b) To obtain an Advance, Borrower must notify Bank by facsimile or telephone by 3:00 p.m. Eastern time on the Business Day the Advance is to be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Form...Loan and Security Agreement • December 29th, 1999 • Bio Imaging Technologies Inc • Services-medical laboratories • Pennsylvania
OFFICE SPACE LEASELease • December 29th, 1999 • Bio Imaging Technologies Inc • Services-medical laboratories • Pennsylvania
ASSET PURCHASE AGREEMENT DATED OCTOBER 25, 2001Asset Purchase Agreement • November 9th, 2001 • Bio Imaging Technologies Inc • Services-medical laboratories • Delaware
TOLease Agreement • December 21st, 2001 • Bio Imaging Technologies Inc • Services-medical laboratories
Image Omitted] LOAN AGREEMENT Wachovia Bank, National Association 123 South Broad Street Philadelphia, Pennsylvania 19109 (Hereinafter referred to as the "Bank") Bio-imaging Technologies, Inc. 826 Newtown-Yardley Road Newtown, Pennsylvania 18940...Loan Agreement • May 14th, 2002 • Bio Imaging Technologies Inc • Services-medical laboratories
EXHIBIT 10.1 AMENDMENT TO LEASELease • December 18th, 1996 • Bio Imaging Technologies Inc • Services-medical laboratories
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement"), made as of this 1st day of February, 2002, is entered into by Bio-Imaging Technologies, Inc., a Delaware corporation with its principal place of business at 826 Newtown-Yardley Road,...Employment Agreement • May 14th, 2002 • Bio Imaging Technologies Inc • Services-medical laboratories • Pennsylvania
SILICON VALLEY BANK 3003 Tasman Drive Santa Clara, Ca. 95054 (408) 654-1000 - Fax (408) 980-6410 ACCOUNTS RECEIVABLE PURCHASE AGREEMENT This Accounts Receivable Purchase Agreement (the "Agreement") is made on this TWENTY SECOND day of DECEMBER 1999,...Accounts Receivable Purchase Agreement • December 29th, 1999 • Bio Imaging Technologies Inc • Services-medical laboratories • California
BIO-IMAGING TECHNOLOGIES, INC. Executive Retention AgreementExecutive Retention Agreement • November 12th, 2004 • Bio Imaging Technologies Inc • Services-medical laboratories • Pennsylvania
THIS EXECUTIVE RETENTION AGREEMENT by and between Bio-Imaging Technologies, Inc., a Delaware corporation (the “Company”), and (the “Executive”) is made as of October , 2004 (the “Effective Date”).
BIOCLINICA, INC. and COMPUTERSHARE TRUST COMPANY, N.A. Rights Agreement Dated as of July 20, 2009Rights Agreement • July 20th, 2009 • Bioclinica Inc • Services-testing laboratories • Delaware
Agreement, dated as of July 20, 2009, between BioClinica, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (the “Rights Agent”).
MONTHLY TERM RENTLease Agreement • December 20th, 2000 • Bio Imaging Technologies Inc • Services-medical laboratories
BIOCLINICA, INC. and COMPUTERSHARE TRUST COMPANY, N.A. Amended and Restated Rights Agreement Dated as of March 23, 2011Rights Agreement • March 25th, 2011 • Bioclinica Inc • Services-testing laboratories • Delaware
This Amended and Restated Rights Agreement, dated as of March 23, 2011, is entered into between BioClinica, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (the “Rights Agent”).
SECURITY AGREEMENT April 30, 2002 Bio-imaging Technologies, Inc. 826 Newtown- Yardley Road Newtown, Pennsylvania 18940 (Individually and collectively "Debtor") Wachovia Bank, National Association 123 South Broad Street Philadelphia, Pennsylvania 19109...Security Agreement • May 14th, 2002 • Bio Imaging Technologies Inc • Services-medical laboratories
For value received and to secure payment and performance of any and all obligations of Debtor (also referred to herein as "Borrower") to Bank however created, arising or evidenced, whether direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, and whether or not evidenced by a Loan Document, including swap agreements (as defined in 11 U.S.C. ss.101), future advances, and all costs and expenses incurred by Bank to obtain, preserve, perfect and enforce the security interest granted herein and to maintain, preserve and collect the property subject to the security interest (collectively, "Obligations"), Debtor hereby grants to Bank a continuing security interest in and lien upon the following described property, whether now owned or hereafter acquired, and any additions, replacements, accessions, or substitutions thereof and all cash and non-cash proceeds and products thereof (collectively, "Collateral"):
EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2012 • Bioclinica Inc • Services-testing laboratories • Pennsylvania
THIS EMPLOYMENT AGREEMENT (the “Agreement”), made as of this 22nd day of February, 2012, is entered into by BioClinica, Inc., a Delaware corporation with its principal place of business at 826 Newtown Yardley Road, Newtown, Pennsylvania 18940 (the “Company”), and Mark L. Weinstein (the “Employee”).
LOAN AGREEMENTLoan Agreement • August 15th, 2005 • Bio Imaging Technologies Inc • Services-medical laboratories
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 20th, 2009 • Bio Imaging Technologies Inc • Services-testing laboratories • Delaware
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of May 15, 2009 by and among Bio-Imaging Technologies, Inc., a Delaware corporation (“Parent”), BioClinica Acquisition, Inc., a Delaware corporation and direct wholly-owned Subsidiary of Parent (“Merger Sub”), and etrials Worldwide, Inc., a Delaware corporation (the “Company”), and amends that certain Agreement and Plan of Merger made and entered into as of May 4, 2009 by and among Parent, Merger Sub and the Company (the “Agreement”). All capitalized terms that are used in this Amendment and not defined herein shall have the respective meanings ascribed thereto in the Agreement.
ASSET PURCHASE AGREEMENT dated as of March 25, 2010 by and between BioClinica, Inc. and TranSenda International, LLCAsset Purchase Agreement • March 26th, 2010 • Bioclinica Inc • Services-testing laboratories • Washington
ASSET PURCHASE AGREEMENT, dated as of March 25, 2010 (the “Agreement”), by and between BioClinica, Inc., a Delaware corporation (the “Buyer”), and TranSenda International, LLC, a Washington limited liability company (“Seller”).
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 20th, 2009 • Bio Imaging Technologies Inc • Services-testing laboratories • Delaware
THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of May 19, 2009 by and among Bio-Imaging Technologies, Inc., a Delaware corporation (“Parent”), BioClinica Acquisition, Inc., a Delaware corporation and direct wholly-owned Subsidiary of Parent (“Merger Sub”), and etrials Worldwide, Inc., a Delaware corporation (the “Company”), and amends that certain Agreement and Plan of Merger made and entered into as of May 4, 2009 by and among Parent, Merger Sub and the Company, as amended by that certain Amendment No. 1 dated as of May 15, 2009 (the “Agreement”). All capitalized terms that are used in this Amendment and not defined herein shall have the respective meanings ascribed thereto in the Agreement.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2010 • Bioclinica Inc • Services-testing laboratories • Pennsylvania
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Restated Agreement”), made as of this 24th day of February, 2010, is entered into by BioClinica, Inc., a Delaware corporation (the “Company”), and Ted Kaminer (the “Employee”).
AGREEMENT AND PLAN OF MERGER by and among BIOCORE HOLDINGS, INC., BC ACQUISITION CORP., and BIOCLINICA, INC. Dated as of January 29, 2013Iii Agreement and Plan of Merger • January 30th, 2013 • Bioclinica Inc • Services-testing laboratories • Delaware
This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of January 29, 2013, is entered into by and among BioCore Holdings, Inc., a Delaware corporation ("Parent"), BC Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Parent ("Acquisition Sub"), and BioClinica, Inc., a Delaware corporation (the "Company"). Each of Parent, Acquisition Sub and the Company are referred to herein as a "Party"and together as the "Parties." Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed thereto in ARTICLE I.
ASSET PURCHASE AGREEMENT BY AND AMONG BIO-IMAGING TECHNOLOGIES, INC. and MBI BENEFITS, INC.Asset Purchase Agreement • March 5th, 2009 • Bio Imaging Technologies Inc • Services-testing laboratories • Wisconsin
THIS ASSET PURCHASE AGREEMENT is made this 7th day of January, 2009 by and between BIO-IMAGING TECHNOLOGIES, INC., a Delaware corporation (“Seller”) and MBI BENEFITS, INC., a Michigan corporation (“Purchaser).
EMPLOYMENT AGREEMENTEmployment Agreement • August 6th, 2009 • Bioclinica Inc • Services-testing laboratories • Pennsylvania
THIS EMPLOYMENT AGREEMENT (the “Agreement”), made as of this 19th day of September, 2008, is entered into by Bio-Imaging Technologies, Inc., a Delaware corporation with its principal place of business at 826 Newtown-Yardley Road, Newtown, Pennsylvania 18940 (the “Company”), and Peter Benton (the “Employee”).
SECOND RENEWAL, AMENDMENT AND RESTATEMENT OF EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2006 • Bio Imaging Technologies Inc • Services-medical laboratories • Pennsylvania
THIS SECOND RENEWAL, AMENDMENT AND RESTATEMENT OF EMPLOYMENT AGREEMENT (the “Agreement”), made as of this 1st day of March, 2006, is entered into by Bio-Imaging Technologies, Inc., a Delaware corporation with its principal place of business at 826 Newtown-Yardley Road, Newtown, Pennsylvania 18940 (the “Company”), and Mark L. Weinstein (the “Employee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 18th, 2003 • Bio Imaging Technologies Inc • Services-medical laboratories • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of September 15, 2003 by and among BIO-IMAGING TECHNOLOGIES, INC., a Delaware corporation with its principal office at 826 Newtown-Yardley Road, Newtown, Pennsylvania 18940 (the “Company”), and the persons listed as the Purchasers on the signature pages hereto (the “Purchasers”).
MEDICALERT® PHR SYSTEM DEVELOPMENT AND SUPPLY AGREEMENTDevelopment and Supply Agreement • August 15th, 2005 • Bio Imaging Technologies Inc • Services-medical laboratories
This MEDICALERT® PHR SYSTEM DEVELOPMENT AND SUPPLY AGREEMENT (“Agreement”) is made and entered to be effective as of June 16, 2005, by and between CapMed, a division of Bio-Imaging Technologies, Inc., a Delaware corporation (“CapMed”), with its principal place of business located at 826 Newton-Yardley Road, Newtown, Pennsylvania 18940, and Medic Alert Foundation United States, Inc., a California nonprofit public benefit corporation doing business as MedicAlert Foundation International (“MedicAlert”), with its principal place of business located at 2323 Colorado Avenue, Turlock, California 95382.
FOURTH MODIFICATION OF OFFICE SPACE LEASEFourth Modification of Office Space Lease • March 31st, 2005 • Bio Imaging Technologies Inc • Services-medical laboratories
This Fourth Modification of Office Space Lease (this “Agreement”) made this 29th day of September, 2004 by and between 826 NEWTOWN ASSOCIATES, L.P., having an address c/o First Evergreen, 101 Eisenhower Parkway, Roseland, New Jersey 07068 (“Landlord”), and BIOIMAGING TECHNOLOGIES, INC., having an address at 826 Newtown Yardley Road, Newtown, Pennsylvania 18940 (“Tenant”).
ASSET PURCHASE AGREEMENT dated November 20, 2003 among Bio-Imaging Technologies, Inc. and CapMed CorporationAsset Purchase Agreement • March 31st, 2005 • Bio Imaging Technologies Inc • Services-medical laboratories • Delaware
This Asset Purchase Agreement is entered into as of November 20, 2003 by and among Bio-Imaging Technologies, Inc., a Delaware corporation (the “Buyer”), and CapMed Corporation, a Delaware corporation (the “Seller”).
SHARE PURCHASE AGREEMENT between REIBER CONSULTANCY B.V. and LIBERTATIS ERGO HOLDING B.V. as the Sellers, and BIO-IMAGING TECHNOLOGIES, INC. as the PurchaserShare Purchase Agreement • March 31st, 2005 • Bio Imaging Technologies Inc • Services-medical laboratories
FIRST MODIFICATION OF OFFICE SPACE LEASE ---------------------------------------- This First Modification of Office Space Lease (this "Agreement") made this 11 day of January, 2002 by and between 826 NEWTOWN ASSOCIATES, LP, having an address c/o First...First Modification • May 14th, 2002 • Bio Imaging Technologies Inc • Services-medical laboratories
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement Registration Rights Agreement • January 8th, 2002 • Bio Imaging Technologies Inc • Services-medical laboratories • Delaware
This Registration Rights Agreement (this "Agreement") is made as of the 25th day of October, 2001, by and between Bio-Imaging Technologies, Inc., a Delaware corporation (the "Company"), and Quintiles, Inc., a North Carolina corporation (the "Holder"), holding an unsecured subordinated convertible promissory note in the principal amount of One Million Dollars ($1,000,000) (the "Note") convertible into shares of the Company's restricted Common Stock (as defined below).
QuickLinks -- Click here to rapidly navigate through this documentBio Imaging Technologies Inc • August 7th, 2002 • Services-medical laboratories • Pennsylvania
This sublease ("Sublease") is entered into this 12 day of April 2002, by and between Davox Corporation, located at Six Technology Park Drive, Westford, MA 01886 ("Sublandlord") and Bio-Imaging Technologies, located at 826 Newtown-Yardley Rd, Newton, PA 18940 ("SubTenant")
AGREEMENT OF LEASE BY AND BETWEEN: 826 NEWTOWN ASSOCIATES, L.P. as “Landlord” AND BIO-IMAGING TECHNOLOGIES, INC.Agreement of Lease • March 5th, 2009 • Bio Imaging Technologies Inc • Services-testing laboratories
FOR AND IN CONSIDERATION of the mutual covenants herein contained, as of December 1, 2008, the parties hereto do hereby agree as follows:
Re: CONFIDENTIALITY AND NON·DISCLOSURE AGREEMENTConfidentiality and Non·disclosure Agreement • May 14th, 2009 • Bio Imaging Technologies Inc • Services-testing laboratories • Delaware
Bio-Imaging Technologies, Inc. (“Recipient”) has requested certain information from etrials Worldwide, Inc. (the “Company”) in connection with a possible transaction involving the Company (a“Possible Transaction”). In particular, Recipient has requested financial and other information concerning the Company (the “Evaluation Material”). The “Evaluation Material,” whether furnished to Recipient before or after the date of this Confidentiality Agreement, includes this Confidentiality Agreement and any negotiations between the Company and the Recipient regarding the Possible Transaction together with all analyses, compilations, studies or other documents or records prepared by the Company, the Recipient or their Representatives (as hereafter defined) which contain or otherwise reflect or are generated from such information, as well as all copies and other reproductions thereof, whether oral, in writing or stored or maintained in or by electronic, magnetic or other means, media or devices,
RENEWAL, AMENDMENT AND RESTATEMENT OF EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2005 • Bio Imaging Technologies Inc • Services-medical laboratories • Pennsylvania
THIS RENEWAL, AMENDMENT AND RESTATEMENT OF EMPLOYMENT AGREEMENT (the “Agreement”), made as of this 28 day of March, 2005, is entered into by Bio-Imaging Technologies, Inc., a Delaware corporation with its principal place of business at 826 Newtown-Yardley Road, Newtown, Pennsylvania 18940 (the “Company”), and Mark L. Weinstein (the “Employee”).
Registration Rights AgreementRegistration Rights Agreement • March 26th, 2010 • Bioclinica Inc • Services-testing laboratories • Washington
THIS Registration Rights Agreement (this “Agreement”) made as of the 25th day of March, 2010, by and among BioClinica, Inc., a Delaware corporation (the “Company”), TranSenda International, LLC, a Washington limited liability company (the “Seller”) and each of the Common Members of Seller listed on Schedule A hereto.
