ASSET PURCHASE AGREEMENT BY AND BETWEEN STRATAGENE CORPORATION AND CATALYST ASSETS LLC Dated as of April 5, 2007Asset Purchase Agreement • April 11th, 2007 • Stratagene Corp • Biological products, (no disgnostic substances) • Delaware
assignment shall not be considered a “transfer” in violation of the rights and restrictions in paragraph 2 of this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. For purposes of this Agreement, the term “Affiliates” shall mean for a company, any corporation or other business entity in which such company owns or controls, directly or indirectly, at least fifty percent (50%) of the outstanding stock or other voting rights entitled to elect directors; provided, however, that in any country where the local law does not permit foreign equity participation of at least 50%, then an “Affiliate” shall include any corporation or other business Entity in which the company owns or controls, directly or indirectly, the maximum percentage of such outstanding stock or voting rights permitted by local law.
SEVERANCE WAIVER AGREEMENTSeverance Waiver Agreement • April 11th, 2007 • Stratagene Corp • Biological products, (no disgnostic substances) • California
THIS SEVERANCE WAIVER AGREEMENT (the “Agreement”), is dated and effective as of April 5, 2007, is made and entered into by and between Stratagene Corporation, a Delaware corporation (the “Company”), and Joseph A. Sorge, M.D. ( “Sorge”).
VOTING AGREEMENTVoting Agreement • April 11th, 2007 • Stratagene Corp • Biological products, (no disgnostic substances) • Delaware
This VOTING AGREEMENT (the “Agreement”), dated as of April 5, 2007, is made among Agilent Technologies, Inc., a Delaware corporation (“Acquiror”), and Joseph A. Sorge, M.D., J.A. Sorge Trust I, J.A. Sorge Trust II, J.A. Sorge Trust III, J.A. Sorge Trust IV, Joseph A. Sorge Charitable Remainder Trust dated December 26, 2002 and BioSenses Partners, L.P. (collectively, the “Stockholder”).
LICENSE AGREEMENTLicense Agreement • April 11th, 2007 • Stratagene Corp • Biological products, (no disgnostic substances) • New York
This License Agreement (this “Agreement”) is effective as of the Effective Date, as defined below, and is between Agilent Technologies, Inc. (“Agilent”) incorporated under the laws of the State of Delaware, with a place of business at 5301 Stevens Creek Blvd, Santa Clara, California, and Catalyst Assets LLC (“Catalyst”), a limited liability company under the laws of Delaware, with a place of business at 3545 South Park Drive, Jackson, Wyoming 83001 (the “Agreement”). Each of Agilent and Catalyst is a “Party” and together they are the “Parties” to this Agreement. Any other Entity is a “Third Party.”
