Item 1.01 Entry into a Material Definitive Agreement.
Letter Agreement
As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on December 2, 2008, on December 1, 2008, Mentor Corporation (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Johnson & Johnson, a New Jersey corporation ("Johnson & Johnson") and Maple Merger Sub, Inc., a Minnesota corporation and wholly owned subsidiary of Johnson & Johnson ("Merger Sub"). The Merger Agreement provides for a tender offer (the "Offer") by Merger Sub for all of the outstanding shares of the Company's Common Stock, par value $0.10 per share. The Merger Agreement further provides that the Offer will be followed by the merger of Merger Sub with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent. The Offer commenced on December 12, 2008 and was initially scheduled to expire at 12:00 midnight, New York City time, on January 12, 2009.
On January 6, 2009, the Company, Johnson & Johnson and Merger Sub entered into a Letter Agreement which amended the Merger Agreement to provide that Merger Sub will extend the Offer until 5:00 p.m., New York City time, on January 16, 2009, unless further extended. The Letter Agreement is filed as Exhibit 2.1 hereto and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

2.1 Letter Agreement, dated as of January 6, 2009, by and among Johnson & Johnson, Maple Merger Sub, Inc., and Mentor Corporation.

---

Table of Contents