Therasense Inc Sample Contracts

by and among
Agreement and Plan of Merger • January 22nd, 2004 • Therasense Inc • Surgical & medical instruments & apparatus • Delaware
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RIGHTS AGREEMENT
Rights Agreement • March 11th, 2003 • Therasense Inc • Surgical & medical instruments & apparatus • New York
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RECITALS --------
Indemnification Agreement • July 3rd, 2001 • Therasense Inc • Surgical & medical instruments & apparatus • Delaware
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Stockholder Agreement • January 22nd, 2004 • Therasense Inc • Surgical & medical instruments & apparatus • Delaware
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EXHIBIT 4.1 AMENDMENT TO RIGHTS AGREEMENT This Amendment dated as of January 12, 2004 (the "Amendment"), to the Rights Agreement (the "Rights Agreement"), dated as of March 7, 2003, between TheraSense, Inc., a Delaware corporation (the "Company"), and...
Rights Agreement • January 13th, 2004 • Therasense Inc • Surgical & medical instruments & apparatus
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AGREEMENT ---------
Change of Control Agreement • September 17th, 2001 • Therasense Inc • Surgical & medical instruments & apparatus • California
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CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION]
License Agreement • October 10th, 2001 • Therasense Inc • Surgical & medical instruments & apparatus
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CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION]
Therasense Inc • October 2nd, 2001 • Surgical & medical instruments & apparatus • Georgia
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CONFIDENTIAL TREATMENT REQUESTED, CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION]
Agreement • October 10th, 2001 • Therasense Inc • Surgical & medical instruments & apparatus • England
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CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.]
Therasense Inc • October 10th, 2001 • Surgical & medical instruments & apparatus • Texas
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EXHIBIT 10.24 FIRST AMENDMENT TO THE AGREEMENT ENTITLED "SPONSORED RESEARCH AGREEMENT NO. UTA 98-0296" ENTERED INTO MARCH 19, 1998 BETWEEN THE UNIVERSITY OF TEXAS AT AUSTIN AND E. HELLER AND COMPANY (the "Amendment") This Amendment to the Sponsored...
The Agreement • August 13th, 2001 • Therasense Inc • Surgical & medical instruments & apparatus • Texas
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JOINT FILING AGREEMENT
Joint Filing Agreement • January 22nd, 2004 • Therasense Inc • Surgical & medical instruments & apparatus

This will confirm the agreement by and between the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to beneficial ownership by the undersigned of shares of Common Stock, par value $.001 per share, of TheraSense, Inc. is being filed on behalf of each of the undersigned under the Securities Exchange Act of 1934, as amended. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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FIRST AMENDMENT TO THE AGREEMENT ENTITLED "ASSIGNMENT OF PATENT RIGHTS AND TECHNOLOGY" ENTERED INTO AUGUST 1, 1991 BETWEEN THE UNIVERSITY OF TEXAS, ADAM HELLER, AND E. HELLER AND COMPANY (THE "AMENDMENT")
Therasense Inc • July 3rd, 2001 • Surgical & medical instruments & apparatus • Texas
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RECITALS
Master Purchase Agreement • October 10th, 2001 • Therasense Inc • Surgical & medical instruments & apparatus • Georgia
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FIRST AMENDMENT TO THE AGREEMENT ENTITLED "ASSIGNMENT OF PATENT RIGHTS AND TECHNOLOGY" ENTERED INTO AUGUST 1, 1991 BETWEEN THE UNIVERSITY OF TEXAS, ADAM HELLER, AND E. HELLER AND COMPANY (THE "AMENDMENT")
Therasense Inc • September 17th, 2001 • Surgical & medical instruments & apparatus • Texas
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AMENDMENT TO
International Distributor Agreement • March 20th, 2002 • Therasense Inc • Surgical & medical instruments & apparatus
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FIRST AMENDMENT TO THE AGREEMENT ENTITLED "ASSIGNMENT OF PATENT RIGHTS AND TECHNOLOGY" ENTERED INTO AUGUST 1, 1991 BETWEEN THE UNIVERSITY OF TEXAS, ADAM HELLER, AND E. HELLER AND COMPANY (THE "AMENDMENT")
Therasense Inc • October 11th, 2000 • Texas
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This TECHNOLOGY PURCHASE AGREEMENT (this "Agreement") is entered into --------- as of October 10, 2000 (the "Effective Date") by and between, TheraSense, Inc., -------------- a California corporation ("Purchaser"), and E. Heller & Company, a Texas...
Technology Purchase Agreement • August 23rd, 2001 • Therasense Inc • Surgical & medical instruments & apparatus • California
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Agreement ---------
Cooperative Development Agreement • September 17th, 2001 • Therasense Inc • Surgical & medical instruments & apparatus

This is a first amendment ("Amendment") to that Cooperative Development Agreement ("CDA") entered into on December 1, 1998 by and between Gainor Medical North America, LLC, ("Gainor") and TheraSense, Inc. ("TheraSense"), and is entered into and agreed as of June 1, 2001.

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CONFIDENTIAL TREATMENT REQUESTED, CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION]
Agreement • August 13th, 2001 • Therasense Inc • Surgical & medical instruments & apparatus • England
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FIRST AMENDMENT TO THE AGREEMENT ENTITLED "ASSIGNMENT OF PATENT RIGHTS AND TECHNOLOGY" ENTERED INTO AUGUST 1, 1991 BETWEEN THE UNIVERSITY OF TEXAS, ADAM HELLER, AND E. HELLER AND COMPANY (THE "AMENDMENT")
Therasense Inc • August 23rd, 2001 • Surgical & medical instruments & apparatus • Texas
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EXHIBIT 1.1 6,000,000 Shares/1/ of Common Stock THERASENSE, INC. PURCHASE AGREEMENT ------------------
Therasense Inc • August 13th, 2001 • Surgical & medical instruments & apparatus • Minnesota
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EXHIBIT 10.23 AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT This Agreement is made as of January 23, 2001 by and among TheraSense, Inc., a Delaware corporation (the "Company"), and the holders of the Company's Preferred Stock, set forth on Exhibit A...
Investors Rights Agreement • July 3rd, 2001 • Therasense Inc • Surgical & medical instruments & apparatus • California
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THERASENSE, INC. AMENDED AND RESTATED CHANGE OF CONTROL AND SEVERANCE AGREEMENT
And Severance Agreement • November 13th, 2003 • Therasense Inc • Surgical & medical instruments & apparatus • California

This Amended and Restated Change of Control and Severance Agreement (the “Agreement”) is made and entered into effective as of , 2003 (the “Effective Date”), by and between Charles T. Liamos (the “Employee”) and TheraSense, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

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BACKGROUND ----------
International Distributor Agreement • October 10th, 2001 • Therasense Inc • Surgical & medical instruments & apparatus • California
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CONFIDENTIAL TREATMENT REQUESTED, CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.]
Therasense Inc • August 23rd, 2001 • Surgical & medical instruments & apparatus • Delaware
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AMENDMENT NO. 5 TO WAREHOUSE DISTRIBUTION CONTRACT BETWEEN UPS SUPPLY CHAIN MANAGEMENT and THERASENSE, INC.
Therasense Inc • November 13th, 2002 • Surgical & medical instruments & apparatus

This Amendment to the Warehouse Distribution Contract dated the 15th day of March 2000, as previously amended (the “Contract”), between UPS Supply Chain Management f/d/b/a Livingston Healthcare Services, Inc. (“SCM”) and TheraSense, Inc. (“Client”) on this 23rd day of October 2002.

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CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION]
Therasense Inc • August 23rd, 2001 • Surgical & medical instruments & apparatus • Georgia
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THERASENSE, INC. AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENT
Severance Agreement • November 13th, 2003 • Therasense Inc • Surgical & medical instruments & apparatus • California

This Amended and Restated Change of Control Severance Agreement (the “Agreement”) is made and entered into effective as of , 2003 (the “Effective Date”), by and between (the “Employee”) and TheraSense, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

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AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER
The Agreement and Plan of Merger • March 22nd, 2004 • Therasense Inc • Surgical & medical instruments & apparatus • Delaware

THIS AMENDMENT NO.1 TO THE AGREEMENT AND PLAN OF MERGER (this "Amendment"), dated as of March 19, 2004, by and among Abbott Laboratories, an Illinois corporation ("Parent"), Corvette Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Sub"), and TheraSense, Inc., a Delaware corporation (the "Company"), hereby amends the Agreement and Plan of Merger, dated as of January 12, 2004 (the "Agreement"), by and among Parent, Sub and the Company. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

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CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION]
Therasense Inc • October 10th, 2001 • Surgical & medical instruments & apparatus • Georgia
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CONFIDENTIAL TREATMENT REQUESTED, CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.]
Therasense Inc • October 2nd, 2001 • Surgical & medical instruments & apparatus • Delaware
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CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION]
Therasense Inc • July 3rd, 2001 • Surgical & medical instruments & apparatus • Georgia
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AMENDMENT TO INTERNATIONAL DISTRIBUTOR AGREEMENT
International Distributor Agreement • March 27th, 2003 • Therasense Inc • Surgical & medical instruments & apparatus

THIS AMENDMENT TO INTERNATIONAL DISTRIBUTOR AGREEMENT (the “Amendment”) is entered into effective January 1, 2003 (the “Amendment Effective Date”) by and between TheraSense, Inc., a Delaware corporation with a principal place of business at 1360 South Loop Road, Alameda, California 94502, USA (“TheraSense”), and Disetronic Medical Systems AG, with a principal place of business at Kirchbergstrasse 190, CH-3401 Burgdorf, Switzerland, and Disetronic Injection Systems AG, with a principal place of business at Brunnmattstrasse 6, CH-3401 Burgdorf, Switzerland, both corporations organized under the laws of Switzerland (the latter corporation referred to hereinafter as “Disetronic”). Unless otherwise defined herein, all capitalized terms used in this Amendment shall have the meaning given to them in the International Distributor Agreement dated September 13, 2000, as amended (the “Agreement”).

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CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION]
Therasense Inc • October 11th, 2000 • Georgia
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