1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 14th, 2001 • Molecular Devices Corp • Laboratory analytical instruments • Delaware
EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 12th, 2002 • Molecular Devices Corp • Laboratory analytical instruments • Delaware
EXHIBIT 10.17 October 2, 1997 James Iuliano c/o Molecular Devices Corporation 1311 Orleans Drive Sunnyvale, CA 94089 Dear Jim: On behalf of the Board of Directors, I wish to express our disappointment over your decision to resign. We understand,...Molecular Devices Corp • March 26th, 1998 • Laboratory analytical instruments • California
1 EXHIBIT 1.1 Molecular Devices Corporation 1,600,000 Shares of Common Stock* (par value $.001 per share) UNDERWRITING AGREEMENTMolecular Devices Corp • May 4th, 2000 • Laboratory analytical instruments • New York
ANDRights Agreement • October 30th, 2001 • Molecular Devices Corp • Laboratory analytical instruments • Delaware
1 EXHIBIT 99.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • June 19th, 2000 • Molecular Devices Corp • Laboratory analytical instruments • Delaware
RECITALSStock Purchase Agreement • May 11th, 2001 • Molecular Devices Corp • Laboratory analytical instruments • New York
STOCK AND ASSET PURCHASE AGREEMENTStock and Asset Purchase Agreement • May 26th, 1999 • Molecular Devices Corp • Laboratory analytical instruments • California
KEY EMPLOYEE AGREEMENT for JOSEPH D. KEEGANKey Employee Agreement • August 13th, 1998 • Molecular Devices Corp • Laboratory analytical instruments • California
RECITALSCompany Voting Agreement • June 19th, 2000 • Molecular Devices Corp • Laboratory analytical instruments • Delaware
RECITALSParent Voting Agreement • June 12th, 2000 • Molecular Devices Corp • Laboratory analytical instruments • Delaware
RECITALSVoting Agreement • March 22nd, 2004 • Molecular Devices Corp • Laboratory analytical instruments • California
AGREEMENTCompany Affiliate Agreement • June 19th, 2000 • Molecular Devices Corp • Laboratory analytical instruments • Delaware
RECITALSIndemnification Escrow Agreement • May 26th, 1999 • Molecular Devices Corp • Laboratory analytical instruments • California
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • March 22nd, 2004 • Molecular Devices Corp • Laboratory analytical instruments • California
Molecular Devices Corporation 2005 Equity Incentive Plan Stock Option Agreement (Incentive Stock Option or Nonstatutory Stock Option)Stock Option Agreement • June 1st, 2005 • Molecular Devices Corp • Laboratory analytical instruments
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, Molecular Devices Corporation (the “Company”) has granted you an option under its 2005 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
Exhibit 8.2 [LETTERHEAD OF LATHAM & WATKINS LLP] Axon Instruments, Inc. 3280 Whipple Road Union City, CA 94587 RE: AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG MOLECULAR DEVICES CORPORATION, ASTROS ACQUISITION SUB I, INC., ASTROS...Molecular Devices Corp • April 28th, 2004 • Laboratory analytical instruments
1 EXHIBIT 10.33 SUBLEASE AGREEMENT This Sublease is made as of September 9, 1999, by and between Molecular Devices, a California Corporation ("Sublessee") and Medtronic, Inc., a Minnesota Corporation ("Sublessor"). Whereas, Sublessor entered into a...Sublease Agreement • March 30th, 2001 • Molecular Devices Corp • Laboratory analytical instruments • California
Molecular Devices Corporation 2005 Equity Incentive Plan Stock Option Agreement For Non-Employee Director (Continuing Director)Stock Option Agreement • November 7th, 2006 • Molecular Devices Corp • Laboratory analytical instruments
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, Molecular Devices Corporation (the “Company”) has granted you an option under its 2005 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
Peter Brent MDS Inc. Toronto, Ontario Canada M9W 6J6 Dear Peter:Molecular Devices Corp • February 13th, 2007 • Laboratory analytical instruments • California
In connection with your consideration of a possible transaction (the “Transaction”) with Molecular Devices Corporation (the “Company”), UBS Securities LLC (“UBS”) as advisor to the Company, is prepared, subject to the terms and conditions of this agreement, to make available to you certain information regarding the Company, its subsidiaries and its affiliates. This information (whether written or oral) furnished to you and your Representatives (as defined below), whether prior to, on, or following the date hereof, together with analyses, compilations, forecasts, studies, or other documents or records prepared by you or your Representatives which contain, are based on, or otherwise reflect or are generated in whole or in part from such information, including that stored on any computer, word processor or other similar device, shall be referred to, collectively, as the “Evaluation Material”.
LEASE (SINGLE TENANT; STAND-ALONE; NET - "AS-IS") BETWEENLease • March 27th, 2003 • Molecular Devices Corp • Laboratory analytical instruments • California
EXCLUSIVE LICENSE AND TECHNICAL SUPPORT AGREEMENTExclusive License and Technical Support Agreement • November 13th, 1998 • Molecular Devices Corp • Laboratory analytical instruments
EXHIBIT 10.42 [Molecular Devices Corporation letterhead] April 11, 2002 John S. Senaldi c/o Molecular Devices Corporation 1311 Orleans Drive Sunnyvale, CA 94089 Dear John: This will serve to confirm the agreement of Molecular Devices Corporation (the...Molecular Devices Corp • March 27th, 2003 • Laboratory analytical instruments
EXHIBIT 10.40 [Molecular Devices Corporation letterhead] April 11, 2002 Joseph D. Keegan, Ph.D. c/o Molecular Devices Corporation 1311 Orleans Drive Sunnyvale, CA 94089 Dear Joe: This will serve to confirm the agreement of Molecular Devices...Molecular Devices Corp • March 27th, 2003 • Laboratory analytical instruments
First Amendment to Lease AgreementTo Lease Agreement • March 16th, 2006 • Molecular Devices Corp • Laboratory analytical instruments • California
January 22, 2002 Steven Davenport 113 Orwell Drive Aylesbury Bucks HP21 9UE Dear Steven:Molecular Devices Corp • March 16th, 2005 • Laboratory analytical instruments • England
Please read the enclosed carefully and return one signed and dated copy of the Terms and Conditions of Employment (this letter), and one signed and dated copy of the enclosed Employee Confidentiality and Inventions Agreement.
EXHIBIT 10.41 [Molecular Devices Corporation letterhead] April 11, 2002 Timothy A. Harkness c/o Molecular Devices Corporation 1311 Orleans Drive Sunnyvale, CA 94089 Dear Tim: This will serve to confirm the agreement of Molecular Devices Corporation...Molecular Devices Corp • March 27th, 2003 • Laboratory analytical instruments
May 25, 2004Molecular Devices Corp • May 26th, 2004 • Laboratory analytical instruments
MOLECULAR DEVICES CORPORATION Sunnyvale, CA 94089-1136Molecular Devices Corp • February 13th, 2007 • Laboratory analytical instruments
MDS Inc. (the “Prospective Acquirer”) and Molecular Devices Corporation (“Target”) contemplate engaging in continuing negotiations regarding the possible purchase by the Prospective Acquirer of all of the stock of Target (the “Possible Transaction”). In anticipation of these negotiations, the Prospective Acquirer and Target (collectively, the “Parties”) agree as follows:
FIRST AMENDMENT TO LEASEMolecular Devices Corp • March 16th, 2006 • Laboratory analytical instruments
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • January 29th, 2007 • Molecular Devices Corp • Laboratory analytical instruments • Delaware
This Amendment No. 1 to Rights Agreement (the “Amendment”) is made as of the 28th day of January, 2007, by and between Molecular Devices Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (successor-in-interest to EquiServe Trust Company, N.A.) (the “Rights Agent”).
February 13, 2007 Dear Molecular Devices Corporation Stockholder:Merger Agreement • February 13th, 2007 • Molecular Devices Corp • Laboratory analytical instruments
We are pleased to inform you that on January 28, 2007, Molecular Devices Corporation (“Molecular Devices”) entered into an Agreement and Plan of Merger (the “Merger Agreement “) with MDS Inc. (“MDS “) and Monument Acquisition Corp., an indirect wholly-owned subsidiary of MDS (“Purchaser”).
EXHIBIT 10.18 CONFIDENTIAL September 3, 1997 Andrew Galligan Chief Financial Officer Molecular Devices Corporation 1311 Orleans Drive Sunnyvale, California 94089-1136 Dear Andrew: In view of your position as a Corporate Senior Manager at Molecular...Molecular Devices Corp • March 26th, 1998 • Laboratory analytical instruments
MOLECULAR DEVICES CORPORATION AMENDED KEY EMPLOYEE AGREEMENT FOR TIMOTHY A. HARKNESSEmployee Agreement • March 16th, 2005 • Molecular Devices Corp • Laboratory analytical instruments • California
This Amended Employment Agreement (“Agreement”) is entered into as of the 17th day of December 2004, by and between Timothy A. Harkness (“Executive”) and Molecular Devices Corporation, a Delaware corporation (the “Company”).
MOLECULAR DEVICES CORPORATION 1995 STOCK OPTION PLAN STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORStock Option Agreement • April 18th, 2005 • Molecular Devices Corp • Laboratory analytical instruments
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, Molecular Devices Corporation (the “Company”) has granted you an option under its 1995 Stock Option Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
