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$42	Preview Full Doc	2002	Distribution Agreement Distribution Agreement (41K) Doc #259509: Click preview link for longer preview. DISTRIBUTION AGREEMENT by and between VENCOR, INC. and VENCOR HEALTHCARE, INC. Dated as of April 30, 1998 {PAGE} DISTRIBUTION AGREEMENT THIS DISTRIBUTION AGREEMENT (this "Agreement") is made and entered --------- into as of this 30th day of April, 1998, by and between Vencor, Inc., a Delaware corporation ("Vencor"), and Vencor Healthcare, Inc., a Delaware ------ corporation ("Healthcare Company"). ------------------ WITNESSETH: WHEREAS, the Board of Directors of Vencor has determined that it is appropriate and desirable to (a) pursuant to the Reorganization Agreement (as defined herein), separate Vencor and its subsidiaries into two publicly-owned companies so that (i) the assets and liabilities relating to substantially all of the Vencor-owned land, buildings and other improvements and real estate related assets are allocated tg Vencor (the "Real Estate Business"), which will -------------------- be renamed "Ventas, Inc" immediately prior to the Distribution (as defined herein), and (ii) the other assets and liabilities relating to the historical operations of Vencor, including the Development Properties (as defined herein), are allocated to Healthcare Company (the "Healthcare Business"), which will be ------------------- renamed Vencor, Inc. immediately prior to the Distribution; and (b) distribute (the "Distribution"), following such reorganization, as a dividend to the ------------ holders of the issued and outstanding shares of common stock, par value $.25 per share, of Vencor ("Vencor Common Stock") all of the issued and outstanding ------------------- shares of common stock, par value $.25 per share, of Healthcare Company ("Healthcare Company Common Stock") on the basis of one share of Healthcare ------------------------------- Company Common Stock for each share of Vencor Common Stock; and WHEREAS, the parties hereto have determined that it is necessary and desirable to set forth the principal corporate transactions required to effect the Distribution. NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement and intending to be legally bound hereby, the parties hereto agree as follows: ARTICLE I. DEFINITIONS 1.01. General. Unless otherwise defined herein or unless the context ------- otherwise requires, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "Action" shall mean any demand, action, suit, countersuit, ------ arbitration, inquiry, proceeding or investigation by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal. "Affiliate" shall mean with respect to any specified Person, a --------- Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person; provided, however, that for purposes of this Agreement, no member of -------- ------- either Group shall be deemed to be an Affiliate of any member of the other Group. - 1 - {PAGE} "Agent" shall mean National City Bank, Cleveland, Ohio or such trust ----- company or bank designated by Vencor, which shall act as agent for the holders of Vencor Common Stock and the holders of Healthcare Company Common Stock in connection with the Distribution. "Agreement" shall have the meaning set forth in the preamble to this --------- Agreement. "Ancillary Agreements" shall mean all the written agreements, -------------------- instruments, understandings, assignments or other arrangements (other than this Agreement) entered into by the parties hereto or any other member of their respective Group in connection with the Corporate Restructuring Transactions, the Distribution and the other transactions contemplated hereby or thereby, including without limitation, the following: (i) the Master Lease Agreement; (ii) the Development Agreement; (iii) the Participation Agreement; (iv) the Employee Benefits Agreement; (v) the Intellectual Property Agreement; (vi) the Tax Allocation Agreement; (vii) the Transition Services Agreement; (viii) the Conveyance and Assumption Instruments; (ix) the Debt and Cash Allocation Agreement; (x) the Reorganization Agreement; and (xi) the Insurance Agreement. "Annual Meeting" shall mean the 1998 Annual Meeting of Stockholders -------------- of Vencor to be held on April 27, 1998, or any adjournments or postponements thereof. "Corporate Restructuring Transactions" shall mean, collectively, (a) ------------------------------------ each of the mergers, transfers, conveyances, contributions, assignments and other transactions described and set forth on Exhibit A of this Agreement, and --------- (b) such other mergers, transfers, conveyances, contributions, assignments and other transactions that may be appropriate or required to be accomplished, effected or consummated by Vencor or Healthcare Company or any of their respective Subsidiaries and Affiliates in order to separate and divide, in a series of transactions, Vencor so that: (i) the Healthcare Company Assets, Healthcare Company Liabilities and Healthcare Business shall be owned, directly or indirectly, by Healthcare Company; and (ii) the Real Estate Assets, Real Estate Liabilities and Real Estate Business that remain after the separation and division described in clause (i) above, are, after giving effect to the Distribution, owned directly or indirectly, by Vencor. 259509	Ventas Ventas, Inc. ( Real Estate ) As referenced in this Distribution Agreement: "Ventas, Inc – owned land, buildings and other improvements and real estate related assets are allocated tg Vencor (the "Real Estate Business"), which will -------------------- be renamed "Ventas, Inc " immediately prior to the Distribution (as defined herein), and (ii) the other assets and liabilities relating to the historical operations of Vencor, _____________ "Ventas, Inc – 03; and (iii) subject to stockholder approval at the Annual Meeting of the Vencor Certificate Amendment to change the name of Vencor to "Ventas, Inc .," instruct the Agent to distribute, as soon as practicable following consummation of the Distribution, to the holders of certificated shares of Vencor _____________ dt 133513 ; National City National City Bank ( Financial ) As referenced in this Distribution Agreement: National City Bank, – member of -------- ------- either Group shall be deemed to be an Affiliate of any member of the other Group. - 1 - {PAGE} "Agent" shall mean National City Bank, Cleveland, Ohio or such trust ----- company or bank designated by Vencor, which shall act as agent for the holders of Vencor Common _____________ dt 129726 ;	Vencor, Inc.; Vencor Healthcare, Inc.
$96	Preview Full Doc	2003	Distribution Agreement Distribution Agreement (323K) Doc #268026: Click preview link for longer preview. DISTRIBUTION AGREEMENT This DISTRIBUTION AGREEMENT (this "AGREEMENT"), effective as of January 9, 2003 (the "EFFECTIVE DATE"), is made and entered into by and between America Online, Inc. ("AOL"), a Delaware corporation, with its principal offices at 22000 AOL Way, Dulles, Virginia 20166, on the one hand, and Homestore, Inc. ("HS"), a Delaware corporation, with offices at 30700 Russell Ranch Road, Westlake Village, California 91362, on the other hand. AOL and HS may be referred to individually as a "PARTY" and collectively as the "PARTIES." INTRODUCTION AOL, RealSelect, Inc. and Homestore.com, Inc. (f/n/a NetSelect, Inc.) entered into an interactive marketing relationship pursuant to that certain Second Amended and Restated Interactive Marketing Agreement, effective as of April 8, 1999 and executed by such parties in June, 1999 and that certain Distribution Agreement, effective as of April 8, 1999 and executed by such parties in June, 1999, each of which were terminated by the Parties pursuant to the terms of the Existing Agreement, and that certain Distribution Agreement effective as of April 25, 2000 (the "EXISTING AGREEMENT"). RealSelect, Inc. and Homestore.com, Inc. are each predecessors-in-interest to HS. AOL and HS each desire to expand and modify their existing relationship by terminating the Existing Agreement and entering into a new mutually beneficial interactive marketing relationship in accordance with the terms and conditions set forth in this Agreement. Capitalized terms used but not otherwise defined in this Agreement shall be as defined on Exhibit B, attached hereto and made a part hereof. TERMS 1. DISTRIBUTION; PROGRAMMING 1.1 PROMOTIONS ON HOME CHANNEL. AOL shall provide HS with the Promotions set forth on Exhibit A, attached hereto and made a part hereof (the "CARRIAGE PLAN"), including Promotions in a home-and-real-estate-related channel or equivalent on the AOL Service, Netscape.com, CompuServe and a home-and-real-estate-related screen on Digital City (collectively the "HOME CHANNEL"), as depicted for the AOL Service in the screen shots attached hereto as Exhibit H, which shall be subject to the provisions of Section 1.3. Notwithstanding the foregoing, HS acknowledges that the screen shots represent a new design for the Home Channel which has not yet been built and which will not be fully launched until approximately [] (the "LAUNCH DATE"). In the event the new Home Channel (or portions thereof) launches prior to the Launch Date, the Carriage Plan shall be adjusted to reflect the earlier availability of new Promotions (and the discontinuation of old Promotions); provided, however, the number of integrated Impressions and media Impressions provided on the adjusted Carriage Plan shall be at least the number of Impressions in the Integrated Placement Commitment and Media Placement Commitment, respectively. In the event the new Home Channel (or portions thereof) --------------- [] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL {PAGE} launches after the Launch Date, the Carriage Plan shall be adjusted to reflect the later availability of new Promotions (and the continuation of old Promotions) and the Term shall be extended (without additional payments by HS) by one day for each day past the Launch Date that the new Home Channel fully launches; provided that any delay in the Launch Date (or portion thereof) which is caused by actions or omissions by HS, or by factors outside the reasonable control of AOL, shall not lead to an extension of the Term. The Promotions shall link directly to the Customized Sites and/or Customized Programming. Except to the extent expressly described herein, the exact form, placement and nature of the Promotions shall be determined by AOL in its reasonable editorial discretion. Any changes to the Carriage Plan shall be made in writing and signed by both Parties prior to implementation of such changes. 1.2 IMPRESSIONS COMMITMENT. During the Term, AOL shall deliver at least the number of Impressions set forth in the Carriage Plan, from placement of HS Presences on the AOL Network, which Impressions shall be integrated Impressions as set forth on Exhibit A-1 (the "INTEGRATED PLACEMENT COMMITMENT") and media Impressions as set forth on Exhibit A-2 (the "MEDIA PLACEMENT Commitment"), in each case on the line entitled Integrated Placement Commitment and Media Placement Commitment, respectively, (or on the line entitled "Grand Total" in the column entitled "Totals" on any replacement Carriage Plan agreed to in writing by the Parties, if so designated). AOL shall not be obligated to provide more Impressions than provided for in the Carriage Plan. 1.2.1 In the event there is (or will be in AOL's reasonable judgment) a shortfall in the Integrated Placement Commitment as of the end of the Term (a "TERM INTEGRATION SHORTFALL"), AOL shall provide HS, as its sole remedy, at AOL' s option with either (a) an extension of the Term of this Agreement until the Term Integration Shortfall is remedied, or (b) a refund calculated by multiplying the Term Integration Shortfall by [], or (c) some combination thereof. In the event this Agreement is extended pursuant to this Section 1.2.1, AOL shall not be required to deliver any media Impressions if AOL met or exceeded the Media Placement Commitment during the Term. In the event there is (or will be in AOL's reasonable judgment) a shortfall in the Media Placement Commitment as of the end of the Term (a "TERM MEDIA SHORTFALL"), AOL shall provide HS, as its sole remedy, at AOL's option with either (a) Impressions on the AOL Network which have a comparable overall total value calculated based on the following makegood ratios: [] for [] Impressions; [] for [] Impressions; [] for [] Impressions; [] for [] Impressions; [] for [] Impressions; and [] for [] Impressions, so that a [] Impression is assigned a value of [] times as much as a [] impression (for example, in the event there was a shortfall of 100 Impressions in [] and AOL wished to makegood with [] Impressions, then AOL would multiply the number of [] Impressions (in this case 100 Impressions) by [] to calculate [] Impression equivalent (in this example, the equivalent would be [] Impressions), or (b) a refund of the value of the Term Media Shortfall (calculated by multiplying the Term Media Shortfall by []) , or (c) some combination thereof. --------------- [] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 268026	America Online America Online Inc. As referenced in this Distribution Agreement: America Online, – AGREEMENT This DISTRIBUTION AGREEMENT (this "AGREEMENT"), effective as of January 9, 2003 (the "EFFECTIVE DATE"), is made and entered into by and between America Online, Inc. ("AOL"), a Delaware corporation, with its principal offices at 22000 AOL Way, Dulles, Virginia 20166, on the one hand, and Homestore, _____________ "AOL – AGREEMENT (this "AGREEMENT"), effective as of January 9, 2003 (the "EFFECTIVE DATE"), is made and entered into by and between America Online, Inc. ("AOL "), a Delaware corporation, with its principal offices at 22000 AOL Way, Dulles, Virginia 20166, on the one hand, and Homestore, Inc. ("HS"), _____________ AOL – EFFECTIVE DATE"), is made and entered into by and between America Online, Inc. ("AOL"), a Delaware corporation, with its principal offices at 22000 AOL Way, Dulles, Virginia 20166, on the one hand, and Homestore, Inc. ("HS"), a Delaware corporation, with offices at 30700 Russell Ranch Road, _____________ AOL – hand, and Homestore, Inc. ("HS"), a Delaware corporation, with offices at 30700 Russell Ranch Road, Westlake Village, California 91362, on the other hand. AOL and HS may be referred to individually as a "PARTY" and collectively as the "PARTIES." INTRODUCTION AOL, RealSelect, Inc. and Homestore.com, _____________ AOL – California 91362, on the other hand. AOL and HS may be referred to individually as a "PARTY" and collectively as the "PARTIES." INTRODUCTION AOL , RealSelect, Inc. and Homestore.com, Inc. (f/n/a NetSelect, Inc.) entered into an interactive marketing relationship pursuant to that certain Second _____________ dt 164107 ; America Online America Online Inc. ( Miscellany ) As referenced in this Distribution Agreement: America Online, – AGREEMENT This DISTRIBUTION AGREEMENT (this "AGREEMENT"), effective as of January 9, 2003 (the "EFFECTIVE DATE"), is made and entered into by and between America Online, Inc. ("AOL"), a Delaware corporation, with its principal offices at 22000 AOL Way, Dulles, Virginia 20166, on the one hand, and Homestore, _____________ "AOL – AGREEMENT (this "AGREEMENT"), effective as of January 9, 2003 (the "EFFECTIVE DATE"), is made and entered into by and between America Online, Inc. ("AOL "), a Delaware corporation, with its principal offices at 22000 AOL Way, Dulles, Virginia 20166, on the one hand, and Homestore, Inc. ("HS"), _____________ AOL – EFFECTIVE DATE"), is made and entered into by and between America Online, Inc. ("AOL"), a Delaware corporation, with its principal offices at 22000 AOL Way, Dulles, Virginia 20166, on the one hand, and Homestore, Inc. ("HS"), a Delaware corporation, with offices at 30700 Russell Ranch Road, _____________ AOL – hand, and Homestore, Inc. ("HS"), a Delaware corporation, with offices at 30700 Russell Ranch Road, Westlake Village, California 91362, on the other hand. AOL and HS may be referred to individually as a "PARTY" and collectively as the "PARTIES." INTRODUCTION AOL, RealSelect, Inc. and Homestore.com, _____________ AOL – California 91362, on the other hand. AOL and HS may be referred to individually as a "PARTY" and collectively as the "PARTIES." INTRODUCTION AOL , RealSelect, Inc. and Homestore.com, Inc. (f/n/a NetSelect, Inc.) entered into an interactive marketing relationship pursuant to that certain Second _____________ dt 164107 ; eBay eBay Inc. ( Specialty ) As referenced in this Distribution Agreement: EBay, Inc. – COMMITMENT FROM INTEGRATED PLACEMENT COMMITMENT AND MEDIA PLACEMENT COMMITMENT [*] {/TABLE} With respect to any inventory designated as "EBAY - PUBLIC" (or similar designation of inventory on the publicly available version of EBay, Inc. 's primary interactive site), this Insertion Order incorporates by reference the EBay terms and conditions (the "EBay Ad Terms") which provide, among other things, that EBay is an express _____________ dt 1444699 ;	eBay eBay Inc. ( Specialty ) As referenced in this Distribution Agreement: EBay, Inc. – COMMITMENT FROM INTEGRATED PLACEMENT COMMITMENT AND MEDIA PLACEMENT COMMITMENT [] {/TABLE} With respect to any inventory designated as "EBAY - PUBLIC" (or similar designation of inventory on the publicly available version of EBay, Inc. 's primary interactive site), this Insertion Order incorporates by reference the EBay terms and conditions (the "EBay Ad Terms") which provide, among other things, that EBay is an express _____________ dt 1542353 ; Homestore Homestore, Inc. As referenced in this Distribution Agreement: Homestore, –* America Online, Inc. ("AOL"), a Delaware corporation, with its principal offices at 22000 AOL Way, Dulles, Virginia 20166, on the one hand, and Homestore, Inc. ("HS"), a Delaware corporation, with offices at 30700 Russell Ranch Road, Westlake Village, California 91362, on the other hand. AOL and _____________ Homestore. – other hand. AOL and HS may be referred to individually as a "PARTY" and collectively as the "PARTIES." INTRODUCTION AOL, RealSelect, Inc. and Homestore. com, Inc. (f/n/a NetSelect, Inc.) entered into an interactive marketing relationship pursuant to that certain Second Amended and Restated Interactive Marketing _____________ Homestore. – the terms of the Existing Agreement, and that certain Distribution Agreement effective as of April 25, 2000 (the "EXISTING AGREEMENT"). RealSelect, Inc. and Homestore. com, Inc. are each predecessors-in-interest to HS. AOL and HS each desire to expand and modify their existing relationship by terminating _____________ Homestore, – subsidiary, shall cause such subsidiary to perform in accordance with this Agreement. To the extent this Agreement requires performance by a subsidiary of Homestore, Homestore, in its capacity as stockholder of such subsidiary, shall cause such subsidiary to perform in accordance with this Agreement. 10. REPRESENTATION _____________ Homestore, – shall cause such subsidiary to perform in accordance with this Agreement. To the extent this Agreement requires performance by a subsidiary of Homestore, Homestore, in its capacity as stockholder of such subsidiary, shall cause such subsidiary to perform in accordance with this Agreement. 10. REPRESENTATION AND _____________ dt 175908 ; More...
$32	Preview Full Doc	2002	Distribution Agreement [Amendment No. 7] Distribution Agreement [Amendment No. 7] (3K) Doc #268507: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-10.38 {SEQUENCE}4 {FILENAME}dex1038.txt {DESCRIPTION}EXHIBIT 10.38 {TEXT} {PAGE} EXHIBIT 10.38 AMENDMENT NO. 7, DATED AS OF DECEMBER 29, 2001 TO DISTRIBUTION AGREEMENT DATED AS OF SEPTEMBER 15, 1993 BETWEEN HOST MARRIOTT CORPORATION AND MARRIOTT INTERNATIONAL, INC. Host Marriott Corporation, a Maryland corporation and the successor by merger to Host Marriott Corporation, a Delaware corporation f/k/a Marriott Corporation ("Host Marriott"), Marriott International, Inc., a Delaware corporation ("MII"), and HMS Host Corporation, a Delaware corporation f/k/a Host Marriott Services Corporation, desire to adopt this Amendment No. 7 (this "Amendment") to the Distribution Agreement between Host Marriott and MII dated as of September 15, 1993 (the "Original Agreement," and as amended by that certain Amendment No. 1 to the Original Agreement dated as of December 29, 1995, that certain Amendment No. 2 to the Original Agreement dated as of June 21, 1997, that certain Amendment No. 3 to the Original Agreement dated as of March 3, 1998, that certain Amendment No. 4 to the Original Agreement dated as of December 28, 1998, that certain Amendment No. 5 to the Original Agreement dated as of December 18, 1998 and that certain Amendment No. 6 to the Original Agreement dated as of January 10, 2001, the "Distribution Agreement"). NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the parties hereto hereby agree as follows: 268507	Host Marriott Host Marriott Corp. ( Real Estate ) As referenced in this Distribution Agreement [Amendment No. 7]: HOST MARRIOTT CORP – PAGE} EXHIBIT 10.38 AMENDMENT NO. 7, DATED AS OF DECEMBER 29, 2001 TO DISTRIBUTION AGREEMENT DATED AS OF SEPTEMBER 15, 1993 BETWEEN HOST MARRIOTT CORP ORATION AND MARRIOTT INTERNATIONAL, INC. Host Marriott Corporation, a Maryland corporation and the successor by merger to Host Marriott Corporation, a Delaware corporation _____________ Host Marriott Corp – DATED AS OF DECEMBER 29, 2001 TO DISTRIBUTION AGREEMENT DATED AS OF SEPTEMBER 15, 1993 BETWEEN HOST MARRIOTT CORPORATION AND MARRIOTT INTERNATIONAL, INC. Host Marriott Corp oration, a Maryland corporation and the successor by merger to Host Marriott Corporation, a Delaware corporation f/k/a Marriott Corporation ("Host Marriott"), _____________ Host Marriott Corp – SEPTEMBER 15, 1993 BETWEEN HOST MARRIOTT CORPORATION AND MARRIOTT INTERNATIONAL, INC. Host Marriott Corporation, a Maryland corporation and the successor by merger to Host Marriott Corp oration, a Delaware corporation f/k/a Marriott Corporation ("Host Marriott"), Marriott International, Inc., a Delaware corporation ("MII"), and HMS Host Corporation, a _____________ HOST MARRIOTT CORP – officers as of the date first written above. MARRIOTT INTERNATIONAL, INC. By: /s/ Stephen P. Joyce --------------------------- Name: Stephen P. Joyce --------------------------- Title: Vice President --------------------------- HOST MARRIOTT CORP ORATION By: /s/ W. Edward Walter --------------------------- Name: W. Edward Walter ------------------ Title: Executive Vice President --------------------------- HMS HOST CORPORATION By: /s/ Joe Martin --------------------------- Name: Joe _____________ dt 176392 ;	Marriott Int'l Marriott International Inc. ( Hotels & Motels ) As referenced in this Distribution Agreement [Amendment No. 7]: MARRIOTT INTERNATIONAL, INC – AMENDMENT NO. 7, DATED AS OF DECEMBER 29, 2001 TO DISTRIBUTION AGREEMENT DATED AS OF SEPTEMBER 15, 1993 BETWEEN HOST MARRIOTT CORPORATION AND MARRIOTT INTERNATIONAL, INC . Host Marriott Corporation, a Maryland corporation and the successor by merger to Host Marriott Corporation, a Delaware corporation f/k/a Marriott _____________ Marriott International, Inc – Corporation, a Maryland corporation and the successor by merger to Host Marriott Corporation, a Delaware corporation f/k/a Marriott Corporation ("Host Marriott"), Marriott International, Inc ., a Delaware corporation ("MII"), and HMS Host Corporation, a Delaware corporation f/k/a Host Marriott Services Corporation, desire to adopt this _____________ MARRIOTT INTERNATIONAL, INC – hereunto have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first written above. MARRIOTT INTERNATIONAL, INC . By: /s/ Stephen P. Joyce --------------------------- Name: Stephen P. Joyce --------------------------- Title: Vice President --------------------------- HOST MARRIOTT CORPORATION By: /s/ W. Edward Walter --------------------------- Name: W. _____________ dt 275963
$44	Preview Full Doc	2003	Distribution Agreement Distribution Agreement (94K) Doc #845891: Click preview link for longer preview. HEALTH CARE PROPERTY INVESTORS, INC. (a Maryland Corporation) Medium-Term Notes, Series E Due Nine Months or More from Date of Issue DISTRIBUTION AGREEMENT November 19, 2003 Merrill Lynch, Pierce, Fenner & Smith Incorporated Credit Suisse First Boston LLC Deutsche Bank Securities Inc. Goldman, Sachs & Co. Dear Sirs: Health Care Property Investors, Inc., a Maryland corporation (the ï¿½Companyï¿½), . . . 845891	Health Care Health Care Property Investors Inc. ( Real Estate ) As referenced in this Distribution Agreement: HEALTH CARE PROPERTY INVESTORS, INC – Distribution Agreement EX-1.1 3 dex11.htm DISTRIBUTION AGREEMENT EXHIBIT 1.1 HEALTH CARE PROPERTY INVESTORS, INC . (a Maryland Corporation) Medium-Term Notes, Series E Due Nine Months or More from Date of Issue DISTRIBUTION AGREEMENT November 19, 2003 Merrill Lynch, Pierce, Fenner & Smith Incorporated _____________ Health Care Property Investors, Inc – Date of Issue DISTRIBUTION AGREEMENT November 19, 2003 Merrill Lynch, Pierce, Fenner & Smith Incorporated Credit Suisse First Boston LLC Deutsche Bank Securities Inc. Goldman, Sachs & Co. Dear Sirs: Health Care Property Investors, Inc ., a Maryland corporation (the Company), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse First Boston LLC, Deutsche Bank Securities Inc., and Goldman, Sachs & _____________ Health Care Property Investors, Inc – either delivered by hand, by mail or by telex, telecopier or telegram, and any such notice shall be effective when received at the address specified below. If to the Company: Health Care Property Investors, Inc . 4675 MacArthur Court, Ninth Floor Newport Beach, California 92660 Attention: James F. Flaherty III, President and Chief Executive Officer Facsimile: (949) 221-0607 With a copy to: R. Scott _____________ HEALTH CARE PROPERTY INVESTORS, INC – Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Agents and the Company in accordance with its terms. Very truly yours, HEALTH CARE PROPERTY INVESTORS, INC . By: /s/ Edward J. Henning Title: Senior Vice President, General Counsel and Corporate Secretary Accepted: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ Authorized Signatory Name: Authorized Signatory _____________ dt 1383508 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Distribution Agreement: Bank of New York, – indenture (the Indenture, which term as used herein includes any instrument establishing the form and terms of the Notes) dated as of September 1, 1993 between the Company and The Bank of New York, as trustee (the Trustee). As of the date hereof, the Company has authorized the issuance and sale of up to $100,000,000 aggregate initial offering price of Notes _____________ dt 1584716 ;	CSFB LLC Credit Suisse First Boston LLC ( Financial ) As referenced in this Distribution Agreement: Credit Suisse First Boston LLC – INC. (a Maryland Corporation) Medium-Term Notes, Series E Due Nine Months or More from Date of Issue DISTRIBUTION AGREEMENT November 19, 2003 Merrill Lynch, Pierce, Fenner & Smith Incorporated Credit Suisse First Boston LLC Deutsche Bank Securities Inc. Goldman, Sachs & Co. Dear Sirs: Health Care Property Investors, Inc., a Maryland corporation (the Company), confirms its agreement with Merrill Lynch, Pierce, Fenner & _____________ Credit Suisse First Boston LLC – Bank Securities Inc. Goldman, Sachs & Co. Dear Sirs: Health Care Property Investors, Inc., a Maryland corporation (the Company), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse First Boston LLC , Deutsche Bank Securities Inc., and Goldman, Sachs & Co. (each an Agent and, collectively, the Agents) with respect to the issue and sale by the Company of its Medium- _____________ Credit Suisse First Boston LLC – If to the Agents: Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center, 15th Floor New York, New York 10080 Attention: MTN Product Management Facsimile: (212) 449-2234 Credit Suisse First Boston LLC 11 Madison Avenue New York, New York 10010 Attention: Short and Medium Term Finance Facsimile: (212) 743-5825 Deutsche Bank Securities Inc. 60 Wall Street New York, New York _____________ Credit Suisse First Boston LLC – By: /s/ Edward J. Henning Title: Senior Vice President, General Counsel and Corporate Secretary Accepted: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ Authorized Signatory Name: Authorized Signatory Title: Credit Suisse First Boston LLC By: /s/ Authorized Signatory Name: Authorized Signatory Title: Deutsche Bank Securities Inc. By: /s/ Authorized Signatory Name: Authorized Signatory Title: Goldman, Sachs & Co. By: /s/ Authorized Signatory Name: _____________ dt 1351026 ; Deutsche Bank Deutsche Bank Securities Inc. ( Financial ) As referenced in this Distribution Agreement: Deutsche Bank Securities Inc – Term Notes, Series E Due Nine Months or More from Date of Issue DISTRIBUTION AGREEMENT November 19, 2003 Merrill Lynch, Pierce, Fenner & Smith Incorporated Credit Suisse First Boston LLC Deutsche Bank Securities Inc . Goldman, Sachs & Co. Dear Sirs: Health Care Property Investors, Inc., a Maryland corporation (the Company), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse _____________ Deutsche Bank Securities Inc – amp; Co. Dear Sirs: Health Care Property Investors, Inc., a Maryland corporation (the Company), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse First Boston LLC, Deutsche Bank Securities Inc ., and Goldman, Sachs & Co. (each an Agent and, collectively, the Agents) with respect to the issue and sale by the Company of its Medium-Term Notes described herein ( _____________ Deutsche Bank Securities Inc – MTN Product Management Facsimile: (212) 449-2234 Credit Suisse First Boston LLC 11 Madison Avenue New York, New York 10010 Attention: Short and Medium Term Finance Facsimile: (212) 743-5825 Deutsche Bank Securities Inc . 60 Wall Street New York, New York 10005 Attention: Debt Capital Markets, 3rd Floor Facsimile: (212) 797-2202 Goldman, Sachs & Co. 85 Broad Street New York, New York _____________ Deutsche Bank Securities Inc – Secretary Accepted: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ Authorized Signatory Name: Authorized Signatory Title: Credit Suisse First Boston LLC By: /s/ Authorized Signatory Name: Authorized Signatory Title: Deutsche Bank Securities Inc . By: /s/ Authorized Signatory Name: Authorized Signatory Title: Goldman, Sachs & Co. By: /s/ Authorized Signatory Name: Authorized Signatory Title: 29 EXHIBIT A The following terms, if applicable, shall _____________ dt 1376239
$40	Preview Full Doc	2004	Distribution Agreement Distribution Agreement (93K) Doc #1109013: Click preview link for longer preview. DISTRIBUTION AGREEMENT BETWEEN THE AGENTS AND THE COMPANY Distribution Agreement between the agents and the Company Exhibit 1.1 HEALTH CARE PROPERTY INVESTORS, INC. (a Maryland Corporation) Medium-Term Notes, Series F Due Nine Months or More from Date of Issue DISTRIBUTION AGREEMENT August 27, 2004 Merrill Lynch, Pierce, Fenner & Smith Incorporated Banc of America Securities LLC Credit Suisse First Boston LLC Goldman, Sachs . . . 1109013	Health Care Health Care Property Investors Inc. ( Real Estate ) As referenced in this Distribution Agreement: HEALTH CARE PROPERTY INVESTORS, INC – Distribution Agreement between the agents and the Company Exhibit 1.1 HEALTH CARE PROPERTY INVESTORS, INC . (a Maryland Corporation) Medium-Term Notes, Series F Due Nine Months or More from Date of Issue DISTRIBUTION AGREEMENT August 27, 2004 Merrill Lynch, Pierce, Fenner & Smith Incorporated _____________ Health Care Property Investors, Inc – of Issue DISTRIBUTION AGREEMENT August 27, 2004 Merrill Lynch, Pierce, Fenner & Smith Incorporated Banc of America Securities LLC Credit Suisse First Boston LLC Goldman, Sachs & Co. Dear Sirs: Health Care Property Investors, Inc ., a Maryland corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC, Credit Suisse First Boston LLC and _____________ Health Care Property Investors, Inc – either delivered by hand, by mail or by telex, telecopier or telegram, and any such notice shall be effective when received at the address specified below. If to the Company: Health Care Property Investors, Inc . 3760 Kilroy Airport Way, Suite 300 Long Beach, California 90806 Attention: Legal Department Facsimile: (562) 733-5200 With a copy to: R. Scott Shean, Esq. Latham & Watkins LLP _____________ HEALTH CARE PROPERTY INVESTORS, INC – Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Agents and the Company in accordance with its terms. Very truly yours, HEALTH CARE PROPERTY INVESTORS, INC . By: /s/ Edward J. Henning Title: Senior Vice President, General Counsel and Corporate Secretary Accepted: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ Authorized Signatory Name: Title: BANC _____________ dt 1383520 ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Distribution Agreement: Banc of America Securities LLC – INC. (a Maryland Corporation) Medium-Term Notes, Series F Due Nine Months or More from Date of Issue DISTRIBUTION AGREEMENT August 27, 2004 Merrill Lynch, Pierce, Fenner & Smith Incorporated Banc of America Securities LLC Credit Suisse First Boston LLC Goldman, Sachs & Co. Dear Sirs: Health Care Property Investors, Inc., a Maryland corporation (the “Company”), confirms its agreement with Merrill Lynch, _____________ Banc of America Securities LLC – LLC Goldman, Sachs & Co. Dear Sirs: Health Care Property Investors, Inc., a Maryland corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC , Credit Suisse First Boston LLC and Goldman, Sachs & Co. (each an “Agent” and, collectively, the “Agents”) with respect to the issue and sale by _____________ Banc of America Securities LLC – If to the Agents: Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center, 15th Floor New York, New York 10080 Attention: MTN Product Management Facsimile: (212) 449-2234 Banc of America Securities LLC 9 West 57th Street NY1-301-2M-01 New York, New York 10019 Attention: Transaction Management Facsimile: (212) 847-5184 Credit Suisse First Boston LLC 11 Madison Avenue New _____________ BANC OF AMERICA SECURITIES LLC – INVESTORS, INC. By: /s/ Edward J. Henning Title: Senior Vice President, General Counsel and Corporate Secretary Accepted: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ Authorized Signatory Name: Title: BANC OF AMERICA SECURITIES LLC By: /s/ Authorized Signatory Name: Title: CREDIT SUISSE FIRST BOSTON LLC By: /s/ Authorized Signatory Name: Title: /s/ Authorized Signatory (Goldman, Sachs & Co.) 29 _____________ dt 1356354 ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Distribution Agreement: Bank of New York, – 147;Indenture”, which term as used herein includes any instrument establishing the form and terms of the Notes) dated as of September 1, 1993 between the Company and The Bank of New York, as trustee (the “Trustee”). As of the date hereof, the Company has authorized the issuance and sale of up to $200,000,000 aggregate initial offering price _____________ dt 1586342 ; CSFB LLC Credit Suisse First Boston LLC ( Financial ) As referenced in this Distribution Agreement: Credit Suisse First Boston LLC – Term Notes, Series F Due Nine Months or More from Date of Issue DISTRIBUTION AGREEMENT August 27, 2004 Merrill Lynch, Pierce, Fenner & Smith Incorporated Banc of America Securities LLC Credit Suisse First Boston LLC Goldman, Sachs & Co. Dear Sirs: Health Care Property Investors, Inc., a Maryland corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, _____________ Credit Suisse First Boston LLC – Dear Sirs: Health Care Property Investors, Inc., a Maryland corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC, Credit Suisse First Boston LLC and Goldman, Sachs & Co. (each an “Agent” and, collectively, the “Agents”) with respect to the issue and sale by the Company of its Medium- _____________ Credit Suisse First Boston LLC – Management Facsimile: (212) 449-2234 Banc of America Securities LLC 9 West 57th Street NY1-301-2M-01 New York, New York 10019 Attention: Transaction Management Facsimile: (212) 847-5184 Credit Suisse First Boston LLC 11 Madison Avenue New York, New York 10010 Attention: Short and Medium Term Finance Facsimile: (212) 743-5825 Goldman, Sachs & Co. 85 Broad Street New York, New York _____________ CREDIT SUISSE FIRST BOSTON LLC – General Counsel and Corporate Secretary Accepted: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ Authorized Signatory Name: Title: BANC OF AMERICA SECURITIES LLC By: /s/ Authorized Signatory Name: Title: CREDIT SUISSE FIRST BOSTON LLC By: /s/ Authorized Signatory Name: Title: /s/ Authorized Signatory (Goldman, Sachs & Co.) 29 _____________ dt 1351262
$57	Preview Full Doc	2006	Distribution Agreement Distribution Agreement (220K) Doc #2677753: Click preview link for longer preview. DISTRIBUTION AGREEMENT by and between ACACIA RESEARCH CORPORATION and COMBIMATRIX CORPORATION December 21, 2006 TABLE OF CONTENTS Article I DEFINITIONS Page Section 1.01 General 1 Article II THE CONTRIBUTION 1 Section 2.01 Intercorporate Reorganization 14 Section 2.02 Financial Instruments 16 Section 2.03 Intercompany Accounts and Arrangements 17 Section 2.04 The . . . 2677753	Acacia Acacia Technologies Group ( Semiconductors ) As referenced in this Distribution Agreement: Acacia Technologies group – Discount Tire Company. United States District Court for the Northern District of Georgia. Filed 11/21/05. Case No. 4:05-cv-00252. Lone Star Steakhouse and Saloon, Inc. v. Acacia Technologies group and Financial Systems Innovation, LLC. United States District Court for the District of Kansas. Filed 8/5/05. Case No. 6:05-cv-01249. Computing Device Performance Technology Computer Acceleration _____________ dt 1673816 ; Aetna Aetna Inc. ( Accident & Health Insurance ) As referenced in this Distribution Agreement: Aetna, Inc – Corporation, and Veritec Inc. United States District Court for the District of Minnesota. Filed 3/13/06. Case No. 0:06-cv-01040. VData LLC and VCode Holdings, Inc. v. Aetna, Inc ., PNY Technologies Inc., and Merchants Credit Guide Co. United States District Court for the District of Minnesota. Filed 5/8/06. Case No. 0:06-cv-01701. Peer to _____________ dt 1686465 ; Autodesk Autodesk, Inc. ( Software & Programming ) As referenced in this Distribution Agreement: Autodesk, Inc. – the Eastern District of Texas. Filed 8/22/06. Case No. 6:06-cv-00370. Product Activation Technology Product Activation Corporation v. Abbyy USA Software House, Inc., Adobe Systems Incorporated, Autodesk, Inc. United States District Court for the Eastern District of Texas. Filed 8/14/06 Case No. 2:06-cv-00326. Resource Scheduling Technology Epic Systems Corporation v. Acacia Research _____________ dt 1674004 ;	Autodesk Autodesk, Inc. ( Software & Programming ) As referenced in this Distribution Agreement: Autodesk, Inc. – the Eastern District of Texas. Filed 8/22/06. Case No. 6:06-cv-00370. Product Activation Technology Product Activation Corporation v. Abbyy USA Software House, Inc., Adobe Systems Incorporated, Autodesk, Inc. United States District Court for the Eastern District of Texas. Filed 8/14/06 Case No. 2:06-cv-00326. Resource Scheduling Technology Epic Systems Corporation v. Acacia Research _____________ dt 1674006 ; CCI Charter Communications Inc. ( Broadcasting & Cable TV ) As referenced in this Distribution Agreement: Charter Communications, Inc – Transmission Technology cases have been transferred to the Northern District of California. The lead case number is 5:05-cv-01114. Acacia Media Technologies Corporation v. Comcast Cable Communications, LLC, Charter Communications, Inc ., The DirectTV Group, Inc., Echostar Communications Corporation, Cox Communications, Inc., Hospitality Network, Inc. (a wholly owned subsidiary of Cox that supplies hotel on-demand TV services), Mediacom, LLC, Armstrong _____________ Charter Communications, Inc – The United States. United States Court of Federal Claims. Filed 8/23/06. Case No. 1:06-cv-00601. Interactive Television Technology Broadcast Innovation, LLC and IO Research, Ltd. v. Charter Communications, Inc . United States District Court for the District of Colorado. Case No. 1:03-cv-02223. On appeal to the U.S. Court of Appeals for the Federal Court from _____________ dt 1666439 ; More...

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