1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 14th, 2001 • Molecular Devices Corp • Laboratory analytical instruments • Delaware
EXHIBIT 10.17 October 2, 1997 James Iuliano c/o Molecular Devices Corporation 1311 Orleans Drive Sunnyvale, CA 94089 Dear Jim: On behalf of the Board of Directors, I wish to express our disappointment over your decision to resign. We understand,...Separation Agreement • March 26th, 1998 • Molecular Devices Corp • Laboratory analytical instruments • California
EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 12th, 2002 • Molecular Devices Corp • Laboratory analytical instruments • Delaware
1 EXHIBIT 1.1 Molecular Devices Corporation 1,600,000 Shares of Common Stock* (par value $.001 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • May 4th, 2000 • Molecular Devices Corp • Laboratory analytical instruments • New York
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • March 22nd, 2004 • Molecular Devices Corp • Laboratory analytical instruments • California
ANDRights Agreement • October 30th, 2001 • Molecular Devices Corp • Laboratory analytical instruments • Delaware
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • June 12th, 2000 • Molecular Devices Corp • Laboratory analytical instruments • Delaware
RECITALSVoting Agreement • March 22nd, 2004 • Molecular Devices Corp • Laboratory analytical instruments • California
AGREEMENTAffiliate Agreement • June 19th, 2000 • Molecular Devices Corp • Laboratory analytical instruments • Delaware
LEASE (SINGLE TENANT; STAND-ALONE; NET - "AS-IS") BETWEENLease Agreement • March 27th, 2003 • Molecular Devices Corp • Laboratory analytical instruments • California
KEY EMPLOYEE AGREEMENT for JOSEPH D. KEEGANKey Employee Agreement • August 13th, 1998 • Molecular Devices Corp • Laboratory analytical instruments • California
May 25, 2004Agreement and Plan of Merger and Reorganization • May 26th, 2004 • Molecular Devices Corp • Laboratory analytical instruments
RECITALSStock Purchase Agreement • May 11th, 2001 • Molecular Devices Corp • Laboratory analytical instruments • New York
STOCK AND ASSET PURCHASE AGREEMENTStock and Asset Purchase Agreement • May 26th, 1999 • Molecular Devices Corp • Laboratory analytical instruments • California
RECITALSCompany Voting Agreement • June 19th, 2000 • Molecular Devices Corp • Laboratory analytical instruments • Delaware
RECITALSParent Voting Agreement • June 12th, 2000 • Molecular Devices Corp • Laboratory analytical instruments • Delaware
RECITALSIndemnification Escrow Agreement • May 26th, 1999 • Molecular Devices Corp • Laboratory analytical instruments • California
Molecular Devices Corporation 2005 Equity Incentive Plan Stock Option Agreement (Incentive Stock Option or Nonstatutory Stock Option)Stock Option Agreement • June 1st, 2005 • Molecular Devices Corp • Laboratory analytical instruments
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, Molecular Devices Corporation (the “Company”) has granted you an option under its 2005 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
1 EXHIBIT 10.33 SUBLEASE AGREEMENT This Sublease is made as of September 9, 1999, by and between Molecular Devices, a California Corporation ("Sublessee") and Medtronic, Inc., a Minnesota Corporation ("Sublessor"). Whereas, Sublessor entered into a...Sublease Agreement • March 30th, 2001 • Molecular Devices Corp • Laboratory analytical instruments • California
1 EXHIBIT 99.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • June 19th, 2000 • Molecular Devices Corp • Laboratory analytical instruments • Delaware
EXHIBIT 10.42 [Molecular Devices Corporation letterhead] April 11, 2002 John S. Senaldi c/o Molecular Devices Corporation 1311 Orleans Drive Sunnyvale, CA 94089 Dear John: This will serve to confirm the agreement of Molecular Devices Corporation (the...Change in Control Severance Agreement • March 27th, 2003 • Molecular Devices Corp • Laboratory analytical instruments
MOLECULAR DEVICES CORPORATION Sunnyvale, CA 94089-1136Letter of Intent • February 13th, 2007 • Molecular Devices Corp • Laboratory analytical instruments
MDS Inc. (the “Prospective Acquirer”) and Molecular Devices Corporation (“Target”) contemplate engaging in continuing negotiations regarding the possible purchase by the Prospective Acquirer of all of the stock of Target (the “Possible Transaction”). In anticipation of these negotiations, the Prospective Acquirer and Target (collectively, the “Parties”) agree as follows:
Molecular Devices Corporation 2005 Equity Incentive Plan Stock Option Agreement For Non-Employee Director (Continuing Director)Stock Option Agreement • November 7th, 2006 • Molecular Devices Corp • Laboratory analytical instruments
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, Molecular Devices Corporation (the “Company”) has granted you an option under its 2005 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
Peter Brent MDS Inc. Toronto, Ontario Canada M9W 6J6 Dear Peter:Confidentiality Agreement • February 13th, 2007 • Molecular Devices Corp • Laboratory analytical instruments • California
In connection with your consideration of a possible transaction (the “Transaction”) with Molecular Devices Corporation (the “Company”), UBS Securities LLC (“UBS”) as advisor to the Company, is prepared, subject to the terms and conditions of this agreement, to make available to you certain information regarding the Company, its subsidiaries and its affiliates. This information (whether written or oral) furnished to you and your Representatives (as defined below), whether prior to, on, or following the date hereof, together with analyses, compilations, forecasts, studies, or other documents or records prepared by you or your Representatives which contain, are based on, or otherwise reflect or are generated in whole or in part from such information, including that stored on any computer, word processor or other similar device, shall be referred to, collectively, as the “Evaluation Material”.
EXCLUSIVE LICENSE AND TECHNICAL SUPPORT AGREEMENTExclusive License and Technical Support Agreement • November 13th, 1998 • Molecular Devices Corp • Laboratory analytical instruments
First Amendment to Lease AgreementLease Agreement • March 16th, 2006 • Molecular Devices Corp • Laboratory analytical instruments • California
January 22, 2002 Steven Davenport 113 Orwell Drive Aylesbury Bucks HP21 9UE Dear Steven:Terms and Conditions of Employment • March 16th, 2005 • Molecular Devices Corp • Laboratory analytical instruments • England
Please read the enclosed carefully and return one signed and dated copy of the Terms and Conditions of Employment (this letter), and one signed and dated copy of the enclosed Employee Confidentiality and Inventions Agreement.
FIRST AMENDMENT TO LEASELease • March 16th, 2006 • Molecular Devices Corp • Laboratory analytical instruments
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • January 29th, 2007 • Molecular Devices Corp • Laboratory analytical instruments • Delaware
This Amendment No. 1 to Rights Agreement (the “Amendment”) is made as of the 28th day of January, 2007, by and between Molecular Devices Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (successor-in-interest to EquiServe Trust Company, N.A.) (the “Rights Agent”).
February 13, 2007 Dear Molecular Devices Corporation Stockholder:Merger Agreement • February 13th, 2007 • Molecular Devices Corp • Laboratory analytical instruments
We are pleased to inform you that on January 28, 2007, Molecular Devices Corporation (“Molecular Devices”) entered into an Agreement and Plan of Merger (the “Merger Agreement “) with MDS Inc. (“MDS “) and Monument Acquisition Corp., an indirect wholly-owned subsidiary of MDS (“Purchaser”).
EXHIBIT 10.18 CONFIDENTIAL September 3, 1997 Andrew Galligan Chief Financial Officer Molecular Devices Corporation 1311 Orleans Drive Sunnyvale, California 94089-1136 Dear Andrew: In view of your position as a Corporate Senior Manager at Molecular...Employment Agreement • March 26th, 1998 • Molecular Devices Corp • Laboratory analytical instruments
MOLECULAR DEVICES CORPORATION AMENDED KEY EMPLOYEE AGREEMENT FOR TIMOTHY A. HARKNESSKey Employee Agreement • March 16th, 2005 • Molecular Devices Corp • Laboratory analytical instruments • California
This Amended Employment Agreement (“Agreement”) is entered into as of the 17th day of December 2004, by and between Timothy A. Harkness (“Executive”) and Molecular Devices Corporation, a Delaware corporation (the “Company”).
MOLECULAR DEVICES CORPORATION 1995 STOCK OPTION PLAN STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORStock Option Agreement • April 18th, 2005 • Molecular Devices Corp • Laboratory analytical instruments
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, Molecular Devices Corporation (the “Company”) has granted you an option under its 1995 Stock Option Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • May 26th, 2004 • Molecular Devices Corp • Laboratory analytical instruments
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Amendment”) is made and entered into as of May 21, 2004, by and among: MOLECULAR DEVICES CORPORATION, a Delaware corporation (“Parent”); ASTROS ACQUISITION SUB I, INC., a California corporation and a wholly owned subsidiary of Parent (“Merger Sub I”); ASTROS ACQUISITION SUB II, LLC, a California limited liability company and a wholly owned subsidiary of Parent (“Merger Sub II,” and together with Merger Sub I, “Merger Subs”); and AXON INSTRUMENTS, INC., a California corporation (the “Company”). Parent, Merger Subs and the Company may each be referred to herein as a “Party” or, collectively, as “Parties.” Certain other capitalized terms used in this Amendment are defined in the Merger Agreement (as defined below).
