Seracare Life Sciences Inc Sample Contracts

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AGREEMENT
Agreement • August 30th, 2001 • Seracare Life Sciences Inc • Pharmaceutical preparations • Iowa
AGREEMENT
Agreement • August 31st, 2001 • Seracare Life Sciences Inc • Pharmaceutical preparations • Iowa
BETWEEN
Tax Sharing Agreement • August 3rd, 2001 • Seracare Life Sciences Inc • Delaware
RECITALS --------
Trademark License Agreement • August 3rd, 2001 • Seracare Life Sciences Inc • California
Contract
Seracare Life Sciences Inc • November 19th, 2009 • In vitro & in vivo diagnostic substances

Amendment of Solicitation/Modification of Contract dated as of September 23, 2009 by and between the National Institutes of Health and SeraCare Life Sciences, Inc.

FIRST AMENDMENT
Master Separation and Distribution Agreement • August 30th, 2001 • Seracare Life Sciences Inc • Pharmaceutical preparations • Delaware
INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 25th, 2005 • Seracare Life Sciences Inc • In vitro & in vivo diagnostic substances • California

This Indemnification Agreement (the “Agreement”) is entered into as of May , 2005, by and among SeraCare Life Sciences, Inc., a California corporation (the “Company”) and the undersigned party (the “Indemnitee”).

3,500,000 Shares SERACARE LIFE SCIENCES, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • May 25th, 2005 • Seracare Life Sciences Inc • In vitro & in vivo diagnostic substances • New York
CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • June 11th, 2007 • Seracare Life Sciences Inc • In vitro & in vivo diagnostic substances • Illinois

THIS CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, this “Agreement”) is dated as of June 4, 2007 by and among SERACARE LIFE SCIENCES, INC., a Delaware corporation (“Company”), f/k/a SeraCare Reorganization Company, Inc., as a Borrower, and any additional Borrower that may hereafter be added to this Agreement (together with Company, collectively, “Borrowers” and each individually, a “Borrower”), MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., individually as a Lender, and as Administrative Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.

EMPLOYMENT AGREEMENT
Nonqualified Stock Option Agreement • May 18th, 2007 • Seracare Life Sciences Inc • In vitro & in vivo diagnostic substances • Massachusetts
SERACARE LIFE SCIENCES, INC. RESTRICTED STOCK AGREEMENT (pursuant to 2001 Equity Incentive Plan)
Restricted Stock Agreement • February 11th, 2011 • Seracare Life Sciences Inc • In vitro & in vivo diagnostic substances • Massachusetts

This Restricted Stock Agreement (“Agreement”) is made and entered into as of ________, 2010, by and between SeraCare Life Sciences, Inc. (the “Company”), and __________ (the “Recipient”). This Agreement is and shall be subject in every respect to the provisions of the Company’s 2001 Equity Incentive Plan, as amended from time to time (the “Plan”), which is incorporated herein by reference and made a part hereof. The Recipient acknowledges that this Agreement shall be subject to all the terms and provisions of the Plan and agrees that (a) in the event of any conflict between the terms hereof and those of the Plan, the latter shall prevail, and (b) all decisions under and interpretations of the Plan by the Board or the Committee shall be final, binding and conclusive upon the Recipient and his or her heirs and legal representatives.

ARTICLE I SCOPE OF THE COLLABORATION --------------------------
Redacted Version • August 3rd, 2001 • Seracare Life Sciences Inc • Delaware
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ASSET PURCHASE AGREEMENT dated as of July 16 2003, among SERACARE LIFE SCIENCES, INC., INTERNATIONAL RECRUITING SERVICE, INC. d/b/a BIOMEDICAL RESOURCES, INC., SIMPLICITY DIAGNOSTICS, INC. and the SELLING SHAREHOLDERS listed on Exhibit A
Asset Purchase Agreement • February 20th, 2004 • Seracare Life Sciences Inc • Pharmaceutical preparations • California

This Asset Purchase Agreement is entered into as of July 16, 2003, among SeraCare Life Sciences, Inc., a California corporation (“Buyer”), International Recruiting Service, Inc. d/b/a BioMedical Resources, Inc., a Pennsylvania corporation (“Biomedical Resources”), Simplicity Diagnostics, Inc., a Pennsylvania corporation (“Simplicity Diagnositics”; each of Biomedical Resources and Simplicity Diagnostics is a “Seller” and, collectively, they are the “Sellers”), and the Persons listed on Exhibit A hereto, constituting all of the shareholders of the Sellers (the “Selling Shareholders”). Capitalized terms used herein and not otherwise defined are defined in ARTICLE X.

BY AND BETWEEN
Albumin Supply Agreement • August 31st, 2001 • Seracare Life Sciences Inc • Pharmaceutical preparations
EMPLOYMENT AGREEMENT
Employment Agreement • November 19th, 2009 • Seracare Life Sciences Inc • In vitro & in vivo diagnostic substances • Massachusetts

THIS EMPLOYMENT AGREEMENT (this “Agreement”) was made and entered into on the 16th day of August 2006 and amended and restated on November 18, 2009, by and between SeraCare Life Sciences, Inc., a Delaware corporation (the “Company”), and Gregory A. Gould, an individual (the “Executive”).

RECITALS
Supply and Services Agreement • October 4th, 2001 • Seracare Life Sciences Inc • Pharmaceutical preparations • California
EMPLOYMENT AGREEMENT
Nonqualified Stock Option Agreement • November 19th, 2009 • Seracare Life Sciences Inc • In vitro & in vivo diagnostic substances • Massachusetts
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • August 8th, 2003 • Seracare Life Sciences Inc • Pharmaceutical preparations

This Second Amendment to Employment Agreement (this “Amendment”) is entered into effective as of June 4, 2003, by and among SeraCare Life Sciences, Inc., a California corporation (the “Corporation”) and Michael F. Crowley II (“Crowley”).

Exhibit 10.4.1 AMENDMENT NR. 1 dated June 10, 2001 to Albumin Supply Agreement dated June 22, 1999
Seracare Life Sciences Inc • August 3rd, 2001

Seracare, Inc., a corporation of USA nationality, with address at 1925 Century Park East, Suite 1970, Los Angeles, California, USA, represented by Mr. Barry D. Plost, by virtue of his position as Chairman/CEO (hereinafter referred to as SeraCare), part of the first part.

EXPLANATORY NOTE TO THIS EXHIBIT
Loan Agreement • January 6th, 2011 • Seracare Life Sciences Inc • In vitro & in vivo diagnostic substances • Massachusetts

The Company’s representations and warranties included in this Loan Agreement were made to each of the lenders hereunder. These representations and warranties were made as of specific dates, only for purposes of this Loan Agreement and for the benefit of the parties thereto. These representations and warranties were subject to important exceptions and limitations agreed upon by the parties, made for the purposes of allocating contractual risk between the parties rather than establishing these matters as facts and were made subject to a contractual standard of materiality that may be different from the standard generally applicable under federal securities laws. This Loan Agreement is filed with this report only to provide investors with information regarding its terms and conditions, and not to provide any other factual information regarding the Company or its business. Moreover, information concerning the subject matter of the representations and warranties may have changed, and may co

Employment Agreement of Ronald R. Dilling Amendment
Employment Agreement • April 2nd, 2009 • Seracare Life Sciences Inc • In vitro & in vivo diagnostic substances

Pursuant to Section 19 of the Employment Agreement between SeraCare Life Sciences, Inc. and Ronald R. Dilling dated February 1, 2008 (the “Agreement”), SeraCare Life Sciences, Inc. (the“Company”) and Ronald Dilling (the “Executive”) hereby agree to amend the Agreement as follows, effective February 1, 2008:

Employment Agreement of Susan Vogt Amendment
Employment Agreement • April 2nd, 2009 • Seracare Life Sciences Inc • In vitro & in vivo diagnostic substances

Pursuant to Section 14 of the Employment Agreement between SeraCare Life Sciences, Inc. and Susan Vogt dated July 14, 2006 and amended and restated on December 22, 2008 (the “Agreement”), SeraCare Life Sciences, Inc. (the “Company”) and Susan Vogt (the “Executive”) hereby agree to amend the Agreement as follows, effective April 1, 2009:

EMPLOYMENT AGREEMENT
Employment Agreement • September 26th, 2005 • Seracare Life Sciences Inc • In vitro & in vivo diagnostic substances • California

This Employment Agreement (this “Agreement”) is made and entered into by and between Barry D. Plost (“Employee”) and SeraCare Life Sciences, Inc, a California corporation, (the “Company”), effective as of October 1, 2005 (“Effective Date”).

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • February 28th, 2012 • Seracare Life Sciences Inc • In vitro & in vivo diagnostic substances • Delaware
ALLONGE TO LOAN AGREEMENT
Allonge to Loan Agreement • September 16th, 2004 • Seracare Life Sciences Inc • Pharmaceutical preparations

THIS ALLONGE TO LOAN AGREEMENT (the “Allonge”) made and entered into as of the 15th day of August, 2002, between Commerce Bank & Trust Company, a Massachusetts trust company with a principal place of business at 386 Main Street, Worcester, Massachusetts (hereinafter “Lender”) and Boston Biomedica, Inc. of 375 West Street, West Bridgewater, Massachusetts (hereinafter “Borrower”) is firmly affixed to and made a part of a certain Loan Agreement of the Borrower entered into with the Lender dated as of March 31, 2000 (hereinafter “Loan Agreement”).

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