Therasense Inc Sample Contracts

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by and among
Agreement and Plan of Merger • January 22nd, 2004 • Therasense Inc • Surgical & medical instruments & apparatus • Delaware
RIGHTS AGREEMENT
Rights Agreement • March 11th, 2003 • Therasense Inc • Surgical & medical instruments & apparatus • New York
RECITALS --------
Indemnification Agreement • July 3rd, 2001 • Therasense Inc • Surgical & medical instruments & apparatus • Delaware
by and among
Stockholder Agreement • January 22nd, 2004 • Therasense Inc • Surgical & medical instruments & apparatus • Delaware
AGREEMENT ---------
Change of Control Agreement • September 17th, 2001 • Therasense Inc • Surgical & medical instruments & apparatus • California
CONFIDENTIAL TREATMENT REQUESTED, CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION]
Agreement • October 10th, 2001 • Therasense Inc • Surgical & medical instruments & apparatus • England
JOINT FILING AGREEMENT
Joint Filing Agreement • January 22nd, 2004 • Therasense Inc • Surgical & medical instruments & apparatus

This will confirm the agreement by and between the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to beneficial ownership by the undersigned of shares of Common Stock, par value $.001 per share, of TheraSense, Inc. is being filed on behalf of each of the undersigned under the Securities Exchange Act of 1934, as amended. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

RECITALS
Master Purchase Agreement • October 10th, 2001 • Therasense Inc • Surgical & medical instruments & apparatus • Georgia
AMENDMENT TO
International Distributor Agreement • March 20th, 2002 • Therasense Inc • Surgical & medical instruments & apparatus
EXHIBIT 1.1 6,000,000 Shares/1/ of Common Stock THERASENSE, INC. PURCHASE AGREEMENT ------------------
Therasense Inc • August 13th, 2001 • Surgical & medical instruments & apparatus • Minnesota
Agreement ---------
Cooperative Development Agreement • September 17th, 2001 • Therasense Inc • Surgical & medical instruments & apparatus

This is a first amendment ("Amendment") to that Cooperative Development Agreement ("CDA") entered into on December 1, 1998 by and between Gainor Medical North America, LLC, ("Gainor") and TheraSense, Inc. ("TheraSense"), and is entered into and agreed as of June 1, 2001.

CONFIDENTIAL TREATMENT REQUESTED, CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION]
Agreement • August 13th, 2001 • Therasense Inc • Surgical & medical instruments & apparatus • England
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THERASENSE, INC. AMENDED AND RESTATED CHANGE OF CONTROL AND SEVERANCE AGREEMENT
And Severance Agreement • November 13th, 2003 • Therasense Inc • Surgical & medical instruments & apparatus • California

This Amended and Restated Change of Control and Severance Agreement (the “Agreement”) is made and entered into effective as of , 2003 (the “Effective Date”), by and between Charles T. Liamos (the “Employee”) and TheraSense, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

BACKGROUND ----------
International Distributor Agreement • October 10th, 2001 • Therasense Inc • Surgical & medical instruments & apparatus • California
CONFIDENTIAL TREATMENT REQUESTED, CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.]
Therasense Inc • August 23rd, 2001 • Surgical & medical instruments & apparatus • Delaware
AMENDMENT NO. 5 TO WAREHOUSE DISTRIBUTION CONTRACT BETWEEN UPS SUPPLY CHAIN MANAGEMENT and THERASENSE, INC.
Therasense Inc • November 13th, 2002 • Surgical & medical instruments & apparatus

This Amendment to the Warehouse Distribution Contract dated the 15th day of March 2000, as previously amended (the “Contract”), between UPS Supply Chain Management f/d/b/a Livingston Healthcare Services, Inc. (“SCM”) and TheraSense, Inc. (“Client”) on this 23rd day of October 2002.

CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION]
Therasense Inc • August 23rd, 2001 • Surgical & medical instruments & apparatus • Georgia
THERASENSE, INC. AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENT
Severance Agreement • November 13th, 2003 • Therasense Inc • Surgical & medical instruments & apparatus • California

This Amended and Restated Change of Control Severance Agreement (the “Agreement”) is made and entered into effective as of , 2003 (the “Effective Date”), by and between (the “Employee”) and TheraSense, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER
The Agreement and Plan of Merger • March 22nd, 2004 • Therasense Inc • Surgical & medical instruments & apparatus • Delaware

THIS AMENDMENT NO.1 TO THE AGREEMENT AND PLAN OF MERGER (this "Amendment"), dated as of March 19, 2004, by and among Abbott Laboratories, an Illinois corporation ("Parent"), Corvette Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Sub"), and TheraSense, Inc., a Delaware corporation (the "Company"), hereby amends the Agreement and Plan of Merger, dated as of January 12, 2004 (the "Agreement"), by and among Parent, Sub and the Company. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

CONFIDENTIAL TREATMENT REQUESTED, CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.]
Therasense Inc • October 2nd, 2001 • Surgical & medical instruments & apparatus • Delaware
AMENDMENT TO INTERNATIONAL DISTRIBUTOR AGREEMENT
International Distributor Agreement • March 27th, 2003 • Therasense Inc • Surgical & medical instruments & apparatus

THIS AMENDMENT TO INTERNATIONAL DISTRIBUTOR AGREEMENT (the “Amendment”) is entered into effective January 1, 2003 (the “Amendment Effective Date”) by and between TheraSense, Inc., a Delaware corporation with a principal place of business at 1360 South Loop Road, Alameda, California 94502, USA (“TheraSense”), and Disetronic Medical Systems AG, with a principal place of business at Kirchbergstrasse 190, CH-3401 Burgdorf, Switzerland, and Disetronic Injection Systems AG, with a principal place of business at Brunnmattstrasse 6, CH-3401 Burgdorf, Switzerland, both corporations organized under the laws of Switzerland (the latter corporation referred to hereinafter as “Disetronic”). Unless otherwise defined herein, all capitalized terms used in this Amendment shall have the meaning given to them in the International Distributor Agreement dated September 13, 2000, as amended (the “Agreement”).

SECOND AMENDMENT OF LEASE
Therasense Inc • August 14th, 2002 • Surgical & medical instruments & apparatus

PlyProperties, a partnership (“Lessor”) and TheraSense, Inc., a Delaware corporation (“Lessee”) entered into a lease (the “Lease”) dated February 26, 1999, and later amended, covering property at 1360–1380 South Loop Road, Alameda, California (the “Property”). Pursuant to paragraph 55 of the Lease, Lessee has exercised its option to expand the leased Premises (“Phase II”), and the parties wish to amend said Lease to provide for and cover said expansion. 1. Construction of Phase II Improvements. Lessor agrees, in accordance with the attached Work Letter (“Exhibit B-2”), at its sole cost and expense except as provided for below, and as soon as it can reasonably be accomplished following the execution of this Lease, to (1) complete and submit plans and specifications covering the Phase II expansion to Lessee for its approval (for all intent and purposes and for their mutual benefit Lessor and Lessee have worked together with the architects and engineers in preparing said plans and

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