WWW.EXFILE.COM, INC. -- 14526 -- BOSTON SCIENTIFIC CORP. -- EXHIBIT 10.4 TO FORM 10-Q


    EXHIBIT
      10.4

    
 

    FINAL
      FORM 

    


    


    BSC
      INTERNATIONAL HOLDING LIMITED

    


    Promissory
      Note

    


    


    
      	 $900,000,000         	
               New
                York, New York 

            
	 	
               April
                21,
                2006

            


    

     

    BSC
      International Holding Limited, a company organized and existing under the laws
      of Ireland (the “Borrower”),
      for
      value received, hereby promises to pay to Abbott Laboratories, an Illinois
      corporation (the “Lender”),
      the
      principal amount of $900,000,000.

    


    1.  Payments
      on the Note.
      The
      Borrower agrees to pay in cash semi-annually in arrears on the last Business
      Day
      of each March and September, beginning September 30, 2006, and on the Maturity
      Date (as defined below) (each, an “Interest
      Payment Date”),
      interest from the date hereof with respect to the first interest payment, and
      from the first day following the immediately preceding Interest Payment Date
      with respect to any subsequent interest payment, in each case to and including
      the date such interest shall become due and payable, on the unpaid principal
      amount of the loan evidenced by this Note (the “Loan”),
      at a
      rate per annum equal to 4.0%. If all or a portion of the principal amount of,
      or
      interest on, the Loan shall not be paid when due (whether at the stated
      maturity, by acceleration or otherwise), the Loan shall bear interest at a
      rate
      per annum equal to the rate that would otherwise be applicable thereto pursuant
      to the foregoing provisions of this Section plus
      2%.
      Interest and fees payable pursuant hereto shall be calculated on the basis
      of a
      365- (or 366-, as the case may be) day year for the actual days elapsed.


    


    All
      then
      unpaid principal and accrued interest shall be due and payable in cash on
April
      21,
      2011 (the “Maturity
      Date”).
      

    


    Subject
      to subsection 3(b), all payments (including prepayments) to be made to the
      Lender hereunder, whether on account of principal, interest, fees or otherwise,
      shall be made in United States Dollars and in immediately available funds
      without setoff or counterclaim by wire transfer to an account notified by the
      Lender to the Borrower and shall be made prior to 5:00 p.m., New York City
      time
      on the due date thereof. If any payment on this Note becomes due and payable
      on
      a day other than a day on which commercial banks in New York, New York are
      open
      for the transaction of normal business (a “Business
      Day”),
      payment shall be due on the immediately succeeding Business Day and, with
      respect to any payment of principal, interest thereon shall be payable at the
      then applicable rate.

    


    2.  Optional
      Prepayments.
      The
      Borrower may, at its option, upon notice delivered to the Lender one day prior
      thereto, prepay at any time all, or from time to time any part of, this Note,
      plus accrued but unpaid cash interest through the prepayment date, with respect
      to the 

     

    
      
        
        

      

      
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    principal
      amount so prepaid, without any premium or penalty. Any such prepayment shall
      be
      in an aggregate principal amount of $1,000,000 or a whole multiple
      thereof.

    


    3.  Mandatory
      Reductions and Prepayments.
      (a) If
      on any date the Lender or any of its Affiliates shall receive Net Proceeds
      from
      the sale of any Shares issued pursuant to Section 2.1 of the Subscription and
      Stockholder Agreement, then (i) if the Net Proceeds from any such sales are
      greater than 110% but equal to or less than 120% of the Stock Purchase Price,
      the portion of the Net Proceeds in excess of 110% of the Stock Purchase Price
      (minus any Taxes imposed on Abbott on or with respect to gain on the Net
      Proceeds in excess of 110% of the Stock Purchase Price) shall be immediately
      applied upon receipt thereof to reduce any amounts then outstanding under this
      Note and (ii) if the Net Proceeds from any such sales are greater than 120%
      of
      the Stock Purchase Price, (x) the portion of the Net Proceeds in excess of
      110%
      but less than or equal to 120% of the Stock Purchase Price (minus any Taxes
      imposed on Abbott on or with respect to gain on the Net Proceeds in excess
      of
      110% of the Stock Purchase Price but less than or equal to 120% of the Stock
      Purchase Price) shall be immediately applied upon receipt thereof to reduce
      any
      amounts then outstanding under this Note and (y) 50% of the Net Proceeds in
      excess of 120% of the Stock Purchase Price (minus any Taxes imposed on Abbott
      on
      or with respect to gain on such 50% of the Net Proceeds in excess of 120% of
      the
      Stock Purchase Price) shall be immediately applied upon receipt thereof to
      reduce any amounts then outstanding under this Note. The amount by which the
      outstanding principal balance of the Note shall be reduced under this subsection
      3(a) on any sale of Shares shall be determined in accordance with Section 3.5
      of
      the Subscription and Stockholder Agreement.

    


    (b)    Upon
      the
      occurrence and during the continuance of a Trigger Event, any cash proceeds
      the
      Borrower or any of its Affiliates receives or is entitled to receive with
      respect to Milestone Payments pursuant to Section 2.05 of the Purchase Agreement
      shall be immediately applied upon receipt thereof (or in the case of any such
      Milestone Payments which shall be due but not have been paid at such time,
      may
      be applied by the Lender directly) to prepay any amounts then outstanding under
      this Note.

    


    (c)    Any
      amounts
      required to be applied pursuant to this Section 3 shall be applied, first,
      to any
      fees or expenses then due and owing to the Lender under subsection 13(e),
second,
      to the
      payment of any interest due with respect to the amount of the principal prepaid,
      and third,
      to the
      principal amount of the Loan. 

    


    4.  Representations
      and Warranties.
      (a) The
      Borrower hereby represents and warrants that: 

    


    (i)
      The
      Borrower is duly organized, validly existing and in good standing under the
      laws
      of Ireland. 

    


    (ii)
      The
      Borrower has the corporate power and authority, and the legal right, to make,
      deliver and perform this Note and has taken all necessary corporate action
      to
      authorize the execution, delivery and performance of this Note.

     

    
      
        
        

      

      
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    (iii)
      No
      consent or authorization of, filing with or other act by or in respect of,
      any
      Governmental Authority or any other Person is required in connection with the
      borrowings hereunder or with the execution, delivery, performance, validity
      or
      enforceability of this Note.

    


    (iv)
      This
      Note has been duly executed and delivered on behalf of the Borrower.


    


    (v)
      This
      Note constitutes a legal, valid and binding obligation of the Borrower
      enforceable against the Borrower in accordance with its terms, except as such
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or similar laws affecting the enforcement of
      creditors’ rights generally and by general equitable principles (whether
      enforcement is sought by proceedings in equity or at law). 

    


    (vi)
      The
      execution, delivery and performance of this Note, the borrowings hereunder
      and
      the use of the proceeds hereof will not violate any Requirement of Law or
      Contractual Obligation of the Borrower and will not result in, or require,
      the
      creation or imposition of any Lien on any of its properties or revenues pursuant
      to any Requirement of Law or Contractual Obligation.

    


    (vii)
      No
      litigation, investigation or proceeding of or before any arbitrator or
      Governmental Authority is pending, or to the knowledge of the Borrower,
      threatened by or against the Borrower or against any of its properties or
      revenues that would prevent the Borrower from paying any interest or principal
      on this Note or from paying or reimbursing the Lender for any fees and expenses
      pursuant to subsection 13(e).

    


    (viii)
      No
      Default or Event of Default has occurred and is continuing.

    


    (ix)
      No
      part of the proceeds of the Loan will be used for any purpose that violates
      the
      provisions of the Regulations of the Board. 

     

    (b)    Boston
      Scientific hereand warrants that:by represents 

    


    (i)
      Boston Scientific is duly organized, validly existing and in good standing
      under
      the laws of the State of Delaware. 

    


    (ii)
      Boston Scientific has the corporate power and authority, and the legal right,
      to
      make, deliver and perform this Note and the guarantee and has taken all
      necessary corporate action to authorize the execution, delivery and performance
      of this Note and the guarantee.

    


    (iii)
      No
      consent or authorization of, filing with or other act by or in respect of,
      any
      Governmental Authority or any other Person is required in connection with the
      guarantee hereunder or with the execution, delivery, performance, validity
      or
      enforceability of such guarantee.

     

    
      
        
        

      

      
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    (iv)
      This
      Note has been duly executed and delivered on behalf of Boston Scientific.


    


    (v)
      This
      Note constitutes a legal, valid and binding obligation of Boston Scientific
      enforceable against Boston Scientific in accordance with its terms, except
      as
      such enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or similar laws affecting the enforcement of
      creditors’ rights generally and by general equitable principles (whether
      enforcement is sought by proceedings in equity or at law). 

    


    (vi)
      The
      execution, delivery and performance of this Note and the guarantee hereunder
      will not violate any Requirement of Law or Contractual Obligation of Boston
      Scientific.

    


    5.  Conditions
      Precedent.
      The
      obligation of the Lender to make the Loan is subject to the satisfaction, prior
      to or concurrently with the making of such Loan, of the following conditions:
      

    


    (a)    The
      Lender shall have received this Note duly executed and delivered by the
      Borrower;

     

    (b)    The
      Lender shall have received a certificate of the Borrower, dated the date hereof,
      in form and substance reasonably satisfactory to the Lender, with attachments,
      including copies of the organizational documents of the Borrower, and
      resolutions authorizing the transactions contemplated by this Note;

    


    (c)    The
      Lender shall have received (i) a certificate of Boston Scientific, dated the
      date hereof, in form and substance reasonably satisfactory to the Lender, with
      attachments, including the certificate of incorporation of Boston Scientific
      certified by the Secretary of State of Delaware, the by-laws of Boston
      Scientific and resolutions authorizing the transactions contemplated by this
      Note and (ii) a long-form good standing certificate from the State of
      Delaware;

    


    (d)    The
      Lender shall have received a notice from the Borrower designating in writing
      the
      bank account to which the amount of the Loan is to be wired not fewer than
      three
      Business Days prior to the date hereof;

    


    (e)    All
      of
      the conditions to Guidant’s obligations to consummate the transactions
      contemplated by the Purchase Agreement, as set forth in the Purchase Agreement,
      shall have been satisfied or waived, and Guidant shall have notified the Lender,
      in writing that it is ready, willing and able to consummate the transactions
      contemplated by the Purchase Agreement; 

    


    (f)    All
      of
      the respective conditions to Boston Scientifics’, Sub’s and Guidant’s
      obligations to consummate the Merger, as set forth in the Merger Agreement,
      shall have been satisfied or waived, and each of Boston Scientific and Sub
      shall
      have notified Guidant, and Guidant shall have notified Boston Scientific and
      Sub, in writing (with copies of such notices 

     

    
      
        
        

      

      
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    having
      been delivered to the Lender) that it is ready, willing and able to consummate
      the Merger, and that it intends to consummate the Merger immediately following
      the consummation of the transactions contemplated by the Transaction Agreement
      or the Purchase Agreement; 

     

    (g)    The
      Transaction Agreement and the Purchase Agreement shall be in full force and
      effect and no default shall have occurred and be continuing thereunder;


    


    (h)    Each
      of
      the representations and warranties made by the Borrower in Section 4 of this
      Note shall be true and correct on and as of the date hereof; and

    


    (i)    No
      Default or Event of Default shall have occurred and be continuing on the date
      hereof or after giving effect to the Loan to be made on the date hereof.


    


    In
      the
      event that Boston Scientific, Sub and Guidant do not complete the Merger on
      the
      same day as, or on the first Business Day following, the Share Closing Date,
      then on the second Business Day following the Share Closing Date, the Borrower
      shall pay in cash the full amount of the Loan outstanding under this Note
      together with interest compounded daily on such amount at the rate publicly
      announced by JPMorgan Chase Bank, N.A. as its prime rate in effect at its
      principal office in New York City.

    


    6.  Covenants.
      The
      Borrower covenants that for so long as this Note remains in effect and any
      amounts are owing hereunder it shall: 

    


    (a)    Preserve,
      renew and keep in full force and effect its corporate existence.

    


    (b)    Give
      notice to the Lender within ten days of the occurrence of any Default or Event
      of Default.

    


    7.  Default.
      The
      entire unpaid principal amount of this Note, together with all accrued and
      unpaid interest and all other amounts owing under this Note shall become
      immediately due and payable upon written demand of the Lender (or in the case
      of
      an event specified in subsection 7(d) below, automatically, without notice),
      without any other notice or demand of any kind or any presentment or protest,
      if
      any one of the following events shall occur and be continuing at the time of
      such demand: 

    


    (a)    The
      Borrower (i) defaults in any payment of principal on this Note when due in
      accordance with the terms of this Note, which default shall have continued
      for a
      period of five days, or (ii) defaults in any payment of interest on this Note
      when due in accordance with the terms of this Note, which default shall have
      continued for a period of five days following Borrower’s receipt of written
      notice from the Lender; or

    


    (b)    The
      Borrower defaults in the observance or performance of any covenant or agreement
      contained in this Note (other than those referred to in subsection 7(a) above),
      which default cannot be or has not been cured within 30 days after the
      Borrower’s receipt of written notice of such default from Lender;
      or

     

    
      
        
        

      

      
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    (c)    Any
      representation or warranty made by the Borrower in this Note shall prove to
      have
      been inaccurate on or as of the date made, such as would prevent the Borrower
      from paying any interest or principal on this Note or from paying or reimbursing
      the Lender for any fees and expenses pursuant to subsection 13(e) or would
      materially impair the Lender’s ability to enforce this Note; or

    


    (d)    (i)
      The
      Borrower or Boston Scientific shall commence any case, proceeding or other
      action (A) under any existing or future law of any jurisdiction, domestic or
      foreign, relating to bankruptcy, insolvency, reorganization or relief of
      debtors, seeking to have an order for relief entered with respect to it, or
      seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization,
      arrangement, adjustment, winding-up, liquidation, dissolution, composition
      or
      other relief with respect to it or its debts, or (B) seeking appointment of
      a
      receiver, trustee, custodian, conservator or other similar official for it
      or
      for all or any substantial part of its assets, or the Borrower or Boston
      Scientific shall make a general assignment for the benefit of its creditors;
      or
      (ii) there shall be commenced against the Borrower or Boston Scientific any
      case, proceeding or other action of a nature referred to in clause (i) above
      that (A) results in the entry of an order for relief or any such adjudication
      or
      appointment or (B) remains undismissed or undischarged for a period of 60 days;
      or (iii) there shall be commenced against the Borrower or Boston Scientific
      any
      case, proceeding or other action seeking issuance of a warrant of attachment,
      execution, distraint or similar process against all or any substantial part
      of
      its assets that results in the entry of an order for any such relief that shall
      not have been vacated, discharged, or stayed or bonded pending appeal within
      60
      days from the entry thereof; or (iv) the Borrower or Boston Scientific shall
      take any action in furtherance of, or indicating its consent to, approval of,
      or
      acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above;
      or (v) the Borrower or Boston Scientific shall generally not, or shall be unable
      to, or shall admit in writing its inability to, pay its debts as they become
      due.

    


    The
      rights of the Lender specified herein upon the occurrence of an Event of Default
      shall be in addition to the Lender’s rights specified in the last sentence of
      Section 5.10(a) of the Transaction Agreement.

    


    8.  Certain
      Definitions.
      As used
      in this Note, the following terms shall have the following
      meanings:

    


    “Affiliate”
means,
      with respect to any specified Person, any other Person that directly, or
      indirectly through one or more intermediaries, controls, is controlled by,
      or is
      under common control with, such specified Person; provided,
      however,
      that
      TAP Pharmaceutical Products, Inc. (“TAP”)
      and
      its subsidiaries shall be deemed not to be Affiliates of the Lender only for
      so
      long as the Lender (either directly or indirectly) owns fifty percent or less
      of
      the voting stock of TAP (or its subsidiaries) or does not otherwise have control
      of TAP (or its subsidiaries). For purposes of this Note, “Affiliate” shall
      include (i) with respect to the Borrower, Guidant and its Affiliates following
      the Merger, (ii) with respect to the Lender, any Person acquired pursuant to
      the
      Transaction Agreement, and (iii) any Person resulting from any internal
      reorganization, provided such resulting Person is an Affiliate.

     

    
      
        
        

      

      
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    “Board”
means
      the Board of Governors of the Federal Reserve System of the United States (or
      any successor). 

    


    “Borrower”
shall
      have the meaning set forth in the first paragraph of this Note.

    


    “Boston
      Scientific”
means
      Boston Scientific Corporation, a Delaware corporation, and the parent of the
      Borrower.

    


    “Business
      Day”
shall
      have the meaning set forth in Section 1.

    


    “Capital
      Stock”
      means
      any and all shares, interests, participations or other equivalents (however
      designated) of capital stock of a corporation, any and all equivalent ownership
      interests in a Person (other than a corporation) and any and all warrants,
      rights or options to purchase any of the foregoing.

    


    “Contractual
      Obligations”
means
      as to any Person, any provision of any security issued by such Person or of
      any
      agreement, instrument or other undertaking to which such Person is a party
      or by
      which it or any of its property is bound.

    


    “Credit
      Agreement”
means
      the principal credit agreement of Boston Scientific, as amended, restated,
      modified, renewed, refunded, replaced or refinanced, in whole or in part from
      time to time.

    


    “Default”
means
      any of the events specified in Section 7, whether or not any requirement
      for the giving of notice, the lapse of time, or both, has been
      satisfied.

    


    “Event
      of Default”
means
      any of the events specified in Section 7, provided
      that any
      requirement for the giving of notice, the lapse of time, or both, has been
      satisfied.

    


    “Excluded
      Taxes”
means
      net income taxes imposed on the Lender as a result of a present or former
      connection between the Lender and the jurisdiction of the Governmental Authority
      imposing such tax or any political subdivision or taxing authority thereof
      or
      therein (other than any such connection arising solely from the Lender having
      executed, delivered or performed its obligations or received a payment under,
      or
      enforced, this Note).

    


    “Governmental
      Authority”
means
      any nation or government, any state or other political subdivision thereof,
      any
      agency, authority, instrumentality, regulatory body, court, central bank or
      other entity exercising executive, legislative, judicial, taxing, regulatory
      or
      administrative functions of or pertaining to government, any securities exchange
      and any self-regulatory organization.

    


    “Guidant”
means
      Guidant Corporation, an Indiana corporation.

    


    “Indebtedness”
means
      of any Person at any date, without duplication, (a) all indebtedness of such
      Person for borrowed money, (b) all obligations of such Person for the deferred
      purchase price of property or services (other than current trade payables
      incurred in the ordinary course of 

     

    
      
        
        

      

      
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    such
      Person’s business), (c) all obligations of such Person evidenced by notes,
      bonds, debentures or other similar instruments, (d) all indebtedness created
      or
      arising under any conditional sale or other title retention agreement with
      respect to property acquired by such Person (even though the rights and remedies
      of the seller or lender under such agreement in the event of default are limited
      to repossession or sale of such property), (e) all capital lease obligations
      of
      such Person, (f) all obligations of such Person, contingent or otherwise, as
      an
      account party or applicant under or in respect of acceptances, letters of
      credit, surety bonds or similar arrangements, (g) all guarantee obligations
      of
      such Person in respect of obligations of the kind referred to in clauses (a)
      through (f) above and (h) all obligations of the kind referred to in clauses
      (a)
      through (g) above secured by (or for which the holder of such obligation has
      an
      existing right, contingent or otherwise, to be secured by) any Lien on property
      (including accounts and contract rights) owned by such Person, whether or not
      such Person has assumed or become liable for the payment of such obligation.
      The
      Indebtedness of any Person shall include the Indebtedness of any other entity
      (including any partnership in which such Person is a general partner) to the
      extent such Person is liable therefor as a result of such Person’s ownership
      interest in or other relationship with such entity, except to the extent the
      terms of such Indebtedness expressly provide that such Person is not liable
      therefor.

    


    “Interest
      Payment Date”
shall
      have the meaning set forth in Section 1.

    


    “Lender”
shall
      have the meaning set forth in the first paragraph of this Note.

    


    “Lien”
means
      any mortgage, pledge, hypothecation, assignment, deposit arrangement,
      encumbrance, lien (statutory or other), charge or other security interest or
      any
      preference, priority or other security agreement or preferential arrangement
      of
      any kind or nature whatsoever (including any conditional sale or other title
      retention agreement and any capital lease having substantially the same economic
      effect as any of the foregoing).

    


    “Loan”
shall
      have the meaning set forth in Section 1.

    


    “Maturity
      Date”
shall
      have the meaning set forth in Section 1.

    


    “Merger”
means
      the merger of Sub with and into Guidant pursuant to the Merger
      Agreement.

    


    “Merger
      Agreement”
means
      the Agreement and Plan of Merger, dated as of January 25, 2006, among Boston
      Scientific, Sub and Guidant, as amended, supplemented or otherwise modified
      from
      time to time.

    


    “Net
      Proceeds”
means,
      in respect of any sale of Shares, the proceeds per share received from such
      sale
      (net of any underwriting discounts and commissions incurred in connection
      therewith).

    


    “Obligations”
means
      the unpaid principal of and interest on (taking into account reductions and
      prepayments pursuant to Section 3 and including interest accruing after the
      maturity of the Loan and interest accruing after the filing of any petition
      in
      bankruptcy, or the

     

    
      
        
        

      

      
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     commencement
      of any insolvency, reorganization or like proceeding, relating to the Borrower,
      whether or not a claim for post-filing or post-petition interest is allowed
      in
      such proceeding) the Loan and all other obligations and liabilities of the
      Borrower to the Lender, whether direct or indirect, absolute or contingent,
      due
      or to become due, or now existing or hereafter incurred, which may arise under,
      out of, or in connection with this Note or any other document made, delivered
      or
      given in connection herewith, whether on account of principal, interest,
      reimbursement obligations, fees, costs, expenses (including all fees, charges
      and disbursements of counsel to the Lender that are required to be paid by
      the
      Borrower pursuant hereto) or otherwise.

    


    “Permitted
      Junior Securities”
means
      (i) equity interests in the Borrower or any direct or indirect parent of the
      Borrower or (ii) unsecured debt securities that are subordinated to all Senior
      Indebtedness (and any debt securities issued in exchange for Senior
      Indebtedness) to substantially the same extent as, or to a greater extent than,
      the Loan is subordinated to Senior Indebtedness under this Note.

    


    “Person”
means
      any individual, corporation, partnership, limited liability company, joint
      venture, association, joint-stock company, trust, unincorporated organization,
      government or any agency or political subdivision thereof or any other
      entity.

    


    “Principal
      Indebtedness”
means
      the amounts owing in respect of the Credit Agreement and any Public
      Indebtedness.

    


    “Public
      Indebtedness”
means
      Indebtedness of Boston Scientific or any of Boston Scientific’s Subsidiaries
issued
      in
      a public offering, Rule 144A transaction or Regulation S transaction.


    


    “Purchase
      Agreement”
means
      the purchase agreement to be entered into by Guidant and the Lender in
      connection with the purchase and sale of the business contemplated by the
      Transaction Agreement.

    


    “Representative”
means
      any trustee, agent or representative (if any) for an issue of Senior
      Indebtedness of the Borrower.

    


    “Requirements
      of Law”
means
      as to any Person, the certificate of incorporation and by-laws or other
      organizational or governing documents of such Person, and any law, treaty,
      rule
      or regulation or determination of an arbitrator or a court or other Governmental
      Authority, in each case applicable to or binding upon such Person or any of
      its
      property or to which such Person or any of its property is subject.

    


    “Senior
      Indebtedness”
means
      (i) with respect to the Borrower, all Indebtedness under the Credit Agreement
      dated as of April 21, 2006 among Boston Scientific, the Borrower, the financial
      institutions and other lenders party thereto and Bank of America, N.A., as
      administrative agent, as amended, amended and restated, modified, supplemented
      or refinanced from time to time to the extent there is no increase in the
      principal amount thereof, and (ii) with respect to Boston Scientific, all
      Indebtedness of Boston Scientific incurred from and including 

     

    
      
        
        

      

      
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    the
      date
      hereof to and including the Maturity Date (including interest accruing on or
      after the filing of any petition in bankruptcy or similar proceeding or for
      reorganization of any such Person (at the rate provided for in the documentation
      with respect thereto, regardless of whether or not a claim for post-filing
      interest is allowed in such proceedings)), and any and all other fees, expense
      reimbursement obligations, indemnification amounts, penalties and other amounts
      payable in respect of such Indebtedness (whether existing on the date hereof
      or
      thereafter created or incurred on or before the Maturity Date); provided,
      however,
      that,
      with respect to both the Borrower and Boston Scientific, Senior Indebtedness
      will not include (i) any obligation of the Borrower or Boston Scientific to
      any
      of their respective Subsidiaries, (ii) any liability for Federal, state,
      foreign, local or other taxes owed or owing by the Borrower or Boston
      Scientific, (iii) any accounts payable or other liability to trade creditors
      arising in the ordinary course of business (including guarantees thereof or
      instruments evidencing such liabilities), (iv) any Indebtedness, guarantee
      or
      obligation of the Borrower or Boston Scientific that is expressly subordinate
      or
      junior in right of payment to any other Indebtedness, guarantee or obligation
      of
      the Borrower or Boston Scientific, as applicable, or (v) any Capital Stock.
      

    


    “Shares”
means
      the shares of common stock, par value $0.01 per share, of Boston Scientific
      issued to the Lender or any of its Affiliates pursuant to Section 2.1 of the
      Subscription and Stockholder Agreement, it being understood and agreed that
      shares issued to the Lender or any of its Affiliates pursuant to Section 2.3
      of
      the Subscription and Stockholder Agreement shall not be deemed Shares for
      purposes of this Note.

    


    “Share
      Closing Date”
shall
      have the meaning set forth in the Subscription and Stockholder
      Agreement.

    


    “Stock
      Purchase Price”
shall
      have the meaning as set forth in the Subscription and Stockholder
      Agreement.

    


    “Sub”
means
      Galaxy Merger Sub, Inc., an Indiana corporation. 

    


    “Subscription
      and Stockholder Agreement”
means
      the subscription and stockholder agreement to be entered into by Boston
      Scientific and the Lender.

    


    “Subsidiary”
means
      as to any Person, a corporation, partnership, limited liability company or
      other
      entity of which shares of stock or other ownership interests having ordinary
      voting power (other than stock or such other ownership interests having such
      power only by reason of the happening of a contingency) to elect a majority
      of
      the board of directors or other managers of such corporation, partnership or
      other entity are at the time owned, or the management of which is otherwise
      controlled, directly or indirectly through one or more intermediaries, or both,
      by such Person. 

    


    “Taxes”
means
      any and all taxes, levies, duties, tariffs and similar charges in the nature
      of
      a tax (together with any and all interest, penalties, additions to tax and
      additional amounts imposed with respect thereto) imposed by any Governmental
      Authority or taxing authority, including taxes on or with respect to income,
      franchises, windfall or other profits, gross receipts, property, sales, use,
      share capital, capital stock, payroll, employment, social security, workers’


     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    compensation,
      unemployment compensation, or net worth; taxes in the nature of excise,
      withholding, ad valorem, stamp, transfer, value added, or gain taxes; license,
      registration and documentation fees; and customs’ duties and
      tariffs.

    


    “Transaction
      Agreement”
means
      the Transaction Agreement between Boston Scientific and the Lender, dated as
      of
      January 8, 2006, as amended, supplemented or otherwise modified from time to
      time.

    


    “Trigger
      Event”
means
      a
      failure by Borrower to pay any principal or interest when due (by operation
      of
      law or otherwise) on the Loan or a failure by Boston Scientific or any of its
      Subsidiaries to pay any principal or interest when due on any Principal
      Indebtedness.

    


    9.  Subordination.

    


    (a)    The
      Lender agrees that the payment of all obligations of the Borrower and Boston
      Scientific owing in respect of this Note is subordinated in right of payment,
      to
      the extent and in the manner provided in this Section 9, to the prior payment
      in
      full in cash of the Senior Indebtedness of the Borrower and Boston Scientific
      and that the subordination is for the benefit of and enforceable by the holders
      of such Senior Indebtedness. The Borrower’s and Boston Scientific’s obligations
      under this Note shall in all respects rank pari passu
      in right
      of payment with all existing and future Indebtedness of the Borrower and Boston
      Scientific that is not Senior Indebtedness; and only Indebtedness of the
      Borrower and Boston Scientific that is Senior Indebtedness shall rank senior
      to
      the obligations of the Borrower and Boston Scientific under this Note in
      accordance with the provisions set forth herein.

     

    (b)    Upon
      any
      payment or distribution of the assets of the Borrower or Boston Scientific
      to
      creditors upon a total or partial liquidation or a total or partial dissolution
      of the Borrower or Boston Scientific or in a reorganization of or similar
      proceeding relating to the Borrower or Boston Scientific or its
      property:

     

    (i)
      the
      holders of Senior Indebtedness of the Borrower or Boston Scientific, as
      applicable, shall be entitled to receive payment in full in cash of such Senior
      Indebtedness before the Lender shall be entitled to receive any payment; and
      

    


    (ii)
      until the Senior Indebtedness of the Borrower or Boston Scientific, as
      applicable, is paid in full in cash, any payment or distribution to which the
      Lender would be entitled but for the subordination provisions of this Note
      shall
      be made to holders of such Senior Indebtedness as their interests may appear,
      except that the Lender may receive Permitted Junior Securities.

    


    (c)    If
      a
      distribution is made to the Lender that, due to the subordination provisions,
      should not have been made to it, the Lender is required to hold it in trust
      for
      the holders of Senior Indebtedness of the Borrower and Boston Scientific and
      pay
      it over to them as their interests may appear.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (d)    After
      all
      Senior Indebtedness of the Borrower and Boston Scientific is paid in full and
      until this Note is paid in full, the Lender shall be subrogated to the rights
      of
      holders of such Senior Indebtedness to receive distributions applicable to
      such
      Senior Indebtedness. 

     

    (e)    This
      Section 9 defines the relative rights of the Lender and holders of Senior
      Indebtedness of the Borrower and Boston Scientific. Nothing in this Note
      shall:

     

    (i) impair,
      as between the Borrower and Boston Scientific on the one hand, and the Lender
      on
      the other hand, the obligation of the Borrower and Boston Scientific, which
      is
      absolute and unconditional, to pay principal of and interest on the Loan in
      accordance with the terms hereof; or

    


    (ii) affect
      the relative rights of the Lender and creditors of the Borrower and Boston
      Scientific other than their rights in relation to holders of Senior
      Indebtedness.

    


    (f)    No
      right
      of any holder of Senior Indebtedness of the Borrower or Boston Scientific to
      enforce the subordination of the Loan shall be impaired by any act or failure
      to
      act by the Borrower or Boston Scientific, as applicable, or by their failure
      to
      comply with this Note.

     

    (g)    The
      failure to make a payment pursuant to this Note by reason of any provision
      in
      this Section 9 shall not be construed as preventing the occurrence of a Default.
      Nothing in this Section 9 shall have any effect on the right of the Lender
      to
      accelerate the maturity of this Note.

     

    (h)    Upon
      any
      payment or distribution pursuant to this Section 9, the Lender shall be entitled
      to rely (a) upon any order or decree of a court of competent jurisdiction
      in which any proceedings of the nature referred to in subsection 9(b) hereof
      are
      pending, (b) upon a certificate of the liquidating trustee or agent or
      other Person making such payment or distribution to the Lender or (c) upon
      the Representatives of Senior Indebtedness of the Borrower and Boston Scientific
      for the purpose of ascertaining the Persons entitled to participate in such
      payment or distribution, the holders of such Senior Indebtedness and other
      Indebtedness of the Borrower and Boston Scientific, the amount thereof or
      payable thereon, the amount or amounts paid or distributed thereon and all
      other
      facts pertinent thereto or to this Section 9. In the event that the Lender
      determines, in good faith, that evidence is required with respect to the right
      of any Person as a holder of Senior Indebtedness of the Borrower or Boston
      Scientific to participate in any payment or distribution pursuant to this
      Section 9, the Lender shall be entitled to request such Person to furnish
      evidence to the reasonable satisfaction of the Lender as to the amount of such
      Senior Indebtedness held by such Person, the extent to which such Person is
      entitled to participate in such payment or distribution and other facts
      pertinent to the rights of such Person under this Section 9, and, if such
      evidence is not furnished, the Lender shall be entitled to defer any payment
      to
      such Person pending judicial determination as to the right of such Person to
      receive such payment. 

     

    (i)    Except
      as
      set forth in subsection 9(c), the Lender shall not be deemed to owe any
      fiduciary duty to the holders of Senior Indebtedness of the
      Borrower or Boston Scientific.

     

    (j)    Nothing
      contained in this Note shall prevent the Borrower or Boston Scientific from
      incurring any Indebtedness, it being understood and agreed that any Indebtedness
      to be 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    incurred
      by the Borrower or Boston Scientific, as applicable, shall be ranked in
      accordance with the second sentence of subsection 9(a).

     

    10.  Loss,
      Theft, Destruction or Mutilation.
      Upon
      receipt of evidence satisfactory to the Borrower of the loss, theft, destruction
      or mutilation of this Note and, in the case of such loss, theft or destruction,
      upon delivery to the Borrower of an indemnity undertaking reasonably
      satisfactory to the Borrower, or, in the case of any such mutilation, upon
      surrender of this Note to the Borrower, the Borrower will issue a new note,
      of
      like tenor and principal amount, in lieu of or in exchange for such lost,
      stolen, destroyed or mutilated Note. 

     

    11.  Gross-Up.
      Any and
      all payments by the Borrower, any Affiliate or any future transferee or assignee
      hereunder shall be made free and clear of and without deduction for any Taxes
      (other than Excluded Taxes). If the Borrower, any Affiliate or any future
      transferee or assignee is required by applicable Law to deduct any Taxes (other
      than Excluded Taxes) from or in respect of any amount payable hereunder, then
      the amount payable by the Borrower, any Affiliate or any future transferee
      or
      assignee shall be increased as may be necessary so that, after the Borrower
      has
      made such deductions, the Lender receives an amount equal to the amount that
      it
      would have received had no such deductions been made.

     

    12.  Guarantee.
      

     

    (a)    Boston
      Scientific hereby, unconditionally and irrevocably, guarantees to and for the
      benefit of the Lender and its successors, indorsees, transferees and assigns
      permitted hereunder, as primary obligor and not merely as surety, the prompt
      and
      complete payment and performance by the Borrower when due (whether at the stated
      maturity, by acceleration or otherwise) of the Obligations.

     

    (b)    The
      guarantee contained in this Section 12 shall remain in full force and effect
      until all the Obligations shall have been satisfied by payment in
      full.

     

    (c)    Notwithstanding
      any payment made by Boston Scientific hereunder or any set-off or application
      of
      funds of Boston Scientific by the Lender, Boston Scientific shall not be
      entitled to be subrogated to any of the rights of the Lender against the
      Borrower or right of offset held by the Lender for the payment of the
      Obligations, nor shall Boston Scientific seek or be entitled to seek any
      contribution or reimbursement from the Borrower in respect of payments made
      by
      it hereunder, until all amounts owing to the Lender by the Borrower on account
      of the Obligations are paid in full. If any amount shall be paid to Boston
      Scientific on account of such subrogation rights at any time when all of the
      Obligations shall not have been paid in full, such amount shall be held by
      Boston Scientific in trust for the Lender, segregated from other funds of Boston
      Scientific, and shall, forthwith upon receipt by Boston Scientific, be turned
      over to the Lender in the exact form received by Boston Scientific (duly
      indorsed by Boston Scientific to the Lender, if required), to be applied against
      the Obligations, whether matured or unmatured, in such order as the Lender
      may
      determine.

     

    (d)    Boston
      Scientific shall remain obligated hereunder notwithstanding that, without any
      reservation of rights against Boston Scientific and without notice to or further
      assent by Boston Scientific, any demand for payment of any of the Obligations
      made by the Lender may 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    be
      rescinded by the Lender and any of the Obligations continued, and the
      Obligations, or the liability of any other Person upon or for any part thereof,
      or any guarantee therefor or right of offset with respect thereto, may, from
      time to time, in whole or in part, be renewed, extended, amended, modified,
      accelerated, compromised, waived, surrendered or released by the Lender, and
      this Note and any other documents executed and delivered in connection herewith
      may be amended, modified, supplemented or terminated, in whole or in part,
      in
      any case as the Lender and the Borrower may deem advisable from time to time,
      and any guarantee or right of offset at any time held by the Lender for the
      payment of the Obligations may be sold, exchanged, waived, surrendered or
      released.

     

    (e)    Boston
      Scientific waives any and all notice of the creation, renewal, extension or
      accrual of any of the Obligations and notice of or proof of reliance by the
      Lender upon the guarantee contained in this Section 12 or acceptance of the
      guarantee contained in this Section 12; the Obligations, and any of them, shall
      conclusively be deemed to have been created, contracted or incurred, or renewed,
      extended, amended or waived, in reliance upon the guarantee contained in this
      Section 12; and all dealings between the Borrower and Boston Scientific likewise
      shall be conclusively presumed to have been had or consummated in reliance
      upon
      the guarantee contained in this Section 12. Boston Scientific waives diligence,
      presentment, protest, demand for payment and notice of default or nonpayment
      to
      or upon the Borrower or Boston Scientific with respect to the Obligations.
      Boston Scientific understands and agrees that the guarantee contained in this
      Section 12 shall be construed as a continuing, absolute and unconditional
      guarantee of payment without regard to (i) the validity or enforceability of
      this Note, any of the Obligations or any guarantee or right of offset with
      respect thereto at any time or from time to time held by the Lender, (ii) any
      defense, set-off or counterclaim (other than a defense of payment or
      performance) which may at any time be available to or be asserted by the
      Borrower or any other Person against the Lender, (iii) any change in the
      corporate existence or structure of the Borrower or any other Person or any
      change in any law, regulation or order affecting the Obligations, or (iv) any
      other circumstance whatsoever (with or without notice to or knowledge of the
      Borrower or Boston Scientific) which constitutes, or might be construed to
      constitute, an equitable or legal discharge of the Borrower for the Obligations,
      or of Boston Scientific under the guarantee contained in this Section 12 in
      bankruptcy or in any other instance. When making any demand hereunder or
      otherwise pursuing its rights and remedies hereunder against Boston Scientific,
      the Lender may, but shall be under no obligation to, make a similar demand
      on or
      otherwise pursue such rights and remedies as it may have against the Borrower,
      or any other Person or against any guarantee for the Obligations or any right
      of
      offset with respect thereto, and any failure by the Lender to make any such
      demand, to pursue such other rights or remedies or to collect any payments
      from
      the Borrower, or any other Person or to realize upon any such guarantee or
      to
      exercise any such right of offset, or any release of the Borrower, or any other
      Person or any such guarantee or right of offset, shall not relieve Boston
      Scientific of any obligation or liability hereunder, and shall not impair or
      affect the rights and remedies, whether express, implied or available as a
      matter of law, of the Lender against Boston Scientific. For the purposes hereof
      “demand” shall include the commencement and continuance of any legal
      proceedings.

     

    (f)    The
      guarantee contained in this Section 12 shall continue to be effective, or be
      reinstated, as the case may be, if at any time payment, or any part thereof,
      of
      any of the Obligations is rescinded or must otherwise be restored or returned
      by
      the Lender upon the 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    insolvency,
      bankruptcy, dissolution, liquidation or reorganization of any the Borrower
      or
      Boston Scientific, or upon or as a result of the appointment of a receiver,
      intervenor or conservator of, or trustee or similar officer for, the Borrower,
      Boston Scientific or any substantial part of their respective property, or
      otherwise, all as though such payments had not been made.

     

    (g)    Boston
      Scientific hereby guarantees that payments hereunder will be made in the manner
      set forth in Section 1.

     

        13.  Miscellaneous.
      

     

    (a)    The
      parties hereby acknowledge that this Note is being entered into the parties
      pursuant to Section 5.10 of the Transaction Agreement. The parties further
      acknowledge and agree that the entry of the parties hereto into this Note shall
      in no way affect the effectiveness of the Transaction Agreement and the
      Transaction Agreement shall remain in full force and effect pursuant to the
      terms thereof; provided,
      however,
      that to
      the extent that any of the provisions of this Note conflict with any provisions
      of the Transaction Agreement, the provisions herein shall control.

     

    (b)    No
      term
      of this Note may be changed, waived, discharged or terminated orally, but may
      only be amended or modified by an instrument in writing signed by the Lender
      and
      the Borrower.

     

    (c)    All
      notices, requests and demands to or upon the respective parties hereto to be
      effective shall be in writing (including by telecopy or electronic
      transmission), and, unless otherwise expressly provided herein, shall be deemed
      to have been duly given or made when delivered, or three Business Days after
      being deposited in the mail, postage prepaid, or, in the case of telecopy or
      electronic notice, when received addressed as follows: 

     

    
       

      
        	Borrower:  	
                BSC
                  International Holding Limited

              


      

      Gaetano
        Martinolaan 50

    

    6229
      GS
      Maastricht

                    The
      Netherlands

                    Fax:
      (011)
      31-43-3568270

                    Attention:
      Director

    


    with
      copies to:

    


    Boston
      Scientific Corporation

    One
      Boston Scientific Place 

    Natick,
      Massachusetts 01760

    Fax:
      (508) 650-8960

    Attention:
      General Counsel

    


    Shearman
      & Sterling LLP

    599
      Lexington Avenue

    New
      York,
      NY 10022-6069

    Fax:
      (212) 848-7179

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    Attention: 
      Peter D. Lyons

    Clare
      O’Brien

     

    
      	Boston
              Scientific:	
              Boston
                Scientific Corporation

            


    

    One
      Boston Scientific Place 

    Natick,
      Massachusetts 01760

    Fax:
      (508) 650-8960

    Attention:
      General Counsel

    


    with
      a
      copy to:

     

    Shearman
      & Sterling LLP

    599
      Lexington Avenue

    New
      York,
      NY 10022-6069

    Fax:
      (212) 848-7179

    Attention:
      Peter D. Lyons

    Clare
      O’Brien

     

    
      	Lender:	
              Abbott
                Laboratories

            


    

    Dept.
      0392, Bldg. AP6D 

    100
      Abbott Park Road

    Abbott
      Park, Illinois 60064-3500

    Fax:
      (847)
      935-8207

    Attention:
      Chief Operating Officer, Medical Products Group

    


    with
      copies to:

    Abbott
      Laboratories

    Dept.
      364, Bldg. AP6D

    100
      Abbott Park Road

    Abbott
      Park, Illinois 60064-6020 USA

    Fax:
      (847) 938-6277

    Attention:
      General Counsel
      

    


    Abbott
      Laboratories

    Dept.
      312, Bldg. AP6D

    100
      Abbott Park Road

    Abbott
      Park, Illinois 60064-6028 USA

    Fax:
      (847) 938-6307

    Attention:
      Treasurer

    


    Simpson
      Thacher & Bartlett LLP

    425
      Lexington Avenue

    New
      York,
      NY 10017-3903

    Fax:
      (212)
      455-2502

    Attention: 
      Charles I. Cogut

    William
      E. Curbow

     Jay
      M. Ptashek

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    


    provided
      that any
      notice, request or demand to or upon the Lender shall not be effective until
      received.

    


    (d)    No
      failure to exercise and no delay in exercising, on the part of the Lender,
      any
      right, remedy, power or privilege hereunder shall operate as a waiver thereof;
      nor shall any single or partial exercise of any right, remedy, power or
      privilege hereunder preclude any other or further exercise thereof or the
      exercise of any other right, remedy, power or privilege. The rights, remedies,
      powers and privileges herein provided are cumulative and not exclusive of any
      rights, remedies, powers and privileges provided by law or in any other
      Contractual Obligations of the Borrower or Boston Scientific.

     

    (e)    The
      Borrower agrees to pay or reimburse the Lender for all its costs and expenses
      (including reasonable attorney’s fees) incurred in connection with the
      enforcement by the Lender of any of its rights under this Note.

     

    (f)    Subject
      to the provisions of this subsection 13(f), the Lender may sell, assign,
      transfer or otherwise hypothecate this Note, in whole or in part, to any Person
      without the consent of the Borrower or Boston Scientific. Any such transferee,
      shall thereafter be deemed to be the “Lender” for all purposes herein other than
      Section 3, it being understood and agreed that any amounts then outstanding
      under this Note shall continue to be reduced in accordance with Section 3
      regardless of any such sale, assignment, transfer or hypothecation by the
      Lender, and that, as a condition to any such sale, assignment, transfer or
      hypothecation by the Lender, the Lender shall cause any such transferee to
      acknowledge in writing (with a copy of such acknowledgement to be delivered
      to
      the Borrower) its agreement to the foregoing. Notwithstanding anything to the
      contrary in this Section 13(f), unless any sale, assignment, transfer or other
      hypothecation of this Note by the Lender in accordance with this Section 13(f)
      is to the same Person (or its Affiliate) to which Abbott's (or its successor's)
      rights and obligations under Section 5.08 of the Transaction Agreement are
      assigned in accordance with Section 12.06 thereof, the last sentence of Section
      5.10(a) of the Transaction Agreement and the last sentence of Section 7(d)
      hereof shall forthwith become inapplicable. The Borrower may assign or otherwise
      transfer any of its rights or obligations hereunder to any of its Affiliates;
      provided that the guarantee of Boston Scientific of all the obligations of
      the
      Borrower under this Note shall remain in full force and effect regardless of
      any
      such assignment or transfer. Boston Scientific may not assign or otherwise
      transfer any of its rights or obligations hereunder; provided,
      however,
      that
      Boston Scientific may, without the consent of the other parties hereto, assign
      its rights and obligations, in whole or in part, to any acquiror of all or
      substantially all of Boston Scientific’s vascular intervention business. Any
      attempted assignment or transfer by the Lender, the Borrower or Boston
      Scientific in contravention of this subsection (f) without the consent of the
      other parties hereto, as applicable, shall be null and void.

     

    (g)    In
      addition to any rights and remedies of the Lender provided by law or contract,
      the Lender shall have the right, without prior notice to the Borrower or Boston
      Scientific, upon any amount becoming due and payable by the Borrower or Boston
      Scientific hereunder (whether at the stated maturity, by acceleration or
      otherwise), to set off and appropriate and apply against such amount any and
      all
      deposits (general or special, time or demand, provisional or final), in any
      currency, and any other credits, Indebtedness or claims, in 

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    any
      currency, in each case whether direct or indirect, absolute or contingent,
      matured or unmatured, at any time held or owing by the Lender or for the credit
      or the account of the Borrower or Boston Scientific.

     

    (h)    This
      Note
      may be executed by one or more of the parties to this Note on any number of
      separate counterparts, and all of said counterparts taken together shall be
      deemed to constitute one and the same instrument. Delivery of an executed
      signature page of this Note by facsimile or electronic transmission shall be
      effective as delivery of a manually executed counterpart hereof.

     

    (i)    Any
      provision of this Note that is prohibited or unenforceable in any jurisdiction
      shall, as to such jurisdiction, be ineffective to the extent of such prohibition
      or unenforceability without invalidating the remaining provisions hereof, and
      any such prohibition or unenforceability in any jurisdiction shall not
      invalidate or render unenforceable such provision in any other jurisdiction.
      

     

    (j)    THIS
      NOTE
      AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS NOTE SHALL BE GOVERNED
      BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE
      OF
      NEW YORK.

     

    (k)    Each
      of
      the Borrower and Boston Scientific hereby irrevocably and unconditionally:
      (i)
      submits for itself and its property in any legal action or proceeding relating
      to this Note, or for recognition and enforcement of any judgment in respect
      thereof, to the non-exclusive general jurisdiction of the courts of the State
      of
      New York, the courts of the United States for the Southern District of New
      York
      and appellate courts from any thereof; (ii) consents that any such action or
      proceeding may be brought in such courts and waives any objection that it may
      now or hereafter have to the venue of any such action or proceeding in any
      such
      court or that such action or proceeding was brought in an inconvenient court
      and
      agrees not to plead or claim the same; (iii) agrees that service of process
      in
      any such action or proceeding may be effected by mailing a copy thereof by
      registered or certified mail (or any substantially similar form of mail),
      postage prepaid to Boston Scientific at its address set forth in subsection
      13(c) above or at such other address of which the Lender shall have been
      notified pursuant thereto; (iv) agrees that nothing herein shall affect the
      right to effect service of process in any other manner permitted by law or
      shall
      limit the right to sue in any other jurisdiction; and (v) waives, to the maximum
      extent not prohibited by law, any right it may have to claim or recover in
      any
      legal action or proceeding referred to in this subsection 13(k) any special,
      exemplary, punitive or consequential damages.

     

    (l)    THE
      BORROWER, BOSTON SCIENTIFIC AND THE LENDER HEREBY IRREVOCABLY AND
      UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
      TO THIS NOTE AND FOR ANY COUNTERCLAIM THEREIN.

     

    (m)    This
      Note
      shall be binding upon and inure to the benefit of the Borrower, Boston
      Scientific and the Lender and their respective heirs, successors and permitted
      assigns

     

    
      
        
        

      

      
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    (n)    Nothing
      in this Note, express or implied, shall give to any Person, (other than the
      parties hereto and their successors hereunder) any benefit or any legal or
      equitable right, remedy or claim under this Note.

     

    (o)    The
      Borrower has, at the time of the signing of this Note, caused Irish stamp duty
      in an amount of €0.15 to be paid on this Note, and a stamp for such amount is
      affixed to this Note, which stamp (i) (A) has been signed by or bears the
      initials of a duly authorized signatory of the Borrower, or (B) bears “BSC
      International Holding Limited” written over the stamp, and (ii) is dated as of
      the date of this Note.

     

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    IN
      WITNESS WHEREOF, the Borrower and Boston Scientific have caused this Note to
      be
      duly executed and delivered as of the day and year first above
      written.

     

    
      	 	 	 
	 	BSC
              INTERNATIONAL
              HOLDING LIMITED
	 
 	 
 	 
 
	 	By:  	/s/ Daniel
              Philip Florin
	 	
              
Name: Daniel
              Philip Florin
	 	Title: Director 


       

      
        	 	 	 
	 	BOSTON
                SCIENTIFIC
                CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/ Lawrence
                C. Best
	 	
                
Name: Lawrence
                C. Best
	 	Title: Executive
                Vice President and   Chief
                Financial Officer


      

    

    


    ACKNOWLEDGED
      AND AGREED:

    


    ABBOTT
      LABORATORIES

    


    


    By: 
      /s/ Thomas
      C. Freyman 
      
        

      

    

    Name: Thomas
      C.
      Freyman

    Title:   Executive
      Vice President, Finance and 

               
Chief
      Financial Officer

    


    


    


    


    


    
      
         

      

      
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