SC TO-T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

MENTOR CORPORATION

(Name of Subject Company (Issuer))

MAPLE MERGER SUB, INC.

(Offeror)

A Wholly Owned Subsidiary of

JOHNSON & JOHNSON

(Parent of Offeror)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

COMMON STOCK, $0.10 PAR VALUE

(Title of Class of Securities)

587188103

(CUSIP Number of Class of Securities)

Allen Y. Kim, Esq.

Johnson & Johnson

One Johnson & Johnson Plaza

New Brunswick, NJ 08933

(732) 524-6400

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copies to:

Robert I. Townsend, III, Esq.

Damien R. Zoubek, Esq.

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019-7475

(212) 474-1000

CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount of Filing Fee(2)
$1,256,184,542		$49,368.06

(1)

Estimated for purposes of calculating the filing fee only. This amount was determined by multiplying 40,522,082 shares of Mentor Corporation common stock (representing the shares of common stock outstanding, in-the-money options, shares of common stock issuable upon the exercise of outstanding performance stock unit awards and shares of common stock issuable upon conversion of Mentor Corporation’s outstanding 2.75% Convertible Subordinated Notes, due 2024, in each case outstanding as of November 28, 2008 and the shares of common stock subject to outstanding rights under the employee stock purchase plan of Mentor Corporation as of December 1, 2008), by $31.00 per share (which is the offer price).

(2)

The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934 and Fee Rate Advisory #6 for fiscal year 2008, issued December 27, 2007, by multiplying the transaction value by .0000393.

o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid: N/A	Filing Party: N/A
Form of Registration No.: N/A	Date Filed: N/A

o  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ Third-party tender offer subject to Rule 14d-1.

o  Issuer tender offer subject to Rule 13e-4.

o  Going-private transaction subject to Rule 13e-3.

o  Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. o

This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this “Schedule TO”) is filed by (i) Maple Merger Sub, Inc., a Minnesota corporation (the “Purchaser”) and wholly owned subsidiary of Johnson & Johnson, a New Jersey corporation (“Parent”), and (ii) Parent. This Schedule TO relates to the offer (the “Offer”) by the Purchaser to purchase all of the outstanding shares of common stock, par value $0.10 per share (the “Shares”), of Mentor Corporation, a Minnesota corporation (the “Company”), at a purchase price of $31.00 per Share net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 12, 2008 (together with any amendments and supplements thereto, the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

Item 1.   Summary Term Sheet.

The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” is incorporated herein by reference.

Item 2.   Subject Company Information.

(a) The name of the subject company and the issuer of the securities to which this Schedule TO relates is Mentor Corporation, a Minnesota corporation. The Company’s principal executive offices are located at 201 Mentor Drive, Santa Barbara, California 93111. The Company’s telephone number at such address is (805) 879-6000.

(b) This Schedule TO relates to the outstanding shares of common stock, par value $0.10 per share, of the Company. The Company has advised Parent that, on November 28, 2008, 33,777,968 Shares (of which 223,385 are shares of restricted stock) were issued and outstanding; no Shares were held in the treasury of the Company; 7,573,117 Shares were reserved and available for issuance under the Company’s stock plans, of which 5,084,733 Shares were subject to stock options, 302,160 Shares were subject to outstanding performance stock units and 1,249 Shares were subject to outstanding rights under the employee stock purchase plan of the Company; 5,206,625 Shares were reserved and available for issuance upon exercise of outstanding warrants, and 5,206,625 Shares were reserved and available for issuance upon conversion of the Company’s outstanding 2.75% Convertible Subordinated Notes due 2024.

(c) The information set forth in the section in the Offer to Purchase entitled “Price Range of Shares; Dividends” is incorporated herein by reference.

Item 3.   Identity and Background of Filing Person.

(a) through (c) This Schedule TO is filed by Parent and the Purchaser. The information set forth in the section of the Offer to Purchase entitled “Certain Information Concerning Parent and the Purchaser” and in Schedule I to the Offer to Purchase is incorporated herein by reference.

Item 4.   Terms of the Transaction.

The information set forth in the Offer to Purchase is incorporated herein by reference.

Item 5.   Past Contacts, Transactions, Negotiations and Agreements.

The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet,” “Introduction,” “Certain Information Concerning Parent and the Purchaser,” “Background of the Offer; Past Contacts or Negotiations with Seller,” “Purpose of the Offer; Plans for Seller” and “The Merger Agreement” is incorporated herein by reference.

Item 6.   Purposes of the Transaction and Plans or Proposals.

The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet,” “Introduction,” “Price Range of Shares; Dividends,” “Certain Effects of the Offer,” “Purpose of the Offer; Plans for Seller” and “The Merger Agreement” is incorporated herein by reference.

1

Item 7.   Source and Amount of Funds or Other Consideration.

The information set forth in the section of the Offer to Purchase entitled “Source and Amount of Funds” is incorporated herein by reference.

Item 8.   Interest in Securities of the Subject Company.

The information set forth in the sections of the Offer to Purchase entitled “Certain Information Concerning Parent and the Purchaser,” “Purpose of the Offer; Plans for Seller” and “The Merger Agreement” is incorporated herein by reference.

Item 9.   Persons/Assets Retained, Employed, Compensated or Used.

The information set forth in the section of the Offer to Purchase entitled “Fees and Expenses” is incorporated herein by reference.

Item 10.   Financial Statements.

Not applicable.

Item 11.   Additional Information.

(a)(1) The information set forth in the sections of the Offer to Purchase entitled “Certain Information Concerning Parent and the Purchaser,” “Background of the Offer; Past Contacts or Negotiations with Seller,” “Purpose of the Offer; Plans for Seller” and “The Merger Agreement” is incorporated herein by reference.

(a)(2) The information set forth in the sections of the Offer to Purchase entitled “Purpose of the Offer; Plans for Seller,” “Certain Conditions of the Offer” and “Certain Legal Matters; Regulatory Approvals” is incorporated herein by reference.

(a)(3) The information set forth in the sections of the Offer to Purchase entitled “Certain Conditions of the Offer” and “Certain Legal Matters; Regulatory Approvals” is incorporated herein by reference.

(a)(4) The information set forth in the sections of the Offer to Purchase entitled “Certain Effects of the Offer,” “Source and Amount of Funds” and “Certain Legal Matters; Regulatory Approvals” is incorporated herein by reference.

(a)(5) None.

(b) The information set forth in the Offer to Purchase is incorporated herein by reference.

Item 12.   Exhibits.

Exhibit	Exhibit Name
(a)(1)(A)	Offer to Purchase dated December 12, 2008.
(a)(1)(B)	Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9).
(a)(1)(C)	Notice of Guaranteed Delivery.
(a)(1)(D)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(5)(A)	Joint Press Release issued by Johnson & Johnson and Mentor Corporation on December 1, 2008, incorporated herein by reference to the Schedule TO filed by Johnson & Johnson on December 2, 2008.
(a)(5)(B)	Summary Newspaper Advertisement as published in The Wall Street Journal on December 12, 2008.
(a)(5)(C)	Press Release issued by Johnson & Johnson on December 12, 2008.
(a)(5)(D)	Global Key Messages, incorporated herein by reference to the Schedule TO filed by Johnson & Johnson on December 2, 2008.
(b)	Not applicable.
(d)(1)	Agreement and Plan of Merger, dated as of December 1, 2008, among Johnson & Johnson, Maple Merger Sub, Inc. and Mentor Corporation.

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Exhibit	Exhibit Name
(d)(2)	Retention Agreement, dated as of November 30, 2008, by and among Johnson & Johnson, Mentor Corporation and Joshua Levine.
(d)(3)	Retention Agreement, dated as of November 30, 2008, by and among Johnson & Johnson, Mentor Corporation and Edward S. Northup.
(d)(4)	Retention Agreement, dated as of November 30, 2008, by and among Johnson & Johnson, Mentor Corporation and Joseph A. Newcomb.
(d)(5)	Form of Retention Agreement, entered into by certain employees of Mentor Corporation on November 30, 2008, by and among Johnson & Johnson, Mentor Corporation and each such employee.
(g)	Not applicable.
(h)	Not applicable.

Item 13.   Information Required by Schedule 13E-3.

Not applicable.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

MAPLE MERGER SUB, INC.

By  /s/  Richard D. Gooding

Name:     Richard D. Gooding

Title: Vice President

Date: December 12, 2008

JOHNSON & JOHNSON

By  /s/  Allen Y. Kim

Name:     Allen Y. Kim

Title: Attorney-in-Fact

Date: December 12, 2008

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EXHIBIT INDEX

Exhibit	Exhibit Name
(a)(1)(A)	Offer to Purchase dated December 12, 2008.
(a)(1)(B)	Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9).
(a)(1)(C)	Notice of Guaranteed Delivery.
(a)(1)(D)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(5)(A)	Joint Press Release issued by Johnson & Johnson and Mentor Corporation on December 1, 2008, incorporated herein by reference to the Schedule TO filed by Johnson & Johnson on December 2, 2008.
(a)(5)(B)	Summary Newspaper Advertisement as published in The Wall Street Journal on December 12, 2008.
(a)(5)(C)	Press Release issued by Johnson & Johnson on December 12, 2008.
(a)(5)(D)	Global Key Messages, incorporated herein by reference to the Schedule TO filed by Johnson & Johnson on December 2, 2008.
(b)	Not applicable.
(d)(1)	Agreement and Plan of Merger, dated as of December 1, 2008, among Johnson & Johnson, Maple Merger Sub, Inc. and Mentor Corporation.
(d)(2)	Retention Agreement, dated as of November 30, 2008, by and among Johnson & Johnson, Mentor Corporation and Joshua Levine.
(d)(3)	Retention Agreement, dated as of November 30, 2008, by and among Johnson & Johnson, Mentor Corporation and Edward S. Northup.
(d)(4)	Retention Agreement, dated as of November 30, 2008, by and among Johnson & Johnson, Mentor Corporation and Joseph A. Newcomb.
(d)(5)	Form of Retention Agreement, entered into by certain employees of Mentor Corporation on November 30, 2008, by and among Johnson & Johnson, Mentor Corporation and each such employee.
(g)	Not applicable.
(h)	Not applicable.

EX-99.A.1.A

Exhibit (a)(1)(A)

Offer To Purchase For Cash

All Outstanding Shares of Common Stock

of

MENTOR CORPORATION

at

$31.00 NET PER SHARE

by

MAPLE MERGER SUB, INC.

a wholly owned subsidiary of

JOHNSON & JOHNSON

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,

NEW YORK CITY TIME, ON JANUARY 12, 2009, UNLESS THE OFFER IS EXTENDED.

The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of December 1, 2008 (the “Merger Agreement”), by and among Johnson & Johnson (“Parent”), Maple Merger Sub, Inc. (the “Purchaser”) and Mentor Corporation (“Seller”). The Purchaser is offering to purchase all outstanding Shares (as defined below) at a price of $31.00 per Share net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal (as defined below). The Offer is conditioned upon (i) the satisfaction of the Minimum Tender Condition (as defined below) and (ii) the termination or expiration of the waiting period (and any extension thereof) applicable to the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the obtainment of all applicable foreign antitrust and similar regulatory clearances from the relevant Governmental Entities (as defined below). The term “Minimum Tender Condition” is defined in Section 15 — “Certain Conditions of the Offer” and generally requires that the number of outstanding shares of common stock, par value $0.10 per share, of Seller (the “Shares”) which have been validly tendered and not validly withdrawn prior to the expiration date for the Offer (as it may have been extended or re-extended pursuant to the Merger Agreement, the “Expiration Date”), when added to any Shares already owned by Parent and its controlled subsidiaries, represents at least a majority of the total number of outstanding Shares on a “fully diluted basis” (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof) on the Expiration Date. The Offer is also subject to other important conditions set forth in this Offer to Purchase. See Section 15 — “Certain Conditions of the Offer.”

The Board of Directors of Seller (the “Seller Board”) (i) approved and declared advisable the Merger Agreement, the Offer, the merger of the Purchaser with and into Seller, with Seller as the surviving corporation (the “Merger”), and the other transactions contemplated by the Merger Agreement, (ii) declared that it is in the best interests of the shareholders of Seller that Seller enter into the Merger Agreement and consummate the transactions contemplated by the Merger Agreement on the terms and subject to the conditions set forth therein, (iii) declared that the terms of the Offer and the Merger are fair to Seller and the shareholders of Seller and (iv) recommended that the shareholders of Seller accept the Offer, tender their Shares pursuant to the Offer and, if required by applicable law, approve and adopt the Merger Agreement.

IMPORTANT

Any shareholder of Seller wishing to tender Shares in the Offer must (i) complete and sign the letter of transmittal (or a facsimile thereof) that accompanies this Offer to Purchase (the “Letter of Transmittal”) in accordance with the instructions in the Letter of Transmittal and mail or deliver the Letter of Transmittal and all other required documents to the Depositary (as defined below) together with certificates representing the Shares tendered or follow the procedure for book-entry transfer set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares” or (ii) request such shareholder’s broker, dealer, commercial bank, trust company or other nominee to effect the transaction for the shareholder. A shareholder whose Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such person if such shareholder wishes to tender such Shares.

Any shareholder of Seller who wishes to tender Shares and cannot deliver certificates representing such Shares and all other required documents to the Depositary on or prior to the Expiration Date (as defined below) or who cannot comply with the procedures for book-entry transfer on a timely basis may tender such Shares pursuant to the guaranteed delivery procedure set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares.”

Questions and requests for assistance may be directed to the Information Agent (as defined below) or the Dealer Manager (as defined below) at their addresses and telephone numbers set forth on the back cover of this Offer to Purchase. Additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and other related materials may also be obtained from the Information Agent or the Dealer Manager. Shareholders may also contact their broker, dealer, commercial bank, trust company or other nominee for copies of these documents.

The Dealer Manager for the Offer is:

Georgeson Securities Corporation

December 12, 2008

SUMMARY TERM SHEET

Maple Merger Sub, Inc., a wholly owned subsidiary of Parent, is offering to purchase all of the outstanding Shares for $31.00 per Share net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal. The following are answers to some of the questions you, as a shareholder of Seller, may have about the Offer. We urge you to read carefully the remainder of this Offer to Purchase and the Letter of Transmittal and the other documents to which we have referred you because this summary may not contain all of the information that is important to you. Additional important information is contained in the remainder of this Offer to Purchase and the Letter of Transmittal.

Who is offering to buy my securities?

We are Maple Merger Sub, Inc., a Minnesota corporation formed for the purpose of making this Offer. We are a wholly owned subsidiary of Parent, a New Jersey corporation. See the “Introduction” to this Offer to Purchase and Section 8 — “Certain Information Concerning Parent and the Purchaser.”

What are the classes and amounts of securities sought in the Offer?

We are seeking to purchase all of the outstanding shares of common stock, par value $0.10 per share, of Seller. See the “Introduction” to this Offer to Purchase and Section 1 — “Terms of the Offer.”

How much are you offering to pay? What is the form of payment? Will I have to pay any fees or commissions?

We are offering to pay $31.00 per Share net to you in cash, without interest and less any required withholding taxes. If you are the record owner of your Shares and you directly tender your Shares to us in the Offer, you will not have to pay brokerage fees or similar expenses. If you own your Shares through a broker, banker or other nominee, and your broker tenders your Shares on your behalf, your broker, banker or other nominee may charge you a fee for doing so. You should consult your broker, banker or other nominee to determine whether any charges will apply. See the “Introduction” to this Offer to Purchase.

Do you have the financial resources to make payment?

Parent, our parent company, will provide us with sufficient funds to purchase all Shares validly tendered in the Offer and not validly withdrawn and to provide funding for our Merger with Seller, which is expected to follow the successful completion of the Offer in accordance with the terms and conditions of the Merger Agreement. The Offer is not subject to a financing condition. Parent intends to provide us with the necessary funds from cash on hand. See Section 9 — “Source and Amount of Funds.”

Is your financial condition relevant to my decision to tender my Shares in the Offer?

No. We do not think our financial condition is relevant to your decision whether to tender Shares and accept the Offer because:

•  the Offer is being made for all outstanding Shares solely for cash;

•  we, through our parent company, Parent, will have sufficient funds available to purchase all Shares validly tendered in the Offer and not validly withdrawn in light of Parent’s financial capacity in relation to the amount of consideration payable;

•  the Offer is not subject to any financing condition; and

•  if we consummate the Offer, we expect to acquire any remaining Shares for the same cash price in the Merger.

See Section 9 — “Source and Amount of Funds.”

How long do I have to decide whether to tender my Shares in the Offer?

Unless we extend the Offer, you will have until 12:00 midnight, New York City time, on January 12, 2009 (which is the end of the day on January 12, 2009), to tender your Shares in the Offer. Furthermore, if you cannot deliver everything required to make a valid tender by that time, you may still participate in the Offer by using the guaranteed delivery procedure that is described later in this Offer to Purchase prior to that time. See Sections 1 — “Terms of the Offer” and 3 — “Procedures for Accepting the Offer and Tendering Shares.”

i

Can the Offer be extended and under what circumstances?

Yes. We have agreed in the Merger Agreement that:

•  We may (but are not required to) extend the Offer on one or more occasions for any period, if on any then-scheduled expiration date of the Offer any of the conditions to our obligation to accept for payment and pay for the Shares validly tendered in the Offer (the “Offer Conditions”) are not satisfied or, in our sole discretion, waived.

•  We must extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to the Offer; provided, however, that in no event will we be required to extend the Offer beyond June 1, 2009.

•  If, on any then-scheduled expiration date of the Offer, any of the Offer Conditions other than the Minimum Tender Condition, as set forth in Section 15 — “Certain Conditions of the Offer”, is not satisfied or, in our sole discretion, waived, then we must, and Parent must cause us to, extend the Offer on one or more occasions, in consecutive increments of up to ten business days each until the time such Offer Conditions are satisfied or, in our sole discretion, waived; provided, however, that in no event will we be required to extend the Offer beyond June 1, 2009.

•  If, on any then-scheduled expiration date of the Offer, the Minimum Tender Condition is not satisfied but all of the other Offer Conditions are satisfied or, in our sole discretion, waived, then we must, and Parent must cause us to, extend the Offer for a period of at least five business days following the then-scheduled expiration date of the Offer, as more fully described in the termination provisions described in Section 11 — “The Merger Agreement”; provided, however, that in no event will we be required to extend the Offer beyond June 1, 2009.

At our option, we may (but are not required to) provide a subsequent offering period in accordance with Rule 14d-11 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”). The termination rights of the parties to the Merger Agreement are as set forth in the Merger Agreement and remain unaffected by the foregoing provisions in the Merger Agreement.

See Section 1 — “Terms of the Offer” for more details on our obligation and ability to extend the Offer.

How will I be notified if the Offer is extended?

Any extension of the Offer will be followed as promptly as practicable by public announcement if required. Such announcement will be made no later than 9:00 a.m., New York City time, on the next business day after the day on which the Offer was scheduled to expire, in accordance with the public announcement requirements of Rule 14e-1(d) under the Exchange Act. See Section 1 — “Terms of the Offer.”

What are the most significant conditions to the Offer?

The Offer is conditioned upon, among other things,

•  satisfaction of the Minimum Tender Condition, and

•  the termination or expiration of the waiting period (and any extension thereof) applicable to the Offer under the HSR Act, and the obtainment of all applicable foreign antitrust and similar regulatory clearances from the relevant governmental entities.

The term “Minimum Tender Condition” is defined in Section 15 — “Certain Conditions of the Offer” and generally requires that the number of outstanding Shares which have been validly tendered and not validly withdrawn prior to the Expiration Date, when added to any Shares already owned by Parent and its controlled subsidiaries, represents at least a majority of the total number of outstanding Shares on a “fully diluted basis” (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof) on the Expiration Date.

The Offer is also subject to a number of other important conditions. We can waive some of these conditions without Seller’s consent. We cannot, however, change, waive or modify the Minimum Tender Condition without the consent of Seller. See Section 15 — “Certain Conditions of the Offer.”

ii

How do I tender my Shares?

To tender your Shares, you must deliver the certificates representing your Shares or confirmation of a book-entry transfer of such Shares into the Depositary’s account at Computershare Trust Company, N.A. (the “Depositary”), together with a completed Letter of Transmittal and any other documents required by the Letter of Transmittal, to the Depositary, prior to the expiration of the Offer. If your Shares are held in street name (that is, through a broker, dealer or other nominee), they can be tendered by your nominee through Computershare Trust Company, N.A. If you are unable to deliver any required document or instrument to the Depositary by the expiration of the Offer, you may still participate in the Offer by having a broker, a bank or other fiduciary that is an eligible institution guarantee on or prior to the expiration of the Offer that the missing items will be received by the Depositary within three New York Stock Exchange trading days after the expiration of the Offer. For the tender to be valid, however, the Depositary must receive the missing items within that three trading day period. See Section 3 — “Procedures for Accepting the Offer and Tendering Shares.”

Until what time may I withdraw previously tendered Shares?

You may withdraw your previously tendered Shares at any time until the Offer has expired and, if we have not accepted your Shares for payment by February 9, 2009, you may withdraw them at any time after that date until we accept Shares for payment. This right to withdraw will not apply to Shares tendered in any subsequent offering period, if one is provided. See Section 4 — “Withdrawal Rights.”

How do I withdraw previously tendered Shares?

To withdraw previously tendered Shares, you must deliver a written notice of withdrawal, or a facsimile of such notice, with the required information to the Depositary while you still have the right to withdraw Shares. If you tendered Shares by giving instructions to a broker, banker or other nominee, you must instruct the broker, banker or other nominee to arrange for the withdrawal of your Shares and such broker, banker or other nominee must effectively withdraw such Shares while you still have the right to withdraw Shares. See Section 4 — “Withdrawal Rights.”

What does the Seller Board think of the Offer?

The Seller Board (i) approved and declared advisable the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement, (ii) declared that it is in the best interests of the shareholders of Seller that Seller enter into the Merger Agreement and consummate the transactions contemplated by the Merger Agreement on the terms and subject to the conditions set forth therein, (iii) declared that the terms of the Offer and the Merger are fair to Seller and the shareholders of Seller and (iv) recommended that the shareholders of Seller accept the Offer, tender their Shares pursuant to the Offer and, if required by applicable law, approve and adopt the Merger Agreement.

A description of the reasons for the Seller Board’s approval of the Offer and the Merger is set forth in Seller’s Solicitation/Recommendation Statement on Schedule 14D-9 that is being mailed to Seller’s shareholders together with this Offer to Purchase (the “Schedule 14D-9”). See the “Introduction” to this Offer to Purchase.

If the tender offer is completed, will Seller continue as a public company?

No. Following the purchase of Shares in the Offer, we expect to consummate the Merger. If the Merger takes place, Seller will no longer be publicly owned. Even if for some reason the Merger does not take place, if we purchase all of the tendered Shares, there may be so few remaining shareholders and publicly held Shares that the Shares will no longer be eligible to be traded through the New York Stock Exchange or other securities exchanges, there may not be an active public trading market for the Shares, and Seller may no longer be required to make filings with the SEC or otherwise comply with the SEC rules relating to publicly held companies. See Section 13 — “Certain Effects of the Offer.”

Will the tender offer be followed by a Merger if all of the Shares are not tendered in the Offer?

Yes. If we accept for payment and pay for at least a majority of the Shares on a fully diluted basis, we expect to effect our Merger with and into Seller. If that Merger takes place, all remaining shareholders of Seller (other than us, Parent, Seller and any shareholders exercising their dissenters’ rights under Section 302A.473 of the Minnesota Business Corporations Act (the “MBCA”)) will receive $31.00 per Share (or any other price per Share that is paid in the Offer) net in cash, without interest and less any required withholding taxes, and Seller will become a wholly owned subsidiary of Parent. See the “Introduction” to this Offer to Purchase.

iii

If I decide not to tender, how will the Offer affect my Shares?

If you decide not to tender your Shares in the Offer and the Merger occurs, you will subsequently receive the same amount of cash per Share that you would have received had you tendered your Shares in the Offer, without any interest being paid on such amount and with such amount being subject to any required withholding taxes. Therefore, if the Merger takes place, and you do not validly exercise your dissenters’ rights under Section 302A.473 of the MBCA, the only difference to you between tendering your Shares and not tendering your Shares is that you will be paid earlier if you tender your Shares. If you do validly exercise your dissenters’ rights, then you may receive the judicially determined fair value of your Shares in cash. If you decide not to tender your Shares in the Offer and we purchase the tendered Shares, but the Merger does not occur, you will remain a shareholder of Seller. However, there may be so few remaining shareholders and publicly traded Shares that the Shares will no longer be eligible to be traded through the New York Stock Exchange or other securities exchanges and there may not be an active public trading market for the Shares. Also, as described above, Seller may no longer be required to make filings with the SEC or otherwise comply with the SEC rules relating to publicly held companies. See the “Introduction” to this Offer to Purchase and Section 13 — “Certain Effects of the Offer.”

What is the market value of my Shares as of a recent date?

On November 28, 2008, the last trading day before we announced the Offer, the last sale price of Seller common stock reported on the New York Stock Exchange was $16.15 per Share. On December 11, 2008, the last trading day before the printing of these materials, the last sale price of Seller common stock reported on the New York Stock Exchange was $30.64 per Share. We encourage you to obtain a recent quotation for the Shares in deciding whether to tender your Shares. See Section 6 — “Price Range of Shares; Dividends.”

Will Seller declare any dividends on its common stock after the date hereof?

The Merger Agreement provides that, from December 1, 2008 to the effective time of the Merger, Seller must not declare or pay any dividends on its common stock. Neither we nor Parent anticipate waiving this restriction or otherwise consenting to the payment of any dividend on Seller’s common stock. Accordingly, it is anticipated that no dividends will be declared or paid on the Shares following December 1, 2008.

What are the United States federal income tax consequences of having my Shares accepted for payment in the Offer or receiving cash in the Merger?

The exchange of Shares for cash pursuant to the Offer or the Merger will be a taxable transaction for United States federal income tax purposes. In general, a shareholder who sells Shares pursuant to the Offer or receives cash in exchange for Shares pursuant to the Merger will recognize gain or loss for United States federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received and the shareholder’s adjusted tax basis in the Shares sold pursuant to the Offer or exchanged for cash pursuant to the Merger. Gain or loss will be determined separately for each block of Shares (that is, Shares acquired at the same cost in a single transaction) tendered pursuant to the Offer or exchanged for cash pursuant to the Merger. Such gain or loss will be long-term capital gain or loss provided that a shareholder’s holding period for such Shares is more than one year at the time of consummation of the Offer or the Merger, as the case may be. See Section 5 — “Certain Material United States Federal Income Tax Consequences.”

Shareholders are urged to consult their own tax advisors to determine the particular tax consequences to them (including the application and effect of any state, local or foreign income and other tax laws) of the Offer and the Merger.

Who should I call if I have questions about the Offer?

You may call Georgeson Inc. at (800) 213-0475 (toll-free) or Georgeson Securities Corporation at (800) 445-1790 (toll-free). Georgeson Inc. is acting as the information agent (the “Information Agent”) and Georgeson Securities Corporation is acting as the dealer manager (the “Dealer Manager”) for the Offer. See the back cover of this Offer to Purchase.

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TABLE OF CONTENTS

SUMMARY TERM SHEET			i
INTRODUCTION			1
THE TENDER OFFER			2
	1.	Terms of the Offer	2
	2.	Acceptance for Payment and Payment for Shares	4
	3.	Procedures for Accepting the Offer and Tendering Shares	5
	4.	Withdrawal Rights	7
	5.	Certain Material United States Federal Income Tax Consequences	8
	6.	Price Range of Shares; Dividends	9
	7.	Certain Information Concerning Seller	10
	8.	Certain Information Concerning Parent and the Purchaser	10
	9.	Source and Amount of Funds	11
	10.	Background of the Offer; Past Contacts or Negotiations with Seller	12
	11.	The Merger Agreement	14
	12.	Purpose of the Offer; Plans for Seller	24
	13.	Certain Effects of the Offer	26
	14.	Dividends and Distributions	27
	15.	Certain Conditions of the Offer	27
	16.	Certain Legal Matters; Regulatory Approvals	28
	17.	Fees and Expenses	31
	18.	Miscellaneous	31
SCHEDULE I			I-1

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To the Holders of Shares of
Common Stock of Seller:

INTRODUCTION

Maple Merger Sub, Inc., a Minnesota corporation (the “Purchaser”) and a wholly owned subsidiary of Johnson & Johnson, a New Jersey corporation (“Parent”), hereby offers to purchase (the “Offer”) all outstanding shares of common stock, par value $0.10 per share (the “Shares”), of Mentor Corporation, a Minnesota corporation (“Seller”), at a price of $31.00 per Share net to the seller in cash, without interest and less any required withholding taxes (the “Offer Price”), upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal.

The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of December 1, 2008 (the “Merger Agreement”), by and among Parent, the Purchaser and Seller. The Offer is conditioned upon (i) the satisfaction of the Minimum Tender Condition (as defined below) and (ii) the termination or expiration of the waiting period (and any extension thereof) applicable to the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the obtainment of all applicable foreign antitrust and similar regulatory clearances from the relevant Governmental Entities (as defined below).

The term “Minimum Tender Condition” is defined in Section 15 — “Certain Conditions of the Offer” and generally requires that the number of outstanding Shares which have been validly tendered and not validly withdrawn prior to the Expiration Date (as defined below), when added to any Shares already owned by Parent and its controlled subsidiaries, represents at least a majority of the total number of outstanding Shares on a fully diluted basis on the Expiration Date. The Offer is also subject to other important conditions set forth in this Offer to Purchase. See Section 15 — “Certain Conditions of the Offer.”

For purposes of the Offer, the words “fully diluted,” when referring to Shares, mean all outstanding shares of common stock of Seller on a fully diluted basis, after giving effect to the conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof. Seller has advised Parent that, as of November 28, 2008, 33,777,968 Shares (of which 223,385 are shares of restricted stock) were issued and outstanding; no Shares were held in the treasury of Seller; 7,573,117 Shares were reserved and available for issuance under Seller’s stock plans, of which 5,084,733 Shares were subject to stock options, 302,160 Shares were subject to outstanding performance stock units and 1,249 Shares were subject to outstanding rights under the employee stock purchase plan of Seller; 5,206,625 Shares were reserved and available for issuance upon exercise of outstanding warrants and 5,206,625 Shares were reserved and available for issuance upon conversion of Seller’s outstanding 2.75% Convertible Subordinated Notes due 2024 (the “Notes”).

The Merger Agreement is more fully described in Section 11 — “The Merger Agreement.”

Tendering shareholders who are record owners of their Shares and tender directly to the Depositary (as defined below) will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by the Purchaser pursuant to the Offer. Shareholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions.

The Board of Directors of Seller (the “Seller Board”) (i) approved and declared advisable the Merger Agreement, the Offer, the merger of the Purchaser with and into Seller, with Seller as the surviving corporation (the “Merger”), and the other transactions contemplated by the Merger Agreement, (ii) declared that it is in the best interests of the shareholders of Seller that Seller enter into the Merger Agreement and consummate the transactions contemplated by the Merger Agreement on the terms and subject to the conditions set forth therein, (iii) declared that the terms of the Offer and the Merger are fair to Seller and the shareholders of Seller and (iv) recommended that the shareholders of Seller accept the Offer, tender their Shares pursuant to the Offer and, if required by applicable law, approve and adopt the Merger Agreement.

The Merger Agreement provides that, subject to the conditions described in Sections 11 and 15, the Purchaser will be merged with and into Seller with Seller continuing as the surviving corporation as a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each Share outstanding

immediately prior to the Effective Time (other than (i) Shares directly owned by Seller, Parent or the Purchaser, which will be canceled and shall cease to exist and (ii) Shares owned by Seller’s shareholders who perfect their dissenters’ rights under the Minnesota Business Corporations Act (the “MBCA”)) will be converted into the right to receive $31.00 (or any other per Share price paid in the Offer) net in cash, without interest and less any required withholding taxes.

The Merger is subject to the satisfaction or waiver of certain conditions, including, if required, the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding Shares. Seller has agreed, if required by applicable law, to establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders to be held as promptly as reasonably practicable following the Purchaser’s acceptance for payment of Shares tendered pursuant to and subject to the conditions of the Offer solely for the purpose of considering and taking action upon the adoption of the Merger Agreement. Parent has agreed to vote its and any of its controlled subsidiaries’ Shares in favor of the adoption of the Merger Agreement. If the Minimum Tender Condition and the other conditions of the Offer are satisfied and the Offer is completed, Parent and the Purchaser will own a number of Shares sufficient to cause the Merger Agreement to be adopted without the affirmative vote of any other holder of Shares. See Section 11 — “The Merger Agreement.”

This Offer to Purchase and the related Letter of Transmittal contain important information that should be read carefully before any decision is made with respect to the Offer.

THE TENDER OFFER

1.   Terms of the Offer.

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser will accept for payment and pay for all Shares validly tendered prior to the Expiration Date and not validly withdrawn as permitted under Section 4 — “Withdrawal Rights.” The term “Expiration Date” means 12:00 midnight, New York City time, on January 12, 2009 (which is the end of the day on January 12, 2009), unless the Purchaser, in accordance with the Merger Agreement, extends the period during which the Offer is open, in which event the term “Expiration Date” means the latest time and date at which the Offer, as so extended, expires.

The Offer is conditioned upon (i) the satisfaction of the Minimum Tender Condition (as defined below) and (ii) the termination or expiration of the waiting period (and any extension thereof) applicable to the Offer under the HSR Act, and the obtainment of all applicable foreign antitrust and similar regulatory clearances from the relevant Governmental Entities. The term “Minimum Tender Condition” is defined in Section 15 — “Certain Conditions of the Offer” and generally requires that the number of outstanding Shares which have been validly tendered and not validly withdrawn prior to the Expiration Date, when added to any Shares already owned by Parent and its controlled subsidiaries, represents at least a majority of the total number of outstanding Shares on a “fully diluted basis” (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof) on the Expiration Date. The Offer is also subject to other important conditions set forth in this Offer to Purchase. See Section 15 — “Certain Conditions of the Offer.”

The Merger Agreement provides that the Purchaser (i) may, in its sole discretion, without the consent of Seller, extend the Offer on one or more occasions for any period, if on any then-scheduled expiration date of the Offer any of the conditions to the Purchaser’s obligation to accept for payment and pay for the Shares validly tendered in the Offer (the “Offer Conditions”) shall not be satisfied or, in the Purchaser’s sole discretion, waived, until such time as such condition or conditions are satisfied or waived and (ii) shall extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to the Offer; provided, however, that in no event will the Purchaser be required to extend the Offer beyond June 1, 2009. The Merger Agreement further provides that (i) if, on any then-scheduled expiration date of the Offer, any of the Offer Conditions other than the Minimum Tender Condition, as set forth in Section 15 — “Certain Conditions of the Offer,” is not satisfied or, in the Purchaser’s sole discretion, waived, then the Purchaser shall, and Parent shall cause the Purchaser to, extend the Offer on one or more occasions, in consecutive increments of up to ten business days each, until such time as such Offer Conditions are satisfied or, in the Purchaser’s sole discretion, waived and (ii) if on any then-scheduled expiration date of the Offer, the Minimum Tender Condition is not satisfied but all of the other Offer Conditions are satisfied or, in the Purchaser’s sole discretion, waived, then the Purchaser shall, and Parent shall cause the Purchaser to,

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extend the Offer for a period of at least five business days following the then-scheduled expiration date of the Offer, as provided by the terms of the Merger Agreement provision that allows Parent to terminate the Merger Agreement in such circumstance following a notice to Seller and the failure of the Minimum Tender Condition to be satisfied by the expiration of such extension period, as more fully described in the termination provisions described in Section 11 — “The Merger Agreement”; provided, however, that in no event will the Purchaser be required to extend the Offer beyond June 1, 2009. The termination rights of the parties to the Merger Agreement are as set forth in the Merger Agreement and remain unaffected by the foregoing provisions in the Merger Agreement. Following the Purchaser’s acceptance for payment of Shares pursuant to and subject to the Offer Conditions upon the expiration of the Offer (the “Offer Closing”), the Purchaser may, without the consent of Seller, elect to provide for a “subsequent offering period” (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”).

Any extension of the Offer will be followed as promptly as practicable by a public announcement if required. Such announcement will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date, in accordance with the public announcement requirements of Rule 14e-1(d) under the Exchange Act. During any such extension, all Shares previously tendered and not validly withdrawn will remain subject to the Offer, subject to the rights of a tendering shareholder to withdraw such shareholder’s Shares except during a Subsequent Offering Period. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless previously accepted for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any time after February 9, 2009. If the initial offering period has expired and the Purchaser elects to provide for a Subsequent Offering Period, Shares tendered during a Subsequent Offering Period may not be withdrawn. For a withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such Shares, if different from that of the person who tendered such Shares. If Share Certificates (as defined below) evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the serial numbers shown on such Share Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (as defined in Section 3 below), unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 2 below, any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility (as defined below) to be credited with the withdrawn Shares. All questions as to validity, form, eligibility (including time of receipt) and acceptance for payment of any tendered Shares will be determined by the Purchaser, in its sole discretion, which determination shall be final and binding on all parties.

Subject to the applicable rules and regulations of the SEC and the provisions of the Merger Agreement, the Purchaser expressly reserves the right to, in its sole discretion, waive, in whole or in part, any Offer Condition or modify the terms of the Offer, except that, without the consent of Seller, the Purchaser shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) change, modify or waive the Minimum Tender Condition, (iv) add to the conditions of the Offer or modify any Offer Condition in a manner adverse to the holders of Shares, (v) except as otherwise provided in the Merger Agreement, extend the Offer, (vi) change the form of consideration payable in the Offer or (vii) otherwise amend the Offer in any manner adverse to the holders of Shares.

The rights reserved by the Purchaser by the preceding paragraph are in addition to the Purchaser’s rights pursuant to Section 15 — “Certain Conditions of the Offer.” Any extension, delay, termination, waiver or amendment will be followed as promptly as practicable by public announcement if required. Such announcement, in the case of an extension, will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date, in accordance with the public announcement requirements of Rule 14e-1(d) under the Exchange Act. Subject to applicable law (including Rules 14d-4(d) and 14d-6(c) under the Exchange Act, which require that material changes be promptly disseminated to shareholders in a manner reasonably designed to inform them of such changes), and without limiting the manner in which the Purchaser may choose to make any public announcement, the Purchaser shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a press release to a national news service.

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If the Purchaser extends the Offer, is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to the Purchaser’s rights under the Offer, the Depositary may, nevertheless, on behalf of the Purchaser, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering shareholders are entitled to withdrawal rights as described herein under Section 4 — “Withdrawal Rights.” However, the ability of the Purchaser to delay the payment for Shares that the Purchaser has accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires that a bidder pay the consideration offered or return the securities deposited by or on behalf of shareholders promptly after the termination or withdrawal of such bidder’s offer.

If, subject to the terms of the Merger Agreement, the Purchaser makes a material change in the terms of the Offer or the information concerning the Offer, or if it waives a material condition of the Offer, the Purchaser will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which an offer must remain open following material changes in the terms of such offer or the information concerning such offer, other than a change in the consideration offered, a change in the percentage of securities sought or inclusion of or changes to a dealer’s soliciting fee, will depend upon the facts and circumstances, including the relative materiality of the changes to the terms or information. With respect to a change in the consideration offered, a change in the percentage of securities sought or inclusion of or changes to a dealer’s soliciting fee, an offer generally must remain open for a minimum of ten business days following the dissemination of such information to shareholders.

Seller has provided the Purchaser with Seller’s shareholder list and security position listings for the purpose of disseminating the Offer to holders of Shares. This Offer to Purchase and the related Letter of Transmittal, together with the Schedule 14D-9, will be mailed to record holders of Shares whose names appear on Seller’s shareholder list and will be furnished, for subsequent transmittal to beneficial owners of Shares, to banks, brokers, dealers and other nominees whose names, or the names of whose nominees, appear on the shareholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing.

2.   Acceptance for Payment and Payment for Shares.

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment) and the satisfaction or waiver of all the conditions to the Offer set forth in Section 15 — “Certain Conditions of the Offer,” the Purchaser will accept for payment, and pay for, all Shares validly tendered prior to the Expiration Date and not validly withdrawn prior to the Expiration Date. Subject to the terms of the Merger Agreement and compliance with Rule 14e-1(c) under the Exchange Act, the Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with any applicable law, including, without limitation, the HSR Act and any applicable pre-merger notification laws or regulations of foreign jurisdictions. See Section 16 — “Certain Legal Matters; Regulatory Approvals.” If the Purchaser decides to provide for a Subsequent Offering Period, the Purchaser will accept for payment, and pay for, all validly tendered Shares as they are received during a Subsequent Offering Period. See Section 1 — “Terms of the Offer.”

In all cases (including during any Subsequent Offering Period), payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the “Share Certificates”) or confirmation of a book-entry transfer of such Shares (a “Book-Entry Confirmation”) into the Depositary’s account at Computershare Trust Company, N.A. (the “Book-Entry Transfer Facility”) pursuant to the procedures set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message (as defined below) in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. Accordingly, tendering shareholders may be paid at different times depending upon when the foregoing documents with respect to Shares are actually received by the Depositary.

The term “Agent’s Message” means a message, transmitted by the Book-Entry Transfer Facility to and received by the Depositary and forming a part of a Book-Entry Confirmation, that states that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the Shares that are the subject of such Book-Entry Confirmation, that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Purchaser may enforce such agreement against such participant.

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For purposes of the Offer (including during any Subsequent Offering Period), the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not validly withdrawn as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser’s acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the Offer Price for such Shares with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payments from the Purchaser and transmitting such payments to tendering shareholders whose Shares have been accepted for payment. If the Purchaser extends the Offer, is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to the Purchaser’s rights under the Offer, the Depositary may, nevertheless, on behalf of the Purchaser, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering shareholders are entitled to withdrawal rights as described herein under Section 4 — “Withdrawal Rights” and as otherwise required by Rule 14e-1(c) under the Exchange Act.

If any tendered Shares are not accepted for payment for any reason pursuant to the terms and conditions of the Offer, or if Share Certificates are submitted evidencing more Shares than are tendered, Share Certificates evidencing unpurchased Shares will be returned, without expense to the tendering shareholder (or, in the case of Shares tendered by book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility pursuant to the procedure set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” such Shares will be credited to an account maintained at the Book-Entry Transfer Facility), as promptly as practicable following the expiration or termination of the Offer.

3.   Procedures for Accepting the Offer and Tendering Shares.

Valid Tenders.  In order for a shareholder validly to tender Shares pursuant to the Offer, either (i) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal) and any other documents required by the Letter of Transmittal must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and either (A) the Share Certificates evidencing tendered Shares must be received by the Depositary at such address or (B) such Shares must be tendered pursuant to the procedure for book-entry transfer described below and a Book-Entry Confirmation must be received by the Depositary, in each case prior to the Expiration Date (except with respect to any Subsequent Offering Period, if one is provided), or (ii) the tendering shareholder must comply with the guaranteed delivery procedures described below under “Guaranteed Delivery.”

Book-Entry Transfer.  The Depositary will establish an account with respect to the Shares at the Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make a book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary’s account at the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at the Book-Entry Transfer Facility, either the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date (except with respect to any Subsequent Offering Period, if one is provided), or the tendering shareholder must comply with the guaranteed delivery procedure described below. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary.

For Shares to be validly tendered during any Subsequent Offering Period, the tendering shareholder must comply with the foregoing procedures, except that required documents and certificates must be received during such Subsequent Offering Period.

Signature Guarantees.  No signature guarantee is required on the Letter of Transmittal (i) if the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in the Book-Entry Transfer Facility’s systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such holder has completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on the Letter of Transmittal or (ii) if the Shares are tendered for the account

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of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Exchange Act (each an “Eligible Institution” and collectively “Eligible Institutions”). In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered in the name of a person or persons other than the signer of the Letter of Transmittal, or if payment is to be made or delivered to, or a Share Certificate not accepted for payment or not tendered is to be issued in, the name(s) of a person other than the registered holder(s), then the Share Certificate must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal.

Guaranteed Delivery.  If a shareholder desires to tender Shares pursuant to the Offer and the Share Certificates evidencing such shareholder’s Shares are not immediately available or such shareholder cannot deliver the Share Certificates and all other required documents to the Depositary prior to the Expiration Date, or such shareholder cannot complete the procedure for delivery by book-entry transfer on a timely basis, such Shares may nevertheless be tendered, provided that all of the following conditions are satisfied:

•  such tender is made by or through an Eligible Institution;

•  a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by the Purchaser, is received prior to the Expiration Date by the Depositary as provided below; and

•  the Share Certificates (or a Book-Entry Confirmation) evidencing all tendered Shares, in proper form for transfer, in each case together with the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message), and any other documents required by the Letter of Transmittal are received by the Depositary within three New York Stock Exchange trading days after the date of execution of such Notice of Guaranteed Delivery.

The Notice of Guaranteed Delivery may be transmitted by manually signed facsimile transmission or mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the form of Notice of Guaranteed Delivery made available by the Purchaser.

Notwithstanding any other provision of this Offer, payment for Shares accepted pursuant to the Offer will in all cases only be made after timely receipt by the Depositary of (i) Share Certificates or a Book-Entry Confirmation of a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility pursuant to the procedures set forth in this Section 3, (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. Accordingly, tendering shareholders may be paid at different times depending upon when the foregoing documents with respect to Shares are actually received by the Depositary.

The method of delivery of Share Certificates, the Letter of Transmittal and all other required documents, including delivery through the Book-Entry Transfer Facility, is at the option and risk of the tendering shareholder, and the delivery will be deemed made only when actually received by the Depositary (including, in the case of a book-entry transfer, receipt of a Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

The tender of Shares pursuant to any one of the procedures described above will constitute the tendering shareholder’s acceptance of the Offer, as well as the tendering shareholder’s representation and warranty that such shareholder has the full power and authority to tender and assign the Shares tendered, as specified in the Letter of Transmittal. The Purchaser’s acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering shareholder and the Purchaser upon the terms and subject to the conditions of the Offer.

Determination of Validity.  All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Purchaser, in its sole discretion, which

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determination shall be final and binding on all parties. The Purchaser reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of which may, in the opinion of the Purchaser, be unlawful. The Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any Shares of any particular shareholder, whether or not similar defects or irregularities are waived in the case of other shareholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived to the satisfaction of the Purchaser. None of the Purchaser, the Depositary, the Dealer Manager, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding.

Appointment.  By executing the Letter of Transmittal, the tendering shareholder will irrevocably appoint designees of the Purchaser as such shareholder’s proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such shareholder’s rights with respect to the Shares tendered by such shareholder and accepted for payment by the Purchaser and with respect to any and all other Shares or other securities or rights issued or issuable in respect of such Shares. All such powers of attorney and proxies will be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts for payment Shares tendered by such shareholder as provided herein. Upon such appointment, all prior powers of attorney, proxies and consents given by such shareholder with respect to such Shares or other securities or rights will, without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given by such shareholder (and, if given, will not be deemed effective). The designees of the Purchaser will thereby be empowered to exercise all voting and other rights with respect to such Shares and other securities or rights, including, without limitation, in respect of any annual, special or adjourned meeting of Seller’s shareholders, actions by written consent in lieu of any such meeting or otherwise, as they in their sole discretion deem proper. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser’s acceptance for payment of such Shares, the Purchaser must be able to exercise full voting, consent and other rights with respect to such Shares and other related securities or rights, including voting at any meeting of shareholders.

4.   Withdrawal Rights.

Except as otherwise described in this Section 4, tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any time after February 9, 2009.

For a withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover page of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such Shares, if different from that of the person who tendered such Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the serial numbers shown on such Share Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares.

If the Purchaser extends the Offer, is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to the Purchaser’s rights under the Offer, the Depositary may, nevertheless, on behalf of the Purchaser, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering shareholders are entitled to withdrawal rights as described herein.

Withdrawals of Shares may not be rescinded. Any Shares validly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered by again following one of the procedures described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares” at any time prior to the Expiration Date or during a Subsequent Offering Period, if any.

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No withdrawal rights will apply to Shares tendered into a Subsequent Offering Period and no withdrawal rights apply during a Subsequent Offering Period with respect to Shares tendered in the Offer and accepted for payment. See Section 1 — “Terms of the Offer.”

All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Purchaser, in its sole discretion, whose determination will be final and binding. None of the Purchaser, the Depositary, the Dealer Manager, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

5.   Certain Material United States Federal Income Tax Consequences.

The following is a summary of certain material United States federal income tax consequences of the Offer and the Merger to shareholders of Seller whose Shares are tendered and accepted for payment pursuant to the Offer or whose Shares are converted into the right to receive cash in the Merger. This discussion is not a complete analysis of all potential United States federal income tax consequences, nor does it address any tax consequences arising under any state, local or foreign tax laws or United States federal estate or gift tax laws. The discussion is based on current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), existing, proposed and temporary regulations thereunder and administrative and judicial interpretations thereof, all of which are subject to change, possibly with a retroactive effect. No ruling has been or will be sought from the Internal Revenue Service (the “IRS”) with respect to the matters discussed below, and there can be no assurance that the IRS will not take a contrary position regarding the tax consequences of the Offer and the Merger or that any such contrary position would not be sustained by a court.

The discussion applies only to shareholders of Seller in whose hands Shares are capital assets within the meaning of Section 1221 of the Code. This discussion does not apply to Shares received pursuant to the exercise of employee stock options or otherwise as compensation, or to certain types of shareholders (such as insurance companies, tax-exempt organizations, tax-qualified retirement plans, financial institutions and broker-dealers) who may be subject to special rules. This discussion does not discuss the United States federal income tax consequences to any shareholder of Seller who, for United States federal income tax purposes, is a nonresident alien individual, expatriates and certain former citizens and long-term residents of the United States, a foreign corporation, a foreign partnership or a foreign estate or trust, nor does it consider the effect of any foreign, state or local tax laws. If a partnership holds the Shares, the tax treatment of a partner generally will depend on the status of the partner and on the activities of the partnership. Partners of partnerships holding Shares should consult their tax advisors regarding the tax consequences of the Offer and the Merger.

BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH SHAREHOLDER SHOULD CONSULT ITS, HIS OR HER OWN TAX ADVISOR TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED BELOW AND THE PARTICULAR TAX EFFECTS OF THE OFFER AND THE MERGER ON A BENEFICIAL HOLDER OF SHARES, INCLUDING THE APPLICATION AND EFFECT OF THE ALTERNATIVE MINIMUM TAX AND ANY STATE, LOCAL AND FOREIGN TAX LAWS AND OF CHANGES IN SUCH LAWS.

Effect of the Offer and the Merger.  The exchange of Shares for cash pursuant to the Offer or the Merger will be a taxable transaction for United States federal income tax purposes. In general, a shareholder who sells Shares pursuant to the Offer or receives cash in exchange for Shares pursuant to the Merger will recognize gain or loss for United States federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received and the shareholder’s adjusted tax basis in the Shares sold pursuant to the Offer or exchanged for cash pursuant to the Merger. Gain or loss will be determined separately for each block of Shares (that is, Shares acquired at the same cost in a single transaction) tendered pursuant to the Offer or exchanged for cash pursuant to the Merger. Such gain or loss will be long-term capital gain or loss provided that a shareholder’s holding period for such Shares is more than one year at the time of consummation of the Offer or the Merger, as the case may be. Capital gains recognized by an individual upon a disposition of a Share that has been held for more than one year generally will be subject to a maximum United States federal income tax rate of 15%. In the case of a Share that has been held for one year or less, such capital gains generally will be subject to tax at ordinary income tax rates. Certain limitations apply to the use of a shareholder’s capital losses.

Information Reporting and Backup Withholding.  Under the “backup withholding” provisions of United States federal income tax law, the Depositary may be required to withhold and pay over to the IRS a portion of the amount of any payments pursuant to the Offer. In order to prevent backup federal income tax withholding with respect to payments

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to certain shareholders of the Offer Price for Shares purchased pursuant to the Offer, each such shareholder must provide the Depositary with such shareholder’s correct taxpayer identification number (“TIN”) and certify that such shareholder is not subject to backup withholding by completing the Substitute Form W-9 in the Letter of Transmittal. Certain shareholders (including, among others, all corporations and certain foreign individuals and entities) may not be subject to backup withholding. If a shareholder does not provide its correct TIN or fails to provide the certifications described above, the IRS may impose a penalty on the shareholder and payment to the shareholder pursuant to the Offer may be subject to backup withholding. All shareholders surrendering Shares pursuant to the Offer who are U.S. persons (as defined for U.S. federal income tax purposes) should complete and sign the Substitute Form W-9 included in the Letter of Transmittal to provide the information necessary to avoid backup withholding. Foreign shareholders should complete and sign the appropriate Form W-8 (a copy of which may be obtained from the Depositary) in order to avoid backup withholding. Such shareholders should consult a tax advisor to determine which Form W-8 is appropriate. See Instruction 8 of the Letter of Transmittal. Generally, these information reporting and backup withholding rules will also apply to exchanges of Shares for cash pursuant to the Merger.

6.   Price Range of Shares; Dividends.

The Shares trade on the New York Stock Exchange (“NYSE”) under the symbol “MNT.” The following table sets forth, for the periods indicated, the high and low sale prices per Share for the periods indicated. Share prices are as reported on the NYSE based on published financial sources.

	High		Low
Fiscal Year Ended March 31, 2007
First Quarter	$	45.31	$	37.25
Second Quarter	$	50.94	$	40.22
Third Quarter	$	54.40	$	44.49
Fourth Quarter	$	53.40	$	45.59
Fiscal Year Ended March 31, 2008
First Quarter	$	49.90	$	38.08
Second Quarter	$	48.80	$	39.00
Third Quarter	$	47.99	$	35.72
Fourth Quarter	$	40.82	$	23.95
Fiscal Year Ending March 31, 2009
First Quarter	$	31.94	$	25.31
Second Quarter	$	28.89	$	22.91
Third Quarter (through December 11, 2008)	$	31.00	$	13.33

On November 28, 2008, the last full day of trading before the public announcement of the Offer, the closing price of the Shares on the NYSE was $16.15 per Share. On December 11, 2008, the last full day of trading before the commencement of the Offer, the closing price of the Shares on the NYSE was $30.64 per Share.

Seller has periodically declared and paid cash dividends on Seller’s common stock. Seller’s credit agreement dated as of May 25, 2005, with Bank of the West, Union Bank of California, N.A. and Wells Fargo, National Association, as amended (the “Credit Agreement”), limits the aggregate amount of dividends declared or paid in any fiscal year to $0.90 per Share. The Merger Agreement provides that, from the date of the Merger Agreement to the Effective Time, Seller shall not declare or pay any dividends on its common stock. Neither Parent nor the Purchaser anticipate waiving this restriction or otherwise consenting to the payment of any dividend on Seller’s common stock. Accordingly, it is anticipated

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that no dividends will be declared or paid on the Shares following December 1, 2008. The following table sets forth, for the historical periods indicated, the quarterly cash dividends declared and paid per Share.

	Quarterly Cash Dividends
	Declared and Paid
	Fiscal Year Ended March 31,
	2009		2008		2007
First Quarter	$	0.20	$	0.20	$	0.18
Second Quarter		0.20		0.20		0.18
Third Quarter		N/A		0.20		0.18
Fourth Quarter		N/A		0.20		0.20
Total	$	0.40	$	0.80	$	0.74

Shareholders are urged to obtain a current market quotation for the Shares.

7.   Certain Information Concerning Seller.

General.  Seller is a Minnesota corporation, incorporated in the State of Minnesota in 1969, with its principal executive offices located at 201 Mentor Drive, Santa Barbara, California 93111. The telephone number of Seller is (805) 879-6000. The following description of Seller and its business is qualified in its entirety by reference to Seller’s Annual Report on Form 10-K, as amended, for the fiscal year ended March 31, 2008. Seller develops, manufactures, licenses and markets a range of products serving the aesthetic medical market, including plastic and reconstructive surgery. Seller’s products include breast implants for plastic and reconstructive surgery, capital equipment and consumables used for soft tissue aspiration for body contouring (liposuction), and facial rejuvenation products including various types of products for skin restoration. Historically, Seller operated in three reportable segments: aesthetic and general surgery, surgical urology, and clinical and consumer healthcare. In June 2006, Seller sold the surgical urology and clinical and consumer healthcare businesses. Seller currently operates in one business segment — aesthetic products.

Available Information.  The Shares are registered under the Exchange Act. Accordingly, Seller is subject to the information reporting requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters. Such reports, proxy statements and other information can be inspected and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549-0213. Information regarding the public reference facilities may be obtained from the SEC by telephoning 1-800-SEC-0330. Seller’s filings are also available to the public on the SEC’s internet site (http://www.sec.gov). Copies of such materials may also be obtained by mail from the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates.

Although the Purchaser has no knowledge that any such information is untrue, the Purchaser takes no responsibility for the accuracy or completeness of information contained in this Offer to Purchase with respect to Seller or any of its subsidiaries or affiliates or for any failure by Seller to disclose any events which may have occurred or may affect the significance or accuracy of any such information.

8.   Certain Information Concerning Parent and the Purchaser.

General.  Parent is a New Jersey corporation, incorporated in the State of New Jersey in 1887, with its principal executive offices located at One Johnson & Johnson Plaza, New Brunswick, New Jersey 08933. The telephone number of Parent is (732) 524-0400. The following description of Parent and its business is qualified in its entirety by reference to Parent’s Annual Report on Form 10-K for the fiscal year ended December 30, 2007. Parent and its subsidiaries have approximately 119,200 employees worldwide engaged in the research and development, manufacture and sale of a broad range of products in the health care field. Parent is a holding company, which has more than 250 operating companies conducting business in virtually all countries of the world. Parent’s primary focus has been on products related to human health and well-being.

The Purchaser is a Minnesota corporation with its principal offices located at One Johnson & Johnson Plaza, New Brunswick, New Jersey 08933. The telephone number of the Purchaser is (732) 524-0400. The Purchaser is a wholly owned subsidiary of Parent. The Purchaser was formed solely for the purpose of engaging in the Offer, the Merger and

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the other transactions contemplated by the Merger Agreement and has not engaged, and does not expect to engage, in any other business activities.

The name, citizenship, business address, business phone number, present principal occupation or employment and past material occupation, positions, offices or employment for at least the last five years for each director of Parent and the Purchaser and the name, citizenship, business address, business phone number, present principal occupation or employment and past material occupation, positions, offices or employment for at least the past five years of each of the executive officers of Parent and the Purchaser and certain other information are set forth in Schedule I hereto.

Except as described in this Offer to Purchase and in Schedule I hereto, (i) none of Parent, the Purchaser or, to the best knowledge of Parent and the Purchaser, any of the persons listed in Schedule I to this Offer to Purchase or any associate or majority-owned subsidiary of Parent or the Purchaser or any of the persons so listed beneficially owns or has any right to acquire, directly or indirectly, any Shares and (ii) none of Parent, the Purchaser or, to the best knowledge of Parent and the Purchaser, any of the persons or entities referred to above nor any director, executive officer or subsidiary of any of the foregoing has effected any transaction in the Shares during the past 60 days.

Except as provided in the Merger Agreement or as otherwise described in this Offer to Purchase, none of Parent, the Purchaser or, to the best knowledge of Parent and the Purchaser, any of the persons listed in Schedule I to this Offer to Purchase, has any contract, arrangement, understanding or relationship with any other person with respect to any securities of Seller, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, guarantees of profits, division of profits or loss or the giving or withholding of proxies.

Except as set forth in this Offer to Purchase, none of Parent, the Purchaser or, to the best knowledge of Parent and the Purchaser, any of the persons listed on Schedule I hereto, has had any business relationship or transaction with Seller or any of its executive officers, directors or affiliates that is required to be reported under the rules and regulations of the SEC applicable to the Offer. Except as set forth in this Offer to Purchase, there have been no contacts, negotiations or transactions between Parent or any of its subsidiaries or, to the best knowledge of Parent, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand, and Seller or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, tender offer or other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets during the past two years. None of the persons listed in Schedule I has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the persons listed in Schedule I has, during the past five years, been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

Available Information.  Pursuant to Rule 14d-3 under the Exchange Act, Parent and the Purchaser filed with the SEC a Tender Offer Statement on Schedule TO (the “Schedule TO”), of which this Offer to Purchase forms a part, and exhibits to the Schedule TO. Additionally, Parent is subject to the information reporting requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters. The Schedule TO and the exhibits thereto, and such reports, proxy statements and other information, can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549-0213. Information regarding the public reference facilities may be obtained from the SEC by telephoning 1-800-SEC-0330. Parent filings are also available to the public on the SEC’s internet site (http://www.sec.gov). Copies of such materials may also be obtained by mail from the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates.

9.   Source and Amount of Funds.

The Offer is not conditioned upon Parent’s or the Purchaser’s ability to finance the purchase of Shares pursuant to the Offer. Parent and the Purchaser estimate that the total amount of funds required to purchase all of the Shares pursuant to the Offer and consummate the Merger is approximately $1,080,300,000 including related transaction fees and expenses. Parent will have sufficient funds to consummate the purchase of Shares in the Offer and the Merger and the other transactions described above, and will cause the Purchaser to have sufficient funds available to consummate such transactions. Parent expects to obtain the necessary funds from existing cash balances.

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The Purchaser does not think its financial condition is relevant to the decision of holders of Shares whether to tender Shares and accept the Offer because:

•  the Offer is being made for all outstanding Shares solely for cash;

•  the Purchaser, through its parent company, Parent, will have sufficient funds available to purchase all Shares validly tendered in the Offer and not validly withdrawn in light of Parent’s financial capacity in relation to the amount of consideration payable;

•  the Offer is not subject to any financing condition; and

•  if the Purchaser consummates the Offer, it expects to acquire any remaining Shares for the same cash price in the Merger.

10.   Background of the Offer; Past Contacts or Negotiations with Seller.

In the summer of 2006, Ethicon, Inc., a wholly owned subsidiary of Parent (“Ethicon”), initiated discussions with Seller concerning the possibility of engaging in certain marketing collaborations and other related commercial arrangements. In connection with and in furtherance of these discussions, on August 4, 2006, Ethicon and Seller executed a confidentiality agreement to enable the exchange of certain non-public information between the two entities. In the summer and early fall of 2006, senior executives of Seller and Parent discussed potential marketing collaborations and shared their respective views on the medical aesthetics industry. However, these discussions ceased in September 2006 before any agreement or arrangement was reached. The possibility of a sale of Seller to Ethicon or Parent was not discussed during the course of these conversations.

In June 2007, Ethicon approached Seller to discuss the possibility of a strategic transaction involving Seller and Ethicon and to gauge Seller’s interest in discussions concerning the possible sale of Seller to Ethicon. Ethicon informed Seller that its interest in a potential acquisition would be subject to receiving access to various non-public information and the completion of a comprehensive due diligence investigation of Seller. In connection with and to further facilitate these discussions, Seller and Ethicon executed a nondisclosure agreement (the “Confidentiality Agreement”) on June 14, 2007, to facilitate Seller providing Parent with access to non-public information concerning Seller.

From July 2007 to April 2008, Seller and Ethicon engaged in periodic communications in an effort to establish a framework for discussions concerning a potential strategic transaction, but no substantive discussions occurred and no information was exchanged. However, in May 2008, William C. Weldon, Parent’s Chairman and Chief Executive Officer, and Sherilyn McCoy, Parent’s Worldwide Chairman, Surgical Care Group, had dinner with Joseph E. Whitters, Chairman of the Seller Board, and Joshua H. Levine, Seller’s President and Chief Executive Officer and a member of the Seller Board. Messrs. Weldon, Whitters and Levine and Ms. McCoy discussed the medical aesthetics industry, including U.S. and global market trends and conditions and the industry’s competitive landscape, and discussed whether there was any possibility of a strategic opportunity involving Seller and Ethicon. On May 7, 2008, in connection with ongoing discussions between Seller and Ethicon, the Confidentiality Agreement was amended to extend its term.

During the week of August 4, 2008, Parent requested, and Seller provided, certain business and financial information concerning Seller, including a summary five-year financial forecast and a strategic plan.

On August 18, 2008, Messrs. Whitters, Levine and Weldon and Ms. McCoy met in Santa Barbara, California. At that meeting, Messrs. Whitters and Levine shared additional financial and business information with Parent, and Mr. Weldon reiterated that Parent was interested in engaging in discussions and due diligence with respect to a potential acquisition of Seller. Mr. Weldon further stated that Parent’s preliminary view with regard to value suggested that Parent could be willing to pay as much as $1.2 billion to $1.5 billion for Seller in an all-cash transaction not subject to any financing condition. However, Mr. Weldon emphasized that Parent’s interest in any potential transaction was subject to the outcome of a comprehensive due diligence investigation of Seller. Ms. McCoy indicated that Parent wished to begin this due diligence investigation during the first week of September 2008.

On August 27, 2008, Mr. Levine telephoned Ms. McCoy and stated that Parent would be permitted to begin its due diligence investigation of Seller. Mr. Levine also emphasized to Ms. McCoy that, at that time, no decision had been made to sell Seller.

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On August 28, 2008, representatives of Parent sent an initial due diligence request to Mr. Levine. In connection with the ongoing due diligence review, Ethicon and Seller further amended the Confidentiality Agreement on September 4, 2008 to again extend its term. On September 9, 2008, representatives and advisors of Parent were given access to a virtual data room that contained information and documentation of Seller. Through November 4, 2008, representatives and advisors of Parent reviewed the information and documentation contained in the data room, and conducted numerous in person and telephonic meetings with Seller’s management in connection with the due diligence review of Seller. During that time, Parent representatives also visited several of Seller’s facilities.

On September 18, 2008, Ms. McCoy, Alex Gorsky, Company Group Chairman and Worldwide Financial Chairman of Ethicon, Gary J. Pruden, Worldwide President of Ethicon and other representatives of Parent met in Los Angeles, California with Seller’s senior management and financial advisor. Seller’s management shared additional business and financial information, including portions of Seller’s updated strategic plan, with the representatives of Parent. Seller also provided Parent with a preliminary summary of its expected financial results for the fiscal year ending March 31, 2009, which reflected a downward adjustment to Seller’s previous sales projections. Following the September 18, 2008 meeting, representatives of Parent had frequent discussions with Seller’s financial advisor about Parent’s interest in acquiring Seller.

On October 3, 2008, Ms. McCoy indicated to Mr. Levine that, based upon the due diligence review Parent had conducted to date, Parent valued Seller in a range of between $1.3 billion and $1.5 billion. On October 6, 2008, representatives of Seller’s financial advisor called representatives of Parent to convey a message on behalf of the Seller Board that Parent would need to narrow such value range before the Seller Board would further consider Parent’s indication of interest. On such date, representatives of Parent indicated to representatives of Seller’s financial advisor that Parent had refined its valuation of Seller to a range of between $1.37 billion and $1.5 billion. On October 13, 2008, Seller provided Parent with an updated summary of its projected financial results for the fiscal year ending March 31, 2009, which reflected a further downward adjustment to Seller’s sales projections, and a preliminary summary of Seller’s expected financial results for the quarter ended September 26, 2008. On October 16, 2008, Ms. McCoy advised Mr. Levine that Parent had revised and lowered its valuation of Seller to $1.2 billion. Ms. McCoy explained to Mr. Levine that the revised valuation was a result of Parent’s ongoing diligence as well as its concerns regarding Seller’s deteriorating financial results and the then-current state of the global economic environment.

Early in the afternoon of October 21, 2008, Mr. Whitters telephoned Mr. Weldon and encouraged Parent to increase its valuation of Seller. Mr. Weldon responded that he would need to discuss this matter internally, and that he would respond to Mr. Whitters after doing so.

On the afternoon of October 24, 2008, Mr. Weldon telephoned Mr. Whitters and conveyed that, due to financial market and other considerations, Parent was not willing to increase its indicated valuation of $1.2 billion for Seller.

In the evening of October 24, 2008, Parent delivered a draft of the Merger Agreement to Seller. On October 27, 2008, Morrison & Foerster LLP (“Morrison”), the Company’s outside legal counsel, delivered comments on the draft Merger Agreement to Cravath, Swaine & Moore LLP (“Cravath”), outside legal counsel to Parent. On October 29, 2008, Cravath delivered a revised version of the draft Merger Agreement to Morrison. During the evening of October 30, 2008, representatives of Morrison and Cravath discussed key issues relating to the draft Merger Agreement. On November 1, 2008, Morrison delivered an updated draft of the Merger Agreement to Cravath, and on November 2, 2008, representatives of Morrison and Cravath further discussed the outstanding issues with respect to the terms of the proposed transaction.

On November 3, 2008, Mr. Gorsky informed Mr. Levine that, in light of information recently received as part of the due diligence investigation, Parent was not prepared to proceed with a transaction with Seller at that time. On November 4, 2008, Mr. Levine contacted Mr. Gorsky and conveyed a decision by the Seller Board to cease negotiations and due diligence activities with Parent at that time to enable Seller’s management to focus on Seller’s continuing operations in light of Parent’s reluctance to proceed with a transaction at that time.

On November 13, 2008, Seller shared with Parent certain additional information that Seller believed would assist Parent in completing its due diligence review of Seller, and on November 15, 2008, Mr. Levine and Mr. Gorsky discussed this additional information. Mr. Levine and Mr. Gorsky also discussed several items that Parent viewed as adversely impacting its valuation of Seller, including continued deterioration in demand for Seller’s products and the impact on Seller’s sales projections and other matters.

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On November 17, 2008, Mr. Gorsky called Mr. Levine to convey a non-binding proposal to purchase Seller at a revised $1.1 billion valuation. Such proposal was not subject to a financing condition, but was contingent on satisfactory completion of Parent’s due diligence investigation. Mr. Gorsky explained to Mr. Levine that the revised valuation contained in this proposal was due to Parent’s concern regarding the continued deterioration in demand for Seller’s products and the receipt of new information regarding the competitive environment facing Seller.

On November 18, 2008, Parent and its advisors were again given access to the virtual data room, and Parent continued to work to complete its diligence investigation of Seller. In addition, representatives of Seller’s financial advisor contacted Parent to arrange a conference call to discuss the Seller Board’s views regarding valuation and certain open items in the draft Merger Agreement.

On November 20, 2008, Parent and its legal advisor participated in a conference call with Seller’s management and legal and financial advisors. Seller proposed a potential transaction at a $1.150 billion valuation and presented its position on the transaction break-up fee, definition of material adverse effect and certain closing conditions contained in the draft Merger Agreement. Following the conference call, Cravath received additional comments on the draft merger agreement from representatives of Morrison. Later in the day on November 20, 2008, Mr. Gorsky called Mr. Levine and proposed increasing Parent’s bid to a $1.117 billion valuation. Mr. Gorsky also stated that Parent was willing to agree to a break-up fee of slightly less than 3.0% of the value of the transaction and to modify the definition of material adverse effect and certain closing conditions in the Merger Agreement in a manner that would be acceptable to the Seller Board.

On November 21, 2008, Mr. Levine telephoned Mr. Gorsky and conveyed the Seller Board’s desire to proceed with a transaction at $31.00 per Share. Shortly thereafter Mr. Gorsky called Mr. Levine and presented Parent’s revised offer to purchase Seller at $31.00 per Share, subject to satisfactory completion of the Merger Agreement and Parent’s due diligence investigation.

From November 21, 2008 to December 1, 2008, representatives of Seller and Parent had frequent discussions regarding finalizing the Merger Agreement and the related documents, and Parent continued to finalize its due diligence review. Further, during this period, Parent had frequent discussions with Mr. Levine and other members of Seller’s management regarding certain amendments Parent required relating to their employment arrangements, which were pre-conditions to Parent’s signing of the Merger Agreement.

Early in the morning of December 1, 2008, Seller, Parent and Offeror executed and delivered the Merger Agreement and related documents. Later that morning Seller and Parent issued a joint press release announcing the execution of the Merger Agreement.

11.   The Merger Agreement.

The following is a summary of the material provisions of the Merger Agreement. The following description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement itself, which we have filed as an exhibit to the Tender Offer Statement on Schedule TO that we have filed with the SEC, which you may examine and copy as set forth in Section 8 above. For a complete understanding of the Merger Agreement, you are encouraged to read the full text of the Merger Agreement.

The Offer.  The Merger Agreement provides for the commencement of the Offer as promptly as practicable (but in no event later than ten business days) after the date of the Merger Agreement. The obligations of the Purchaser to, and of Parent to cause the Purchaser to, accept for payment, and pay for, Shares tendered pursuant to the Offer are subject only to the conditions that are described in Section 15 — “Certain Conditions of the Offer.” The Purchaser expressly reserves the right to, in its sole discretion, waive, in whole or in part, any Offer Condition or modify the terms of the Offer, except that, without the prior written consent of Seller, the Purchaser shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) change, modify or waive the Minimum Tender Condition, (iv) add to the conditions of the Offer or modify any Offer Condition in a manner adverse to the holders of Shares, (v) except as otherwise provided in the Merger Agreement, extend the Offer, (vi) change the form of consideration payable in the Offer or (vii) otherwise amend the Offer in any manner adverse to the holders of Shares.

The Merger Agreement provides that the Purchaser (i) may, in its sole discretion, without consent of Seller, extend the Offer on one or more occasions for any period, if on any then-scheduled expiration date of the Offer any of the Offer Conditions shall not be satisfied or, in the Purchaser’s sole discretion, waived, until such time as such condition or

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conditions are satisfied or waived and (ii) shall extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer; provided, however, that in no event will the Purchaser be required to extend the Offer beyond June 1, 2009. The Merger Agreement further provides that (i) if, on any then-scheduled expiration date of the Offer, any of the Offer Conditions other than the Minimum Tender Condition as set forth in Section 15 — “Certain Conditions of the Offer” is not satisfied or, in the Purchaser’s sole discretion, waived, then the Purchaser shall, and Parent shall cause the Purchaser to, extend the Offer on one or more occasions, in consecutive increments of up to ten business days each, until such time as such Offer Conditions are satisfied or, in the Purchaser’s sole discretion, waived and (ii) if on any then-scheduled expiration date of the Offer, the Minimum Tender Condition is not satisfied but all of the other Offer Conditions are satisfied or, in the Purchaser’s sole discretion, waived, then the Purchaser shall, and Parent shall cause the Purchaser to, extend the Offer for a period of at least five business days following the then-scheduled expiration date of the Offer, as provided by the terms of the Merger Agreement provision that allows Parent to terminate the Merger Agreement in such circumstance following a notice to Seller and the failure of the Minimum Tender Condition to be satisfied by the expiration of such extension period, as more fully described in the termination provisions described in Section 11 — “The Merger Agreement”; provided, however, that in no event shall the Purchaser be required to extend the Offer beyond June 1, 2009. The termination rights of the parties to the Merger Agreement are as set forth in the Merger Agreement and remain unaffected by the foregoing provisions in the Merger Agreement. Following the Offer Closing, the Purchaser may, without the consent of Seller, elect to provide for a Subsequent Offering Period in accordance with Rule 14d-11 under the Exchange Act.

Top-Up Option.  Seller granted the Purchaser an irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in the Merger Agreement, to purchase, at a price per Share equal to the Offer Price, newly issued Shares in an amount up to that number of newly issued Shares equal to the lowest number of Shares that, when added to the number of Shares owned by Parent and its controlled subsidiaries at the time of exercise of the Top-Up Option, shall constitute one Share more than 90% of the Shares outstanding immediately after the issuance of such Shares on a “fully diluted basis” (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof), provided that the Top-Up Option shall not be exercisable for a number of Shares in excess of (i) the number of Shares authorized and unissued or held in the treasury of Seller (giving effect to the Shares issuable pursuant to all then-outstanding stock options, restricted stock units and any other rights to acquire Shares as if such Shares were outstanding) or (ii) 19.90% of the number of outstanding Shares or voting power of Seller, in each case as of immediately prior to and after giving effect to the issuance of the Shares purchased with the Top-Up Option. The Top-Up Option is exercisable only once following the Offer Closing and prior to the earlier to occur of (a) the Effective Time and (b) the termination of the Merger Agreement in accordance with its terms. The obligation of Seller to issue and deliver the newly issued Shares pursuant to the Top-Up Option upon the exercise of the Top-Up Option is subject only to the condition that no Restraint (as defined below) preventing the exercise of the Top-Up Option or the issuance and delivery of the Top-Up Shares in respect of such exercise shall be in effect. The purchase price owed by the Purchaser to Seller for the newly issued Shares shall be paid to Seller (i) in cash, by wire transfer or cashier’s check or (ii) by issuance by the Purchaser to Seller of a promissory note on terms reasonably satisfactory to Seller.

The Merger.  The Merger Agreement provides that, at the Effective Time, the Purchaser will be merged with and into Seller with Seller being the surviving corporation in the Merger (the “Surviving Corporation”). Following the Effective Time, the separate corporate existence of the Purchaser will cease, and Seller will continue as the Surviving Corporation, wholly owned by Parent. The directors of the Purchaser immediately prior to the Effective Time will be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of Seller immediately prior to the Effective Time will be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Pursuant to the Merger Agreement, each Share outstanding immediately prior to the Effective Time (other than (i) Shares directly owned by Seller, Parent or the Purchaser, which will be canceled and will cease to exist and (ii) Shares owned by Seller’s shareholders who perfect their dissenters’ rights under the MBCA) will be converted into the right to receive net in cash, without interest and less any required withholding taxes, an amount equal to the Offer Price paid in the Offer (the “Merger Consideration”).

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Equity Awards.  The Merger Agreement provides that stock options, restricted shares and performance stock units with respect to Shares of Seller will be treated as follows:

•  each stock option will become fully exercisable and may be exercised before the Effective Time as set forth in Seller’s stock plans. At the Effective Time, each stock option outstanding immediately prior to the Effective Time will be canceled and the holder will become entitled to receive a single lump sum cash payment equal to the product of (i) the number of Shares for which such stock option shall not theretofore have been exercised and (ii) the excess, if any, of the Merger Consideration over the exercise price per Share of such stock option;

•  each share of restricted stock outstanding immediately prior to the Effective Time will vest in full and be converted into the right to receive the Merger Consideration; and

•  the applicable performance period for each performance stock unit shall terminate immediately prior to the Effective Time and the greater of (i) 100% of the stock units subject to such performance stock unit and (ii) the applicable percentage of stock units subject to such performance stock unit determined according to the vesting schedule in the applicable award agreement based on the performance of the Shares relative to the performance of the Russell 2500 Growth Index for the shortened performance period, shall vest in full. At the Effective Time, the holder of each such stock unit that so vests shall be entitled to receive the sum of (y) the Merger Consideration and (z) a cash amount equal to the aggregate per-share amount of any ordinary cash dividends paid by Seller on the Shares during the shortened performance period. Any stock units that do not so vest will terminate as of the Effective Time.

The Merger Agreement provides that the Seller Board shall adopt such resolutions or take such other actions as may be required to provide that with respect to Seller’s employee stock purchase plan (the “ESPP”) (i) participation following the date of the Merger Agreement shall be limited to those employees who participate on the date of the Merger Agreement, (ii) except to the extent necessary to maintain the status of the ESPP as an “employee stock purchase plan” within the meaning of Section 423 of the Code and the Treasury Regulations thereunder, participants may not increase their payroll deductions or purchase elections from those in effect on the date of the Merger Agreement, (iii) no offering period shall be commenced after the date of the Merger Agreement, (iv) each participant’s outstanding right to purchase Shares under the ESPP shall terminate on the day immediately prior to the day on which the Effective Time occurs (if not earlier terminated pursuant to the terms of the ESPP); provided that all amounts allocated to each participant’s account under the ESPP as of such date shall thereupon be used to purchase from Seller whole Shares at the applicable price determined under the terms of the ESPP for the then outstanding offering periods using such date as the final purchase date for each such offering period, and (v) the ESPP shall terminate immediately following such purchases of Shares.

The Merger Agreement provides that all amounts payable with respect to the above equity awards and the ESPP will be subject to any required tax withholding and will be paid without interest.

The Merger Agreement provides that Seller shall ensure that following the Effective Time no holder of a stock option, restricted share, performance stock unit or stock-based award, in each case, of Seller (or former holder of a stock option, restricted share, performance stock unit, warrant or stock-based award of Seller) or any current or former participant in any stock plan, benefit plan or benefit agreement shall have any right thereunder to acquire any capital stock of Seller, the Surviving Corporation or their controlled subsidiaries or any other equity interest therein.

Representations and Warranties.  In the Merger Agreement, Seller has made customary representations and warranties to Parent and the Purchaser, including representations relating to: organization, standing and corporate power; subsidiaries; Seller’s capital structure; authority and noncontravention; Seller’s SEC filings; information supplied; absence of certain changes or events; litigation; contracts; compliance with laws; environmental matters; absence of changes in Seller’s benefit plans; labor relations; ERISA compliance; no excess parachute payment; taxes; title to properties; intellectual property; voting requirements; state takeover statutes; brokers and other advisors; opinion of financial advisor; research, development, distribution, marketing, supply and manufacturing agreements; regulatory compliance; insurance; relationships with customers and suppliers; and absence of any reorganization of Seller or any of its controlled subsidiaries.

In the Merger Agreement, Parent and the Purchaser have made customary representations and warranties to Seller, including representations relating to: organization, standing and corporate power; authority and noncontravention; information supplied; interim operations of Purchaser; capital resources; and Seller’s stock.

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Certain representations and warranties of Seller relate to the absence of a Material Adverse Change or are qualified by reference to a Material Adverse Effect. As used in the Merger Agreement, a “Material Adverse Effect” or “Material Adverse Change” means any change, effect, event, occurrence, state of facts or development which individually or in the aggregate would reasonably be expected to result in any change or effect, that (i) is materially adverse to the business, financial condition, results of operations or prospects of Seller and its controlled subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent or materially impede, materially interfere with, materially hinder or materially delay the consummation of the Offer or the Merger; provided that none of the following shall be deemed, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Material Adverse Effect or a Material Adverse Change: (A) any change, effect, event, occurrence, state of facts or development relating to the economy or financial or securities markets or political conditions in general in the United States or in any other jurisdiction in which Seller or any of its controlled subsidiaries has operations or conducts business, (B) any change, effect, event, occurrence, state of facts or development reasonably attributable to conditions affecting the industry in which Seller participates (other than as may arise or result from regulatory action by a Governmental Entity), so long as the effects do not materially disproportionately impact Seller in relation to other companies participating in such industry, (C) any adverse change in GAAP or applicable statutes, laws, ordinances, rules, regulations, judgments, orders and decrees of any Governmental Entity applicable to Seller, its properties or other assets or its business or operations, so long as the effects do not materially disproportionately impact Seller in relation to other companies participating in the industry in which Seller participates, (D) any change directly attributable to the negotiation, execution or announcement of the Offer and the Merger and (E) any failure, in and of itself, by Seller to meet any internal or published projections, forecasts or revenue or earnings predictions for any period ending on or after the date of the Merger Agreement (it being understood that the facts or occurrences giving rise to or contributing to such failure may be deemed to constitute, or be taken into account in determining whether there has been or will be, a Material Adverse Effect or Material Adverse Change).

Operating Covenants.  The Merger Agreement provides that, from the date of the Merger Agreement to the Effective Time, except with Parent’s prior written consent or as specifically contemplated by the Merger Agreement (including in Seller’s disclosure letter), Seller shall, and shall cause each of its controlled subsidiaries to, carry on its business in the ordinary course consistent with past practice and as currently proposed by Seller to be conducted prior to the closing of the Merger and shall use commercially reasonable efforts to carry on such business in compliance in all material respects with all applicable laws, rules, regulations and treaties and, to the extent consistent therewith, use all commercially reasonable efforts to preserve intact its current business organizations, keep available the services of its current officers, employees and consultants and preserve its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with it with the intention that its goodwill and ongoing business shall be unimpaired at the Effective Time. The Merger Agreement further provides that, between the date of the Merger Agreement and the Effective Time, Seller shall comply with its obligations under Section 8(a) of the Credit Agreement as in effect on December 1, 2008. In addition, between the date of the Merger Agreement and the Effective Time, Seller is subject to customary operating covenants and restrictions (subject to certain customary exceptions and unless otherwise consented to by Parent), including, but not limited to, restrictions relating to the declaration or payment of dividends; the splitting, combining or reclassifying of its capital stock; the redemption or repurchase of its capital stock; the issuance, delivery, sale, pledge or encumbrance of its capital stock or certain other securities; the amendment of its articles of incorporation or bylaws; the acquisition of businesses or assets; the sale or license of its properties or material assets; the entry into or amendment of its leases of real property; the incurrence of indebtedness; the making of advances and investments; the making of capital expenditures; the payment, discharge, settlement or satisfaction of its liabilities or indebtedness or the waiver of certain claims and benefits; the entry into or amendment or termination of certain contracts, including, but not limited to, research, development and clinical trial contracts; the sale, transfer or license of intellectual property; the adoption, amendment or termination of employee compensation, benefits and retirement plans; the taking of certain actions to fund or secure payment or vesting of compensation or benefits; the acceleration of vesting or payment of benefits; the revaluation of its material assets; the liquidation or reorganization of Seller; and certain restrictions related to tax issues.

Actions with Respect to Indebtedness.  The Merger Agreement provides that Seller shall use its commercially reasonable efforts to facilitate the repayment of all amounts owing under the Credit Agreement and that certain credit agreement dated as of October 4, 2005, between Seller and Cooperative RaboBank Leiden, Leiderdorp en Oestgstgeest U.A.

Actions with Respect to the Notes.  The Merger Agreement provides that Seller shall, pursuant to and in accordance with the terms of the indenture governing the Notes, take all actions necessary to redeem all outstanding Notes with a

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redemption date of January 1, 2009, at a price not to exceed the redemption price as calculated pursuant to such indenture plus all accrued and unpaid interest thereon, and take all other actions as may be necessary to satisfy and discharge such indenture.

Rule 14d-10 Matters.  The Merger Agreement also provides for certain representations and covenants on the part of Seller relating to Rule 14d-10 of the Exchange Act and approvals that are to be made by Seller’s compensation committee with respect to employment compensation, severance and other employee benefit plans entered into prior to the Offer Closing.

Shareholders Meeting.  The Merger Agreement provides that Seller will, if the adoption of the Merger Agreement by Seller’s shareholders is required by applicable law in order to consummate the Merger, hold a meeting of its shareholders for the purpose of adopting the Merger Agreement.

No Solicitation Provisions.  The Merger Agreement contains provisions prohibiting (subject to certain exceptions as described below and in the Merger Agreement) each of Seller and its controlled subsidiaries, as well as their respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, other advisors, agents or representatives (collectively, “Representatives”), from directly or indirectly:

•  soliciting, initiating or knowingly encouraging, or taking any other action designed to, or which would reasonably be expected to, facilitate, any Takeover Proposal; or

•  entering into, continuing or otherwise participating in any discussions or negotiations regarding, or furnishing to any person any information with respect to, or otherwise cooperating in any way with, any Takeover Proposal.

The Merger Agreement also provides that Seller shall, and shall cause its controlled subsidiaries and direct its and its controlled subsidiaries’ Representatives to, (A) immediately cease and cause to be terminated all existing discussions or negotiations with any person conducted prior to the date of the Merger Agreement with respect to any Takeover Proposal and (B) promptly after the date of the Merger Agreement, request the prompt return or destruction of all confidential information previously furnished to such person(s) within the last 12 months for the purpose of evaluating a possible Takeover Proposal.

However, at any time prior to the Offer Closing, in response to a bona fide written Takeover Proposal that the Seller Board determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) constitutes or would reasonably be expected to lead to a Superior Proposal by such party, and which Takeover Proposal was made after the date of the Merger Agreement and did not result from a breach of the no solicitation provisions of the Merger Agreement, Seller may, subject to compliance with the provisions of the Merger Agreement that require Seller to keep Parent informed as to any Takeover Proposal, (x) furnish information with respect to Seller and its controlled subsidiaries to the person making such Takeover Proposal (and its Representatives) pursuant to a customary confidentiality agreement (which need not restrict such person from making an unsolicited Takeover Proposal) not less restrictive of such person than the confidentiality agreement between Ethicon, Inc. and Seller; provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such person, and (y) participate in discussions or negotiations with the person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal.

The Merger Agreement also requires that Seller will promptly advise Parent orally and in writing of any Takeover Proposal, the material terms and conditions of any such Takeover Proposal or inquiry (including any financial terms and any other material term thereof) and the identity of the person making any such Takeover Proposal or inquiry. Seller shall (i) keep Parent informed of the status and material terms and conditions (including any change to the financial terms or any other material term thereof) of any such Takeover Proposal and any discussions and negotiations concerning the material terms and conditions thereof and (ii) provide to Parent as soon as practicable after receipt or delivery thereof with copies of all drafts and final versions (and any amendments thereto) of agreements (including schedules and exhibits thereto) relating to any such Takeover Proposal exchanged between Seller or any of its controlled subsidiaries (or their respective Representatives), on the one hand, and the person making such Takeover Proposal or any of its Representatives, on the other hand.

The Merger Agreement also provides that neither the Seller Board nor any committee thereof will (i) (A) withdraw (or modify in a manner adverse to Parent or the Purchaser), or publicly propose to withdraw (or modify in a manner

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adverse to Parent or the Purchaser), the approval, recommendation or declaration of advisability by the Seller Board or any such committee thereof of the Merger Agreement, the Offer, the Merger or the other transactions contemplated by the Merger Agreement or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Takeover Proposal, or resolve or agree to take any such action (any action described in this clause (i) being referred to as a “Seller Adverse Recommendation Change”) or (ii) adopt, approve or recommend, or propose to adopt, approve or recommend, or allow Seller or any of its affiliates to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, or that is intended to or would reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement entered into in accordance with the no solicitation provisions of the Merger Agreement) (an “Acquisition Agreement”) or resolve or agree to take any such action. Notwithstanding the foregoing, at any time prior to the Offer Closing, the Seller Board may (i) make a Seller Adverse Recommendation Change if the Seller Board determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) that failure to take such action would be inconsistent with its fiduciary duties to the shareholders of Seller under applicable law and (ii) following the earlier of (x) five business days after any then-scheduled expiration date of the Offer on which all of the Offer Conditions set forth in clauses (b) through (f) of Section 15 — “Certain Conditions of the Offer” are satisfied or, at the Purchaser’s sole discretion, waived and (y) the date that is 35 business days after the date on which the Offer was commenced (such earlier date being referred to as the “Superior Proposal Triggering Date”), in the case of each of clauses (x) and (y) if the Minimum Tender Condition has not been satisfied by the Superior Proposal Triggering Date, cause Seller to terminate the Merger Agreement in response to a Superior Proposal that was made after the date of the Merger Agreement that did not result from a breach of the no solicitation provisions of the Merger Agreement and concurrently with or after such termination, cause Seller to enter into an Acquisition Agreement in respect of such Superior Proposal; provided, however, that (1) no Seller Adverse Recommendation Change may be made and (2) no termination of the Merger Agreement by Seller pursuant to clause (ii) of this sentence may be made, in each case until after the fifth business day following Parent’s receipt of written notice from Seller advising Parent that the Seller Board intends to make a Seller Adverse Recommendation Change (a “Notice of Adverse Recommendation”) or to terminate the Merger Agreement pursuant to clause (ii) of this sentence (a “Notice of Termination”), as applicable, which notice shall specify the reasons for such proposed action, including, if the basis of the proposed action by the Seller Board is a Superior Proposal, the terms and conditions of such Superior Proposal (it being understood and agreed that any amendment to the financial terms or any other material term of such Superior Proposal shall require a new Notice of Adverse Recommendation or new Notice of Termination, as applicable, and a new five business day period). In determining whether to make a Seller Adverse Recommendation Change or to terminate the Merger Agreement pursuant to clause (ii) of the immediately foregoing sentence, (i) the Seller Board shall take into account any proposals for changes to the terms of the Merger Agreement proposed by Parent in response to a Notice of Adverse Recommendation, Notice of Superior Proposal or otherwise (including whether or not such proposals are binding on Parent) and (ii) Seller and its Representatives shall negotiate in good faith with Parent and its Representatives regarding any revisions to the terms of the transaction contemplated by the Merger Agreement proposed by Parent.

The Merger Agreement does not prohibit Seller from taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or making a statement required by Rule 14d-9 promulgated under the Exchange Act or making any disclosure to the shareholders of Seller if, in the good faith judgment of the Seller Board (after consultation with outside counsel) failure to so disclose would be inconsistent with its obligations under applicable law (so long as such action shall not be prohibited by the immediately preceding paragraph).

As used in the Merger Agreement, a “Takeover Proposal” is any proposal or offer from any person relating to, or that would reasonably be expected to lead to, (i) any direct or indirect acquisition or purchase, in one transaction or a series of transactions, of assets (including for the purpose of this definition the outstanding equity securities of the controlled subsidiaries of Seller) or businesses that constitute 15% or more of the revenues, net income or the assets of Seller and its controlled subsidiaries, taken as a whole, or 15% or more of any class of equity securities of Seller, (ii) any tender offer or exchange offer that if consummated would result in any person or group beneficially owning 15% or more of any class of equity securities of Seller, or (iii) any merger, consolidation, business combination, recapitalization, liquidation, dissolution, joint venture, binding share exchange or similar transaction involving Seller or any of its controlled subsidiaries pursuant to which any person or group or the shareholders of any person or group would own 15% or more of any class of equity securities of Seller or of any resulting parent company of Seller or businesses or assets that constitute

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15% or more of the revenues, net income or the assets of Seller and its controlled subsidiaries, taken as a whole, other than, in the case of clauses (i), (ii) and (iii), the transactions contemplated by the Merger Agreement.

As used in the Merger Agreement, a “Superior Proposal” means any bona fide offer made by a third party that if consummated would result in such person (or its shareholders) owning, directly or indirectly, all or substantially all of the Shares then outstanding (or of the surviving entity in a merger or the direct or indirect parent of the surviving entity in a merger) or all or substantially all the assets of Seller, which the Seller Board determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) to be (i) more favorable to the shareholders of Seller from a financial point of view than the Merger (taking into account all the terms and conditions of such proposal and the Merger Agreement (including any changes to the terms of the Merger Agreement proposed by Parent in response to such offer or otherwise)) and (ii) reasonably capable of being completed, taking into account all financial, legal, regulatory and other aspects of such proposal (including the likelihood of consummation).

Employee Benefit Matters.  The Merger Agreement provides that, for a period of not less than six months following the Effective Time, the employees of Seller and its controlled subsidiaries employed primarily in the United States who remain in the employment of the Surviving Corporation and its controlled subsidiaries (the “Continuing Employees”) shall receive employee benefits that are substantially comparable in the aggregate to the employee benefits provided to such employees of Seller and its controlled subsidiaries immediately prior to the Effective Time; provided that neither Parent nor the Surviving Corporation nor any of their controlled subsidiaries shall have any obligation to issue, or adopt any plans or arrangements providing for the issuance of, shares of capital stock, warrants, options, stock appreciation rights or other rights in respect of any shares of capital stock of any entity or any securities convertible or exchangeable into such shares pursuant to any such plans or arrangements; provided further, that no plans or arrangements of Seller or any of its controlled subsidiaries providing for such issuance shall be taken into account in determining whether employee benefits are substantially comparable in the aggregate.

The Merger Agreement also provides that nothing contained in the Merger Agreement shall be construed as requiring, and Seller shall take no action that would have the effect of requiring, Parent or the Surviving Corporation to continue any specific plans or to continue the employment of any specific person. Furthermore, no provision of the Merger Agreement shall be construed as prohibiting or limiting the ability of Parent or the Surviving Corporation to amend, modify or terminate any plans, programs, policies, arrangements, agreements or understandings of Parent, Seller or the Surviving Corporation and nothing therein shall be construed as an amendment to any such plan, program, policy, arrangement, agreement or understanding for any purpose.

Insurance, Indemnification and Exculpation.  The Merger Agreement provides that Parent shall cause the Surviving Corporation to assume the obligations with respect to all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time existing on the date of the Merger Agreement in favor of the current or former directors or officers of Seller as provided in the amended and restated articles of incorporation of Seller, Seller’s bylaws or any indemnification contract between such directors or officers and Seller (in each case, as in effect on the date of the Merger Agreement or as amended or entered into prior to the closing of the Merger with the consent of Parent), without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms.

Parent agreed, pursuant to the Merger Agreement, to obtain at the Effective Time a six-year “tail” directors’ and officers’ liability insurance policy in respect of acts or omissions occurring at or prior to the Effective Time, covering each person covered by Seller’s directors’ and officers’ liability insurance policy on the date of the Merger Agreement on terms with respect to coverage and amounts no less favorable than the those provided under Seller’s directors’ and officers’ liability insurance policy as in effect on the date of the Merger Agreement. However, Parent shall not be required to pay more than $1,400,000 in the aggregate to obtain such “tail” policy.

Parent agreed, pursuant to the Merger Agreement, that in the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys a material portion of its properties and other assets to any person, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in the Merger Agreement relating to the indemnification and exculpation of directors, or Parent shall take such other action to ensure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished.

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Obligations to Cause Merger to Occur.  The Merger Agreement requires each of the parties to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by the Merger Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to the Offer and the conditions to each party’s obligation to effect the Merger to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Federal, state, local or foreign governments, courts, administrative, regulatory or other governmental agencies, commissions or authorities or any non-governmental self-regulatory agencies, commissions or authorities (each, a “Governmental Entity”) and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including any acts, actions, nonactions, waivers, consents, approvals and steps in respect of the Minnesota Takeover Disclosure Law, Minnesota Statutes Sections 80B.01-80B.13), and (iii) the obtaining of all necessary consents, approvals or waivers from third parties; provided that none of Seller, Parent or the Purchaser will be required to make any payment to any such third parties or concede anything of value to obtain such consents. In connection with and without limiting the foregoing, Seller and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the transactions contemplated by the Merger Agreement and any similar filings in other jurisdictions that counsel for Parent reasonably deems necessary, in each case as promptly as practicable after the date of the Merger Agreement. The HSR Filing is to be in substantial compliance with the requirements of the HSR Act. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any similar filings in other jurisdictions, to request early termination of the waiting period required by the HSR Act and the laws of any other jurisdiction where an antitrust notification is made and, if requested, to promptly amend or furnish additional information thereunder. Each of Parent and Seller agrees that, during the term of the Merger Agreement, it will not withdraw its filing under the HSR Act or any other similar filings in other jurisdictions without the written consent of the other party. The parties agreed to cooperate and to use their respective reasonable commercial efforts to respond to any requests for information from a Governmental Entity as promptly as practicable. Each party is to (i) give the other parties prompt notice upon obtaining knowledge of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect to the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement, (ii) keep the other parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding, (iii) promptly inform the other parties of any communication to or from the U.S. Federal Trade Commission, the U.S. Department of Justice, any foreign competition authority or any other Governmental Entity regarding the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement and (iv) subject to the terms of the access to information and confidentiality provisions of the Merger Agreement, use commercially reasonable efforts to furnish to each other all information required for any filing, form, declaration, notification, registration and notice, other than confidential or proprietary information not directly related to the transactions contemplated by the Merger Agreement. The parties are to consult and cooperate with one another, and consider in good faith the views of one another, in connection with any request or additional request for additional information or documentary material pursuant to Section 7A(e) of the HSR Act or in connection with any other legal investigation, action or proceeding. Each party is to use commercially reasonable efforts to comply promptly with a Request for Additional Information pursuant to 15 U.S.C. Section 18a(e)(1).

The Merger Agreement also provides that Seller and the Seller Board shall (1) use commercially reasonable efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger Agreement, the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement and (2) if any state takeover statute or similar statute becomes applicable to the Merger Agreement, the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement, use commercially reasonable efforts to ensure that the Offer, the Merger and the other transactions contemplated by the Merger Agreement may be consummated as promptly as practicable on the terms contemplated by the Merger Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. Nothing in the Merger Agreement shall be deemed to require Parent to agree to, or proffer to, divest or hold separate any assets or any portion of any business of Parent, Seller or any of their respective controlled subsidiaries.

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Directors.  The Merger Agreement provides that, upon the Offer Closing, Parent will be entitled, subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, to designate that number of directors of the Seller Board as will give Parent representation equal to at least that number of directors, rounded up to the next whole number, that is the product of (a) the total number of directors (giving effect to the directors elected or appointed pursuant to this sentence) multiplied by (b) the percentage that (i) the number of Shares owned by Parent and its subsidiaries (including Shares accepted for payment pursuant to the Offer and any Shares purchased through the exercise of the Top-Up Option) bears to (ii) the number of Shares then outstanding; provided, however, that Parent shall be entitled to designate at least a majority of the members of the Seller Board (as long as Parent and its affiliates beneficially own a majority of the Shares). At such times, subject to applicable law, Seller will cause individuals designated by Parent to constitute such number of members of each committee of the Seller Board, rounded up to the next whole number, that represents the same percentage as such individuals represent on the Seller Board, other than any committee established to take action as described in the immediately following paragraph. Seller is obligated pursuant to the Merger Agreement to take all action reasonably requested by Parent necessary to effect any such election or appointment, including (1) increasing the size of the Seller Board and (2) obtaining the resignation of such number of its current directors as is, in each case, necessary to enable such designees to be so elected or appointed to the Seller Board in compliance with applicable law. Seller shall mail to its shareholders the information statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, and Seller agrees to make such mailing concurrently with the mailing of the Schedule 14D-9 (provided that Parent and the Purchaser shall have provided to Seller on a timely basis all information required to be included in the information statement with respect to such designees and with respect to Parent’s officers, directors and affiliates).

The Merger Agreement also provides that, following the election or appointment of Parent’s or the Purchaser’s designees as described in the immediately preceding paragraph and prior to the Effective Time, the affirmative vote of a majority of the Independent Directors then in office shall be required for Seller to consent (a) to amend or terminate the Merger Agreement, (b) to waive any of Seller’s rights or remedies under the Merger Agreement or (c) to extend the time for the performance of any of the obligations or other acts of Parent or the Purchaser. Such authorization shall constitute the authorization of the Seller Board and no other action on the part of Seller, including any actions by any other director of Seller, shall be required to authorize such action. For purposes of the Merger Agreement, an “Independent Director” shall mean a member of the Seller Board who is a member of the Seller Board on the date of the Merger Agreement and who is not an officer of Parent.

In the event that Parent’s designees are elected or appointed to the Seller Board pursuant to the provisions of the Merger Agreement described in the immediately preceding paragraphs, then, until the Effective Time, Seller shall cause the Seller Board to maintain at least three Independent Directors; provided, however, that, if the number of Independent Directors is reduced below three, the remaining Independent Directors shall be entitled to elect or designate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of the Merger Agreement or, if no Independent Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, employees, shareholders or affiliates of Seller, Parent or the Purchaser, and such persons shall be deemed to be Independent Directors for purposes of the Merger Agreement.

Conditions to the Merger.  The Merger Agreement provides that the respective obligations of each party to effect the Merger are subject to the satisfaction or (to the extent permitted by law) waiver on or prior to the date of the closing of the Merger of the following conditions:

•  if required by applicable law, the Merger Agreement shall have been adopted by the affirmative vote of the holders of a majority of the outstanding Shares (the “Shareholder Approval”);

•  the waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have been terminated or shall have expired;

•  no temporary restraining order, preliminary or permanent injunction or other judgment or order issued by any court of competent jurisdiction or other statute, law, rule, legal restraint or prohibition by any Governmental Entity (collectively, “Restraints”) shall be in effect preventing the consummation of the Merger;

•  all applicable foreign antitrust and similar regulatory clearances shall have been obtained from the relevant Governmental Entities; and

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•  the Purchaser shall have previously accepted for payment all Shares validly tendered and not withdrawn pursuant to the Offer.

Termination.  The Merger Agreement may be terminated at any time prior to the Effective Time, whether before or after receipt of the Shareholder Approval:

•  by mutual written consent of Parent, the Purchaser and Seller;

•  by either Parent or Seller if (i) the Offer Closing has not occurred prior to June 1, 2009 (the “Termination Date”); provided, however, that this right to terminate is not available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Offer Closing to occur prior to such date and such action or failure to act constitutes a breach of the Merger Agreement or (ii) any Restraint preventing the consummation of the Offer or the Merger shall be in effect and shall have become final and nonappealable;

•  prior to the Offer Closing, by Parent if (i) Seller shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in the Merger Agreement, which breach or failure to perform (A) would give rise to the failure of a condition set forth in clause (f) of Section 15 — “Certain Conditions of the Offer” and (B) is incapable of being cured by Seller by the Termination Date, or, if capable of being cured by Seller by the Termination Date, is not cured by Seller within 45 calendar days following receipt of written notice of such breach or failure to perform from Parent or (ii) any Restraint having the effects referred to in clauses (i) through (iii) of clause (c) of Section 15 — “Certain Conditions of the Offer” shall be in effect and shall have become final and nonappealable;

•  prior to the Offer Closing, by Seller, if (A) Parent shall have breached any of its representations or warranties set forth in the Merger Agreement, which breach would result in any such representations or warranties that are qualified as to materiality not being true and correct, or any such representations or warranties that are not so qualified not being true and correct in all material respects or (B) Parent or the Purchaser shall have failed to perform in all material respects all obligations required to be performed by them under the Merger Agreement at or prior to the date of the Offer Closing, in each case which breach or failure to perform is incapable of being cured by Parent or the Purchaser by the Termination Date or, if capable of being cured by Parent or the Purchaser by the Termination Date, is not cured by Parent or the Purchaser within 45 calendar days following receipt of written notice of such breach or failure to perform from Seller;

•  by Parent, in the event that prior to the Offer Closing (i) a Seller Adverse Recommendation Change shall have occurred or (ii) the Seller Board fails publicly to reaffirm its recommendation of the Merger Agreement, the Offer, the Merger or the other transactions contemplated by the Merger Agreement (x) within 10 business days of receipt of a written request by Parent to provide such reaffirmation following a Takeover Proposal or (y) if the Termination Date is less then 10 business days from the receipt of such request by Parent, by the close of business on the business day immediately preceding the Termination Date;

•  by Parent if, on any then-scheduled expiration date for the Offer (the “Initial Expiration Date”), (i) each of the Offer Conditions set forth in clauses (b) through (f) of Section 15 — “Certain Conditions of the Offer” have been satisfied or, in the Purchaser’s sole discretion, waived and (ii) the Minimum Tender Condition has not been satisfied; provided, however, that, Parent may not exercise this termination right unless (x) Parent shall have provided written notice to Seller of such Initial Expiration Date and that Parent intends to terminate the Merger Agreement pursuant to this provision, which notice shall include the length of the Extension Period (as defined below), (2) Parent shall have caused the Purchaser to, and the Purchaser shall have, irrevocably extended the Offer for a period of at least five business days following the Initial Expiration Date (or, if the Termination Date is less than five business days following the Initial Expiration Date, until the business day immediately preceding the Termination Date) (such period, the “Extension Period”) and (3) at the end of the Extension Period, the Minimum Tender Condition shall not have been satisfied (the termination right in this provision being hereafter referred to as the “Expiration Date Termination Right”); or

•  subject to the terms of the no solicitation provisions of the Merger Agreement, by Seller, prior to the Offer Closing and following a Superior Proposal Triggering Date, if the Minimum Tender Condition has not been satisfied by the Superior Proposal Triggering Date, in response to a Superior Proposal that was made after the date of the Merger Agreement that did not result from a breach of the no solicitation provisions of the Merger Agreement and the

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Seller Board, concurrently with or after such termination, causes Seller to enter into an Acquisition Agreement in respect of such Superior Proposal.

Termination Fee.  The Merger Agreement contemplates that a termination fee of $31,000,000 (the “Termination Fee”) will be payable by Seller to Parent under any of the following circumstances:

•  the Merger Agreement is terminated by Parent in the event that, prior to the Offer Closing, (i) a Seller Adverse Recommendation Change has occurred or (ii) the Seller Board fails publicly to reaffirm its recommendation of the Merger Agreement, the Offer, the Merger or the other transactions contemplated by the Merger Agreement (x) within 10 business days of receipt of a written request by Parent to provide such reaffirmation following a Takeover Proposal or (y) if the Termination Date is less than 10 business days from the receipt of such request by Parent, by the close of business on the business day immediately preceding the Termination Date;

•  the Merger Agreement is terminated by Seller, prior to the Offer Closing and following a Superior Proposal Triggering Date, if the Minimum Tender Condition has not been satisfied by the Superior Proposal Triggering Date, in response to a Superior Proposal that was made after the date of the Merger Agreement that did not result from a breach of the no solicitation provisions of the Merger Agreement and the Seller Board, concurrently with or after such termination, causes Seller to enter into an Acquisition Agreement in respect of such Superior Proposal; or

•  (i) prior to the Offer Closing, a Takeover Proposal shall have been made directly to the shareholders of Seller generally or shall have otherwise become publicly known or any person shall have publicly announced an intention (whether or not conditional and whether or not withdrawn) to make a Takeover Proposal, (ii) thereafter the Merger Agreement is terminated by either Parent or Seller pursuant to the termination right that arises if the Offer Closing shall not have occurred prior to the Termination Date or by Parent pursuant to the Expiration Date Termination Right and (iii) within 12 months after such termination, Seller enters into a definitive contract to consummate, or consummates, the transactions contemplated by any Takeover Proposal. For purposes of clause (iii) of the immediately preceding sentence only, the term “Takeover Proposal” shall have the meaning assigned to such term elsewhere in this Offer to Purchase except that all references to “15%” in such definition as set forth elsewhere in this Offer to Purchase shall be deemed to be references to “35%” for purposes of such clause (iii).

Amendment.  The Merger Agreement may be amended by the parties to the Merger Agreement at any time before or after the Offer Closing has occurred or the Shareholder Approval, if required by applicable law, has been obtained; provided, however, that (i) after the Offer Closing, there shall be no amendment that decreases the Merger Consideration and (ii) after the Shareholder Approval has been obtained, no amendment of the Merger Agreement may be made that by law requires further approval by the shareholders of Seller without obtaining such approval.

Following the election or appointment of the designees of Parent or the Purchaser to the Seller Board pursuant to the terms of the Merger Agreement and prior to the Effective Time, the affirmative vote of a majority of the Independent Directors then in office shall be required for Seller to consent (i) to amend or terminate the Merger Agreement, (ii) to waive any of Seller’s rights or remedies under the Merger Agreement or (iii) to extend the time for the performance of any of the obligations or other acts of Parent or the Purchaser.

12.   Purpose of the Offer; Plans for Seller.

Purpose of the Offer.  The purpose of the Offer is to acquire control of, and the entire equity interest in, Seller. The purpose of the Merger is to acquire all outstanding Shares not tendered and purchased pursuant to the Offer or otherwise. If the Offer is successful, the Purchaser intends to consummate the Merger as promptly as practicable following the Offer Closing.

Statutory Requirements.  In general, under the MBCA, a merger of two Minnesota corporations requires (i) the adoption of a resolution by the board of directors of each of the corporations desiring to merge approving an agreement and plan of merger containing provisions with respect to certain statutorily specified matters and (ii) the adoption of such agreement by the shareholders of each corporation by the affirmative vote of the holders of at least a majority of the voting power of all shares entitled to vote on such matter, unless otherwise provided for in that corporation’s articles of incorporation or, in the case of a short-form merger, as described in the next paragraph. Accordingly, except in the case of a short-form merger, the affirmative vote of Seller’s shareholders representing at least a majority of all outstanding Shares is required in order to adopt the Merger Agreement. If the Minimum Tender Condition and the other conditions of the

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Offer are satisfied and the Offer is completed, Parent and the Purchaser will own a number of Shares sufficient to cause the Merger Agreement to be adopted without the affirmative vote of any other holder of Shares.

The MBCA also provides that, if a parent corporation owns at least 90% of each class of the stock of a subsidiary, such parent corporation can effect a short-form merger with such subsidiary without the action of the other shareholders of the subsidiary. Accordingly, if as a result of the Offer or otherwise, the Purchaser acquires or controls at least 90% of the outstanding Shares, the Purchaser may, and intends to, effect the Merger without prior notice to, or any action by, any other Seller shareholder.

Plans for Seller.  Except as set forth in this Offer to Purchase, it is expected that, following the Merger, the business and operations of Seller will be continued substantially as they are currently being conducted. Notwithstanding the foregoing, Parent will continue to evaluate the business and operations of Seller during the pendency of the Offer and after the consummation of the Offer and the Merger and will take such actions as it deems appropriate under the circumstances then existing with a view to optimizing development of Seller’s potential in conjunction with Parent’s existing business.

Except as set forth in this Offer to Purchase, the Purchaser and Parent have no present plans or proposals that would relate to or result in (i) any extraordinary corporate transaction involving Seller or any of its subsidiaries (such as a merger, reorganization or liquidation), (ii) any purchase, sale or transfer of a material amount of assets of Seller or any of its subsidiaries, (iii) any change in the Seller Board or management of Seller, (iv) any material change in Seller’s present dividend rate or policy, or indebtedness or capitalization, or (v) any other material change in Seller’s corporate structure or business.

Dissenters’ Rights.  No rights to seek to obtain the “fair value” of their Shares are available to Seller’s shareholders in connection with the Offer. However, if the Merger is consummated, a shareholder of Seller who has not tendered his or her Shares in the Offer will have certain rights under Sections 302A.471 and 302A.473 of the MBCA to dissent from the Merger and obtain payment in cash for the “fair value” of that shareholder’s Shares. Those rights, if the statutory procedures are complied with, could lead to a judicial determination of the fair value (immediately prior to the Effective Time) required to be paid in cash, less any required withholding taxes, to dissenting shareholders of Seller for their Shares. Any such judicial determination of the fair value of the Shares would not necessarily include any element of value arising from the accomplishment or expectation of the Merger and could be based upon considerations other than or in addition to the consideration per Share to be paid in the Merger and the market value of the Shares, including asset values and the investment value of the Shares. Moreover, Seller may argue in such a judicial proceeding that, for purposes of such proceeding, the fair value of the Shares is less than the price per Share paid pursuant to the Offer or the consideration per Share payable in the Merger, and the judicially determined value could be more or less than the price per Share paid pursuant to the Offer or the consideration per Share payable in the Merger. Under Subdivision 4 of Section 302A.471 of the MBCA, a Seller shareholder’s rights with respect to the Merger are limited to the dissenters’ rights provided under Sections 302A.471 and 302A.473 of the MBCA. A Seller shareholder has no right, at law or in equity, to set aside the approval of the Merger or the consummation of the Merger, unless such adoption or consummation was fraudulent with respect to such shareholder or Seller. Any Shares which are issued and outstanding immediately prior to the Effective Time and which are held by a holder who has not voted such Shares in favor of the Merger and who has properly exercised dissenters’ rights with respect to such Shares in accordance with the MBCA (including Sections 302A.471 and 302A.473 thereof) and, as of the Effective Time, has neither effectively withdrawn nor otherwise lost for any reason its right to exercise such dissenters’ rights, will not be converted into or represent a right to receive the consideration payable in the Merger. The holders of dissenting shares will be entitled to only such rights as are granted by Sections 302A.471 and 302A.473 of the MBCA. If any Seller shareholder who asserts dissenters’ rights with respect to its Shares under the MBCA effectively withdraws or otherwise loses for any reason (including failure to perfect) its dissenters’ rights, then as of the Effective Time or the occurrence of such event, whichever later occurs, such holder’s Shares will automatically be canceled and converted into and represent only the right to receive the consideration payable in the Merger, without interest and less any required withholding taxes, upon surrender of the Share Certificate or Share Certificates formerly representing such dissenting Shares.

THE PRESERVATION AND EXERCISE OF DISSENTERS’ RIGHTS REQUIRES STRICT ADHERENCE TO THE APPLICABLE PROVISIONS OF THE MBCA. FAILURE TO FULLY AND PRECISELY FOLLOW THE STEPS REQUIRED BY SECTIONS 302A.471 AND 302A.473 OF THE MBCA FOR THE PERFECTION OF DISSENTERS’ RIGHTS WILL RESULT IN THE LOSS OF THOSE RIGHTS. THE FOREGOING SUMMARY

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OF THE RIGHTS OF DISSENTING SHAREHOLDERS UNDER THE MBCA IS NOT A COMPLETE STATEMENT OF THE PROCEDURES TO BE FOLLOWED BY SHAREHOLDERS DESIRING TO EXERCISE ANY DISSENTERS’ RIGHTS AVAILABLE UNDER THE MBCA AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE MBCA.

DISSENTERS’ RIGHTS CANNOT BE EXERCISED AT THIS TIME. THE INFORMATION SET FORTH ABOVE IS FOR INFORMATIONAL PURPOSES ONLY WITH RESPECT TO ALTERNATIVES AVAILABLE TO SHAREHOLDERS IF THE MERGER IS CONSUMMATED. SHAREHOLDERS WHO WILL BE ENTITLED TO DISSENTERS’ RIGHTS IN CONNECTION WITH THE MERGER WILL RECEIVE ADDITIONAL INFORMATION CONCERNING DISSENTERS’ RIGHTS AND THE PROCEDURES TO BE FOLLOWED IN CONNECTION THEREWITH BEFORE SUCH SHAREHOLDERS HAVE TO TAKE ANY ACTION RELATING THERETO.

Going Private Transactions.  The SEC has adopted Rule 13e-3 under the Exchange Act which is applicable to certain “going private” transactions and which may under certain circumstances be applicable to the Merger or another business combination following the purchase of Shares pursuant to the Offer in which the Purchaser seeks to acquire the remaining Shares not held by it. The Purchaser believes that Rule 13e-3 will not be applicable to the Merger because it is anticipated that the Merger will be effected within one year following the consummation of the Offer and, in the Merger, shareholders will receive the same price per Share as paid in the Offer.

13.   Certain Effects of the Offer.

Market for the Shares.  The purchase of Shares pursuant to the Offer will reduce the number of holders of Shares and the number of Shares that might otherwise trade publicly, which could adversely affect the liquidity and market value of the remaining Shares held by shareholders other than the Purchaser and Parent. The Purchaser cannot predict whether the reduction in the number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for, or marketability of, the Shares or whether such reduction would cause future market prices to be greater or less than the Offer Price.

Stock Listing.  The Shares are listed on the NYSE. Depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the requirements of the NYSE for continued listing on the NYSE. The rules of the NYSE establish certain criteria that, if not met, could lead to the delisting of the Shares from the NYSE. Among such criteria are the number of shareholders, the number of shares publicly held and the aggregate market value of the shares publicly held. If, as a result of the purchase of Shares pursuant to the Offer or otherwise, the Shares no longer meet the requirements of the NYSE for continued listing and the Shares are delisted, the market for the Shares could be adversely affected.

It is possible that the Shares would be traded on other securities exchanges (with trades published by such exchanges), the OTC Bulletin Board or in a local or regional over-the-counter market. The extent of the public market for the Shares would, however, depend upon the number of holders of Shares and the aggregate market value of the Shares remaining at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration of the Shares under the Exchange Act, as described below, and other factors.

Margin Regulations.  The Shares are currently “margin securities” under the Regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which designation has the effect, among other effects, of allowing brokers to extend credit on the collateral of the Shares. Depending upon factors similar to those described above regarding the market for the Shares and stock listings, it is possible that, following the Offer, the Shares would no longer constitute “margin securities” for the purposes of the margin regulations of the Federal Reserve Board and, therefore, could no longer be used as collateral for loans made by brokers.

Exchange Act Registration.  The Shares are currently registered under the Exchange Act. Such registration may be terminated upon application of Seller to the SEC if the Shares are neither listed on a national securities exchange nor held by 300 or more holders of record. Termination of registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by Seller to its shareholders and to the SEC and would make certain provisions of the Exchange Act no longer applicable to Seller, such as the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, the requirement of furnishing a proxy statement pursuant to Section 14(a) of the Exchange Act in connection with shareholders’ meetings and the related requirement of furnishing an annual report to shareholders and the requirements of Rule 13e-3 under the Exchange Act with respect to “going private” transactions. Furthermore, the ability of “affiliates” of Seller and persons holding “restricted securities” of Seller to dispose of such securities pursuant to Rule 144 promulgated

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under the Securities Act of 1933, as amended, may be impaired or eliminated. If registration of the Shares under the Exchange Act were terminated, the Shares would no longer be “margin securities” or be eligible for listing on the NYSE. Parent and the Purchaser currently intend to seek to cause Seller to terminate the registration of the Shares under the Exchange Act as soon after consummation of the Offer as the requirements for termination of registration are met.

14.   Dividends and Distributions.

The Merger Agreement provides that, from the date of the Merger Agreement to the Effective Time, without the prior written consent of Parent, Seller will not, and will not permit any of its controlled subsidiaries to, declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or other property) in respect of, any shares of its capital stock, other than dividends or distributions by a wholly owned controlled subsidiary of Seller to its shareholders. Neither Parent nor Purchaser anticipate waiving this restriction or otherwise consenting to the payment of any dividend on Seller’s common stock. Accordingly, it is anticipated that no dividends will be declared or paid on the Shares following December 1, 2008.

15.   Certain Conditions of the Offer.

Notwithstanding any other provisions of the Offer, the Purchaser shall not be required to, and Parent shall not be required to cause the Purchaser to, accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, pay for any tendered Shares unless:

(a)

there shall have been validly tendered and not validly withdrawn prior to the expiration date for the Offer (as it may have been extended or re-extended pursuant to the Merger Agreement, the “Expiration Date”) that number of Shares which, when added to the Shares already owned by Parent and its controlled subsidiaries, represents at least a majority of the total number of outstanding Shares on a “fully diluted basis” (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof) on the Expiration Date (the “Minimum Tender Condition”),

(b)

the waiting period (and any extension thereof) applicable to the Offer under the HSR Act shall have been terminated or shall have expired and all applicable foreign antitrust and similar regulatory clearances shall have been obtained from the relevant Governmental Entities,

(c)   there shall not be pending any suit, action or proceeding by any Governmental Entity, or by any other person (other than suits, actions or proceedings by a person other than a Governmental Entity for breaches of fiduciary duties or failures to provide adequate disclosure in connection with the Merger Agreement and the transactions contemplated thereby) having a reasonable likelihood of prevailing in a manner contemplated in clauses (i), (ii) or (iii) below, (i) challenging the acquisition by Parent or the Purchaser of any Shares, seeking to restrain or prohibit the consummation of the Offer, the Merger or any other transaction contemplated by the Merger Agreement, or seeking to place limitations on the ownership of Shares (or shares of common stock of the Surviving Corporation) by Parent, the Purchaser or any other affiliate of Parent or seeking to obtain from Seller, Parent, the Purchaser or any other affiliate of Parent any damages that are material in relation to Seller, (ii) seeking to prohibit or materially limit the ownership or operation by Seller, Parent or any of their respective controlled subsidiaries of any portion of any business or of any assets of Seller, Parent or any of their respective controlled subsidiaries, or to compel Seller, Parent or any of their respective controlled subsidiaries to divest or hold separate any portion of any business or of any assets of Seller, Parent or any of their respective controlled subsidiaries or (iii) seeking to prohibit Parent or any of its affiliates from effectively controlling in any material respect the business or operations of Seller or any of its controlled subsidiaries in the case of each of clauses (i) through (iii) above, as a result of the Offer or the Merger,

(d)	no Restraint shall be in effect preventing the consummation of the Offer and no Restraint that would reasonably be expected to result, directly or indirectly, in any of the effects referred to in clauses (i) through (iii) of clause (c) of this Section 15 shall be in effect,
(e)	Seller and Parent shall not have reached an agreement that the Offer or the Merger Agreement be terminated, and the Merger Agreement shall not have been terminated in accordance with its terms, and
(f)	(i) the representations and warranties of Seller contained in the Merger Agreement that are qualified as to materiality shall be true and correct, and the representations and warranties of Seller contained in the Merger Agreement that are not so qualified shall be true and correct in all material respects, in each case as of the date

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of the Merger Agreement and as of the date of the Offer Closing as though made at such time, except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date and (ii) Seller shall have performed in all material respects all obligations required to be performed by it under the Merger Agreement at or prior to the date of the Offer Closing, and Parent shall have received a certificate signed on behalf of Seller by the chief executive officer and the chief financial officer of Seller to the effect of clauses (i) and (ii) of the foregoing.

The foregoing conditions are in addition to, and not a limitation of, the rights of Parent and the Purchaser to extend, terminate and/or modify the Offer pursuant to the terms of the Merger Agreement.

The foregoing conditions are for the benefit of Parent and the Purchaser, may be asserted by Parent or the Purchaser regardless of the circumstances giving rise to any such condition and may be waived by the Purchaser and Parent in whole or in part at any time and from time to time in their sole discretion (except for the Minimum Tender Condition), in each case, subject to the terms of the Merger Agreement and the applicable rules and regulations of the SEC. The failure by Parent or the Purchaser at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right and each such right will be deemed an ongoing right that may be asserted at any time and from time to time.

For the purposes of this Section 15, capitalized terms used but not defined herein have the meanings set forth in the Merger Agreement.

16.   Certain Legal Matters; Regulatory Approvals.

General.  The Purchaser is not aware of any pending legal proceeding relating to the Offer. Except as described in this Section 16, based on its examination of publicly available information filed by Seller with the SEC and other publicly available information concerning Seller, the Purchaser is not aware of any governmental license or regulatory permit that appears to be material to Seller’s business that might be adversely affected by the Purchaser’s acquisition of Shares as contemplated herein or of any approval or other action by any governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for the acquisition or ownership of Shares by the Purchaser or Parent as contemplated herein. Should any such approval or other action be required, the Purchaser currently contemplates that, except as described below under “State Takeover Statutes,” such approval or other action will be sought. While the Purchaser does not currently intend to delay acceptance for payment of Shares tendered pursuant to the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that if such approvals were not obtained or such other actions were not taken, adverse consequences might not result to Seller’s business, any of which under certain conditions specified in the Merger Agreement could cause the Purchaser to elect to terminate the Offer without the purchase of Shares thereunder. See Section 15 — “Certain Conditions of the Offer.”

State Takeover Statutes.  Seller is incorporated under the laws of the State of Minnesota. Under the MBCA and other Minnesota statutes, Seller is subject to several state takeover laws including, but not limited to, the Minnesota Control Share Acquisition Act (the “MCSAA”) and the Minnesota Business Combination Act (the “Combination Act”). Seller has taken appropriate action in connection with its approval of the Merger Agreement and the consummation of the transactions contemplated thereby so that these laws do not affect the ability of Parent and the Purchaser to consummate the Offer or the Merger.

Minnesota Control Share Acquisition Act.  Seller is currently subject to the MCSAA under MBCA Section 302A.671, which provides that, absent certain exceptions, a person who becomes the beneficial owner of a new range of the voting power of the shares of an issuing public corporation (i.e., from less than 20% to 20% or more, from less than 331/3% to 331/3% or more, or from less than a majority to a majority) will lose voting rights with respect to the shares above any such new percentage level of voting control, in the absence of special shareholder approval. That approval can be obtained only by a resolution adopted by (i) the affirmative vote of the holders of a majority of the voting power of all shares entitled to vote and (ii) the affirmative vote of the holders of a majority of the voting power of all shares entitled to vote, excluding all “interested shares” (generally, shares held by the acquiring person, any officer of the issuing public corporation, or any director who is also an employee of the issuing public corporation). If such approval is not obtained, the issuing public corporation may redeem the shares that exceed the new percentage level of voting control at their market value. A shareholders’ meeting to vote on whether to grant voting power to the acquiring person may not be held unless the acquiring person has delivered an information statement to the issuing public corporation. The above provisions do not apply if the issuing public corporation’s articles of incorporation or bylaws approved by the corporation’s shareholders provide that the statute is inapplicable or if there is an

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applicable exception. The statute contains several exceptions, including an exception for cash tender offers (i) approved by a majority vote of the members of a committee composed solely of one or more disinterested directors of the issuing public corporation formed pursuant to MBCA Section 302A.673, subdivision 1, paragraph (d), prior to the commencement of, or the public announcement of the intent to commence, the offer, and (ii) pursuant to which the acquiring person will become the owner of over 50% of the voting stock of the issuing public corporation. Under MBCA Section 302A.673, a director or person is “disinterested” if the director or person is neither an officer nor an employee, nor has been an officer or employee within five years preceding the formation of the committee, of the publicly held Minnesota corporation or of a related organization. Seller’s articles of incorporation and bylaws do not exclude Seller from the restrictions imposed by the MCSAA. However, prior to the execution of the Merger Agreement, a committee composed solely of disinterested members of the Seller Board approved the Offer and the Merger for purposes of the MCSAA. Therefore, as an acquisition of shares pursuant to a cash tender offer of all the Shares that will not be consummated unless the Minimum Tender Condition is satisfied, the Offer is not subject to the MCSAA under MBCA Section 302A.671.

Minnesota Business Combination Act.  Seller is currently subject to the Combination Act under Section 302A.673 of the MBCA, which prohibits a publicly held Minnesota corporation, like Seller, from engaging in any “business combination,” including a merger, with an “interested shareholder” (defined as any beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding shares of such corporation entitled to vote) for a period of four years after the date of the transaction in which the person became an interested shareholder, unless, among other things, a committee of that corporation’s board of directors comprised solely of one or more disinterested directors has given its approval of either the business combination or the transaction which resulted in the shareholder becoming an “interested shareholder” prior to the shareholder becoming an interested shareholder. Under the Combination Act, a director or person is “disinterested” if the director or person is neither an officer nor an employee, nor has been an officer or employee within five years preceding the formation of the committee, of the publicly held Minnesota corporation or of a related organization. Prior to the execution of the Merger Agreement, a committee composed solely of Seller’s disinterested directors approved the Purchaser’s acquisition of the Shares pursuant to the Offer and the subsequent Merger, which the Purchaser intends to complete if it consummates the Offer, for the purposes of the Combination Act. Therefore, the restrictions of the Combination Act do not apply to the Purchaser’s intended consummation of the Merger following the Purchaser’s acquisition of the Shares pursuant to the Offer and the Merger.

“Fair Price” Provision.  MBCA Section 302A.675 provides that an offeror may not acquire shares of a Minnesota publicly held corporation from a shareholder within two years following the offeror’s last purchase of shares of the same class pursuant to a takeover offer, including, but not limited to, acquisitions made by purchase, exchange or merger, unless the selling shareholder is afforded, at the time of the proposed acquisition, a reasonable opportunity to dispose of the shares to the offeror upon substantially equivalent terms as those provided in the earlier takeover offer. The provision described above does not apply if the proposed acquisition of shares is approved, before the purchase of any shares by the offeror pursuant to the earlier takeover offer, by a committee of the board of directors of the corporation, composed solely of directors who: (i) are not, nor have been in the preceding five years, officers or directors of the corporation or a related organization, (ii) are not the offerors in the takeover offer or any affiliates or associates of the offeror, (iii) were not nominated for election as directors by the offeror or any affiliates or associates of the offeror and (iv) were directors at the time of the first public announcement of the earlier takeover offer or were nominated, elected, or recommended for election as directors by a majority of the directors who were directors at that time. Because (i) a committee of the Seller’s Board comprised solely of disinterested directors approved the Purchaser’s acquisition of Shares pursuant to the Offer and the subsequent Merger, which the Purchaser intends to complete if it consummates the Offer, for the purposes of the MBCA and (ii) the Merger Consideration will be equal to the Offer Price, the restrictions of MBCA Section 302A.675 do not apply to the Purchaser’s intended consummation of the Merger following the Purchaser’s acquisition of the Shares pursuant to the Offer.

Takeover Disclosure Statute.  The Minnesota Takeover Disclosure Law (the “MTDL”), Minnesota Statutes Sections 80B.01-80B.13, by its terms requires certain disclosures and the filing of certain disclosure materials with the Minnesota Commissioner of Commerce (the “Commissioner”) with respect to any offer for a corporation, such as Seller, that owns and controls assets in Minnesota having a fair market value of at least $1,000,000 and has a certain number or percentage of shareholders resident in Minnesota or a specified percentage of its shares owned by Minnesota residents. The Purchaser will file a registration statement with the Commissioner on the date of this Offer to Purchase or shortly thereafter. Although the Commissioner does not have an approval right with respect to the Offer, the Commissioner does review the disclosure material for the adequacy of such disclosure and is empowered to suspend summarily the Offer in Minnesota

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within three days of such filing if the Commissioner determines that the registration statement does not (or the material provided to beneficial owners of the Shares residing in Minnesota does not) provide full disclosure. If such summary suspension occurs, a hearing must be held (within 10 days of the summary suspension) as to whether to permanently suspend the Offer in Minnesota, subject to corrective disclosure. If the Commissioner takes action under the MTDL, such action may have the effect of significantly delaying the Offer. In filing a registration statement under the MTDL, the Purchaser does not concede that some or all of the provisions of the MTDL are applicable, valid, enforceable or constitutional.

A number of states have adopted takeover laws and regulations that purport to be applicable to attempts to acquire securities of corporations that are incorporated in those states or that have substantial assets, shareholders, principal executive offices or principal places of business in those states or whose business operations otherwise have substantial economic effects in such states. Seller, directly or through its subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted these laws. To the extent that these state takeover statutes (other than the Minnesota laws described above) purport to apply to the Offer or the Merger, Parent and the Purchaser believe that those laws conflict with U.S. federal law and are an unconstitutional burden on interstate commerce. In 1982, in Edgar v. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. However, in 1987, in CTS Corp. v. Dynamics Corp. of America, the Supreme Court held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining shareholders where, among other things, the corporation is incorporated, and has a substantial number of shareholders, in the state. Subsequently, in TLX Acquisition Corp. v. Telex Corp., a U.S. Federal District Court in Oklahoma ruled that the Oklahoma statutes were unconstitutional as applied to corporations incorporated outside Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. v. McReynolds, a U.S. Federal District Court in Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit.

The Purchaser is not aware of any other state takeover laws or regulations which are applicable to the Offer or the Merger and has not attempted to comply with any state takeover laws or regulations, other than as set forth in this Offer to Purchase. If any government official or third party should seek to apply any state takeover law to the Offer or the Merger or other business combination between the Purchaser or any of its affiliates and Seller, the Purchaser will take such action as then appears desirable, which action may include challenging the applicability or validity of such statute in appropriate court proceedings. In the event it is asserted that one or more state takeover statutes is applicable to the Offer or the Merger and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, the Purchaser might be required to file certain information with, or to receive approvals from, the relevant state authorities or holders of Shares, and the Purchaser might be unable to accept for payment or pay for Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer or the Merger. In that case, we may not be obligated to accept for purchase, or pay for, any Shares tendered. See Section 15 — “Certain Conditions of the Offer.”

United States Antitrust Compliance.  Under the HSR Act, and the related rules and regulations that have been issued by the Federal Trade Commission (the “FTC”), certain acquisition transactions may not be consummated until certain information and documentary material has been furnished for review by the FTC and the Antitrust Division of the Department of Justice (the “Antitrust Division”) and certain waiting period requirements have been satisfied. These requirements apply to the Purchaser’s acquisition of the Shares in the Offer and the Merger.

Under the HSR Act, the purchase of Shares in the Offer may not be completed until the expiration of a 15-calendar day waiting period, which begins when Parent has filed a Premerger Notification and Report Form under the HSR Act with the FTC and the Antitrust Division, unless such waiting period is earlier terminated by the FTC and the Antitrust Division. If the 15-calendar day waiting period expires on a federal holiday or weekend day, the waiting period is automatically extended until 11:59 p.m. the next business day. Seller must file a Premerger Notification and Report Form ten days after Parent files its Premerger Notification and Report Form. Parent expects to file a Premerger Notification and Report Form under the HSR Act with the FTC and Antitrust Division in connection with the purchase of Shares in the Offer and the Merger on or about December 16, 2008, and if so filed, the required waiting period with respect to the Offer and the Merger will expire at 11:59 p.m., New York City time, on or about December 31, 2008, unless earlier terminated by the FTC and the Antitrust Division, or Parent receives a request for additional information or documentary material prior to that time. If within the 15-calendar day waiting period either the FTC or the Antitrust Division requests

30

additional information or documentary material from Parent, the waiting period with respect to the Offer and the Merger would be extended for an additional period of 10 calendar days following the date of Parent’s substantial compliance with that request. Only one extension of the waiting period pursuant to a request for additional information is authorized by the HSR Act rules. After that time, the waiting period may be extended only by court order. The FTC or the Antitrust Division may terminate the additional 10-calendar day waiting period before its expiration. In practice, complying with a request for additional information and documentary material can take a significant period of time.

The FTC and the Antitrust Division may scrutinize the legality under the antitrust laws of proposed transactions such as the Purchaser’s acquisition of Shares in the Offer and the Merger. At any time before or after the purchase of Shares by the Purchaser, the FTC or the Antitrust Division could take any action under the antitrust laws that it either considers necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares in the Offer and the Merger, the divestiture of Shares purchased in the Offer or the divestiture of substantial assets of Parent, Seller or any of their respective subsidiaries or affiliates. Private parties as well as state attorneys general also may bring legal actions under the antitrust laws under certain circumstances.

Other Foreign Laws.  Seller and Parent and certain of their respective subsidiaries conduct business in several foreign countries where regulatory filings or approvals may be required or desirable in connection with the consummation of the Offer or the Merger. Parent and Seller are analyzing the applicability of any such laws and currently intend to take such action as may be required or desirable. If any such laws are applicable or any foreign governmental entity takes an action prior to the completion of the Offer, the Purchaser may not be obligated to accept for payment or pay for any Shares tendered. See Section 15 — “Certain Conditions of the Offer.”

17.   Fees and Expenses.

Georgeson Securities Corporation (“GSC”) is acting as Dealer Manager in connection with the Offer, for which services GSC will receive customary compensation. Parent and the Purchaser have agreed to reimburse GSC for reasonable costs and expenses incurred in connection with GSC’s engagement, and to indemnify GSC and certain related parties against specified liabilities. In the ordinary course of GSC’s businesses, GSC and its affiliates may actively trade or hold securities of Parent and Seller for the accounts of customers and, accordingly, GSC or its affiliates may at any time hold long or short positions in these securities or loans.

Parent and the Purchaser have retained Georgeson Inc. to be the Information Agent and Computershare Trust Company, N.A. to be the Depositary in connection with the Offer. The Information Agent may contact holders of Shares by mail, telephone, telecopy, telegraph and personal interview and may request banks, brokers, dealers and other nominees to forward materials relating to the Offer to beneficial owners of Shares.

The Information Agent and the Depositary each will receive reasonable and customary compensation for their respective services in connection with the Offer, will be reimbursed for reasonable expenses and will be indemnified against certain liabilities and expenses in connection therewith.

Neither Parent nor the Purchaser will pay any fees or commissions to any broker or dealer or to any other person (other than to the Depositary, the Dealer Manager and the Information Agent) in connection with the solicitation of tenders of Shares pursuant to the Offer. Banks, brokers, dealers and other nominees will, upon request, be reimbursed by the Purchaser for customary mailing and handling expenses incurred by them in forwarding offering materials to their customers.

18.   Miscellaneous.

The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where applicable laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Purchaser by the Dealer Manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by the Purchaser.

No person has been authorized to give any information or to make any representation on behalf of Parent or the Purchaser not contained herein or in the Letter of Transmittal, and, if given or made, such information or representation must not be relied upon as having been authorized. No broker, dealer, bank, trust company,

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fiduciary or other person will be deemed to be the agent of the Purchaser, the Depositary, the Dealer Manager or the Information Agent for the purpose of the Offer.

The Purchaser has filed with the SEC a Tender Offer Statement on Schedule TO pursuant to Rule 14d-3 of the Exchange Act, together with exhibits furnishing certain additional information with respect to the Offer, and may file amendments thereto. In addition, Seller has filed with the SEC a Schedule 14D-9, together with exhibits, pursuant to Rule 14d-9 under the Exchange Act, setting forth the recommendation of the Seller Board with respect to the Offer and the reasons for such recommendation and furnishing certain additional related information. A copy of such documents, and any amendments thereto, may be examined at, and copies may be obtained from, the SEC in the manner set forth under Section 7 — “Certain Information Concerning Seller” above.

Maple Merger Sub, Inc.

December 12, 2008

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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
PARENT AND THE PURCHASER

1. Directors and Executive Officers of Parent.  The following table sets forth the name, present principal occupation or employment and past material occupations, positions, offices or employment for at least the past five years for each director and the name, present principal occupation or employment and material occupations, positions, offices or employment for at least the past five years for each executive officer of Parent. The current business address of each person is One Johnson & Johnson Plaza, New Brunswick, New Jersey 08933, and the current business phone number of each person is (732) 524-0400. Unless otherwise indicated, each such person is a citizen of the United States of America.

	Present Principal Occupation or
Name and Address	Employment; Material Positions Held During the Past Five Years
Mary Sue Coleman, Ph.D.	Director of Parent since 2003. President of the University of Michigan. Served as President of the University of Michigan since August 2002 and is also Professor of Biological Chemistry at the University of Michigan Medical School and Professor of Chemistry at the University of Michigan College of Literature, Science and the Arts. Served as President of the University of Iowa from 1995 to July 2002. Prior to 1995, served as Provost and Vice President for Academic Affairs at the University of New Mexico, Vice Chancellor for Graduate Studies & Research and Associate Provost and Dean of Research at the University of North Carolina at Chapel Hill, and as a member of the Biochemistry faculty and as an administrator at the Cancer Center of the University of Kentucky at Lexington. Also serves as a Fellow of the American Academy of Arts and Sciences and the American Association for the Advancement of Science, as Director of Meredith Corporation and as Trustee of the John S. and James L. Knight Foundation and the Gerald R. Ford Foundation. Member of the Audit and the Science & Technology Advisory Committees of Parent.
James G. Cullen	Director of Parent since 1995. Retired President and Chief Operating Officer of Bell Atlantic Corporation. Held various executive positions at Bell Atlantic Corporation, including Vice Chairman between 1995 and 1998 and President between 1993 and 1995 and served as President and Chief Executive Officer of Bell Atlantic New Jersey, Inc. from 1989 to 1993. Serves as Director of Neustar, Inc., Prudential Financial, Inc., and Eisenhower Medical Center and serves as Director and non-executive Chairman of Agilent Technologies, Inc. Chairman of the Audit Committee and member of the Nominating & Corporate Governance Committee of Parent.
Michael M.E. Johns, M.D.	Director of Parent since 2005. Chancellor of Emory University. Has served since October 2007 as Chancellor of Emory University, where he previously served as Executive Vice President for Health Affairs and Chief Executive Officer of the Robert W. Woodruff Health Sciences Center from 1996 to 2007 and as Chairman of the Board of Emory Healthcare from 1996 to 1997. Served as Dean of the Johns Hopkins School of Medicine and Vice President of the Medical Faculty at Johns Hopkins University from 1990 to 1996 and as Past Chair of the Council of Teaching Hospitals. Fellow of the American Association for the Advancement of Science. Also a member of the Institute of Medicine, a member of the editorial board of the Journal of the American Medical Association (JAMA) and Chairman of the Publication Committee of the journal Academic Medicine. Also Director of Genuine Parts Company. Member of the Compensation & Benefits and the Science & Technology Advisory Committees of Parent.
Arnold G. Langbo	Director of Parent since 1991. Retired Chairman and Chief Executive Officer of Kellogg Company. Served as Chief Executive Officer of Kellogg Company between 1992 and 1999 and as President and Chief Operating Officer of Kellogg Company between 1990 and

I-1

	Present Principal Occupation or
Name and Address	Employment; Material Positions Held During the Past Five Years
	1992. Joined Kellogg Canada Inc. in 1956 and served in a number of management positions in Canada and the United States before being named President of Kellogg International in 1986. Also a Director of The Hershey Company, Weyerhaeuser Company and Whirlpool Corporation. Chairman of the Compensation & Benefits Committee and member of the Nominating & Corporate Governance Committee of Parent.
Susan L. Lindquist, Ph.D.	Director of Parent since 2004. Member of the Whitehead Institute and Professor of Biology at the Massachusetts Institute of Technology. Member of the Whitehead Institute, a non-profit, independent research and educational institution, since 2001 and Director of the Whitehead Institute from 2001 to 2004. Investigator for the Howard Hughes Medical Institute (HHMI) since 2006. Albert D. Lasker Professor of Medical Sciences, Department of Molecular Genetics and Cell Biology at the University of Chicago. Also elected to the American Academy of Arts and Sciences in 1996, the National Academy of Sciences in 1997, the American Philosophical Society in 2003 and the Institute of Medicine in 2006. Member of the Science Advisory Council for the MacArthur Foundation and the Scientific Advisory Board for the Stowers Institute for Medical Research. Co-founder of FoldRx Pharmaceuticals, Inc., a private start-up company. Member of the Science & Technology Advisory and the Public Policy Advisory Committees of Parent.
Leo F. Mullin	Director of Parent since 1999. Retired Chairman and Chief Executive Officer of Delta Air Lines, Inc. Served as Chief Executive Officer of Delta Air Lines, Inc. between 1997 and 2003 and Chairman between 1999 and 2004. Senior Advisor, on a part-time basis, to Goldman Sachs Capital Partners, a private equity fund group. Vice Chairman of Unicom Corporation and its principal subsidiary, Commonwealth Edison Company, from 1995 to 1997. Also held various executive positions in First Chicago Corporation, including President and Chief Operating Officer from 1993 to 1995 and served as Chairman and Chief Executive Officer of American National Bank, a subsidiary of First Chicago Corporation, from 1991 to 1993. Director of ACE Limited and the Juvenile Diabetes Research Foundation. Member of both The Business Council and the Advisory Board of the Carter Center. Chairman of the Public Policy Advisory Committee and member of the Audit Committee of Parent.
William D. Perez	Director of Parent since 2007. President and Chief Executive Officer of the Wm. Wrigley Jr. Company since 2006. Before joining Wrigley, Mr. Perez served as President and Chief Executive Officer of Nike, Inc. and held various positions with S.C. Johnson & Son, Inc., including as its President and Chief Executive Officer for eight years. Director of Wm. Wrigley Jr. Company, the Hispanic Scholarship Fund, the Boys & Girls Club of Chicago and the Grocery Manufacturers Association. Member of the Cornell University Council. Member of the Compensation & Benefits and the Public Policy Advisory Committees of Parent.
Christine A. Poon	Director of Parent since 2005. Vice Chairman of Parent, Worldwide Chairman of the Pharmaceuticals Group of Parent, and Member of the Office of the Chairman of Parent. Joined Parent in 2000 as a Company Group Chairman in the Pharmaceuticals Group. Became Member of the Executive Committee and Worldwide Chairman of the Pharmaceuticals Group in 2001, was named Worldwide Chairman of Medicines & Nutritionals in 2003 and was appointed Vice Chairman in January 2005. Again named Worldwide Chairman of the Pharmaceuticals Group in January 2008. Prior to joining Parent, served in various management positions at Bristol-Myers Squibb Company for 15 years, most recently as

I-2

	Present Principal Occupation or
Name and Address	Employment; Material Positions Held During the Past Five Years
	President of International Medicines from 1998 to 2000 and as President of Medical Devices from 1997 to 1998. Director of Fox Chase Cancer Center and Prudential Financial, Inc. As disclosed in Parent’s Form 8-K dated September 8, 2008, which was filed with the SEC on September 12, 2008, Ms. Poon plans to retire on March 1, 2009 from Parent and Parent’s Board of Directors.
Charles Prince	Director of Parent since 2006. Vice Chairman and Chairman of the Board of Advisors of Stonebridge International LLC since September 2008. Chief Executive Officer of Citigroup Inc. from 2003 to 2007 and Chairman of Citigroup Inc. from 2006 to 2007. Chairman and Chief Executive Officer of Citigroup’s Global Corporate and Investment Bank from 2002 to 2003, Chief Operating Officer from 2001 to 2002, and Chief Administrative Officer from 2000 to 2001. Began his career as an attorney at U.S. Steel Corporation in 1975, and in 1979 joined Commercial Credit Company (a predecessor company to Citigroup) where he held various management positions until 1995, when he was named Executive Vice President. Director of Xerox Corporation. Also Member of the Council on Foreign Relations and The Business Council and Member of Board of Trustees of The Julliard School and the Brookings Institution. Chairman of the Nominating & Corporate Governance Committee and member of the Compensation & Benefits Committee of Parent.
David Satcher, M.D., Ph.D.	Director of Parent since 2002. Director of the Center of Excellence on Health Disparities and Satcher Health Leadership Institute and the Poussaint-Satcher- Cosby Chair in Mental Health at the Morehouse School of Medicine since 2004. Served as Interim President of Morehouse School of Medicine between 2004 and 2006 and Director of the School’s National Center for Primary Care between 2002 and 2004. Served as the 16th Surgeon General of the United States until 2002 and as U.S. Assistant Secretary for Health from 1998 to 2001. Director of the Centers for Disease Control and Prevention and Administrator of the Agency for Toxic Substances and Disease Registry between 1993 and 1998. President of Meharry Medical College between 1982 and 1993. Also Fellow of the American Academy of Family Physicians, the American College of Preventive Medicine and the American College of Physicians. Member of the Boards of Action for Healthy Kids, American Foundation for Suicide Prevention, Kaiser Family Foundation and Task Force for Child Survival and Development. Co-Chair of the Advisory Committee on Public Issues of the Ad Council. Chairman of the Science & Technology Advisory Committee and member of the Public Policy Advisory Committee of Parent.
William C. Weldon	Director of Parent since 2001. Chairman of the Board of Directors and Chief Executive Officer of Parent and Chairman of the Executive Committee of Parent. Mr. Weldon joined Parent in 1971, and served in several sales, marketing and international management positions before becoming President of Ethicon Endo-Surgery in 1992 and Company Group Chairman of Ethicon Endo-Surgery in 1995. Appointed to the Executive Committee and named Worldwide Chairman of the Pharmaceuticals Group in 1998. Director of J.P. Morgan Chase & Co. Also Member of The Business Council and the Sullivan Alliance to Transform America’s Health Profession. Trustee of Quinnipiac University and Member of Liberty Science Center Chairman’s Advisory Council and Chairman of the CEO Roundtable on Cancer.
Donald M. Casey, Jr.	Worldwide Chairman of the Comprehensive Care Group and Member of the Executive Committee of Parent since January 2008. Company Group Chairman of LifeScan and Animas Corp. from 2006 to 2008. Former Company Group

I-3

	Present Principal Occupation or
Name and Address	Employment; Material Positions Held During the Past Five Years
	Chairman for Vision Care franchise of Parent. Mr. Casey joined Parent in 1985 and held various positions in Sales and Marketing and as President of Johnson & Johnson — Merck Joint Venture, President of eJNJ, and Group President, Vistakon.
Dominic J. Caruso	Vice President of Finance and Chief Financial Officer of Parent since 2007. Member of Parent’s Executive Committee. Chief Financial Officer for Centocor, Inc. from 1999 until 2001. Vice President of Finance for Ortho-McNeil Pharmaceutical between 2001 and 2003. Former Vice President, Group Finance for Medical Devices, and member of Medical Devices & Diagnostics Group Operating Committee.
Russel C. Deyo	Vice President, General Counsel and Chief Compliance Officer of Parent and Member of Executive Committee of Parent since 2004. Corporate Vice President, Administration, for Parent between 1996 and 2004. Associate General Counsel of Parent from 1991 to 1996.
Kaye Foster-Cheek	Vice President of Human Resources of Parent and Member of Executive Committee since 2005. Served as Vice President of Human Resources for the Consumer & Personal Care Group of Parent from 2004 to 2005 and as Vice President of Human Resources for the Johnson & Johnson North American Consumer Products Group from 2003 to 2004. Prior to 2003, held various senior Human Resources executive positions with Pfizer Inc.
Colleen Goggins	Worldwide Chairman of the Consumer Group of Parent and Member of Executive Committee since 2001. Since joining Parent in 1981, has served in various positions, including Director of Marketing of J&J GmbH, President of J&J Canada, President of Personal Products Company, President of Consumer Products Company and Company Group Chairman.
Sherilyn McCoy	Worldwide Chairman of the Surgical Care Group Operating Committee and Member of Executive Committee of Parent since 2008. Company Group Chairman and Worldwide Franchise Chairman for Ethicon and Medical Devices & Diagnostics business in Latin America from 2005 to 2008. Joined Parent in 1982 and has held various positions, including Vice President of Research & Development and Global President of Baby and Wound Care franchise.
Nicholas J. Valeriani	Vice President of Strategy & Growth and Member of Executive Committee of Parent since 2007. Joined Parent in 1978 and has held various positions including Worldwide Chairman of Cardiovascular Devices and Diagnostics, Corporate Vice President of Human Resources, Worldwide Chairman of Diagnostics, Company Group Chairman for Parent of Ethicon Endo-Surgery, Inc. and Johnson & Johnson Medical Products Canadian Medical Device & Diagnostic business, President of Ethicon Endo-Surgery and General Manager of Indigo Medical, Inc.

I-4

2. Directors and Executive Officers of the Purchaser. The following table sets forth the name, present principal occupation or employment and past material occupations, positions, offices or employment for at least the past five years for each director and the name, citizenship, business address, business phone number, present principal occupation or employment and material occupations, positions, offices or employment for at least the past five years for each executive officer of the Purchaser. The current business address of each person is Ethicon, Inc., Route 22 West, Somerville, New Jersey 08876, and the current business phone number of each person is (908) 218-0707. Unless otherwise indicated, each such person is a citizen of the United States of America.

	Present Principal Occupation or Employment;
Name and Address	Material Positions Held During the Past Five Years
Gary J. Pruden	Director of the Purchaser. Worldwide President of Ethicon Products. Served as Worldwide President of Ethicon Products since 2006. President of Janssen-Ortho Canada from 2004 to 2006.
Susan E. Morano	Chief Executive Officer of the Purchaser. Worldwide Vice President, New Business Development, of Ethicon, Inc., a subsidiary of Parent. Served as Worldwide Vice President, New Business Development, of Ethicon, Inc. since 2007. Vice President, New Business Development, of Cordis Corporation, a subsidiary of Parent, from 2000 to 2007.
Kenneth J. Tompkins	Chief Financial Officer of Purchaser. Chief Financial Officer of Ethicon, Inc. Served as Chief Financial Officer of Ethicon, Inc. since 2006. Chief Financial Officer of ALZA Corporation from 2003 to 2006.
Richard D. Gooding	Vice President of the Purchaser. Director of New Business Development of Ethicon, Inc. Served as Director of New Business Development of Ethicon, Inc. since 2003.

I-5

Manually signed facsimiles of the Letter of Transmittal, properly completed, will be accepted. The Letter of Transmittal and certificates evidencing Shares and any other required documents should be sent or delivered by each shareholder or its, his or her broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth below.

The Depositary for the Tender Offer is:

Computershare Trust Company, N.A.

If delivering by mail:	If delivering by overnight delivery:
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011	Computershare Trust Company, N.A. c/o Voluntary Corporate Actions Suite V 250 Royall Street Canton, MA 02021

Questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective telephone numbers and addresses set forth below. Questions or requests for assistance or additional copies of this Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may also be obtained from the Information Agent or the Dealer Manager. Shareholders may also contact their broker, dealer, commercial bank or trust company for assistance concerning the Offer.

The Information Agent for the Tender Offer is:

Georgeson Inc.

199 Water Street, 26th Floor

New York, NY 10038-3560

Banks and Brokerage Firms, Please Call:

(212) 440-9800

Shareholders and All Others Call Toll-Free

(800) 213-0475

The Dealer Manager for the Offer is:

Georgeson Securities Corporation

199 Water Street, 26th Floor

New York, NY 10038-3560

Please Call Toll-Free

(800) 445-1790

EX-99.A.1.B

Exhibit (a)(1)(B)

LETTER OF TRANSMITTAL
To Tender Shares of Common Stock

of

MENTOR CORPORATION

at

$31.00 NET PER SHARE

Pursuant to the Offer to Purchase dated December 12, 2008

by

MAPLE MERGER SUB, INC.

a wholly owned subsidiary of

JOHNSON & JOHNSON

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JANUARY 12, 2009, UNLESS THE OFFER IS EXTENDED.

The Depositary for the Tender Offer is:

Computershare Trust Company, N.A.

If delivering by mail:	If delivering by overnight delivery:
Computershare Trust Company, N.A c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011	Computershare Trust Company, N.A. c/o Voluntary Corporate Actions Suite V 250 Royall Street Canton, MA 02021

DESCRIPTION OF SHARES TENDERED
			Shares Tendered
	(Attach additional signed list, if necessary)
			Total Number
			of Shares	Total Number
Name(s) and Address(es) of Registered Holder(s)	Certificate		Represented by	of Shares
(Please fill in, if blank, exactly as name(s) appear(s) on certificate(s))	Number(s)(1)		Certificate(s)(1)	Tendered(2)
		Total Shares
	(1) Need not be completed by shareholders tendering by book-entry transfer.
	(2) Unless otherwise indicated, it will be assumed that all Shares described above are being tendered. See Instruction 4

Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery to the Depositary. You must sign this Letter of Transmittal in the appropriate space provided therefor below, with signature guarantee if required, and complete the substitute W-9 set forth below, if required. The instructions set forth in this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.

The tender offer is not being made to (nor will tender of Shares be accepted from or on behalf of) shareholders in any jurisdiction where it would be illegal to do so.

This Letter of Transmittal is to be used by shareholders of Mentor Corporation (the “Company”), if certificates for Shares (as defined below) are to be forwarded herewith or, unless an Agent’s Message (as defined in Section 2 of the Offer to Purchase) is utilized, if delivery of Shares is to be made by book-entry transfer to an account maintained by the Depositary at the Book-Entry Transfer Facility (as defined in Section 2 of the Offer to Purchase and pursuant to the procedures set forth in Section 3 thereof).

Shareholders whose certificates for Shares (“Share Certificates”) are not immediately available, or who cannot complete the procedure for book-entry transfer on a timely basis, or who cannot deliver all other required documents to the Depositary prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase), must tender their Shares according to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase in order to participate in the Offer. See Instruction 2. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary.

Additional Information if Shares Have Been Lost, Are Being Delivered By Book-Entry Transfer or Are
Being Delivered Pursuant to a Previous Notice of Guaranteed Delivery

If any Share Certificate you are tendering with this Letter of Transmittal has been lost, stolen, destroyed or mutilated, you should contact American Stock Transfer & Trust Company, LLC, as Transfer Agent (the “Transfer Agent”), at (800) 937-5449, regarding the requirements for replacement. You may be required to post a bond to secure against the risk that the Share Certificates may be subsequently recirculated. You are urged to contact the Transfer Agent immediately in order to receive further instructions, for a determination of whether you will need to post a bond and to permit timely processing of this documentation. See Instruction 11.

o	Check here if tendered Shares are being delivered by book-entry transfer made to an account maintained by the Depositary with the Book-Entry Transfer Facility and complete the following (only financial institutions that are participants in the system of any Book-Entry Transfer Facility may deliver Shares by book-entry transfer):
	Name of Tendering Institution­ ­
	DTC Account Number­ ­
	Transaction Code Number­ ­
o	Check here if tendered Shares are being delivered pursuant to a Notice of Guaranteed Delivery previously sent to the Depositary and complete the following:
	Name(s) of Tendering Shareholder(s)­ ­
	Date of Execution of Notice of Guaranteed Delivery­ ­
	Name of Eligible Institution that Guaranteed Delivery­ ­
	If Delivery is by Book-Entry Transfer, Provide the Following:­ ­
	Account Number­ ­
	Transaction Code Number­ ­

NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY.

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Ladies and Gentlemen:

The undersigned hereby tenders to Maple Merger Sub, Inc., a Minnesota corporation (the “Purchaser”) and a wholly owned subsidiary of Johnson & Johnson, a New Jersey corporation (“Parent”), the above described shares of common stock, par value $0.10 per share (the “Shares”) of Mentor Corporation, a Minnesota corporation (the “Company”), pursuant to the Purchaser’s offer to purchase (the “Offer”) all outstanding Shares, at a purchase price of $31.00 per Share, net to the seller in cash, without interest and less any required withholding taxes (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 12, 2008 (the “Offer to Purchase”), and in this Letter of Transmittal.

Upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of any such extension or amendment), and effective upon acceptance for payment of the Shares tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to or upon the order of the Purchaser all right, title and interest in and to all of the Shares that are being tendered hereby (and any and all dividends, distributions, rights, other Shares or other securities issued or issuable in respect thereof on or after the date hereof (collectively, “Distributions”)) and irrevocably constitutes and appoints Computershare Trust Company, N.A. (the “Depositary”) the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares (and any and all Distributions), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver certificates for such Shares (and any and all Distributions) or transfer ownership of such Shares (and any and all Distributions) on the account books maintained by the Book-Entry Transfer Facility (as defined in Section 2 of the Offer to Purchase), together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Purchaser, (ii) present such Shares (and any and all Distributions) for transfer on the books of the Company and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any and all Distributions), all in accordance with the terms of the Offer.

By executing this Letter of Transmittal, the undersigned hereby irrevocably appoints Richard D. Gooding and Allen Y. Kim, and each of them, and any other designees of the Purchaser, the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, (i) to vote at any annual or special meeting of the Company’s shareholders or any adjournment or postponement thereof or otherwise in such manner as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to, (ii) to execute any written consent concerning any matter as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to and (iii) to otherwise act as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to, all of the Shares (and any and all Distributions) tendered hereby and accepted for payment by the Purchaser. This appointment will be effective if and when, and only to the extent that, the Purchaser accepts such Shares for payment pursuant to the Offer. This power of attorney and proxy are irrevocable and are granted in consideration of the acceptance for payment of such Shares in accordance with the terms of the Offer. Such acceptance for payment shall, without further action, revoke any prior powers of attorney and proxies granted by the undersigned at any time with respect to such Shares (and any and all Distributions), and no subsequent powers of attorney, proxies, consents or revocations may be given by the undersigned with respect thereto (and, if given, will not be deemed effective). The Purchaser reserves the right to require that, in order for the Shares to be deemed validly tendered, immediately upon the Purchaser’s acceptance for payment of such Shares, the Purchaser must be able to exercise full voting, consent and other rights with respect to such Shares (and any and all Distributions), including voting at any meeting of the Company’s shareholders.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered hereby (and any and all Distributions) and that, when the same are accepted for payment by the Purchaser, the Purchaser will acquire good, marketable and unencumbered title to such Shares (and any and all Distributions), free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claims. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or the Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby (and any and all Distributions). In addition, the undersigned shall remit and transfer promptly to the Depositary for the account of the Purchaser all Distributions in respect of the Shares tendered hereby, accompanied by appropriate documentation of transfer, and, pending such remittance and transfer or appropriate assurance thereof, the Purchaser shall be entitled to all rights and privileges as owner of each such Distribution and may deduct from the

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purchase price of the Shares tendered hereby the amount or value of such Distribution as determined by the Purchaser in its sole discretion.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

The undersigned hereby acknowledges that delivery of any Share Certificate shall be effected, and risk of loss and title to such Share Certificate shall pass, only upon the proper delivery of such Share Certificate to the Depositary.

The undersigned understands that the valid tender of Shares pursuant to any of the procedures described in the Offer to Purchase and in the Instructions hereto will constitute a binding agreement between the undersigned and the Purchaser upon the terms of and subject to the conditions to the Offer (and if the Offer is extended or amended, the terms of or the conditions to any such extension or amendment).

Unless otherwise indicated under “Special Payment Instructions,” please issue the check for the purchase price of all of the Shares purchased and, if appropriate, return any Share Certificates not tendered or accepted for payment in the name(s) of the registered holder(s) appearing above under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the purchase price of all of the Shares purchased and, if appropriate, return any Share Certificates not tendered or not accepted for payment (and any accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing above under “Description of Shares Tendered.” In the event that the boxes entitled “Special Payment Instructions” and “Special Delivery Instructions” are both completed, please issue the check for the purchase price of all Shares purchased and, if appropriate, return any Share Certificates not tendered or not accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and, if appropriate, return any such certificates (and any accompanying documents, as appropriate) to, the person(s) so indicated. Unless otherwise indicated herein in the box entitled “Special Payment Instructions,” please credit any Shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at the Book-Entry Transfer Facility designated above. The undersigned recognizes that the Purchaser has no obligation, pursuant to the “Special Payment Instructions,” to transfer any Shares from the name of the registered holder thereof if the Purchaser does not accept for payment any of the Shares so tendered.

SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)

To be completed ONLY if the check for the purchase price of Shares accepted for payment and/or Share Certificates not tendered or not accepted are to be issued in the name of someone other than the undersigned.

Issue check and/or Share Certificates to:

Name

(Please Print)

Address

(Include Zip Code)

(Taxpayer Identification or

Social Security No.)

(Also Complete Substitute W-9 Below)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)

To be completed ONLY if the check for the purchase price of Shares accepted for payment and/or Share Certificates not tendered or not accepted are to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown above.

Mail check and/or Share Certificates to:

Name

(Please Print)

Address

(Include Zip Code)

(Taxpayer Identification or

Social Security No.)

(Also Complete Substitute W-9 Below)

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IMPORTANT

SHAREHOLDER: SIGN HERE

(Please complete and return the attached Substitute Form W-9 below)

Signature(s) of Holder(s) of Shares

Dated: ­ ­, 200_

Name(s)

(Please Print)

Capacity (full title) (See Instruction 5)

Address

(Include Zip Code)

Area Code and Telephone No.

Tax Identification or Social Security No. (See Substitute Form W-9 enclosed herewith)

(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.)

Guarantee of Signature(s)
(If Required — See Instructions 1 and 5)

Authorized Signature

Name

Name of Firm

Address

(Include Zip Code)

Area Code and Telephone No.

Dated: ­ ­, 200_

5

INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. Guarantee of Signatures.  No signature guarantee is required on this Letter of Transmittal (a) if this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section, includes any participant in the Book-Entry Transfer Facility’s systems whose name(s) appear(s) on a security position listing as the owner(s) of the Shares) of Shares tendered herewith, unless such registered holder(s) has completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” on the Letter of Transmittal or (b) if such Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program or by any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Exchange Act (each, an “Eligible Institution”). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.

2. Requirements of Tender.  This Letter of Transmittal is to be completed if Share Certificates are to be forwarded herewith or, unless an Agent’s Message is utilized, if tenders are to be made pursuant to the procedure for tender by book-entry transfer set forth in Section 3 of the Offer to Purchase. Share Certificates evidencing tendered Shares, or timely confirmation of a book-entry transfer of Shares (a “Book-Entry Confirmation”) into the Depositary’s account at the Book-Entry Transfer Facility, as well as this Letter of Transmittal (or a manually signed facsimile hereof), properly completed and duly executed, with any required signature guarantees, or an Agent’s Message in connection with a book-entry transfer, and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth herein prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase). Shareholders whose Share Certificates are not immediately available, or who cannot complete the procedure for delivery by book-entry transfer on a timely basis or who cannot deliver all other required documents to the Depositary prior to the Expiration Date, may tender their Shares by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by the Purchaser, must be received by the Depositary prior to the Expiration Date and (iii) the Share Certificates (or a Book-Entry Confirmation) evidencing all tendered Shares, in proper form for transfer, in each case together with this Letter of Transmittal (or a manually signed facsimile hereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry delivery, an Agent’s Message) and any other documents required by this Letter of Transmittal, must be received by the Depositary within three trading days after the date of execution of such Notice of Guaranteed Delivery. If Share Certificates are forwarded separately to the Depositary, a properly completed and duly executed Letter of Transmittal must accompany each such delivery.

The method of delivery of this Letter of Transmittal, Share Certificates and all other required documents, including delivery through the Book-Entry Transfer Facility, is at the option and the risk of the tendering shareholder and the delivery will be deemed made (and the risk of loss and title to the Share Certificates will pass) only when actually received by the Depositary (including, in the case of Book-Entry Transfer, by Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

The Purchaser will not accept any alternative, conditional or contingent tenders, and no fractional Shares will be purchased. By executing this Letter of Transmittal (or facsimile thereof), the tendering shareholder waives any right to receive any notice of the acceptance for payment of the Shares.

3. Inadequate Space.  If the space provided herein is inadequate, the Share Certificate numbers and/or the number of Shares should be listed on a signed separate schedule attached hereto.

4. Partial Tenders.  If fewer than all the Shares represented by any Share Certificate delivered to the Depositary are to be tendered, fill in the number of Shares which are to be tendered in the box entitled “Total Number of Shares Tendered”. In such case, a new certificate for the remainder of the Shares represented by the old certificate will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the appropriate box on this Letter of Transmittal, as promptly as practicable following the expiration or termination of the Offer. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

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5. Signatures on Letter of Transmittal; Stock Powers and Endorsements.

(a) Exact Signatures.  If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Share Certificates without alteration, enlargement or any change whatsoever.

(b) Joint Holders.  If any of the Shares tendered hereby are held of record by two or more persons, all such persons must sign this Letter of Transmittal.

(c) Different Names on Certificates.  If any of the Shares tendered hereby are registered in different names on different certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.

(d) Endorsements.  If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, no endorsements of certificates or separate stock powers are required unless payment of the purchase price is to be made, or Shares not tendered or not purchased are to be returned, in the name of any person other than the registered holder(s). Signatures on any such certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares tendered hereby, certificates must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the certificates for such Shares. Signature(s) on any such certificates or stock powers must be guaranteed by an Eligible Institution. See Instruction 1.

If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Depositary of the authority of such person so to act must be submitted.

6. Stock Transfer Taxes.  Except as otherwise provided in this Instruction 6, the Purchaser or any successor entity thereto will pay all stock transfer taxes with respect to the transfer and sale of any Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if Share Certificate(s) for Shares not tendered or not accepted for payment are to be registered in the name of, any person(s) other than the registered holder(s), or if tendered Share Certificate(s) are registered in the name of any person(s) other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes or other taxes required by reason of the payment to a person other than the registered holder of such Share Certificate (in each case whether imposed on the registered holder(s) or such other person(s)) payable on account of the transfer to such other person(s) will be deducted from the purchase price of such Shares purchased unless evidence satisfactory to the Purchaser of the payment of such taxes, or exemption therefrom, is submitted.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Share Certificate(s) evidencing the Shares tendered hereby.

7. Special Payment and Delivery Instructions.  If a check is to be issued in the name of, and, if appropriate, Share Certificates for Shares not tendered or not accepted for payment are to be issued or returned to, any person(s) other than the signer of this Letter of Transmittal or if a check and, if appropriate, such Share Certificates are to be returned to any person(s) other than the person(s) signing this Letter of Transmittal or to an address other than that shown in this Letter of Transmittal, the appropriate boxes on this Letter of Transmittal must be completed.

8. Substitute Form W-9.  To avoid backup withholding, a tendering shareholder is required to provide the Depositary with a correct Taxpayer Identification Number (“TIN”) on Substitute Form W-9, which is provided under “Important Tax Information” below, and to certify, under penalties of perjury, that such number is correct and that such shareholder is not subject to backup withholding of federal income tax, and that such shareholder is a U.S. person (as defined for U.S. federal income tax purposes). If a tendering shareholder has been notified by the Internal Revenue Service (“IRS”) that such shareholder is subject to backup withholding, such shareholder must cross out item (2) of the Certification box of the Substitute Form W-9, unless such shareholder has since been notified by the IRS that such shareholder is no longer subject to backup withholding. Failure to provide the information on the Substitute Form W-9 may subject the tendering shareholder to federal income tax withholding on the payment of the purchase price of all Shares purchased from such shareholder. If the tendering shareholder has not been issued a TIN and has applied for one

7

or intends to apply for one in the near future, such shareholder should check the box in Part 3 of the Substitute Form W-9, and sign and date the Substitute Form W-9. If the box in Part 3 is checked and the Depositary is not provided with a TIN by the time of payment, the Depositary will withhold a portion of all payments of the purchase price to such shareholder until a TIN is provided to the Depositary.

Certain shareholders (including, among others, all corporations and certain foreign individuals and entities) may not be subject to backup withholding. Foreign shareholders should submit an appropriate and properly completed IRS Form W-8, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. Such shareholders should consult a tax advisor to determine which Form W-8 is appropriate. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for more instructions.

9. Irregularities.  All questions as to purchase price, the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Purchaser in its sole discretion, which determinations shall be final and binding on all parties. The Purchaser reserves the absolute right to reject any or all tenders of Shares it determines not to be in proper form or the acceptance of which or payment for which may, in the opinion of the Purchaser, be unlawful. The Purchaser also reserves the absolute right to waive any of the conditions of the Offer (other than the Minimum Tender Condition (as defined in the Offer to Purchase)) which may only be waived with the consent of the Company and any defect or irregularity in the tender of any particular Shares, and the Purchaser’s interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties. No tender of Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Purchaser shall determine. None of the Purchaser, the Depositary, the Dealer Manager, the Information Agent (as the foregoing are defined in the Offer to Purchase) or any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any such notice.

10. Requests for Additional Copies.  Questions and requests for assistance or additional copies of the Offer to Purchase and this Letter of Transmittal should be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth below.

11. Lost, Destroyed or Stolen Certificates.  If any certificate representing Shares has been lost, destroyed or stolen, the shareholder should promptly notify the Transfer Agent at (800) 937-5449. The shareholder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been followed.

This Letter of Transmittal, properly completed and duly executed, together with certificates representing Shares being tendered (or confirmation of book-entry transfer) and all other required documents, must be received before 12:00 midnight, New York City time, on the Expiration Date, or the tendering shareholder must comply with the procedures for guaranteed delivery.

IMPORTANT TAX INFORMATION

Under federal income tax law, a shareholder who is a U.S. person (as defined for U.S. federal income tax purposes) surrendering Shares must, unless an exemption applies, provide the Depositary (as payer) with the shareholder’s correct TIN on IRS Form W-9 or on the Substitute Form W-9 included in this Letter of Transmittal. If the shareholder is an individual, the shareholder’s TIN is such shareholder’s Social Security number. If the correct TIN is not provided, the shareholder may be subject to a $50 penalty imposed by the IRS and payments of cash to the shareholder (or other payee) pursuant to the Offer may be subject to backup withholding of a portion of all payments of the purchase price.

Certain shareholders (including, among others, corporations and certain foreign individuals and entities) may not be subject to backup withholding and reporting requirements. In order for an exempt foreign shareholder to avoid backup withholding, such person should complete, sign and submit an appropriate Form W-8 signed under penalties of perjury, attesting to his or her exempt status. A Form W-8 can be obtained from the Depositary. Such shareholders should consult a tax advisor to determine which Form W-8 is appropriate. Exempt shareholders, other than foreign shareholders, should furnish their TIN, check the box in Part 4 of the Substitute Form W-9 and sign, date and return the Substitute Form W-9 to the Depositary in order to avoid erroneous backup withholding. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional instructions.

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If backup withholding applies, the Depositary is required to withhold and pay over to the IRS a portion of any payment made to a shareholder. Backup withholding is not an additional tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

Purpose of Substitute Form W-9

To prevent backup withholding on payments that are made to a shareholder with respect to Shares purchased pursuant to the Offer, the shareholder is required to notify the Depositary of the shareholder’s correct TIN by completing the Substitute Form W-9 included in this Letter of Transmittal certifying that (1) the TIN provided on the Substitute Form W-9 is correct (or that such shareholder is awaiting a TIN), (2) the shareholder is not subject to backup withholding because (i) the shareholder is exempt from backup withholding, (ii) the shareholder has not been notified by the IRS that the shareholder is subject to backup withholding as a result of a failure to report all interest and dividends or (iii) the IRS has notified the shareholder that the shareholder is no longer subject to backup withholding and (3) the shareholder is a U.S. person (as defined for U.S. federal income tax purposes).

What Number to Give the Depositary

The tendering shareholder is required to give the Depositary the TIN, generally the Social Security number or employer identification number, of the record holder of the Shares tendered hereby. If the Shares are in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report. If the tendering shareholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, such shareholder should check the box in Part 3 of the Substitute Form W-9, sign and date the Substitute Form W-9 and sign and date the Certificate of Awaiting Taxpayer Identification Number, which appears in a separate box below the Substitute Form W-9. If the box in Part 3 of the Substitute Form W-9 is checked and the Depositary is not provided with a TIN by the time of payment, the Depositary will withhold a portion of all payments of the purchase price, which will be refunded if a TIN is provided to the Depositary within sixty (60) days of the Depositary’s receipt of the Certificate of Awaiting Taxpayer Identification Number. If the Depositary is provided with an incorrect TIN in connection with such payments, the shareholder may be subject to a $50.00 penalty imposed by the IRS.

9

PAYER’S NAME: COMPUTERSHARE TRUST COMPANY, N.A.
SUBSTITUTE FORM W-9	Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.
	CHECK APPROPRIATE BOX: o  Individual/Sole Proprietor o  Corporation o  Partnership o  Other	Social Security Number OR Employer Identification Number
Department of the Treasury Internal Revenue Service	Part 2 — Certification — Under penalties of perjury, I certify that:		Part 3 —  Awaiting TIN  o
Payer’s Request for Taxpayer Identification Number (“TIN”)	(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me);
Please fill in your name and address below.	(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding; and		Part 4 —  Exempt  o
­ ­  Name	(3) I am a U.S. Person (including a U.S. resident alien).
­ ­  Address (Number and Street)  ­ ­  City, State and Zip Code	Certification Instructions — You must cross out Item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such Item (2). If you are exempt from backup withholding, check the box in Part 4 above.
	Signature­ ­		Date­ ­, 200__

NOTE:   FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, a portion of all reportable payments made to me will be withheld, but that such amounts will be refunded to me if I then provide a Taxpayer Identification Number within sixty (60) days.

Signature ­ ­  Date­ ­, 200__

10

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER. Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.

WHAT NAME AND NUMBER TO GIVE THE PAYER

For this type of account:		Give name and SSN of:
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship or single-owner LLC	The owner(3)

For this type of account:		Give name and EIN of:
6.	Sole proprietorship or single-owner LLC	The owner(3)
7.	A valid trust, estate, or pension trust	Legal entity(4)
8.	Corporate or LLC electing corporate status on Form 8832	The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
10.	Partnership or multi-member LLC	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s SSN.
(3)	You must show your individual name and you may also enter your business or “DBA” name on the second name line. You may use either your SSN or EIN (if you have one). If you are a sole proprietor, IRS encourages you to use your SSN.
(4)	List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

Note.   If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

11

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2

OBTAINING A NUMBER

If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from backup withholding on ALL payments include the following:

•  An organization exempt from tax under section 501(a), or an individual retirement plan or a custodial account under Section 403(b)(7).

•  The United States or any agency or instrumentality thereof.

•  A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.

•  A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.

•  An international organization or any agency, or instrumentality thereof.

Payees that may be exempt from backup withholding include the following:

•  A corporation.

•  A financial institution.

•  A registered dealer in securities or commodities registered in the U.S. or a possession of the U.S.

•  A real estate investment trust.

•  A common trust fund operated by a bank under section 584(a).

•  An exempt charitable remainder trust, or a non-exempt trust described in section 4947(a)(1).

•  An entity registered at all times under the Investment Company Act of 1940.

•  A foreign central bank of issue.

•  A futures commission merchant registered with the Commodity Futures Trading Commission.

•  A middleman known in the investment community as a nominee or listed in the most recent publication of the American Society of Corporate Secretaries, Inc. Nominee List.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

•  Payments to nonresident aliens subject to withholding under section 1441.

•  Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner.

•  Payments of patronage dividends where the amount received is not paid in money.

•  Payments made by certain foreign organizations.

Payments of interest not generally subject to backup withholding include the following:

•  Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer.

•  Payments of tax-exempt interest (including exempt-interest dividends under section 852).

•  Payments described in section 6049(b)(5) to non-resident aliens.

•  Payments on tax-free covenant bonds under section 1451.

•  Payments made by certain foreign organizations.

•  Mortgage interest paid to an individual.

Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.

Certain payments, other than interest, dividends, and patronage dividends, that are not subject to information reporting, are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A(a), 6045, and 6050A.

PRIVACY ACT NOTICE — Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold a portion of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

PENALTIES

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER — If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING — If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION — Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Unless otherwise indicated, all references to “section” are to the Internal Revenue Code of 1986, as amended.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

12

The Depositary for the Tender Offer is:
Computershare Trust Company, N.A.

If delivering by mail:	If delivering by overnight delivery
Computershare Trust Company, N.A c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011	Computershare Trust Company, N.A. c/o Voluntary Corporate Actions Suite V 250 Royall Street Canton, MA 02021

Questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective telephone numbers and addresses set forth below. Questions or requests for assistance or additional copies of the Offer to Purchase, this Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Information Agent at the address and telephone numbers set forth below. Shareholders may also contact their broker, dealer, commercial bank or trust company for assistance concerning the Offer.

The Information Agent for the Offer is:

Georgeson Inc.

199 Water Street, 26th Floor

New York, NY 10038-3560

Banks and Brokerage Firms, Please Call:

(212) 440-9800

Shareholders and All Others Call Toll-Free

(800) 213-0475

The Dealer Manager for the Offer is:

Georgeson Securities Corporation

199 Water Street, 26th Floor

New York, NY 10038-3560

Please Call Toll-Free

(800) 445-1790

EX-99.A.1.C

Exhibit (a)(1)(C)

NOTICE OF GUARANTEED DELIVERY
For Tender of Shares of Common Stock
of
MENTOR CORPORATION
at
$31.00 NET PER SHARE
Pursuant to the Offer to Purchase dated December 12, 2008
by
MAPLE MERGER SUB, INC.
a wholly owned subsidiary of
JOHNSON & JOHNSON

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JANUARY 12, 2009, UNLESS THE TENDER OFFER IS EXTENDED.

This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the Offer (defined below) if (i) certificates representing shares of common stock, par value $0.10 per share (the “Shares”), of Mentor Corporation, a Minnesota corporation, are not immediately available, (ii) the procedure for book-entry transfer cannot be completed on a timely basis or (iii) time will not permit all required documents to reach Computershare Trust Company, N.A. (the “Depositary”) prior to the expiration of the Offer. This Notice of Guaranteed Delivery may be delivered by facsimile transmission or mail to the Depositary. See Section 3 of the Offer to Purchase.

The Depositary for the Tender Offer is:
Computershare Trust Company, N.A.

By Mail:		By Overnight Delivery:
Computershare Trust Company, N.A c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011		Computershare Trust Company, N.A. c/o Voluntary Corporate Actions Suite V 250 Royall Street Canton, MA 02021
	By Facsimile: (Eligible Institutions Only) (617) 360-6810
	Confirm Facsimile Receipt by Telephone: (781) 575-2332

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN “ELIGIBLE INSTITUTION” UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE APPROPRIATE LETTER OF TRANSMITTAL.

The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal or an Agent’s Message (as defined in the Offer to Purchase) and certificates for Shares to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.

Ladies and Gentlemen:

The undersigned hereby tenders to Maple Merger Sub, Inc., a Minnesota corporation and a wholly owned subsidiary of Johnson & Johnson, a New Jersey corporation, upon the terms and subject to the conditions set forth in the offer to purchase, dated December 12, 2008 (the “Offer to Purchase”), and the related Letter of Transmittal (such offer, the “Offer”), receipt of which is hereby acknowledged, the number of shares of common stock, par value $0.10 per share (the “Shares”), of Mentor Corporation, a Minnesota corporation, specified below, pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.

Number of Shares and Certificate No(s)
(if available)

o  Check here if Shares will be tendered by book entry transfer.

DTC Account Number: 

Dated:  ­ ­ , 200                    

Name(s) of Record Holder(s):

(Please type or print)

Address(es): 

(Zip Code)

Area Code and Tel. No. 

(Daytime telephone number)

Signature(s): 

GUARANTEE
(Not to be used for signature guarantee)

The undersigned, an Eligible Institution (defined in Section 3 of the Offer to Purchase), hereby (i) represents that the tender of Shares effected hereby complies with Rule 14e-4 under the Securities Exchange Act of 1934, as amended and (ii) guarantees delivery to the Depositary, at one of its addresses set forth above, of certificates representing the Shares tendered hereby, in proper form for transfer, or a confirmation of a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility (defined in Section 2 of the Offer to Purchase), in either case together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or, in the case of a book-entry transfer, an Agent’s Message (defined in Section 2 of the Offer to Purchase), together with any other documents required by the Letter of Transmittal, all within three New York Stock Exchange trading days after the date hereof.

Name of Firm: 

Address: 

(Zip Code)

Area Code and Tel. No.: 

(Authorized Signature)

Name: 

(Please type or print)

Title: 

Date: 

NOTE:   DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

EX-99.A.1.D

Exhibit (a)(1)(D)

Offer To Purchase For Cash

All Outstanding Shares of Common Stock

of

MENTOR CORPORATION

at

$31.00 NET PER SHARE

Pursuant to the Offer to Purchase dated December 12, 2008

by

MAPLE MERGER SUB, INC.

a wholly owned subsidiary of

JOHNSON & JOHNSON

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JANUARY 12, 2009, UNLESS THE OFFER IS EXTENDED.

December 12, 2008

To Our Clients:

Enclosed for your consideration are the Offer to Purchase, dated December 12, 2008 (the “Offer to Purchase”), and the related Letter of Transmittal in connection with the offer (the “Offer”) by Maple Merger Sub, Inc., a Minnesota corporation (the “Purchaser”) and a wholly owned subsidiary of Johnson & Johnson, a New Jersey corporation, to purchase all outstanding shares of common stock, par value $0.10 per share (the “Shares”), of Mentor Corporation, a Minnesota corporation, at a purchase price of $31.00 per Share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions of the Offer.

We or our nominees are the holder of record of Shares held for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.

We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase and the Letter of Transmittal.

Please note carefully the following:

1.	The offer price for the Offer is $31.00 per Share, net to you in cash, without interest and less any required withholding taxes.
2.	The Offer is being made for all outstanding Shares.
3.	The Offer will expire at 12:00 midnight, New York City time, on January 12, 2009 unless the Offer is extended by the Purchaser. Previously tendered Shares may be withdrawn at any time until the Offer has expired and, if the Purchaser has not accepted such Shares for payment by February 9, 2009, such Shares may be withdrawn at any time after that date until the Purchaser accepts Shares for payment.
4.	The Offer is subject to certain conditions described in Section 15 of the Offer to Purchase.
5.	Tendering shareholders who are registered shareholders or who tender their Shares directly to Computershare Trust Company, N.A. (the “Depositary”) will not be obligated to pay any brokerage commissions or fees, solicitation

fees, or, except as set forth in the Offer to Purchase and the Letter of Transmittal, stock transfer taxes on the Purchaser’s purchase of Shares pursuant to the Offer.

If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing, detaching and returning to us the Instruction Form on the detachable part hereof. An envelope to return your instructions to us is enclosed. If you authorize tender of your Shares, all such Shares will be tendered unless otherwise specified on the Instruction Form.

Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit the tender on your behalf before the expiration of the Offer.

The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction.

2

INSTRUCTION FORM

With Respect to the Offer to Purchase for Cash

All Outstanding Shares of Common Stock

of

MENTOR CORPORATION

at

$31.00 NET PER SHARE

Pursuant to the Offer to Purchase dated December 12, 2008

by

MAPLE MERGER SUB, INC.

a wholly owned subsidiary of

JOHNSON & JOHNSON

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated December 12, 2008, and the related Letter of Transmittal, in connection with the offer (the “Offer”) by Maple Merger Sub, Inc., a Minnesota corporation (the “Purchaser”) and a wholly owned subsidiary of Johnson & Johnson, a New Jersey corporation, to purchase all outstanding shares of common stock, par value $0.10 per share (the “Shares”), of Mentor Corporation, a Minnesota corporation, at a purchase price of $31.00 per Share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions of the Offer.

The undersigned hereby instruct(s) you to tender to the Purchaser the number of Shares indicated below or, if no number is indicated, all Shares held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer.

ACCOUNT NUMBER:

NUMBER OF SHARES BEING TENDERED HEREBY:                    SHARES*

The method of delivery of this document is at the election and risk of the tendering shareholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

* Unless otherwise indicated, it will be assumed that all Shares held by us for your account are to be tendered.

Dated:                    , 200  

(Signature(s))

Please Print Name(s)

Address 

Include Zip Code

Area Code and

Telephone No. 

Taxpayer Identification

or Social Security No. 

EX-99.A.1.E

Exhibit (a)(1)(E)

Offer To Purchase For Cash

All Outstanding Shares of Common Stock

of

MENTOR CORPORATION

at

$31.00 NET PER SHARE

Pursuant to the Offer to Purchase dated December 12, 2008

by

MAPLE MERGER SUB, INC.

a wholly owned subsidiary of

JOHNSON & JOHNSON

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JANUARY 12, 2009, UNLESS THE OFFER IS EXTENDED.

December 12, 2008

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

We have been engaged by Maple Merger Sub, Inc., a Minnesota corporation (the “Purchaser”) and a wholly owned subsidiary of Johnson & Johnson, a New Jersey corporation, to act as Dealer Manager in connection with the Purchaser’s offer to purchase (the “Offer”) all outstanding shares of common stock, par value $0.10 per share (the “Shares”), of Mentor Corporation, a Minnesota corporation, at a purchase price of $31.00 per Share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 12, 2008 (the “Offer to Purchase”), and the related Letter of Transmittal enclosed herewith.

For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:

1. The Offer to Purchase;

2. The Letter of Transmittal for your use in accepting the Offer and tendering Shares and for the information of your clients, together with “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” providing information relating to backup federal income tax withholding;

3. A Notice of Guaranteed Delivery to be used to accept the Offer if the Shares and all other required documents cannot be delivered to Computershare Trust Company, N.A. (the “Depositary”) by the Expiration Date (as defined in the Offer to Purchase) or if the procedure for book-entry transfer cannot be completed by the Expiration Date;

4. A form of letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer; and

5. A return envelope addressed to the Depositary for your use only.

Certain conditions to the Offer are described in Section 15 of the Offer to Purchase.

We urge you to contact your clients as promptly as possible. Please note that the Offer will expire at 12:00 midnight, New York City time, on January 12, 2009, unless the Offer is extended. Previously tendered Shares may be withdrawn at any time until the Offer has expired and, if the Purchaser has not accepted such Shares for payment by February 9, 2009, such Shares may be withdrawn at any time after that date until the Purchaser accepts Shares for payment.

For Shares to be properly tendered pursuant to the Offer, (a) the share certificates or confirmation of receipt of such Shares under the procedure for book-entry transfer, together with a properly completed and duly executed Letter of Transmittal, including any required signature guarantees, or an “Agent’s Message” (as defined in the Offer to Purchase) in the case of book-entry transfer, and any other documents required in the Letter of Transmittal, must be timely received by

the Depositary or (b) the tendering shareholder must comply with the guaranteed delivery procedures, all in accordance with the Offer to Purchase and Letter of Transmittal.

The Purchaser will not pay any fees or commissions to any broker or dealer or other person (other than the Depositary and the Information Agent as described in the Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer. The Purchaser will, however, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding materials to their customers. The Purchaser will pay all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, subject to Instruction 6 of the Letter of Transmittal.

Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the Information Agent or the undersigned at the addresses and telephone numbers set forth on the back cover of the Offer to Purchase.

Very truly yours,

Georgeson Securities Corporation

Nothing contained herein or in the enclosed documents shall render you the agent of the Purchaser, the Dealer Manager, the Information Agent or the Depositary or any affiliate of any of them or authorize you or any other person to use any document or make any statement on behalf of any of them in connection with the Offer other than the enclosed documents and the statements contained therein.

EX-99.A.5.B

Exhibit (a)(5)(B)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made only by the Offer to Purchase, dated December 12, 2008, and the related Letter of Transmittal and any amendments or supplements thereto, and is being made to all holders of Shares. The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where applicable laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Purchaser (as defined below) by Georgeson Securities Corporation (the “Dealer Manager”) or one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by the Purchaser.

Notice of Offer to Purchase for Cash

All of the Outstanding Shares of Common Stock

of

MENTOR CORPORATION

at

$31.00 Net Per Share

by

Maple Merger Sub, Inc.

a Wholly Owned Subsidiary

of

JOHNSON & JOHNSON

Maple Merger Sub, Inc., a Minnesota corporation (the “Purchaser”) and a wholly owned subsidiary of Johnson & Johnson, a New Jersey corporation (“Parent”), offers to purchase all outstanding shares of common stock, par value $0.10 per share (the “Shares”), of Mentor Corporation, a Minnesota corporation (the “Company”), at a price of $31.00 per Share, net to the seller in cash, without interest and less any required withholding taxes (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 12, 2008 (the “Offer to Purchase”), and in the related Letter of Transmittal (such offer, the “Offer”).

THE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JANUARY 12, 2009 (WHICH IS THE END OF THE DAY ON JANUARY 12, 2009), UNLESS THE OFFER IS EXTENDED. PREVIOUSLY TENDERED SHARES MAY BE WITHDRAWN AT ANY TIME UNTIL THE OFFER HAS EXPIRED AND, IF THE PURCHASER HAS NOT ACCEPTED SUCH SHARES FOR PAYMENT BY FEBRUARY 9, 2009, SUCH SHARES MAY BE WITHDRAWN AT ANY TIME AFTER THAT DATE UNTIL THE PURCHASER ACCEPTS SHARES FOR PAYMENT.

The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of December 1, 2008 (the “Merger Agreement”), by and among Parent, the Purchaser and the Company. The Offer is conditioned upon, among other things, (i) the satisfaction of the Minimum Tender Condition (as defined below) and (ii) the termination or expiration of the waiting period (and any extension thereof) applicable to the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the obtainment of all applicable foreign antitrust and similar regulatory clearances from the relevant governmental entities.

The term “Minimum Tender Condition” is defined in Section 15 (“Certain Conditions of the Offer”) of the Offer to Purchase and generally requires that the number of outstanding Shares which have been validly tendered and not validly withdrawn prior to the expiration date for the Offer (as it may have been extended or re-extended pursuant to the Merger Agreement), when added to the Shares already owned by Parent and its controlled subsidiaries represents at least a majority of the total number of outstanding Shares on a “fully diluted basis” (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof) on the Expiration Date (as defined below).

The Merger Agreement provides, among other things, that subject to certain conditions, the Purchaser will be merged (the “Merger”) with and into the Company, with the Company continuing as the surviving corporation as a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each Share outstanding immediately prior to the Effective Time (other than (i) Shares directly owned by the Company, Parent or the Purchaser, which will be cancelled and shall cease to exist and (ii) Shares owned by the Company’s shareholders who perfect their dissenters’ rights under Section 302A.471 of the Minnesota Business Corporations Act (the “MBCA”)), will be converted into the right to receive $31.00 (or any other per Share price paid in the Offer) net in cash, without interest and less any required withholding taxes.

The Board of Directors of the Company (i) approved and declared advisable the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement, (ii) declared that it is in the best interests of the shareholders of the Company that the Company enter into the Merger Agreement and consummate the transactions contemplated by the Merger Agreement on the terms and subject to the conditions set forth therein, (iii) declared that the terms of the Offer and the Merger are fair to the Company and the shareholders of the Company and (iv) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and, if required by applicable law, approve and adopt the Merger Agreement.

For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not validly withdrawn as, if and when the Purchaser gives oral or written notice to Computershare Trust Company, N.A. (the “Depositary”) of the Purchaser’s acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the Offer Price for such Shares with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payments from the Purchaser and transmitting such payments to tendering shareholders whose Shares have been accepted for payment. In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates evidencing such Shares or confirmation of a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility (as defined in the Offer to Purchase) pursuant to the procedures set forth in the Offer to Purchase, (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of book-entry transfer, an Agent’s Message (as defined in the Offer to Purchase) and (iii) any other documents required by the Letter of Transmittal.

The term “Expiration Date” means 12:00 midnight, New York City time, on January 12, 2009 (which is the end of the day on January 12, 2009), unless the Purchaser, in accordance with the Merger Agreement, extends the period during which the Offer is open, in which event the term “Expiration Date” means the latest time and date at which the Offer, as so extended, expires.

The Merger Agreement provides that the Purchaser (i) may, in its sole discretion, without the consent of the Company, extend the Offer on one or more occasions for any period, if on any then-scheduled expiration date of the Offer any of the conditions to the Purchaser’s obligation to accept for payment and pay for the Shares validly tendered in the Offer (the “Offer Conditions”) shall not be satisfied or, in the Purchaser’s sole discretion, waived, until such time as such condition or conditions are satisfied or waived and (ii) shall extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to the Offer; provided, however, that in no event will the Purchaser be required to extend the Offer beyond June 1, 2009. The Merger Agreement further provides that (i) if, on any then-scheduled expiration date of the Offer, any of the Offer Conditions other than the Minimum Tender Condition, as set forth in Section 15 (“Certain Conditions of the Offer”) of the Offer to Purchase is not satisfied or, in the Purchaser’s sole discretion, waived, then the Purchaser shall, and Parent shall cause the Purchaser to, extend the Offer on one or more occasions, in consecutive increments of up to ten business days each, until such time as such Offer Conditions are satisfied or, in the Purchaser’s sole discretion, waived

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and (ii) if on any then-scheduled expiration date of the Offer, the Minimum Tender Condition is not satisfied but all of the other Offer Conditions are satisfied or, in the Purchaser’s sole discretion, waived, then the Purchaser shall, and Parent shall cause the Purchaser to, extend the Offer for a period of at least five business days following the then-scheduled expiration date of the Offer, as provided by the terms of the Merger Agreement provision that allows Parent to terminate the Merger Agreement in such circumstance following a notice to Seller and the expiration of such extension period, as more fully described in the termination provisions described in Section 11 (“The Merger Agreement”) of the Offer to Purchase; provided, however, that in no event will the Purchaser be required to extend the Offer beyond June 1, 2009. The termination rights of the parties to the Merger Agreement are as set forth in the Merger Agreement and remain unaffected by the foregoing provisions in the Merger Agreement. Following the Purchaser’s acceptance for payment of Shares pursuant to and subject to the Offer Conditions upon the expiration of the Offer, the Purchaser may, without the consent of the Company, elect to provide for a “subsequent offering period” (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”).

Any extension of the Offer will be followed as promptly as practicable by a public announcement if required. Such announcement will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date, in accordance with the public announcement requirements of Rule 14e-1(d) under the Exchange Act. During any such extension, all Shares previously tendered and not validly withdrawn will remain subject to the Offer, subject to the rights of a tendering shareholder to withdraw such shareholder’s Shares except during a Subsequent Offering Period. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless previously accepted for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any time after February 9, 2009. If the initial offering period has expired and the Purchaser elects to provide for a Subsequent Offering Period, Shares tendered during a Subsequent Offering Period may not be withdrawn. For a withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of the Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such Shares, if different from that of the person who tendered such Shares. If share certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such share certificates, the serial numbers shown on such share certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (as defined in the Offer to Purchase), unless such Shares have been tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Exchange Act. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in the Offer to Purchase, any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares. All questions as to validity, form, eligibility (including time of receipt) and acceptance for payment of any tendered Shares will be determined by the Purchaser, in its sole discretion, which determination shall be final and binding on all parties.

The receipt of cash for Shares in the Offer and the Merger will be a taxable transaction for United States federal income tax and may also be a taxable transaction under applicable state, local or foreign tax laws. Shareholders should consult with their tax advisors as to the particular tax consequences of the Offer and the Merger to them, including the applicability and effect of the alternative minimum tax and any state, local or foreign income and other tax laws and of changes in such tax laws. For a more complete description of certain material United States federal income tax consequences of the Offer and the Merger, see Section 5 — “Certain Material United States Federal Income Tax Consequences” of the Offer to Purchase.

The information required to be disclosed by Paragraph (d)(1) of Rule 14d-6 of the General Rules and Regulations under the Exchange Act is contained in the Offer to Purchase and is incorporated herein by reference. The Company has provided the Purchaser with the Company’s shareholder list and security position listings for the purpose of disseminating the Offer to holders of Shares. The Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares whose names appear on the Company’s shareholder list and will be furnished, for subsequent transmittal to beneficial owners of Shares, to banks, brokers, dealers and other nominees whose names, or the names of whose nominees, appear on the shareholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing.

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THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.

Questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth below. Questions or requests for additional copies of the Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may also be obtained from the Information Agent or the Dealer Manager. Shareholders may also contact their broker, dealer, commercial bank or trust company for assistance concerning the Offer.

The Information Agent for the Offer is:

Georgeson Inc.

199 Water Street, 26th Floor

New York, NY 10038-3560

Banks and Brokerage Firms, Please Call:

(212) 440-9800

Shareholders and All Others Call Toll-Free:

(800) 213-0475

The Dealer Manager for the Offer is:

Georgeson Securities Corporation

199 Water Street, 26th Floor

New York, NY 10038-3560

Please Call Toll-Free:

(800) 445-1790

December 12, 2008

EX-99.A.5.C

Exhibit (a)(5)(C)

Johnson & Johnson
Media Contacts:	Bill Price (732) 524-6623 (732) 668-3735 (m)	Jeffrey J. Leebaw (732) 524-3350 (732) 642-6608 (m)
Investor Contact:	Stan Panasewicz (732) 524-2524	Louise Mehrotra (732) 524-6491

FOR IMMEDIATE RELEASE

Johnson & Johnson Begins Tender Offer to Acquire Mentor Corporation

New Brunswick, N.J. (Dec. 12, 2008) — Johnson & Johnson (NYSE: JNJ) is commencing today, through a new wholly owned subsidiary, Maple Merger, Sub, Inc., a cash tender offer to purchase all outstanding shares of common stock of Mentor Corporation (NYSE: MNT). Johnson & Johnson reported on December 1, 2008 its intent to acquire Mentor.

Upon the successful closing of the tender offer, shareholders of Mentor will receive $31.00 in cash for each share of Mentor common stock tendered in the offer, without interest and less any required withholding taxes. Following the purchase of shares in the tender offer, Mentor will operate as a stand-alone business unit reporting through ETHICON, Inc., a Johnson & Johnson company.

Johnson & Johnson will file today with the Securities and Exchange Commission a tender offer statement on Schedule TO that provides the terms of the tender offer. Mentor will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 that includes the recommendation of Mentor’s board of directors that Mentor shareholders accept the tender offer and tender their shares to Johnson & Johnson. As previously announced, Mentor’s board of directors has approved the transaction.

The tender offer will expire at 12:00 midnight on January 12, 2009 unless extended in accordance with the merger agreement and the applicable rules and regulations of the SEC. The closing of the tender offer is conditioned on the tender of a majority of the outstanding shares of Mentor’s common stock on a fully diluted basis. The closing is also conditioned on clearance under the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions.

About Johnson & Johnson

Caring for the world, one person at a time...inspires and unites the people of Johnson & Johnson. We embrace research and science — bringing innovative ideas, products and services to advance the health and well-being of people. Our 119,400 employees at more than 250 Johnson & Johnson companies work with partners in health care to touch the lives of over a billion people every day, throughout the world.

Additional Information

This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of Mentor Corporation. Johnson & Johnson will file a tender offer statement with the SEC, and will mail an offer to purchase, forms of letter of transmittal and related documents to Mentor shareholders. Mentor will file with the SEC, and will mail to Mentor shareholders, a solicitation/recommendation statement on Schedule 14D-9. These documents contain important information about the tender offer and shareholders of Mentor are urged to read them carefully when they become available.

These documents will be available at no charge at the SEC’s website at www.sec.gov. The tender offer statement and the related materials may be obtained for free by directing a request by mail to Georgeson Inc., 199 Water Street, New York, New York 10038 or by calling toll-free (888) 679-2897. In addition, a copy of the offer to purchase, letter of transmittal and certain other related tender offer documents (once they become available) may be obtained free of charge by directing a request to Johnson & Johnson at www.jnj.com, or Johnson & Johnson, One Johnson & Johnson Plaza, New Brunswick, NJ 08933, Attn: Corporate Secretary’s Office.

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EX-99.D.1

Exhibit (d)(1)

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

Dated as of December 1, 2008

Among

JOHNSON & JOHNSON,

MAPLE MERGER SUB, INC.

And

MENTOR CORPORATION

TABLE OF CONTENTS

		Page
ARTICLE I
The Offer
SECTION 1.01.	The Offer		2
SECTION 1.02.	Company Actions		4
SECTION 1.03.	Top-Up Option		5
ARTICLE II
The Merger
SECTION 2.01.	The Merger		6
SECTION 2.02.	Closing		7
SECTION 2.03.	Effective Time of the Merger		7
SECTION 2.04.	Effects of the Merger		7
SECTION 2.05.	Articles of Incorporation and Bylaws		7
SECTION 2.06.	Directors		7
SECTION 2.07.	Officers		7
ARTICLE III
Effect of the Merger on the Capital Stock of the Constituent Corporations; Exchange of Certificates
SECTION 3.01.	Effect on Capital Stock		8
SECTION 3.02.	Exchange of Certificates		9
ARTICLE IV
Representations and Warranties
SECTION 4.01.	Representations and Warranties of the Company		11
SECTION 4.02.	Representations and Warranties of Parent and Sub		42
ARTICLE V
Covenants Relating to Conduct of Business; No Solicitation
SECTION 5.01.	Conduct of Business		45
SECTION 5.02.	No Solicitation		51

		Page
ARTICLE VI
Additional Agreements
SECTION 6.01.	Preparation of the Proxy Statement; Shareholders’ Meeting		54
SECTION 6.02.	Access to Information; Confidentiality		55
SECTION 6.03.	Commercially Reasonable Efforts		56
SECTION 6.04.	Company Stock Options; Company Restricted Shares; Company PSU Awards; ESPP		57
SECTION 6.05.	Indemnification; Advancement of Expenses; Exculpation and Insurance		59
SECTION 6.06.	Fees and Expenses		60
SECTION 6.07.	Public Announcements		61
SECTION 6.08.	Shareholder Litigation		61
SECTION 6.09.	Employee Matters		61
SECTION 6.10.	Actions with Respect to the Company Convertible Notes		62
SECTION 6.11.	Actions with Respect to Lines of Credit		63
SECTION 6.12.	Directors		63
SECTION 6.13.	Rule 14d-10 Matters		64
ARTICLE VII
Conditions Precedent
SECTION 7.01.	Conditions to Each Party’s Obligation to Effect the Merger		65
ARTICLE VIII
Termination, Amendment and Waiver
SECTION 8.01.	Termination		66
SECTION 8.02.	Effect of Termination		67
SECTION 8.03.	Amendment		67
SECTION 8.04.	Extension; Waiver		67
SECTION 8.05.	Procedure for Termination		68
ARTICLE IX
General Provisions
SECTION 9.01.	Nonsurvival of Representations and Warranties		68
SECTION 9.02.	Notices		68
SECTION 9.03.	Definitions		69
SECTION 9.04.	Interpretation		71
SECTION 9.05.	Consents and Approvals		71
SECTION 9.06.	Counterparts		71
SECTION 9.07.	Entire Agreement; No Third-Party Beneficiaries		72
SECTION 9.08.	GOVERNING LAW		72

-ii-

		Page
SECTION 9.09.	Assignment		72
SECTION 9.10.	Specific Enforcement; Consent to Jurisdiction		72
SECTION 9.11.	Waiver of Jury Trial		73
SECTION 9.12.	Severability		73
Annex I	Index of Defined Terms
Exhibit A	Offer Conditions
Exhibit B	Restated Articles of Incorporation of the Surviving Corporation

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     AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of December 1, 2008, among JOHNSON & JOHNSON, a New Jersey corporation (“Parent”), MAPLE MERGER SUB, INC., a Minnesota corporation and a wholly owned Subsidiary of Parent (“Sub”), and MENTOR CORPORATION, a Minnesota corporation (the “Company”).

          WHEREAS Parent desires to acquire the Company on the terms and subject to the conditions set forth in this Agreement;

          WHEREAS in furtherance of the acquisition of the Company by Parent upon the terms and subject to the conditions set forth in this Agreement, Parent proposes to cause Sub to make a tender offer (as it may be amended from time to time as permitted under this Agreement, the “Offer”) to purchase all of the outstanding shares of common stock, par value $0.10 per share, of the Company (“Company Common Stock”) at a price per share of Company Common Stock of $31.00 (such amount, or any other amount per share paid pursuant to the Offer and this Agreement, the “Offer Price”) net to the seller in cash, without interest, on the terms and subject to the conditions set forth in this Agreement;

          WHEREAS it is proposed that, on the terms and subject to the conditions set forth in this Agreement, following the consummation of the Offer, Sub shall, in accordance with the Minnesota Business Corporation Act (the “MBCA”), merge with and into the Company (the “Merger”), pursuant to which each share of Company Common Stock, other than (i) shares of Company Common Stock directly owned by Parent, Sub or the Company and (ii) the Dissenting Shares, will be converted into the right to receive the Offer Price in cash;

          WHEREAS the Board of Directors of Sub has approved and declared advisable, and the Board of Directors of Parent has approved, this Agreement, the Offer and the Merger on the terms and subject to the conditions set forth in this Agreement;

          WHEREAS the Board of Directors of the Company (i) has determined that the Offer and the Merger are advisable and in the best interest of the Company and its shareholders, (ii) has approved this Agreement, the Offer and the Merger upon the terms and subject to the conditions set forth in this Agreement and (iii) is recommending that the Company’s shareholders accept the Offer, tender their shares of Company Common Stock in the Offer, and, to the extent required by applicable law, approve the Merger and adopt this Agreement; and

          WHEREAS Parent, Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Offer and the Merger and also to prescribe various conditions to the Offer and the Merger.

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          NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, and subject to the conditions set forth herein, the parties hereto agree as follows:

ARTICLE I

The Offer

          SECTION 1.01. The Offer. (a) Subject to the conditions of this Agreement, as promptly as practicable (but in no event later than ten business days) after the date of this Agreement, Sub shall, and Parent shall cause Sub to, commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), the Offer. The obligations of Sub to, and of Parent to cause Sub to, accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject only to the conditions set forth in Exhibit A (the “Offer Conditions”). The initial expiration date of the Offer shall be midnight, New York City time, on the 20th business day following the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Sub expressly reserves the right to, in its sole discretion, waive, in whole or in part, any Offer Condition or modify the terms of the Offer; provided, however, that, without the prior written consent of the Company, Sub shall not (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) change, modify or waive the Minimum Tender Condition, (iv) add to the conditions set forth in Exhibit A or modify any Offer Condition in a manner adverse to the holders of Company Common Stock, (v) except as otherwise provided in this Section 1.01(a), extend the Offer, (vi) change the form of consideration payable in the Offer or (vii) otherwise amend the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding anything in this Agreement to the contrary, and without limiting Parent’s or Sub’s obligations under the following sentence, Sub (A) may, in its sole discretion, without consent of the Company, extend the Offer on one or more occasions for any period, if on any then-scheduled expiration date of the Offer any of the Offer Conditions shall not be satisfied or, in Sub’s sole discretion, waived, until such time as such condition or conditions are satisfied or waived and (B) shall extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to the Offer; provided, however, that in no event shall Sub be required to extend the Offer beyond the Termination Date. Parent and Sub agree that (A) if, on any then-scheduled expiration date of the Offer, any of the Offer Conditions set forth in clauses (ii) through (vi) of Exhibit A is not satisfied or, in Sub’s sole discretion, waived, then Sub shall, and Parent shall cause Sub to, extend the Offer on one or more occasions, in consecutive increments of up to ten business days each, until such time as such Offer Conditions are satisfied or, in Sub’s sole discretion, waived and (B) if, on any then-scheduled expiration date of the Offer, the Minimum Tender Condition is not satisfied but all of the other Offer Conditions set forth in Exhibit A are satisfied or, in Sub’s sole discretion, waived, then Sub shall, and Parent shall cause Sub to, extend the Offer as provided by the terms of Section 8.01(f); provided, however, that in no event shall Sub be required to extend the Offer beyond the Termination Date. On the terms and subject to

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the conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 1.01(d)) all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after the expiration date of the Offer (as it may be extended and re-extended in accordance with this Section 1.01(a)). Acceptance for payment of shares of Company Common Stock pursuant to and subject to the conditions of the Offer upon the expiration of the Offer is referred to in this Agreement as the “Offer Closing”, and the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date”. Sub expressly reserves the right to, in its sole discretion, following the Offer Closing, extend the Offer for a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act, and the Offer Documents may, in Sub’s sole discretion, provide for such a reservation of right. Nothing contained in this Section 1.01(a) shall affect any termination rights in Article VIII.

          (b) On the date of commencement of the Offer, Parent and Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”), and cause the Offer Documents to be disseminated to the shareholders of the Company as and to the extent required by Federal securities laws. The Company shall promptly after the date hereof furnish to Parent and Sub all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents. Each of Parent, Sub and the Company shall promptly correct any information supplied by it for inclusion or incorporation by reference in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the shareholders of the Company, in each case as and to the extent required by applicable Federal securities laws. Parent and Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence and summaries of all material oral communications between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Sub shall provide the Company a reasonable opportunity to review and comment on such Offer Documents or response (including the proposed final version thereof), and Parent and Sub shall give reasonable consideration to any such comments.

          (c) Parent shall provide or cause to be provided to Sub on a timely basis the funds necessary to pay for any shares of Company Common Stock that Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer and shall cause Sub to fulfill all of Sub’s obligations under this Agreement.

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          (d) Parent, Sub, the Surviving Corporation or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer to any holder of shares of Company Common Stock such amounts as Parent, Sub, the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended, and applicable Treasury Regulations issued pursuant thereto (the “Code”), or any provision of state, local or foreign tax law. To the extent that amounts are so withheld and paid over by Parent, Sub, the Surviving Corporation or the Paying Agent to the appropriate taxing authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by Parent, Sub, the Surviving Corporation or the Paying Agent.

          (e) Sub shall timely file with the Commissioner of Commerce of the State of Minnesota a registration statement related to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes (the “Minnesota Registration Statement”) and shall disseminate the Minnesota Registration Statement as required by Chapter 80B of the Minnesota Statutes. Sub shall promptly file with the Commissioner of Commerce of the State of Minnesota all materials referred to in Section 80B.04 of the Minnesota Statutes that Parent and Sub file with the SEC or otherwise make available to the shareholders of the Company.

          SECTION 1.02. Company Actions. (a) The Company hereby approves of and consents to the Offer, the Merger and the other transactions contemplated by this Agreement.

          (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, together with any supplements or amendments thereto, the “Schedule 14D-9”) containing the recommendation described in Section 4.01(d) and shall mail the Schedule 14D-9 to the shareholders of the Company as required by Rule 14d-9 under the Exchange Act. Parent and Sub shall promptly furnish to the Company all information concerning Parent and Sub required by the Exchange Act to be set forth in the Schedule 14D-9. Each of the Company, Parent and Sub shall promptly correct any information supplied by it for inclusion or incorporation by reference in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the shareholders of the Company, in each case as and to the extent required by applicable Federal securities laws. The Company shall promptly notify Parent upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Schedule 14D-9, and shall promptly provide Parent with copies of all correspondence and summaries of all material oral communications between the Company and its representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Schedule 14D-9 (including any amendment or supplement thereto) with the SEC or mailing thereof to the shareholders of the Company, or responding to

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any comments of the SEC with respect to the Schedule 14D-9, the Company shall provide Parent a reasonable opportunity to review and comment on such Schedule 14D-9 or response (including the proposed final version thereof), and the Company shall give reasonable consideration to any such comments. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board of Directors of the Company contained in the Schedule 14D-9.

          (c) In connection with the Offer and the Merger, the Company shall cause its transfer agent to furnish Parent and Sub promptly after the date hereof with mailing labels containing the names and addresses of the record holders of Company Common Stock as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of shareholders, security position listings and computer files and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, and shall furnish to Sub such information and assistance (including updated lists of shareholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to holders of Company Common Stock. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the transactions contemplated by this Agreement, Parent and Sub shall hold in confidence the information contained in any such labels, listings and files in accordance with the requirements of the Confidentiality Agreement dated June 14, 2007, as amended on May 7, 2008 and as further amended on September 4, 2008, between Ethicon, Inc. and the Company (as it may be further amended from time to time, the “Confidentiality Agreement”), shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, destroy all copies of such information then in their possession or control.

          (d) The Company shall promptly file with the Commissioner of Commerce of the State of Minnesota all materials referred to in Section 80B.04 of the Minnesota Statutes that the Company files with the SEC or otherwise makes available to the shareholders of the Company.

          SECTION 1.03. Top-Up Option. (a)The Company hereby grants to Sub an irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.03, to purchase at a price per share equal to the Offer Price paid in the Offer up to that number of newly issued shares of Company Common Stock (the “Top-Up Shares”) equal to the lowest number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Parent and its Subsidiaries at the time of exercise of the Top-Up Option, shall constitute one share more than 90% of the shares of Company Common Stock outstanding immediately after the issuance of the Top-Up Shares on a “fully diluted basis” (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof); provided, however, that the Top-Up Option shall not be exercisable for a number of shares of Company Common Stock in excess of (i) the number of shares of Company Common Stock authorized and unissued or held in the treasury of the Company (giving effect to

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the shares of Company Common Stock issuable pursuant to all then-outstanding stock options, restricted stock units and any other rights to acquire Company Common Stock as if such shares were outstanding) or (ii) 19.90% of the number of outstanding shares of Company Common Stock or voting power of the Company, in each case as of immediately prior to and after giving effect to the issuance of the Top-Up Shares. The Top-Up Option shall be exercisable at any one time following the Offer Closing and prior to the earlier to occur of (a) the Effective Time and (b) the termination of this Agreement in accordance with its terms. The obligation of the Company to issue and deliver the Top-Up Shares upon the exercise of the Top-Up Option is subject only to the condition that no Restraint preventing the exercise of the Top-Up Option or the issuance and delivery of the Top-Up Shares in respect of such exercise shall be in effect.

          (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares comply with all applicable laws, including compliance with an applicable exemption from registration of the Top-Up Shares under the Securities Act. In the event Sub wishes to exercise the Top-Up Option, Sub shall give the Company at least three business days prior written notice, specifying (i) the number of shares of the Company Common Stock directly or indirectly owned by Parent at the time of such notice and (ii) a place and a time for the closing of such purchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. At the closing of the purchase of Top-Up Shares, the purchase price owed by Sub to the Company therefor shall be paid to the Company (i) in cash, by wire transfer or cashier’s check or (ii) by issuance by Sub to the Company of a promissory note on terms reasonably satisfactory to the Company.

          (c) Parent and Sub acknowledge that the Top-Up Shares that Sub may acquire upon exercise of the Top-Up Option will not be registered under the Securities Act, and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Sub agrees that the Top-Up Option and the Top-Up Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof in violation of the Securities Act. Any certificates evidencing the Top-Up Shares shall include any legends required by applicable securities laws.

ARTICLE II

The Merger

          SECTION 2.01. The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the MBCA, Sub shall be merged with and into the Company at the Effective Time. Following the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation in the Merger (the “Surviving Corporation”) and shall succeed to and assume all the rights and obligations of Sub in accordance with the MBCA.

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          SECTION 2.02. Closing. The closing of the Merger (the “Closing”) will take place at 10:00 a.m. on a date to be specified by the parties, which shall be no later than the second business day after satisfaction or (to the extent permitted by law) waiver of the conditions set forth in Article VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by law) waiver of those conditions), at the offices of Cravath, Swaine & Moore LLP, Worldwide Plaza, 825 Eighth Avenue, New York, New York 10019, unless another time, date or place is agreed to in writing by Parent and the Company; provided, however, that if all the conditions set forth in Article VII shall not have been satisfied or (to the extent permitted by law) waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or (to the extent permitted by law) waived. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.

          SECTION 2.03. Effective Time of the Merger. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company shall file with the Secretary of State of the State of Minnesota a certificate of merger (the “Certificate of Merger”) executed and acknowledged by the parties in accordance with the relevant provisions of the MBCA. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Minnesota, or at such later time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being the “Effective Time”).

          SECTION 2.04. Effects of the Merger. The Merger shall have the effects set forth in Section 302A.641 of the MBCA.

          SECTION 2.05. Articles of Incorporation and Bylaws. (a) The Amended and Restated Articles of Incorporation of the Company (the “Company Certificate”) shall be amended at the Effective Time as set forth in Exhibit B and, as so amended, such Company Certificate shall be the Amended and Restated Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.

          (b) The Bylaws of Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.

          SECTION 2.06. Directors. The directors of Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

          SECTION 2.07. Officers. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

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ARTICLE III

Effect of the Merger on the Capital Stock of the
Constituent Corporations; Exchange of Certificates

          SECTION 3.01. Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Parent or Sub:

          (a) Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

          (b) Cancellation of Treasury Stock and Parent-Owned Stock. Each share of Company Common Stock that is directly owned by the Company, Parent or Sub immediately prior to the Effective Time shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor.

          (c) Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 3.01(b) and the Dissenting Shares) shall be converted into the right to receive, in cash and without interest, an amount equal to the Offer Price paid in the Offer (the “Merger Consideration”). At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. As provided in Section 3.02(h), the right of any holder of a Certificate to receive the Merger Consideration shall be subject to and reduced by the amount of any withholding that is required under applicable tax law.

          (d) Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock outstanding immediately prior to the Effective Time and held of record or beneficially by any person who has not voted in favor of approval and adoption of this Agreement and who is entitled to demand and properly demands appraisal of such shares (“Dissenting Shares”) pursuant to, and who complies in all respects with, Sections 302A.471 and 302A.473 of the MBCA (the “Dissenter Rights Statutes”), shall not be converted into or represent the right to receive the Merger Consideration for such Dissenting Shares but instead shall be entitled to payment of the fair value (including interest determined in accordance with Section 302A.473 of the MBCA) of such Dissenting Shares in accordance with the Dissenter Rights Statutes; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to dissent under the Dissenter Rights Statutes, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to

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receive, the Merger Consideration as provided in Section 3.01(c). The Company shall serve prompt notice to Parent of any demands for appraisal of any shares of Company Common Stock received by the Company in accordance with the Dissenter Rights Statutes, withdrawals of such demands and any other instruments served on the Company in relation to the Dissenting Shares or rights under the Dissenter Rights Statutes, and Purchaser shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demand, or agree to do any of the foregoing.

          SECTION 3.02. Exchange of Certificates. (a) Paying Agent. Prior to the Effective Time, Parent shall appoint Computershare Inc. or another comparable bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration. At the Effective Time, Parent shall deposit, or cause the Surviving Corporation to deposit, with the Paying Agent, for the benefit of the holders of Certificates, cash in an amount sufficient to pay the aggregate Merger Consideration required to be paid pursuant to Section 3.01(c) (such cash being hereinafter referred to as the “Exchange Fund”).

          (b) Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record of a Certificate shall, upon surrender to the Paying Agent of such Certificate, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled to receive in exchange therefor the amount of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 3.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if, upon presentation to the Paying Agent, such Certificate is properly endorsed or otherwise in proper form for transfer and the person requesting such payment pays any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establishes to the reasonable satisfaction of Parent that such taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 3.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article III. No

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interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article III.

          (c) No Further Ownership Rights in Company Common Stock. All cash paid upon the surrender of Certificates in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificates. At the close of business on the day on which the Effective Time occurs, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificate is presented to the Surviving Corporation or Paying Agent for any reason, it shall be canceled against delivery of cash to the holder thereof as provided in this Article III.

          (d) Termination of the Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Certificates who have not theretofore complied with this Article III shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim for the Merger Consideration in accordance with this Article III.

          (e) No Liability. None of Parent, Sub, the Company, the Surviving Corporation or the Paying Agent shall be liable to any person in respect of any cash from the Exchange Fund properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificate shall not have been surrendered immediately prior to the date on which any Merger Consideration would otherwise escheat to or become the property of any Governmental Entity, any such Merger Consideration shall, to the extent permitted by applicable law, become the property of Parent, free and clear of all claims or interest of any person previously entitled thereto.

          (f) Investment of Exchange Fund. The Paying Agent shall invest the cash in the Exchange Fund as directed by Parent. Any interest and other income resulting from such investments shall be paid to Parent.

          (g) Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.

          (h) Withholding Rights. Parent, Sub, the Surviving Corporation or the Paying Agent shall be entitled to deduct and withhold from the Merger Consideration or any other consideration otherwise payable pursuant to this Agreement (including any

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payments made in respect of the Dissenting Shares) to any holder of shares of Company Common Stock such amounts as Parent, Sub, the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld and paid over to the appropriate taxing authority by Parent, Sub, the Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by Parent, Sub, the Surviving Corporation or the Paying Agent.

          (i) Tax Treatment. The parties agree and acknowledge that the Merger will be treated as a taxable purchase of the outstanding shares of Company Common Stock for the Merger Consideration (and not as a reorganization, within the meaning of Section 368(a) of the Code) for United States federal, state and local income tax purposes.

ARTICLE IV

Representations and Warranties

          SECTION 4.01. Representations and Warranties of the Company. Except as set forth in the disclosure letter (with specific reference to the particular Section or subsection of this Agreement to which the information set forth in such disclosure letter relates; provided, however, that any information set forth in one section of such disclosure letter shall be deemed to apply to each other Section or subsection thereof or hereof to which its relevance is readily apparent on the face of such information) delivered by the Company to Parent prior to the execution of this Agreement (the “Company Disclosure Letter”), the Company represents and warrants to Parent and Sub as follows:

          (a) Organization, Standing and Corporate Power. Each of the Company and its Subsidiaries has been duly organized, and is validly existing and in good standing (in the jurisdictions that recognize the concept of good standing) under the laws of the jurisdiction of its incorporation or formation, as the case may be, and has all requisite power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as presently conducted and as currently proposed by its management to be conducted, except where the failure to be in good standing, have such power or authority or possess such governmental licenses, permits, authorizations or approvals, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing (in jurisdictions that recognize the concept of good standing) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed or to be in good standing individually or in the aggregate has not had and would not reasonably be

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expected to have a Material Adverse Effect. The Company has made available to Parent, prior to the execution of this Agreement, complete and accurate copies of the Company Certificate and its Bylaws (the “Company Bylaws”), and the comparable organizational documents of each of its Subsidiaries, in each case as amended to the date hereof. The Company has made available to Parent complete and accurate copies of the minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of all meetings of the shareholders of the Company and each of its Subsidiaries, the Boards of Directors of the Company and each of its Subsidiaries and the committees of each of such Boards of Directors, in each case held since April 1, 2006 and prior to the date hereof.

          (b) Subsidiaries. Section 4.01(b) of the Company Disclosure Letter lists as of the date hereof each of the Subsidiaries of the Company and, for each such Subsidiary, the jurisdiction of incorporation or formation and, as of the date hereof, each jurisdiction in which such Subsidiary is qualified or licensed to do business. All the issued and outstanding shares of capital stock of, or other equity interests in, each such Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by the Company free and clear of all pledges, liens, charges, encumbrances or security interests of any kind or nature whatsoever (other than liens, charges and encumbrances for current taxes not yet due and payable) (collectively, “Liens”), and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity interests. Except for the capital stock of, or voting securities or equity interests in, its Subsidiaries, the Company does not own, directly or indirectly, any capital stock of, or other voting securities or equity interests in, any corporation, partnership, joint venture, association or other entity.

          (c) Capital Structure. The authorized capital stock of the Company consists of 150,000,000 shares of Company Common Stock and 25,000,000 shares of preferred stock, par value $0.01 per share (“Company Preferred Stock”). At the close of business on November 28, 2008, (i) 33,777,968 shares of Company Common Stock were issued and outstanding (including 223,385 Company Restricted Shares granted under the Company Stock Plans), (ii) no shares of Company Common Stock were held by the Company in its treasury, (iii) 7,573,117 shares of Company Common Stock were reserved and available for issuance pursuant to the Amended and Restated 2005 Long-Term Incentive Plan of the Company (the “2005 Plan”), the 2007 Strategic Equity Incentive Plan of the Company under the 2005 Plan, the 1991 Long-Term Incentive Plan of the Company and the Employee Stock Purchase Plan of the Company (the “ESPP”, and such plans, collectively, the “Company Stock Plans”), of which 5,084,733 shares of Company Common Stock were subject to outstanding Company Stock Options and 302,160 shares of Company Common Stock were subject to outstanding Company PSU Awards, (iv) 5,206,625 shares of Company Common Stock were reserved and available for issuance upon exercise of the warrants (the “Company Warrants”) granted or issued pursuant to the warrant agreements listed in Section 4.01(c) of the Company Disclosure Letter, true and correct copies of which have been delivered to Parent prior to the date of this Agreement (the “Company Warrant Agreements”), (v) 5,206,625 shares of Company Common Stock were reserved and available for issuance upon conversion of the Company’s outstanding 2.75% Convertible Subordinated Notes due 2024 (the “Company Convertible Notes”) issued pursuant to the Indenture dated as of December 22, 2003

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between the Company and U.S. Bank National Association, as Trustee (the “Company Convertible Notes Indenture”) and (vi) no shares of Company Preferred Stock were issued or outstanding or were held by the Company as treasury shares. Except as set forth above in this Section 4.01(c) and for shares issued or to be issued upon the exercise of the Company Stock Options outstanding on the date hereof and included in clause (iii) of the first sentence of this Section 4.01(c), at the close of business on November 28, 2008, no shares of capital stock or other voting securities or equity interests of the Company were issued, reserved for issuance or outstanding. There are no outstanding shares of Company Common Stock or Company Preferred Stock subject to vesting or restrictions on transfer imposed by the Company, stock appreciation rights, “phantom” stock rights, performance units, rights to receive shares of Company Common Stock on a deferred basis or other rights (other than the Company Stock Options, the Company Restricted Shares, the Company PSU Awards, the Company Convertible Notes and the Company Warrants) that are linked to the value of Company Common Stock (collectively, but exclusive of rights under the ESPP, “Company Stock-Based Awards”). Section 4.01(c) of the Company Disclosure Letter sets forth a complete and accurate list, as of November 28, 2008, of (A) all outstanding options to purchase shares of Company Common Stock (collectively, together with any options granted after November 28, 2008, as permitted by this Agreement, but exclusive of rights under the ESPP, “Company Stock Options”) under the Company Stock Plans or otherwise, the number of shares of Company Common Stock subject thereto, the grant dates, expiration dates, exercise or base prices (if applicable) and vesting schedules thereof and the names of the holders thereof, (B) all shares of Company Common Stock that were outstanding but were subject to vesting or other forfeiture restrictions or were subject to a right of repurchase by the Company at a fixed purchase price as of such time (shares so subject, the “Company Restricted Shares”) under the Company Stock Plans or otherwise, the grant and issuance dates, vesting schedules and repurchase price (if any) thereof and the names of the holders thereof, (C) all outstanding performance stock unit awards in respect of shares of Company Common Stock (collectively, the “Company PSU Awards”) under the Company Stock Plans or otherwise, the number of shares of Company Common Stock subject thereto, the grant dates and vesting schedules thereof and the names of the holders thereof and (D) all outstanding Company Warrants, the number of shares of Company Common Stock subject thereto, the grant dates, expiration dates, exercise price and vesting schedules thereof and the names of the holders thereof. All (i) Company Restricted Shares, (ii) Company Stock Options and (iii) Company PSU Awards are evidenced by stock option agreements, restricted stock award agreements, performance stock unit award agreements or other award agreements, in each case substantially in the forms set forth in Section 4.01(c) of the Company Disclosure Letter, except that the forms of such agreements differ with respect to the number of options, performance stock unit awards or shares covered thereby, the exercise price, regular vesting schedule, repurchase price and expiration date applicable thereto and other similar terms and, except for such differences, no stock option agreement, restricted stock award agreement, performance stock unit award agreement or other award agreement contains terms that are inconsistent in any material respect with, or material terms in addition to, such forms. Each grant of a Company Stock Option was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms to be effective (the

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“Grant Date”) by all necessary corporate action, including, as applicable, approval by the Board of Directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, each such grant was made in accordance with the terms of the applicable compensation plan or arrangement of the Company, the Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of the New York Stock Exchange (the “NYSE”), the per share exercise price of each Company Stock Option was equal to the fair market value (within the meaning of Section 422 of the Code, in the case of each Company Stock Option intended to qualify as an “incentive stock option”, and within the meaning of Section 409A of the Code, in the case of each other Company Stock Option) of a share of Company Common Stock on the applicable Grant Date and each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company SEC Documents in accordance with the Exchange Act and all other applicable laws. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, Company Stock Options prior to, or otherwise knowingly coordinate the grant of Company Stock Options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects. Each Company Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code, if any, so qualifies. As of the close of business on November 28, 2008, there were outstanding Company Stock Options to purchase 1,234,080 shares of Company Common Stock with exercise prices on a per share basis lower than the Merger Consideration, and the weighted average exercise price of such Company Stock Options was equal to $19.897590. 1,249 shares of Company Common Stock were subject to outstanding rights under the ESPP based on payroll information for the period ending September 26, 2008 (assuming the fair market value per share of Company Common Stock determined in accordance with the terms of the ESPP on the last day of the offering period in effect under the ESPP on the date hereof was equal to the Merger Consideration and that payroll deductions continue at the current rate). Each Company Stock Option, each Company Restricted Share and each Company PSU Award may, by its terms, be treated at the Effective Time as set forth in Section 6.04(a)(i), 6.04(a)(ii) or 6.04(a)(iii), as applicable. Each of the Company Warrants has an exercise price in excess of the Offer Price. The Company Warrants terminate and expire in accordance with their terms on January 1, 2009, and no payments in respect of the Company Warrants are payable by the Company or any of its Subsidiaries in respect of the execution and delivery of this Agreement or the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement or in respect of such termination or expiration. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to the Company Stock Options, the Company PSU Awards, rights under the ESPP, the Company Convertible Notes and the Company Warrants will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or, except for the Company Convertible Notes, convertible into,

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or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth above in this Section 4.01(c), as of the date hereof, (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities or equity interests of the Company, (B) any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company or (C) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company and (y) there are not any outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any such securities. Except as set forth above in this Section 4.01(c), as of the date hereof, there are no outstanding (1) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities or equity interests of any Subsidiary of the Company, (2) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of any Subsidiary of the Company or (3) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such outstanding securities of any Subsidiary of the Company or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities of any Subsidiary of the Company.

          (d) Authority; Noncontravention. The Company has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, subject, in the case of the Merger if required by applicable law, to receipt of the Shareholder Approval. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, subject, in the case of the consummation of the Merger if required by applicable law, to receipt of the Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. The Board of Directors of the Company, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) approving and declaring advisable this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (ii) declaring that it is in the best interests of the shareholders of the

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Company that the Company enter into this Agreement and consummate the transactions contemplated by this Agreement on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the terms of the Offer and the Merger are fair to the Company and the shareholders of the Company, (iv) directing that, if required by applicable law, the adoption of this Agreement be submitted as promptly as practicable to a vote at a meeting of the shareholders of the Company and (v) recommending that the shareholders of the Company accept the Offer, tender their shares of Company Common Stock pursuant to the Offer and, if required by applicable law, approve and adopt this Agreement, which resolutions, except to the extent permitted by Section 5.02, have not been subsequently rescinded, modified or withdrawn in any way. A committee of disinterested directors of the Board of Directors of the Company, at a meeting duly called and held, has (i) approved this Agreement and the transactions contemplated by this Agreement (including the Offer and the Merger), which approval, to the extent applicable, constituted approval under the provisions of Sections 302A.011, Subd. 38(h) and 302A.673, Subd. 1 of the MBCA, as a result of which this Agreement and the transactions contemplated by this Agreement (including the Offer and the Merger), are not and will not be subject to the restrictions on control share acquisitions or business combinations under the provisions of Sections 302A.671 and 302A.673, respectively, of the MBCA, and (ii) recommended to the Board of Directors of the Company that the Board of Directors of the Company approve this agreement and the transactions contemplated by this Agreement (including the Offer and the Merger). The execution and delivery of this Agreement by the Company do not, and the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement and compliance by the Company with the provisions of this Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of the Company or any of its Subsidiaries under, (x) the Company Certificate or the Company Bylaws or the comparable organizational documents of any of the Company’s Subsidiaries, (y) any loan or credit agreement, bond, debenture, note, mortgage, indenture, lease, supply agreement, license agreement, development agreement, distribution agreement or other legally binding contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, franchise or license, whether oral or written (each, including all amendments thereto, a “Contract”), to which the Company or any of its Subsidiaries is a party or any of their respective properties or other assets is subject or (z) subject (1) in the case of the Merger if required by applicable law, to obtaining receipt of the Shareholder Approval and (2) to the governmental filings and the other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or other assets or (B) order, writ, injunction, decree, judgment or stipulation, in each case applicable to the Company or any of its Subsidiaries or their respective properties or other assets, other than, in the case of clauses (y) and (z), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with,

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any Federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission or authority (each, a “Governmental Entity”) is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form by the Company under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (including the rules and regulations promulgated thereunder, the “HSR Act”), and the receipt, termination or expiration, as applicable, of approvals or waiting periods required under the HSR Act or any other applicable competition, merger control, antitrust or similar law or regulation, (2) the filing with the SEC of (A) the Schedule 14D-9, (B) if required by applicable law, a proxy statement relating to the adoption by the shareholders of the Company of this Agreement (as amended or supplemented from time to time, the “Proxy Statement”), (C) an information statement required in connection with the Offer under Rule 14f-1 under the Exchange Act (as amended or supplemented from time to time, the “Information Statement”) and (D) such reports under the Exchange Act as may be required in connection with this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (3) the filing of the Certificate of Merger with the Secretary of State of the State of Minnesota and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, (4) any filings required under the rules and regulations of the NYSE, (5) any filings as may be required under the MBCA or Chapter 80B of the Minnesota Statutes in connection with the transactions contemplated by this Agreement and (6) such other consents, approvals, orders, authorizations, actions, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect.

          (e) Company SEC Documents. (i) The Company has filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed by the Company since April 1, 2006 (such documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K, the “Company SEC Documents”). As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder, the “Securities Act”), the Exchange Act, and the Sarbanes-Oxley Act of 2002 (including the rules and regulations promulgated thereunder, “SOX”) applicable to such Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, amended, supplemented or superseded by a later-filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, which individually or

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in the aggregate would require an amendment, supplement or corrective filing to any such Company SEC Document. Each of the financial statements (including the related notes) of the Company included in the Company SEC Documents complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of filing, has been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as disclosed in the Company SEC Documents filed by the Company and publicly available prior to the date of this Agreement (the “Filed Company SEC Documents”), neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a Material Adverse Effect. None of the Subsidiaries of the Company is, or has at any time been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

     (ii) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any of its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.

     (iii) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (B) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (C) that receipts and expenditures of the Company are being made only in accordance with the authorization of management and directors of the Company and (D) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements.

     (iv) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of the Company are designed to ensure

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that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.

     (v) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s published financial statements or other Company SEC Documents.

     (vi) Since April 1, 2006, the Company has not received any oral or written notification of any (x) “significant deficiency” or (y) “material weakness” in the Company’s internal control over financial reporting. There is no outstanding “significant deficiency” or “material weakness” which the Company’s independent accountants certify has not been appropriately and adequately remedied by the Company. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Release 2004-001 of the Public Company Accounting Oversight Board, as in effect on the date hereof.

          (f) Information Supplied. None of the information included or incorporated by reference in the Schedule 14D-9, the Information Statement or the Proxy Statement (and none of the information supplied or to be supplied by or on behalf of the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents or in the Minnesota Registration Statement and any amendment thereof or supplement thereto will, (i) in the case of the Schedule 14D-9, the Information Statement and the Offer Documents, at the respective times the Schedule 14D-9, the Information Statement and the Offer Documents are filed with the SEC or first published, sent or given to the shareholders of the Company, (ii) in the case of the Minnesota Registration Statement and any amendment thereof or supplement thereto, at the time the Minnesota Registration Statement or such amendment or supplement is filed with the Commissioner of Commerce of the State of Minnesota and at any time of distribution or dissemination thereof to the shareholders of the Company or (iii) in the case of the Proxy Statement, at

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the date it is first mailed to the shareholders of the Company and at the time of the Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Schedule 14D-9, the Information Statement or the Proxy Statement based on information supplied by or on behalf of Parent or Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Information Statement and the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act.

          (g) Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement and except as disclosed in the Filed Company SEC Documents or as expressly permitted or contemplated by this Agreement, since the date of the most recent financial statements included in the Filed Company SEC Documents, the Company and its Subsidiaries have conducted their respective businesses only in the ordinary course consistent with past practice, and there has not been any Material Adverse Change, and from such date until the date hereof there has not been (i) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any capital stock of the Company or any of its Subsidiaries, other than any declaration setting aside or payment from a wholly owned Subsidiary of the Company to the Company in the ordinary course of business consistent with past practice, (ii) any purchase, redemption or other acquisition by the Company or any of its Subsidiaries of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (iii) any split, combination or reclassification of any capital stock of the Company or any of its Subsidiaries or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of their respective capital stock, (iv) (A) any granting by the Company or any of its Subsidiaries to any current or former director, officer, employee or consultant of the Company or any of its Subsidiaries (each a “Participant”) of any increase in compensation, bonus or fringe or other benefits or any granting of any type of compensation or benefits to any Participant not previously receiving or entitled to receive such type of compensation or benefit, except (1) in the case of employees and consultants who are neither directors nor officers, for normal increases in cash compensation in the ordinary course of business consistent with past practice or (2) as was required under any Company Benefit Agreement or Company Benefit Plan in effect as of the date of the most recent financial statements included in the Filed Company SEC Documents, (B) any granting by the Company or any of its Subsidiaries to any Participant of any right to receive any increase in change of control, severance or termination pay, (C) any entry by the Company or any of its Subsidiaries into, or any amendment or termination of (1) any employment, deferred compensation, consulting, severance, change of control, termination, retention, indemnification, loan or similar agreement between the Company or any of its Subsidiaries, on the one hand, and any Participant, on the other hand, or (2) any agreement between the Company or any of its Subsidiaries, on the one hand, and any Participant, on the other hand, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company

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of a nature contemplated by this Agreement (all such agreements under this clause (C), collectively, “Company Benefit Agreements”), (D) any payment of any benefit under, or the grant of any award under, or any amendment to, or termination of, any bonus, incentive, performance or other compensation plan or arrangement, Company Benefit Agreement or Company Benefit Plan (including in respect of Company Stock Options, Company Restricted Shares, Company PSU Awards, Company Stock-Based Awards, “phantom” stock, stock appreciation rights, restricted stock, “phantom” stock rights, restricted stock units, deferred stock units, other equity or equity-based compensation, performance stock units or other stock-based or stock-related awards or the removal or modification of any restrictions in any Company Benefit Agreement or Company Benefit Plan or awards made thereunder) except as required to comply with applicable Legal Provisions or any Company Benefit Agreement or Company Benefit Plan in effect as of the date of the most recent financial statements included in the Filed Company SEC Documents, (E) the taking of any action to fund or in any other way secure the payment of compensation or benefits under any Company Benefit Plan or Company Benefit Agreement or (F) the taking of any action to accelerate the vesting or payment of any compensation or benefits under any Company Benefit Plan or Company Benefit Agreement, (v) any damage, destruction or loss to any asset of the Company or any of its Subsidiaries, whether or not covered by insurance, that individually or in the aggregate has had or would reasonably be expected to have a Material Adverse Effect, (vi) any change in accounting methods, principles or practices by the Company materially affecting its assets, liabilities or businesses, except insofar as may have been required by a change in GAAP or (vii) any material tax election or change in such election, any change in material method of accounting for tax purposes or any settlement or compromise of any material income tax liability.

          (h) Litigation. Except as disclosed in the Filed Company SEC Documents, there is no suit, action or proceeding pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries or any of their respective assets that individually or in the aggregate has had or would reasonably be expected to have a Material Adverse Effect, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against, or, to the Knowledge of the Company, investigation by any Governmental Entity involving, the Company or any of its Subsidiaries or any of their respective assets that individually or in the aggregate has had or would reasonably be expected to have a Material Adverse Effect.

          (i) Contracts. (i) Except as disclosed in the Filed Company SEC Documents and except with respect to licenses and other agreements relating to intellectual property, which are the subject of Section 4.01(p), as of the date hereof, neither the Company nor any of its Subsidiaries is a party to, and none of their respective properties or other assets is subject to, any Contract that is of a nature required to be filed as an exhibit to a report or filing under the Securities Act or the Exchange Act and the rules and regulations promulgated thereunder. None of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto is in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) any

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Contract, to which it is a party or by which it or any of its properties or other assets is bound, except for violations or defaults that individually or in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has entered into any Contract with any Affiliate of the Company that is in effect as of the date hereof other than Contracts that are disclosed in the Filed Company SEC Documents. Neither the Company nor any of its Subsidiaries is a party to or otherwise bound by any agreement or covenant (A) restricting in any material respect the Company’s or its Subsidiaries’ ability to compete, (B) restricting in any respect the Company’s Affiliates’ ability to compete (other than the Company’s Subsidiaries), (C) restricting in any material respect the research, development, distribution, sale, supply, license, marketing or manufacturing of products or services of the Company or any of its Subsidiaries, (D) restricting in any respect the research, development, distribution, sale, supply, license, marketing or manufacturing of products or services of any of the Company’s Affiliates (other than the Company’s Subsidiaries) or (E) containing a right of first refusal, right of first negotiation or right of first offer in favor of a party other than the Company or its Subsidiaries.

     (ii) Each Participant who has proprietary knowledge of or information relating to the material elements of the design, the manufacturing processes or the formulation of the products of the Company or any of its Subsidiaries has executed and delivered to the Company or the applicable Subsidiary of the Company an agreement or agreements, substantially in the form(s) set forth in Section 4.01(i)(ii) of the Company Disclosure Letter restricting such person’s right to use and disclose confidential information of the Company or any of its Subsidiaries.

          (j) Compliance with Laws; Environmental Matters. (i) Except with respect to Environmental Laws, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and taxes, which are the subjects of Sections 4.01(j)(ii), 4.01(l) and 4.01(n), respectively, and except as set forth in the Filed Company SEC Documents, each of the Company and its Subsidiaries is in compliance with all statutes, laws, ordinances, rules, regulations, judgments, orders and decrees of any Governmental Entity applicable to it, its properties or other assets or its business or operations (collectively, “Legal Provisions”), except for failures to be in compliance that individually or in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect. Except with respect to Regulatory Permits, which are the subject of Section 4.01(v)(viii), each of the Company and its Subsidiaries has in effect all approvals, authorizations, certificates, filings, franchises, licenses, notices and permits of or with all Governmental Entities (collectively, “Permits”), necessary for it to own, lease and operate its properties and other assets and to carry on its business and operations as presently conducted and as currently proposed by its management to be conducted, except where the failure to have such Permits individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. There has occurred no default under, or violation of, any such Permit, except for any such default or violation that individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. The consummation of the Offer or the Merger, in and of itself, would not cause the revocation or cancellation of any such

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Permit that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect. No action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any other person, in each case with respect to the Company or any of its Subsidiaries or any of their respective properties or other assets under any Legal Provision, is pending, or to the Knowledge of the Company, is threatened, except, in each case, as individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect.

     (ii) Except for those matters disclosed in the Filed Company SEC Documents: (A) each of the Company and its Subsidiaries is, and has been, in compliance in all material respects with all Environmental Laws and has obtained and complied with all material Permits required under any Environmental Laws to own, lease or operate its properties or other assets and to carry on its business and operations as presently conducted; (B) there have been no Releases of Hazardous Materials in, on, under or affecting any properties currently or formerly owned, leased or operated by the Company or any of its Subsidiaries that would require any material investigation or clean-up under Environmental Laws; (C) there is no material investigation, suit, claim, action or proceeding pending, or to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries relating to or arising under Environmental Laws, and neither the Company nor any of its Subsidiaries has received any notice of any such investigation, suit, claim, action or proceeding; (D) neither the Company nor any of its Subsidiaries is subject to any material restriction on the sale or distribution of its products as a result of any existing or pending (but not yet final) requirement of Environmental Law, and such products are not subject to any material restriction regarding post-consumer use, handling or recycling; (E) neither the Company nor any of its Subsidiaries has entered into or assumed, by contract or operation of law or otherwise, any material obligation, liability, order, settlement, judgment, injunction or decree relating to or arising under Environmental Laws; and (F) there are no facts, circumstances or conditions, and there has been no exposure to Hazardous Materials, that would reasonably be expected to form the basis for any material investigation, suit, claim, action, proceeding or liability against or affecting the Company or any of its Subsidiaries relating to or arising under Environmental Laws. The term “Environmental Laws” means all applicable Federal, state, local and foreign laws (including common law), statutes, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices, Permits, treaties or binding agreements issued, promulgated or entered into by any Governmental Entity, relating in any way to the environment, the climate, pollution, the preservation or reclamation of natural resources, the protection of endangered species or human health or safety. The term “Hazardous Materials” means any chemical, material, substance, waste, pollutant or contaminant that is prohibited, limited or regulated by or pursuant to any Environmental Law, including certain metals (e.g., lead, mercury or cadmium), petroleum products and by-products, asbestos and asbestos-containing materials, urea formaldehyde foam insulation, medical or infectious wastes, polychlorinated biphenyls, radon gas, radioactive substances, chlorofluorocarbons and all other ozone-depleting substances. The term “Release” means any spilling,

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leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, evaporating, leaching, dumping, disposing or migrating into or through the environment or any natural or man-made structure.

          (k) Absence of Changes in Company Benefit Plans; Labor Relations. Except as disclosed in the Filed Company SEC Documents or as expressly permitted or contemplated by this Agreement, since the date of the most recent financial statements included in the Filed Company SEC Documents, there has not been any adoption, amendment or termination by the Company or any of its Subsidiaries of any collective bargaining agreement or any employment, bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock appreciation, restricted stock, stock option, “phantom” stock, other equity or equity-based compensation, performance, retirement, thrift, savings, stock bonus, paid time off, perquisite, fringe benefit, vacation, change of control, severance, retention, disability, death benefit, hospitalization, medical, welfare benefit or other plan, program, policy, arrangement, agreement or understanding (whether or not legally binding) sponsored, maintained, contributed to or required to be sponsored, maintained or contributed to by the Company or any of its Subsidiaries or any other person or entity that, together with the Company, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Commonly Controlled Entity”), in each case providing benefits to any Participant, but not including any Company Benefit Agreement (collectively, the “Company Benefit Plans”), or any material change in any actuarial or other assumption used to calculate funding obligations with respect to any Company Pension Plans, or any change in the manner in which contributions to any Company Pension Plans are made or the basis on which such contributions are determined, other than amendments or other changes as required to ensure that such Company Pension Plan is not then out of compliance with applicable Legal Provisions, or reasonably determined by the Company to be necessary or appropriate to preserve the qualified status of a Company Pension Plan under Section 401(a) of the Code. Except as disclosed in the Filed Company SEC Documents, as of the date hereof, there exist no currently binding Company Benefit Agreements, other than agreements that provide for at-will employment and under which neither the Company nor any of its Subsidiaries has or would reasonably be expected to have any material liability in respect of severance, termination, retention, change in control, relocation or similar compensation or benefits or any other material liability (other than for base salary) with respect to individuals whose annual base salary is greater than $100,000. As of the date hereof, there are no collective bargaining or other labor union agreements to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound. As of the date hereof, none of the employees of the Company or any of its Subsidiaries are represented by any union with respect to their employment by the Company or such Subsidiary. As of the date hereof, since April 1, 2006, neither the Company nor any of its Subsidiaries has experienced any labor disputes, union organization attempts or work stoppages, slowdowns or lockouts due to labor disagreements.

          (l) ERISA Compliance. (i) Section 4.01(l)(i) of the Company Disclosure Letter contains a complete and accurate list as of the date hereof of each

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Company Benefit Plan that is an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) (sometimes referred to herein as a “Company Pension Plan”), each Company Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) and all other Company Benefit Plans and Company Benefit Agreements. The Company has made available to Parent complete and accurate copies of (A) each Company Benefit Plan and Company Benefit Agreement (or, in the case of any unwritten Company Benefit Plans or Company Benefit Agreements, written descriptions thereof), (B) the two most recent annual reports on Form 5500 required to be filed with the Internal Revenue Service (the “IRS”) with respect to each Company Benefit Plan (if any such report was required under applicable law), (C) the most recent summary plan description for each Company Benefit Plan for which a summary plan description is required under applicable law and (D) each trust agreement and insurance or group annuity contract relating to any Company Benefit Plan that has a trust agreement or insurance or group annuity. Each Company Benefit Plan has been administered in all material respects in accordance with its terms. The Company, its Subsidiaries and all the Company Benefit Plans are all in compliance in all material respects with the applicable provisions of ERISA, the Code and all other applicable laws, including laws of foreign jurisdictions, and the terms of all collective bargaining agreements.

     (ii) All Company Pension Plans intended to be tax-qualified have received favorable determination letters from the IRS with respect to all tax law changes with respect to which the IRS is currently willing to provide a determination letter, to the effect that such Company Pension Plans are qualified and exempt from Federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, no such determination letter has been revoked (nor, to the Knowledge of the Company, has revocation been threatened) and no event has occurred since the date of the most recent determination letter or application therefor relating to any such Company Pension Plan that would reasonably be expected to adversely affect the qualification of such Company Pension Plan or materially increase the costs relating thereto or require security under Section 307 of ERISA. All Company Pension Plans required to have been approved by any foreign Governmental Entity have been so approved, no such approval has been revoked (nor, to the Knowledge of the Company, has revocation been threatened) and no event has occurred since the date of the most recent approval or application therefor relating to any such Company Pension Plan that would reasonably be expected to materially affect any such approval relating thereto or materially increase the costs relating thereto. The Company has made available to Parent a complete and accurate copy of the most recent determination letter received prior to the date hereof with respect to each Company Pension Plan, as well as a complete and accurate copy of each pending application for a determination letter, if any. The Company has also made available to Parent a complete and accurate list of all amendments to any Company Pension Plan in effect as of the date hereof as to which a favorable determination letter has not yet been received.

     (iii) Neither the Company nor any Commonly Controlled Entity (A) has sponsored, maintained, contributed to or been required to contribute to

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any Company Benefit Plan that is subject to Title IV of ERISA or that is otherwise a defined benefit pension plan or (B) has any unsatisfied liability under Title IV of ERISA.

     (iv) All reports, returns and similar documents with respect to all Company Benefit Plans required to be filed with any Governmental Entity or distributed to any Company Benefit Plan participant have been duly and timely filed or distributed in all material respects. None of the Company or any of its Subsidiaries has received notice of, and to the Knowledge of the Company, there are no investigations by any Governmental Entity with respect to, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Company Benefit Plans), suits or proceedings against or involving any Company Benefit Plan or asserting any rights or claims to benefits under any Company Benefit Plan that would give rise to any material liability (except claims for benefits payable in the normal operation of the Company Benefit Plan), and, to the Knowledge of the Company, there are not any facts that could give rise to any material liability in the event of any such investigation, claim, suit or proceeding.

     (v) All contributions, premiums and benefit payments under or in connection with the Company Benefit Plans that are required to have been made as of the date hereof in accordance with the terms of the Company Benefit Plans have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference into the Filed Company SEC Documents. Neither any Company Pension Plan nor any single employer plan of any Commonly Controlled Entity has an “accumulated funding deficiency” or has failed to meet any “minimum funding standards”, as applicable (as such terms are defined in Section 302 of ERISA or Section 412 of the Code), whether or not waived.

     (vi) With respect to each Company Benefit Plan, (A) there has not occurred any prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) in which the Company or any of its Subsidiaries or any of their respective employees, or, to the Knowledge of the Company, any trustee, administrator or other fiduciary of such Company Benefit Plan, or any agent of the foregoing, has engaged that would reasonably be expected to subject the Company or any of its Subsidiaries or any of their respective employees, or, to the Knowledge of the Company, a trustee, administrator or other fiduciary of any trust created under any Company Benefit Plan, to a tax or penalty on prohibited transactions imposed by Section 4975 of the Code or the sanctions imposed under Title I of ERISA or any applicable law and (B) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any trustee, administrator or other fiduciary of any Company Benefit Plan nor any agent of any of the foregoing, has engaged in any transaction or acted in a manner, or failed to act in a manner, that would reasonably be expected to subject the Company or any of its Subsidiaries or, to the Knowledge of the Company, any trustee, administrator or other fiduciary, to any liability for breach of fiduciary duty under ERISA or any

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other applicable law. During the last five years, no Company Benefit Plan or related trust has been terminated, nor has there been any “reportable event” (as that term is defined in Section 4043 of ERISA) for which the 30-day reporting requirement has not been waived with respect to any Company Benefit Plan, and no notice of a reportable event will be required to be filed in connection with the transactions contemplated by this Agreement.

     (vii) Section 4.01(l)(vii) of the Company Disclosure Letter discloses whether each Company Benefit Plan and each Company Benefit Agreement that is an employee welfare benefit plan is (A) unfunded or self-insured, (B) funded through a “welfare benefit fund”, as such term is defined in Section 419(e) of the Code, or other funding mechanism, or (C) insured. Each such employee welfare benefit plan may be amended or terminated (including with respect to benefits provided to retirees and other former employees) without material liability (other than benefits then payable under such plan without regard to such amendment or termination) to the Company or any of its Subsidiaries at any time after the Effective Time. Each of the Company and its Subsidiaries complies in all material respects with the applicable requirements of Section 4980B(f) of the Code, Sections 601-609 of ERISA or any similar state or local law with respect to each Company Benefit Plan that is a group health plan, as such term is defined in Section 5000(b)(1) of the Code or such state or local law. Neither the Company nor any of its Subsidiaries has any material obligations for post-termination health or life insurance benefits under any Company Benefit Plan or Company Benefit Agreement (other than for continuation coverage required under Section 4980B(f) of the Code and any similar state or local law).

     (viii) None of the execution and delivery of this Agreement, the obtaining of the Shareholder Approval or the consummation of the Offer or the Merger or any other transaction expressly contemplated by this Agreement (including as a result of any termination of employment on or following the Effective Time) will, except as expressly contemplated by this Agreement, (A) entitle any Participant to severance, termination, retention, change in control or similar compensation or benefits, (B) accelerate the time of payment or vesting, or trigger any payment or funding (through a grantor trust or otherwise) of, compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to any Company Benefit Plan or Company Benefit Agreement or (C) result in any breach or violation of, or a default under, any Company Benefit Plan or Company Benefit Agreement. The total amount of all payments and the fair market value of all non-cash benefits (other than the payments provided pursuant to Section 6.04) that may become payable or provided any Participant under the Company Benefit Plans and Company Benefit Agreements (assuming for such purpose that such individuals’ employment were terminated immediately following the Effective Time as if the Effective Time were the date hereof) will not exceed the amount set forth with respect to such Participant in Section 4.01(l)(viii) of the Company Disclosure Letter.

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     (ix) No persons engaged to provide services to the Company or any of its Subsidiaries as consultants or independent contractors could reasonably be deemed to be misclassified as employees of the Company or any of its Subsidiaries.

     (x) No deduction by the Company or any of its Subsidiaries in respect of any “applicable employee remuneration” (within the meaning of Section 162(m) of the Code) has been disallowed or is subject to disallowance by reason of Section 162(m) of the Code.

     (xi) Each Company Benefit Plan and each Company Benefit Agreement that is a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code (a “Nonqualified Deferred Compensation Plan”) subject to Section 409A of the Code has been operated in compliance with Section 409A of the Code since January 1, 2005, based upon a good faith, reasonable interpretation of (A) Section 409A of the Code and (B) the then applicable guidance issued by the IRS thereunder (clauses (A) and (B), together, the “409A Authorities”). No Company Benefit Plan or Company Benefit Agreement that would be a Nonqualified Deferred Compensation Plan subject to Section 409A of the Code but for the effective date provisions that are applicable to Section 409A of the Code, as set forth in Section 885(d) of the American Jobs Creation Act of 2004, as amended (the “AJCA”), has been “materially modified” within the meaning of Section 885(d)(2)(B) of the AJCA after October 3, 2004, based upon a good faith reasonable interpretation of the AJCA and the 409A Authorities. No Participant is entitled to any gross-up, make-whole or other additional payment from the Company or any of its Subsidiaries in respect of any tax (including Federal, state, local or foreign income, excise or other taxes (including taxes imposed under Section 409A of the Code)) or interest or penalty related thereto.

     (xii) Section 4.01(l)(xii) of the Company Disclosure Letter contains a complete and accurate list as of the date hereof of each Company Benefit Plan that is maintained outside the jurisdiction of the United States, or covers any employee residing or working outside the United States (collectively, the “Foreign Benefit Plans”). All Foreign Benefit Plans that are required to be funded are fully funded (including, irrespective of whether such plan is required to be funded, the defined contribution scheme for employees in The Netherlands), and with respect to all other Foreign Benefit Plans, adequate reserves therefor have been established on the accounting statements of the applicable Company or Subsidiary thereof.

     (xiii) All amounts payable to holders of Company Common Stock and other securities of the Company pursuant to the Company Benefit Plans and the Company Benefit Agreements (i) are being paid or granted as compensation for past services performed, future services to be performed or future services to be refrained from performing by such holders (and matters incidental thereto) and (ii) are not calculated based on the number of shares tendered or to be tendered

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into the Offer by the applicable holder. The Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) (each member of which the Board of Directors of the Company determined is an “independent director” within the meaning of Section 303A.02 of the NYSE Listed Company Manual and is an “independent director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act) (A) at a meeting duly called and held at which all members of the Compensation Committee were present, duly and unanimously adopted resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation Arrangement”) (1) each Company Stock Plan, (2) the treatment of the Company Stock Options, Company PSU awards and Company Restricted Shares in accordance with the terms set forth in this Agreement, the applicable Company Stock Plan and any applicable Company Benefit Plans and Company Benefit Agreements, (3) the terms of Section 6.04 of this Agreement and (4) each other Company Benefit Plan and Company Benefit Agreement, which resolutions have not been rescinded, modified or withdrawn in any way, and (B) has taken all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(2) under the Exchange Act with respect to the foregoing arrangements.

          (m) No Excess Parachute Payments. Other than payments or benefits that may be made to the persons listed in Section 4.01(m) of the Company Disclosure Letter (“Primary Company Executives”), no amount or other entitlement or economic benefit that could be received (whether in cash or property or the vesting of property) as a result of the execution and delivery of this Agreement, the obtaining of the Shareholder Approval or the consummation of the Offer, the Merger or any other transaction contemplated by this Agreement (alone or in combination with any other event, including as a result of termination of employment on or following the Effective Time) by or for the benefit of any director, officer, employee or consultant of the Company or any of its Affiliates who is a “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) under any Company Benefit Plan, Company Benefit Agreement or otherwise would be characterized as an “excess parachute payment” (as such term is defined in Section 280G(b)(1) of the Code), and no disqualified individual is entitled to receive any additional payment from the Company, any of its Subsidiaries, Parent, the Surviving Corporation or any other person in the event that the excise tax required by Section 4999(a) of the Code is imposed on such disqualified individual (a “Parachute Gross Up Payment”). Section 4.01(m) of the Company Disclosure Letter sets forth, calculated as of the date of this Agreement, (i) the “base amount” (as such term is defined in Section 280G(b)(3) of the Code) for each Primary Company Executive and each other disqualified individual (defined as set forth above) who holds any Company Stock Options, Company Restricted Shares or Company PSU Awards that will vest in connection with the execution and delivery of this Agreement, the obtaining of the Shareholder Approval or the consummation of the Offer, the Merger or any other transaction contemplated by this Agreement (alone or in combination with any other event, including as a result of any termination of employment on or following the Effective Time) and (ii) the estimated maximum amount of “parachute payments” as

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defined in Section 280G of the Code that could be paid or provided to each Primary Company Executive as a result of the execution and delivery of this Agreement, the obtaining of the Shareholder Approval or the consummation of the Offer, the Merger or any other transaction contemplated by this Agreement (alone or in combination with any other event, including as a result of any termination of employment on or following the Effective Time).

          (n) Taxes. (i) Each of the Company, its Subsidiaries and each Company Consolidated Group has filed, or has caused to be filed, in a timely manner (within any applicable extension period) all tax returns required to be filed with any taxing authority pursuant to the Code (and any applicable U.S. Treasury regulations) or applicable state, local or foreign tax laws. All such tax returns are true, complete and accurate. Each of the Company, its Subsidiaries and each Company Consolidated Group has timely paid or caused to be paid (or the Company has paid on its behalf) all taxes due and owing, and the most recent financial statements contained in the Filed Company SEC Documents reflect an adequate reserve (determined in accordance with GAAP) (in addition to any reserve for deferred taxes established to reflect timing differences between book and tax income) adequate to cover all taxes payable by the Company and its Subsidiaries for all taxable periods and portions thereof accrued through the date of such financial statements.

     (ii) No tax return of the Company or any of its Subsidiaries or any Company Consolidated Group is or has ever been under audit or examination by any taxing authority, and no written notice of such an audit or examination has been received by the Company or any of its Subsidiaries or any Company Consolidated Group. There is no deficiency, refund litigation, proposed adjustment or matter in controversy, or, to the knowledge of the Company, threatened, with respect to any material amount of taxes due and owing by the Company or any of its Subsidiaries or any Company Consolidated Group. Each deficiency resulting from any completed audit or examination relating to taxes by any taxing authority has been timely paid or is being contested in good faith and has been reserved for on the books of the Company.

     (iii) No issues relating to any material amount of taxes were raised by the relevant taxing authority in any completed audit or examination that could reasonably be expected to recur in a later taxable period. As of the date hereof, there is no currently effective agreement or other document extending, or having the effect of extending, the period of assessment or collection of any taxes of the Company or its Subsidiaries or any Company Consolidated Group, nor has any request been made for any such extension, and no power of attorney (other than powers of attorney authorizing employees of the Company to act on behalf of the Company) with respect to any taxes has been executed or filed with any taxing authority.

     (iv) None of the Company or any of its Subsidiaries will be required to include in a taxable period ending after the Effective Time taxable income attributable to income that accrued (for purposes of the financial statements of the

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Company included in the Filed Company SEC Documents) in a prior taxable period (or portion of a taxable period) but was not recognized for tax purposes in any prior taxable period as a result of (A) the installment method of accounting, (B) the completed contract method of accounting, (C) the long-term contract method of accounting, (D) the cash method of accounting or Section 481 of the Code, (E) to the Knowledge of the Company, inclusion under Section 951(a) of the Code, or (F) any comparable provisions of state or local, domestic or foreign tax law, other than any amounts that are specifically reflected in a reserve for taxes on the financial statements of the Company included in the Filed Company SEC Documents.

     (v) The Company and its Subsidiaries have complied with all applicable statutes, laws, ordinances, rules and regulations relating to the payment and withholding of any material amount of taxes (including withholding of taxes pursuant to Sections 1441, 1442, 3121 and 3402 of the Code and similar provisions under any Federal, state, local or foreign tax laws) and have, within the time and the manner prescribed by law, withheld from and paid over to the proper governmental authorities all material amounts required to be so withheld and paid over under applicable laws.

     (vi) Since December 15, 2004, none of the Company or any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” as such terms are defined in Section 355 of the Code in a distribution of stock qualifying or intended to qualify for tax-free treatment (in whole or in part) under Section 355(a) or 361 of the Code.

     (vii) Neither the Company nor any of its Subsidiaries joins or has joined, for any taxable period in the filing of any affiliated, aggregate, consolidated, combined or unitary tax return provided for under the law of the United States, any foreign jurisdiction or any state or locality with respect to taxes for any taxable period for which the statute of limitations has not expired, other than tax returns for the affiliated, aggregate, consolidated, combined or unitary group of which the Company is the common parent. Neither the Company nor any of its Subsidiaries has any liability for taxes of any other person (A) under Treasury Regulation Section 1.1502-6 and similar provisions under state, local or foreign law, (B) as a transferee or successor, (C) by contract or (D) otherwise.

     (viii) Since December 15, 2004 no written claim has been made by any authority in a jurisdiction where any of the Company or its Subsidiaries does not file a tax return that it is, or may be, subject to tax by that jurisdiction.

     (ix) Neither the Company nor any of its Subsidiaries is a party to or bound by any tax sharing agreement, tax indemnity obligation or similar agreement, arrangement or practice with respect to a material amount of taxes (including any advance pricing agreement, closing agreement or other similar agreement relating to taxes with any taxing authority).

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     (x) No “ownership change” (as described in Section 382(g) of the Code) has occurred or will occur prior to the Effective Time that would have the effect of limiting the use of “pre-change tax losses” (as described in Section 382(d) of the Code) of the Company and its Subsidiaries following the Effective Time.

     (xi) Neither the Company nor any of its Subsidiaries has ever entered into any “listed transaction” (as defined in Treasury Regulation Section 1.6011-4(b)(2) or equivalent provision under state, local or foreign law).

     (xii) There are no material liens for taxes with respect to any assets or properties of the Company or its Subsidiaries, except for statutory liens for taxes not yet due and payable.

     (xiii) To the Knowledge of the Company, each of the Company and its Subsidiaries has disclosed on its federal income tax returns all positions taken therein that could give rise to a substantial understatement of federal income tax within the meaning of Section 6662 of the Code.

     (xiv) Neither the Company nor any of its Subsidiaries has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

     (xv) Since March 31, 2008, neither the Company nor any of its Subsidiaries has incurred any liability for taxes arising from extraordinary gains or losses, as that term is used in U.S. GAAP, outside the ordinary course of business consistent with past custom and practice.

     (xvi) Neither the Company nor any of its Subsidiaries has applied for and not yet received a ruling or determination from a taxing authority regarding a past or prospective transaction.

     (xvii) There are no material amounts outstanding and unpaid for which the Company or any of its Subsidiaries has previously claimed a deduction in computing taxes.

     (xviii) The Company and each of its Subsidiaries maintains custody or control of all records and documentation in its possession for the purposes of any tax and sufficient information to enable it to compute correctly its liability for tax in so far as it relates to any event occurring on or before the Closing Date.

     (xix) The Company has always been, and will be through the Effective Time, treated as a Corporation for U.S. federal income tax purposes.

          (o) Title to Properties. (i) Each of the Company and its Subsidiaries has good and valid title to or valid leasehold or sublease interests or other comparable contract rights in or relating to all of its real properties and other tangible assets necessary

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for the conduct of its business as presently conducted and as currently proposed by its management to be conducted, except for defects in title, easements, restrictive covenants and similar encumbrances that individually or in the aggregate have not materially interfered with, and would not reasonably be expected to materially interfere with, its ability to conduct its business as presently conducted and as currently proposed by its management to be conducted. All such properties and other assets, other than properties and other assets in which the Company or any of its Subsidiaries has a leasehold or sublease interest or other comparable contract right, are free and clear of all Liens, except for Liens that individually or in the aggregate have not materially interfered with, and would not reasonably be expected to materially interfere with, the ability of the Company or any of its Subsidiaries to conduct their respective businesses as presently conducted and as currently proposed by its management to be conducted.

     (ii) Each of the Company and its Subsidiaries has complied with the terms of all leases or subleases to which it is a party and under which it is in occupancy, and all leases to which the Company is a party and under which it is in occupancy are in full force and effect, except for such failure to comply or be in full force and effect that individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries is in possession of the properties or assets purported to be leased under all its material leases. Neither the Company nor any of its Subsidiaries has received any written notice of any event or occurrence that has resulted or would reasonably be expected to result (with or without the giving of notice, the lapse of time or both) in a default with respect to any material lease or sublease to which the Company or any of its Subsidiaries is a party.

          (p) Intellectual Property. (i) Subject to Sections 4.01(p)(ii) and 4.01(p)(v), each of the Company and its Subsidiaries owns, or is validly licensed or otherwise has the right to use, all patents, patent applications, trademarks, trademark rights, trade dress, trade names, trade name rights, domain names, service marks, service mark rights, copyrights, software, technical know-how and other proprietary intellectual property rights and computer programs, other than commercial off the shelf software, (collectively, “Intellectual Property Rights”) that are material to the conduct of the business of the Company and its Subsidiaries as presently conducted, taken as a whole, (including all Intellectual Property Rights set forth on Section 4.01(p)(iv) of the Company Disclosure Letter) in each case free and clear of all Liens (except any Liens that will be released upon Closing and other than any Contractual Restriction). The Company is not subject to any restriction (whether contractual, legal or otherwise) on the use of any material Intellectual Property Rights which are owned by or licensed to the Company, other than any Contractual Restriction. “Contractual Restriction” shall mean, with respect to any Intellectual Property Right, any restriction regarding territory or exclusivity as set forth in the documents or other instruments pursuant to which the Company or its Subsidiaries acquired their right, title or interest in or to such Intellectual Property Right.

     (ii) Neither the Company nor any of its Subsidiaries has infringed or is infringing (including with respect to the development, clinical testing,

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manufacture, distribution, marketing, use or sale by the Company or any of its Subsidiaries of their respective products (whether or not such products are commercially available or under development and whether or not such products are licensed to the Company or any of its Subsidiaries) or of their respective Intellectual Property Rights) the valid rights of any person with regard to any Intellectual Property Right in a manner which individually or in the aggregate has had or would reasonably be expected to have a Material Adverse Effect. To the Knowledge of the Company, no person or persons has infringed or is or are infringing the Intellectual Property Rights of the Company or any of its Subsidiaries in a manner which individually or in the aggregate has had or would reasonably be expected to have a Material Adverse Effect.

     (iii) Except as individually or in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect, no claims are pending or, to the Knowledge of the Company, threatened with regard to (a) the ownership or licensing by the Company or any of its Subsidiaries of any of their respective Intellectual Property Rights or (b) any actual or potential infringement, misappropriation or unauthorized use of the Intellectual Property Rights of the Company or any of its Subsidiaries.

     (iv) Section 4.01(p)(iv) of the Company Disclosure Letter sets forth, as of the date hereof, a complete and accurate list of all patents and applications therefor (which list shall specifically identify all patents and patent applications solely and exclusively owned by the Company and its Subsidiaries), registered trademarks and applications therefor, domain name registrations (if any), copyright registrations (if any) and all invention disclosures documented on an invention disclosure form submitted to the Company or any of its Subsidiaries or otherwise disclosed to the Company or any of its Subsidiaries, that, in each case, are owned by or licensed to the Company or any of its Subsidiaries and are material to the conduct of the business of the Company and its Subsidiaries as presently conducted. All patents and patent applications listed in Section 4.01(p)(iv)(a)(1) of the Company Disclosure Letter are owned by, or are subject to an obligation of assignment to, the Company or a Subsidiary of the Company free and clear of all Liens (except any Liens that will be released upon the Closing), and all patents and patents applications listed in Section 4.01(p)(iv)(a)(2) of the Company Disclosure Letter are licensed to the Company or a Subsidiary of the Company free and clear (to the Knowledge of the Company) of all Liens (except any Liens that will be released upon the Closing and other than any Contractual Restriction). The patent applications listed in Section 4.01(p)(iv) of the Company Disclosure Letter that are owned by the Company or any of its Subsidiaries are (and such applications that are licensed to the Company or any of its Subsidiaries are to the Company’s Knowledge) pending and have not been abandoned, and have been and continue to be timely prosecuted. All patents, registered trademarks and applications therefor owned by the Company or any of its Subsidiaries have been (and all such patents, registered trademarks and applications licensed to the Company or any of its Subsidiaries have been to the Company’s Knowledge) duly registered and/or filed with or

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issued by each appropriate Governmental Entity in the jurisdiction indicated in Section 4.01(p)(iv) of the Company Disclosure Letter, all related necessary affidavits of continuing use have been (or, with respect to licenses, to the Company’s Knowledge have been) timely filed, and all related necessary maintenance fees have been (or, with respect to licenses, to the Company’s Knowledge have been) timely paid to continue all such rights in effect. None of the patents listed in Section 4.01(p)(iv) of the Company Disclosure Letter that are owned by the Company or any of its Subsidiaries has (and no such patents that are licensed to the Company or any of its Subsidiaries has to the Company’s Knowledge) expired or been declared invalid, in whole or in part, by any Governmental Entity. None of the trademarks or trademark applications listed in Section 4.01(p)(iv) of the Company Disclosure Letter that are owned by the Company or any of its Subsidiaries are (and no such trademarks or trademark applications that are licensed to the Company or any of its Subsidiaries are to the Knowledge of the Company) involved in or the subject of any ongoing material oppositions, cancellations or other proceedings. None of the patents or patent applications listed in Section 4.01(p)(iv) of the Company Disclosure Letter that are owned by the Company or any of its Subsidiaries are (and no such patents or patent applications that are licensed to the Company or any of its Subsidiaries are to the Knowledge of the Company) involved in or the subject of any material ongoing interferences, oppositions, reissues, reexaminations or other proceedings, including ex parte and post-grant proceedings, in the United States Patent and Trademark Office or in any foreign patent office or similar administrative agency. To the Knowledge of the Company, there are no published patents, patent applications, articles or other prior art references that could adversely affect the validity of any patent listed in Section 4.01(p)(iv) of the Company Disclosure Letter in any material way. Each of the patents and patent applications listed in Section 4.01(p)(iv) of the Company Disclosure Letter that are owned by the Company or any of its Subsidiaries properly identifies (and to the Knowledge of the Company such patents and applications licensed to the Company or any of its Subsidiaries properly identify) each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such patent is issued or such patent application is pending. Each inventor named on the patents and patent applications listed in Section 4.01(p)(iv) of the Company Disclosure Letter that are owned by the Company or any of its Subsidiaries has executed (and, to the Knowledge of the Company, such inventors named on such patents and applications that are licensed to and material to the Company and its Subsidiaries have executed) an agreement assigning his, her or its entire right, title and interest in and to such patent or patent application, and the inventions embodied and claimed therein, to the Company or a Subsidiary of the Company, or in the case of licensed Patents, to the appropriate owners. To the Knowledge of the Company, no such inventor has any contractual or other obligation that would preclude any such assignment or otherwise conflict with the obligations of such inventor to the Company or such Subsidiary under such agreement with the Company or such Subsidiary.

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     (v) Section 4.01(p)(v) of the Company Disclosure Letter sets forth a complete and accurate list as of the date hereof of all options, rights, licenses or interests of any kind relating to Intellectual Property Rights that are material or necessary to the conduct of the business of the Company and its Subsidiaries as presently conducted, in each case granted (i) to the Company or any of its Subsidiaries (other than software licenses for generally available software and except pursuant to employee proprietary inventions agreements (or similar employee agreements), non-disclosure agreements and material transfer agreements entered into by the Company or any of its Subsidiaries in the ordinary course of business), or (ii) by the Company or any of its Subsidiaries to any other person (including any obligations of such other person to make any fixed or contingent payments, including royalty payments), except pursuant to non-disclosure agreements or material transfer agreements. All material obligations, including those relating to the payment of monies currently due and payable by the Company or any of its Subsidiaries, in connection with such options, rights, licenses or interests have been satisfied in a timely manner.

     (vi) The Company and its Affiliates have used reasonable efforts and taken commercially necessary steps to maintain their trade secrets in confidence, including the development of a policy for the protection of intellectual property; requiring all employees of the Company and its Subsidiaries to execute confidentiality agreements with respect to intellectual property developed for or obtained from the Company or any of its Subsidiaries; making reasonable efforts to advise employees of the Company and its Subsidiaries that were voluntarily or involuntarily severed from the Company or any of its Subsidiaries of their continuing obligation to maintain such trade secrets in confidence; and entering into licenses and Contracts that generally require licensees, contractors and other third persons with access to such trade secrets to keep such trade secrets confidential (which licenses and Contracts will be enforceable to the extent sufficient to exploit such trade secrets).

     (vii) The execution and delivery of this Agreement by the Company do not, and the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement and compliance by the Company with the provisions of this Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon, any Intellectual Property Right that is material to the conduct of the business of the Company and its Subsidiaries, as presently conducted.

          (q) Voting Requirements. Assuming (i) the accuracy of the representation given by Parent and Sub in Section 4.02(f) and (ii) that the adoption or approval of the holders of capital stock of the Company is required by applicable law, the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock at the Shareholders’ Meeting or any adjournment or postponement thereof to adopt this Agreement (the “Shareholder Approval”) is the only vote of the holders of any class

37

or series of capital stock of the Company necessary to adopt this Agreement and approve the transactions contemplated hereby.

          (r) State Takeover Statutes. No further action is required by the Board of Directors of the Company (or any committee thereof) or the shareholders of the Company to render inapplicable to this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement the restrictions on (i) a “control share acquisition” (as defined in Section 302A.011 of the MBCA) set forth in Section 302A.671 of the MBCA and (ii) “business combinations” with an “interested shareholder” (each as defined in Section 302A.011 of the MBCA) set forth in Section 302A.673 of the MBCA to the extent such restrictions would otherwise be applicable to this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, and accordingly, none of the foregoing sections or any other antitakeover or similar statute applies to any such transactions, other than Chapter 80B of the Minnesota Statutes.

          (s) Brokers and Other Advisors. No broker, investment banker, financial advisor or other person (other than Citigroup Global Markets Inc., the fees and expenses of which will be paid by the Company) is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company or any of its Subsidiaries. The Company has delivered to Parent complete and accurate copies of all Contracts under which any such fees or expenses are payable and all indemnification and other agreements related to the engagement of the persons to whom such fees are payable. The fees and expenses of all accountants, brokers, financial advisors (including Citigroup Global Markets Inc.), legal counsel (including Morrison & Foerster LLP), financial printers and other persons retained by the Company or any of its Subsidiaries incurred or to be incurred by the Company or any of its Subsidiaries in connection with this Agreement or the transactions contemplated hereby will not exceed the amount set forth in Section 4.01(s) of the Company Disclosure Letter.

          (t) Opinion of Financial Advisor. The Board of Directors of the Company has received the opinion of Citigroup Global Markets Inc. to the effect that, as of the date of such opinion, the consideration to be received in the Offer and the Merger, taken together, by holders of Company Common Stock (other than Parent, Sub and their respective Affiliates) is fair, from a financial point of view, to such holders. A signed copy of the written opinion of Citigroup Global Markets Inc. will be delivered to Parent solely for informational purposes after receipt thereof by the Company.

          (u) Research, Development, Distribution, Marketing, Supply and Manufacturing Agreements. (i) Section 4.01(u) of the Company Disclosure Letter sets forth, as of the date hereof, a complete and accurate list of each material Contract to which the Company or any of its Subsidiaries is a party as of the date hereof and pursuant to which amounts of more than $250,000 in the aggregate over the life of such Contract have been or will be paid to any party other than the Company and its Subsidiaries, relating to research, clinical trial, development, distribution, sale, supply, license, marketing, co-promotion or manufacturing by third parties of (x) products (including

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products under development) of the Company or any Subsidiary of the Company, (y) products (including products under development) licensed by the Company or any Subsidiary of the Company or (z) the Intellectual Property Rights of the Company or any Subsidiary of the Company, other than software licenses for generally available software and except pursuant to employee proprietary inventions agreements (or similar employee agreements), non-disclosure agreements and material transfer agreements entered into by the Company or any of its Subsidiaries in the ordinary course of business (collectively, all such Contracts, the “Specified Contracts”). The Company has made available to Parent a complete and accurate copy of each Specified Contract and any material notice delivered pursuant to or in connection with any Specified Contract. None of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto is in material violation of or in material default under (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) any Specified Contract to which it is a party or by which it or any of its properties or other assets is bound.

     (ii) None of the Specified Contracts or any other Contract to which the Company or any of its Subsidiaries is a party (A) grants or obligates the Company or any Subsidiary of the Company to grant an exclusive right to such third party for the research, clinical trial, development, distribution, sale, supply, license, marketing, co-promotion or manufacturing of any product or Intellectual Property Right, (B) provides for the payment by the Company or any Subsidiary of the Company of any early termination fees in excess of $50,000 or (C) requires or obligates the Company or any Subsidiary of the Company to purchase specified minimum amounts of any product or to perform or conduct research, clinical trials or development for the benefit of any person other than the Company or any Subsidiary of the Company.

          (v) Regulatory Compliance. (i) As to each product or product candidate subject to the FDCA and the regulations of the FDA promulgated thereunder or similar Legal Provisions in any foreign jurisdiction that is or has been developed, manufactured, tested, distributed and/or marketed by or on behalf of the Company or any of its Subsidiaries (each such product or product candidate, a “Medical Device”, a “Biologic”, a “Drug”, a Human Cell, Tissues, and Cellular and Tissue-Based Product (a “HCT/P”) or a “Cosmetic”, as the case may be), each such Medical Device, Biologic, Drug, HCT/P or Cosmetic is being or has been developed, manufactured, tested, distributed and/or marketed in compliance with all applicable requirements under the FDCA and the regulations of the FDA promulgated thereunder and similar Legal Provisions, including those relating to investigational use, premarket clearance, registration and listing, approval to market a Medical Device, and applications or abbreviated applications to market a new Biologic, a new Drug, a new HCT/P or a new Cosmetic, good manufacturing practices, quality systems regulations, ISO requirements, good clinical practices, good laboratory practices, labeling, advertising, record keeping and filing of required reports and security, except for failures in compliance that individually or in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any notice or other communication from the FDA or any other Governmental

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Entity (A) contesting the investigational device exemption, premarket clearance or premarket approval of, the uses of or the labeling and promotion of any products of the Company or any of its Subsidiaries or (B) otherwise alleging any material violation applicable to any Medical Device, Biologic, Drug, HCT/P or Cosmetic by the Company or any of its Subsidiaries of any Legal Provision.

     (ii) No Medical Device, Biologic, Drug, HCT/P or Cosmetic is under consideration by the Company or, to the Company’s Knowledge, by any Governmental Entity for or has been recalled, withdrawn, suspended or discontinued (other than for commercial or other business reasons that are not in any way related to safety, regulatory requirements, noncompliance with any Legal Provision or any other similar reason) by the Company or any of its Subsidiaries in the United States or outside the United States (whether voluntarily or otherwise). No proceedings in the United States or outside of the United States of which the Company has Knowledge (whether completed or pending) seeking the recall, withdrawal, suspension, seizure or discontinuance of any Medical Device, Biologic, Drug, HCT/P or Cosmetic are pending against the Company or any of its Subsidiaries or, to the Knowledge of the Company, any licensee or distributor of any Medical Device, nor have any such proceedings been pending at any prior time.

     (iii) As to each Medical Device, Biologic, HCT/P or Drug of the Company or any of its Subsidiaries for which a premarket notification submission under Section 510(k) of the FDCA, premarket approval application, premarket notification, biological license application, new drug application, investigational device exemption or similar state or foreign regulatory application has been granted, cleared or approved, the Company and its Subsidiaries are in compliance with 21 U.S.C. §§ 355, 360 and 360e, 42 U.S.C. §262 and 21 C.F.R. Parts 312, 314, 600 and 601, 807, 812 or 814, respectively, as applicable, and similar Legal Provisions and all terms and conditions of such applications, except for any such failure or failures to be in compliance which individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. As to each such Medical Device, Biologic, HCT/P or Drug of the Company, the Company and any relevant Subsidiary of the Company, and the officers, employees or agents of the Company or such Subsidiary, have included in the application for such Medical Device, Biologic, HCT/P or Drug of the Company, where required, the certification described in 21 U.S.C. § 335a(k)(1) or any similar Legal Provision and the list described in 21 U.S.C. § 335a(k)(2) or any similar Legal Provision, and each such certification and list was true, complete and correct in all material respects when made. In addition, the Company and its Subsidiaries are in substantial compliance with all applicable registration and listing requirements set forth in 21 U.S.C. § 360, 42 U.S.C. § 262 and 21 C.F.R. Part 207, 601 and 807 and all similar Legal Provisions.

     (iv) No article of any Medical Device, Biologic, Drug, HCT/P or Cosmetic manufactured and/or distributed by the Company or any of its Subsidiaries is (A) adulterated within the meaning of 21 U.S.C. § 351 (or similar

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Legal Provisions), (B) misbranded within the meaning of 21 U.S.C. § 352 (or similar Legal Provisions) or (C) a product that is in violation of 21 U.S.C. §§ 355, 360, 350e, 42 U.S.C. § 262 and 21 C.F.R 1271 (or similar Legal Provisions), in any manner which individually or in the aggregate has had or would reasonably be expected to have a Material Adverse Effect.

     (v) Neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any officer, employee, agent or distributor of the Company or any of its Subsidiaries, has made an untrue statement of a material fact or fraudulent statement to the FDA or any other Governmental Entity, failed to disclose a material fact required to be disclosed to the FDA or any other Governmental Entity, or committed an act, made a statement, or failed to make a statement that, at the time such disclosure was made, would reasonably be expected to provide a basis for the FDA or any other Governmental Entity to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) or any similar policy. Neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any officer, employee or agent of the Company or any of its Subsidiaries, has been convicted of any crime or engaged in any conduct for which debarment is mandated by 21 U.S.C. § 335a(a) or any similar Legal Provision or authorized by 21 U.S.C. § 335a(b) or any similar Legal Provision. Neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any officer, employee or agent of the Company or any of its Subsidiaries, has been convicted of any crime or engaged in any conduct for which such person or entity could be excluded from participating in the Federal health care programs under Section 1128 of the Social Security Act of 1935, as amended (the “Social Security Act”), or any similar Legal Provision.

     (vi) Neither the Company nor any of its Subsidiaries has received any written notice that the FDA or any other Governmental Entity has (a) commenced, or threatened to initiate, any action to withdraw its investigational device exemption, premarket clearance or premarket approval or request the recall of any Medical Device, Biologic, Drug, HCT/P or Cosmetic, (b) commenced, or threatened to initiate, any action to enjoin manufacture or distribution of any Medical Device, Biologic, Drug, HCT/P or Cosmetic or (c) commenced, or threatened to initiate, any action to enjoin the manufacture or distribution of any Medical Device, Biologic, Drug, HCT/P or Cosmetic produced at any facility where any Medical Device, Biologic, Drug, HCT/P or Cosmetic is manufactured, tested, processed, packaged or held for sale.

     (vii) To the Knowledge of the Company, there are no material investigations, suits, claims, actions or proceedings against or affecting the Company or any of its Subsidiaries relating to or arising under (a) the FDCA and the regulations of the FDA promulgated thereunder or similar Legal Provisions, (b) the Public Health Service Act of 1944, (c) the Social Security Act or regulations of the Office of the Inspector General of the Department of Health and Human Services or similar Legal Provisions or (d) applicable Legal Provisions

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relating to government health care programs, private health care plans, or the privacy and confidentiality of patient health information, including United States federal and state laws pertaining to the Medicare and Medicaid programs, United States federal and state laws applicable to health care fraud and abuse, kickbacks, physician self-referral, false claims made to a government or private health care program, and United States federal or state laws pertaining to contracting with the government and similar Legal Provisions.

     (viii) Each of the Company and its Subsidiaries has in effect all material Permits under the Federal Food, Drug and Cosmetic Act of 1938, as amended (including the rules and regulations promulgated thereunder, the “FDCA”), and the regulations of the Federal Food and Drug Administration (the “FDA”) promulgated thereunder (such Permits, the “Regulatory Permits”), necessary for it to own, lease and operate its properties and other assets and to carry on its business and operations as presently conducted. There has occurred no material default under, or material violation of, any such Regulatory Permit. The consummation of the Offer or the Merger, in and of itself, would not cause the revocation or cancellation of any such Regulatory Permit.

          (w) Insurance. Section 4.01(w) of the Company Disclosure Letter contains a complete and accurate list of all policies of fire, liability, workers’ compensation, title and other forms of insurance owned, held by or applicable to the Company or its Subsidiaries (or their respective assets or business) with policy periods in effect as of the date hereof, and the Company has heretofore made available to Parent a complete and accurate copy of all such policies. All such policies (or substitute policies with substantially similar terms and underwritten by insurance carriers with substantially similar or higher ratings) are in full force and effect, all premiums with respect thereto covering all periods up to and including the Closing Date have been (or, if not yet due as of the date hereof, will prior to the Closing Date be) paid, and no notice of cancellation or termination has been received with respect to any such policy except for such policies, premiums, cancellations or terminations that individually or in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect. Such policies are sufficient, in the reasonable opinion of the Company, for compliance by the Company and its Subsidiaries with (i) all requirements of applicable laws and (ii) all Contracts to which the Company and its Subsidiaries is a party, and each of the Company and its Subsidiaries has complied in all material respects with the provisions of each such policy under which it is an insured party. Neither the Company nor any of its Subsidiaries has been refused any insurance with respect to its assets or operations by any insurance carrier to which it has applied for any such insurance or with which it has carried insurance, during the last five years prior to the date hereof. As of the date hereof, to the Knowledge of the Company, there are no existing claims under any insurance policy owned, held by or applicable to the Company or any of its Subsidiaries (or their respective assets or business), except for such claims that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect if the Company were uninsured for such claims.

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          (x) Relationships with Customers and Suppliers. Between December 31, 2007 and the date hereof, no customer or supplier of the Company or any of its Subsidiaries that is material to the Company and its Subsidiaries, taken as a whole, has canceled or otherwise terminated, or provided written notice to the Company or any of its Subsidiaries of its intent, or, to the Knowledge of the Company, threatened, to terminate its relationship with the Company or the applicable Subsidiary, or, between December 31, 2007 and the date hereof, decreased or limited in any material respect, or provided notice to the Company or any of its Subsidiaries of its intent, or, to the Knowledge of the Company, threatened, to decrease or limit in any material respect, its purchases from or sales to the Company or any of its Subsidiaries.

          (y) Company Reorganization. None of the transactions contemplated by the Agreement and Plan of Merger dated as of July 9, 2008 by and among the Company, Mentor International Holdings, Inc. and MNT Merger Sub, Inc. (such transaction, the “Company Reorganization”) have been consummated and, since July 9, 2008, neither the Company nor any of its Subsidiaries has entered into any Contract to consummate, and has not consummated, any transaction for the purpose, or with the effect, of (i) changing the jurisdiction of organization of the Company or any of its Subsidiaries, (ii) contributing the Company or any of its Subsidiaries to any other entity or (iii) otherwise reorganizing the Company or any of its Subsidiaries in any manner.

          (z) No Other Representations or Warranties. The representations and warranties of the Company set forth in this Section 4.01 constitute the sole and exclusive representations and warranties of the Company to Parent and Sub in connection with the Offer and the Merger and the transactions contemplated by this Agreement, and all other representations and warranties of any kind or nature, express or implied, are specifically disclaimed by the Company.

          SECTION 4.02. Representations and Warranties of Parent and Sub. Parent and Sub represent and warrant to the Company as follows:

          (a) Organization, Standing and Corporate Power. Each of Parent and Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated and has all requisite corporate power and authority to carry on its business as now being conducted. Each of Parent and Sub is duly qualified or licensed to do business and is in good standing in each material jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary.

          (b) Authority; Noncontravention. Each of Parent and Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Sub and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except for the approval by Parent as the sole shareholder of Sub, which approval

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by written consent will be delivered promptly following the execution of this Agreement. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of Parent. This Agreement has been duly executed and delivered by each of Parent and Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Sub, as applicable, enforceable against Parent and Sub, as applicable, in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. The execution and delivery of this Agreement do not, and the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement and compliance by Parent and Sub with the provisions of this Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of Parent or Sub under (x) the Restated Certificate of Incorporation or Bylaws of Parent or the Articles of Incorporation or Bylaws of Sub, (y) any Contract to which Parent or Sub is a party or any of their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Offer, the Merger (including the payments required to be made pursuant to Article III) or the other transactions contemplated hereby or (z) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation applicable to Parent or Sub or their respective properties or other assets or (B) order, writ, injunction, decree, judgment or stipulation, in each case applicable to Parent or Sub or their respective properties or other assets, and in each case, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Offer, the Merger (including the payments required to be made pursuant to Article III) or the other transactions contemplated hereby. No material consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent or Sub in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub of the Offer, the Merger or the other transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form by Parent under the HSR Act and the receipt, termination or expiration, as applicable, of approvals or waiting periods required under the HSR Act or any other applicable competition, merger control, antitrust or similar law or regulation, (2) the filing with the SEC of the Offer Documents, (3) the filing of the Certificate of Merger with the Secretary of State of the State of Minnesota, (4) any filings required under the rules and regulations of the NYSE, (5) any filings as may be required under the MBCA or Chapter 80B of the Minnesota Statutes in connection with the transactions contemplated by this Agreement and (6) such other consents, approvals, orders, authorizations, actions, registrations, declarations and filings the failure of which to be obtained or made would not prevent, materially impede or materially delay the consummation by Parent of the Offer, the Merger (including the payments required to be made pursuant to Article III) or the other transactions contemplated hereby.

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          (c) Information Supplied. None of the information included or incorporated by reference in the Offer Documents and none of the information supplied or to be supplied by or on behalf of Parent or Sub in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9, the Information Statement or the Proxy Statement will (A) in the case of the Offer Documents, the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the shareholders of the Company or (B) in the case of the Proxy Statement, at the time the Proxy Statement is first mailed to the shareholders of the Company and at the time of the Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference in the Offer Documents based on information supplied by the Company in writing specifically for inclusion or incorporation by reference therein. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act. The Minnesota Registration Statement and any amendment thereof or supplement thereto will not when filed with the Commissioner of Commerce of the State of Minnesota or at any time of distribution or dissemination thereof to the shareholders of the Company contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Parent or Sub with respect to statements made therein based on information supplied by the Company in writing specifically for inclusion in the Minnesota Registration Statement. The Minnesota Registration Statement will comply as to form in all material respects with the applicable provisions of Minnesota law and the rules and regulations thereunder.

          (d) Interim Operations of Sub. Sub was formed solely for the purpose of engaging in the Offer, the Merger and the other transactions contemplated hereby, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

          (e) Capital Resources. Parent has sufficient funds to consummate the Offer and the Merger on the terms contemplated by this Agreement and, at the Offer Closing and the Effective Time, Parent will have available all of the funds necessary for the acquisition of all shares of Company Common Stock pursuant to the Offer and to pay the aggregate Merger Consideration, as the case may be.

          (f) Company Stock. As of the date of this Agreement, neither Parent nor Sub beneficially owns, nor at any time during the last four years has it beneficially owned, any shares of Company Common Stock or any option, warrant or other right to acquire any shares of Company Common Stock (except as contemplated by this Agreement and except for any such shares that may be owned by any employee benefit or other plan administered by or on behalf of Parent or any of its Subsidiaries, to the extent the determination to acquire such shares was not directed by Parent or Sub).

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ARTICLE V

Covenants Relating to Conduct of Business; No Solicitation

          SECTION 5.01. Conduct of Business. (a) Conduct of Business by the Company. During the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.01(a) of the Company Disclosure Letter or as consented to in writing in advance by Parent or as otherwise permitted pursuant to Section 5.01(a)(i) through (xv) of this Agreement, the Company shall, and shall cause each of its Subsidiaries to, carry on its business in the ordinary course consistent with past practice and as currently proposed by the Company to be conducted prior to the Closing (including in respect of research, development and clinical trial activities and programs) and shall use commercially reasonable efforts to carry on such business in compliance in all material respects with all applicable laws, rules, regulations and treaties and, to the extent consistent therewith, use all commercially reasonable efforts to preserve intact its current business organizations, keep available the services of its current officers, employees and consultants and preserve its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with it with the intention that its goodwill and ongoing business shall be unimpaired at the Effective Time. In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except as otherwise set forth in Section 5.01(a) of the Company Disclosure Letter, (1) the Company shall comply with its obligations under Section 8(a) of the Credit Agreement as in effect on the date hereof, and (2) the Company shall not, and shall not permit any of its Subsidiaries to, without Parent’s prior written consent:

     (i) (x) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of, any of its capital stock, other than dividends or distributions by a direct or indirect wholly owned Subsidiary of the Company to its shareholders, (y) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (z) purchase, redeem or otherwise acquire any shares of its capital stock or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities, except for (A) redemptions of the Company Convertible Notes pursuant to Section 6.10 and (B) purchases, redemptions or other acquisitions of capital stock or other securities required or, in the case of the repurchase of Company Restricted Shares in connection with forfeitures, permitted under the terms of any plans, arrangements or other Contracts existing on the date hereof between the Company or any of its Subsidiaries and any director or employee of the Company or any of its Subsidiaries (to the extent complete and accurate copies of such plans, arrangements or other Contracts (or, with respect to Company Stock Options, forms of stock option agreements) have been heretofore made available to Parent);

     (ii) issue, deliver, sell, grant, pledge or otherwise encumber or subject to any Lien any shares of its capital stock, any other voting securities or any

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securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities, or any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock based performance units, including pursuant to Contracts as in effect on the date hereof (other than (x) the issuance of shares of Company Common Stock upon the exercise of Company Stock Options or Company Warrants outstanding on the date hereof in accordance with their terms on the date hereof, (y) the issuance of shares of Company Common Stock upon the vesting of Company PSU Awards outstanding on the date hereof in accordance with their terms on the date hereof and (z) the issuance of shares pursuant to rights outstanding under the ESPP on the date hereof, in accordance with their terms as of the date hereof, subject to Section 6.04(b));

     (iii) amend the Company Certificate or the Company Bylaws or other comparable charter or organizational documents of any of the Company’s Subsidiaries, except as may be required by law or the rules and regulations of the SEC or the NYSE and except for immaterial amendments under the charter or organizational documents of any Subsidiary of the Company;

     (iv) directly or indirectly acquire (x) by merging or consolidating with, or by purchasing assets of, or by any other manner, any person or division, business or equity interest of any person or (y) any asset or assets that, individually, has a purchase price in excess of $100,000 or, in the aggregate, have a purchase price in excess of $250,000, except for new capital expenditures, which shall be subject to the limitations of clause (vii) below, and except for purchases of components, raw materials or supplies in the ordinary course of business consistent with past practice;

     (v) (x) sell, lease, license, sell and leaseback or otherwise dispose of any of its properties or other material assets or any interests therein (including securitizations), except for sales of inventory and used equipment in the ordinary course of business consistent with past practice or (y) enter into, modify or amend any lease of real property, except for modifications or amendments that are not materially adverse to the Company and its Subsidiaries taken as a whole;

     (vi) (x) incur any indebtedness for borrowed money or guarantee any such indebtedness of another person, issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries, guarantee any debt securities of another person, enter into any “keep well” or other Contract to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing or (y) make any loans, advances or capital contributions to, or investments in, any other person, other than to employees in respect of travel or other related expenses in the ordinary course of business consistent with past practice;

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     (vii) make any new capital expenditure or expenditures, other than those which, individually, is less than or equal to $250,000 or, in the aggregate, are less than or equal to $1,000,000;

     (viii) except (x) as required by any Legal Provision, (y) as contemplated by Section 6.10 or (z) for those capital expenditures permitted under Section 5.01(a)(vii), (A) pay, discharge, settle or satisfy any claims, liabilities, obligations or litigation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge, settlement or satisfaction in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in the most recent financial statements (or, if applicable, the notes thereto) of the Company included in the Filed Company SEC Documents (for amounts not in excess of such amounts so reflected or reserved) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, (B) cancel any indebtedness, (C) waive or assign any claims or rights of substantial value, (D) waive any benefits of, or agree to modify in any respect, or, subject to the terms hereof, fail to enforce, or consent to any matter with respect to which consent is required under, any standstill or similar Contract to which the Company or any of its Subsidiaries is a party or (E) waive any material benefits of, or agree to modify in any material respect, or, subject to the terms hereof, fail to enforce in any material respect, or consent to any matter with respect to which consent is required under, any material confidentiality or similar Contract to which the Company or any of its Subsidiaries is a party;

     (ix) (x) other than in the ordinary course of business consistent with past practice and for an amount which is less than $250,000 in the aggregate, enter into any Contracts relating to research, development, sale, supply, marketing or manufacturing by third parties of products (including products under development) of the Company or any Subsidiary of the Company or products (including products under development) licensed by the Company or any Subsidiary of the Company, (y) other than in the ordinary course of business consistent with past practice and for an amount which is less than $500,000 in the aggregate, enter into any Contracts relating to clinical trials or (z) initiate, launch or commence any sale, marketing, distribution, co-promotion or any similar activity with respect to any new product (including products under development) in or outside the United States;

     (x) enter into, modify, amend or terminate any Contract or waive, release, assign or fail to exercise or pursue any material rights or claims thereunder, which if so entered into, modified, amended, terminated, waived, released, assigned, or not exercised or pursued would reasonably be expected to (A) adversely affect in any material respect the Company, (B) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (C) prevent or materially delay the consummation of the transactions contemplated by this Agreement;

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     (xi) enter into any Contract to the extent consummation of the transactions contemplated by this Agreement or compliance by the Company with the provisions of this Agreement would reasonably be expected to conflict with, or result in a violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of the Company or any of its Subsidiaries under, or require Parent to license or transfer any of its Intellectual Property Rights or other material assets under, or give rise to any increased, additional, accelerated, or guaranteed right or entitlements of any third party under, or result in any material alteration of, any provision of such Contract;

     (xii) sell, transfer or license to any person or adversely amend or modify any rights (x) to any material Intellectual Property Rights of the Company or any of its Subsidiaries or (y) to distribute, license or co-promote products (including products under development) of the Company or any of its Subsidiaries or products (including products under development) licensed by the Company or any of its Subsidiaries;

     (xiii) except as otherwise permitted or contemplated by this Agreement or as required to ensure that any Company Benefit Plan or Company Benefit Agreement is not then out of compliance with applicable Legal Provisions or to comply with any Contract or Company Benefit Plan or Company Benefit Agreement entered into prior to the date hereof (to the extent complete and accurate copies of which have been heretofore made available to Parent) and provided that any act permitted by any of the foregoing shall be subject to Section 6.13, (A) adopt, enter into, terminate or amend (I) any collective bargaining agreement or Company Benefit Plan or (II) any Company Benefit Agreement or other agreement, plan or policy involving the Company or any of its Subsidiaries and one or more Participants, (B) increase in any manner the compensation, bonus or fringe or other benefits of, or pay any bonus of any kind or amount whatsoever to, any Participant, other than, in the case of employees below the level of Vice President, normal increases in cash compensation in the ordinary course of business consistent with past practice, (C) except as permitted by the preceding clause (B), pay to any Participant any benefit or amount not required under any Company Benefit Plan or Company Benefit Agreement as in effect on the date of this Agreement, (D) grant or pay any change of control, severance, retention or termination compensation or benefits to, or increase in any manner the change of control, severance or termination compensation or benefits of, any Participant, (E) grant any awards under any bonus, incentive, performance or other compensation plan or arrangement, Company Benefit Agreement or Company Benefit Plan (including the grant of Company Stock Options, Company Restricted Shares, Company PSU Awards, “phantom” stock, stock appreciation rights, “phantom” stock rights, stock based or stock related awards, other equity or equity-based compensation, performance units or restricted stock or the removal of existing restrictions in any Company Benefit Agreements, Company Benefit

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Plans or agreements or awards made thereunder), (F) amend or modify any Company Stock Option, Company Restricted Share or Company PSU Award, (G) take any action to fund or in any other way secure the payment of compensation or benefits under any employee plan, agreement, contract or arrangement or Company Benefit Plan or Company Benefit Agreement, (H) take any action to accelerate the vesting or payment of any compensation or benefit under any Company Benefit Plan or Company Benefit Agreement or (I) materially change any actuarial or other assumption used to calculate funding obligations with respect to any Company Pension Plan or change the manner in which contributions to any Company Pension Plan are made or the basis on which such contributions are determined;

     (xiv) except as required by GAAP, revalue any material assets of the Company or any of its Subsidiaries or make any change in any material respect in accounting methods, principles or practices (including for tax purposes);

     (xv) liquidate the Company, merge the Company out of existence or take any other action that would result in the Company ceasing to exist as a corporation for U.S. federal income tax purposes;

     (xvi) consummate the Company Reorganization or enter into any Contract to consummate, or consummate, any other transaction for the purpose, or with the effect, of (A) changing the jurisdiction of organization of the Company or any of its Subsidiaries, (B) contributing the Company or any of its Subsidiaries to any other entity or (C) otherwise reorganizing the Company or any of its Subsidiaries in any manner; or

     (xvii) authorize any of, or commit or agree to take any of the foregoing actions.

          (b) Other Actions. The Company, Parent and Sub shall not, and shall not permit any of their respective Subsidiaries to, take any action that would, or that would reasonably be expected to, result in any of the conditions to the Merger set forth in Article VII not being satisfied.

          (c) Advice of Changes; Filings. The Company and Parent shall promptly advise the other party orally and in writing of (i) any representation or warranty made by it (and, in the case of Parent, made by Sub) contained in this Agreement becoming untrue or inaccurate in a manner that would result in the failure of the condition set forth in clause (vi)(a) of Exhibit A or that would give rise to a right of termination set forth in Section 8.01(d)(A), as the case may be, or (ii) the failure of it (and, in the case of Parent, of Sub) to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it (and, in the case of Parent, of Sub) under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement. The Company and Parent shall, to the extent permitted by law, promptly

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provide the other with copies of all filings made by such party with any Governmental Entity in connection with this Agreement and the transactions contemplated hereby, other than the portions of such filings that include confidential information not directly related to the transactions contemplated by this Agreement.

          (d) Certain Tax Matters. (i) During the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (A) timely file all tax returns (“Post-Signing Returns”) required to be filed by or on behalf of each such entity and timely pay all taxes due and payable in respect of such Post-Signing Returns that are so filed; (B) submit any Post-Signing Returns that are to be filed after the date of this Agreement to Parent for review prior to filing; provided, however, that any such review shall not delay the filing of such returns; (C) not take any position on such Post-Signing Returns that is inconsistent with past custom and practice unless required by GAAP or applicable law; (D) accrue a reserve in the books and records and financial statements of any such entity at such times and in such amounts as are in accordance with past practice for all taxes payable by such entity for which no Post-Signing Return is due prior to the Effective Time; (E) promptly notify Parent of any tax-related suit, claim, action, investigation, proceeding or audit (collectively, “Actions”) that is or becomes pending against or with respect to the Company or any of its Subsidiaries and not settle or compromise any such Action without Parent’s consent (which consent shall not be unreasonably withheld or delayed); (F) not make, change or rescind any tax election or settle or compromise any material tax liability, other than with Parent’s consent (which consent shall not be unreasonably withheld or delayed); (G) not, with respect to the Company and each of its Subsidiaries, without the prior written consent of Parent, change any tax accounting period or method, file any amended tax return; (H) not surrender any right to claim a refund of taxes, nor consent to any extension or waiver of the limitations period for the assessment of taxes; (I) not take any action outside the ordinary course of business if taking such action would affect the tax of either the Company or any of its Subsidiaries after the Closing Date, other than with Parent’s consent (which consent shall not be unreasonably withheld or delayed); (J) not change the tax residency of the Company or any of its Subsidiaries; and (K) except with respect to those agreements listed under Section 4.01(n)(ix) of the Company Disclosure Letter, cause all existing tax sharing agreements, tax indemnity obligations and similar agreements, arrangements or practices (“Tax-Related Agreements”) with respect to taxes to which the Company or any of its Subsidiaries is or may be a party or by which the Company or any of its Subsidiaries is or may otherwise be bound (other than Tax-Related Agreements between or among the Company and its Subsidiaries) to be terminated as of the Closing Date so that after such date neither the Company nor any of its Subsidiaries shall have any further rights or liabilities thereunder.

     (ii) The Company shall deliver to Parent at or prior to the Closing a certificate, in form and substance satisfactory to Parent, duly executed and acknowledged, certifying that the payment of the Merger Consideration and any payments made in respect of the Company Common Stock or the Dissenting Shares pursuant to the terms of this Agreement are exempt from withholding pursuant to the Foreign Investment in Real Property Tax Act.

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     (iii) The parties shall cooperate with each other and provide each other with all information as is reasonably necessary for the parties to satisfy the reporting obligations under Section 6043A of the Code.

          SECTION 5.02. No Solicitation. (a) The Company shall not, nor shall it authorize or permit any of its Subsidiaries to, or authorize any of their respective directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative (collectively, “Representatives”) retained by it or any of its Subsidiaries or Representatives to, directly or indirectly through another person (and it shall instruct, and cause each of its Subsidiaries to instruct, each such Representative not to), (i) solicit, initiate or knowingly encourage, or take any other action designed to, or which would reasonably be expected to, facilitate, any Takeover Proposal or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or otherwise cooperate in any way with, any Takeover Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 5.02(a) by the Company. The Company shall, and shall cause its Subsidiaries and direct its and its Subsidiaries’ Representatives to, (A) immediately cease and cause to be terminated all existing discussions or negotiations with any person conducted heretofore with respect to any Takeover Proposal and (B) promptly after the date hereof request the prompt return or destruction of all confidential information previously furnished to such person(s) within the last 12 months for the purpose of evaluating a possible Takeover Proposal. Notwithstanding anything in this Agreement to the contrary, at any time prior to the Offer Closing, in response to a bona fide written Takeover Proposal that the Board of Directors of the Company determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) constitutes or would reasonably be expected to lead to a Superior Proposal by such party, and which Takeover Proposal was made after the date hereof and did not result from a breach of this Section 5.02(a), the Company may, subject to compliance with Section 5.02(c) with respect to such Takeover Proposal, (x) furnish information with respect to the Company and its Subsidiaries to the person making such Takeover Proposal (and its Representatives) pursuant to a customary confidentiality agreement (which need not restrict such person from making an unsolicited Takeover Proposal) not less restrictive of such person than the Confidentiality Agreement; provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such person, and (y) participate in discussions or negotiations with the person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal.

          The term “Takeover Proposal” means any proposal or offer from any person relating to, or that would reasonably be expected to lead to, (i) any direct or indirect acquisition or purchase, in one transaction or a series of transactions, of assets (including for the purpose of this definition the outstanding equity securities of the Subsidiaries of the Company) or businesses that constitute 15% or more of the revenues, net income or the assets of the Company and its Subsidiaries, taken as a whole, or 15% or more of any class of equity securities of the Company, (ii) any tender offer or exchange

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offer that if consummated would result in any person or group beneficially owning 15% or more of any class of equity securities of the Company, or (iii) any merger, consolidation, business combination, recapitalization, liquidation, dissolution, joint venture, binding share exchange or similar transaction involving the Company or any of its Subsidiaries pursuant to which any person or group or the shareholders of any person or group would own 15% or more of any class of equity securities of the Company or of any resulting parent company of the Company or businesses or assets that constitute 15% or more of the revenues, net income or the assets of the Company and its Subsidiaries, taken as a whole, other than, in the case of each of clauses (i), (ii) and (iii), the transactions contemplated by this Agreement.

          The term “Superior Proposal” means any bona fide offer made by a third party that if consummated would result in such person (or its shareholders) owning, directly or indirectly, all or substantially all of the shares of Company Common Stock then outstanding (or of the surviving entity in a merger or the direct or indirect parent of the surviving entity in a merger) or all or substantially all the assets of the Company, which the Board of Directors of the Company determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) to be (i) more favorable to the shareholders of the Company from a financial point of view than the Merger (taking into account all the terms and conditions of such proposal and this Agreement (including any changes to the terms of this Agreement proposed by Parent in response to such offer or otherwise)) and (ii) reasonably capable of being completed, taking into account all financial, legal, regulatory and other aspects of such proposal (including the likelihood of consummation).

          (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) (A) withdraw (or modify in a manner adverse to Parent or Sub), or publicly propose to withdraw (or modify in a manner adverse to Parent or Sub), the approval, recommendation or declaration of advisability by such Board of Directors or any such committee thereof of this Agreement, the Offer, the Merger or the other transactions contemplated by this Agreement or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Takeover Proposal, or resolve or agree to take any such action (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) or (ii) adopt, approve or recommend, or propose to adopt, approve or recommend, or allow the Company or any of its Affiliates to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, or that is intended to or would reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.02(a)) (an “Acquisition Agreement”) or resolve or agree to take any such action. Notwithstanding the foregoing, at any time prior to the Offer Closing, the Board of Directors of the Company may (x) make a Company Adverse Recommendation Change if the Board of Directors of the Company determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) that failure to take such action would be inconsistent with its fiduciary duties to the shareholders of the Company under applicable law and (y) following the earlier of (1) five business days after any then-

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scheduled expiration date of the Offer on which all of the Offer Conditions set forth in clauses (ii) through (vi) of Exhibit A are satisfied or, at Sub’s sole discretion, waived and (2) the date that is 35 business days after the date on which the Offer was commenced (such earlier date being referred to as the “Superior Proposal Triggering Date”), in the case of each of clauses (1) and (2) if the Minimum Tender Condition has not been satisfied by the Superior Proposal Triggering Date, cause the Company to terminate this Agreement in response to a Superior Proposal that was made after the date hereof that did not result from a breach of this Section 5.02 and concurrently with or after such termination, cause the Company to enter into an Acquisition Agreement in respect of such Superior Proposal; provided, however, that (1) no Company Adverse Recommendation Change may be made and (2) no termination of this Agreement pursuant to Section 5.02(b)(y) may be made, in each case until after the fifth business day following Parent’s receipt of written notice from the Company advising Parent that the Board of Directors of the Company intends to make a Company Adverse Recommendation Change (a “Notice of Adverse Recommendation”) or to terminate this Agreement pursuant to Section 5.02(b)(y) (a “Notice of Termination”), as applicable, which notice shall specify the reasons for such proposed action, including, if the basis of the proposed action by the Board of Directors is a Superior Proposal, the terms and conditions of such Superior Proposal (it being understood and agreed that any amendment to the financial terms or any other material term of such Superior Proposal shall require a new Notice of Adverse Recommendation or new Notice of Termination, as applicable, and a new five business day period). In determining whether to make a Company Adverse Recommendation Change or to terminate this Agreement pursuant to Section 5.02(b)(y), (i) the Board of Directors of the Company shall take into account any proposals for changes to the terms of this Agreement proposed by Parent in response to a Notice of Adverse Recommendation, Notice of Superior Proposal or otherwise (including whether or not such proposals are binding on Parent) and (ii) the Company and its Representatives shall negotiate in good faith with Parent and its Representatives regarding any revisions to the terms of the transaction contemplated by this Agreement proposed by Parent.

          (c) In addition to the obligations of the Company set forth in paragraphs (a) and (b) of this Section 5.02, the Company shall promptly advise Parent orally and in writing of any Takeover Proposal, the material terms and conditions of any such Takeover Proposal or inquiry (including any financial terms and any other material term thereof) and the identity of the person making any such Takeover Proposal or inquiry. The Company shall (i) keep Parent informed of the status and material terms and conditions (including any change to the financial terms or any other material term thereof) of any such Takeover Proposal and any discussions and negotiations concerning the material terms and conditions thereof and (ii) provide to Parent as soon as practicable after receipt or delivery thereof with copies of all drafts and final versions (and any amendments thereto) of agreements (including schedules and exhibits thereto) relating to any such Takeover Proposal exchanged between the Company or any of its Subsidiaries (or their respective Representatives), on the one hand, and the person making such Takeover Proposal or any of its Representatives, on the other hand.

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          (d) Nothing contained in this Section 5.02 or elsewhere in this Agreement shall prohibit the Company from (x) taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or making a statement required by Rule 14d-9 promulgated under the Exchange Act, or (y) making any disclosure to the shareholders of the Company if, in the good faith judgment of the Board of Directors of the Company (after consultation with outside counsel) failure to so disclose would be inconsistent with its obligations under applicable law, including the Board of Directors’ duty of candor to the shareholders of the Company; provided, however, that in no event shall the Company or its Board of Directors or any committee thereof take, or agree or resolve to take, any action prohibited by Section 5.02(b) (it being understood that any accurate disclosure of factual information required to be made under applicable law or other applicable Legal Provisions shall not be considered a modification prohibited by Section 5.02).

ARTICLE VI

Additional Agreements

          SECTION 6.01. Preparation of the Proxy Statement; Shareholders’ Meeting. (a) If the adoption of this Agreement by the shareholders of the Company is required by applicable law, as promptly as practicable following the Offer Closing, the Company and Parent shall prepare and the Company shall file with the SEC the Proxy Statement and the Company shall use its commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement to be mailed to the shareholders of the Company as promptly as practicable after such filing. Parent shall furnish to the Company all information concerning Parent or Sub as the Company may reasonably request in connection with the preparation, filing and mailing of the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC and the staff of the SEC, on the other hand with respect to the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response and (ii) shall include in such document or response all comments reasonably proposed by Parent; provided that Parent shall use commercially reasonable efforts to provide or cause to be provided its comments to the Company as promptly as reasonably practicable after such document or response is transmitted to Parent for its review. If at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other

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parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the shareholders of the Company.

          (b) If the adoption of this Agreement by the Company’s shareholders is required by applicable law, the Company shall, as soon as reasonably practicable following the Offer Closing (or, with respect to calling, giving notice of, convening and holding a meeting of its shareholders, as soon as reasonably practicable following the expiration of the time period contemplated by Rule 14a-6(a) under the Exchange Act or the resolution of any comments from the SEC), establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders (the “Shareholders’ Meeting”) solely for the purpose of obtaining the Shareholder Approval. Subject to Section 5.02(b), the Company shall, through its Board of Directors, recommend to its shareholders adoption of this Agreement and shall include such recommendation in the Proxy Statement. Notwithstanding the foregoing, if following the Offer and any subsequent offering period and the exercise, if any, of the Top-Up Option, Parent and its Subsidiaries shall own at least 90% of the outstanding shares of the Company Common Stock, the parties hereto shall take all necessary and appropriate action, including with respect to the transfer to Sub of any shares of Company Common Stock held by Parent or any Subsidiary of Parent, to cause the Merger to become effective as soon as practicable after the Offer Closing without the Shareholders’ Meeting in accordance with Section 302A.621 of the MBCA.

          (c) At the Shareholders’ Meeting, if any, Parent agrees to cause all shares of Company Common Stock acquired pursuant to the Offer and all other shares of Company Common Stock owned by Parent or any Subsidiary of Parent to be voted in favor of the Shareholder Approval. Parent also agrees to cause all shares of Company Common Stock acquired pursuant to the Offer, and any other shares of Company Common Stock owned by Parent, Sub or any Subsidiary of Parent, to be voted in favor of the adoption of this Agreement if required by applicable law.

          SECTION 6.02. Access to Information; Confidentiality. The Company shall afford to Parent, and to Parent’s officers, employees, accountants, counsel, financial advisors and other Representatives, reasonable access (including for the purpose of coordinating integration and transition planning activities with the employees of the Company and its Subsidiaries) during normal business hours and upon reasonable prior notice to the Company during the period prior to the Effective Time or the termination of this Agreement to all its and its Subsidiaries’ properties, books, Contracts, personnel and records but only to the extent that such access is not prohibited by applicable Legal Provisions and does not unreasonably interfere with the business or operations of the Company and its Subsidiaries, and, during such period, the Company shall furnish promptly to Parent (a) a copy of each report, schedule, registration statement and other document filed by it after the date of this Agreement pursuant to the requirements of Federal or state securities laws, other than any such report, schedule, registration statement or other document that is available in unredacted form on EDGAR, (b) a copy of each correspondence or written communication, other than immaterial correspondence and written communication, with any United States Federal or state Governmental Entity

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and (c) all other information concerning its and its Subsidiaries’ business, properties and personnel as Parent may reasonably request; provided, however, that the Company shall not be required to (or to cause any of its Subsidiaries to) afford such access or furnish such copies or other information to the extent that doing so would result in a violation of applicable Legal Provisions or the loss of attorney-client privilege (provided that the Company shall use its reasonable best efforts to allow for such access or disclosure in a manner that does not result in a violation of applicable Legal Provisions or loss of attorney-client privilege). Except for disclosures expressly permitted by the terms of the Confidentiality Agreement, Parent shall hold, and shall cause its officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreement and shall otherwise comply with the Confidentiality Agreement with respect to such information. No investigation pursuant to this Section 6.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

          SECTION 6.03. Commercially Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions set forth in Exhibit A and Article VII to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including any acts, actions, nonactions, waivers, consents, approvals and steps in respect of Chapter 80B of the Minnesota Statutes), and (iii) the obtaining of all necessary consents, approvals or waivers from third parties; provided that none of the Company, Parent or Sub shall be required to make any payment to any such third parties or concede anything of value to obtain such consents. In connection with and without limiting the foregoing, the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the transactions contemplated by this Agreement and any similar filings in other jurisdictions that counsel for Parent reasonably deems necessary, in each case as promptly as practicable after the date of this Agreement. The HSR Filing shall be in substantial compliance with the requirements of the HSR Act. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any similar filings in other jurisdictions, to request early termination of the waiting period required by the HSR Act and the laws of any other jurisdiction where an antitrust notification is made, and, if requested, to promptly amend or furnish

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additional information thereunder. Each of Parent and the Company agrees that, during the term of this Agreement, it will not withdraw its filing under the HSR Act or any other similar filings in other jurisdictions without the written consent of the other party. The parties agree to cooperate and to use their respective reasonable commercial efforts to respond to any requests for information from a Governmental Entity as promptly as practicable. Each party shall (i) give the other parties hereto prompt notice upon obtaining knowledge of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other parties hereto informed as to the status of any such request, inquiry, investigation, action or legal proceeding, (iii) promptly inform the other parties hereto of any communication to or from the U.S. Federal Trade Commission, the U.S. Department of Justice, any foreign competition authority or any other Governmental Entity regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement and (iv) subject to the terms of Section 6.02, use commercially reasonable efforts to furnish to each other all information required for any filing, form, declaration, notification, registration and notice, other than confidential or proprietary information not directly related to the transactions contemplated by this Agreement. The parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any request or additional request for additional information or documentary material pursuant to Section 7A(e) of the HSR Act or in connection with any other legal investigation, action or proceeding. Each party shall use commercially reasonable efforts to comply promptly with a Request for Additional Information pursuant to 15 U.S.C. Section 18a(e)(1). The Company and its Board of Directors shall (1) use commercially reasonable efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Offer, the Merger or any of the other transactions contemplated by this Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Offer, the Merger or any of the other transactions contemplated by this Agreement, use commercially reasonable efforts to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement. Nothing in this Agreement shall be deemed to require Parent to agree to, or proffer to, divest or hold separate any assets or any portion of any business of Parent, the Company or any of their respective Subsidiaries.

          SECTION 6.04. Company Stock Options; Company Restricted Shares; Company PSU Awards; ESPP. (a) As soon as practicable following the date of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the following:

     (i) adjust the terms of all outstanding Company Stock Options, whether vested or unvested, as necessary to provide that the Company Stock

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Options will become fully exercisable and may be exercised before the Effective Time at such applicable time or times as specified in the Company Stock Plans, and, at the Effective Time, each Company Stock Option outstanding immediately prior to the Effective Time shall be canceled and the holder thereof shall then become entitled to receive, in full satisfaction of the rights of such holder with respect thereto, as soon as practicable following the Effective Time, a single lump sum cash payment equal to the product of (A) the number of shares of Company Common Stock for which such Company Stock Option shall not theretofore have been exercised and (B) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Stock Option;

     (ii) adjust the terms of all outstanding Company Restricted Shares as necessary to provide that each Company Restricted Share outstanding immediately prior to the Effective Time will vest in full and be converted into the right to receive the Merger Consideration pursuant to Section 3.01(c);

     (iii) adjust the terms of each outstanding Company PSU Award as necessary to provide that (A) the applicable performance period shall terminate immediately prior to the Effective Time, and the greater of (1) 100% of the stock units subject to such PSU Award and (2) the applicable percentage of stock units subject to such PSU Award determined in accordance with the vesting schedule set forth in the applicable award agreement based on the Company’s “Actual TSR Performance” (as defined in the applicable award agreement) for the shortened performance period, shall vest in full; (B) each such stock unit that so vests shall be converted into the right to receive the sum of (y) the Merger Consideration and (z) a cash amount equal to the aggregate per-share amount of any ordinary cash dividends paid by the Company on the Company Common Stock during the shortened performance period; and (C) any stock units subject to such PSU Award that do not vest pursuant to this Section 6.04(a)(iii) shall terminate as of the Effective Time; and

     (iv) make such other changes to the Company Stock Plans as the Company and Parent may agree are appropriate to give effect to the Merger.

          (b) As soon as practicable following the date of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee of the Board of Directors of the Company administering the ESPP), shall adopt such resolutions or take such other actions as may be required to provide that with respect to the ESPP (i) participation following the date of this Agreement shall be limited to those employees who participate on the date of this Agreement, (ii) except to the extent necessary to maintain the status of the ESPP as an “employee stock purchase plan” within the meaning of Section 423 of the Code and the Treasury Regulations thereunder, participants may not increase their payroll deductions or purchase elections from those in effect on the date of this Agreement, (iii) no offering period shall be commenced after the date of this Agreement, (iv) each participant’s outstanding right to purchase shares of Company Common Stock under the ESPP shall terminate on the day immediately prior to the day on which the Effective Time occurs (if not earlier terminated pursuant to the terms of the

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ESPP); provided that all amounts allocated to each participant’s account under the ESPP as of such date shall thereupon be used to purchase from the Company whole shares of Company Common Stock at the applicable price determined under the terms of the ESPP for the then outstanding offering periods using such date as the final purchase date for each such offering period, and (v) the ESPP shall terminate immediately following such purchases of Company Common Stock.

          (c) All amounts payable pursuant to Sections 6.04(a) and 6.04(b) shall be subject to any required withholding of taxes and shall be paid without interest as soon as practicable following the Effective Time.

          (d) The Company shall ensure that following the Effective Time, no holder of a Company Stock Option, Company Restricted Share, Company PSU Award or Company Stock-Based Award (or former holder of a Company Stock Option, Company Restricted Share, Company PSU Award, Company Warrant or Company Stock-Based Award) or any current or former participant in any Company Stock Plan, Company Benefit Plan or Company Benefit Agreement shall have any right thereunder to acquire any capital stock of the Company, the Surviving Corporation or their Subsidiaries or any other equity interest therein (including “phantom” stock or stock appreciation rights).

          SECTION 6.05. Indemnification; Advancement of Expenses; Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company as provided in the Company Certificate, the Company Bylaws or any indemnification Contract between such directors or officers and the Company (in each case, as in effect on the date hereof or as amended or entered into prior to the Closing with the consent of Parent), without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms.

          (b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys a material portion of its properties and other assets to any person, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 6.05 or Parent shall take such other action to ensure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished.

          (c) Parent shall obtain, at the Effective Time, a prepaid (or “tail”) directors’ and officers’ liability insurance policy in respect of acts or omissions occurring at or prior to the Effective Time for six years from the Effective Time, covering each person currently covered by the Company’s directors’ and officers’ liability insurance policy (a complete and accurate copy of which has been heretofore made available to

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Parent) on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date of this Agreement; provided, however, that in satisfying its obligation under this Section 6.05(c), Parent shall not be obligated to pay more than $1,400,000 in the aggregate to obtain such coverage. It is understood and agreed that in the event such coverage cannot be obtained for $1,400,000 or less in the aggregate, Parent shall be obligated to obtain, effective from the Effective Time and for six years thereafter, a prepaid policy providing the maximum coverage as may be obtained for such $1,400,000 aggregate amount.

          (d) The provisions of this Section 6.05 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise.

          SECTION 6.06. Fees and Expenses. (a) Except as provided in paragraph (b) of this Section 6.06, all fees and expenses incurred in connection with this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Offer or the Merger is consummated.

          (b) In the event that (i) this Agreement is terminated by (A) Parent pursuant to Section 8.01(e) or (B) the Company pursuant to Section 8.01(g) or (ii) (A) prior to the Offer Closing, a Takeover Proposal shall have been made directly to the shareholders of the Company generally or shall have otherwise become publicly known or any person shall have publicly announced an intention (whether or not conditional and whether or not withdrawn) to make a Takeover Proposal, (B) thereafter this Agreement is terminated by either Parent or the Company pursuant to Section 8.01(b)(i) or by Parent pursuant to Section 8.01(f) and (C) within 12 months after such termination, the Company enters into a definitive Contract to consummate, or consummates, the transactions contemplated by any Takeover Proposal, then the Company shall pay Parent a fee equal to $31,000,000 (the “Termination Fee”) by wire transfer of same-day funds on the first business day following (x) in the case of a payment required by clause (i) above, the date of termination of this Agreement and (y) in the case of a payment required by clause (ii) above, the date of the first to occur of the events referred to in clause (ii)(C). For purposes of clause (ii)(C) of the immediately preceding sentence only, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.02(a) except that all references to “15%” therein shall be deemed to be references to “35%”.

          (c) The Company and Parent acknowledge and agree that the agreements contained in Section 6.06(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly, if the Company fails promptly to pay the amount due pursuant to Section 6.06(b), and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the Termination Fee, the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the

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Termination Fee from the date such payment was required to be made until the date of payment at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made.

          SECTION 6.07. Public Announcements. Except (a) with respect to any Company Adverse Recommendation Change made in accordance with the terms of this Agreement and (b) with respect to disclosures that are consistent with prior disclosures made in compliance with this Section 6.07, Parent and the Company shall consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or other public statements with respect to the transactions contemplated by this Agreement, including the Offer and the Merger, and shall not issue any such press release or make any such public statement prior to such consultation, except as such party may reasonably conclude may be required by applicable law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system. The parties agree that all formal Company employee communication programs or announcements with respect to the transactions contemplated by this Agreement shall be in the forms mutually agreed to by the parties (such agreement not to be unreasonably withheld or delayed). The parties agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement shall be in the form heretofore agreed to by the parties.

          SECTION 6.08. Shareholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent.

          SECTION 6.09. Employee Matters. (a) For a period of not less than six months following the Effective Time, the employees of the Company and its Subsidiaries employed primarily in the United States who remain in the employment of the Surviving Corporation and its Subsidiaries (the “Continuing Employees”) shall receive employee benefits that are substantially comparable in the aggregate to the employee benefits provided to such employees of the Company and its Subsidiaries immediately prior to the Effective Time; provided that neither Parent nor the Surviving Corporation nor any of their Subsidiaries shall have any obligation to issue, or adopt any plans or arrangements providing for the issuance of, shares of capital stock, warrants, options, stock appreciation rights or other rights in respect of any shares of capital stock of any entity or any securities convertible or exchangeable into such shares pursuant to any such plans or arrangements; provided further, that no plans or arrangements of the Company or any of its Subsidiaries providing for such issuance shall be taken into account in determining whether employee benefits are substantially comparable in the aggregate.

          (b) Parent shall cause the Surviving Corporation to recognize the service of each Continuing Employee as if such service had been performed with Parent (i) for purposes of vesting (but not benefit accrual) under Parent’s defined benefit pension plan, (ii) for purposes of eligibility for vacation under Parent’s vacation program, (iii) for purposes of eligibility and participation under any health or welfare plan maintained by

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Parent (other than any post-employment health or post-employment welfare plan) and (iv) unless covered under another arrangement with or of the Company, for benefit accrual purposes under Parent’s severance plan (in the case of each of clauses (i), (ii), (iii) and (iv), solely to the extent that Parent makes such plan or program available to employees of the Surviving Corporation and not in any case where credit would result in duplication of benefits), but not for purposes of any other employee benefit plan of Parent.

          (c) Nothing contained herein shall be construed as requiring, and the Company shall take no action that would have the effect of requiring, Parent or the Surviving Corporation to continue any specific plans or to continue the employment of any specific person. Furthermore, no provision of this Agreement shall be construed as prohibiting or limiting the ability of Parent or the Surviving Corporation to amend, modify or terminate any plans, programs, policies, arrangements, agreements or understandings of Parent, the Company or the Surviving Corporation and nothing therein shall be construed as an amendment to any such plan, program, policy, arrangement, agreement or understanding for any purpose. Without limiting the scope of Section 9.07, nothing in this Section 6.09 shall confer any rights or remedies of any kind or description upon any Continuing Employee or any other person other than Parent, the Company and their respective successors and assigns.

          (d) With respect to any welfare plan maintained by Parent in which Continuing Employees are eligible to participate after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) waive all limitations as to preexisting conditions and exclusions with respect to participation and coverage requirements applicable to such employees to the extent such conditions and exclusions were satisfied or did not apply to such employees under the welfare plans of the Company and its Subsidiaries prior to the Effective Time and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any analogous deductible or out-of-pocket requirements to the extent applicable under any such plan.

          (e) With respect to the employees of the Company who are employed primarily outside the United States, following the Effective Time, Parent and its Subsidiaries will provide such employees with employee benefits in accordance with applicable law.

          SECTION 6.10. Actions with Respect to the Company Convertible Notes. (a) The Company shall, pursuant to and in accordance with the terms of the Company Convertible Notes Indenture, take all actions necessary to redeem all outstanding Company Convertible Notes with a Redemption Date (as defined in the Company Convertible Notes Indenture) of January 1, 2009, at a price not to exceed the Redemption Price (as defined in the Company Convertible Notes Indenture) plus all accrued and unpaid interest thereon, and in connection with such redemption take all other actions as may be necessary to satisfy and discharge the Company Convertible Notes Indenture.

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          (b) The Company has delivered to Parent a true and accurate copy of that certain letter agreement (the “Company Hedge Agreement”) dated as of December 17, 2003, between the Company and Credit Suisse (f/k/a Credit Suisse First Boston International) in respect of the convertible note hedge transaction (the “Company Hedge”) between the Company and Credit Suisse, and has not and will not take any action to waive or amend any rights available to it under the Company Hedge Agreement. Following the date hereof, the Company (i) shall not make any payments in respect of the Company Hedge other than as expressly set forth in the Company Hedge Agreement as in effect on the date hereof, (ii) shall not notify Credit Suisse that it intends to settle the Company Hedge through Net Cash Settlement or Net Share Settlement and (iii) shall, with respect to each Conversion Event occurring after the date hereof, settle the Company Hedge through Physical Settlement. For purposes of this Section 6.10(b), the terms “Conversion Event”, “Physical Settlement”, “Net Cash Settlement” and “Net Share Settlement” have the respective meanings assigned to such terms in the Company Hedge Agreement, as in effect on the date of this Agreement.

          SECTION 6.11. Actions with Respect to Lines of Credit. From and after the date of this Agreement, the Company shall cooperate with Parent and Sub and use its commercially reasonable efforts in order to facilitate the repayment of all amounts that may be owing under the Credit Agreement dated as of May 25, 2005, among the Company, Bank of the West, Union Bank of California, N.A. and Wells Fargo Bank National Association (the “Credit Agreement”) and the Credit Agreement dated as of October 4, 2005, between the Company and Cooperative RaboBank Leiden, Leiderdorp en Oestgstgeest U.A. (collectively, the “Existing Credit Facilities”) at the Closing Date (or, if requested by Parent, at the Offer Closing), and to permanently terminate the commitments thereunder and discharge and release all guarantees, Liens or other obligations in respect of the Existing Credit Facilities, in each case effective as of the Closing Date (or, if requested by Parent, as of the Offer Closing), including by obtaining all necessary waivers of any advance notice requirements with respect thereto and facilitating the execution by the lenders and agents under the Existing Credit Facilities of customary pay-off letters, lien releases and similar documentation; provided, however, that in no event shall the Company or any of its Subsidiaries agree to the payment of any fees, penalties, premium or other amounts in respect of the matters contemplated by this Section 6.11 without the prior consent of Parent (other than as may be required by the terms of the Existing Credit Facilities as in effect on the date hereof).

          SECTION 6.12. Directors. (a) Effective upon the Offer Closing, Parent shall be entitled, subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, to designate, from time to time, such number of members of the Board of Directors of the Company as will give Parent representation equal to at least that number of directors, rounded up to the next whole number, that is the product of (a) the total number of directors (giving effect to the directors elected or appointed pursuant to this sentence) multiplied by (b) the percentage that (i) the number of shares of Company Common Stock owned by Parent and its Subsidiaries (including shares of Company Common Stock accepted for payment pursuant to the Offer and any Top-Up Shares) bears to (ii) the number of shares of the Company Common Stock then outstanding; provided, however, that Parent shall be entitled to designate at least a majority of the

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members of the Board of Directors of the Company (as long as Parent and its Affiliates beneficially own a majority of the shares of the Company Common Stock). At such times, subject to applicable law, the Company will cause individuals designated by Parent to constitute such number of members of each committee of the Board of Directors of the Company, rounded up to the next whole number, that represents the same percentage as such individuals represent on the Board of Directors of the Company, other than any committee established to take action under this Agreement pursuant to Section 6.12(b). The Company shall take all action reasonably requested by Parent necessary to effect any such election or appointment, including (A) increasing the size of the Board of Directors of the Company and (B) obtaining the resignation of such number of its current directors as is, in each case, necessary to enable such designees to be so elected or appointed to the Board of Directors of the Company in compliance with applicable law (including, to the extent applicable prior to the Effective Time, Rule 10A-3 under the Exchange Act and the applicable rules of the NYSE). The Company shall mail to its shareholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, and the Company agrees to make such mailing concurrently with the mailing of the Schedule 14D-9 (provided that Parent and Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to such designees and with respect to Parent’s officers, directors and affiliates).

          (b) Following the election or appointment of Parent’s or Sub’s designees pursuant to Section 6.12(a) and prior to the Effective Time, the affirmative vote of a majority of the Independent Directors then in office shall be required for the Company to consent (a) to amend or terminate this Agreement, (b) to waive any of the Company’s rights or remedies under this Agreement or (c) to extend the time for the performance of any of the obligations or other acts of Parent or Sub. Such authorization shall constitute the authorization of the Board of Directors of the Company and no other action on the part of the Company, including any actions by any other director of the Company, shall be required to authorize such action. For purposes of this Agreement, an “Independent Director” shall mean a member of the Company’s Board of Directors who is a member of the Company’s Board of Directors on the date of this Agreement and who is not an officer of Parent.

          (c) In the event that Parent’s designees are elected or appointed to the Board of Directors pursuant to this Section 6.12, then, until the Effective Time, the Company shall cause the Board of Directors of the Company to maintain at least three Independent Directors; provided, however, that, if the number of Independent Directors is reduced below three for any reason, the remaining Independent Directors shall be entitled to elect or designate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, employees, shareholders or Affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement.

          SECTION 6.13. Rule 14d-10 Matters. Notwithstanding anything in this Agreement to the contrary, the Company will not, after the date hereof and prior to the

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Offer Closing, enter into, establish, amend or modify any plan, program, agreement or arrangement pursuant to which compensation is paid or payable, or pursuant to which benefits are provided, in each case to any former, current or future director, officer, employee, consultant, advisor or independent contractor of the Company or any of its Subsidiaries (or any person who would have assumed such role or performed such duties but for a requirement to refrain from assuming such role or performing such duties in such plan, program, agreement or arrangement) unless, prior to such entry into, establishment, amendment or modification, the Compensation Committee (each member of which shall be an “independent director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act at the time of any such action) shall have taken all such steps as may be necessary to (i) approve as an Employment Compensation Arrangement each such plan, program, agreement or arrangement and (ii) satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(2) under the Exchange Act with respect to such plan, program, agreement or arrangement.

ARTICLE VII

Conditions Precedent

          SECTION 7.01. Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger is subject to the satisfaction or (to the extent permitted by law) waiver on or prior to the Closing Date of the following conditions:

          (a) Shareholder Approval. The Shareholder Approval shall have been obtained if required by applicable law.

          (b) HSR Act. The waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have been terminated or shall have expired.

          (c) No Injunctions or Restraints. No temporary restraining order, preliminary or permanent injunction or other judgment or order issued by any court of competent jurisdiction or other statute, law, rule, legal restraint or prohibition by any Governmental Entity (collectively, “Restraints”) shall be in effect preventing the consummation of the Merger.

          (d) Foreign Regulatory Approval. All applicable foreign antitrust and similar regulatory clearances shall have been obtained from the relevant Governmental Entities.

          (e) Purchase of Company Common Stock in the Offer. Sub shall have previously accepted for payment all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer.

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ARTICLE VIII

Termination, Amendment and Waiver

          SECTION 8.01. Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after receipt of the Shareholder Approval:

          (a) subject to Section 6.12(b), by mutual written consent of Parent, Sub and the Company;

          (b) by either Parent or the Company:

     (i) if the Offer Closing shall not have occurred prior to June 1, 2009 (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 8.01(b)(i) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Offer Closing to occur prior to such date and such action or failure to act constitutes a breach of this Agreement; or

     (ii) if any Restraint preventing the consummation of the Offer or the Merger shall be in effect and shall have become final and nonappealable;

          (c) prior to the Offer Closing, by Parent (i) if the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform (A) would give rise to the failure of a condition set forth in clause (vi) of Exhibit A and (B) is incapable of being cured by the Company by the Termination Date, or, if capable of being cured by the Company by the Termination Date, is not cured by the Company within 45 calendar days following receipt of written notice of such breach or failure to perform from Parent or (ii) if any Restraint having the effects referred to in clauses (a) through (c) of clause (iii) of Exhibit A shall be in effect and shall have become final and nonappealable;

          (d) prior to the Offer Closing, by the Company, if (A) Parent shall have breached any of its representations or warranties set forth in this Agreement, which breach would result in any such representations or warranties that are qualified as to materiality not being true and correct, or any such representations or warranties that are not so qualified not being true and correct in all material respects or (B) Parent or Sub shall have failed to perform in all material respects all obligations required to be performed by them under this Agreement at or prior to the Offer Closing Date, in each case which breach or failure to perform is incapable of being cured by Parent or Sub by the Termination Date or, if capable of being cured by Parent or Sub by the Termination Date, is not cured by Parent or Sub within 45 calendar days following receipt of written notice of such breach or failure to perform from the Company;

          (e) by Parent, in the event that prior to the Offer Closing (i) a Company Adverse Recommendation Change shall have occurred or (ii) the Board of

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Directors of the Company fails publicly to reaffirm its recommendation of this Agreement, the Offer, the Merger or the other transactions contemplated by this Agreement (x) within 10 business days of receipt of a written request by Parent to provide such reaffirmation following a Takeover Proposal or (y) if the Termination Date is less then 10 business days from the receipt of such request by Parent, by the close of business on the business day immediately preceding the Termination Date;

          (f) by Parent if, on any then-scheduled expiration date for the Offer (the “Initial Expiration Date”), (x) each of the Offer Conditions set forth in clauses (ii) through (vi) of Exhibit A have been satisfied or, in Sub’s sole discretion, waived and (y) the Minimum Tender Condition has not been satisfied; provided, however, that, Parent may not exercise its termination right under this Section 8.01(f) unless (1) Parent shall have provided written notice to the Company of such Initial Expiration Date and that Parent intends to terminate this Agreement pursuant to this Section 8.01(f), which notice shall include the length of the Extension Period (as defined below), (2) Parent shall have caused Sub to, and Sub shall have, irrevocably extended the Offer for a period of at least five business days following the Initial Expiration Date (or, if the Termination Date is less than five business days following the Initial Expiration Date, until the business day immediately preceding the Termination Date) (such period, the “Extension Period”) and (3) at the end of the Extension Period, the Minimum Tender Condition shall not have been satisfied; or

          (g) by the Company in accordance with the terms of Section 5.02(b)(y).

          SECTION 8.02. Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 8.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company under this Agreement, except that (a) the provisions of Section 4.01(s), the penultimate sentence of Section 6.02, Section 6.06, this Section 8.02 and Article IX, shall survive such termination, and (b) the termination of this Agreement shall not relieve any party hereto from any liability for any willful and material breach of any of its representations or warranties set forth in this Agreement or any material breach of any covenants or agreements set forth in this Agreement.

          SECTION 8.03. Amendment. Subject to Section 6.12(b), this Agreement may be amended by the parties hereto at any time before or after the Offer Closing shall have occurred or the Shareholder Approval, if required by applicable law, has been obtained; provided, however, that (a) after the Offer Closing, there shall be no amendment that decreases the Merger Consideration and (b) after the Shareholder Approval has been obtained, there shall be made no amendment that by law requires further approval by the shareholders of the Company without such approval having been obtained. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

          SECTION 8.04. Extension; Waiver. At any time prior to the Effective Time, the parties may, subject to Section 6.12(b), (a) extend the time for the performance

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of any of the obligations or other acts of the other parties, (b) to the extent permitted by law, waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto or (c) to the extent permitted by law, waive compliance with any of the agreements or conditions contained herein; provided, however, that after the Shareholder Approval has been obtained, there shall be made no waiver that by law requires further approval by the shareholders of the Company without such approval having been obtained. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

          SECTION 8.05. Procedure for Termination. Subject to Section 6.12(b), termination of this Agreement pursuant to Section 8.01 shall, in order to be effective, require, in the case of the Company, action by its Board of Directors.

ARTICLE IX

General Provisions

          SECTION 9.01. Nonsurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 9.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

          SECTION 9.02. Notices. Except for notices that are specifically required by the terms of this Agreement to be delivered orally, all notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed given if delivered personally, telecopied (which is confirmed) or sent by overnight courier (providing proof of delivery) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

          if to Parent or Sub, to:

Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, New Jersey 08933

Telecopy No.: (732) 524-2788
Attention: Office of the General Counsel

with a copy to:

Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019

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Telecopy No.: (212) 474-3700
Attention: Robert I. Townsend, III, Esq.
                   Damien R. Zoubek, Esq.

          if to the Company, to:

Mentor Corporation
201 Mentor Drive
Santa Barbara, California 93111

Telecopy No.: (805) 967-3362
Attention: Chief Executive Officer

with a copy to:

Morrison & Foerster LLP
12531 High Bluff Drive
San Diego, California 92130

Telecopy No.: (858) 720-5125
Attention: Scott M. Stanton, Esq.

          SECTION 9.03. Definitions. For purposes of this Agreement:

          (a) an “Affiliate” of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person;

          (b) “business day” has the meaning set forth in Rule 14d-1(g)(3) of the Exchange Act.

          (c) “Company Consolidated Group” means any affiliated group within the meaning of Section 1504(a) of the Code, or any other similar state, local or foreign law, in which the Company (or any Subsidiary of the Company) is or has ever been a member or any group of corporations with which the Company (or any Subsidiary of the Company) files, has filed or is or was required to file an affiliated, consolidated, combined, unitary or aggregate tax return.

          (d) “Knowledge” of any person that is not an individual means, with respect to any matter in question, the actual knowledge of such person’s executive officers after making due inquiry of the other executives and managers having primary responsibility for such matter; provided, however, that for purposes of Section 4.01(p) only, “Knowledge” shall also include the actual knowledge of AnnaMarie Daniels, Thomas Garcia, Udo Graf, Joseph A. Newcomb and Lou Masi.

          (e) “Material Adverse Change” or “Material Adverse Effect” means any change, effect, event, occurrence, state of facts or development which individually or in the aggregate would reasonably be expected to result in any change or effect, that (i) is

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materially adverse to the business, financial condition, results of operations or prospects of the Company and its Subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent or materially impede, materially interfere with, materially hinder or materially delay the consummation of the Offer or the Merger; provided that none of the following shall be deemed, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Material Adverse Effect or a Material Adverse Change: (A) any change, effect, event, occurrence, state of facts or development relating to the economy or financial or securities markets or political conditions in general in the United States or in any other jurisdiction in which the Company or any of its Subsidiaries has operations or conducts business, (B) any change, effect, event, occurrence, state of facts or development reasonably attributable to conditions affecting the industry in which the Company participates (other than as may arise or result from regulatory action by a Governmental Entity), so long as the effects do not materially disproportionately impact the Company in relation to other companies participating in such industry, (C) any adverse change in applicable Legal Provisions or GAAP, so long as the effects do not materially disproportionately impact the Company in relation to other companies participating in the industry in which the Company participates, (D) any change directly attributable to the negotiation, execution or announcement of the Offer and the Merger and (E) any failure, in and of itself, by the Company to meet any internal or published projections, forecasts or revenue or earnings predictions for any period ending on or after the date of this Agreement (it being understood that the facts or occurrences giving rise to or contributing to such failure may be deemed to constitute, or be taken into account in determining whether there has been or will be, a Material Adverse Effect or Material Adverse Change);

          (f) “person” means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity; and

          (g) a “Subsidiary” of any person means another person, an amount of the voting securities, other voting rights or voting partnership interests of which is sufficient to elect at least a majority of its board of directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first person.

          (h) “tax” or “taxes” means (whether disputed or not) all (i) Federal, state, local and foreign income, property, sales, use, excise, withholding, payroll, employment, social security, capital gain, alternative minimum, transfer and other taxes and similar governmental charges, including any interest, penalties and additions with respect thereto, (ii) liability for the payment of any amounts of the type described in clause (i) as a result of being a member of an affiliated, consolidated, combined, unitary or aggregate group or as a transferee or successor and (iii) liability for the payment of any amounts as a result of being party to any tax sharing agreement or as a result of any express or implied obligation to indemnify any other person with respect to the payment of any amounts of the type described in clause (i) or (ii).

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          (i) “tax return” or “tax returns” means all returns (including amended returns), requests for extensions of time, claims for refund, declarations of estimated tax payments, reports, estimates, information returns and statements, including any related or supporting information with respect to any of the foregoing, filed or to be filed with any taxing authority in connection with the determination, assessment, collection or administration of any taxes.

          (j) “taxing authority” means any Federal, state, local or foreign government, any subdivision, agency, commission or authority thereof, or any quasi-governmental body exercising tax regulatory authority.

          SECTION 9.04. Interpretation. When a reference is made in this Agreement to an Article, a Section, Exhibit or Schedule, such reference shall be to an Article of, a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement or in any Exhibit or Schedule hereto are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to “this Agreement” shall include the Company Disclosure Letter. Whenever the words “provided to Parent”, “delivered to Parent” or similar words are used in this Agreement, such words shall include making documents available to Parent prior to and through the date of this Agreement in the electronic data room maintained by Merrill Corporation. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any Contract or statute defined or referred to herein or in any Contract that is referred to herein means (a) in the case of any statute, such statute and any comparable statute that from time to time replaces such statute by succession and (b) in the case of any Contract, such Contract and all attachments thereto and instruments incorporated therein. References to a person are also to its permitted successors and assigns. References to matters disclosed in the Filed Company SEC Documents exclude any disclosures under the heading “Risk Factors” and any other disclosures of risks that are predictive or forward-looking in nature.

          SECTION 9.05. Consents and Approvals. For any matter under this Agreement requiring the consent or approval of any party to be valid and binding on the parties hereto, such consent or approval must be in writing.

          SECTION 9.06. Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile), all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

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          SECTION 9.07. Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Confidentiality Agreement (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement and the Confidentiality Agreement and (b) except for the provisions of Section 6.05, are not intended to and do not confer upon any person other than the parties any legal or equitable rights or remedies.

          SECTION 9.08. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF MINNESOTA, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.

          SECTION 9.09. Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other parties, and any assignment without such consent shall be null and void, except that Parent or Sub, upon prior written notice to the Company, may assign, in its sole discretion, any of or all its rights, interests and obligations under this Agreement (a) in the case of Parent, to any direct or indirect wholly owned Subsidiary of Parent and (b) in the case of Sub, to Parent or to any direct or indirect wholly owned Subsidiary of Parent, but no such assignment shall relieve Parent or Sub, as applicable, of any of its obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

          SECTION 9.10. Specific Enforcement; Consent to Jurisdiction. The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the United States District Court for the Southern District of New York, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of the United States District Court for the Southern District of New York in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the United States District Court for the Southern District of New York and (d) waives any requirement for the securing or posting of any bond, guarantee or other undertaking in connection with the obtaining of any specific performance or injunctive relief. Any party’s pursuit of specific performance at any time will not be deemed an election of remedies or waiver of the right to pursue any other

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right or remedy to which such party may be entitled, including the right to pursue remedies for liabilities or damages incurred or suffered by such party.

          SECTION 9.11. Waiver of Jury Trial. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or other proceeding arising out of this Agreement or the transactions contemplated hereby. Each party hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement, by, among other things, the mutual waiver and certifications in this Section 9.11.

          SECTION 9.12. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

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          IN WITNESS WHEREOF, Parent, Sub and the Company have caused this Agreement to be signed by their respective officers hereunto duly authorized, all as of the date first written above.

JOHNSON & JOHNSON,
by	/s/ Alex Gorsky
	Name:	Alex Gorsky
	Title:	Company Group Chairman, Ethicon, Inc.
MAPLE MERGER SUB, INC.,
by	/s/ Kenneth J. Tompkins
	Name:	Kenneth J. Tompkins
	Title:	Chief Financial Officer
MENTOR CORPORATION,
by	/s/ Joshua H. Levine
	Name:	Joshua H. Levine
	Title:	President & Chief Executive Officer

ANNEX I
TO THE MERGER AGREEMENT

Index of Defined Terms

Term
409A Authorities	Section 4.01(l)(xi)
2005 Plan	Section 4.01(c)
Acquisition Agreement	Section 5.02(b)
Actions	Section 5.01(d)(i)
Affiliate	Section 9.03(a)
Agreement	Preamble
AJCA	Section 4.01(l)(xi)
Biologic	Section 4.01(v)(i)
Certificate	Section 3.01(c)
Certificate of Merger	Section 2.03
Closing	Section 2.02
Closing Date	Section 2.02
Code	Section 1.01(d)
Commonly Controlled Entity	Section 4.01(k)
Company	Preamble
Company Adverse Recommendation Change	Section 5.02(b)
Company Benefit Agreements	Section 4.01(g)
Company Benefit Plans	Section 4.01(k)
Company Bylaws	Section 4.01(a)
Company Certificate	Section 2.05(a)
Company Common Stock	Preamble
Company Consolidated Group	Section 9.03(c)
Company Convertible Notes	Section 4.01(c)
Company Convertible Notes Indenture	Section 4.01(c)
Company Disclosure Letter	Section 4.01
Company Hedge	Section 6.10(b)
Company Hedge Agreement	Section 6.10(b)
Company Pension Plan	Section 4.01(l)(i)
Company Preferred Stock	Section 4.01(c)
Company Reorganization	Section 4.01(y)
Company Restricted Shares	Section 4.01(c)
Company PSU Awards	Section 4.01(c)
Company SEC Documents	Section 4.01(e)(i)
Company Stock-Based Awards	Section 4.01(c)
Company Stock Options	Section 4.01(c)
Company Stock Plans	Section 4.01(c)
Company Warrants	Section 4.01(c)
Company Warrants Agreements	Section 4.01(c)
Compensation Committee	Section 4.01(c)
Confidentiality Agreement	Section 1.02(c)
Continuing Employees	Section 6.09(a)
Contract	Section 4.01(d)
Contractual Restriction	Section 4.01(p)(i)
Cosmetic	Section 4.01(v)(i)
Credit Agreement	Section 6.11
Dissenter Rights Statutes	Section 3.01(d)
Dissenting Shares	Section 3.01(d)
Drug	Section 4.01(v)(i)

A-1

Term
Effective Time	Section 2.03
Employment Compensation Arrangement	Section 4.01(c)
Environmental Laws	Section 4.01(j)
ERISA	Section 4.01(j)(ii)
ESPP	Section 4.01(c)
Exchange Act	Section 1.01(a)
Exchange Fund	Section 3.02(a)
Existing Credit Facilities	Section 6.11
Expiration Date	Exhibit A
Extension Period	Section 8.01(h)
FDA	Section 4.01(v)(viii)
FDCA	Section 4.01(v)(viii)
Filed Company SEC Documents	Section 4.01(e)(i)
Foreign Benefit Plans	Section 4.01(l)(xii)
GAAP	Section 4.01(e)(i)
Governmental Entity	Section 4.01(d)
Grant Date	Section 4.01(c)
Hazardous Materials	Section 4.01(j)(ii)
HSR Act	Section 4.01(d)
HSR Filing	Section 6.03
HCT/P	Section 4.01(v)(i)
Information Statement	Section 4.01(d)
Initial Expiration Date	Section 8.01(h)
Intellectual Property Rights	Section 4.01(p)(i)
IRS	Section 4.01(l)(i)
Knowledge	Section 9.03(b)
Legal Provisions	Section 4.01(j)(i)
Liens	Section 4.01(b)
Material Adverse Change	Section 9.03(c)
Material Adverse Effect	Section 9.03(c)
Medical Device	Section 4.01(v)(i)
Merger	Preamble
Merger Consideration	Section 3.01(c)
MBCA	Preamble
Minimum Tender Condition	Exhibit A
Minnesota Registration Statement	Schedule 1.01(e)
Nonqualified Deferred Compensation Plan	Section 4.01(l)(xi)
Notice of Adverse Recommendation	Section 5.02(b)
Notice of Termination	Section 5.02(b)
NYSE	Section 4.01(c)
Offer	Preamble
Offer Closing	Section 1.01(a)
Offer Closing Date	Section 1.01(a)
Offer Conditions	Section 1.01(a)
Offer Documents	Section 1.01(b)
Offer Price	Preamble
Parachute Gross Up Payment	Section 4.01(m)
Parent	Preamble
Participant	Section 4.01(g)
Paying Agent	Section 3.02(a)
Permits	Section 4.01(j)(i)
person	Section 9.03(d)
Post-Signing Returns	Section 5.01(d)(i)
Primary Company Executives	Section 4.01(m)
Proxy Statement	Section 4.01(d)
Redeemed Notes	Section 6.10(a)

A-2

Term
Regulatory Permits	Section 4.01(v)(viii)
Release	Section 4.01(j)(ii)
Representatives	Section 5.02(a)
Restraints	Section 7.01(c)
SEC	Section 1.01(a)
Section 262	Section 3.01(d)
Securities Act	Section 4.01(e)(i)
Schedule 14D-9	Section 1.02(b)
Shareholder Approval	Section 4.01(q)
Shareholders’ Meeting	Section 6.01(b)
Social Security Act	Section 4.01(v)(v)
SOX	Section 4.01(e)(i)
Specified Contracts	Section 4.01(u)(i)
Sub	Preamble
Subsidiary	Section 9.03(e)
Superior Proposal	Section 5.02(a)
Superior Proposal Triggering Date	Section 5.02(b)
Surviving Corporation	Section 2.01
Tail Period	Section 6.05(c)
Takeover Proposal	Section 5.02(a)
tax	Section 9.03(h)
tax return	Section 9.03(i)
taxing authority	Section 9.03(j)
Tax-Related Agreements	Section 5.01(d)(i)
Termination Date	Section 8.01(b)(i)
Termination Fee	Section 6.06(b)(ii)
Top-Up Option	Section 1.03(a)
Top-Up Shares	Section 1.03(a)

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EXHIBIT A
TO THE MERGER AGREEMENT

CONDITIONS OF THE OFFER

          Notwithstanding any other provisions of the Offer, Sub shall not be required to, and Parent shall not be required to cause Sub to, accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, pay for any tendered shares of Company Common Stock unless:

          (i) there shall have been validly tendered and not validly withdrawn prior to the expiration date for the Offer (as it may have been extended or re-extended pursuant to the Agreement, the “Expiration Date”) that number of shares of Company Common Stock which, when added to the shares of Company Common Stock already owned by Parent and its Subsidiaries, represents at least a majority of the total number of outstanding shares of Company Common Stock on a “fully diluted basis” (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof) on the Expiration Date (the “Minimum Tender Condition”),

          (ii) the waiting period (and any extension thereof) applicable to the Offer under the HSR Act shall have been terminated or shall have expired and all applicable foreign antitrust and similar regulatory clearances shall have been obtained from the relevant Governmental Entities,

          (iii) there shall not be pending any suit, action or proceeding by any Governmental Entity, or by any other person (other than suits, actions or proceedings by a person other than a Governmental Entity for breaches of fiduciary duties or failures to provide adequate disclosure in connection with the Agreement and the transactions contemplated thereby) having a reasonable likelihood of prevailing in a manner contemplated in clauses (a), (b) or (c) below, (a) challenging the acquisition by Parent or Sub of any shares of Company Common Stock, seeking to restrain or prohibit the consummation of the Offer, the Merger or any other transaction contemplated by the Agreement, or seeking to place limitations on the ownership of shares of Company Common Stock (or shares of common stock of the Surviving Corporation) by Parent, Sub or any other Affiliate of Parent or seeking to obtain from the Company, Parent, Sub or any other Affiliate of Parent any damages that are material in relation to the Company, (b) seeking to prohibit or materially limit the ownership or operation by the Company, Parent or any of their respective Subsidiaries of any portion of any business or of any assets of the Company, Parent or any of their respective Subsidiaries, or to compel the Company, Parent or any of their respective Subsidiaries to divest or hold separate any portion of any business or of any assets of the Company, Parent or any of their respective Subsidiaries or (c) seeking to prohibit Parent or any of its Affiliates from effectively controlling in any material respect the business or operations of the Company or any of its Subsidiaries in the case of each of clauses (a) through (c) above, as a result of the Offer or the Merger,

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          (iv) no Restraint shall be in effect preventing the consummation of the Offer and no Restraint that would reasonably be expected to result, directly or indirectly, in any of the effects referred to in clauses (a) through (c) of paragraph (iii) of this Exhibit A shall be in effect,

          (v) the Company and Parent shall not have reached an agreement that the Offer or the Agreement be terminated, and the Agreement shall not have been terminated in accordance with its terms, and

          (vi) (a) the representations and warranties of the Company contained in the Agreement that are qualified as to materiality shall be true and correct, and the representations and warranties of the Company contained in the Agreement that are not so qualified shall be true and correct in all material respects, in each case as of the date of the Agreement and as of the Offer Closing Date as though made at such time, except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date and (b) the Company shall have performed in all material respects all obligations required to be performed by it under the Agreement at or prior to the Offer Closing Date, and Parent shall have received a certificate signed on behalf of the Company by the chief executive officer and the chief financial officer of the Company to the effect of clauses (a) and (b) of the foregoing.

          The foregoing conditions shall be in addition to, and not a limitation of, the rights of Parent and Sub to extend, terminate and/or modify the Offer pursuant to the terms of the Agreement.

          The foregoing conditions are for the benefit of Parent and Sub, may be asserted by Parent or Sub regardless of the circumstances giving rise to any such conditions and may be waived by Parent or Sub in whole or in part at any time and from time to time in their sole discretion (except for the Minimum Tender Condition), in each case, subject to the terms of the Agreement and the applicable rules and regulations of the SEC. The failure by Parent or Sub at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time.

EXHIBIT B
TO THE MERGER AGREEMENT

Amended and Restated Articles of Incorporation
of the Surviving Corporation

          FIRST: The name of the corporation (hereinafter called the “Corporation”) is Mentor Corporation.

          SECOND: The registered office of the Corporation is located at 100 South Fifth Street, Suite 1075, Minneapolis, Minnesota 55402.

          THIRD: The aggregate total number of shares which the Corporation shall have authority to issue is 1,000 shares, all of which shall be designated Common Stock, par value $0.01 per share.

          FOURTH: No shareholder of the Corporation shall have any cumulative voting rights.

          FIFTH: No shareholder of the Corporation shall have any preemptive rights by virtue of Section 302A.413 of the Minnesota Statutes (or similar provisions of future law) to subscribe for, purchase, or acquire any shares of the Corporation of any class, whether unissued or now or hereafter authorized, or any obligations or other securities convertible into or exchangeable for any such shares.

          SIXTH: Any action required or permitted to be taken at a meeting of the Board of Directors of the Corporation not needing approval by the shareholders under Minnesota Statutes, Chapter 302A, may be taken by written action signed, or consented to by authenticated electronic communication, by the number of directors that would be required to take such action at a meeting of the Board of Directors at which all directors were present.

          SEVENTH: Any action required or permitted to be taken at a meeting of shareholders of the Corporation may be taken by written action signed, or consented to by authenticated electronic communication, by shareholders having voting power equal to the voting power that would be required to take the same action at a meeting of the shareholders at which all shareholders were present, but in no event may written action be taken by holders of less than a majority of the voting power of all shares entitled to vote on that action.

          EIGHTH: Unless otherwise provided by the Board of Directors, no shareholder of the Corporation shall be entitled to exercise statutory dissenters’ rights under Section 302A.471 of the Minnesota Statutes (or similar provisions of future law) in connection with any amendment to these Articles of Incorporation.

          NINTH: Approval of the shareholders of the Corporation shall not be required under Section 302A.405 of the Minnesota Statutes (or similar provisions of

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future law) in connection with the issuance of shares of a class or series, shares of which are then outstanding, to holders of shares of another class or series.

          TENTH: To the fullest extent permitted by the Minnesota Business Corporation Act as it now exists and as it may hereafter be amended, no director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director or officer; provided, however, that this Article shall not eliminate or limit the liability of a director or officer to the extent provided by applicable law (i) for any breach of the director’s or officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 302A.553 or 80A.76 of the Minnesota Statutes (or similar provisions of future law), (iv) for any transaction from which the director or officer derived an improper personal benefit or (v) for any act or omission occurring prior to the effective date of this Article. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director or officer of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

          ELEVENTH: In furtherance and not in limitation of the powers conferred upon it by law, the Board of directors of the Corporation is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation.

          TWELFTH: Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be done by written ballot.

EX-99.D.2

Exhibit (d)(2)

November 30, 2008     

Joshua Levine
201 Mentor Drive
Santa Barbara, CA 93111

          Re:     Retention Agreement

Dear Joshua:

               This letter agreement is in reference to the employment agreement between you and Mentor Corporation (the “Company”), dated as of December 21, 2007 (the “Employment Agreement”). As you know, Johnson & Johnson, a New Jersey corporation (“Parent”), Decatur Acquisition Corp. a wholly-owned subsidiary of Parent (“Sub”), and the Company, propose to enter into a merger agreement (the “Merger Agreement”) that will (subject to the satisfaction of the terms and conditions of the Merger Agreement) result in the Company (or the surviving corporation in the merger pursuant to the Merger Agreement (the “Merger”)) becoming wholly-owned by Parent upon the Closing (as defined in the Merger Agreement). As a condition to the willingness of Parent and Sub to enter into the Merger Agreement, Parent has requested that you enter into this letter agreement setting forth certain modifications to your rights and obligations under the Employment Agreement and any other agreement between you and the Company that provides for severance or separation benefits. Capitalized terms used but not otherwise defined herein will have the meanings assigned thereto under the Employment Agreement, unless otherwise expressly noted.

               You acknowledge that as a result of your employment with the Company, you have been given access to various trade secrets and confidential customer lists of the Company. In addition, you further acknowledge and agree that a material aspect of Parent’s decision to enter into the Merger Agreement is the acquisition of the Company’s goodwill for the purpose of Parent’s carrying on a business that is similar to the business of the Company. In consideration of the foregoing, the benefits provided under Section 4 of this letter agreement and for other good and valuable consideration, which is hereby acknowledged and agreed by the undersigned, each of the Company, Parent and you (each, a “party”) agrees as follows:

        1. Effectiveness. This letter agreement will become effective upon its execution by each of the parties; provided, however, that this letter agreement will be null and void ab initio and of no further force or effect if the Merger Agreement is terminated prior to the Closing or if, for any other reason, the Closing does not occur (it being understood that Parent shall have no liabilities or obligations hereunder unless and until the Closing occurs).

        2. Entitlement to Severance; Definition of “Cause”, “Good Reason”; Miscellaneous. (a) You hereby agree that you shall be entitled to the severance compensation and benefits described in Section 4.2.6 of the Employment Agreement only in the event that, on or within 12 months after the Closing, your employment is terminated for any reason other than (i) by the Company for Cause (as defined below), (ii) by you other than for Good Reason (as defined in the Employment Agreement and modified by this letter agreement), or (iii) due to your death or Disability. In addition, notwithstanding anything in the Employment Agreement to the contrary, upon a termination of employment due to your death or Disability on or within 12 months after the Closing, you and your eligible dependants will be entitled to receive payment of full COBRA premiums for twenty-four (24) months following such termination; provided, that should you or your dependants discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided to you or your dependants in lieu of such premium payments. For the avoidance of doubt, the consummation of the Closing will constitute a Change of Control for purposes of this letter agreement and the Employment Agreement.

          (b) In the event that your employment terminates due to your death or Disability prior to the scheduled payment date for the June 2009 bonus under the Company’s applicable bonus plan, then you or your estate or beneficiaries, as applicable, will be entitled to receive a cash amount equal to the target bonus in respect of such bonus, which shall be paid within 30 days of such termination.

          (c) You hereby agree to amend the definition of “Good Reason” set forth in Section 4.1.5 of the Employment Agreement as follows:

               (i) delete clause (i) of that definition and replace it with the following language:

“(i) following a Change of Control, the Company assigning Employee duties or responsibilities that are substantially inconsistent with his professional skills and experience levels as of such Change of Control (without regard to the fact that the Company is no longer an independent publicly held company);”;

               (ii) delete clause (ii) of that definition and replace it with the following language:

“(ii) a material reduction in Base Compensation other than a one-time reduction of not more than 10% that also is applied to substantially all other senior executives at the Company;”; and

               (iii) delete clauses (iii) and (iv) of that definition and replace them with the following language:

“or (iii) Employee must perform a significant portion of his duties at a location more than 50 miles from his current work location in Santa Barbara, California.”.

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          (d) The parties hereby agree that Section 4.1.4 of the Employment Agreement is hereby deleted, and shall be replaced in its entirety with the following:

          “4.1.4. For Cause. COMPANY may terminate this Agreement without advance notice for Cause. For purposes of this Agreement, “Cause” shall mean:

          (A) EMPLOYEE engaging in any material criminal activity or willful neglect of any material duty owed to the COMPANY;

          (B) EMPLOYEE’s material breach of a fiduciary duty owed to the COMPANY or any material obligation of the EMPLOYEE under this Agreement; or

          (C) Conduct by the EMPLOYEE that threatens to do immediate and substantial harm to the COMPANY’s business or reputation.

          To the extent that circumstances constituting Cause pursuant to this Section 4.1.4 are curable by EMPLOYEE without harm to COMPANY and/or its reputation, COMPANY shall, instead of immediately terminating EMPLOYEE pursuant to this Agreement, provide EMPLOYEE with notice of such breach, specifying the actions, if any, required to cure such breach, and EMPLOYEE shall have twenty (20) days to cure such breach by performing the actions so specified. If EMPLOYEE fails to cure such breach by taking such specified actions within such twenty (20) day period, COMPANY may terminate EMPLOYEE’s employment for Cause without further notice. COMPANY’s exercise of its right to terminate under this section shall be without prejudice to any other remedy to which COMPANY may be entitled at law, in equity, or under this Agreement.”

          (e) You hereby agree that the provisions of Section 3 of the Employment Agreement shall cease to apply to you from and after the Closing.

        3. Stock Awards. You hereby agree that no stock option or other equity-based or equity-related award granted to you on or after the Closing will be subject to the provisions in the Employment Agreement regarding accelerated vesting in connection with a termination of your employment.

        4. Retention Payment. Subject to your compliance with Section 7 of this letter agreement, if you remain an active full-time employee of the Company, Parent or any of their respective subsidiaries through the expiration of the 12-month period following the Closing (the “Retention Payment Date”), you will receive a lump-sum cash payment equal to the aggregate amount described in Section 4.2.5(iv) of the Employment Agreement (the “Retention Bonus”), which will be paid to you on the 10^th business day following the Release Effective Date (as defined below); provided, however, that if your employment terminates as a result of death or Disability during such 12-month period, you or your estate or beneficiaries, as applicable, will be entitled to receive the Retention Bonus within 30 days following such termination of employment. You hereby agree to amend the Employment Agreement and any other agreement between you and the Company providing for severance or separation benefits to provide that if you become entitled to payment of the Retention Bonus, you will not be entitled to any severance

3

payments or benefits under the Employment Agreement or under any such other agreement, and all of your rights under each such agreement will immediately terminate (including your rights under Sections 4.2.5 and 4.2.6 of the Employment Agreement). In no event will you receive the Retention Bonus if your employment is terminated for any reason (other than death or Disability) prior to the expiration of the 12-month period following the Closing.

        5. Termination without Cause; Good Reason. In the event the Company terminates your employment without Cause or you resign for Good Reason, as such term is modified by the terms of this letter agreement, in either case within the 12-month period following the Closing, you will be entitled to the payments and benefits under the Employment Agreement pursuant to the terms thereof (as modified by Sections 2 and 3 of this letter), and you shall not be entitled to the Retention Bonus. In addition, you further acknowledge and agree that in the event that you become entitled to receive any payments or benefits pursuant to the Employment Agreement, as modified by this letter agreement, such payments and benefits shall be in lieu of, and not in addition to, (a) any payments and benefits under any other severance, separation or other termination plan maintained by the Company, Parent or any of their respective subsidiaries and (b) under any other individual agreement between you and the Company.

        6. Restrictions on Termination of Employment Prior to Closing. (a) The Company hereby agrees that during the period following the signing of this letter agreement and prior to the consummation of the Merger (the “Pre-Closing Period”), it shall not terminate your employment other than for Cause.

          (b) You hereby agree that you will not terminate your employment for Good Reason during the Pre-Closing Period.

        7. General Waiver and Release. You agree that the Retention Bonus to which you may become entitled hereunder will become payable to you only if (a) you execute, prior to the payment of such amount, a general waiver and release of all claims, including those under the Employment Agreement, in favor of Parent, the Company and their respective subsidiaries and affiliates, and others related to such entities (including their respective directors, officers and employees), in a form customary for similarly situated employees of Parent, as reasonably determined in good faith by Parent, and (b) such waiver and release becomes effective and irrevocable (the date of such effectiveness and irrevocability, the “Release Effective Date”, which date shall be no later than 75 days after your date of termination); provided, however, that unless the Company shall have delivered such waiver and release to you within 10 days following the Retention Payment Date, then any requirement for you to execute, deliver and not revoke such waiver and release as a condition of receiving the Retention Bonus will have no effect, and you shall be entitled to receive the Retention Bonus as though such condition had been satisfied.

        8. Withholding. You are solely liable for all taxes and penalties that may arise in connection with this letter agreement (including any taxes arising under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)), and none of the Company, Parent or their respective subsidiaries or affiliates will have any

4

obligation to indemnify or otherwise hold you harmless from any or all such taxes. The Company or Parent may withhold from any amounts payable under this letter agreement such Federal, state, local or foreign taxes as will be required to be withheld pursuant to any applicable law or regulation.

        9. Section 409A. The parties intend that any amounts payable under this letter agreement and the Employment Agreement, and the Company’s and Employee’s exercise of authority or discretion hereunder and thereunder, comply with the provisions of Section 409A of the Code so as not to subject Employee to the payment of the additional tax, interest and any other tax penalties which may be imposed under Section 409A of the Code. In furtherance thereof, to the extent that any provision hereof would result in Employee being subject to payment of such additional tax, interest and tax penalty under Section 409A of the Code, the parties agree to cooperate in good faith to (i) amend this letter agreement or the Employment Agreement, as applicable, in order to bring this letter agreement and the Employment Agreement into compliance with Section 409A of the Code without, to the extent practicable, materially changing the economic value of the arrangements under this letter agreement or the Employment Agreement to either party and (ii) thereafter interpret this letter agreement and Employment Agreement in a manner that complies with Section 409A of the Code. Notwithstanding the foregoing, neither Parent nor the Company is making any representation or warranty that the provisions of this letter agreement or the Employment Agreement do now, or will in the future, comply with Section 409A of the Code, and no particular tax result for Employee with respect to any income recognized by Employee in connection with this letter agreement or the Employment Agreement is guaranteed.

        10. Not an Employment Agreement. The terms of this letter agreement neither bind you to continued employment with the Company, Parent or any of their respective subsidiaries or affiliates nor confer any rights upon you with respect to the continuation of employment by the Company, Parent or any of their respective subsidiaries or affiliates.

        11. Governing Law. This letter agreement will be governed by, construed and interpreted in accordance with, the laws of the State of California, without regard to its principles of conflicts of laws.

        12. Severability. If any term, provision, covenant or condition of this letter agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable in any jurisdiction, then such provision, covenant or condition will, as to such jurisdiction, be modified or restricted to the minimum extent necessary to make such provision valid, binding and enforceable, or, if such provision cannot be modified or restricted, then such provision will, as to such jurisdiction, be deemed to be excised from this letter agreement and any such invalidity, illegality or unenforceability with respect to such provision will not invalidate or render unenforceable such provision in any other jurisdiction, and the remainder of the provisions hereof will remain in full force and effect and will in no way be affected, impaired or invalidated.

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        13. Entire Agreement; Amendments. This letter agreement and the Employment Agreement contain the entire agreement among you, the Company and Parent concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, among you, the Company and Parent with respect hereto. You acknowledge and agree that this letter agreement constitutes a modification of your rights under the Employment Agreement and any other agreement between you and the Company providing for severance or separation benefits. Notwithstanding the foregoing, all other terms of the Employment Agreement and any such other agreement that have not been modified by this letter agreement will remain in full force and effect. This letter agreement may not be modified or amended except by a writing signed by each of the parties hereto.

        14. Successors and Assigns. This letter agreement will be binding on (a) you and your estate and legal representatives and (b) the Company, Parent and their respective successors and assigns.

        15. Counterparts. This letter agreement may be executed in two or more counterparts (including via facsimile), each of which will be deemed an original but all of which together will be considered one and the same agreement.

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Very truly yours,
JOHNSON & JOHNSON
By:	/s/ Alex Gorsky
Name:	Alex Gorsky
Title:	Company Group Chairman
MENTOR CORPORATION
By:	/s/ Joseph A. Newcomb
Name:	Joseph A. Newcomb
Title:	Vice President and General Counsel

Agreed and Accepted:

/s/ Joshua Levine

Joshua Levine

11/26/08

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EX-99.D.3

Exhibit (d)(3)

November 30, 2008     

Edward S. Northup
201 Mentor Drive
Santa Barbara, CA 93111

          Re:      Retention Agreement

Dear Edward:

               This letter agreement is in reference to the employment agreement between you and Mentor Corporation (the “Company”), dated as of December 27, 2007 (the “Employment Agreement”). As you know, Johnson & Johnson, a New Jersey corporation (“Parent”), Decatur Acquisition Corp. a wholly-owned subsidiary of Parent (“Sub”), and the Company, propose to enter into a merger agreement (the “Merger Agreement”) that will (subject to the satisfaction of the terms and conditions of the Merger Agreement) result in the Company (or the surviving corporation in the merger pursuant to the Merger Agreement (the “Merger”)) becoming wholly-owned by Parent upon the Closing (as defined in the Merger Agreement). As a condition to the willingness of Parent and Sub to enter into the Merger Agreement, Parent has requested that you enter into this letter agreement setting forth certain modifications to your rights and obligations under the Employment Agreement and any other agreement between you and the Company that provides for severance or separation benefits. Capitalized terms used but not otherwise defined herein will have the meanings assigned thereto under the Employment Agreement, unless otherwise expressly noted.

               You acknowledge that as a result of your employment with the Company, you have been given access to various trade secrets and confidential customer lists of the Company. In addition, you further acknowledge and agree that a material aspect of Parent’s decision to enter into the Merger Agreement is the acquisition of the Company’s goodwill for the purpose of Parent’s carrying on a business that is similar to the business of the Company. In consideration of the foregoing, the benefits provided under Section 4 of this letter agreement and for other good and valuable consideration, which is hereby acknowledged and agreed by the undersigned, each of the Company, Parent and you (each, a “party”) agrees as follows:

        1. Effectiveness. This letter agreement will become effective upon its execution by each of the parties; provided, however, that this letter agreement will be null and void ab initio and of no further force or effect if the Merger Agreement is terminated prior to the Closing or if, for any other reason, the Closing does not occur (it being

understood that Parent shall have no liabilities or obligations hereunder unless and until the Closing occurs).

        2. Entitlement to Severance; Definition of “Cause”, “Good Reason”; Miscellaneous. (a) You hereby agree that you shall be entitled to the severance compensation and benefits described in Section 4.2.6 of the Employment Agreement only in the event that, on or within 12 months after the Closing, your employment is terminated for any reason other than (i) by the Company for Cause (as defined below), (ii) by you other than for Good Reason (as defined in the Employment Agreement and modified by this letter agreement), or (iii) due to your death or Disability. In addition, notwithstanding anything in the Employment Agreement to the contrary, upon a termination of employment due to your death or Disability on or within 12 months after the Closing, you and your eligible dependants will be entitled to receive payment of full COBRA premiums for twenty-four (24) months following such termination; provided, that should you or your dependants discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided to you or your dependants in lieu of such premium payments. For the avoidance of doubt, the consummation of the Closing will constitute a Change of Control for purposes of this letter agreement and the Employment Agreement.

          (b) In the event that your employment terminates due to your death or Disability prior to the scheduled payment date for the June 2009 bonus under the Company’s applicable bonus plan, then you or your estate or beneficiaries, as applicable, will be entitled to receive a cash amount equal to the target bonus in respect of such bonus, which shall be paid within 30 days of such termination.

          (c) You hereby agree to amend the definition of “Good Reason” set forth in Section 4.1.5 of the Employment Agreement as follows:

               (i) delete clause (i) of that definition and replace it with the following language:

“(i) following a Change of Control, the Company assigning Employee duties or responsibilities that are substantially inconsistent with his professional skills and experience levels as of such Change of Control (without regard to the fact that the Company is no longer an independent publicly held company);”;

               (ii) delete clause (ii) of that definition and replace it with the following language:

“(ii) a material reduction in Base Compensation other than a one-time reduction of not more than 10% that also is applied to substantially all other senior executives at the Company;”; and

               (iii) delete clauses (iii) and (iv) of that definition and replace them with the following language:

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“or (iii) Employee must perform a significant portion of his duties at a location more than 50 miles from his current work location in Santa Barbara, California.”.

          (d) The parties hereby agree that Section 4.1.4 of the Employment Agreement is hereby deleted, and shall be replaced in its entirety with the following:

          “4.1.4. For Cause. COMPANY may terminate this Agreement without advance notice for Cause. For purposes of this Agreement, “Cause” shall mean:

          (A) EMPLOYEE engaging in any material criminal activity or willful neglect of any material duty owed to the COMPANY;

          (B) EMPLOYEE’s material breach of a fiduciary duty owed to the COMPANY or any material obligation of the EMPLOYEE under this Agreement; or

          (C) Conduct by the EMPLOYEE that threatens to do immediate and substantial harm to the COMPANY’s business or reputation.

          To the extent that circumstances constituting Cause pursuant to this Section 4.1.4 are curable by EMPLOYEE without harm to COMPANY and/or its reputation, COMPANY shall, instead of immediately terminating EMPLOYEE pursuant to this Agreement, provide EMPLOYEE with notice of such breach, specifying the actions, if any, required to cure such breach, and EMPLOYEE shall have twenty (20) days to cure such breach by performing the actions so specified. If EMPLOYEE fails to cure such breach by taking such specified actions within such twenty (20) day period, COMPANY may terminate EMPLOYEE’s employment for Cause without further notice. COMPANY’s exercise of its right to terminate under this section shall be without prejudice to any other remedy to which COMPANY may be entitled at law, in equity, or under this Agreement.”

          (e) You hereby agree that the provisions of Section 3 of the Employment Agreement shall cease to apply to you from and after the Closing.

        3. Stock Awards. You hereby agree that no stock option or other equity-based or equity-related award granted to you on or after the Closing will be subject to the provisions in the Employment Agreement regarding accelerated vesting in connection with a termination of your employment.

        4. Retention Payment. Subject to your compliance with Section 7 of this letter agreement, if you remain an active full-time employee of the Company, Parent or any of their respective subsidiaries through the expiration of the 12-month period following the Closing (the “Retention Payment Date”), you will receive a lump-sum cash payment equal to the aggregate amount described in Section 4.2.5(iv) of the Employment Agreement (the “Retention Bonus”), which will be paid to you on the 10^th business day following the Release Effective Date (as defined below); provided, however, that if your employment terminates as a result of death or Disability during such 12-month period, you or your estate or beneficiaries, as applicable, will be entitled to receive the Retention

3

Bonus within 30 days following such termination of employment. You hereby agree to amend the Employment Agreement and any other agreement between you and the Company providing for severance or separation benefits to provide that if you become entitled to payment of the Retention Bonus, you will not be entitled to any severance payments or benefits under the Employment Agreement or under any such other agreement, and all of your rights under each such agreement will immediately terminate (including your rights under Sections 4.2.5 and 4.2.6 of the Employment Agreement). In no event will you receive the Retention Bonus if your employment is terminated for any reason (other than death or Disability) prior to the expiration of the 12-month period following the Closing.

        5. Termination without Cause; Good Reason. In the event the Company terminates your employment without Cause or you resign for Good Reason, as such term is modified by the terms of this letter agreement, in either case within the 12-month period following the Closing, you will be entitled to the payments and benefits under the Employment Agreement pursuant to the terms thereof (as modified by Sections 2 and 3 of this letter), and you shall not be entitled to the Retention Bonus. In addition, you further acknowledge and agree that in the event that you become entitled to receive any payments or benefits pursuant to the Employment Agreement, as modified by this letter agreement, such payments and benefits shall be in lieu of, and not in addition to, (a) any payments and benefits under any other severance, separation or other termination plan maintained by the Company, Parent or any of their respective subsidiaries and (b) under any other individual agreement between you and the Company.

        6. Restrictions on Termination of Employment Prior to Closing. (a) The Company hereby agrees that during the period following the signing of this letter agreement and prior to the consummation of the Merger (the “Pre-Closing Period”), it shall not terminate your employment other than for Cause.

          (b) You hereby agree that you will not terminate your employment for Good Reason during the Pre-Closing Period.

        7. General Waiver and Release. You agree that the Retention Bonus to which you may become entitled hereunder will become payable to you only if (a) you execute, prior to the payment of such amount, a general waiver and release of all claims, including those under the Employment Agreement, in favor of Parent, the Company and their respective subsidiaries and affiliates, and others related to such entities (including their respective directors, officers and employees), in a form customary for similarly situated employees of Parent, as reasonably determined in good faith by Parent, and (b) such waiver and release becomes effective and irrevocable (the date of such effectiveness and irrevocability, the “Release Effective Date”, which date shall be no later than 75 days after your date of termination); provided, however, that unless the Company shall have delivered such waiver and release to you within 10 days following the Retention Payment Date, then any requirement for you to execute, deliver and not revoke such waiver and release as a condition of receiving the Retention Bonus will have no effect, and you shall be entitled to receive the Retention Bonus as though such condition had been satisfied.

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        8. Withholding. You are solely liable for all taxes and penalties that may arise in connection with this letter agreement (including any taxes arising under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)), and none of the Company, Parent or their respective subsidiaries or affiliates will have any obligation to indemnify or otherwise hold you harmless from any or all such taxes. The Company or Parent may withhold from any amounts payable under this letter agreement such Federal, state, local or foreign taxes as will be required to be withheld pursuant to any applicable law or regulation.

        9. Section 409A. The parties intend that any amounts payable under this letter agreement and the Employment Agreement, and the Company’s and Employee’s exercise of authority or discretion hereunder and thereunder, comply with the provisions of Section 409A of the Code so as not to subject Employee to the payment of the additional tax, interest and any other tax penalties which may be imposed under Section 409A of the Code. In furtherance thereof, to the extent that any provision hereof would result in Employee being subject to payment of such additional tax, interest and tax penalty under Section 409A of the Code, the parties agree to cooperate in good faith to (i) amend this letter agreement or the Employment Agreement, as applicable, in order to bring this letter agreement and the Employment Agreement into compliance with Section 409A of the Code without, to the extent practicable, materially changing the economic value of the arrangements under this letter agreement or the Employment Agreement to either party and (ii) thereafter interpret this letter agreement and Employment Agreement in a manner that complies with Section 409A of the Code. Notwithstanding the foregoing, neither Parent nor the Company is making any representation or warranty that the provisions of this letter agreement or the Employment Agreement do now, or will in the future, comply with Section 409A of the Code, and no particular tax result for Employee with respect to any income recognized by Employee in connection with this letter agreement or the Employment Agreement is guaranteed.

        10. Not an Employment Agreement. The terms of this letter agreement neither bind you to continued employment with the Company, Parent or any of their respective subsidiaries or affiliates nor confer any rights upon you with respect to the continuation of employment by the Company, Parent or any of their respective subsidiaries or affiliates.

        11. Governing Law. This letter agreement will be governed by, construed and interpreted in accordance with, the laws of the State of California, without regard to its principles of conflicts of laws.

        12. Severability. If any term, provision, covenant or condition of this letter agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable in any jurisdiction, then such provision, covenant or condition will, as to such jurisdiction, be modified or restricted to the minimum extent necessary to make such provision valid, binding and enforceable, or, if such provision cannot be modified or restricted, then such provision will, as to such jurisdiction, be deemed to be excised from this letter agreement and any such invalidity, illegality or unenforceability with respect to such provision will not invalidate or render unenforceable such provision

5

in any other jurisdiction, and the remainder of the provisions hereof will remain in full force and effect and will in no way be affected, impaired or invalidated.

        13. Entire Agreement; Amendments. This letter agreement and the Employment Agreement contain the entire agreement among you, the Company and Parent concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, among you, the Company and Parent with respect hereto. You acknowledge and agree that this letter agreement constitutes a modification of your rights under the Employment Agreement and any other agreement between you and the Company providing for severance or separation benefits. Notwithstanding the foregoing, all other terms of the Employment Agreement and any such other agreement that have not been modified by this letter agreement will remain in full force and effect. This letter agreement may not be modified or amended except by a writing signed by each of the parties hereto.

        14. Successors and Assigns. This letter agreement will be binding on (a) you and your estate and legal representatives and (b) the Company, Parent and their respective successors and assigns.

        15. Counterparts. This letter agreement may be executed in two or more counterparts (including via facsimile), each of which will be deemed an original but all of which together will be considered one and the same agreement.

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Very truly yours,
JOHNSON & JOHNSON
By:	/s/ Alex Gorsky
Name:	Alex Gorsky
Title:	Company Group Chairman
MENTOR CORPORATION
By:	/s/ Joseph A. Newcomb
Name:	Joseph A. Newcomb
Title:	Vice President and General Counsel

Agreed and Accepted:

/s/ Edward S. Northup

Edward S. Northup

11/26/08

7

EX-99.D.4

Exhibit (d)(4)

November 30, 2008

Joseph A. Newcomb
201 Mentor Drive
Santa Barbara, CA 93111

          Re:      Retention Agreement

Dear Joseph:

               This letter agreement is in reference to the employment agreement between you and Mentor Corporation (the “Company”), dated as of December 21, 2007 (the “Employment Agreement”). As you know, Johnson & Johnson, a New Jersey corporation (“Parent”), Decatur Acquisition Corp. a wholly-owned subsidiary of Parent (“Sub”), and the Company, propose to enter into a merger agreement (the “Merger Agreement”) that will (subject to the satisfaction of the terms and conditions of the Merger Agreement) result in the Company (or the surviving corporation in the merger pursuant to the Merger Agreement (the “Merger”)) becoming wholly-owned by Parent upon the Closing (as defined in the Merger Agreement). As a condition to the willingness of Parent and Sub to enter into the Merger Agreement, Parent has requested that you enter into this letter agreement setting forth certain modifications to your rights and obligations under the Employment Agreement and any other agreement between you and the Company that provides for severance or separation benefits. Capitalized terms used but not otherwise defined herein will have the meanings assigned thereto under the Employment Agreement, unless otherwise expressly noted.

               You acknowledge that as a result of your employment with the Company, you have been given access to various trade secrets and confidential customer lists of the Company. In addition, you further acknowledge and agree that a material aspect of Parent’s decision to enter into the Merger Agreement is the acquisition of the Company’s goodwill for the purpose of Parent’s carrying on a business that is similar to the business of the Company. In consideration of the foregoing, the benefits provided under Section 4 of this letter agreement and for other good and valuable consideration, which is hereby acknowledged and agreed by the undersigned, each of the Company, Parent and you (each, a “party”) agrees as follows:

        1. Effectiveness. This letter agreement will become effective upon its execution by each of the parties; provided, however, that this letter agreement will be null and void ab initio and of no further force or effect if the Merger Agreement is terminated prior to the Closing or if, for any other reason, the Closing does not occur (it being understood that Parent shall have no liabilities or obligations hereunder unless and until the Closing occurs).

        2. Entitlement to Severance; Definition of “Cause”, “Good Reason”; Miscellaneous. (a) You hereby agree that you shall be entitled to the severance compensation and benefits described in Section 4.2.6 of the Employment Agreement only in the event that, on or within 12 months after the Closing, your employment is terminated for any reason other than (i) by the Company for Cause (as defined below), (ii) by you other than for Good Reason (as defined in the Employment Agreement and modified by this letter agreement), or (iii) due to your death or Disability. In addition, notwithstanding anything in the Employment Agreement to the contrary, upon a termination of employment due to your death or Disability on or within 12 months after the Closing, you and your eligible dependants will be entitled to receive payment of full COBRA premiums for twenty-four (24) months following such termination; provided, that should you or your dependants discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided to you or your dependants in lieu of such premium payments. For the avoidance of doubt, the consummation of the Closing will constitute a Change of Control for purposes of this letter agreement and the Employment Agreement.

          (b) In the event that your employment terminates due to your death or Disability prior to the scheduled payment date for the June 2009 bonus under the Company’s applicable bonus plan, then you or your estate or beneficiaries, as applicable, will be entitled to receive a cash amount equal to the target bonus in respect of such bonus, which shall be paid within 30 days of such termination.

          (c) You hereby agree to amend the definition of “Good Reason” set forth in Section 4.1.5 of the Employment Agreement as follows:

               (i) delete clause (i) of that definition and replace it with the following language:

“(i) following a Change of Control, the Company assigning Employee duties or responsibilities that are substantially inconsistent with his professional skills and experience levels as of such Change of Control (without regard to the fact that the Company is no longer an independent publicly held company);”;

               (ii) delete clause (ii) of that definition and replace it with the following language:

“(ii) a material reduction in Base Compensation other than a one-time reduction of not more than 10% that also is applied to substantially all other senior executives at the Company;”; and

               (iii) delete clauses (iii) and (iv) of that definition and replace them with the following language:

“or (iii) Employee must perform a significant portion of his duties at a location more than 50 miles from his current work location in Santa Barbara, California.”.

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          (d) The parties hereby agree that Section 4.1.4 of the Employment Agreement is hereby deleted, and shall be replaced in its entirety with the following:

          “4.1.4. For Cause. COMPANY may terminate this Agreement without advance notice for Cause. For purposes of this Agreement, “Cause” shall mean:

          (A) EMPLOYEE engaging in any material criminal activity or willful neglect of any material duty owed to the COMPANY;

          (B) EMPLOYEE’s material breach of a fiduciary duty owed to the COMPANY or any material obligation of the EMPLOYEE under this Agreement; or

          (C) Conduct by the EMPLOYEE that threatens to do immediate and substantial harm to the COMPANY’s business or reputation.

          To the extent that circumstances constituting Cause pursuant to this Section 4.1.4 are curable by EMPLOYEE without harm to COMPANY and/or its reputation, COMPANY shall, instead of immediately terminating EMPLOYEE pursuant to this Agreement, provide EMPLOYEE with notice of such breach, specifying the actions, if any, required to cure such breach, and EMPLOYEE shall have twenty (20) days to cure such breach by performing the actions so specified. If EMPLOYEE fails to cure such breach by taking such specified actions within such twenty (20) day period, COMPANY may terminate EMPLOYEE’s employment for Cause without further notice. COMPANY’s exercise of its right to terminate under this section shall be without prejudice to any other remedy to which COMPANY may be entitled at law, in equity, or under this Agreement.”

          (e) You hereby agree that the provisions of Section 3 of the Employment Agreement shall cease to apply to you from and after the Closing.

        3. Stock Awards. You hereby agree that no stock option or other equity-based or equity-related award granted to you on or after the Closing will be subject to the provisions in the Employment Agreement regarding accelerated vesting in connection with a termination of your employment.

        4. Retention Payment. Subject to your compliance with Section 7 of this letter agreement, if you remain an active full-time employee of the Company, Parent or any of their respective subsidiaries through the expiration of the 12-month period following the Closing (the “Retention Payment Date”), you will receive a lump-sum cash payment equal to the aggregate amount described in Section 4.2.5(iv) of the Employment Agreement (the “Retention Bonus”), which will be paid to you on the 10^th business day following the Release Effective Date (as defined below); provided, however, that if your employment terminates as a result of death or Disability during such 12-month period, you or your estate or beneficiaries, as applicable, will be entitled to receive the Retention Bonus within 30 days following such termination of employment. You hereby agree to amend the Employment Agreement and any other agreement between you and the Company providing for severance or separation benefits to provide that if you become entitled to payment of the Retention Bonus, you will not be entitled to any severance

3

payments or benefits under the Employment Agreement or under any such other agreement, and all of your rights under each such agreement will immediately terminate (including your rights under Sections 4.2.5 and 4.2.6 of the Employment Agreement). In no event will you receive the Retention Bonus if your employment is terminated for any reason (other than death or Disability) prior to the expiration of the 12-month period following the Closing.

        5. Termination without Cause; Good Reason. In the event the Company terminates your employment without Cause or you resign for Good Reason, as such term is modified by the terms of this letter agreement, in either case within the 12-month period following the Closing, you will be entitled to the payments and benefits under the Employment Agreement pursuant to the terms thereof (as modified by Sections 2 and 3 of this letter), and you shall not be entitled to the Retention Bonus. In addition, you further acknowledge and agree that in the event that you become entitled to receive any payments or benefits pursuant to the Employment Agreement, as modified by this letter agreement, such payments and benefits shall be in lieu of, and not in addition to, (a) any payments and benefits under any other severance, separation or other termination plan maintained by the Company, Parent or any of their respective subsidiaries and (b) under any other individual agreement between you and the Company.

        6. Restrictions on Termination of Employment Prior to Closing. (a) The Company hereby agrees that during the period following the signing of this letter agreement and prior to the consummation of the Merger (the “Pre-Closing Period”), it shall not terminate your employment other than for Cause.

          (b) You hereby agree that you will not terminate your employment for Good Reason during the Pre-Closing Period.

        7. General Waiver and Release. You agree that the Retention Bonus to which you may become entitled hereunder will become payable to you only if (a) you execute, prior to the payment of such amount, a general waiver and release of all claims, including those under the Employment Agreement, in favor of Parent, the Company and their respective subsidiaries and affiliates, and others related to such entities (including their respective directors, officers and employees), in a form customary for similarly situated employees of Parent, as reasonably determined in good faith by Parent, and (b) such waiver and release becomes effective and irrevocable (the date of such effectiveness and irrevocability, the “Release Effective Date”, which date shall be no later than 75 days after your date of termination); provided, however, that unless the Company shall have delivered such waiver and release to you within 10 days following the Retention Payment Date, then any requirement for you to execute, deliver and not revoke such waiver and release as a condition of receiving the Retention Bonus will have no effect, and you shall be entitled to receive the Retention Bonus as though such condition had been satisfied.

        8. Withholding. You are solely liable for all taxes and penalties that may arise in connection with this letter agreement (including any taxes arising under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)), and none of the Company, Parent or their respective subsidiaries or affiliates will have any

4

obligation to indemnify or otherwise hold you harmless from any or all such taxes. The Company or Parent may withhold from any amounts payable under this letter agreement such Federal, state, local or foreign taxes as will be required to be withheld pursuant to any applicable law or regulation.

        9. Section 409A. The parties intend that any amounts payable under this letter agreement and the Employment Agreement, and the Company’s and Employee’s exercise of authority or discretion hereunder and thereunder, comply with the provisions of Section 409A of the Code so as not to subject Employee to the payment of the additional tax, interest and any other tax penalties which may be imposed under Section 409A of the Code. In furtherance thereof, to the extent that any provision hereof would result in Employee being subject to payment of such additional tax, interest and tax penalty under Section 409A of the Code, the parties agree to cooperate in good faith to (i) amend this letter agreement or the Employment Agreement, as applicable, in order to bring this letter agreement and the Employment Agreement into compliance with Section 409A of the Code without, to the extent practicable, materially changing the economic value of the arrangements under this letter agreement or the Employment Agreement to either party and (ii) thereafter interpret this letter agreement and Employment Agreement in a manner that complies with Section 409A of the Code. Notwithstanding the foregoing, neither Parent nor the Company is making any representation or warranty that the provisions of this letter agreement or the Employment Agreement do now, or will in the future, comply with Section 409A of the Code, and no particular tax result for Employee with respect to any income recognized by Employee in connection with this letter agreement or the Employment Agreement is guaranteed.

        10. Not an Employment Agreement. The terms of this letter agreement neither bind you to continued employment with the Company, Parent or any of their respective subsidiaries or affiliates nor confer any rights upon you with respect to the continuation of employment by the Company, Parent or any of their respective subsidiaries or affiliates.

        11. Governing Law. This letter agreement will be governed by, construed and interpreted in accordance with, the laws of the State of California, without regard to its principles of conflicts of laws.

        12. Severability. If any term, provision, covenant or condition of this letter agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable in any jurisdiction, then such provision, covenant or condition will, as to such jurisdiction, be modified or restricted to the minimum extent necessary to make such provision valid, binding and enforceable, or, if such provision cannot be modified or restricted, then such provision will, as to such jurisdiction, be deemed to be excised from this letter agreement and any such invalidity, illegality or unenforceability with respect to such provision will not invalidate or render unenforceable such provision in any other jurisdiction, and the remainder of the provisions hereof will remain in full force and effect and will in no way be affected, impaired or invalidated.

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        13. Entire Agreement; Amendments. This letter agreement and the Employment Agreement contain the entire agreement among you, the Company and Parent concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, among you, the Company and Parent with respect hereto. You acknowledge and agree that this letter agreement constitutes a modification of your rights under the Employment Agreement and any other agreement between you and the Company providing for severance or separation benefits. Notwithstanding the foregoing, all other terms of the Employment Agreement and any such other agreement that have not been modified by this letter agreement will remain in full force and effect. This letter agreement may not be modified or amended except by a writing signed by each of the parties hereto.

        14. Successors and Assigns. This letter agreement will be binding on (a) you and your estate and legal representatives and (b) the Company, Parent and their respective successors and assigns.

        15. Counterparts. This letter agreement may be executed in two or more counterparts (including via facsimile), each of which will be deemed an original but all of which together will be considered one and the same agreement.

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Very truly yours,
JOHNSON & JOHNSON
By:	/s/ Alex Gorsky
Name:	Alex Gorsky
Title:	Company Group Chairman
MENTOR CORPORATION
By:	/s/ Joseph A. Newcomb
Name:	Joseph A. Newcomb
Title:	Vice President and General Counsel

Agreed and Accepted:

/s/ Joseph A. Newcomb

Joseph A. Newcomb

11/26/08

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EX-99.D.5

Exhibit (d)(5)

November 30, 2008

[ ]
201 Mentor Drive
Santa Barbara, CA 93111

               Re:     Retention Agreement

Dear [ ]:

     This letter agreement is in reference to the employment agreement between you and Mentor Corporation (the “Company”), dated as of [ ] (the “Employment Agreement”). As you know, Johnson & Johnson, a New Jersey corporation (“Parent”), Decatur Acquisition Corp. a wholly-owned subsidiary of Parent (“Sub”), and the Company, propose to enter into a merger agreement (the “Merger Agreement”) that will (subject to the satisfaction of the terms and conditions of the Merger Agreement) result in the Company (or the surviving corporation in the merger pursuant to the Merger Agreement (the “Merger”)) becoming wholly-owned by Parent upon the Closing (as defined in the Merger Agreement). As a condition to the willingness of Parent and Sub to enter into the Merger Agreement, Parent has requested that you enter into this letter agreement setting forth certain modifications to your rights and obligations under the Employment Agreement and any other agreement between you and the Company that provides for severance or separation benefits. Capitalized terms used but not otherwise defined herein will have the meanings assigned thereto under the Employment Agreement, unless otherwise expressly noted.

     You acknowledge that as a result of your employment with the Company, you have been given access to various trade secrets and confidential customer lists of the Company. In addition, you further acknowledge and agree that a material aspect of Parent’s decision to enter into the Merger Agreement is the acquisition of the Company’s goodwill for the purpose of Parent’s carrying on a business that is similar to the business of the Company. In consideration of the foregoing, the benefits provided under Section 4 of this letter agreement and for other good and valuable consideration, which is hereby acknowledged and agreed by the undersigned, each of the Company, Parent and you (each, a “party”) agrees as follows:

     1. Effectiveness. This letter agreement will become effective upon its execution by each of the parties; provided, however, that this letter agreement will be null and void ab initio and of no further force or effect if the Merger Agreement is terminated prior to the Closing or if, for any other reason, the Closing does not occur (it being understood that Parent shall have no liabilities or obligations hereunder unless and until the Closing occurs).

     2. Entitlement to Severance; Definition of “Cause”, “Good Reason”; Miscellaneous. (a) You hereby agree that you shall be entitled to the severance compensation and benefits described in Section 4.2.6 of the Employment Agreement only in the event that, on or within 12 months after the Closing, your employment is terminated for any reason other than (i) by the Company for Cause (as defined below), (ii) by you other than for Good Reason (as defined in the Employment Agreement and modified by this letter agreement), or (iii) due to your death or Disability. In addition, notwithstanding anything in the Employment Agreement to the contrary, upon a termination of employment due to your death or Disability on or within 12 months after the Closing, you and your eligible dependants will be entitled to receive payment of full COBRA premiums for twenty-four (24) months following such termination; provided, that should you or your dependants discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided to you or your dependants in lieu of such premium payments. For the avoidance of doubt, the consummation of the Closing will constitute a Change of Control for purposes of this letter agreement and the Employment Agreement.

               (b) In the event that your employment terminates due to your death or Disability prior to the scheduled payment date for the June 2009 bonus under the Company’s applicable bonus plan, then you or your estate or beneficiaries, as applicable, will be entitled to receive a cash amount equal to the target bonus in respect of such bonus, which shall be paid within 30 days of such termination.

               (c) You hereby agree to amend the definition of “Good Reason” set forth in Section 4.1.5 of the Employment Agreement as follows:

(i) delete clause (i) of that definition and replace it with the following language:

“(i) following a Change of Control, the Company assigning Employee duties or responsibilities that are substantially inconsistent with his professional skills and experience levels as of such Change of Control (without regard to the fact that the Company is no longer an independent publicly held company);”;

(ii) delete clause (ii) of that definition and replace it with the following language:

“(ii) a material reduction in Base Compensation other than a one-time reduction of not more than 10% that also is applied to substantially all other senior executives at the Company;”; and

(iii) delete clauses (iii) and (iv) of that definition and replace them with the following language:

“or (iii) Employee must perform a significant portion of his duties at a location more than 50 miles from his current work location in Santa Barbara, California.”.

               (d) The parties hereby agree that Section 4.1.4 of the Employment Agreement is hereby deleted, and shall be replaced in its entirety with the following:

               “4.1.4. For Cause. COMPANY may terminate this Agreement without advance notice for Cause. For purposes of this Agreement, “Cause” shall mean:

               (A) EMPLOYEE engaging in any material criminal activity or willful neglect of any material duty owed to the COMPANY;

               (B) EMPLOYEE’s material breach of a fiduciary duty owed to the COMPANY or any material obligation of the EMPLOYEE under this Agreement; or

               (C) Conduct by the EMPLOYEE that threatens to do immediate and substantial harm to the COMPANY’s business or reputation.

               To the extent that circumstances constituting Cause pursuant to this Section 4.1.4 are curable by EMPLOYEE without harm to COMPANY and/or its reputation, COMPANY shall, instead of immediately terminating EMPLOYEE pursuant to this Agreement, provide EMPLOYEE with notice of such breach, specifying the actions, if any, required to cure such breach, and EMPLOYEE shall have twenty (20) days to cure such breach by performing the actions so specified. If EMPLOYEE fails to cure such breach by taking such specified actions within such twenty (20) day period, COMPANY may terminate EMPLOYEE’s employment for Cause without further notice. COMPANY’s exercise of its right to terminate under this section shall be without prejudice to any other remedy to which COMPANY may be entitled at law, in equity, or under this Agreement.”

               (e) You hereby agree that the provisions of Section 3 of the Employment Agreement shall cease to apply to you from and after the Closing.

     3. Stock Awards. You hereby agree that no stock option or other equity-based or equity-related award granted to you on or after the Closing will be subject to the provisions in the Employment Agreement regarding accelerated vesting in connection with a termination of your employment.

     4. Retention Payment. Subject to your compliance with Section 7 of this letter agreement, if you remain an active full-time employee of the Company, Parent or any of their respective subsidiaries through the expiration of the 12-month period following the Closing (the “Retention Payment Date”), you will receive a lump-sum cash payment equal to the aggregate amount described in Section 4.2.5(iv) of the Employment Agreement (the “Retention Bonus”), which will be paid to you on the 10^th business day following the Release Effective Date (as defined below); provided, however, that if your employment terminates as a result of death or Disability during such 12-month period, you or your estate or beneficiaries, as applicable, will be entitled to receive the Retention Bonus within 30 days following such termination of employment. You hereby agree to amend the Employment Agreement and any other agreement between you and the Company providing for severance or separation benefits to provide that if you become entitled to payment of the Retention Bonus, you will not be entitled to any severance

payments or benefits under the Employment Agreement or under any such other agreement, and all of your rights under each such agreement will immediately terminate (including your rights under Sections 4.2.5 and 4.2.6 of the Employment Agreement). In no event will you receive the Retention Bonus if your employment is terminated for any reason (other than death or Disability) prior to the expiration of the 12-month period following the Closing.

     5. Termination without Cause; Good Reason. In the event the Company terminates your employment without Cause or you resign for Good Reason, as such term is modified by the terms of this letter agreement, in either case within the 12-month period following the Closing, you will be entitled to the payments and benefits under the Employment Agreement pursuant to the terms thereof (as modified by Sections 2 and 3 of this letter), and you shall not be entitled to the Retention Bonus. In addition, you further acknowledge and agree that in the event that you become entitled to receive any payments or benefits pursuant to the Employment Agreement, as modified by this letter agreement, such payments and benefits shall be in lieu of, and not in addition to, (a) any payments and benefits under any other severance, separation or other termination plan maintained by the Company, Parent or any of their respective subsidiaries and (b) under any other individual agreement between you and the Company.

     6. Restrictions on Termination of Employment Prior to Closing. (a) The Company hereby agrees that during the period following the signing of this letter agreement and prior to the consummation of the Merger (the “Pre-Closing Period”), it shall not terminate your employment other than for Cause.

               (b) You hereby agree that you will not terminate your employment for Good Reason during the Pre-Closing Period.

     7. General Waiver and Release. You agree that the Retention Bonus to which you may become entitled hereunder will become payable to you only if (a) you execute, prior to the payment of such amount, a general waiver and release of all claims, including those under the Employment Agreement, in favor of Parent, the Company and their respective subsidiaries and affiliates, and others related to such entities (including their respective directors, officers and employees), in a form customary for similarly situated employees of Parent, as reasonably determined in good faith by Parent, and (b) such waiver and release becomes effective and irrevocable (the date of such effectiveness and irrevocability, the “Release Effective Date”, which date shall be no later than 75 days after your date of termination); provided, however, that unless the Company shall have delivered such waiver and release to you within 10 days following the Retention Payment Date, then any requirement for you to execute, deliver and not revoke such waiver and release as a condition of receiving the Retention Bonus will have no effect, and you shall be entitled to receive the Retention Bonus as though such condition had been satisfied.

     8. Withholding. You are solely liable for all taxes and penalties that may arise in connection with this letter agreement (including any taxes arising under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)), and none of the Company, Parent or their respective subsidiaries or affiliates will have any

obligation to indemnify or otherwise hold you harmless from any or all such taxes. The Company or Parent may withhold from any amounts payable under this letter agreement such Federal, state, local or foreign taxes as will be required to be withheld pursuant to any applicable law or regulation.

     9. Section 409A. The parties intend that any amounts payable under this letter agreement and the Employment Agreement, and the Company’s and Employee’s exercise of authority or discretion hereunder and thereunder, comply with the provisions of Section 409A of the Code so as not to subject Employee to the payment of the additional tax, interest and any other tax penalties which may be imposed under Section 409A of the Code. In furtherance thereof, to the extent that any provision hereof would result in Employee being subject to payment of such additional tax, interest and tax penalty under Section 409A of the Code, the parties agree to cooperate in good faith to (i) amend this letter agreement or the Employment Agreement, as applicable, in order to bring this letter agreement and the Employment Agreement into compliance with Section 409A of the Code without, to the extent practicable, materially changing the economic value of the arrangements under this letter agreement or the Employment Agreement to either party and (ii) thereafter interpret this letter agreement and Employment Agreement in a manner that complies with Section 409A of the Code. Notwithstanding the foregoing, neither Parent nor the Company is making any representation or warranty that the provisions of this letter agreement or the Employment Agreement do now, or will in the future, comply with Section 409A of the Code, and no particular tax result for Employee with respect to any income recognized by Employee in connection with this letter agreement or the Employment Agreement is guaranteed.

     10. Not an Employment Agreement. The terms of this letter agreement neither bind you to continued employment with the Company, Parent or any of their respective subsidiaries or affiliates nor confer any rights upon you with respect to the continuation of employment by the Company, Parent or any of their respective subsidiaries or affiliates.

     11. Governing Law. This letter agreement will be governed by, construed and interpreted in accordance with, the laws of the State of California, without regard to its principles of conflicts of laws.

     12. Severability. If any term, provision, covenant or condition of this letter agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable in any jurisdiction, then such provision, covenant or condition will, as to such jurisdiction, be modified or restricted to the minimum extent necessary to make such provision valid, binding and enforceable, or, if such provision cannot be modified or restricted, then such provision will, as to such jurisdiction, be deemed to be excised from this letter agreement and any such invalidity, illegality or unenforceability with respect to such provision will not invalidate or render unenforceable such provision in any other jurisdiction, and the remainder of the provisions hereof will remain in full force and effect and will in no way be affected, impaired or invalidated.

     13. Entire Agreement; Amendments. This letter agreement and the Employment Agreement contain the entire agreement among you, the Company and Parent concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, among you, the Company and Parent with respect hereto. You acknowledge and agree that this letter agreement constitutes a modification of your rights under the Employment Agreement and any other agreement between you and the Company providing for severance or separation benefits. Notwithstanding the foregoing, all other terms of the Employment Agreement and any such other agreement that have not been modified by this letter agreement will remain in full force and effect. This letter agreement may not be modified or amended except by a writing signed by each of the parties hereto.

     14. Successors and Assigns. This letter agreement will be binding on (a) you and your estate and legal representatives and (b) the Company, Parent and their respective successors and assigns.

     15. Counterparts. This letter agreement may be executed in two or more counterparts (including via facsimile), each of which will be deemed an original but all of which together will be considered one and the same agreement.

Very truly yours, JOHNSON & JOHNSON
By:
	Name:
	Title:
MENTOR CORPORATION
By:
	Name:
	Title:

Agreed and Accepted:

[ ]