1 EXHIBIT 10.1(e) AMENDED AND RESTATED DISTRIBUTION AGREEMENT THIS AMENDED AND RESTATED DISTRIBUTION AGREEMENT is made and entered into as of this 18TH day of May, 1998, by and between BIOTEK SOLUTIONS, INC., a corporation organized under the laws of...Distribution Agreement • August 14th, 1998 • Ventana Medical Systems Inc • Surgical & medical instruments & apparatus • Arizona
Draft - 12/18/96 2,850,000 Shares of Common Stock VENTANA MEDICAL SYSTEMS, INC. UNDERWRITING AGREEMENT ----------------------Ventana Medical Systems Inc • December 20th, 1996 • Surgical & medical instruments & apparatus • New York
RECITALSBusiness Loan Agreement • March 31st, 1999 • Ventana Medical Systems Inc • Surgical & medical instruments & apparatus
EXHIBIT 10.19 (C) LOAN MODIFICATION AGREEMENT This Loan Modification Agreement is entered Into as of August 15, 1997, by and between Ventana Medical Systems, Inc. ("Borrower") whose address Is 3865 North Business Drive, Tucson, Arizona 85705, and...Loan Modification Agreement • March 31st, 1998 • Ventana Medical Systems Inc • Surgical & medical instruments & apparatus
AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION AND MERGER THIS AMENDMENT, made and entered into this 14th day of October, 1998, by and among VENTANA MEDICAL SYSTEMS, INC., a Delaware corporation ("Parent"), VENTANA ACQUISITION CORPORATION, a...Agreement and Plan of Reorganization • October 29th, 1998 • Ventana Medical Systems Inc • Surgical & medical instruments & apparatus • Delaware
AGREEMENT AND PLAN OF REORGANIZATION AND MERGER BY AND AMONG VENTANA MEDICAL SYSTEMS, INC., VENTANA ACQUISITION CORPORATION, AND BIOTECHNOLOGY TOOLS, INC.Ventana Medical Systems Inc • October 29th, 1998 • Surgical & medical instruments & apparatus • Delaware
[ * ] supplied to DAKO A/S (satisfies clause 4c of First Amendment [ * ] - [ * ] (satisfies clause 4c of First Amendment [ * ] - [ * ] [ * ] - These prices are firm and will not be later disputed by either partyDistribution Agreement • December 20th, 1996 • Ventana Medical Systems Inc • Surgical & medical instruments & apparatus • Illinois
ANDRights Agreement • June 9th, 1998 • Ventana Medical Systems Inc • Surgical & medical instruments & apparatus • Delaware
EXHIBIT 10.20(a) [BAND OF AMERICA LOGO] BUSINESS LOAN AGREEMENT This Agreement dated as of June 9, 1998 is between Bank of America National Trust and Savings Association (the "Bank") and Ventana Medical Systems, Inc. (the "Borrower"). 1. LINE OF...Loan Agreement • March 31st, 1999 • Ventana Medical Systems Inc • Surgical & medical instruments & apparatus • Arizona
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • January 25th, 2008 • Ventana Medical Systems Inc • Surgical & medical instruments & apparatus • Delaware
AMENDMENT, dated as of January 21, 2008 (this “Amendment”), to that certain Rights Agreement, dated as of May 6, 1998 (the “Rights Agreement”), between Ventana Medical Systems, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A. (as successor to Norwest Bank Minnesota, N.A.), as rights agent (the “Rights Agent”).
AGREEMENT AND PLAN OF MERGER dated as of January 21, 2008 among VENTANA MEDICAL SYSTEMS, INC., ROCHE HOLDINGS, INC. and ROCKET ACQUISITION CORPORATIONAgreement and Plan of Merger • January 25th, 2008 • Ventana Medical Systems Inc • Surgical & medical instruments & apparatus • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of January 21, 2008, among VENTANA MEDICAL SYSTEMS, INC., a Delaware corporation (the “Company”), ROCHE HOLDINGS, INC., a Delaware corporation (“Parent”), and ROCKET ACQUISITION CORPORATION, a Delaware corporation and a wholly-owned indirect subsidiary of Parent (“Merger Subsidiary”).
VENTANA MEDICAL SYSTEMS, INC.Stock Option Award Agreement • February 16th, 2007 • Ventana Medical Systems Inc • Surgical & medical instruments & apparatus • Arizona
Unless otherwise defined herein, the terms defined in the 2005 Incentive Plan (the “Plan”) will have the same defined meanings in this Award Agreement.
Board of Directors Ventana Medical Systems, Inc. Tucson, Arizona 85755 Members of the Board of Directors:Ventana Medical Systems Inc • January 25th, 2008 • Surgical & medical instruments & apparatus
Ventana Medical Systems, Inc. (the “Company”), Roche Holdings, Inc. (the “Acquiror”) and Rocket Acquisition Corporation, a newly formed, wholly owned subsidiary of the Acquiror (the “Acquisition Sub”), are entering into an Agreement and Plan of Merger, dated as of January 21, 2008 (the “Agreement”), pursuant to which (i) the Acquiror and the Acquisition Sub would amend the tender offer (the “Tender Offer”) for all outstanding shares of the common stock, par value $0.001 per share, of the Company (the “Company Shares”) to increase the purchase price to $89.50 per share, net to the seller in cash (the “Consideration”), and (ii) Acquisition Sub would be merged with the Company in a merger (the “Merger”), in which each Company Share not acquired in the Tender Offer, other than Company Shares held in treasury or held by the Acquiror or its subsidiaries, or as to which dissenter’s rights have been perfected, would be converted into the right to receive the Consideration. The Tender Offer and
VOLUNTARY SEPARATION AGREEMENT AND RELEASEVoluntary Separation Agreement and Release • April 30th, 2007 • Ventana Medical Systems Inc • Surgical & medical instruments & apparatus
THIS VOLUNTARY SEPARATION AGREEMENT AND RELEASE (this “Agreement”) is entered into as of the date hereinafter set forth by and between Ventana Medical Systems, Inc., (the “Company” or “Ventana”), and Mr. Nicholas Malden (“Mr. Malden”).
Ventana / Roche Merger Agreement — Employee FAQsVentana Medical Systems Inc • January 23rd, 2008 • Surgical & medical instruments & apparatus
RECITALSVentana Medical Systems Inc • March 31st, 1999 • Surgical & medical instruments & apparatus
STOCKHOLDER TENDER AND SUPPORT AGREEMENTStockholder Tender and Support Agreement • January 25th, 2008 • Ventana Medical Systems Inc • Surgical & medical instruments & apparatus • Delaware
This Stockholder Tender and Support Agreement dated as of January 21, 2008 (this “Agreement”) is among each of the individuals or entities listed on a signature page hereto (each, a “Stockholder”) and Roche Holdings, Inc., a Delaware corporation (“Parent”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger dated as of the date of this Agreement (the “Merger Agreement”) among Parent, Rocket Acquisition Corporation, a Delaware corporation and a wholly-owned indirect subsidiary of Parent (“Merger Subsidiary”), and Ventana Medical Systems, Inc., a Delaware corporation (the “Company”).
VOLUNTARY SEPARATION AGREEMENT AND RELEASEVoluntary Separation Agreement and Release • April 30th, 2007 • Ventana Medical Systems Inc • Surgical & medical instruments & apparatus
THIS VOLUNTARY SEPARATION AGREEMENT AND RELEASE (this "Agreement") is entered into as of the date hereinafter set forth by and between Ventana Medical Systems, Inc., (the "Company" or "Ventana"), and Mr. Tim B. Johnson ("Mr. Johnson").
GUARANTEEGuarantee • January 25th, 2008 • Ventana Medical Systems Inc • Surgical & medical instruments & apparatus • Delaware
GUARANTEE dated as of January 21, 2008 by Roche Holding Ltd, a joint stock company organized under the laws of Switzerland (the “Guarantor”), for the benefit of Ventana Medical Systems, Inc. (the “Beneficiary”).
STOCK PURCHASE AGREEMENT by and between The Stockholders and Optionholders of Spring BioScience Corporation, as Sellers and Ventana Medical Systems, Inc., as Purchaser Dated September 4, 2007Stock Purchase Agreement • October 23rd, 2007 • Ventana Medical Systems Inc • Surgical & medical instruments & apparatus • Delaware
ESCROW AGREEMENTEscrow Agreement • October 23rd, 2007 • Ventana Medical Systems Inc • Surgical & medical instruments & apparatus • Arizona
THIS ESCROW AGREEMENT (the “Escrow Agreement”) is dated as of the 4th day of September 2007, by and among Ventana Medical Systems, Inc., a Delaware corporation (“Purchaser”), Glenn Takayama and Haiying Xia (“Seller Representatives”) on behalf of the individuals set forth on Exhibit A hereto (“Sellers”), and Thomas Title & Escrow, LLC, an Arizona limited liability company (the “Escrow Agent”).
