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
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
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
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
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
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
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
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
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
2 3 IN WITNESS WHEREOF, this Waiver and Agreement has been executed as of the date and year first written above.Waiver and Agreement • February 8th, 1999 • Intracel Corp • In vitro & in vivo diagnostic substances • New York
1 EXHIBIT 4.10 WAIVER AND AMENDMENT AGREEMENT Reference is made to that certain Registration Rights Agreement dated September 22, 1995 by and among Intracel Corporation (the "Company"), and the Investors set forth therein (the "Registration Rights...Waiver and Amendment Agreement • February 8th, 1999 • Intracel Corp • In vitro & in vivo diagnostic substances
ARTICLE 1 APPOINTMENTDistribution Agreement • February 8th, 1999 • Intracel Corp • In vitro & in vivo diagnostic substances • California
1 EXHIBIT 10.17 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this "Agreement") dated September 30, 1997, is made by the WASHINGTON ECONOMIC DEVELOPMENT FINANCE AUTHORITY, a public body corporate and politic with perpetual corporate...Loan and Security Agreement • February 8th, 1999 • Intracel Corp • In vitro & in vivo diagnostic substances • Washington
1 EXHIBIT 4.11 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 8th, 1999 • Intracel Corp • In vitro & in vivo diagnostic substances • Massachusetts
ARTICLE I DEFINITIONSProduct Development and License Agreement • February 8th, 1999 • Intracel Corp • In vitro & in vivo diagnostic substances
WAIVERIntracel Corp • February 8th, 1999 • In vitro & in vivo diagnostic substances
WITNESSETH:Commercial Lease Agreement • February 8th, 1999 • Intracel Corp • In vitro & in vivo diagnostic substances • Washington
1 Exhibit 10.34 FUNDED COMMITMENT FACILITY ESCROW AGREEMENT THIS FUNDED COMMITMENT FACILITY ESCROW AGREEMENT (this "Escrow Agreement"), dated as of August 24, 1998 by and among Northstar High Total Return Fund ("Northstar Return"), Northstar High...Funded Commitment Facility Escrow Agreement • February 8th, 1999 • Intracel Corp • In vitro & in vivo diagnostic substances • New York
1 EXHIBIT 10.42 SENIOR NOTE PURCHASE AGREEMENT This SENIOR NOTE PURCHASE AGREEMENT (this "Agreement"), dated this 27th day of January 1999 by and among INTRACEL CORPORATION, a Delaware corporation ("Seller") and DUBLIND INVESTMENTS LLC, a Delaware...Senior Note Purchase Agreement • February 8th, 1999 • Intracel Corp • In vitro & in vivo diagnostic substances • New York
RECITALSInterest Escrow Security Agreement • February 8th, 1999 • Intracel Corp • In vitro & in vivo diagnostic substances • New York
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANYNote and Series a- Warrant Purchase Agreement • February 8th, 1999 • Intracel Corp • In vitro & in vivo diagnostic substances • New York
STOCK PURCHASE AGREEMENT BETWEEN AMERICAN BIO-TECHNOLOGIES, INC. AND THE LOUISIANA SEED CAPITAL FUND, L.P. JUNE 7, 1991Stock Purchase Agreement • February 8th, 1999 • Intracel Corp • In vitro & in vivo diagnostic substances
RESEARCH, COLLABORATION AND DISTRIBUTION AGREEMENTResearch, Collaboration and Distribution Agreement • February 8th, 1999 • Intracel Corp • In vitro & in vivo diagnostic substances • Maryland
