1 EXHIBIT 10.37 STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 28th, 1998 • Digene Corp • In vitro & in vivo diagnostic substances • Maryland
BETWEENDistribution Agreement • September 12th, 1997 • Digene Corp • In vitro & in vivo diagnostic substances • Maryland
FINAL EXECUTED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 21st, 2002 • Digene Corp • In vitro & in vivo diagnostic substances • Delaware
UNDERWRITING AGREEMENTUnderwriting Agreement • October 9th, 1997 • Digene Corp • In vitro & in vivo diagnostic substances • New York
1 Exhibit 10.2 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CUSTOMER TRANSFER AGREEMENT This serves to...Escrow Agreement • May 14th, 1997 • Digene Corp • In vitro & in vivo diagnostic substances • Maryland
1 2 performance of his duties for the business of the Company except to the extent that the Board may specifically approve any outside interests. The Executive shall not, directly or indirectly, without the consent of a majority of the Board, as...Employment Agreement • February 24th, 1997 • Digene Corp • In vitro & in vivo diagnostic substances • Delaware
EXHIBIT 99.1 STOCKHOLDERS AGREEMENT THIS STOCKHOLDERS AGREEMENT, dated February 19, 2002, is made and entered into by and among Cytyc Corporation, a Delaware corporation ("Parent"), Cruiser, Inc., a Delaware corporation and wholly-owned subsidiary of...Stockholders Agreement • February 21st, 2002 • Digene Corp • In vitro & in vivo diagnostic substances • Delaware
2- 3 the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to...Purchase Agreement • November 22nd, 1999 • Digene Corp • In vitro & in vivo diagnostic substances • New York
WITNESSETHLicense Agreement • September 28th, 2000 • Digene Corp • In vitro & in vivo diagnostic substances
Exhibit 99(e)(8) EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement") dated and entered into this 19th day of February, 2002 by and between Charles M. Fleischman (the "Executive") and Digene Corporation ("Digene" or the "Company"). WHEREAS, the...Employment Agreement • March 1st, 2002 • Digene Corp • In vitro & in vivo diagnostic substances
LEASEDigene Corp • May 15th, 1998 • In vitro & in vivo diagnostic substances • Maryland
AMENDMENT TO THE RESELLER AGREEMENT DATED 22ND DAY OF JULY, 1996 AND 24TH DAY OF JULY, 1997Digene Corp • May 15th, 2001 • In vitro & in vivo diagnostic substances
WITNESSETHEmployment Agreement • September 12th, 1997 • Digene Corp • In vitro & in vivo diagnostic substances • Delaware
AGREEMENTMarketing and Distribution Agreement • December 21st, 1999 • Digene Corp • In vitro & in vivo diagnostic substances • Illinois
1 EXHIBIT 10.3 FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT This First Amendment (the "First Amendment") to the Distribution Agreement between Digene Diagnostics, Inc. (now known as Digene Corporation) ("Digene") and Murex Biotech Limited ("MBL")...The Distribution Agreement • May 14th, 1997 • Digene Corp • In vitro & in vivo diagnostic substances • Maryland
Exhibit 99(e)(10) EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement") dated and entered into this 19th day of February, 2002 by and between Donna Marie Seyfried (the "Executive") and Digene Corporation ("Digene" or the "Company"). WHEREAS, the...Employment Agreement • March 1st, 2002 • Digene Corp • In vitro & in vivo diagnostic substances
CHANGE IN CONTROL EMPLOYMENT AGREEMENTChange in Control Employment Agreement • February 2nd, 2007 • Digene Corp • In vitro & in vivo diagnostic substances • Maryland
The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its stockholders to assure that the Company and its subsidiaries will have the continued dedication of the Employee, notwithstanding the possibility, threat, or occurrence of a Change in Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Employee by virtue of the personal uncertainties and risks created by a threatened or pending Change in Control, to encourage the Employee’s full attention and dedication to the Company currently and in the event of any threatened or pending Change in Control, and to provide the Employee with compensation arrangements upon a Change in Control that provide the Employee with individual financial security and which are competitive with those of other comparably situated companies and, in order to accomplish these objectives, the Board has authorized the Company to e
EMPLOYMENT AGREEMENTEmployment Agreement • February 2nd, 2007 • Digene Corp • In vitro & in vivo diagnostic substances • Maryland
This EMPLOYMENT AGREEMENT, dated as of November 13, 2006, is by and between Daryl J. Faulkner (the “Executive”) and Digene Corporation, a Delaware corporation (the “Company”). The Executive and the Company agree as follows:
EXHIBIT 4.1 TRANSACTION OPTION AGREEMENT THIS TRANSACTION OPTION AGREEMENT (this "Agreement") is entered into as of February 19, 2002, by and between Cytyc Corporation, a Delaware corporation ("Parent"), and Digene Corporation, a Delaware corporation...Transaction Option Agreement • February 21st, 2002 • Digene Corp • In vitro & in vivo diagnostic substances • Delaware
Exhibit 99(e)(11) NONCOMPETITION, NONDISCLOSURE AND DEVELOPMENTS AGREEMENT This NONCOMPETITION, NONDISCLOSURE AND DEVELOPMENTS AGREEMENT (hereinafter the "Agreement") is entered into as of the 19th day of February 2002, by and between Donna Marie...Nondisclosure and Developments Agreement • March 1st, 2002 • Digene Corp • In vitro & in vivo diagnostic substances • Maryland
DIGENE CORPORATION 3,000,000 Shares of Common Stock Underwriting AgreementDigene Corp • November 16th, 2005 • In vitro & in vivo diagnostic substances • New York
Digene Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities Inc. is acting as representative (the “Representative”), an aggregate of 2,000,000 shares and, at the option of the Underwriters, up to an additional 300,000 shares, of Common Stock, par value $0.01 per share, of the Company (the “Stock”) and Armonk Partners (the “Selling Stockholder”) proposes to sell to the Underwriters an aggregate of 1,000,000 shares and, at the option of the Underwriters, up to additional 150,000 shares of Stock. The aggregate of 3,000,000 shares to be sold by the Company and the Selling Stockholder is herein called the “Underwritten Shares” and the aggregate of 450,000 additional shares to be sold by the Company and the Selling Stockholder is herein called the “Option Shares”. The Underwritten Shares and the Option Shares are herein referred to as the “Shares”.
Exhibit 99(e)(9) NONCOMPETITION, NONDISCLOSURE AND DEVELOPMENTS AGREEMENT This NONCOMPETITION, NONDISCLOSURE AND DEVELOPMENTS AGREEMENT (hereinafter the "Agreement") is entered into as of the 19th day of February 2002, by and between Charles M....And Developments Agreement • March 1st, 2002 • Digene Corp • In vitro & in vivo diagnostic substances • Maryland
WITNESSETHEmployment Agreement • February 12th, 1999 • Digene Corp • In vitro & in vivo diagnostic substances • Delaware
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 15th, 2002 • Digene Corp • In vitro & in vivo diagnostic substances • Delaware
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 29th day of April, 2001, by and between Digene Corporation, a Delaware corporation (“Digene”), and Roche Molecular Systems, Inc., a Delaware corporation and an affiliate of F. Hoffman-La Roche, Ltd., a corporation organized under the laws of Switzerland (collectively, “Roche”).
INDEMNITY AND CONTRIBUTION AGREEMENTIndemnity and Contribution Agreement • November 16th, 2005 • Digene Corp • In vitro & in vivo diagnostic substances • New York
This Indemnity and Contribution Agreement (this “Agreement”), dated November 15, 2005, is by and between Digene Corporation, a Delaware corporation (the “Company”) and Armonk Partners, a Connecticut partnership (the “Selling Stockholder”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 14th, 2002 • Digene Corp • In vitro & in vivo diagnostic substances • Delaware
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 28th day of January, 2002, by and between Digene Corporation, a Delaware corporation (“Digene”), and Abbott Laboratories, an Illinois corporation (“Abbott”).
December 20, 2002 CONFIDENTIAL Roche Molecular Systems, Inc. 4300 Hacienda Drive Pleasanton, CA 94588-2722 Attention: Peter Saladin, Vice President, Finance Re: Amendment No. 3 to the Letter Agreement Dear Peter:Digene Corp • February 7th, 2003 • In vitro & in vivo diagnostic substances
On April 29, 2001, Roche Molecular Systems, Inc., a Delaware corporation and an affiliate of F. Hoffmann-La Roche, Ltd., a corporation organized under the laws of Switzerland (“Roche”), and Digene Corporation, a Delaware corporation (“Digene”), entered into a letter agreement to set forth the understanding between Roche and Digene regarding the sale, marketing and distribution of Digene’s Hybrid Capture® HPV products and the negotiation of a strategic collaboration and relationship, which letter agreement was amended by the Amendment to the Letter Agreement dated September 7, 2001 (which is hereinafter referred to as Amendment No. 1) and the Amendment to the Letter Agreement dated October 24, 2001 (which is hereinafter referred to as Amendment No. 2). The Letter Agreement dated April 29, 2001, Amendment No. 1 and Amendment No. 2 are collectively hereinafter referred to as the “Letter Agreement”. The purpose of this letter agreement (“Amendment No. 3”) is to amend certain terms of the L
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2002 • Digene Corp • In vitro & in vivo diagnostic substances • New York
This Agreement is being entered into pursuant to the Purchase Agreement, dated as of the date hereof, by and between the Company and the Purchaser (the “Purchase Agreement”).
SETTLEMENT AND LICENSE AGREEMENTSettlement and License Agreement • November 8th, 2004 • Digene Corp • In vitro & in vivo diagnostic substances • Delaware
Plaintiff-Counterclaim Defendant Enzo Life Sciences, Inc., Defendant-Counterclaim-Plaintiff Digene Corporation and Additional Counterclaim Defendant Enzo Biochem, Inc. have agreed to settle all claims arising out of the pleadings in this action, and all actions that could have been raised known or unknown with respect to the accused products, on terms including entry of the following Joint Stipulation and Order of Dismissal with Prejudice and a combined Settlement and License Agreement. Therefore, it is hereby stipulated by the parties and,
ORIGINAL EQUIPMENT MANUFACTURER SUPPLY AGREEMENTOriginal Equipment Manufacturer Supply Agreement • September 27th, 2001 • Digene Corp • In vitro & in vivo diagnostic substances • Delaware
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH “*” AND BRACKETS AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
AGREEMENT AND PLAN OF MERGER BY AND AMONG QIAGEN N.V., QIAGEN NORTH AMERICAN HOLDINGS, INC., QIAGEN MERGER SUB, LLC AND DIGENE CORPORATION Dated June 3, 2007Agreement and Plan of Merger • June 4th, 2007 • Digene Corp • In vitro & in vivo diagnostic substances • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), made and entered into June 3, 2007 by and among QIAGEN N.V., a public limited liability company (Naamloze Vennootschap) organized in the Kingdom of The Netherlands (“Parent”), QIAGEN North American Holdings, Inc., a California corporation and wholly owned Subsidiary of Parent (“NAH”), QIAGEN MERGER SUB, LLC, a Delaware limited liability company and wholly owned Subsidiary of NAH (“Merger Sub”) and DIGENE CORPORATION, a Delaware corporation (the “Company”). Parent, NAH, Merger Sub and the Company are sometimes referred to herein each individually as a “Party” and, collectively, as the “Parties.” Certain capitalized terms used herein shall have the respective meanings ascribed thereto in Section 9.13.
1 Exhibit 10.1 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. AGENCY AND SALES REPRESENTATION AGREEMENT...Agency and Sales Representation Agreement • May 14th, 1997 • Digene Corp • In vitro & in vivo diagnostic substances • Maryland
CYTYC CORPORATION 85 SWANSON RD BOXBOROUGH, MA 01719Digene Corp • March 1st, 2002 • In vitro & in vivo diagnostic substances • Delaware
Solely in order to evaluate a possible negotiated transaction (the "Proposed Transaction") between Cytyc Corporation ("Cytyc") and Digene Corporation ("Digene"), each may disclose and deliver to the other party certain information about its properties, employees, finances, businesses, operations and prospects (such party when disclosing such information being the "Disclosing Party" and such party when receiving such information being the "Receiving Party"). All such information furnished by the Disclosing Party or its Representatives (as defined below), whether furnished before or after the date hereof, whether oral or written, and regardless of the manner in which it is furnished, is referred to in this letter agreement as "Proprietary Information." The term "Proprietary Information" also shall be deemed to include all notes, analyses, compilations, studies, interpretations or other documents prepared by the Receiving Party or its Representatives which contain, reflect or are based up
AMENDED AND RESTATED RESELLER AGREEMENTReseller Agreement • February 13th, 2004 • Digene Corp • In vitro & in vivo diagnostic substances • Massachusetts
THIS AGREEMENT is made as of the 10th day of December, 2003, by Applera Corporation, a Delaware corporation, acting through its Applied Biosystems Group (“Applied Biosystems”), with a principal place of business at 35 Wiggins Avenue, Bedford, Massachusetts 01730, U.S.A., and Digene Corporation, a Delaware corporation (“Digene”), with its principal place of business at 1201 Clopper Road, Gaithersburg, Maryland 20878, U.S.A.
EMPLOYMENT SEPARATION AGREEMENT AND RELEASEEmployment Separation Agreement and Release • August 24th, 2006 • Digene Corp • In vitro & in vivo diagnostic substances
This Employment Separation Agreement and Release (the “Agreement”) is made and entered into this 15th day of August, 2006, by and between Digene Corporation, a Delaware corporation (the “Company”), and Charles M. Fleischman (the “Executive”). The Company and the Executive are sometimes referred to as the “Parties” or individually as a “Party.”
