1.1(a)(iv)
Transactions
Recitals
Transfer Taxes
1.4(b)
Transferred Assets
1.1(a)
Transferred Employee
6.1(b)
Transition Services Agreement
1.6(j)
Transition Supply Agreement
1.6(j)
Treasury Regulations
1.4(d)(vi)
TSA Employees
6.1(a)
US Buyer
Preamble
US Seller
Preamble
US Seller Tax Certificate
1.6(k)
WARN
2.13
vii
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of December 6, 2007,
is made by and among EDWARDS LIFESCIENCES LLC, a Delaware limited liability
company (the "US Seller"), EDWARDS LIFESCIENCES A.G., a Swiss corporation (the
"EU Seller" and together with the US Seller, "Sellers" and each a "Seller"), C.
R. BARD, INC., a New Jersey corporation (the "US Buyer"), and ANGIOMED GMBH &
CO., MEDIZINTECHNIK KG, a German limited partnership (the "EU Buyer" and
together with the US Buyer, "Buyers" and each a "Buyer").
Buyers, on the one
hand, and Sellers, on the other hand, are each referred to herein as a "party"
and collectively as the "parties."
RECITALS
WHEREAS, the Sellers and their affiliates have established and maintain, and
conduct, a business (the "Business") that is engaged in the research and
development, design, manufacturing, marketing, distribution and sale of
peripheral vascular stents, which includes the following product lines of
Sellers and their affiliates ("Products"):
(i) self expanding stents;
(ii) balloon expanding stents; and (iii) delivery systems (including balloons
and catheters contained therein) associated with the foregoing products; and
WHEREAS, Sellers desire to sell to Buyers, and Buyers desire to purchase from
Sellers, all of the Transferred Assets (as defined below), which do not include
the Excluded Assets (as defined below), and Buyers are willing to assume only
the specified Assumed Obligations (as defined below) of Sellers and will assume
no other liabilities or obligations, and the parties intend to consummate such
sale and purchase and the other transactions contemplated by this Agreement
(collectively, the "Transactions").
NOW, THEREFORE, in consideration of the mutual covenants and consideration
contained herein, the parties hereto covenant and agree as follows:
1.
PLAN OF ACQUISITION
1.1
PURCHASE AND SALE OF TRANSFERRED ASSETS
(A)
TRANSFERRED ASSETS.
UPON THE TERMS AND CONDITIONS SET FORTH
HEREIN AND SUBJECT TO SECTION 1.1(B), AT THE CLOSING, SELLERS WILL SELL, ASSIGN,
TRANSFER, CONVEY AND DELIVER, OR CAUSE TO BE SOLD, ASSIGNED, TRANSFERRED,
CONVEYED AND DELIVERED, TO BUYERS, AND BUYERS WILL BUY, ACQUIRE AND TAKE FROM
SELLERS OR THEIR AFFILIATES, ALL OF SELLERS' AND THEIR AFFILIATES' RIGHT, TITLE
AND INTEREST IN AND TO THE TRANSFERRED ASSETS (AS DEFINED BELOW), FREE AND CLEAR
OF ALL RESTRICTIONS, LIENS, CLAIMS, MORTGAGES, SECURITY INTERESTS OR OTHER
ENCUMBRANCES OF ANY KIND ("ENCUMBRANCES"), OTHER THAN PERMITTED ENCUMBRANCES (AS
DEFINED BELOW).
"TRANSFERRED ASSETS" MEANS ALL OF SELLERS' AND THEIR
AFFILIATES' RIGHT, TITLE AND INTEREST IN AND TO THE FOLLOWING ASSETS,
PROPERTIES, RIGHTS, GOODWILL AND CLAIMS OF SELLERS OR THEIR AFFILIATES THAT
RELATE TO THE BUSINESS OR THE PRODUCTS:
(I)
ALL OF THE TANGIBLE PERSONAL PROPERTY AND EQUIPMENT PRIMARILY
USED IN THE BUSINESS, INCLUDING THE PERSONAL PROPERTY AND EQUIPMENT LISTED ON
SCHEDULE 1.1(A)(I);
(II)
ALL FINISHED GOODS INVENTORY OF THE BUSINESS, EXCLUDING ALL
INVENTORIES OF