1 EXHIBIT 10.21 INDUSTRIAL REAL ESTATE LEASE (Multi-Tenant Facility) ARTICLE ONE: BASIC TERM This Article One contains the Basic Terms of this Lease between the Landlord and Tenant named below. Other Articles, Sections and Paragraphs of the Lease...Biosite Diagnostics Inc • December 26th, 1996 • In vitro & in vivo diagnostic substances • California
1 EXHIBIT 10.13 [CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION] DISTRIBUTORSHIP AGREEMENTDistribution Agreement • February 10th, 1997 • Biosite Diagnostics Inc • In vitro & in vivo diagnostic substances • New York
andRights Agreement • October 28th, 1997 • Biosite Diagnostics Inc • In vitro & in vivo diagnostic substances • Delaware
Exhibit 10.17 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the 30th day of October, 1991 by and between BIOSITE DIAGNOSTICS INCORPORATED, a Delaware corporation (the "Company"), and the investors listed on...Stock Purchase Agreement • December 11th, 1996 • Biosite Diagnostics Inc • California
TERMINATION AGREEMENTTermination Agreement • March 31st, 1998 • Biosite Diagnostics Inc • In vitro & in vivo diagnostic substances • California
Exhibit 10.25 AMENDMENT NO. 1 TO RIGHTS AGREEMENT THIS AMENDMENT NO. 1 (this "Amendment"), dated as of December 9, 1999, to the Rights Agreement, dated as of October 22, 1997 (the "Rights Agreement"), between Biosite Diagnostics Incorporated, a...Rights Agreement • March 30th, 2000 • Biosite Diagnostics Inc • In vitro & in vivo diagnostic substances • Delaware
1 EXHIBIT 10.7 SUBLEASE BY AND BETWEEN GENERAL ATOMICS AND BIOSITE DIAGNOSTICS, INC.Biosite Diagnostics Inc • January 7th, 1997 • In vitro & in vivo diagnostic substances
2- 3 otherwise; provided, however, that notwithstanding the availability of such other indemnification and reimbursement, Indemnitee may claim indemnification and advancement of Expenses pursuant to this Agreement by assigning to the Corporation, at...Indemnity Agreement • December 11th, 1996 • Biosite Diagnostics Inc • Delaware
1 EXHIBIT 10.10 [CONFIDENTIAL INFORMATION REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION] DISTRIBUTION AGREEMENT THIS AGREEMENT, made and entered into on this 11th day of...Distribution Agreement • February 10th, 1997 • Biosite Diagnostics Inc • In vitro & in vivo diagnostic substances • California
1. 2 effective with respect to the Stock, including any preeffective prospectuses included as part of the registration statement as originally filed or as part of any amendment or supplement thereto, or filed pursuant to Rule 424 under the Securities...Underwriting Agreement • December 11th, 1996 • Biosite Diagnostics Inc • New York
Exhibit 10.18 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the 25th day of November, 1992 by and between BIOSITE DIAGNOSTICS INCORPORATED, a Delaware corporation (the "Company"), and the investors listed on...Stock Purchase Agreement • December 11th, 1996 • Biosite Diagnostics Inc • California
1 EXHIBIT 10.19 DEBENTURE PURCHASE AGREEMENT THIS DEBENTURE PURCHASE AGREEMENT (the "Agreement") is made as of the 22nd day of September, 1995 by and between BIOSITE DIAGNOSTICS INCORPORATED, a Delaware corporation (the "Company"), on the one hand,...Debenture Purchase Agreement • February 10th, 1997 • Biosite Diagnostics Inc • In vitro & in vivo diagnostic substances • California
BACKGROUNDResearch and Development Agreement • February 10th, 1997 • Biosite Diagnostics Inc • In vitro & in vivo diagnostic substances • California
EXHIBIT 1Joint Filing Agreement • January 16th, 2002 • Biosite Diagnostics Inc • In vitro & in vivo diagnostic substances
Waddell & Reed Financial, Inc., Waddell & Reed Financial Services, Inc., Waddell & Reed, Inc. and Waddell & Reed Investment Management Company (the "Filing Persons"), hereby agree to file jointly a Schedule 13G and any amendments thereto relating to the aggregate ownership by each of the Filing Persons of any voting equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, as required by Rule 13d-1 and Rule 13d-2 promulgated under the Securities Exchange Act of 1934. Each of the Filing Persons agrees that the information set forth in such Schedule 13G and any amendments thereto with respect to such Filing Person will be true, complete and correct as of the date of such Schedule 13G or such amendment, to the best of such Filing Person's knowledge and belief, after reasonable inquiry. Each of the Filing Persons makes no representations as to the accuracy or adequacy of the information set forth in the Schedule 13G or any ame
1 EXHIBIT 10.10 [CONFIDENTIAL INFORMATION REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION] DISTRIBUTION AGREEMENT THIS AGREEMENT, made and entered into on this 11th day of...Distribution Agreement • December 26th, 1996 • Biosite Diagnostics Inc • In vitro & in vivo diagnostic substances • California
1 EXHIBIT 10.15 [CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.] SUPPLY AND DISTRIBUTION AGREEMENT THIS SUPPLY AND DISTRIBUTION AGREEMENT dated as of June...Supply and Distribution Agreement • February 10th, 1997 • Biosite Diagnostics Inc • In vitro & in vivo diagnostic substances
Exhibit 10.32 SECOND AMENDMENT TO PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS THIS SECOND AMENDMENT TO PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS ("Amendment") is entered into at San Diego, California as of February 14, 2002, between H. G. FENTON...Purchase Agreement and Escrow Instructions • March 29th, 2002 • Biosite Diagnostics Inc • In vitro & in vivo diagnostic substances
1 EXHIBIT 10.20 [CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.] SETTLEMENT AND LICENSE AGREEMENT & AGREEMENT OF DISMISSAL WITH PREJUDICE THIS SETTLEMENT...Settlement and License Agreement • February 10th, 1997 • Biosite Diagnostics Inc • In vitro & in vivo diagnostic substances • New York
WITNESSETHDistribution Agreement • March 29th, 2001 • Biosite Diagnostics Inc • In vitro & in vivo diagnostic substances • California
NON-COMPETITION, NON-DISCLOSURE AND INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENTNon-Competition • May 18th, 2007 • Biosite Inc • In vitro & in vivo diagnostic substances • California
This Non-competition, Non-disclosure and Intellectual Property Assignment Agreement (the “Agreement”) entered into as of May 17, 2007, is hereby made by and between INVERNESS MEDICAL INNOVATIONS, INC., a Delaware corporation (the “Company”) and, BIOSITE INCORPORATED, a Delaware corporation (the “Employer”), on the one hand, and Gunars Valkirs, an individual, who is a resident of and employed in the State of California (“Employee”), on the other hand.
Exhibit 10.3 1996 STOCK INCENTIVE PLAN OF BIOSITE DIAGNOSTICS INCORPORATED: INCENTIVE STOCK OPTION AGREEMENT Biosite Diagnostics Incorporated, a Delaware corporation (the "Company"), hereby grants an option to purchase shares of its common stock to...Incentive Stock Option Agreement • December 11th, 1996 • Biosite Diagnostics Inc
Exhibit 10.4 1996 STOCK INCENTIVE PLAN OF BIOSITE DIAGNOSTICS INCORPORATED: NONSTATUTORY STOCK OPTION AGREEMENT Biosite Diagnostics Incorporated, a Delaware corporation (the "Company"), hereby grants an option to purchase shares of its common stock to...Nonstatutory Stock Option Agreement • December 11th, 1996 • Biosite Diagnostics Inc
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • May 2nd, 2007 • Biosite Inc • In vitro & in vivo diagnostic substances • California
THIS CONFIDENTIALITY AGREEMENT (this “Agreement”) is being entered into as of May 11, 2006, between BIOSITE INCORPORATED (“Biosite”), on the one hand, and BECKMAN COULTER, INC. (together with its subsidiaries and affiliates, “Beckman Coulter”), on the other hand.
2- 3 3.1 TERM. The term of this Lease shall be for three (3) years and zero (0) months commencing on October 1, 1994 and ending on September 30, 1997 unless sooner terminated pursuant to any provision hereof.Lease Agreement • January 7th, 1997 • Biosite Diagnostics Inc • In vitro & in vivo diagnostic substances
ContractThe Agreement and Plan of Merger • May 2nd, 2007 • Biosite Inc • In vitro & in vivo diagnostic substances
This AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of May 1, 2007, by and among Beckman Coulter, Inc., a Delaware corporation (“Parent”), Louisiana Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Purchaser”), and Biosite Incorporated, a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of March 24, 2007, by and among Parent, Purchaser and the Company (the “Merger Agreement”).
ARTICLE 1 DEFINITIONSSupply and Distribution Agreement • December 26th, 1996 • Biosite Diagnostics Inc • In vitro & in vivo diagnostic substances • California
For Executive Management/DirectorsBiosite Inc • February 26th, 2007 • In vitro & in vivo diagnostic substances
NONSTATUTORY STOCK OPTION This option is not intended to be an incentive stock option under section 422 of the Internal Revenue Code (the “Code”).
1 EXHIBIT 10.14 [CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION] COLLABORATIVE DEVELOPMENT AGREEMENT THIS COLLABORATIVE DEVELOPMENT AGREEMENT dated as of...Collaborative Development Agreement • February 10th, 1997 • Biosite Diagnostics Inc • In vitro & in vivo diagnostic substances
INDEMNITY AGREEMENTIndemnity Agreement • January 19th, 2005 • Biosite Inc • In vitro & in vivo diagnostic substances • Delaware
THIS INDEMNITY AGREEMENT, dated as of , 200 , between Biosite Incorporated, a Delaware corporation (the “Corporation”), and (the “Indemnitee”),
NON-COMPETITION, NON-DISCLOSURE AND INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENTDisclosure and Intellectual Property Assignment Agreement • March 26th, 2007 • Biosite Inc • In vitro & in vivo diagnostic substances • California
This Non-competition, Non-disclosure and Intellectual Property Assignment Agreement (the “Agreement”) entered into as of March 24, 2007, is hereby made by and between BECKMAN COULTER,INC., a Delaware corporation (the “Company”) and, BIOSITE INCORPORATED, a Delaware corporation (the “Employer”), on the one hand, and Gunars Valkirs, an individual, who is a resident of and employed in the State of California (“Employee”), on the other hand.
1 EXHIBIT 10.9 [CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.] EASY ASSAY LICENSE AGREEMENT THIS AGREEMENT, dated September 22, 1995, is entered into by...Easy Assay License Agreement • February 10th, 1997 • Biosite Diagnostics Inc • In vitro & in vivo diagnostic substances
1 EXHIBIT 10.8 [CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION] ANTIBODY LICENSE AGREEMENT THIS AGREEMENT, dated September 22, 1995, is entered into by and...Antibody License Agreement • February 10th, 1997 • Biosite Diagnostics Inc • In vitro & in vivo diagnostic substances
AGREEMENT AND PLAN OF MERGER by and among: INVERNESS MEDICAL INNOVATIONS, INC., a Delaware corporation; INCA ACQUISITION, INC., a Delaware corporation; and BIOSITE INCORPORATED, a Delaware corporation Dated as of May 17, 2007Agreement and Plan of Merger • May 18th, 2007 • Biosite Inc • In vitro & in vivo diagnostic substances • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of May 17, 2007, by and among INVERNESS MEDICAL INNOVATIONS, INC., a Delaware corporation (“Parent”); INCA ACQUISITION, INC., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Purchaser”); and BIOSITE INCORPORATED, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • May 29th, 2007 • Biosite Inc • In vitro & in vivo diagnostic substances • California
This Confidentiality Agreement (this “Agreement”) is being entered into as of April 11, 2007, between Biosite Incorporated (“Biosite”), on the one hand, and Inverness Medical Innovations, Inc. (together with its subsidiaries and affiliates, “Inverness”), on the other hand.
TRANSITION AGREEMENTTransition Agreement • March 6th, 2006 • Biosite Inc • In vitro & in vivo diagnostic substances • California
This Transition Agreement (“Agreement”) is made effective as of January 25, 2006 (“Effective Date”), by and between Biosite Incorporated (“Company”) and Thomas M. Watlington (“Mr. Watlington”), with respect to the following facts:
