Procyte Corp /Wa/ Sample Contracts

BY AND BETWEEN
Purchase and Sale Agreement • May 12th, 1998 • Procyte Corp /Wa/ • Pharmaceutical preparations • Washington
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BY AND BETWEEN
Employment Agreement • May 12th, 1998 • Procyte Corp /Wa/ • Pharmaceutical preparations • Washington
RECITALS: ---------
Asset Purchase Agreement • August 2nd, 2001 • Procyte Corp /Wa/ • Pharmaceutical preparations • Washington
INDEMNITY AGREEMENT between TYPE IN EXECUTIVE NAME and
Indemnity Agreement • August 12th, 1998 • Procyte Corp /Wa/ • Pharmaceutical preparations • Washington
EXHIBIT 4.1
Rights Agreement • May 28th, 1998 • Procyte Corp /Wa/ • Pharmaceutical preparations • Washington
EXHIBIT 10.3 CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • August 12th, 1998 • Procyte Corp /Wa/ • Pharmaceutical preparations
BY AND BETWEEN
Employment Agreement • May 12th, 1998 • Procyte Corp /Wa/ • Pharmaceutical preparations • Washington
EXHIBIT 10.6 AGREEMENT BETWEEN HYMEDIX INTERNATIONAL, INC. AND PROCYTE CORPORATION
Stock Acquisition Agreement • March 25th, 1996 • Procyte Corp /Wa/ • Pharmaceutical preparations • Washington
CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • August 12th, 2004 • Procyte Corp /Wa/ • Pharmaceutical preparations

This Change of Control Agreement (this “Agreement”), dated as of July 1, 2004, is between PROCYTE CORPORATION, a Washington corporation (the “Company”), and JOHN F. CLIFFORD (the “Executive”).

EXHIBIT 10.2 CHANGE OF CONTROL AGREEMENT between
Change of Control Agreement • August 12th, 1998 • Procyte Corp /Wa/ • Pharmaceutical preparations
AGREEMENT AND PLAN OF MERGER by and among
Agreement and Plan of Merger • December 6th, 2004 • Procyte Corp /Wa/ • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is entered into as of December 1, 2004, by and among PhotoMedex, Inc., a Delaware corporation (“Buyer”), Gold Acquisition Corp., a Washington corporation (“Merger Sub”), and a direct wholly-owned subsidiary of Buyer, and ProCyte Corporation, a Washington corporation (“Company”).

FIFTH AMENDMENT TO LEASE
To Lease • October 28th, 2004 • Procyte Corp /Wa/ • Pharmaceutical preparations

This FIFTH AMENDMENT TO LEASE (this “Fifth Amendment”) is made this 20th day of October, 2004, by and between TIAA REALTY, INC., a Delaware corporation (“Landlord”) and PROCYTE CORPORATION, a Washington corporation (“Tenant”).

RECITALS
Employment and Separation Agreement • March 31st, 1998 • Procyte Corp /Wa/ • Pharmaceutical preparations
INDEMNITY AGREEMENT
Indemnity Agreement • August 20th, 2004 • Procyte Corp /Wa/ • Pharmaceutical preparations • Washington

THIS INDEMNITY AGREEMENT (this “Agreement”) is made by and between PROCYTE CORPORATION, a Washington corporation (the “Company”), and ROBERT W. BENSON (the “Indemnitee”), as of June 3, 2004.

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Rights Agreement • December 6th, 2004 • Procyte Corp /Wa/ • Pharmaceutical preparations

Subject to the terms hereof, pursuant to Section 26 of the Rights Agreement, dated as of December 7, 1994, by and between ProCyte Corporation (the "Company") and Computershare Investor Services (formerly, American Securities Transfer, Inc.) (the "Rights Agreement"), the Company, by this Amendment of Rights Agreement dated as of December 1, 2004, does hereby amend the Rights Agreement as follows:

PROCYTE CORPORATION KEY EXECUTIVE SEVERANCE AGREEMENT
Procyte Corporation Key Executive Severance Agreement • August 12th, 2004 • Procyte Corp /Wa/ • Pharmaceutical preparations

This Key Executive Severance Agreement (this “Agreement”), dated and effective as of July 1, 2004, is between PROCYTE CORPORATION, a Washington corporation (the “Company”), and JOHN F. CLIFFORD (the “Executive”).

ASSET PURCHASE AGREEMENT by and among ProCyte Corporation as Seller and ICOS Corporation as Purchaser and AMT Capital, Ltd., solely for the purpose of Section 3.5(b)
Asset Purchase Agreement • October 28th, 2004 • Procyte Corp /Wa/ • Pharmaceutical preparations • Washington

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of the 22nd day of October, 2004, by and among ProCyte Corporation, a Washington corporation (“Seller”), AMT Capital, Ltd., a Texas limited partnership (“AMT”), solely for the purpose of Section 3.5(b), and ICOS Corporation, a Delaware corporation (“Purchaser”).

STOCKHOLDER AGREEMENT
Stockholder Agreement • December 6th, 2004 • Procyte Corp /Wa/ • Pharmaceutical preparations • Delaware

THIS STOCKHOLDER AGREEMENT (the “Agreement”) is entered into as of December 1, 2004, by and among PhotoMedex, Inc, a Delaware corporation (“Buyer”), Gold Acquisition Corp., Inc., a Washington corporation and wholly owned subsidiary of Buyer (“Merger Sub”), and the undersigned stockholder (“Stockholder”) of ProCyte Corporation, a Washington corporation (“Company”).

RECITALS
Consulting and Separation Agreement • November 14th, 1996 • Procyte Corp /Wa/ • Pharmaceutical preparations
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