1 EXHIBIT 10.10 INTRACEL CORPORATION EMPLOYMENT AGREEMENT This Agreement is made this June 1, 1998, by and between Intracel Corporation ("Intracel" or "Company"), a Delaware corporation of 2005 N.W. Sammamish Road, Suite 107, Issaquah, Washington, and...Employment Agreement • February 8th, 1999 • Intracel Corp • In vitro & in vivo diagnostic substances • Washington
2 3 (a) failure to either party to observe any of the terms hereof to a material extent and to remedy the same (where it is capable to being remedied) after having received reasonable notice from the aggrieved party and a reasonable opportunity to cure;Registration Rights Agreement • February 8th, 1999 • Intracel Corp • In vitro & in vivo diagnostic substances • Maryland
LEASE AGREEMENT --------------- BETWEENLease Agreement • February 8th, 1999 • Intracel Corp • In vitro & in vivo diagnostic substances • Maryland
EXHIBIT 10.33 PLEDGE AGREEMENTPledge Agreement • October 16th, 1998 • Intracel Corp • In vitro & in vivo diagnostic substances • New York
LICENSE AGREEMENTLicense Agreement • February 8th, 1999 • Intracel Corp • In vitro & in vivo diagnostic substances • Pennsylvania
LEASELease • February 8th, 1999 • Intracel Corp • In vitro & in vivo diagnostic substances • British Columbia
1 EXHIBIT 10.6 AGREEMENT AND PLAN OF REORGANIZATIONShareholders Agreement • February 8th, 1999 • Intracel Corp • In vitro & in vivo diagnostic substances • Delaware
2 3 in a transaction in which his rights under this Agreement are not properly assigned; or (ii) (A) sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, or (B) sold in a transaction exempt...Registration Rights Agreement • February 8th, 1999 • Intracel Corp • In vitro & in vivo diagnostic substances • New York
PREAMBLERegistration Rights Agreement • October 16th, 1998 • Intracel Corp • In vitro & in vivo diagnostic substances • New York
1 EXHIBIT 10.13 PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • February 8th, 1999 • Intracel Corp • In vitro & in vivo diagnostic substances • New York
1 EXHIBIT 10.31 SECURITY AGREEMENTSecurity Agreement • February 8th, 1999 • Intracel Corp • In vitro & in vivo diagnostic substances • New York
2 3 (a) failure to either party to observe any of the terms hereof to a material extent and to remedy the same (where it is capable to being remedied) after having received reasonable notice from the aggrieved party and a reasonable opportunity to cure;Distribution Agreement • July 9th, 1998 • Intracel Corp
BASIC LEASE INFORMATION Lease Date: August 22, 1988 Landlord: Issaquah #1 Limited Partnership, a Texas limited partnership Address of Landlord: 300 120th Avenue N.E. Building 1, Suite 120 Bellevue, Washington 98005 Tenant: BAXTER HEALTHCARE...Intracel Corp • February 8th, 1999 • In vitro & in vivo diagnostic substances
UNDERWRITING AGREEMENTUnderwriting Agreement • January 21st, 1999 • Intracel Corp • In vitro & in vivo diagnostic substances • New York
WITNESSETH:Agreement • February 8th, 1999 • Intracel Corp • In vitro & in vivo diagnostic substances • New York
WASHINGTON ECONOMIC DEVELOPMENT FINANCE AUTHORITY ECONOMIC DEVELOPMENT REVENUE BOND SERIES 1997-E (INTRACEL CORPORATION PROJECT)Intracel Corp • February 8th, 1999 • In vitro & in vivo diagnostic substances
EXHIBIT 10.37 JOINT VENTURE AGREEMENT THIS JOINT VENTURE AGREEMENT (this "AGREEMENT") is entered into as of December 11, 1998 by and between INTRACEL CORPORATION ("INTRACEL"), a Delaware corporation having its principal office at 1330 Piccard Drive,...Joint Venture Agreement • February 8th, 1999 • Intracel Corp • In vitro & in vivo diagnostic substances • Maryland
SECURITIESPurchase Agreement • October 16th, 1998 • Intracel Corp • In vitro & in vivo diagnostic substances • New York
WITNESSETHLicense Agreement • July 9th, 1998 • Intracel Corp • Pennsylvania
1 EXHIBIT 4.5 AMENDMENT TO REGISTRATION RIGHTS AGREEMENT Reference is made to that certain Registration Rights Agreement dated January 2, 1998 by and among Intracel Corporation, a Delaware corporation (the "Company"), and the Holders set forth therein...Registration Rights Agreement • February 8th, 1999 • Intracel Corp • In vitro & in vivo diagnostic substances
1 EXHIBIT 10.31 SECURITY AGREEMENTSecurity Agreement • October 16th, 1998 • Intracel Corp • In vitro & in vivo diagnostic substances • New York
PREAMBLEEmployment Agreement • July 9th, 1998 • Intracel Corp • New York
LEASE AGREEMENT --------------- BETWEENLease Agreement • July 9th, 1998 • Intracel Corp • Maryland
BASIC LEASE INFORMATION Lease Date: August 22, 1988 Landlord: Issaquah #1 Limited Partnership, a Texas limited partnership Address of Landlord: 300 120th Avenue N.E. Building 1, Suite 120 Bellevue, Washington 98005 Tenant: BAXTER HEALTHCARE...Intracel Corp • July 9th, 1998
1 EXHIBIT 10.19 STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 9th, 1998 • Intracel Corp • Maryland
EXHIBIT 10.32 INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • February 8th, 1999 • Intracel Corp • In vitro & in vivo diagnostic substances
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANYWarrant Purchase Agreement • February 8th, 1999 • Intracel Corp • In vitro & in vivo diagnostic substances • Pennsylvania
1 EXHIBIT 10.19 STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 8th, 1999 • Intracel Corp • In vitro & in vivo diagnostic substances • Maryland
WASHINGTON ECONOMIC DEVELOPMENT FINANCE AUTHORITY ECONOMIC DEVELOPMENT REVENUE BOND SERIES 1997-E (INTRACEL CORPORATION PROJECT)Intracel Corp • July 9th, 1998
EXHIBIT 10.16 NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • February 8th, 1999 • Intracel Corp • In vitro & in vivo diagnostic substances • New York
1 EXHIBIT 10.6 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • July 9th, 1998 • Intracel Corp • Delaware
AGREEMENTRegistration Rights Agreement • February 8th, 1999 • Intracel Corp • In vitro & in vivo diagnostic substances • Massachusetts
AGREEMENTRegistration Rights Agreement • February 8th, 1999 • Intracel Corp • In vitro & in vivo diagnostic substances • Massachusetts
AGREEMENTAgreement • February 8th, 1999 • Intracel Corp • In vitro & in vivo diagnostic substances • New York
WITNESSETH:And Waiver Agreement • January 21st, 1999 • Intracel Corp • In vitro & in vivo diagnostic substances • New York
