EXHIBIT 10.11 OFFICE LEASE AGREEMENT THIS OFFICE LEASE AGREEMENT ("Lease") is made and entered into this 31st day of March, 1999 by and between JEMAL'S/CAYRE, 6010 EXECUTIVE BLVD L.L.C. ("Landlord"), and INFORMAX, INC. ("Tenant"), upon and in...Lease Agreement • July 11th, 2000 • Informax Inc • Maryland
ANDRights Agreement • June 7th, 2001 • Informax Inc • Services-computer programming services • New York
EXHIBIT 10.6 SHAREHOLDER'S AGREEMENT THIS SHAREHOLDER'S AGREEMENT, made as of this 1st day of September, 1990 by and among InforMax, Inc., a Delaware corporation (the "Corporation"), and Alexander Titomirov ("Titomirov"), Valera Sagitov ("Sagitov"),...Shareholders' Agreement • July 11th, 2000 • Informax Inc
EXHIBIT 1.1 _________ SHARES OF COMMON STOCK INFORMAX, INC. UNDERWRITING AGREEMENTInformax Inc • September 19th, 2000 • Services-computer programming services • New York
EXHIBIT 10.7Loan Agreement • July 11th, 2000 • Informax Inc • Pennsylvania
EXHIBIT 10.32 SEPARATION AGREEMENT AND GENERAL MUTUAL RELEASE OF ALL CLAIMS This Separation Agreement and General Mutual Release of All Claims is made and entered into this 12th day of October, 2001, by and between INFORMAX, INC. (hereinafter...Separation Agreement • April 1st, 2002 • Informax Inc • Services-computer programming services • Maryland
1 EXHIBIT 4.10 INFORMAX, INC. STOCK OPTION AGREEMENT This Stock Option Agreement (the "Agreement") is made as of the First day of May, 1997, by and between InforMax, Inc., a corporation organized and existing under the laws of Delaware (the...Stock Option Agreement • December 11th, 2000 • Informax Inc • Services-computer programming services • Maryland
1 EXHIBIT 10.25 SUBLEASE AGREEMENT This Sublease Agreement, made as of the ___ day of January, 2001 by and between DISCOVERY COMMUNICATIONS, INC., having an office at 7700 Wisconsin Avenue, Bethesda, Maryland 20814 ("Sublandlord"), and INFORMAX, INC.,...Sublease Agreement • March 30th, 2001 • Informax Inc • Services-computer programming services
1 EXHIBIT 4.8 INFORMAX, INC. STOCK OPTION AGREEMENT This Stock Option Agreement (the "Agreement") is made as of the December 11, 1997, by and between InforMax, Inc., a corporation organized and existing under the laws of Delaware (the "Corporation")...Stock Option Agreement • December 11th, 2000 • Informax Inc • Services-computer programming services • Maryland
EXHIBIT 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT between TIMOTHY SULLIVAN, residing at 5809 Highland Drive, Chevy Chase, MD 20815 ("Employee"), and INFORMAX, INC., a Delaware corporation with offices at 6010 Executive Boulevard, 10th floor,...Employment Agreement • July 11th, 2000 • Informax Inc • Maryland
EXHIBIT 10.26 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE,...Informax Inc • April 1st, 2002 • Services-computer programming services • Delaware
3,000,000 JUNE 19, 2000Informax Inc • July 11th, 2000 • Pennsylvania
RECITALSInvestor Rights Agreement • August 31st, 2000 • Informax Inc • Services-computer programming services • Delaware
WITNESSETHEmployment Agreement • March 30th, 2001 • Informax Inc • Services-computer programming services • Maryland
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") between Vadim Babenko, residing at 7501 Heatherton Lane, Potomac, MD 20854, ("Employee"), and INFORMAX, INC., a Delaware corporation with offices at 6010 Executive Boulevard, 10th...Employment Agreement • August 31st, 2000 • Informax Inc • Services-computer programming services • Maryland
EXHIBIT 10.15 WARRANT PURCHASE AGREEMENT This Warrant Purchase Agreement (this "AGREEMENT") is executed this 19 day of June, 2000, by INFORMAX, INC., a Delaware corporation (the "BORROWER" or the "COMPANY"), in favor of PNC Bank, National Association,...Warrant Purchase Agreement • July 11th, 2000 • Informax Inc • Pennsylvania
JOINDER AGREEMENT This Joinder Agreement (the "JOINDER") is entered into as of September 8, 2000 by and between GENE FUND, LP (the "NEW NON-PREFERRED HOLDER") and INFORMAX, INC., a Delaware corporation (the "COMPANY"). WHEREAS, the non- preferred...Joinder Agreement • September 27th, 2000 • Informax Inc • Services-computer programming services
EXHIBIT 4.11 INFORMAX, INC. STOCK OPTION AGREEMENT This Stock Option Agreement (the "Agreement") is made as of the First day of January, 1998, by and between InforMax, Inc., a corporation organized and existing under the laws of Delaware (the...Stock Option Agreement • December 11th, 2000 • Informax Inc • Services-computer programming services • Maryland
EXHIBIT 10.9 THIRD AMENDED AND RESTATED LINE OF CREDIT NOTEInformax Inc • July 11th, 2000 • Pennsylvania
SUBLEASE betweenOffice Lease Agreement • September 27th, 2000 • Informax Inc • Services-computer programming services
EXHIBIT 10.10 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "AGREEMENT") is made as of May 6, 1999 by and between INFORMAX, INC., a Delaware corporation (the "GRANTOR"), with an address at 6110 Executive Boulevard, N. Bethesda, MD 20852, and PNC...Security Agreement • July 11th, 2000 • Informax Inc • Pennsylvania
INDEXTechnical Services Agreement • July 11th, 2000 • Informax Inc • Virginia
1 EXHIBIT 4.7 INFORMAX, INC. STOCK OPTION AGREEMENT This Stock Option Agreement (the "Option Agreement") is made as of the 19th day of March, 1999, by and between INFORMAX, INC., a Delaware corporation (the "Company"), and James E. Bernstein, an...Stock Option Agreement • December 11th, 2000 • Informax Inc • Services-computer programming services • Delaware
INFORMAX, INC. STOCK OPTION AGREEMENT This Stock Option Agreement (the "Option Agreement") is made as of the 14th day of June, 1995, by and between INFORMAX, INC., a Delaware corporation (the "Company"), and James Bernstein, a director of the Company...Stock Option Agreement • December 11th, 2000 • Informax Inc • Services-computer programming services • Delaware
131 Park Street, NE Vienna, Virginia 22180-4607 Phone: (703) 281-7440 FAX: (703) 281-7636Informax Inc • September 27th, 2000 • Services-computer programming services
EXHIBIT 10.33 SEPARATION AGREEMENT, GENERAL RELEASE OF ALL CLAIMS AND CONSULTING AGREEMENT This Separation Agreement, General Release of All Claims and Consulting Agreement is made and entered into this 17th day of October, 2001, by and between...Separation Agreement • April 1st, 2002 • Informax Inc • Services-computer programming services • Maryland
RECITALSInvestor Rights Agreement • July 11th, 2000 • Informax Inc • Delaware
AGREEMENT AND PLAN OF MERGER among INFORMAX, INC., INVITROGEN CORPORATION and BABCOCK, INC. Dated as of October 15, 2002Agreement and Plan of Merger • October 15th, 2002 • Informax Inc • Services-computer programming services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of October 15, 2002 is entered into by and among INFORMAX, INC., a Delaware corporation (the “Company”), INVITROGEN CORPORATION, a Delaware corporation (“Parent”), and BABCOCK, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”).
EXHIBIT 10.19 ***** Confidential Treatment has been requested for portion of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has...Development and Distribution Agreement • September 27th, 2000 • Informax Inc • Services-computer programming services • Delaware
EXHIBIT 10.27 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made effective for all purposes and in all respects as of the 13th day of March, 2002, by and between InforMax, Inc. ("Employer") and Andrew P....Executive Employment Agreement • April 1st, 2002 • Informax Inc • Services-computer programming services • Maryland
October 28, 2002Informax Inc • November 4th, 2002 • Services-computer programming services
This letter concerns your stock options to purchase shares of InforMax, Inc. (“InforMax”) common stock, par value $0.001 (referred to in this letter as “Options”). As you may know, on October 15, 2002 InforMax entered into a merger agreement with Invitrogen Corporation (“Invitrogen”) and its wholly owned subsidiary (“Purchaser”).1/ The merger agreement provides, as a first step in the acquisition of InforMax, that the Purchaser will make a tender offer to purchase all of InforMax’s outstanding common stock at a price of $1.36 per share in cash. The tender offer is currently scheduled to close at midnight on Friday, November 22, 2002. However, this tender offer is subject to certain conditions, one of which is that the Purchaser shall acquire more than 50% of InforMax’s outstanding common stock on a fully-diluted basis. We refer to this tender offer as the “Tender Offer,” and any references in this letter to the Tender Offer include any extension and any subsequent offering period provi
EXHIBIT 4.9 INFORMAX, INC. STOCK OPTION AGREEMENT This Stock Option Agreement (the "Option Agreement") is made as of the 19th day of March, 1999, by and between INFORMAX, INC., a Delaware corporation (the "Company"), and Vadim Babenko, an employee of...Stock Option Agreement • December 11th, 2000 • Informax Inc • Services-computer programming services • Delaware
1 EXHIBIT 10.2 FOURTH ADDENDUM TO LEASE AGREEMENT This Fourth Addendum to Lease Agreement (the "Fourth Addendum") is made effective as of the 25 day of October, 2000, by and among JEMAL'S/CAYRE 6010 EXECUTIVE BLVD. L.L.C. ("Landlord") and INFORMAX,...Lease Agreement • November 16th, 2000 • Informax Inc • Services-computer programming services
RECITALSNon-Preferred Holder Rights Agreement • July 11th, 2000 • Informax Inc • Delaware
FIRST AMENDMENT TO RIGHTS AGREEMENT BETWEEN INFORMAX, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, AS RIGHTS AGENTRights Agreement • October 15th, 2002 • Informax Inc • Services-computer programming services • Delaware
THIS FIRST AMENDMENT TO RIGHTS AGREEMENT (the “Amendment”) is made this 15th day of October, 2002, by and between INFORMAX, INC., a Delaware corporation (the “Company”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Rights Agent’).
