Impath Inc Sample Contracts

Impath Inc – IMPATH ANNOUNCES EXCLUSIVE AGREEMENT WITH CELL ANALYSIS (March 16th, 2004)

EXHIBIT 99.2 Contact: [Impath logo] Iris D. Daniels IMPATH Inc. Investor Relations (212) 698-0300 -------------------------------------------------------------------------------- News Release -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE IMPATH ANNOUNCES EXCLUSIVE AGREEMENT WITH CELL ANALYSIS FOR AUTOMATED QUANTITATION OF IHC NEW YORK, NY, MARCH 16, 2004 - IMPATH INC. (IMPHQ.PK) today announced that it has entered into an agreement with Cell Analysis under which IMPATH will provide Cell Analysis' Q

Impath Inc – IMPATH ENTERS INTO NATIONAL AGREEMENT WITH HUMANA (March 16th, 2004)

EXHIBIT 99.1 Contact: [Impath logo] Iris D. Daniels IMPATH Inc. Investor Relations (212) 698-0300 -------------------------------------------------------------------------------- News Release -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE IMPATH ENTERS INTO NATIONAL AGREEMENT WITH HUMANA NEW YORK, NEW YORK, MARCH 11, 2004 - IMPATH INC. (OTC: IMPHQ.PK) announced today that it has entered into a multi-year Provider Participation Agreement with Humana Inc. (NYSE: HUM) that adds IMPATH to Humana's nationwide network of phys

Impath Inc – ASSET PURCHASE AGREEMENT (March 4th, 2004)

EXHIBIT 99.2 [Impath logo] [genzyme logo] -------------------------------------------------------- ASSET PURCHASE AGREEMENT BY AND AMONG IMPATH INC., IMPATH PHYSICIAN SERVICES, INC., IMPATH PREDICTIVE ONCOLOGY, INC. AND GENZYME CORPORATION ----------------- Dated as of February 27, 2004 -------------------------------------------------------- TABLE OF CONTENTS PAGE

Impath Inc – REVOLVING CREDIT AND GUARANTEE AGREEMENT (October 8th, 2003)

================================================================================ EXHIBIT 10.1 $15,000,000 REVOLVING CREDIT AND GUARANTEE AGREEMENT among IMPATH INC., as Borrower, IMPATH PREDICTIVE ONCOLOGY, INC., MEDICAL REGISTRY SERVICES, INC., IMPATH INFORMATION SERVICES, INC., TAMTRON CORPORATION, and IMPATH PHYSICIAN SERVICES, INC. as Guarantors, The Several Lenders from Time to Time Parties Hereto, FLEET NATIONAL BANK as Administrative Age

Impath Inc – IMPATH is in the business of improving outcomes for cancer patients. The Company is the leading source of cancer information and analyses with a database of over 1 million patient profiles and outcomes data on more than 2.3 million individuals. IMPATH Physician Services uses sophisticated technologies to provide patient-specific cancer diagnostic and prognostic information to more than 8,300 pathologists and oncologists in over 2,000 hospitals and 570 oncology practices. Utilizing its comprehensive resources, IMPATH Predictive Oncology serves genomics, biotechnology and pharmaceutical companie (February 12th, 2003)
Impath Inc – Contract (August 14th, 2002)

10.31 August 7, 2002 Anu D. Saad, Ph.D. C/O Impath Inc. 521 West 57th Street New York, NY 10019 Dear Anu: The purpose of this letter agreement (the “Agreement”) is to set forth the terms of the benefits that you will be entitled to receive if IMPATH Inc. (the “Company”) undergoes a Change of Control (as defined below) and to supplement and conform that certain letter agreement, dated December 12, 1997 (the “Letter Agreement”), between you and the Company, with this Agreement. 1. As used in connection with the following definition of Change in Control, “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act; “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act; “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time; “Parent” shall mean any entity that becomes the Beneficial Owner of at least 80% of the voting power of the outstanding voting securities of

Impath Inc – Contract (August 14th, 2002)

The Corporation Trust Company 1209 Orange Street, Corporate Trust Center Wilmington, Delaware 19801 County of New Castle, Delaware

Impath Inc – PRESS RELEASE (July 23rd, 2002)

Exhibit 99.1 ------------ PRESS RELEASE ------------- IMPATH INC. BOARD ADOPTS STOCKHOLDER RIGHTS PLAN New York, New York, July 19, 2002, -- IMPATH Inc. (Nasdaq: IMPH) today announced that its Board of Directors has adopted a Stockholder Rights Plan ("Rights Plan") designed to protect company stockholders in the event of takeover activity that would deny them the full value of their investment. The Rights Plan was not adopted in response to any specific takeover threat. In adopting the Rights Plan, the Board declared a dividend distribution of one preferred stock purchase right for each outstanding share of common stock of the Company, payable to stockholders of record at the close of business on August 1, 2002. The rights will become exercisable only in th

Impath Inc – RIGHTS AGREEMENT (July 23rd, 2002)

Exhibit 4.1 ----------- RIGHTS AGREEMENT by and between IMPATH INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent ----------------- Dated as of July 19, 2002 TABLE OF CONTENTS Section Page ------- ---- Section 1 Ce

Impath Inc – Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each sto (July 22nd, 2002)
Impath Inc – ARTICLE IV CAPITAL STOCK The total number of shares of capital stock which the corporation shall have authority to issue is One Million (1,000,000) shares of preferred stock, $.01 par value per share (the “Preferred Stock”), and Seventy Million (70,000,000) shares of common stock, $.005 par value per share (the “Common Stock”). (a) Common Stock Section 1. Voting Rights. The holders of shares of Common Stock shall be entitled to one vote for each share so held with respect to all matters voted on by the shareholders of the corporation. Section 2. Liquidation Rights. Subject to the liquidation r (July 22nd, 2002)
Impath Inc – 3. All other sections of the Credit Agreement remain unchanged and in full force and effect. 4. Borrowers hereby reaffirm all covenants, representations, warranties, and agreements contained in the Credit Agreement and certify that except as otherwise specifically indicated herein, all representations made in the Credit Agreement remain correct and accurate. Except as herein amended, the Credit Agreement shall remain unmodified and in full force and effect and binding upon the parties thereto. [Signature page follows] - 2 - (April 1st, 2002)

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered by the proper and duly authorized officers as of the date and year first above written.

Impath Inc – “Agreement” means this Credit Agreement, as amended, supplemented, or modified from time to time. “Alternate Base Rate” means the greater of (a) the Prime Rate or (b) the Federal Funds Rate plus .50 % per annum. “Alternate Base Rate Loan” or “ABR Loan” means any Loan when and to the extent that the interest rate therefor is determined by reference to the Alternate Base Rate. “Applicable Margin” means: If the ratio of Total Funded Debt to Pro Forma EBITDA as set forth in Section 7.03 hereof is: APPLICABLE MARGIN (April 1st, 2002)

The determination of the applicable percentage pursuant to the table set forth above shall be made on a quarterly basis based on an examination of the financial statements of Borrowers and Subsidiaries which financial statements, whether annual or quarterly, shall indicate that there exists no Default or Event of Default hereunder. Each determination of the Applicable Margin shall be effective as of the first day of the calendar month following the date on which the financial statements on which such determination was based were received by the Agent. In the event that financial statements for the four full fiscal quarters most recently completed prior to such date of determination have not been delivered to the Agent in compliance with Section 5.08(a) or 5.08(b), then the Agent may determine, in its reasonable judgment, the ratio referred to above that would have been in effect as at such date, and, consequently, the Applicable Margin in effect for the period commencing on such date.

Impath Inc – AGREEMENT AND PLAN OF MERGER (February 4th, 2002)

EXHIBIT 10.1 ------------ AGREEMENT AND PLAN OF MERGER BY AND AMONG TAMTRON CORPORATION, WARWICK ACQUISITION CORP. AND IMPATH INC. --------------- Dated as of January 7, 2002 --------------- TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS...........................................................

Impath Inc – 2000 LONG TERM INCENTIVE PLAN (August 2nd, 2001)

EXHIBIT 4(ii) IMPATH INC. 2000 LONG TERM INCENTIVE PLAN SECTION 1. Purpose. The purposes of this IMPATH Inc. 2000 Long Term Incentive Plan (the "Plan") are to encourage selected employees, officers, directors and consultants of, and other individuals providing services to, IMPATH Inc. (together with any successor thereto, the "Company") and its Affiliates (as defined below) to acquire a proprietary interest in the growth and performance of the Company, to generate an increased incentive to contribute to the Company's future success and prosperity thus enhancing the value of the Company for the benefit of its stockholders, and to enhance the ability of the Company and its Affiliates to attract and retain exceptionally qualified individuals upon whom, in large measure, the sustained progress, growth and profitability of the Company depend. SECTIO

Impath Inc – 1999 LONG TERM INCENTIVE PLAN (August 2nd, 2001)

EXHIBIT 4(i) IMPATH INC. 1999 LONG TERM INCENTIVE PLAN SECTION 1. Purpose. The purposes of this IMPATH Inc. 1999 Long Term Incentive Plan (the "Plan") are to encourage selected employees, officers, directors and consultants of, and other individuals providing services to, IMPATH Inc. (together with any successor thereto, the "Company") and its Affiliates (as defined below) to acquire a proprietary interest in the growth and performance of the Company, to generate an increased incentive to contribute to the Company's future success and prosperity thus enhancing the value of the Company for the benefit of its stockholders, and to enhance the ability of the Company and its Affiliates to attract and retain exceptionally qualified individuals upon whom, in large measure, the sustained progress, growth and profitability of the Company depend. SECTION

Impath Inc – Employee Warrant Certificate (May 5th, 2000)

EXHIBIT 4(i) IMPATH INC. Employee Warrant Certificate ---------------------------- Date of Grant: Name of Employee: Number of Shares: Price Per Share: This is to certify that, effective on the date of grant specified above, the Board of Directors (the "Board") of IMPATH Inc. (the "Company") has granted to the above-named employee (the "Employee") a warrant to purchase from the Company, for the price per share set forth above, the number of shares of Common Stock, $.005 par value (the "Stock"), of the Company set forth above. The terms and conditions of the warrant granted hereby are as follows: 1. The price at which each share of Stock subject to this warrant may be purchased shall be the price set forth above, subject to any adjustments which may be m

Impath Inc – THIS WARRANT CERTIFICATE AND THE WARRANTS EVIDENCED HEREBY HAVE NOT BEEN (March 13th, 1998)

Exhibit 4 THIS WARRANT CERTIFICATE AND THE WARRANTS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") BUT HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL EITHER (i) THE HOLDER THEREOF SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION THEREOF UNDER THE SECURITIES ACT IS NOT REQUIRED OR (ii) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT THERETO SHALL HAVE BECOME EFFECTIVE. No. W97-1 20,000 Warrants WARRANT CERTIFICATE Warrants to subscribe for and purchase shares of Common Stock, par value $.005, of

Impath Inc – 1997 LONG TERM INCENTIVE PLAN (March 10th, 1998)

EXHIBIT 4(i) IMPATH INC. 1997 LONG TERM INCENTIVE PLAN SECTION 1. Purpose. The purposes of this IMPATH Inc. 1997 Long Term Incentive Plan (the "Plan") are to encourage selected employees, officers, directors and consultants of, and other individuals providing services to, IMPATH Inc. (together with any successor thereto, the "Company") and its Affiliates (as defined below) to acquire a proprietary interest in the growth and performance of the Company, to generate an increased incentive to contribute to the Company's future success and prosperity thus enhancing the value of the Company for the benefit of its shareholders, and to enhance the ability of the Company and its Affiliates to attract and retain exceptionally qualified individuals upon whom, in large measure, the sustained progress, growth and profitability of the Company depend. SEC

Impath Inc – STANDARD FORM OF LOFT LEASE (March 10th, 1998)

Exhibit 10.19 [Conformed Copy] STANDARD FORM OF LOFT LEASE The Real Estate Board of New York, Inc. Agreement of Lease, made as of this 26th day of June 1997, between INTERNATIONAL FLAVORS & FRAGRANCES INC., a corporation organized under the laws of the State of New York with its principal office at 521 W. 57th St., New York, NY 10019, party of the first part, hereinafter referred to as OWNER, and IMPATH INC., a corporation organized under the laws of the State of Delaware, with its principal office currently located at 1010 Third Ave., New York, NY 10021, party of the second part, hereinafter referred to as TENANT. Witnesseth: Owner hereby leases to Tenant and Tenant hereby hires from Owner the entire sixth (6th) Floor in the building known as 521 West 57th Street, City of New York (as ind