and OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Amended and Restated Deposit Agreement Dated as of December 5, 2002Deposit Agreement • March 18th, 2005 • Roche Holding LTD • New York
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • January 21st, 2015 • Roche Holding LTD • American depositary receipts • Delaware
TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of January 11, 2015 by and among Roche Holdings, Inc., a Delaware corporation (the “Investor”), and the entity listed on Schedule A hereto (the “VC Shareholder”).
ROCHE HOLDING LTD AND JPMORGAN CHASE BANK, N.A., As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Second Amended and Restated Deposit Agreement Dated as of December 19, 2008Deposit Agreement • December 9th, 2008 • Roche Holding LTD • American depositary receipts • New York
SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of December 19, 2008 (the "Deposit Agreement") among ROCHE HOLDING LTD and its successors (the "Company"), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the "Depositary"), and all holders from time to time of American Depositary Receipts issued hereunder ("ADRs") evidencing American Depositary Shares ("ADSs") representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • January 2nd, 2018 • Roche Holding LTD • American depositary receipts • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of December 21, 2017, is by and among Roche Holdings, Inc., a Delaware corporation (“Parent”), Abingdon Acquisition Corp., a Delaware corporation (“Purchaser”) and an indirect wholly owned subsidiary of Parent, and each of the Persons set forth on Schedule A hereto (each, a “Stockholder”).
AGREEMENT AND PLAN OF MERGER AMONG ROCHE HOLDINGS, INC., ABINGDON ACQUISITION CORP. and IGNYTA, INC. Dated as of December 21, 2017Agreement and Plan of Merger • January 2nd, 2018 • Roche Holding LTD • American depositary receipts • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made and entered into as of December 21, 2017, among Roche Holdings, Inc, a Delaware corporation (“Parent”), Abingdon Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Purchaser”), and Ignyta, Inc., a Delaware corporation (the “Company”).
THE BANK OF NEW YORKRoche Holding LTD • March 18th, 2005
Re: Deposit Agreement dated as of December 5, 2002 (the "Deposit Agreement") among Roche Holding Ltd, The Bank of New York, as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder
AGREEMENT AND PLAN OF MERGER Dated as of April 4, 2007 among ROCHE HOLDING LTD, LILI ACQUISITION CORPORATION and BIOVERIS CORPORATIONAgreement and Plan of Merger • April 13th, 2007 • Roche Holding LTD • American depositary receipts • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of April 4, 2007 (this “Agreement”), is among Roche Holding Ltd, a joint stock company organized under the laws of Switzerland (“Parent”), Lili Acquisition Corporation, a newly-formed Delaware corporation and an indirect wholly-owned Subsidiary of Parent (“Merger Sub”), and BioVeris Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are as defined in this Agreement.
AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • May 10th, 2007 • Roche Holding LTD • American depositary receipts
AGREEMENT, dated as of May 2, 2007 and effective as of April 4, 2007, among Roche Holding Ltd, a joint stock company organized under the laws of Switzerland (“Parent”), and the stockholders of BioVeris Corporation, a Delaware corporation (the “Company”), that are parties hereto (each, a “Stockholder” and, collectively, the “Stockholders”).
AGREEMENT AND PLAN OF MERGER dated as of January 21, 2008 among VENTANA MEDICAL SYSTEMS, INC., ROCHE HOLDINGS, INC. and ROCKET ACQUISITION CORPORATIONAgreement and Plan of Merger • January 22nd, 2008 • Roche Holding LTD • American depositary receipts • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of January 21, 2008, among VENTANA MEDICAL SYSTEMS, INC., a Delaware corporation (the “Company”), ROCHE HOLDINGS, INC., a Delaware corporation (“Parent”), and ROCKET ACQUISITION CORPORATION, a Delaware corporation and a wholly-owned indirect subsidiary of Parent (“Merger Subsidiary”).
JOINT FILING AGREEMENTJoint Filing Agreement • April 9th, 2015 • Roche Holding LTD • American depositary receipts
This Joint Filing Agreement may be executed in any number of counterparts all of which together shall constitute one and the same instrument.
GUARANTEEGuarantee • January 22nd, 2008 • Roche Holding LTD • American depositary receipts • Delaware
GUARANTEE dated as of January 21, 2008 by Roche Holding Ltd, a joint stock company organized under the laws of Switzerland (the “Guarantor”), for the benefit of Ventana Medical Systems, Inc. (the “Beneficiary”).
AGREEMENT AND PLAN OF MERGER dated as of June 18, 2018 among FOUNDATION MEDICINE, INC., ROCHE HOLDINGS, INC. and 062018 Merger Subsidiary, Inc.Agreement and Plan of Merger • June 19th, 2018 • Roche Holding LTD • American depositary receipts • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of June 18, 2018 among Foundation Medicine, Inc., a Delaware corporation (the “Company”), Roche Holdings, Inc., a Delaware corporation (“Parent”), and 062018 Merger Subsidiary, Inc., a Delaware corporation and a wholly owned direct subsidiary of Parent (“Merger Subsidiary”).
Joint Filing AgreementJoint Filing Agreement • June 9th, 2017 • Roche Holding LTD • American depositary receipts
The undersigned hereby agree that this Schedule 13D (the “Schedule 13D”) with respect to the common stock of Senseonics Holdings, Inc. is, and any additional amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that all subsequent amendments to the Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate. It is understood and agreed that the jo
TRANSACTION AGREEMENTTransaction Agreement • April 13th, 2007 • Roche Holding LTD • American depositary receipts • Delaware
This TRANSACTION AGREEMENT, dated as of April 4, 2007 (this “Agreement”), is by and between Samuel J. Wohlstadter (the "Stockholder”) and Roche Holdings Ltd (“Roche”).
SENSEONICS HOLDINGS, INC. WARRANT TO PURCHASE COMMON STOCKRoche Holding LTD • June 9th, 2017 • American depositary receipts • Delaware
THIS CERTIFIES THAT, for value received, Roche Finance Ltd., with its principal office at Grenzacherstrasse 122, 4070 Basel, Switzerland, or assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from SENSEONICS HOLDINGS, INC., a Delaware corporation (the “Company”), that number of Exercise Shares (as defined below) as set forth herein, during the Exercise Period (as defined below).
JOINT FILING AGREEMENTJoint Filing Agreement • April 23rd, 2015 • Roche Holding LTD • American depositary receipts
This Joint Filing Agreement may be executed in any number of counterparts all of which together shall constitute one and the same instrument.
STOCKHOLDER TENDER AND SUPPORT AGREEMENTAnd Support Agreement • January 22nd, 2008 • Roche Holding LTD • American depositary receipts • Delaware
This Stockholder Tender and Support Agreement dated as of January 21, 2008 (this “Agreement”) is among each of the individuals or entities listed on a signature page hereto (each, a “Stockholder”) and Roche Holdings, Inc., a Delaware corporation (“Parent”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger dated as of the date of this Agreement (the “Merger Agreement”) among Parent, Rocket Acquisition Corporation, a Delaware corporation and a wholly-owned indirect subsidiary of Parent (“Merger Subsidiary”), and Ventana Medical Systems, Inc., a Delaware corporation (the “Company”).
JOINT FILING AGREEMENTJoint Filing Agreement • January 21st, 2015 • Roche Holding LTD • American depositary receipts
This Joint Filing Agreement may be executed in any number of counterparts all of which together shall constitute one and the same instrument.
