1 EXHIBIT 10.16 LEASE AGREEMENTLease Agreement • March 31st, 1998 • Bioreliance Corp • Services-commercial physical & biological research • Maryland
LOAN AGREEMENTLoan Agreement • August 13th, 1999 • Bioreliance Corp • Services-commercial physical & biological research • Maryland
RECITALS:Lease Agreement • March 31st, 1998 • Bioreliance Corp • Services-commercial physical & biological research
2. Loan Agreement applies to the new debt as evidenced by Note dated June 27, 1996 for $1,800,000.00.Loan Agreement • July 1st, 1997 • Bioreliance Corp • Services-commercial physical & biological research
1 EXHIBIT 1.1 2,100,000 Shares BIORELIANCE CORPORATION COMMON STOCK (PAR VALUE $0.01 PER SHARE) UNDERWRITING AGREEMENT Morgan Stanley & Co. Incorporated Hambrecht & Quist LLC c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036...Bioreliance Corp • July 21st, 1997 • Services-commercial physical & biological research • New York
3 5 (i) The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement will not contravene any provision of applicable law or the certificate of incorporation or by-laws of the Company or any...Underwriting Agreement • July 25th, 1997 • Bioreliance Corp • Services-commercial physical & biological research • New York
LEASE BETWEENBioreliance Corp • May 15th, 1998 • Services-commercial physical & biological research • Maryland
EXHIBIT 10.33 ------------- EMPLOYMENT AGREEMENT -------------------- THIS AGREEMENT, effective the 1st day of October, 1998, by and between BioReliance Corporation and all of its subsidiary companies and its successors or assigns (the "Corporation")...Agreement • November 16th, 1998 • Bioreliance Corp • Services-commercial physical & biological research • Maryland
WITNESS: LANDLORD: Redgate III Limited Partnership ---------------------------- ------------------------------------- William M. Rickman, Jr. ATTEST: TENANT: Microbiological Associates, Inc. ----------------------------...Lease Agreement • July 1st, 1997 • Bioreliance Corp • Services-commercial physical & biological research
EMPLOYMENT AGREEMENT BETWEEN BIORELIANCE CORPORATION AND JOHN E. McENTIRE, Ph.D.Employment Agreement • March 30th, 2000 • Bioreliance Corp • Services-commercial physical & biological research • Maryland
2 3 (e) "Commitment" shall mean the commitment letter from the Lender to the Borrower and the Guarantors dated February 19, 1998.Loan Agreement • May 15th, 1998 • Bioreliance Corp • Services-commercial physical & biological research • Maryland
PROFESSIONAL SERVICES AGREEMENT BETWEEN BIORELIANCE CORPORATION AND JEFFREY M. OSTROVE, PH.D.Professional Services Agreement • March 31st, 1998 • Bioreliance Corp • Services-commercial physical & biological research
3 4 Lender is not otherwise obligated to provide the Guarantor with notice thereof; and (c) after an Event of Default assign or otherwise transfer the Loan Documents or this Agreement or any interest therein or herein. The obligations of the Guarantor...Bioreliance Corp • May 15th, 1998 • Services-commercial physical & biological research • Maryland
1 EXHIBIT 10.36 NOTE MODIFICATION AGREEMENT BY AND BETWEEN NATIONSBANK, N.A. ("BANK"/"LENDER") ANDNote Modification Agreement • August 13th, 1999 • Bioreliance Corp • Services-commercial physical & biological research
2 3 trustees named therein and the Beneficiary (the Leasehold Deed of Trust and Security Agreement as thereafter amended from time to time is hereinafter called the "Deed of Trust").Trust and Security Agreement • May 15th, 1998 • Bioreliance Corp • Services-commercial physical & biological research • Delaware
EXHIBIT 10.18 CONSENT OF GUARANTOR The undersigned BIORELIANCE CORP., a Delaware corporation, Guarantor, has executed a certain Guaranty of Lease dated October 16, 1997 (the "Guaranty") guaranteeing the obligations of MA BIOSERVICES, INC., a Delaware...Bioreliance Corp • March 31st, 1998 • Services-commercial physical & biological research
Net Income + Depreciation & Amortization Expenses + Interest Expense + Rent & Lease Expense ----------------------------------------------------------------- --------------- Debt Service + Capital Expenditures + Dividends Paid + Rent & Lease ExpenseModification of Loan Agreement • July 1st, 1997 • Bioreliance Corp • Services-commercial physical & biological research
EXHIBIT 10.19 RELEASE AND SEPARATION AGREEMENT This Agreement, effective this 26th day of November, 1997 by and between BioReliance Corporation and all its subsidiary companies, including MA BioServices, Inc., (together referred herein as, "the...Release and Separation Agreement • March 31st, 1998 • Bioreliance Corp • Services-commercial physical & biological research • Maryland
EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2003 • Bioreliance Corp • Services-commercial physical & biological research • Maryland
THIS AGREEMENT is effective the 8th day of January, 2003 by and between BioReliance Corporation, a Delaware corporation with principal offices located at 14920 Broschart Road, Rockville, Maryland 20850, and all of its subsidiary companies and its successors or assigns (the “Corporation”) and David E. Jackson (the “Executive”).
RECITALSAssignment and Security Agreement • May 15th, 1998 • Bioreliance Corp • Services-commercial physical & biological research
1 2 EXHIBIT 10.39Trust Note Modification Agreement • March 30th, 2000 • Bioreliance Corp • Services-commercial physical & biological research • Maryland
RECITALSReplacement Loan Agreement • March 30th, 2000 • Bioreliance Corp • Services-commercial physical & biological research • Maryland
NOTE MODIFICATION AND EXTENSION AGREEMENTNote Modification and Extension Agreement • July 1st, 1997 • Bioreliance Corp • Services-commercial physical & biological research
EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2002 • Bioreliance Corp • Services-commercial physical & biological research • Maryland
THIS AGREEMENT is effective the 31st day of December, 2001 by and between BioReliance Corporation, a Delaware corporation with principal offices located at 14920 Broschart Road, Rockville, Maryland 20850, and all of its subsidiary companies and its successors or assigns (the “Corporation”) and Ronald R. Baker (the “Executive”).
2 3 4. Interest. Commencing as of the 1st day of April, 1998, until all sums due under the Loan shall be repaid in full, the unpaid principal balance of the Note shall bear interest at a rate which is at all times equal to the fluctuating at the LIBOR...Second Note Modification Agreement • May 15th, 1998 • Bioreliance Corp • Services-commercial physical & biological research • Maryland
EMPLOYEE CONFIDENTIALITY, TRADE SECRETS AND NONCOMPETITION AGREEMENTBioreliance Corp • November 14th, 2002 • Services-commercial physical & biological research • Maryland
Exhibit B-1 FORM OF REVOLVING NOTECredit Agreement • October 8th, 2003 • Bioreliance Corp • Services-commercial physical & biological research
FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to ______or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Revolving Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”) dated as of August 12, 2003 among BioReliance Corporation, a Delaware corporation (“BioReliance”), BioReliance (Glasgow) Ltd., a Scottish private limited company (the “Foreign Borrower”; together with BioReliance, the “Borrowers”), the Guarantors identified therein, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent, Security Trustee and L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.
BETWEENLease-Purchase Agreement • May 15th, 1998 • Bioreliance Corp • Services-commercial physical & biological research • Maryland
VOTING AND TENDER AGREEMENT by and among INVITROGEN CORPORATION and SIDNEY R. KNAFEL, DOUGLAS R. KNAFEL 1978 TRUST, ANDREW G. KNAFEL 1978 TRUST, DOUGLAS R. AND ANDREW G. KNAFEL 1976 TRUST, DOUGLAS R. KNAFEL 1983 TRUST, ANDREW G. KNAFEL, KNAFEL FAMILY...Voting and Tender Agreement • January 5th, 2004 • Bioreliance Corp • Services-commercial physical & biological research • Delaware
This Voting and Tender Agreement (this “Agreement”) is entered into as of December 24, 2003, by and among Invitrogen Corporation, a Delaware corporation (“Parent”), and Sidney R. Knafel, Douglas R. Knafel 1978 Trust, Andrew G. Knafel 1978 Trust, Douglas R. and Andrew G. Knafel 1976 Trust, Douglas R. Knafel 1983 Trust, Andrew G. Knafel, Knafel Family Foundation, Estate of Susan R. Knafel and ICI Communications, Inc. (collectively, the “Stockholders”).
FOURTH MODIFICATION AGREEMENT — LEASEHOLD DEED OF TRUST AND SECURITY AGREEMENTFourth Modification Agreement • April 1st, 2002 • Bioreliance Corp • Services-commercial physical & biological research • Maryland
THIS FOURTH MODIFICATION AGREEMENT — LEASEHOLD DEED OF TRUST AND SECURITY AGREEMENT (this “Amendment”) is made as of the 1st day of October, 2001 by and among BIORELIANCE CORPORATION, a corporation organized and in good standing under the laws of State of Delaware, successor in interest to and formerly known of record as MICROBIOLOGICAL ASSOCIATES, INC., (the “Grantor”), ELIZABETH F. SHORE, as trustee (the “Trustee”) and BANK OF AMERICA, N.A., successor to NATIONSBANK, N.A., a national banking association successor-in-interest to MARYLAND NATIONAL BANK, a national banking association (the “Beneficiary”).
DATE PARTIES OPERATIVE PROVISIONSBioreliance Corp • January 8th, 2004 • Services-commercial physical & biological research
FOURTH AMENDMENT TO AMENDED AND RESTATED REPLACEMENT LOAN AGREEMENTReplacement Loan Agreement • April 1st, 2002 • Bioreliance Corp • Services-commercial physical & biological research • Maryland
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED REPLACEMENT LOAN AGREEMENT (the “Agreement”) is made this 1st day of October, 2001 by and among BIORELIANCE CORPORATION, a corporation organized and in good standing under the laws of the State of Delaware, successor in interest to Microbiological Associates, Inc. (the “Company”), BIORELIANCE TESTING AND DEVELOPMENT, LLC, a limited liability company organized and in good standing under the laws of the State of Delaware (“BT&D LLC”), BIORELIANCE MANUFACTURING, LLC, a limited liability company organized and in good standing under the laws of the State of Delaware (“BMF LLC”) and BIORELIANCE VIRAL MANUFACTURING, INC. (formerly known as Magenta Viral Production, Inc.), successor in interest to BioReliance Testing and Development, Inc. and BioReliance Manufacturing, Inc., a corporation organized and in good standing under the laws of the State of Delaware (“Viral Manufacturing”; together with the Company, BT&D LLC, and BMF LLC, each a “Borrower”
PLEDGE AGREEMENTPledge Agreement • October 8th, 2003 • Bioreliance Corp • Services-commercial physical & biological research • New York
THIS PLEDGE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Pledge Agreement”) dated as of September 22, 2003 is by and among the parties identified as “Pledgors” on the signature pages hereto and such other parties as may become Pledgors hereunder after the date hereof (collectively the “Pledgors”) and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (defined below).
AMENDMENT NO. 1 & CONSENTBioreliance Corp • October 8th, 2003 • Services-commercial physical & biological research • New York
THIS AMENDMENT NO. 1 & CONSENT dated as of September 22, 2003 (this “Amendment”) of the Credit Agreement referenced below is by and among BIORELIANCE CORPORATION, a Delaware corporation (“BioReliance”), BIORELIANCE (GLASGOW) LIMITED, a Scottish private limited company (the “Foreign Borrower”; together with BioReliance, the “Borrowers”), the Guarantors and Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent, Security Trustee and L/C Issuer. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement.
ContractBioreliance Corp • November 14th, 2002 • Services-commercial physical & biological research • Maryland
