EXHIBIT 2.1 FINAL EXECUTED -------------- AGREEMENT AND PLAN OF MERGER BY AND AMONG CYTYC CORPORATION, CRUISER, INC.Agreement and Plan of Merger • February 20th, 2002 • Cytyc Corp • Laboratory analytical instruments • Delaware
andRights Agreement • August 29th, 1997 • Cytyc Corp • Laboratory analytical instruments • Delaware
EXHIBIT 10.1 ***PORTIONS OF THIS EXHIBIT MARKED BY BRACKETS ("[_____]") OR OTHERWISE INDICATED HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE...Service Agreement • May 13th, 2003 • Cytyc Corp • Laboratory analytical instruments • New York
LABORATORY CORPORATION OF AMERICA HOLDINGS ("LabCorp") MASTER AGREEMENTMaster Agreement • March 24th, 2003 • Cytyc Corp • Laboratory analytical instruments • North Carolina
Exhibit 99.1 STOCKHOLDERS AGREEMENTStockholders Agreement • February 20th, 2002 • Cytyc Corp • Laboratory analytical instruments • Delaware
EXHIBIT 10.13 [LOGO] CYTYC corporation SUPPLY AGREEMENT THIS AGREEMENT is made effective as of the 31st December 2000 by and between 1. Whatman, Inc., a US Corporation incorporated in the state of New Jersey, , having an address at 9 Bridewell Place,...Supply Agreement • March 24th, 2003 • Cytyc Corp • Laboratory analytical instruments • Massachusetts
OFFICE LEASEOffice Lease • January 30th, 2004 • Cytyc Corp • Laboratory analytical instruments • Massachusetts
CYTYC CORPORATIONRights Agreement • December 17th, 1998 • Cytyc Corp • Laboratory analytical instruments
UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • January 7th, 1997 • Cytyc Corp • Laboratory analytical instruments • New York
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 19th, 2001 • Cytyc Corp • Laboratory analytical instruments • Delaware
WITNESSETH:Voting Agreement • October 19th, 2001 • Cytyc Corp • Laboratory analytical instruments • Delaware
Pursuant to the Agreement and Plan of Merger dated as of ___________, 2001 (the "Reorganization Agreement"), among Cytyc Corporation, a Delaware ------------------------ corporation ("Parent"); Cytyc Health Corporation, a Delaware corporation and a...Registration Rights Agreement • October 19th, 2001 • Cytyc Corp • Laboratory analytical instruments • Delaware
CREDIT AGREEMENT dated as of June 30, 2006 among CYTYC CORPORATION The Lenders Party Hereto CITIZENS BANK OF MASSACHUSETTS and HSBC BANK USA, NATIONAL ASSOCIATION as Co-Documentation Agents BANK OF AMERICA, N.A. as Syndication Agent and JPMORGAN CHASE...Credit Agreement • July 7th, 2006 • Cytyc Corp • Laboratory analytical instruments • New York
CREDIT AGREEMENT dated as of June 30, 2006 among CYTYC CORPORATION, the LENDERS party hereto, CITIZENS BANK OF MASSACHUSETTS and HSBC BANK USA, NATIONAL ASSOCIATION, as Co-Documentation Agents, BANK OF AMERICA, N.A., as Syndication Agent and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent.
REGISTRATION RIGHTS AGREEMENT dated as of March 22, 2004 between CYTYC CORPORATION and MORGAN STANLEY & CO. INCORPORATED, as representative of the Initial PurchasersRegistration Rights Agreement • June 7th, 2004 • Cytyc Corp • Laboratory analytical instruments • New York
REGISTRATION RIGHTS AGREEMENT dated as of March 22, 2004 between CYTYC Corporation, a Delaware corporation (the “Company”), and Morgan Stanley & Co. Incorporated, as representative of the several initial purchasers listed on Schedule I (the “Initial Purchasers”) to the Purchase Agreement dated March 16, 2004 (the “Purchase Agreement”) with the Company. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • May 21st, 2007 • Cytyc Corp • Laboratory analytical instruments • Massachusetts
CHANGE OF CONTROL AGREEMENT by and between Hologic, Inc., a Delaware corporation (the “Company”), and Patrick J. Sullivan (the “Executive”), dated as of May 20, 2007.
EXHIBIT 4.4 AMENDMENT TO RIGHTS AGREEMENT 1. GENERAL BACKGROUND. In accordance with Section 27 of the Rights Agreement between BANKBOSTON, N.A. (the "Rights Agent") and CYTYC CORPORATION (THE "COMPANY") dated 8/27/97 (the "Rights Agreement"), the...Rights Agreement • January 30th, 2004 • Cytyc Corp • Laboratory analytical instruments
EXHIBIT 10.11 COPROMOTION AGREEMENT This COPROMOTION AGREEMENT (the "Agreement") is made May ____, 1997, and is effective April 25, 1997, by and between CYTYC CORPORATION, a Delaware corporation maintaining its principal business offices at 85 Swanson...Copromotion Agreement • March 31st, 1998 • Cytyc Corp • Laboratory analytical instruments • Indiana
AGREEMENT AND PLAN OF MERGER by and among CYTYC CORPORATION (“Parent”) AUGUSTA MEDICAL CORPORATION (“Purchaser”) and ADEZA BIOMEDICAL CORPORATION (the “Company”) Dated as of February 11, 2007Agreement and Plan of Merger • February 13th, 2007 • Cytyc Corp • Laboratory analytical instruments • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of February 11, 2007 by and among Cytyc Corporation, a Delaware corporation (“Parent”), Augusta Medical Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Purchaser”), and Adeza Biomedical Corporation, a Delaware corporation (the “Company”).
RETENTION AND SEVERANCE AGREEMENTRetention and Severance Agreement • May 21st, 2007 • Cytyc Corp • Laboratory analytical instruments • Massachusetts
WHEREAS, pursuant to that certain Agreement and Plan of Merger by and among the Company, Nor’easter Corp. and Cytyc Corporation (“Cytyc”) dated as of May 20, 2007 (the “Merger Agreement”), the stockholders of Cytyc will receive over 50% of the outstanding shares of the Company upon the Closing Date (as such term is defined in the Merger Agreement);
EXHIBIT 10.9 LEASE AMENDMENT NO 1 THIS LEASE AMENDMENT NO. 1 (this "Amendment") is made as of this 1st day of August, 1997 between A-B Properties, L.L.C., as successor landlord to BFA Realty Partnership, L.P., having an address c/o Winstanly...Cytyc Corp • March 31st, 1998 • Laboratory analytical instruments
Exhibit 99.2 TRANSACTION OPTION AGREEMENTTransaction Option Agreement • February 20th, 2002 • Cytyc Corp • Laboratory analytical instruments • Delaware
Exhibit 10.15 CHANGE OF CONTROL AGREEMENT This Change of Control Agreement (the "Agreement") is made and entered into as of July 30, 2002 (the "Execution Date"), by and between Cytyc Corporation ("Company") and XXXXXXXXXXXX (the "Executive"). WHEREAS,...Change of Control Agreement • March 24th, 2003 • Cytyc Corp • Laboratory analytical instruments • Massachusetts
AGREEMENT AND PLAN OF MERGER BY AND AMONG HOLOGIC, INC. NOR’EASTER CORP. AND CYTYC CORPORATION Dated: May 20, 2007Agreement and Plan of Merger • May 21st, 2007 • Cytyc Corp • Laboratory analytical instruments • Delaware
AGREEMENT AND PLAN OF MERGER (as the same may be amended from time to time in accordance with its terms, this “Agreement”) dated as of May 20, 2007, by and among Cytyc Corporation, a Delaware corporation (“Cyclone”), Hologic, Inc., a Delaware corporation (“Hurricane”), and Nor’easter Corp., a Delaware corporation and a wholly owned subsidiary of Hurricane (“MergerSub”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 2nd, 2004 • Cytyc Corp • Laboratory analytical instruments • Delaware
WHEREAS, the Board of Directors has determined that it is in the best interest of the Company’s shareholders to attract and retain qualified persons as directors and officers, and that the Company should act to assure such persons that there will be adequate certainty of protection through indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the Company; and
Offer to Purchase for Cash All Outstanding Shares of Common Stock of Adeza Biomedical Corporation at $24.00 Net Per Share by Augusta Medical Corporation a direct wholly-owned subsidiary of Cytyc Corporation THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE...Merger Agreement • February 16th, 2007 • Cytyc Corp • Laboratory analytical instruments
The Offer is being made according to an Agreement and Plan of Merger, dated as of February 11, 2007 (the “Merger Agreement”), by and among Cytyc Corporation, a Delaware corporation (“Cytyc”), Augusta Medical Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Cytyc (the “Purchaser”), and Adeza Biomedical Corporation, a Delaware corporation (“Adeza”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among CYTYC CORPORATION, POLARIS ACQUISITION CORP., PROXIMA THERAPEUTICS, INC. and RYAN D. DRANT, as STOCKHOLDERS’ REPRESENTATIVE (solely for purposes of Section 9.05) Dated as of February 9, 2005Agreement and Plan of Merger and Reorganization • February 15th, 2005 • Cytyc Corp • Laboratory analytical instruments • Massachusetts
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of February 9, 2005 (the “Agreement Date”), among CYTYC CORPORATION, a Delaware corporation (“Parent”), POLARIS ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), PROXIMA THERAPEUTICS, INC., a Delaware corporation (the “Company”), and Ryan D. Drant, as Stockholders’ Representative (as defined in Section 9.05 hereof and solely for purposes thereof).
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • November 12th, 2003 • Cytyc Corp • Laboratory analytical instruments • Massachusetts
This Change of Control Agreement (the “Agreement”) is dated as of July 23, 2003 (the “Effective Date”), between Cytyc Corporation, (the “Company”), and [EMPLOYEE] (the “Employee”), a resident of [STATE].
CYTYC CORPORATIONRestricted Stock Agreement • September 19th, 2005 • Cytyc Corp • Laboratory analytical instruments
Cytyc Corporation, a Delaware corporation (the “Company”), hereby grants (the “Grant”) shares of its common stock, $.01 par value, (the “Stock”) to the Grantee named below, subject to the vesting conditions set forth in the attachment. Additional terms and conditions of the Grant are set forth in this cover sheet, in the attachment and in the Company’s 2004 Omnibus Stock Plan (the “Plan”).
FORM OF AMENDMENT TO CHANGE OF CONTROL AGREEMENTChange of Control Agreement • May 21st, 2007 • Cytyc Corp • Laboratory analytical instruments
This AMENDMENT TO CHANGE OF CONTROL AGREEMENT (the “Amendment”) is dated as of , 2007, between Cytyc Corporation, (the “Company”), and (the “Employee”).
CYTYC CORPORATIONStock Unit Agreement • December 14th, 2005 • Cytyc Corp • Laboratory analytical instruments
Cytyc Corporation, a Delaware corporation (the “Company”), hereby grants (the “Grant”) stock units (“Stock Units”) relating to its shares of its common stock, $.01 par value, (the “Stock”) to the Grantee named below, subject to the vesting conditions set forth in the attachment. Additional terms and conditions of the Grant are set forth in this cover sheet, in the attachment and in the Company’s 2004 Omnibus Stock Plan (the “Plan”).
AMENDMENT No. 2Cytyc Corp • May 6th, 2004 • Laboratory analytical instruments
This Amendment No. 2, dated, March 11, 2004 to the Master Agreement effective February 1, 2000, and amended as of December 20, 2001 (hereinafter referred to as “the Agreement”) between Laboratory Corporation of America Holdings (hereinafter referred to as “LabCorp”) and Cytyc Corporation (hereinafter referred to as “Cytyc”). LabCorp and Cytyc are collectively referred to herein as the “Parties.”
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 5th, 2004 • Cytyc Corp • Laboratory analytical instruments • California
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of March 1, 2004 (the “Agreement Date”), by and among (i) Cytyc Corporation, a Delaware corporation (the “Parent”), (ii) Radio Acquisition Corp., a California corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), (iii) Novacept, a California corporation (the “Company”), and (iv) for the limited purposes of agreeing to perform the duties specified in Section 2.5, David Clapper and Edward Unkart, acting jointly as the Shareholder Representative referred to herein. Capitalized terms used herein without definition shall have the respective meanings set forth in Section 10.2 hereof.
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER AND WAIVERThe Agreement and Plan of Merger and Waiver • April 27th, 2004 • Cytyc Corp • Laboratory analytical instruments
This Amendment No. 1 to the Agreement and Plan of Merger and Waiver (this “Amendment”), is made and entered into as of March 22, 2004, by and among (i) Cytyc Corporation, a Delaware corporation (the “Parent”), (ii) Radio Acquisition Corp., a California corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), (iii) Novacept, a California corporation (the “Company”), and (iv) David Clapper and Edward Unkart, acting jointly as the Shareholder Representative referred to in the Agreement and Plan of Merger, dated March 1, 2004, by and among the Parent, Merger Sub, the Company and the Shareholder Representative named therein (the “Merger Agreement”). Capitalized terms used herein without definition shall have the respective meanings set forth in the Merger Agreement.
MASTER AGREEMENTMaster Agreement • November 2nd, 2004 • Cytyc Corp • Laboratory analytical instruments
This Agreement (the “Agreement”) between Cytyc Corporation and its wholly owned subsidiaries, including but not limited to Cytyc Limited Partnership, (“Cytyc”) and Laboratory Corporation of America Holdings, (“LabCorp”) and its Affiliated Laboratories (1) (collectively, the “Parties’) sets forth the terms and conditions upon which Cytyc will sell and LabCorp will purchase various products and services identified in Addenda annexed hereto and incorporated herein.
CYTYC CORPORATION 2004 OMNIBUS STOCK PLAN NONQUALIFIED STOCK OPTION AGREEMENT FOR OFFICERSNonqualified Stock Option Agreement • November 2nd, 2004 • Cytyc Corp • Laboratory analytical instruments • Delaware
Cytyc Corporation, a Delaware corporation (the “Company”), grants an option to purchase shares of its common stock, $.01 par value per share (the “Shares”), to the Optionee named below. The terms and conditions of the option are set forth in this cover sheet, the Incentive Stock Option Agreement for Executive Officers (the “Agreement”) and the Company’s 2004 Omnibus Stock Plan (the “Plan”). Copies of the Agreement and the Plan are attached to this cover sheet. Certain capitalized terms used in this cover sheet and the Agreement are defined in the Plan and have the meaning set forth in the Plan.
