EXHIBIT 10.9 SUBLEASE AGREEMENT THIS SUBLEASE (the "Sublease") dated for reference purposes October 1, 1999, is entered into by and between Wandel & Goltermann Technologies, Inc., a North Carolina corporation, hereinafter referred to as "Sublandlord",...Lease Agreement • March 24th, 2000 • Embrex Inc/Nc • Biological products, (no disgnostic substances) • North Carolina
WITNESSETH:Indemnification Agreement • May 12th, 1999 • Embrex Inc/Nc • Biological products, (no disgnostic substances) • North Carolina
Exhibit 10.1 BB&T LOAN AGREEMENTLoan Agreement • August 12th, 1999 • Embrex Inc/Nc • Biological products, (no disgnostic substances) • North Carolina
EXHIBIT 10.10 FIRST AMENDMENT TO SUBLEASE THE FIRST AMENDMENT TO SUBLEASE (the "First Amendment") made and entered into as of the 29th day of February, 2000, by and among WANDEL & GOLTERMANN TECHNOLOGIES, INC., a North Carolina corporation,...Embrex Inc/Nc • March 24th, 2000 • Biological products, (no disgnostic substances)
RIGHTS AGREEMENT between EMBREX, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent Dated as of March 6, 2006Rights Agreement • March 9th, 2006 • Embrex Inc /Nc/ • Biological products, (no disgnostic substances) • North Carolina
RIGHTS AGREEMENT, dated as of March 6, 2006 (this “Agreement”), between EMBREX, INC., a North Carolina corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York State banking corporation (the “Rights Agent”).
Exhibit 10.45 AMENDMENT TO INDEMNIFICATION AGREEMENT This Amendment to Indemnification Agreement (this "Amendment") is dated as of May 17, 2001 among Embrex, Inc. (the "Company"), John E. Klein and Walter V. Smiley.Indemnification Agreement • March 22nd, 2002 • Embrex Inc/Nc • Biological products, (no disgnostic substances)
Exhibit 10.32 AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENT This Amendment to Change in Control Severance Agreement ("Amendment"), is made and entered into this the 1st day of October, 1998, by and between Embrex, Inc., including its wholly-owned...Change in Control Severance Agreement • March 31st, 1999 • Embrex Inc/Nc • Biological products, (no disgnostic substances)
EXHIBIT 10.1* CONFIDENTIAL TREATMENT LICENSE AND ROYALTY AGREEMENT This LICENSE AND ROYALTY AGREEMENT is entered into as of June 22, 2001, (the "Effective Date") by and between PFIZER INC and its Affiliates ("Pfizer"), a Delaware corporation, having...License and Royalty Agreement • August 13th, 2001 • Embrex Inc/Nc • Biological products, (no disgnostic substances) • New York
AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement is made and entered into by EMBREX, INC., a North Carolina corporation, ("Employer") and Randall L. Marcuson ("Employee"). Employer and Employee may be collectively referred to...Employment Agreement • March 31st, 1997 • Embrex Inc/Nc • Biological products, (no disgnostic substances)
This Amendment to Employment Agreement is made and entered into by EMBREX, INC., a North Carolina corporation, ("Employer") and Randall L. Marcuson ("Employee"). Employer and Employee may be collectively referred to as "the parties". WHEREAS, the parties entered into an Employment Agreement dated January 1, 1990 (the "Agreement"); WHEREAS, Employee continues to be employed by Employer; and WHEREAS, the parties both desire to amend the prior Employment Agreement as set forth below. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to amend their prior Agreement as follows: The Agreement is hereby amended by deleting Paragraph 12, Termination and Liquidated Damages and inserting in lieu thereof the following: 12. SEVERANCE. If Employer terminates Employee's employment under this Agreement without cause, then Employee shall be entitled to receive from Employer an amount equal to 18 months of Employee's then
EXHIBIT 10.2 **** AMENDED AND RESTATED RESEARCH, DEVELOPMENT AND MARKETING AGREEMENT AGREEMENT, dated as of July 20, 2001, by and between EMBREX, INC., a North Carolina corporation ("Embrex"), and LIFESENSORS, INC., a Pennsylvania corporation...Development and Marketing Agreement • November 9th, 2001 • Embrex Inc/Nc • Biological products, (no disgnostic substances) • North Carolina
CREDIT AGREEMENTCredit Agreement • November 9th, 2001 • Embrex Inc/Nc • Biological products, (no disgnostic substances) • North Carolina
AGREEMENTAgreement • May 12th, 1999 • Embrex Inc/Nc • Biological products, (no disgnostic substances) • North Carolina
EXHIBIT 10.42 AMENDMENT TO EMPLOYMENT AGREEMENT This amendment to Employment Agreement is made and entered into by Embrex, Inc., a North Carolina corporation, ("Employer") and Joseph O'Dowd ("Employee"). Employer and Employee may be collectively...Employment Agreement • March 28th, 2003 • Embrex Inc/Nc/ • Biological products, (no disgnostic substances)
EXHIBIT 10.34* INOVOJECT(R) EGG INJECTION SYSTEM LEASE, LIMITED LICENSE, SUPPLY AND SERVICE AGREEMENTSupply and Service Agreement • March 30th, 1998 • Embrex Inc/Nc • Biological products, (no disgnostic substances)
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • July 26th, 2006 • Embrex Inc /Nc/ • Biological products, (no disgnostic substances) • North Carolina
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (“Agreement”) is made and entered into this 24th day of July, 2006 (“Effective Date”) by and between Embrex, Inc. (“Company”), a North Carolina corporation, and Ronald Bryant (“Employee”).
EXHIBIT 10.35* 26 March 1997 Gene Lovette Tyson Foods, Inc. P.O. Box 88 1600 River Road Wilkesboro, NC 28697 Dear Mr. Lovette; As discussed, EMBREX INC. and TYSON FOODS, INC. wish to make certain amendments to their Lease, Limited License, Supply and...Embrex Inc/Nc • March 30th, 1998 • Biological products, (no disgnostic substances)
EXHIBIT 10.58 ENGINEERING, PROCUREMENT, AND CONSTRUCTION AGREEMENT This ENGINEERING, PROCUREMENT, AND CONSTRUCTION AGREEMENT ("Agreement") is dated on or as of the 26th day of November, 2002 by and between the following parties:Procurement, and Construction Agreement • March 28th, 2003 • Embrex Inc/Nc/ • Biological products, (no disgnostic substances) • North Carolina
EMBREX, INC. AMENDED AND RESTATED INCENTIVE STOCK OPTION AND NONSTATUTORY STOCK OPTION PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 22nd, 2005 • Embrex Inc /Nc/ • Biological products, (no disgnostic substances) • North Carolina
This Restricted Stock Unit Agreement (“Agreement”) dated as of , 20 (the “Date of Grant”) is entered into by and between Embrex, Inc., a North Carolina corporation (the “Company”), and (the “Grantee”).
CHANGE IN CONTROL SEVERANCE AGREEMENT THIS CHANGE IN CONTROL SEVERANCE AGREEMENT ("Agreement"), is made and entered into this 26th day of August, 1996 by and between Embrex, Inc. ("Company"), a North Carolina corporation, and Rick L. Ryan...Change in Control Severance Agreement • March 31st, 1997 • Embrex Inc/Nc • Biological products, (no disgnostic substances) • North Carolina
LOAN AGREEMENT (Corporate) We are pleased to advise you that Barclays Bank PLC ("the Bank") has agreed to provide a medium term eurocurrency loan facility ("the Facility") upon and subject to the terms and conditions set out below and overleaf and the...Loan Agreement • March 31st, 1997 • Embrex Inc/Nc • Biological products, (no disgnostic substances)
EMBREX, INC. AMENDED AND RESTATED INCENTIVE STOCK OPTION AND NONSTATUTORY STOCK OPTION PLAN FORM A RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • July 26th, 2006 • Embrex Inc /Nc/ • Biological products, (no disgnostic substances) • North Carolina
This Restricted Stock Unit Agreement (“Agreement”) dated as of , 20 (the “Date of Grant”) is entered into by and between Embrex, Inc., a North Carolina corporation (the “Company”), and (the “Grantee”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 15th, 2006 • Embrex Inc /Nc/ • Biological products, (no disgnostic substances) • New York
AGREEMENT AND PLAN OF MERGER, dated as of November 14, 2006 (this “Agreement”), by and among Embrex, Inc., a North Carolina corporation (the “Company”), Pfizer Inc., a Delaware corporation (“Parent”), and Eagle Merger Sub Inc., a North Carolina corporation and wholly owned subsidiary of Parent (“Merger Sub”).
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • January 9th, 2003 • Embrex Inc/Nc • Biological products, (no disgnostic substances) • North Carolina
THIS AMENDMENT (this “Amendment”) is entered into as of January 6, 2003, by and between Embrex, Inc., a North Carolina corporation (the “Company”), and Branch Banking and Trust Company, a North Carolina banking corporation, as Rights Agent (the “Rights Agent”).
FOURTH AMENDMENT OF LEASE THIS FOURTH AMENDMENT OF LEASE, made this 1st day of October, 1994, between Glaxo Inc., a North Carolina Corporation hereinafter called "Landlord" and Embrex, Inc., a North Carolina Corporation, hereinafter called "Tenant",...Embrex Inc/Nc • March 31st, 1997 • Biological products, (no disgnostic substances)
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • November 15th, 2006 • Embrex Inc /Nc/ • Biological products, (no disgnostic substances) • North Carolina
THIS AMENDMENT NO. 1 (this “Amendment”) is entered into and dated as of November 14, 2006, by and between Embrex, Inc., a North Carolina corporation (the “Company”), and American Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”).
EMBREX, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 5th, 2003 • Embrex Inc /Nc/ • Biological products, (no disgnostic substances) • North Carolina
This Restricted Stock Agreement (this “Agreement”) is dated and made by and between (“Grantee”) and Embrex, Inc. (the “Company”) as of , 20 .
FIRST AMENDMENT TO SUBSTITUTE LEASE AGREEMENTSubstitute Lease Agreement • March 15th, 2005 • Embrex Inc /Nc/ • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO SUBSTITUTE LEASE AGREEMENT (the “Agreement”) is dated for reference purposes as of October 1, 2004 (the “Effective Date”) among W&G ASSOCIATES, a North Carolina Limited Partnership (“W&G”), and EMBREX, INC., a North Carolina corporation (“Embrex”). W&G and Embrex are sometimes referred to herein as the “Parties.”
SERVICES AGREEMENTServices Agreement • August 5th, 2003 • Embrex Inc /Nc/ • Biological products, (no disgnostic substances) • North Carolina
Services Agreement (this “Agreement”) made by and between ADVANCED AUTOMATION, INC., hereafter referred to as “AA” and EMBREX, INC., hereinafter referred to as “Embrex”.
SEVERANCE AND GENERAL RELEASE AGREEMENTSeverance and General Release Agreement • March 24th, 2006 • Embrex Inc /Nc/ • Biological products, (no disgnostic substances) • North Carolina
This SEVERANCE AND GENERAL RELEASE AGREEMENT (the “Agreement”) is made and entered into by and between Brian Hrudka (“Hrudka”) and Embrex, Inc. (“Embrex” or the “Company”).
RESIGNATION AND GENERAL RELEASE AGREEMENTResignation and General Release Agreement • April 4th, 2006 • Embrex Inc /Nc/ • Biological products, (no disgnostic substances) • North Carolina
This RESIGNATION AND GENERAL RELEASE AGREEMENT (the “Agreement”) is made and entered into by and between Catherine A. Ricks (“Ricks”) and Embrex, Inc. (“Embrex” or the “Company”).
November 11, 1996 VIA FAX - 111-61-2-899-2151 Mr. Graeme Cox Managing Director Cyanamid Websters PTY Limited P.O. Box 234 Baulkham Hills, NSW 2153 Australia RE: Limited License and Supply Agreement Dear Graeme: As has been discussed, Embrex and...Embrex Inc/Nc • March 31st, 1997 • Biological products, (no disgnostic substances)
EMBREX, INC. AMENDED AND RESTATED INCENTIVE STOCK OPTION AND NONSTATUTORY STOCK OPTION PLAN STOCK OPTION AGREEMENTIncentive Stock Option • August 5th, 2003 • Embrex Inc /Nc/ • Biological products, (no disgnostic substances) • North Carolina
Unless otherwise defined herein, the terms defined in the Amended and Restated Incentive Stock Option and Nonstatutory Stock Option Plan (the “Plan”) shall have the same defined meanings in this Option Agreement.
TERM LOAN AND SECURITY AGREEMENTTerm Loan and Security Agreement • August 5th, 2003 • Embrex Inc /Nc/ • Biological products, (no disgnostic substances) • North Carolina
This Term Loan and Security Agreement (“Agreement”) is made and entered into as of the 30th day of April, 2003 (“Effective Date”), by and between Embrex, Inc. (“Lender”) and Advanced Automation, Inc. (“Borrower”).
BB&T LOAN AGREEMENTLoan Agreement • November 4th, 2003 • Embrex Inc /Nc/ • Biological products, (no disgnostic substances) • North Carolina
This Loan Agreement (the “Agreement”) is made this 6th day of August, 2003 by and between BRANCH BANKING AND TRUST COMPANY, a North Carolina banking corporation (“Bank”), and:
AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • November 4th, 2003 • Embrex Inc /Nc/ • Biological products, (no disgnostic substances)
This Amendment to Change in Control Severance Agreement (“Amendment”), is made and entered into this the 4th day of September, 2003, by and between Embrex, Inc. (“Company”), a North Carolina corporation, and Joseph P. O’Dowd (“Employee”).
