsideration of $463,225,000 of which $456,137,500 will be in cash and theremainder as other non-cash consideration as described herein (such purchaseand sale of the Urology Business, if any, referred to herein in as the "Transaction"). The Transaction would be on a cash free, debt free basis with working capitalconsistent with historical levels as we have discussed.

If and when you accept the Offer, we will execute adefinitive agreement relating to the Transaction.  The conditions to thecompletion of the Transaction would be as follows:

(a)  Deliveryof conveyance documents for the European subsidiaries and the transferredassets;(b)  Receiptof required regulatory approvals;(c)  Absenceof laws and injunctions restricting, or government litigation seeking torestrict, the purchase;(d)  Accuracy of your representations and warrantiesregarding the Urology Business, except as would not have a Material AdverseEffect (as defined below) and material compliance with your covenants;(e)  Deliveryof certain closing documents; and(e)  Absenceof any Material Adverse Effect on the Urology Business.

This Offer presumes the following additional terms:

We would extend offers of employment to all of theemployees of the Urology Business.

Pending the Closing, you would generally operate yourbusiness in the ordinary course consistent with past practice.

Your representations and warranties regarding theUrology Business would (i) survive for a period of 18 months following closing,(ii) be subject to maximum liability in the event of breach equal to 15% of thepurchase price, (iii) be subject to an individual de minimus claim amount of$100,000 and (iv) be subject a threshold of $1,000,000, after which we would beentitled to recover all losses.  However, (i) representations concerningproduct liability would survive for twelve months, and (ii) representations concerningcertain title matters and sufficiency of assets would survive for ten years andnot be subject to the foregoing limitations, but liability in any event underthe contract would be limited to the purchase price and would not includeconsequential, punitive or special damages or diminution in value.

We would indemnify you for assumed liabilities of theUrology Business and you would indemnify us for excluded liabilities, withoutlimitations on recovery.  Product liability claims made during the first sevenyears for products sold by you would be excluded liabilities; product liabilityclaims made after seven years for products sold by you would be assumedliabilities.  We would pay you $300,000 per year, on a semi-annual basis, inconnection with certain product liability claims.  In addition, you would indemnifyus for any product liability for your sale of ObTape® products (we would not purchasethe ObTape product line).  We would assume all environmental liabilities; 

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provided, however, that you would agreeto indemnify us for: (i) losses for environmental claims made during the fiveyear period post-closing with respect to your Minneapolis property; (ii) lossesfor environmental claims made during the four year period post-closing withrespect to your other transferred properties that were in existence at closingand were caused by you; and (iii) 50% of losses for all other environmentalclaims made during the four year period post-closing with respect to your othertransferred properties.  Our rights to indemnification would terminate ifwe conduct additional environmental testing on any transferred real propertyexcept where required by law or in certain other specified circumstances. You would cooperate with us to obtain insurance naming you and Coloplast asinsured parties with respect to your environmental indemnification obligations.

The indemnifying party (including for breach ofrepresentations and warranties) would be entitled to notice of, control thedefense of and settle, third party claims.

As we have discussed, our Offerfor the Transaction does not include the purchase of Mentor'sinfrastructure and general and administrative assets, and assumes you would providetransition services arrangements, including leases, to us for a limited periodof time in order for us to promptly transition the Urology Business to ourinfrastructure.  You and we would also provide for continued supply to each otherof materials currently supplied between your remaining business and the UrologyBusiness.

In addition, as other non-cash consideration we wouldpay you $7,087,500 corresponding to 90% of the foreign tax credits attributableto the sale of intellectual property from your Porges subsidiary to us prior tothe closing (such tax credits equal to $7,875,000) that are determined to beunavailable following an audit or promulgation of a treasury regulationdisallowing such credits and for certain other reductions in the foreign taxcredits.

We wouldestablish an escrow out of the purchase price of $10,000,000 for a period of 18months solely to secure your indemnification obligations with respect to breachesof representations and warranties.

You would agree not to enter into or engage in abusiness that competes with the Urology Business, on a worldwide basis, for aperiod of seven years following the closing.  A competing business would notinclude (1) the developing, manufacturing, marketing, selling, importing ordistributing of (A) any oral pharmaceuticals or (B) any product or treatmentsinvolving dermal fillers or other bulking agents or toxins, including botulinumtoxins, for any indication or application, including any urologic indication orapplication; or (2) any businesses acquired and operated by you for so long assuch businesses generate less than $5,000,000 in aggregate annual revenues fromany competing business.

"Urology Business" means your surgical urology andconsumer and clinical healthcare operating segments, whether conducted by youor your subsidiaries, and consisting of the following diversified productportfolio of surgical and non-surgical products, that provide solutions for abroad range of urological problems:

        (a)        the catheter products and operations,selling the following products for the management of bladder control andurinary retention: (i) the Self-Cath® brand line of intermittent catheters bothwith and without the Self-Cath HydroGelTM, (ii) the Freedom® brand line of latexand latex free male external catheters, and (iii) catheter accessories,including leg bags, deodorizers and moisturizers;

        (b)        the disposable urology products andoperations, selling the following products for both hospital and outpatientsettings for thee management of urinary tract obstruction, urinaryincontinence, or urinary retention: (i) urethral stents and catheters, dilatorsand guidewires, (ii) stone extractors, (iii) prostatic catheters and prostaticstents, (iv) urethral stents, (v) bladder drainage catheters, (vi) Foleycatheters, (vii) bladder injection needles (currently under development), and(viii) general surgical devices including Elephants/Easivac;

        (c)        clinical or consumer ostomy care products;

        (d)        the women's health products and operations,selling the following surgically implantable products for the treatment of incontinenceand pelvic organ prolapse: (i) synthetic slings for the surgical treatment ofstress urinary incontinence under the brand ArisTM, (ii) tissue-based slings andgrafts for the surgical treatment of pelvic organ prolapse under the brandsAxisTM and Suspend®, (iii) pelvic floor synthetic mesh systems for the treatmentof cystocele and rectocele pelvic organ prolapse, (iv) minimally invasiveoffice-based endometrial ablation product called Selene® for the treatment ofexcessive menstrual bleeding, and (v) the soon to be released NovaSilkTM syntheticmesh for treatment of pelvic organ prolapse;

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        (e)        the men's health products and operations,selling the following surgically implanted penile implants for the treatment oferectile dysfunction: (i) the Titan® three-piece inflatable penile implant, (ii)the GenesisTM one-piece malleable penile implant, (iii) One-Touch Pump developmentproject to enhance the Titan, (iv) Excel® two-piece implant product,development efforts and operations, and (v) testicular implants; and

        (f)        the brachytherapy products and operations,consisting of the following radioisotope products and loading products,supplies and systems for the treatment of prostate cancer: (i) the Iodine‐I‐125radio isotope brachytherapy seed, (ii) the Palladium-Pd‐103 radio isotopebrachytherapy seed, (iii) Isoloader® all-in-one workstation automated needleloading, seed assay and reporting, and (iv) IsoStrand® automated strandingdevice.

The Urology Business would not include any product ortreatments involving dermal fillers or other bulking agents or toxins,including botulinum toxins, for any indication or application, and you wouldnot be restricted from competing in any area for these products and treatmentsincluding any urologic indication or application.  The Urology business wouldinclude the facilities in Minneapolis and Oklahoma City and leasesfor specified properties throughout the world, but would not include and wewould not purchase your Anoka facility and the assets related thereto.  Wewould negotiate in good faith to reach agreement with you and Rochester MedicalCorporation to effectuate the term sheet among us relating to silicone maleexternal catheters, but if we were unable to reach such agreement you wouldsupply us Silicone Male External Catheters from the Anoka facility.

"Material Adverse Effect" means any change, event,state of facts, or effect (each an "Effect") that is materially adverse to theUrology Business; *provided*, *however*, that none of the following shallbe deemed, either alone or in combination, to constitute a Material AdverseEffect: any Effect resulting from or arising out of (a) the announcement ofthis Offer or the pendency of the transactions contemplated hereby, includingactions taken in connection with the separation of the Urology Business infurtherance of the transactions contemplated hereby, (b) the performance by aparty of its obligations in connection with the transaction or as required byapplicable laws or accounting requirements, (c) general economic conditions inany country where the Urology Business is conducted that do notdisproportionately and adversely affect the Urology Business in any materialrespect, (d) general conditions in any industry in which the Urology Businessis conducted that do not disproportionately and adversely affect the UrologyBusiness in any material respect, (e) any natural disaster or any acts ofterrorism, sabotage, military action or war (whether or not declared) or anyescalation or worsening thereof, (f) certain environmental conditions at allproperties owned, leased or occupied at any time by your or any of yoursubsidiaries in connection with the Urology Business, or (g) any Effect forwhich an adjustment to the purchase price with respect to working capital isrequired to be made.

This Offer is binding on us and will be irrevocable,non-retractable and capable of acceptance by you until 11:59 p.m.   California time on July 31, 2006 in consideration of your execution of theletter agreement regarding a period of exclusive negotiations we have providedto you of even date herewith.

Extrinsic(parole) evidence, including the discussions and correspondence between us, maybe considered in the interpretation of this binding Offer.  This binding Offerhas been duly authorized by Coloplast, and, to our knowledge, does not conflictwith any of Coloplast's agreements or any applicable legal requirement.

Weconfirm that monetary damages may be inadequate to compensate you for a breachby us of this Offer.  Accordingly, we agree and acknowledge that, in additionto any other remedies that may be available, in law, in equity or otherwise,you shall be entitled to seek injunctive relief against breaches of this Offer. This Offer is subject to Minnesota law (without regard toconflicts of laws principles).  We hereby consent to the jurisdiction of anyfederal or state court within Minnesota and agree not to assert that any suchforum is not convenient or lacks jurisdiction.

Verytruly yours,

COLOPLASTA/S

By:   /s/ Sten Scheibye                            Sten Scheibye        Chief Executive Officer

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