STOCK PURCHASE AGREEMENT

Exhibit 2.1

STOCK PURCHASE AGREEMENT

by and among

ZIMMER, INC.

ZIMMER HOLDINGS FRANCE S.A.S.

ABBOTT LABORATORIES

and ABBOTT FRANCE S.A.S.

with respect to all

outstanding capital stock of

ABBOTT SPINE INC.

and

ABBOTT SPINE S.A.

dated as of September 4, 2008

Execution Copy

TABLE OF CONTENTS

Execution Copy

Execution Copy

EXHIBITS

Execution Copy

          This STOCK PURCHASE AGREEMENT, dated as of September 4, 2008 is made and entered into by and among Zimmer, Inc., a Delaware corporation (“ U.S. Purchaser ”); subject to the provisions of Section 4.18 hereof, Zimmer Holdings France S.A.S. (“ International Purchaser ” and together with U.S. Purchaser, “ Purchasers ”); Abbott Laboratories, an Illinois corporation (“ U.S. Seller ”); and, subject to the provisions of Section 11.15 hereof, Abbott France S.A.S., a société par actions simplifiée organized under the laws of the Republic of France, having its registered office at 10 Rue d’Arcueil, BP 90233, 94528 Rungis Cedex, France, and registered with the Registre du Commerce et des Sociétés of Créteil under identification number ( “numéro d’identification unique”) 602 950 206 (“ International Seller ” and together with U.S. Seller, “ Sellers ”). Capitalized terms not otherwise defined herein have the meanings set forth in Section 10.01 hereof.

          WHEREAS, U.S. Seller owns the issued and outstanding common stock, $0.01 par value per share, of Abbott Spine Inc., a Delaware corporation (“ ASI ”) (such shares being referred to herein as the “ ASI Shares ”); and

          WHEREAS, International Seller together with the Other Sellers own all of the issued and outstanding common stock, 1 Euro par value per share, of Abbott Spine S.A., a société anonyme organized under the laws of the Republic of France, having its registered office at 23 Parvis des Chartrons – Cité Mondiale – 33080 Bordeaux, France and registered with the Registre du Commerce et des Sociétés of Bordeaux under identification number ( “numéro d’identification unique”) 424 884 682 (“ ASSA ”) (such shares being referred to herein as the “ ASSA Shares ” and together with the ASI Shares, the “ Shares ”); and

          WHEREAS, Sellers desire to sell and cause the Other Sellers to sell, and Purchasers desire to purchase, the Shares on the terms and subject to the conditions set forth in this Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
SALE OF SHARES AND CLOSING

          1.01 Purchase and Sale . Upon the terms and subject to the conditions set forth in this Agreement, at the Closing: (a) U.S. Seller shall sell, convey, assign and transfer to U.S. Purchaser the ASI Shares, and the U.S. Purchaser shall purchase all of the U.S. Seller’s right, title and interest in and to the ASI Shares, free and clear of all Encumbrances other than Encumbrances created or suffered to exist by Purchasers; (b) International Seller shall sell, convey, assign and transfer to International Purchaser the ASSA Shares owned by International Seller, and the International Purchaser shall purchase all of the International Seller’s right, title and interest in and to such ASSA Shares, free and clear of all Encumbrances other than Encumbrances created or suffered

to exist by Purchasers; and (c) Sellers shall cause each Other Seller to, and each Other Seller shall, sell, convey, assign and transfer to the International Purchaser the ASSA Share owned by such Other Seller, and International Purchaser shall purchase the Other Sellers’ right, title and interest in and to the ASSA Share owned by each Other Seller, free and clear of all Encumbrances other than Encumbrances created or suffered to exist by Purchasers.

          1.02 Purchase Price . Subject to the terms and conditions of this Agreement, at the Closing, Purchasers shall pay, in consideration for the purchase of the Shares pursuant to Section 1.01 , in cash $360,000,000 (the “ Purchase Price ”). The payment of the Purchase Price shall not be reduced by any withholdings or deductions except to the extent required by United States or foreign Laws.

          1.03 Tax Treatment of Purchase Price

               (a) Not later than five (5) days after the date of this Agreement, Sellers shall deliver to Purchasers for their review and comment an allocation of the Purchase Price to the Shares based on an estimate of the fair market values of the ASI Shares and ASSA Shares. If Sellers and Purchasers are unable to reach agreement on the allocation of the Purchase Price within thirty (30) days following the delivery of the allocation to the Purchasers, the allocation of Purchase Price shall be determined by an internationally-recognized independent accounting firm mutually selected by Sellers and Purchasers (“ Independent Expert ”) using customary valuation methodologies; provided, however, that the Independent Expert shall make its determination within thirty (30) days following the Closing Date. The determination made by the Independent Expert shall be, absent manifest error, final and binding on Purchasers and Sellers. The fees and expenses of the Independent Expert shall be shared equally between Sellers and Purchasers.

               (b) Purchasers, Sellers, Other Sellers and each of their respective Affiliates shall: (i) treat the amounts allocated to each of ASI and ASSA pursuant to Section 1.03(a) as the purchase price of the respective entity for Tax purposes; (ii) be bound by the allocations determined pursuant to Section 1.03(a) for purposes of determining any Taxes; and (iii) prepare and file, and cause their Affiliates to prepare and file, their Tax Returns on a basis consistent with these allocations. None of Purchasers, Sellers, Other Sellers or their respective Affiliates shall take any position inconsistent with these allocations in any Tax Return, in any refund claim, in any litigation, or otherwise unless required by final determination by an applicable Taxing Authority. In the event that an allocation is disputed by any Taxing Authority, the party receiving notice of the dispute shall promptly notify the other parties hereto, and Purchasers and Sellers agree to use commercially reasonable efforts to defend such allocations in any audit or similar proceeding.

          1.04 Closing . Subject to the terms and conditions of this Agreement, the sale and purchase of the Shares contemplated by this Agreement shall take place at a closing (the “ Closing ”), which shall take place at the offices of Skadden, Arps, Slate,

Execution Copy

Meagher & Flom LLP, 333 West Wacker Drive, Chicago, Illinois 60606 or at such other place as Purchasers and Sellers mutually agree in writing, at 10:00 A.M. local time, on the third (3 ^rd ) Business Day following the satisfaction or waiver of each of the conditions set forth in Article VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but the Closing shall be subject to the satisfaction or waiver of those conditions) or at such other time or date as Purchasers and Sellers may mutually agree in writing (the “ Closing Date ”). Unless the parties otherwise agree in writing, the Closing shall be deemed to have occurred at 12:01 a.m. local time in each applicable jurisdiction on the Closing Date.

          1.05 Closing Deliveries by Sellers . At the Closing, Sellers shall deliver, or cause to be delivered, to the applicable Purchaser:

               (a) a certificate or certificates representing the ASI Shares, duly endorsed in blank or accompanied by duly executed stock powers endorsed in blank;

               (b) duly completed and executed share transfer forms ( ordre de mouvement) providing for the transfer of legal title to and possession of all ASSA Shares to the International Purchaser along with the declaration for Tax registration ( formulaire cerfa no 2759 DGI) pursuant to section 726-I of the French Tax Code ( le Code General des Impôts);

               (c) the share transfer register ( registre des mouvements de titres) and the shareholders’ accounts ( comptes d’actionnaires) of ASSA updated to evidence that the transfers of all the ASSA Shares in favor of the International Purchaser have been duly recorded;

               (d) the Transition Services Agreement, as executed by Sellers;

               (e) resignations of each director of the Spine Entities, effective as of Closing;

               (f) a certification of non-foreign status for U.S. Seller in the form and manner which complies with the requirements of Section 1445 of the Code and the regulations promulgated thereunder;

               (g) a receipt for the Purchase Price;

               (h) the certificate described in Section 7.01(a) ;

               (i) resolutions of ASSA revoking all powers of attorney granted to any officers, directors, or employees of U.S. Seller or any of its Affiliates who are not Business Employees and a certificate of an officer of U.S. Seller that such revocation has been communicated to all of such officers, directors and employees;

Execution Copy

               (j) termination of the Contrats de Pret a la Consommation entered into between International Seller and each of the Other Sellers;

               (k) copies of the opinions of the works councils of International Seller and ASSA relating to the consultations contemplated by Section 11.15 ; and

               (l) for each of ASI and SNAC, a good standing certificate, dated within five (5) Business Days prior to the Closing Date, issued by the Delaware Secretary of State’s office, and for ASSA, a Kbis extract from the commercial register, dated within five (5) Business Days prior to the Closing Date.

          1.06 Closing Deliveries by Purchasers . At the Closing, Purchasers shall deliver, or cause to be delivered, to the applicable Purchaser:

               (a) the Purchase Price, by wire transfer in immediately available funds to one or more bank accounts designated in writing by U.S. Seller no later than three (3) Business Days before the Closing Date;

               (b) the Transition Services Agreement as executed by Purchasers; and

               (c) the certificate described in Section 7.02(a) .

          1.07 Closing Working Capital .

               (a) Within thirty (30) days after the Closing Date, Sellers shall prepare, or cause to be prepared, and deliver to Purchasers an unaudited statement setting forth Sellers’ calculation of Working Capital as of the Closing Date (the “ Closing Working Capital Statement ”), which shall set forth Sellers’ calculation of Working Capital as of the Closing Date (“ Closing Working Capital ”). Closing Working Capital and Final Working Capital shall be reduced by an amount equal to the asset value of the inventory described in Schedule 2.07 ; provided that if a reserve with respect to such inventory has been included in Closing Working Capital or Final Working Capital, then such reduction shall not be made to the extent it duplicates the reserve.

               (b) Upon receipt from Sellers, Purchasers shall have thirty (30) days to review the Closing Working Capital Statement (the “ Review Period ”). If Purchasers disagree with Sellers’ computation of Closing Working Capital, Purchasers may, on or prior to the last day of the Review Period, deliver a notice to Sellers (a “ Notice of Objection ”), which sets forth their objections to Sellers’ calculation of Closing Working Capital. Any Notice of Objection shall specify those items or amounts with which Purchasers disagree, together with a detailed written explanation of the reasons for disagreement with each such item or amount, and shall set forth Purchasers’ calculation of Closing Working Capital based on such objections. To the extent not set forth in the Notice of Objection, Purchasers shall be deemed to have agreed with Sellers’ calculation of all other items and amounts contained in the Closing Working Capital Statement.

Execution Copy

               (c) Unless Purchasers deliver a Notice of Objection to Sellers within the Review Period, Purchasers shall be deemed to have accepted Sellers’ calculation of Closing Working Capital and the Closing Working Capital Statement shall be final, conclusive and binding. If Purchasers deliver a Notice of Objection to Sellers within the Review Period, Purchasers and Sellers shall, during the ten (10) days following such delivery or any mutually agreed extension thereof, use their commercially reasonable efforts to reach agreement on the disputed items and amounts in order to determine the amount of Closing Working Capital. If, at the end of such period or any mutually agreed extension thereof, Purchasers and Sellers are unable to resolve their disagreements, they shall jointly retain and refer their disagreements to an Independent Expert. The parties shall instruct the Independent Expert promptly to review this Section 1.07 and to determine solely with respect to the disputed items and amounts so submitted whether and to what extent, if any, the Closing Working Capital set forth in the Closing Working Capital Statement requires adjustment. The Independent Expert shall base its determination solely on written submissions by Purchasers and Sellers and not on an independent review. Purchasers and Sellers shall make available to the Independent Expert all relevant Books and Records and other items reasonably requested by the Independent Expert. The parties shall request that the Independent Expert deliver to Purchasers and Sellers, as promptly as practicable but in no event later than thirty (30) days after its retention, a report which sets forth its resolution of the disputed items and amounts and its calculation of Closing Working Capital; provided that in no event shall Closing Working Capital as determined by the Independent Expert be more than Sellers’ calculation of Closing Working Capital set forth in the Closing Working Capital Statement nor less than Purchasers’ calculation of Closing Working Capital set forth in the Notice of Objection. The decision of the Independent Expert shall be final, conclusive and binding on the parties. The costs and expenses of the Independent Expert shall be allocated between the parties by the Independent Expert based upon the relative differences between the position asserted by each party and the final resolution of the disputed items, with the party asserting a position further from the final resolution bearing a proportionately greater share of such costs and expenses.

          1.08 Adjustment of Purchase Price .

               (a) “ Final Working Capital ” means the Closing Working Capital (i) as shown in the Closing Working Capital Statement, if no Notice of Objection with respect thereto is timely delivered; or (ii) if a Notice of Objection is so delivered, then as agreed by Purchasers and Sellers pursuant to Section 1.07(c) or, in the absence of such agreement, as shown in the Independent Expert’s calculation. If Final Working Capital is less than $43,362,000, Sellers shall pay to Purchasers, as an adjustment to the Purchase Price, in the manner and with interest as provided in Section 1.08(b) , an amount of cash equal to the difference between $43,362,000 and Final Working Capital (the “ Deficit Amount ”). If Final Working Capital exceeds $43,362,000, Purchasers shall pay to Sellers, in the manner and with interest as provided in Section 1.08(b) , an amount of cash equal to the difference between Final Working Capital and $43,362,000 (the “ Excess Amount ”).

Execution Copy

               (b) Within five (5) Business Days after Final Working Capital has been finally determined, (i) if there is a Deficit Amount, Sellers shall pay to Purchasers an amount equal to such Deficit Amount, together with interest calculated as set forth below, and (ii) if there is an Excess Amount, Purchasers shall pay to Sellers an amount equal to such Excess Amount, together with interest calculated as set forth below. Any such payment shall be made by wire transfer of immediately available funds to one or more accounts as designated in writing by Purchasers or Sellers, as the case may be. The amount of any payment to be made pursuant to this Section 1.08 shall bear interest from and including the Closing Date to but excluding the date of payment at a rate per annum equal to the Federal Funds Rate in effect from time to time during the period from the Closing Date to the date of payment. Such interest shall be calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding.

               (c) Any rights accruing to a party under this Section 1.08 shall be in addition to and independent of the rights to indemnification under Article IX. Any payments made to any party under this Section 1.08 shall not be subject to the terms of Article IX. Any Deficit Amount owing to Purchasers shall be the joint and several obligation of Sellers.

               (d) For all Tax purposes, the parties agree to treat the payment of the Deficit Amount or Excess Amount, as the case may be, as an adjustment to the Purchase Price except to the extent applicable Law requires otherwise. The amount of such adjustment shall be allocated between the Shares of ASI and ASSA in accordance with the principles and in the manner set forth in Section 1.03(a) for the allocation of Purchase Price, taking into account the ASI Working Capital and the ASSA Working Capital.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLERS

          Except as otherwise set forth in a schedule to any particular representation and warranty (with specific reference to the particular Section of this Agreement to which the information set forth in such schedule relates; provided , however , that any information set forth in one schedule shall be deemed to apply to each other schedule thereof to which its relevance is readily apparent on its face), Sellers hereby jointly and severally represent and warrant to Purchasers that all of the statements contained in this Article II are true as of the date of this Agreement (or, if made as of a specified date, as of such date). The inclusion of any information in a schedule to this Agreement shall not be deemed to be an admission or evidence of the materiality of such item, nor shall it establish a standard of materiality for any purpose whatsoever.

Execution Copy

          2.01 Organization and Authority of Sellers .

               (a) U.S. Seller is a corporation organized, validly existing and in good standing under the Laws of the State of Illinois. U.S. Seller has all necessary corporate power and authority to enter into, execute and deliver this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by U.S. Seller, the performance by U.S. Seller of its obligations hereunder and the consummation by U.S. Seller of the transactions contemplated hereby have been authorized by all requisite corporate action on the part of U.S. Seller. This Agreement has been executed and delivered by U.S. Seller, and, assuming due authorization, execution and delivery by Purchasers, this Agreement is a legal, valid and binding obligation of U.S. Seller, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or by the application of general principles of equity.

               (b) International Seller is a société par actions simplifiée organized and validly existing under the Laws of the Republic of France having its registered office at 10 Rue d’Arcueil, BP 90233, 94528 Rungis Cedex, France, and registered with the Registre du Commerce et des Sociétés of Créteil under identification number ( “numéro d’identification unique”) 602 950 206. Subject to the provisions of Section 11.15 hereof, International Seller has all necessary corporate power and authority to enter into, execute and deliver this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. Subject to the provisions of Section 11.15 hereof, the execution and delivery of this Agreement by International Seller, the performance by International Seller of its obligations hereunder and the consummation by International Seller of the transactions contemplated hereby have been authorized by all requisite corporate action on the part of International Seller. When executed and delivered by International Seller in accordance with Section 11.15 hereof, this Agreement will have been executed and delivered by International Seller, and, assuming due authorization, execution and delivery by Purchasers, this Agreement will be a legal, valid and binding obligation of International Seller, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or by the application of general principles of equity.

          2.02 Organization, Authority and Qualification of Spine Entities . Each of ASI, ASSA and Spine Next America Corp., a Delaware corporation (“ SNAC ”) (collectively, the “ Spine Entities ”) is a company duly organized and validly existing under the Laws of the jurisdiction of its incorporation and has all necessary corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the portion of the Business conducted by such Spine Entity as conducted at the date of this Agreement. Each Spine Entity is qualified to do business and, in jurisdictions where such concept is recognized, is in good standing (or its local equivalent) in each jurisdiction in which the properties leased by it or the

Execution Copy

operations of the portion of the Business conducted by such Spine Entity make such qualification necessary or desirable, except to the extent that the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Sellers have made available to Purchasers, through the Spine Data Room, true, complete and correct copies of the certificate of incorporation and bylaws or similar organizational documents of the Spine Entities.

          2.03 Capital Stock . Schedule 2.03 sets forth the authorized, issued and outstanding shares of each of the Spine Entities, including the identities of the holders of such issued and outstanding shares. The outstanding shares of ASI and SNAC are duly authorized, validly issued, fully paid and non-assessable. The outstanding shares of ASSA are duly authorized, validly issued and fully-paid (“ libérées ”). There are no outstanding Options with respect to any Spine Entities, and none of the Spine Entities is subject to any obligation or commitment to issue or grant any Options. There are no restrictions as to voting rights or disposal of the shares of ASSA or, except to the extent of any restrictions required by French Law, to the distribution of profits by ASSA. Other than SNAC, neither ASI nor ASSA holds any equity interests in any other Person. SNAC does not hold any equity interests in any other Person. Upon consummation of the purchase and sale of the Shares contemplated by this Agreement, including payment of the Purchase Price, Purchasers shall own the entire right, title and interest in all outstanding capital stock and equity interests of each of the Spine Entities, free and clear of all Encumbrances other than Encumbrances created or suffered to exist by Purchasers, except as such ownership may be limited by: (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally; (b) the application of general principles of equity; (c) any facts or circumstances specific to Purchasers; or (d) any action or omission on the part of Purchasers.

          2.04 No Conflicts . Schedule 2.04 sets forth all Consents that are required for the consummation of the transactions contemplated by this Agreement under any Material Contract, but excluding any Consents required pursuant to applicable Law or required because of the business of the Purchasers and their Affiliates or contracts pursuant to which any Purchaser or any Affiliate is a party or by which any of their respective assets or properties are bound (“ Material Consents ”). Assuming that all Material Consents have been obtained and that International Seller has become a party to this Agreement pursuant to Section 11.15 , and except as may result from any facts or circumstances specific to Purchasers or any of their respective Affiliates, the execution, delivery and performance of this Agreement by the Sellers do not: (a) violate, conflict with or result in the breach of the certificate of incorporation or bylaws (or similar organizational documents) of Sellers or the Spine Entities; (b) conflict with or violate any Law or Governmental Order applicable to Sellers or the Spine Entities, as applicable, or their respective properties; or (c) violate, conflict with or result in a breach of or default under (with or without notice, lapse of time or both), any Material Contract or entitle any other party to modify, terminate, cancel, accelerate or exercise any other right under any Material Contract, except in the case of clauses (b) and (c), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Execution Copy

          2.05 Governmental Consents and Approvals . The execution, delivery and performance of this Agreement by Sellers do not require any Consent of any Governmental Authority, except: (a) the requirements of the HSR Act and, to the extent applicable, the Competition/Investment Laws of any other relevant jurisdiction; (b) any notification, or where appropriate, consultation, consent or negotiation with a works council, union, labor board or relevant Governmental Authority concerning the transactions contemplated by this Agreement; or (c) as may be necessary as a result of any facts or circumstances specific to Purchasers or any of their respective Affiliates.

          2.06 Financial Statements .

               (a) Set forth in Schedule 2.06(a) are: (a) the unaudited balance sheets and profit and loss statements for the portion of the Business conducted by ASI for the year ended December 31, 2007 and as of and for the six (6) months ended on June 30, 2008 (collectively, the “ ASI Financial Statements ”); and (b) unaudited balance sheets and profit and loss statements for the portion of the Business conducted by ASSA for the year ended November 30, 2007 and as of and for the six (6) months ended on May 31, 2008 (collectively, the “ ASSA Financial Statements ” and, together with the ASI Financial Statements, the “ Financial Statements ”). Except as set forth in Schedule 2.06(a) , the Financial Statements have been prepared in accordance with GAAP applied on a consistent basis and fairly present in all material respects the financial condition and results of operations of the Spine Entities as of the respective dates thereof and for the periods referred to therein. Since January 1, 2007, there has not occurred any material change in accounting methods or practices or revaluation of assets.

               (b)  Schedule 2.06(b) sets forth all of the items related to the Business that are included on Seller’s balance sheet, along with Sellers’ good faith estimates of the amounts thereof.

          2.07 Liabilities . None of the Spine Entities has any Liabilities, except (i) as reflected in the Financial Statements or as otherwise set forth on Schedule 2.06(a), Schedule 2.06(b) or Schedule 2.07 , (ii) as have been incurred in the ordinary course of business, consistent with past practice, but not required under GAAP to be reflected in the Financial Statements, (iii) as have been incurred in the ordinary course of business, consistent with past practice, since the respective dates of the most recent balance sheets included in the Financial Statements, (iv) obligations under this Agreement and (v) as included in the calculation of the Final Working Capital.

          2.08 Litigation; Insurance Claims .

               (a) As of the date hereof, no Action by or against Sellers or any of their Affiliates is pending or, to the Knowledge of the Sellers, threatened, challenging the legality, validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby.

Execution Copy

               (b)  Schedule 2.08(b) sets forth (i) the pending Actions (including those involving Product Claims) as of the date hereof to which any Spine Entity is a party, none of which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (ii) each Action (including those involving Product Claims) with respect to which any Spine Entity has monetary, non-competition or non-solicitation executory obligations arising from the settlement or other disposition thereof. To the Knowledge of Sellers, no material Action is currently threatened against any Spine Entity.

               (c)  Schedule 2.08(c) lists all pending insurance claims under any insurance policy of any Spine Entity or either Seller with respect to any assets or properties of any Spine Entity.

          2.09 Assets; Inventory .

               (a) The Spine Entities have good and valid title to all tangible assets reflected in the Financial Statements or that were acquired by such Spine Entities after the respective dates of such Financial Statements (except those assets that have been sold or otherwise disposed of since the respective dates thereof in the ordinary course of business and not in violation of this Agreement), in each case, free and clear of all Encumbrances except: (i) mechanics’, carriers’, workmen’s, warehouseman’s or other like liens arising or incurred in the ordinary course of business; (ii) liens for taxes and assessments not yet due and payable or which are being contested in good faith through appropriate proceedings; (iii) liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security or retirement benefits; (iv) unperfected security interests retained by sellers of goods to secure the purchase price of such goods to the extent the obligation to pay such purchase price constitutes a trade account payable; (v) Encumbrances caused by or resulting from the acts of Purchasers or any of their Affiliates, employees, officers, directors, agents, contractors, invitees or licensees; and (vi) other Encumbrances, in each case arising in the ordinary course of business and not incurred or made in connection with the borrowing of money, provided that such Encumbrances do not, individually or in the aggregate, materially impair the present use of the encumbered assets (collectively “ Permitted Liens ”).

               (b) The Spine Entities do not own any real property and have good and valid title to the leasehold estates in all real property leased by them (all of such leased real property being referred to herein as the “ Real Property ”), free and clear of all Encumbrances, except for Permitted Liens, easements, reservations, covenants, rights-of-way and other similar restrictions of record and liens of the other party to the leases thereof arising pursuant to the terms of such leases. Each Spine Entity enjoys peaceful and undisturbed possession of the Real Property which it leases (subject to Permitted Liens). Schedule 2.09(b) sets forth a list of the address of all Real Property leased by any Spine Entity as of the date hereof. Sellers have previously provided or made available to Purchasers through the Spine Data Room true and complete copies of all Real Property leases. Articles L.145-1 and Articles L.145-4 of the French

Execution Copy

Commercial Code apply to all leases governed by French law entered into by the Spine Entities, and the Spine Entities have the right to renew such leases in accordance with Article L.145-8 of the French Commercial Code. Except for (i) the production of custom instruments and prototypes and (ii) the assembly and packaging of Products manufactured by Third Parties, none of the Spine Entities currently manufactures any goods, materials or products at any of the Real Property, nor have they done so within the past five (5) years at any current or former owned or leased premises.

               (c) Except as set forth on Schedule 2.09(c) , all inventory of Products held by the Spine Entities (i) has been designed and manufactured in substantial compliance with applicable Laws; (ii) is free of material defects in design, materials, fabrication and workmanship; and (iii) is suitable for use or sale in the ordinary course of business (including remaining available shelf life for expiry dated Products) and in substantial compliance with applicable Laws.

          2.10 Legal Compliance .

               (a) ASI has, and since October 14, 2004, ASSA and SNAC have, conducted their respective businesses, operations and affairs in compliance in all material respects with all Laws and Governmental Orders applicable thereto, in each case except as set forth on Schedule 2.10(a) .

               (b) No Spine Entity or officer or director thereof has, within the past three (3) years, (i) been a party to any corporate integrity agreement with the United States Department of Health and Human Services Office of Inspector General; (ii) had a reporting obligation pursuant to any settlement agreement entered into with any Governmental Authority; (iii) been, to the Knowledge of Sellers, under investigation, inquiry or review by any Governmental Authority (or been threatened with such an investigation, inquiry or review); (iv) received any search warrant, subpoena or civil investigative demand from any Governmental Authority relating to the Business; (v) been sanctioned within the meaning of Social Security Act Section 1128A or any amendment thereof; (vi) been convicted of violating (or admitted or been found liable for a violation) the federal False Claims Act, the federal Anti-Kickback statute, the Health Insurance Portability and Accountability Act of 1996, the federal Civil Money Penalties statute, the federal Stark law, or similar state laws; or (vii) been debarred, excluded or suspended from participation in any health care program of a Governmental Authority.

          2.11 Labor and Employment Matters .

               (a)  Schedule 2.11(a) lists all U.S. Business Employees as of the date hereof and specifies, with respect to each such Person, the date of hire and title.

               (b) ASI is not a party to any collective bargaining agreement or union contract with, and no employee of ASI is represented by, any union or other collective bargaining unit. There is no labor strike, picket, dispute or stoppage pending

Execution Copy

or, to the Knowledge of Sellers, threatened against ASI, and ASI has not experienced within the past three (3) years any labor strike, picket, dispute or stoppage or other material labor difficulty involving its employees. To the Knowledge of Sellers, except to the extent contemplated by French Law, no campaign or other attempt for recognition has been made by any labor organization or employees with respect to employees of any Spine Entity.

               (c) Except as set forth on Schedule 2.11(c) , none of the Spine Entities is engaged in any unfair labor practice, and there is no unfair labor practice complaint against any Spine Entity pending or, to the Knowledge of Sellers, threatened before the National Labor Relations Board or any comparable Governmental Authority.

               (d) Each of the Spine Entities has paid in the ordinary course of business all wages and compensation due to its employees.

               (e) ASI is not a party to any contract or agreement or subject to any Governmental Order that prevents or restricts its ability to close or relocate any of its facilities or operations. ASI has not effected a plant closing or mass layoff within the meaning of the Worker Adjustment and Retraining Notification Act at any of its facilities.

          2.12 Taxes .

               (a) Each of the Spine Entities has duly filed on a timely basis all material Tax Returns required to have been filed by it prior to the date hereof. Except as set forth on Schedule 2.12(a) , all of such Tax Returns when filed were true, complete and correct, and each of the Spine Entities has, within the time and manner prescribed by applicable Laws, paid all Taxes shown as owing on such Tax Returns. None of the Spine Entities is delinquent in the payment of any Tax. None of the Spine Entities has requested, or filed any document having the effect of causing, any extension of time within which to file any material Tax Return that has not since been filed, other than automatic extensions allowed by Law. None of the Spine Entities has received any written notice that it is liable or responsible for any Tax deficiencies. Except as set forth on Schedule 2.12(a) , there is no Action or audit currently proposed or threatened in writing, or pending against or with respect to any of the Spine Entities in respect of any Taxes. There are no Encumbrances with respect to Taxes upon any of the properties or assets of any of the Spine Entities (other than Encumbrances for Taxes not yet due). Since November 30, 2005, no Taxing Authority in a jurisdiction where any of the Spine Entities does not file Tax Returns has ever claimed in writing that a Spine Entity is or may be subject to liability for any Taxes by that jurisdiction or is required to file a Tax Return in that jurisdiction.

               (b) None of the Spine Entities has granted any power of attorney with respect to Taxes that will continue in effect after Closing.

Execution Copy

               (c) Except to the extent that the Spine Entities file a Tax Return on a consolidated basis, or have entered into a Tax sharing arrangement, with one or more Affiliates, none of the Spine Entities is obligated to indemnify any other Person with respect to any Taxes. Except to the extent that the Spine Entities file a Tax Return on a consolidated basis, or have entered into a Tax sharing arrangement, with one or more Affiliates, none of the Spine Entities is now or has ever been a party to or bound by any Contract or arrangement (including tax sharing or allocation agreements) that (i) requires such Spine Entity to make any Tax payment to or for the account of any other Person, (ii) affords any other Person the benefit of any net operating loss, net capital loss, investment tax credit, foreign tax credit, charitable deduction or any other credit or Tax attribute of any of the Spine Entities, or (iii) requires or permits the transfer or assignment of income, revenues, receipts or gains to any of the Spine Entities from any other Person.

               (d) Each of the Spine Entities has withheld all material Taxes required to have been withheld in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder or other Third Party.

               (e) There is no contract, agreement, plan or arrangement covering any employee or former employee of any of the Spine Entities that, individually or collectively, would give rise to the payment of any amount that would not be deductible pursuant to 162(m) of the Code.

               (f) None of the Spine Entities is required to include in income any adjustment pursuant to Section 481(a) of the Code by reason of a voluntary change in accounting method initiated by any of the Spine Entities, nor has the Internal Revenue Service proposed any such adjustment or change in accounting method.

               (g) Sellers have made available to Purchasers, through the Spine Data Room, correct and complete copies of all income Tax Returns for periods ending on or after November 30, 2004 and all examination reports and statements of deficiencies for which a dispute is still pending.

               (h) None of the Spine Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency, other than with respect to a Tax Return filed on a consolidated basis.

               (i) None of the Spine Entities will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (ii) installment sale or open transaction disposition made on or prior to the Closing Date; or (iii) prepaid amount received on or prior to the Closing Date.

Execution Copy

          2.13 Intellectual Property .

               (a)  Schedule 2.13(a) lists all Patents, Trademarks and Copyrights that are owned by each of the Spine Entities (whether exclusively, jointly with another Person or otherwise) (collectively, “ Owned Intellectual Property” ) other than Owned Intellectual Property that is neither (i) registered (or the subject of an application for registration) nor (ii) material to the financial condition, properties, assets (including intangible assets), liabilities (including contingent liabilities), business, operations, results of operations or prospects of the applicable Spine Entity or the Business.

               (b) To the Knowledge of Sellers, no Third Party has an ownership interest in Owned Intellectual Property other than: (i) such Owned Intellectual Property that is not material to the financial condition, properties, assets (including intangible assets), liabilities, (including contingent liabilities), business, operations, results of operations or prospects of the applicable Spine Entity or the Business; (ii) as referenced on Schedule 2.13(b) ; and (iii) ownership rights that may vest in the inventors of the Patents listed on Schedule 2.13(a) originating from ASSA. To the Knowledge of Sellers, no Seller or Spine Entity has received any written communication from a Third Party alleging facts that would permit such Third Party to exercise any reversionary ownership rights in Patents included in the Owned Intellectual Property pursuant to Contracts contained in the Spine Data Room.

               (c) Sellers have made available to Purchasers, through the Spine Data Room, all material licenses, sublicenses and other agreements pursuant to which a Third Party authorizes any of the Spine Entities to use or practice any rights under, or grant sublicenses with respect to, any Patents, Trademarks or Copyrights other than (i) shrink-wrap and similar end user licenses for mass-marketed, off-the-shelf Software, and (ii) confidentiality and similar agreements.

               (d) Sellers have made available to Purchasers, through the Spine Data Room, all material licenses, sublicenses and other agreements pursuant to which any of the Spine Entities authorizes a Third Party to use or practice any rights under, or grant sublicenses with respect to, any Owned Intellectual Property, other than confidentiality and similar agreements.

               (e) All registration, maintenance and renewal fees related to Registered Patents and Trademarks that are currently due have been paid and all documents and certificates related to such property have been filed with the relevant Governmental Authority for the purposes of maintaining such Registered Patents and Trademarks. “ Registered Patents and Trademarks ” means the Patents and Trademarks listed on Schedule 2.13(a) that are the subject of an application, certification, filing or registration of any type by which Intellectual Property Rights are obtained.

               (f) There are no pending Third Party Actions against any of the Spine Entities seeking: (i) the nullification of any of the Patents or Trademarks listed on

Execution Copy

Schedule 2.13(a) ; or (ii) alleging that any Spine Entity or any of its products, services, activities or operations infringes upon or otherwise unlawfully uses any Intellectual Property Rights of a Third Party. To the Knowledge of Sellers, no Seller or Spine Entity has received any written communication from a Third Party alleging that any Spine Entity or any of its products, services, activities or operations infringes upon such Third Party’s Patents, Trademarks or Copyrights, other than matters disclosed to Purchasers through the Spine Data Room.

               (g) Each of the Spine Entities has taken commercially reasonable steps to protect and preserve the confidentiality of its Proprietary Information.

          2.14 Employee Benefits .

               (a)  Schedule 2.14(a) lists each material Plan that any Spine Entity maintains, contributes to or participates in or has any material liability under. None of the Spine Entities has any commitment to create any additional Plans.

               (b) Except as set forth in Schedule 2.14(b) , neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or upon the occurrence of any additional acts or events) will result in any material payment (including severance, unemployment compensation, golden parachute or otherwise) becoming due to any director, officer, employee, consultant or service provider of or to any Spine Entity under any Plan, employment agreement or similar employee compensation arrangement.

               (c) Each of the material defined contribution pension Plans maintained by Sellers or their respective Affiliates in the United States that is intended to be qualified under Code Section 401(a) has received a determination letter from the Internal Revenue Service that such plan is so qualified. To the Knowledge of Sellers, nothing has occurred to adversely affect the qualified status of any such Seller DC Plan, and the Internal Revenue Service has taken no action to revoke any such determination letter.

               (d) At no time during the period from October 13, 2004 to the date hereof, and, to the Knowledge of Sellers, at no time during the period from the date that is six-years prior to the date hereof and October 13, 2004, has any Spine Entity or any ERISA Affiliate contributed to, been required to contribute to, or incurred any material withdrawal liability (within the meaning of Section 4021 of ERISA) under, any multiemployer plan (as defined in Section 3(37) of ERISA).

               (e) To the Knowledge of Sellers, no written statement regarding a Plan has been made by any Seller or Spine Entity to any Business Employee (or dependent thereof), or to any participant or beneficiary under any Plan, that was, in any material respect, not in accordance with such Plan.

Execution Copy

               (f) In each case, except as would not be material, no payment that is owed or may become due to any director, officer or employee of any Spine Entity will be non-deductible to Purchasers or the applicable Spine Entity under Section 280G of the Code or be subject to Tax under Section 4999 of the Code, nor will Purchasers or any Spine Entity be required to “gross up” or otherwise compensate any such person because of the imposition of any excise tax on a payment to such person.

               (g) As of the Closing (provided that neither Purchaser nor any of its Affiliates adopts a Plan requiring ASI to provide such benefits or coverage), ASI will not be obligated to provide post-employment medical benefits or life insurance coverage to any U.S. Business Employee who retires on or after the Closing Date, except as required by applicable federal or state statutes requiring the offer of continuation coverage or conversion rights.

          2.15 Contracts . Except as set forth on Schedule 2.15 , Sellers have made available to Purchasers, through the Spine Data Room, all Contracts that are material to the conduct of the Business as currently conducted and as to which any Spine Entity is a party or by which any of its assets is bound (collectively, “ Material Contracts ”). Each Material Contract constitutes the valid and binding obligation of the applicable Spine Entity and, to the Knowledge of Sellers, of each other party thereto, except in each case, as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights or by the application of general principles of equity. Except as set forth in Schedule 2.15 , neither the applicable Spine Entity nor, to the Knowledge of Sellers, any other party thereto is, in any material respect, in violation of or in default under any Material Contract, nor has there occurred an event or condition that, with the passage of time or giving of notice (or both), would constitute a material default under, or permit the termination of, any Material Contract. All Contracts and arrangements stipulated in article L.225-38 of the French Commercial Code (“ conventions réglementées ”) to which ASSA was or is a party have been entered into in compliance with article L.225-38 of the French Commercial Code.

          2.16 Operation of Business .

               (a) Except for any action or omission on the part of the Sellers in contemplation of executing this Agreement and consummating the transactions contemplated hereby, since June 30, 2008, each Spine Entity has conducted its business in all material respects in the ordinary course.

               (b) Since December 31, 2007, to the Knowledge of Sellers, no material customer of any Spine Entity has indicated in writing to such Spine Entity that it will stop or materially decrease purchasing Products from such Spine Entity, and, to the Knowledge of Sellers, no material supplier of any Spine Entity has indicated in writing to such Spine Entity that it will stop or materially decrease the supply of materials, products or services to such Spine Entity.

Execution Copy

               (c) Assuming all Consents are obtained and other than (x) services provided prior to Closing by Sellers or their Affiliates (other than the Spine Entities); (y) services to be provided under the Transition Services Agreement; and (z) services to be provided by any Purchaser or any Affiliate of any Purchaser after the Closing, each Spine Entity has access to the inventory, materials, supplies and other tangible assets required to operate its business substantially as of the date of this Agreement.

               (d) To the Knowledge of Sellers, there is no impending Action or Governmental Order that would preclude the Spine Entities from operating the Business after the Closing in substantially the same manner as it is being operated immediately prior to the Closing.

          2.17 Regulatory Matters .

               (a) Each Spine Entity has all Registrations required by applicable Laws to operate its business as conducted as of the date of this Agreement.

               (b)  Schedule 2.17(b) lists each material investigation or inspection to which a Spine Entity was notified in writing by a Regulatory Authority which, to the Knowledge of Sellers, has been conducted during the past three (3) years with respect to any Product or any facility or operation of any Spine Entity. Each Spine Entity has responded accurately and completely to all requests, observations, notices and warnings of the applicable Regulatory Authority in connection therewith, and has, to the Knowledge of Sellers, resolved to the satisfaction of the applicable Regulatory Authority all issues raised by it in connection therewith.

               (c) Except as set forth in Schedule 2.17(c) , all Spine Entities are in substantial compliance with Regulatory Laws pertaining to adulteration or misbranding of a Product.

               (d) Except as set forth in Schedule 2.17(d) , no Product has been the subject of a Field Action, no Field Action is being initiated by any Spine Entity and, to the Knowledge of Sellers, no Field Action has been requested or ordered by any Governmental Authority, physician, or consumer group. Since January 1, 2006, no Spine Entity has received a warning letter from the FDA or any equivalent notification from any other Governmental Authority concerning any of its products, processes or systems or been subject to any seizure, injunction or import/export restrictions from the FDA.

               (e) Each Spine Entity is ISO 13485 certified.

          2.18 Securities Purchase Agreement Matters . Sellers, the Spine Entities and each of their current and former employees, officers, directors, shareholders or stockholders, Affiliates, agents, attorneys, insurers, managers, trustees, partners, owners and other representatives, and each of their predecessors, successors and assigns (collectively, the “ Releasees ”) have been released, remised, relinquished, waived,

Execution Copy

acquitted and forever discharged of and from any and all claims, demands, actions, causes of action, damages, costs, expenses and liabilities of every character whatsoever, direct or indirect, known or unknown, suspected or unsuspected, alleged or not alleged, liquidated or unliquidated, choate or inchoate, in law, equity or otherwise, including claims for attorney’s fees, principal or interest, which the parties listed on Schedule 2.18 ever had or may thereafter have on account of or in any way arising out of or relating to that certain Securities Purchase Agreement, dated October 13, 2004, including, but not limited to, any alleged obligations or payments thereunder and/or Sellers’ efforts to obtain regulatory approval for the Wallis System, whether arising under the laws, statutes, or ordinances of any country, state or locality or in contract, in tort or otherwise. The parties listed on Schedule 2.18 include all Persons who ever had or may hereafter have any claim against the Releasees under or pursuant to the Securities Purchase Agreement, dated October 13, 2004.

          2.19 Spine Data Room . Schedule 2.19 sets forth a true, complete and correct list of all documents and information made available by Sellers to Purchasers as of the date hereof through the Merrill Corporation Data Site administered by Sellers and their advisors in connection with the transactions contemplated by this Agreement (the “ Spine Data Room ”).

          2.20 Disclaimer . EXCEPT AS SET FORTH IN THIS AGREEMENT, NONE OF THE SELLERS, THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES MAKE OR HAVE MADE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF SELLERS, THE SPINE ENTITIES, THEIR RESPECTIVE AFFILIATES OR THE BUSINESS. ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PURCHASERS

          Purchasers hereby jointly and severally represent and warrant to Sellers that all of the statements contained in this Article III are true as of the date of this Agreement.

          3.01 Organization and Authority of Purchasers .

               (a) U.S. Purchaser is a corporation organized, validly existing and in good standing under the Laws of the State of Delaware. U.S. Purchaser has all necessary corporate power and authority to enter into, execute and deliver this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by U.S. Purchaser, the performance by U.S. Purchaser of its obligations hereunder and the consummation by

Execution Copy

U.S. Purchaser of the transactions contemplated hereby have been authorized by all requisite corporate action on the part of U.S. Purchaser. This Agreement has been executed and delivered by U.S. Purchaser, and, assuming due authorization, execution and delivery by Sellers, this Agreement is a legal, valid and binding obligation of U.S. Purchaser, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or by the application of general principles of equity.

               (b) Subject to the provisions of Section 4.18 hereof, when formed, International Purchaser will be organized and validly existing under the Laws of the Republic of France. When International Purchaser becomes a party to this Agreement pursuant to Section 4.18 , International Purchaser will have all necessary corporate power and authority to enter into, execute and deliver this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. Subject to the provisions of Section 4.18 , the execution and delivery of this Agreement by International Purchaser, the performance by International Purchaser of its obligations hereunder and the consummation by International Purchaser of the transactions contemplated hereby will be authorized by all requisite corporate action on the part of International Purchaser. When executed and delivered by International Purchaser in accordance with Section 4.18 , assuming due authorization, execution and delivery by Sellers, this Agreement will be a legal, valid and binding obligation of International Purchaser, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or by the application of general principles of equity.

          3.02 No Conflicts . Assuming that all Consents have been obtained and, except as may result from any facts or circumstances relating to Sellers, Other Sellers or any of their respective Affiliates, the execution, delivery and performance of this Agreement by the Purchasers do not: (a) violate, conflict with or result in the breach of the certificate of incorporation or bylaws (or similar organizational documents) of Purchasers; or (b) conflict with or violate any Law or Governmental Order applicable to Purchasers, except, in the case of clause (b), as would not, individually or in the aggregate, materially and adversely affect the ability of Purchasers to carry out their obligations under, and to consummate the transactions contemplated by, this Agreement.

          3.03 Governmental Consents and Approvals . The execution, delivery and performance of this Agreement by Purchasers do not require any Consent of any Governmental Authority, except: (a) the requirements of the HSR Act and, to the extent applicable, the Competition/Investment Laws of any other relevant jurisdiction; (b) any notification, or where appropriate, consultation, consent or negotiation with a works council, union, labor board or relevant Governmental Authority concerning the transactions contemplated by this Agreement; (c) as may be necessary as a result of any facts or circumstances specific to Sellers or any of their respective Affiliates (other than the Spine Entities); or (d) to the extent failure to obtain such Consent would not prevent

Execution Copy

or materially delay the consummation by Purchasers of the transactions contemplated by this Agreement.

          3.04 Litigation . As of the date hereof, no Action by or against Purchasers or any of their Affiliates is pending or, to the knowledge of Purchasers, threatened, challenging the legality, validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby.

          3.05 Capital Adequacy, Solvency . Each Purchaser represents that immediately after the sale of the Shares and the other transactions contemplated herein, such Purchaser and each Spine Entity (and any successor corporation) will have a positive net worth (calculated in accordance with United States generally accepted accounting principles, consistently applied from period to period and throughout any period) and will not be insolvent (as defined under the federal Bankruptcy Code (the “ Bankruptcy Code ”) and in equity) and that the purchase of the Shares and other transactions contemplated hereby and any borrowing by such Purchaser or any Spine Entity in connection with such transactions shall not have the effect of hindering, delaying or defrauding any creditors of such Purchaser or any Spine Entity (or any successor corporation). Each Purchaser further represents that: (a) upon consummation of the purchase of the Shares and within the meaning of Section 548 of the Bankruptcy Code, such Purchaser and each Spine Entity (and any successor corporations) will: (i) have adequate capitalization; (ii) not have an unreasonably small capital with respect to the business or transactions engaged in or to be engaged in; and (iii) not have incurred debts that would be beyond the ability of such Purchaser or such Spine Entity (or any successor corporation) to pay as such debts mature; and (b) the Purchase Price is a reasonably equivalent value in exchange for the Shares.

          3.06 Availability of Funds . Purchasers currently have sufficient immediately available funds in cash or cash equivalents and will at the Closing have sufficient immediately available funds, in cash, to pay the Purchase Price and to pay any other amounts payable pursuant to this Agreement and to effect the transactions contemplated hereby.

          3.07 Representations Acknowledgment . Purchasers acknowledge and agree that only limited personnel of the Sellers were involved in the negotiation of this Agreement. Purchasers further acknowledge that the representations and warranties contained in Article II reflect a risk allocation among the parties and no claims for fraud can be asserted by any Purchaser Indemnitee as a result of any inaccuracy or breach of such representations or warranties other than intentional inaccuracies or breaches of any such representation or warranty.

Execution Copy

ARTICLE IV
COVENANTS AND AGREEMENTS

          4.01 Conduct of the Business . From the date of this Agreement until the Closing (or until the earlier termination of this Agreement in accordance with Section 8.01 ), except: (w) as expressly required by applicable Law; (x) as set forth on Schedule 4.01 ; (y) as specifically contemplated by or required to implement this Agreement; or (z) as otherwise waived or consented to in writing by Purchasers, Sellers shall cause the Spine Entities to:

               (a) carry on the Business in all material respects in the ordinary course of business consistent with past practice;

               (b) use commercially reasonable efforts to preserve intact the goodwill of the Business and the relationships of the Spine Entities with their customers, suppliers, distributors, contract manufacturers and landlords;

               (c) not amend the certificate or articles of incorporation or by-laws (or other comparable corporate charter documents) of any of the Spine Entities;

               (d) not (i) enter into or modify any employment, severance, termination or similar agreements or arrangements with any Business Employee, (ii) grant any bonuses, salary increases, severance or termination pay to, any Business Employee, or (iii) otherwise increase the compensation or benefits provided to any Business Employee, in each case, other than in the ordinary course of business consistent with past practice or as may be required by Law;

               (e) not enter into, adopt or amend any Plan with respect to any Business Employees, other than in the ordinary course of business consistent with past practice or as may be required by Law;

               (f) enter into or modify any Contract with a physician or other health care provider, other than in the ordinary course of business consistent with past practice;

               (g) not authorize, issue, sell or otherwise dispose of any shares of capital stock of, or any Option with respect to, any of the Spine Entities;

               (h) not adjust, split, combine, recapitalize or reclassify any of the capital stock of the Spine Entities;

               (i) except as contemplated by this Agreement, not enter into any agreement, understanding or arrangement with respect to the sale, voting, registration or repurchase of the capital stock of the Spine Entities;

Execution Copy

               (j) not declare, set aside or pay any dividend or other distribution (other than dividends or other distributions payable solely in cash) in respect of the capital stock of any of the Spine Entities, or directly or indirectly redeem, repurchase or otherwise acquire, any shares of capital stock of, or any Option with respect to, any of the Spine Entities;

               (k) pay all accounts payable and other current obligations when they become due and payable in the ordinary course of business consistent with past practice, except for accounts payable or other obligations that are the subject of a good faith dispute;

               (l) not create, incur, assume or otherwise become liable for any indebtedness for borrowed money or capitalized lease obligations, or assume, guarantee, endorse or otherwise as an accommodation become responsible or liable for the obligations of any other Person, other than in the ordinary course of business consistent with past practice and other than any intercompany indebtedness or obligations;

               (m) not incur or commit to any capital expenditures in excess of $250,000 individually or $500,000 in the aggregate;

               (n) not merge or consolidate with any other Person;

               (o) not create any subsidiaries;

               (p) continue to maintain the Books and Records of the Spine Entities on a basis consistent with past practice;

               (q) not change any method or principle of accounting in a manner that is inconsistent with past practice, except to the extent required by GAAP;

               (r) not take any action with respect to any reorganization, liquidation or dissolution of any of the Spine Entities;

               (s) continue to make all material required filings and payments with Governmental Authorities in connection with the Business consistent with past practice, and use commercially reasonable efforts to maintain in effect all existing Registrations required for the ongoing operation of the Business as presently conducted;

               (t) maintain all of their material operating assets in the ordinary course consistent with past practice, normal wear and tear excepted;

               (u) not settle any Actions, whether now pending or hereafter made or brought, other than any settlements which only involve monetary relief that are paid pre-Closing;

Execution Copy

               (v) not (i) directly or indirectly sell, transfer, lease, pledge, mortgage, encumber or otherwise dispose of any of its assets, other than in the ordinary course of business consistent with past practice; (ii) write off, forgive, waive or otherwise cancel, in whole or in part, any material account receivable, except as required by GAAP or other than in the ordinary course of business consistent with past practice; (iii) write off, forgive, waive or otherwise cancel, in whole or in part, any other material Liability, except as required by GAAP or other than in the ordinary course of business consistent with past practice; (iv) acquire any capital stock or Option of any other Person; or (v) acquire any material asset or material property of any Person other than in the ordinary course of business consistent with past practice; and

               (w) not agree in writing or otherwise to take any of the foregoing actions.

          4.02 Access to Information; Confidentiality .

               (a) From the date hereof until the Closing (or until the earlier termination of this Agreement in accordance with Section 8.01 ), upon reasonable notice, Sellers shall, and shall cause the Spine Entities to: (i) afford Purchasers and their Representatives reasonable access to the properties and Books and Records of the Spine Entities; and (ii) furnish to the Representatives of Purchasers such additional financial and operating data and other information regarding the Business (or copies thereof) as they may reasonably request; provided , however , that any such access or furnishing of information shall be: (x) limited to such access and/or information as is reasonably required (1) to prepare for the Closing or to prepare for the separation of the Business and the Spine Entities from the Sellers and integration into the Purchasers, or (2) to determine the satisfaction of the conditions to Closing contained in Article VII ; provided that Sellers shall have no obligation to afford such access or furnish such information for the purposes described in this clause (2) or to cause the Spine Entities to do so following the satisfaction of each of the conditions set forth in Sections 7.01(b) and 7.01(d) ; and further provided , that Sellers’ obligation to afford such access or furnish such information for the purposes described in this clause (2) or to cause the Spine Entities to do so shall be limited to information that is contained in documents on hand and/or documents that are prepared by the Business in the ordinary course of business and to conversations with the management and legal team of the Business; (y) scheduled and coordinated through the Person(s) set forth on Schedule 4.02 and, in the case of access and/or information to be provided to any Third Party Representatives of any Purchaser who have not had access to the Spine Data Room prior to the date hereof, approved in advance by the Person(s) set forth on Schedule 4.02 ; and (z) conducted at Purchasers’ expense, during normal business hours, under the supervision of U.S. Seller’s or its Affiliates’ personnel and in such a manner as not to interfere with the normal operations of the Business. Sellers shall not be required to disclose (or cause the Spine Entities to disclose) any information to Purchasers if such disclosure would be reasonably likely to: (I) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated; (II) jeopardize any attorney-client or other legal privilege; or (III)

Execution Copy

contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof. The fact that Purchasers have agreed to limitations on their access to information in accordance with this Section 4.02(a) shall not be construed in any respect as a waiver of any of the conditions to Closing set forth in Article VII , nor shall it impose on Purchasers any obligation to grant such a waiver.

               (b) The terms of the Confidentiality Agreement, dated as of June 5, 2008, between Zimmer Holdings, Inc. and U.S. Seller (the “ Confidentiality Agreement ”), shall continue in full force and effect until the Closing, at which time such Confidentiality Agreement and the obligations of Purchasers under this Section 4.02(b) shall terminate. Each of the Purchasers agrees to be bound by the terms of the Confidentiality Agreement as if it were a party to such agreement to the same extent that Zimmer Holdings, Inc. is a party to such agreement. Notwithstanding the preceding two sentences, for a period of five (5) years from and after the Closing, except as would have been permitted under the terms of the Confidentiality Agreement and subject to the provisions of Section 11.02 , (i) Purchasers and Sellers shall, and shall cause their respective officers, directors, employees, authorized Representatives and Affiliates to, treat and hold as confidential, and not disclose to any Person information related to the discussions and negotiations between the parties regarding this Agreement and the transactions contemplated hereby; (ii) Purchasers shall, and shall cause their respective officers, directors, employees, authorized Representatives and Affiliates to, treat and hold as confidential, and not disclose to any Person any confidential information which was obtained in connection with the transactions contemplated by this Agreement relating to Sellers (other than confidential information relating to the Spine Entities and the Business) and their respective Affiliates; and (iii) Sellers shall, and shall cause their respective officers, directors, employees, authorized Representatives and Affiliates to, treat and hold as confidential, and not disclose to any Person any confidential information (A) relating to the Spine Entities or the Business or (B) which was obtained in connection with the transactions contemplated by this Agreement relating to Purchasers and their respective Affiliates. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall continue in full force and effect.

               (c) Nothing provided to Purchasers pursuant to Section 4.02(a) shall in any way amend or diminish Purchasers’ obligations under the Confidentiality Agreement. Each Purchaser acknowledges and agrees that any information provided to Purchasers pursuant to Section 4.02(a) or otherwise by or on behalf of the Sellers or any Representative of the Sellers shall be subject to the terms and conditions of the Confidentiality Agreement.

     4.03 Regulatory and Other Authorizations; Notices and Consents.

               (a) Each of the Sellers and the Purchasers shall use its commercially reasonable efforts to obtain promptly (and in any case prior to December 31, 2008) all Consents of all Governmental Authorities that may be or become necessary for the performance of its and the other parties’ obligations pursuant to, and the

Execution Copy

consummation of the transactions contemplated by, this Agreement. Sellers and Purchasers shall cooperate in promptly seeking to obtain all such Consents; provided , however , that Sellers shall not be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such Consent (other than