AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 10th, 2007 • Bioveris Corp • Laboratory analytical instruments • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of April 4, 2007 (this "Agreement"), is among Roche Holding Ltd, a joint stock company organized under the laws of Switzerland ("Parent"), Lili Acquisition Corporation, a newly-formed Delaware corporation and an indirect wholly-owned Subsidiary of Parent ("Merger Sub"), and BioVeris Corporation, a Delaware corporation (the "Company"). Certain capitalized terms used in this Agreement are as defined in this Agreement.
LICENSE AGREEMENTLicense Agreement • April 10th, 2007 • Bioveris Corp • Laboratory analytical instruments • New York
THIS LICENSE AGREEMENT (the “Agreement”) is made as of the _____ day of April, 2007, by and between BioVeris Corporation (“BioVeris”), a Delaware corporation having a principal place of business at 16020 Industrial Drive, Gaithersburg, Maryland 20877, United States of America, and 32 Mott Street Acquisition II, LLC (“Newco”), a Delaware limited liability company having offices at __________________________________, with reference to the following facts:
ECL ASSET TRANSFER AGREEMENT Dated as of April 4, 2007 between BIOVERIS CORPORATION and 32 MOTT STREET ACQUISITION II, LLCEcl Asset Transfer Agreement • April 10th, 2007 • Bioveris Corp • Laboratory analytical instruments • Delaware
This ECL ASSET TRANSFER AGREEMENT (this ECL Asset Transfer Agreement, together with all annexes, exhibits, schedules and other documents attached hereto, hereinafter referred to as the “Agreement”) dated as of April 4, 2007 is made by and between BioVeris Corporation, a Delaware corporation (“Seller”), and 32 Mott Street Acquisition II, LLC, a Delaware limited liability company (“Purchaser”).
TRANSACTION AGREEMENTTransaction Agreement • April 10th, 2007 • Bioveris Corp • Laboratory analytical instruments • Delaware
This TRANSACTION AGREEMENT, dated as of April 4, 2007 (this “Agreement”), is by and between Samuel J. Wohlstadter (the “Stockholder”) and Roche Holdings Ltd (“Roche”).
VACCINES ASSET TRANSFER AGREEMENT Dated as of April 4, 2007 between BIOVERIS CORPORATION and 32 MOTT STREET ACQUISITION I, LLCVaccines Asset Transfer Agreement • April 10th, 2007 • Bioveris Corp • Laboratory analytical instruments • Delaware
This VACCINES ASSET TRANSFER AGREEMENT (this Vaccines Asset Transfer Agreement, together with all annexes, exhibits, schedules and other documents attached hereto, hereinafter referred to as the “Agreement”) dated as of April 4, 2007 is made by and between BioVeris Corporation, a Delaware corporation (“Seller”), and 32 Mott Street Acquisition I, LLC, a Delaware limited liability company (“Purchaser”).
STOCKHOLDERS AGREEMENTStockholders Agreement • April 10th, 2007 • Bioveris Corp • Laboratory analytical instruments
AGREEMENT, dated as of April 4, 2007 among Roche Holding Ltd, a joint stock company organized under the laws of Switzerland (“Parent”), and the stockholders of BioVeris Corporation, a Delaware corporation (the “Company”), that are parties hereto (each, a “Stockholder” and, collectively, the “Stockholders”).
NON-DISCLOSURE AND NON-SOLICITATION AGREEMENTNon-Disclosure And • April 10th, 2007 • Bioveris Corp • Laboratory analytical instruments
This Non-Disclosure and Non-Solicitation Agreement (this “Agreement”) is made this 4th day of April 2007, by and between BioVeris Corporation, its present and former subsidiaries, affiliated divisions and companies, successors, and assigns (collectively, “BioVeris”) and Samuel J. Wohlstadter (“SJW”). BioVeris and SJW may hereinafter be referred to individually as a “Party” and collectively as the “Parties.”
