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Exhibit 99(d)(2)
[TYCO LETTERHEAD]
August 1, 2000
InnerDyne, Inc.
1244 Reamwood Avenue
Sunnyvale, CA 94089
Attention: William Mavity, President and CEO
Ladies and Gentlemen:
We refer to a certain Dual Party Confidential Disclosure Agreement,
dated October 4, 1999 (the "Confidentiality Agreement"), between United
States Surgical, a division of Tyco Healthcare Group LP ("USS"), and
InnerDyne, Inc. (the "Company"). USS is an affiliate of Tyco International
(US) Inc. ("Tyco"). In consideration of the willingness of the Company to
make certain confidential and proprietary information regarding the Company
available to Tyco and certain of its affiliates in connection with Tyco's
evaluation of a potential acquisition of the Company (the "Proposed
Transaction"), Tyco hereby covenants and agrees as follows:
1. Tyco agrees to be bound by all terms and provisions of the
Confidentiality Agreement applicable to USS, as if Tyco were a party to such
agreement. Tyco further agrees that, notwithstanding any provisions in the
Confidentiality Agreement to the contrary, all information disclosed by the
Company to Tyco in connection with its evaluation of the Proposed
Transaction, regardless of whether such information is disclosed orally or in
writing or designated "Confidential" or not, shall be deemed Confidential
Information (as defined in the Confidentiality Agreement), subject, however,
to the exceptions set forth in paragraph 4 of the Confidentiality Agreement.
2. For a period of two years following the date hereof, Tyco and its
affiliates will not, without the prior written approval of the Board of
Directors of the Company, (a) purchase or acquire (or enter into any
agreement or make any proposal to purchase or otherwise acquire) any
securities of the Company, any warrant or option to purchase such securities,
any security convertible into any such securities, or any other right to
acquire such securities, or (b) act, whether alone or in concert with others,
to seek to propose to the Company or any of its shareholders any merger,
business combination, restructuring, recapitalization or similar transaction
to or with the Company or any of its subsidiaries or otherwise seek or
propose to influence or control the Company's management or policies.
Notwithstanding the foregoing provisions of this paragraph, if the Board of
Directors of the Company approves a transaction with any person that would
result in such person beneficially owning more than 20% of the
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InnerDyne, Inc.
August 1, 2000
Page 2
outstanding voting securities of the Company (or a successor to the Company
in a merger or consolidation transaction) or all or substantially all of its
assets, or any person or "group" (as defined in the Securities and Exchange
Act of 1934, as amended), other than Tyco or any of its affiliates, has
commenced or publicly announced its intention to commence a tender offer for
more than 20% of the outstanding voting securities of the Company, or any
options, warrants or other rights to acquire voting securities of the
Company, then Tyco shall not be prohibited thereafter from taking any of the
actions described in the preceding sentence.
3. For a period of two years following the date hereof, Tyco and its
affiliates will not, directly or indirectly, solicit for employment any
employee of the Company with whom Tyco had direct contact in the course of
its evaluation of the Proposed Transaction; provided, however, that Tyco and
its affiliates shall not be precluded from hiring any such employee who
responds to a public advertisement placed by Tyco or any of its affiliates.
4. Notwithstanding any provision in the Confidentiality Agreement to
the contrary, each party's obligations under paragraphs 2 and 3 of the
Confidentiality Agreement (as amended by this letter agreement) shall remain
in full force for a period of three (3) years from the date hereof.
Very truly yours,
TYCO INTERNATIONAL (US) INC.
By: /s/ Richard J. Meelia
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Richard J. Meelia, Vice President
Accepted as of the date
first above written:
INNERDYNE, INC.
By: /s/ William G. Mavity
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Title: William G. Mavity
President and CEO
