Notes:  On September 27, 2009, Aspect Medical Systems, Inc., a Delaware corporation (“Aspect” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with United States Surgical Corporation (“Parent”), a Delaware corporation and wholly owned, indirect subsidiary of Covidien plc, an Irish company, and Transformer Delaware Corp. (“Merger Sub”), a Delaware corporation and a direct wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Merger Sub commenced a tender offer (the “Offer”) on October 8, 2009 to acquire all of the outstanding shares of common stock of the Company at a purchase price of $12.00 per share in cash, without interest, less any applicable withholding and transfer taxes (the “Merger Consideration”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 8, 2009 (the “Offer to Purchase”), and the related Letter of Transmittal, each as amended or supplemented from time to time. On November 6, 2009, Covidien plc announced the completion of the Offer. The offering period of the Offer expired at 12:00 midnight, New York City time, at the end of November 5, 2009. According to Computershare Trust Company, N.A., the depositary for the Offer, as of 12:01 a.m., New York City time, on November 6, 2009, a total of 16,195,245 shares of Aspect common stock were validly tendered and not withdrawn in the Offer, which represented approximately 89.58% of all issued and outstanding shares of Aspect common stock. Merger Sub has accepted for payment all shares of Aspect common stock that were validly tendered and not withdrawn during the Offer, and payment for such shares has been or will be made promptly, in accordance with the terms of the Offer. Parent provided sufficient funds to Merger Sub to acquire all of the outstanding shares of Aspect common stock. On November 6, 2009, pursuant to the terms of the Merger Agreement, Merger Sub exercised its top-up option, provided for in Section 2.6 of the Merger Agreement, to purchase directly from the Company an additional number of shares of Aspect common stock sufficient to give Merger Sub ownership of at least one share more than 90% of the then-outstanding shares of Aspect common stock, when combined with the shares Merger Sub purchased in the Offer and shares owned by the Parent. Pursuant to the exercise of this top-up option, Merger Sub purchased directly from the Company a total of 756,076 newly issued shares of Aspect common stock (the “Top-Up Shares”) at a price of $12.00 per share in consideration for a promissory note issued to the Company of $9,072,912. Such Top-Up Shares, combined with the shares purchased in the Offer and the shares owned by the Parent, represented 90% of the outstanding Aspect common stock, which allowed Merger Sub to effect a short-form merger of Merger Sub with and into the Company under Delaware law, without the need for a meeting of the Company’s stockholders. The Top-Up Shares were offered and sold to Merger Sub in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended, as a transaction by an issuer not involving a public offering. On November 6, 2009, Merger Sub was merged with and into the Company (the “Merger”) pursuant to the terms of the Merger Agreement, with the Company surviving as a direct wholly owned subsidiary of Parent.

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Address:   Two Vision Drive, Natick, MA 01760-2059
Main Phone Number	508-653-0603
Fax Number	508-653-6788
IR Firm:   Fischer & Partners, Inc.     310-577-7870
Toll Free Phone Number	888-247-4633