PLEDGE AGREEMENT PLEDGE AGREEMENT dated as of September 24, 1998 by and between Owen A. Dempsey, an individual with an address at 21 Harris Street, Brookline, Massachusetts 02146 (the "Pledgor"), in favor of Endogen, Inc., a Massachusetts corporation,...Pledge Agreement • January 14th, 1999 • Endogen Inc • In vitro & in vivo diagnostic substances • Massachusetts
DISTRIBUTION AGREEMENT ---------------------- THIS AGREEMENT, made as of this 8th day of April, 1998 by and between Endogen Inc., a Massachusetts corporation having its principal place of business at 30 Commerce Way, Woburn, MA 01801-1059 (hereinafter...Distribution Agreement • August 28th, 1998 • Endogen Inc • In vitro & in vivo diagnostic substances • Massachusetts
AMONGAgreement and Plan of Merger • June 2nd, 1999 • Endogen Inc • In vitro & in vivo diagnostic substances • Massachusetts
EMPLOYMENT AGREEMENT This AGREEMENT (the "Agreement") is made as of December 4, 1996 (the "Effective Date"), by and between Endogen, Inc., a corporation with its headquarters located in Woburn, Massachusetts (the "Employer"), and Avery W. Catlin (the...Employment Agreement • August 8th, 1997 • Endogen Inc • In vitro & in vivo diagnostic substances • Massachusetts
Exhibit 10.22 ------------- PLEDGE AGREEMENT PLEDGE AGREEMENT dated as of October 27, 1997 by and between Owen A. Dempsey, an individual with an address at 21 Harris Street, Brookline, Massachusetts 02146 (the "Pledgor"), in favor of Endogen, Inc., a...Pledge Agreement • August 28th, 1998 • Endogen Inc • In vitro & in vivo diagnostic substances • Massachusetts
ENDOGEN, INC.Incentive Stock Option Agreement • June 2nd, 1999 • Endogen Inc • In vitro & in vivo diagnostic substances • Massachusetts
SUPPLY AGREEMENT ----------------Supply Agreement • April 10th, 1998 • Endogen Inc • In vitro & in vivo diagnostic substances
June 2, 1999 To Our Stockholders: On behalf of the Board of Directors of Endogen, Inc., a Massachusetts corporation (the "COMPANY"), we are pleased to inform you that, on May 27, 1999, the Company entered into an Agreement and Plan of Merger (the...Merger Agreement • June 2nd, 1999 • Endogen Inc • In vitro & in vivo diagnostic substances
On behalf of the Board of Directors of Endogen, Inc., a Massachusetts corporation (the "COMPANY"), we are pleased to inform you that, on May 27, 1999, the Company entered into an Agreement and Plan of Merger (the "MERGER AGREEMENT") with PerBio Science AB, a Swedish corporation ("PARENT") and EWOK Acquisition Corp., a Massachusetts corporation and a wholly-owned subsidiary of Parent ("PURCHASER"), pursuant to which Purchaser has today commenced a cash tender offer (the "OFFER") to purchase all of the outstanding shares (the "SHARES") of the Company's Common Stock at $3.75 per Share. Under the terms of the Merger Agreement, the Offer will be followed by a merger of Purchaser with and into the Company (the "MERGER") in which any Shares not tendered will be converted into the right to receive $3.75 per Share in cash, without interest.
1.0 DEFINITIONSAgreement • August 28th, 1998 • Endogen Inc • In vitro & in vivo diagnostic substances • New Jersey
WITNESSETHLicense Agreement • August 28th, 1998 • Endogen Inc • In vitro & in vivo diagnostic substances • California
RECITALSLoan Modification Agreement • August 28th, 1998 • Endogen Inc • In vitro & in vivo diagnostic substances
RECITALSSecond Loan Modification Agreement • January 13th, 1998 • Endogen Inc • In vitro & in vivo diagnostic substances
RECITALSThird Loan Modification Agreement • October 14th, 1998 • Endogen Inc • In vitro & in vivo diagnostic substances
RECITALSFourth Loan Modification Agreement • April 14th, 1999 • Endogen Inc • In vitro & in vivo diagnostic substances
Exhibit 13 EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into this 27th day of May, 1999, by and between EWOK ACQUISITION CORP., a Massachusetts corporation (hereinafter "EWOK"), and OWEN A. DEMPSEY (hereinafter "DEMPSEY"). WHEREAS, EWOK is proposing...Employment Agreement • June 2nd, 1999 • Endogen Inc • In vitro & in vivo diagnostic substances • Massachusetts
Exhibit 4.2 ----------- ENDOGEN, INC.Endogen Inc • July 13th, 1998 • In vitro & in vivo diagnostic substances • Massachusetts
ENDOGEN, INC.Endogen Inc • January 13th, 1998 • In vitro & in vivo diagnostic substances
FOR VALUE RECEIVED, the undersigned, ENDOGEN, INC., a Massachusetts corporation (the "Borrower"), promises to pay to the order of Silicon Valley Bank, a California-chartered bank ("Bank"), at such place as the holder hereof may designate, in lawful money of the United States of America, the aggregate unpaid principal amount of all advances ("Advances") made by Bank to Borrower in accordance with the terms of the Loan and Security Agreement between Borrower and Bank dated August 31, 1997, as amended from time to time (the "Loan Agreement"), up to a maximum principal amount of TWO HUNDRED FIFTY THOUSAND AND NO/100THS Dollars ($250,000), until paid in full. Borrower shall also pay interest on the aggregate unpaid principal amount of such Advances at the rates and in accordance with the terms of the Loan Agreement. The entire principal amount and all accrued interest shall be due and payable on MARCH 27, 2001.
Exhibit 5 STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT, dated as of May 27, 1999 (this "Agreement") among PERBIO SCIENCE AB, a Swedish corporation, ("Parent"), EWOK ACQUISITION CORP., a Massachusetts corporation and a wholly owned subsidiary of Parent...Stockholder Agreement • June 2nd, 1999 • Endogen Inc • In vitro & in vivo diagnostic substances • Massachusetts
Exhibit 3 CONFIDENTIAL DISCLOSURE AGREEMENT This Confidential Disclosure Agreement is entered into as of the 11th day of January, 1999, by and between Endogen, Inc., a Massachusetts Corporation (the "Disclosing Party") and Pierce Chemical Co. (the...Confidential Disclosure Agreement • June 2nd, 1999 • Endogen Inc • In vitro & in vivo diagnostic substances • Massachusetts
Exhibit 10.1 LICENSE AND OPTION AGREEMENT This License and Option Agreement made as February 28, 1998 ("Effective Date"), between Becton, Dickinson and Company a corporation of the state of New Jersey, through its subsidiary PharMingen having its...License and Option Agreement • April 10th, 1998 • Endogen Inc • In vitro & in vivo diagnostic substances • New Jersey
BETWEEN ENDOGEN, INC. ANDProduct Development and Marketing Agreement • October 9th, 1997 • Endogen Inc • In vitro & in vivo diagnostic substances • Massachusetts
