Exhibit (D)(xi) CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT is made at the Effective Time on the [*] day of April, 2004, BETWEEN: MDS INC., a corporation existing under the laws of Canada, (hereinafter referred to as the "VENDOR"),Contribution Agreement • April 19th, 2004 • MDS Inc • Services-misc health & allied services, nec • Ontario
PROVIDING FOR THE ISSUE OF UP TO 4,116,945 COMMON SHARE PURCHASE WARRANTSWarrant Indenture • March 19th, 2004 • MDS Inc • Services-misc health & allied services, nec • Ontario
AMENDED AND RESTATED SHAREHOLDER PROTECTION RIGHTS AGREEMENT Dated as of March 7, 2012 BETWEEN NORDION INC. - and - CIBC MELLON TRUST COMPANY as Rights Agent (amending and restating the Amended and Restated Shareholder Protection Rights Agreement...Shareholder Protection Rights Agreement • March 8th, 2012 • Nordion Inc. • Laboratory analytical instruments • Ontario
AMENDED AND RESTATED SHAREHOLDER PROTECTION RIGHTS AGREEMENT dated as of March 7, 2012 between Nordion Inc., a corporation amalgamated under the Canada Business Corporations Act (the “Corporation”), and CIBC MELLON TRUST COMPANY, a trust company existing under the laws of Canada, as rights agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder), amending and restating the Amended and Restated Shareholder Protection Rights Agreement dated as of March 12, 2009 between the Corporation and the Rights Agent.
MOLECULAR DEVICES CORPORATION Sunnyvale, CA 94089-1136Letter of Intent • February 13th, 2007 • MDS Inc • Services-misc health & allied services, nec
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:
MDS INC. - AND - BOREALIS INFRASTRUCTURE MANAGEMENT INC.Asset Purchase Agreement • October 16th, 2006 • MDS Inc • Services-misc health & allied services, nec • Ontario
Peter Brent MDS Inc. Toronto, Ontario Canada M9W 6J6 Dear Peter:Confidentiality Agreement • February 13th, 2007 • MDS Inc • Services-misc health & allied services, nec
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”.
STOCK AND ASSET PURCHASE AGREEMENTStock and Asset Purchase Agreement • September 14th, 2009 • MDS Inc. • Laboratory analytical instruments • New York
This Stock and Asset Purchase Agreement, dated as of September 2, 2009 (this "Agreement"), is entered into by and among (i) MDS Inc., a company existing under the laws of Canada ("Parent"), (ii) MDS Life Sciences (Singapore) Pte. Ltd., a private company limited by shares, organized in Singapore ("MDS Singapore"), (iii) the other Asset Sellers that may become party hereto from time to time in accordance with the terms of this Agreement, (iv) MDS (US) Inc., a corporation existing under the laws of the State of Delaware ("MDS US"), (v) the other Stock Sellers that may become party hereto from time to time in accordance with the terms of this Agreement, (vi) solely for purpose of Section 5.1, Section 5.2, Section 5.3, Section 5.4, Section 7.6(k), and ARTICLE X and ARTICLE XI hereof, MDS Laboratoires Quebec Ltée, (vii) DH Technologies Development Pte Ltd., a private company limited by shares, organized in Singapore ("Buyer"), and (viii) solely for purposes of Section 7.3(b), Section 7.3(c),
AGREEMENTShareholder Agreement • November 20th, 2008 • MDS Inc • Services-misc health & allied services, nec • Ontario
THIS AGREEMENT (“Agreement”), dated as of November 19, 2008, is entered into by and between MDS Inc., a corporation governed by the laws of Canada (the “Company”), Obrem Capital Offshore Master, L.P. (“Obrem Capital Offshore”) and Obrem Capital (QP), L.P. (“Obrem Capital (QP)” and, together with Obrem Capital Offshore, the “Shareholders”).
AGREEMENTShareholder Agreement • April 21st, 2008 • MDS Inc • Services-misc health & allied services, nec • Ontario
THIS AGREEMENT (“Agreement”), dated as of April 21, 2008, is entered into by and between MDS Inc., a corporation governed by the laws of Canada (the “Company”), ValueAct Capital Master Fund, L.P. (“ValueAct Master Fund”), ValueAct Capital Master Fund III, L.P. (“ValueAct Master Fund III”), VA Partners I, LLC (“VA Partners”), VA Partners III, LLC (“VA Partners III”), ValueAct Capital Management, L.P. (“ValueAct Management L.P.”), ValueAct Capital Management, LLC (“ValueAct Management LLC”), ValueAct Holdings, L.P. (“VA Holdings”), ValueAct Holdings GP, LLC (“VA Holdings GP” and, together with ValueAct Master Fund, ValueAct Master Fund III, VA Partners, VA Partners III, ValueAct Management L.P., ValueAct Management LLC, VA Holdings, the “Shareholders”) and Gregory P. Spivy (the “Nominee”).
8832528 CANADA INC. as Purchaser and STHI HOLDING CORP., STHI INTERMEDIATE HOLDING CORP. and STERIGENICS INTERNATIONAL LLC as Guarantors and NORDION INC. as Corporation ARRANGEMENT AGREEMENT March 28, 2014 Execution CopyArrangement Agreement • March 31st, 2014 • Nordion Inc. • Laboratory analytical instruments • Ontario
STHI Holding Corp., a corporation existing under the laws of the State of Delaware, STHI Intermediate Holding Corp., a corporation existing under the laws of the State of Delaware and Sterigenics International LLC, a limited liability company existing under the laws of the State of Delaware
THIS AMENDING AGREEMENT made as of the 12th day of July, 2013Credit Agreement • January 9th, 2014 • Nordion Inc. • Laboratory analytical instruments • Ontario
WHEREAS the Borrower, the Agent and the Lenders entered into an amended and restated credit agreement dated as of January 25, 2013 (the “Credit Agreement”);
Nordion and BioAxone BioSciences Reach an Agreement to Settle ClaimsSettlement Agreement • September 24th, 2013 • Nordion Inc. • Laboratory analytical instruments
OTTAWA, CANADA – September 24, 2013 – Nordion Inc. (TSX: NDN) (NYSE: NDZ) has reached an agreement to settle claims filed against Nordion and its subsidiaries by BioAxone BioSciences, Inc. (“BioAxone”) for a nominal amount. The parties are finalizing the settlement documents, which are expected to be confidential.
EXHIBIT E FORM OF TRANSITION SERVICES AGREEMENT FORM OF TRANSITION SERVICES AGREEMENTTransition Services Agreement • September 14th, 2009 • MDS Inc. • Laboratory analytical instruments • New York
This Transition Services Agreement (together with the Schedules hereto, the "TSA") is made as of ____________, 2009 (the "Effective Date") by and between MDS Inc., a company existing under the laws of Canada ("Parent" or "MDS") and DH Manufacturing & Distribution Pte Ltd., a company formed under the laws of Singapore (the "Service Receiver").
AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN NORDION INC. as Borrower AND THE TORONTO-DOMINION BANK as Administrative Agent TD SECURITIES INC. as Lead Arranger and Bookrunner AND THE FINANCIAL INSTITUTIONS from time to time parties hereto, as Lenders...Credit Agreement • January 28th, 2013 • Nordion Inc. • Laboratory analytical instruments
Each financial institution from time to time party to this Agreement and shown as a Lender on the signature pages hereto (hereinafter in such capacities individually referred to as a “Lender” and collectively in such capacities referred to as the “Lenders”).
COMPREHENSIVE SETTLEMENT AGREEMENT This agreement made as of the 19th day of August, 2013 (“Effective Date”).Comprehensive Settlement Agreement • August 28th, 2013 • Nordion Inc. • Laboratory analytical instruments • Ontario
WHEREAS AECL and Nordion, or Nordion’s predecessors, are parties to the Isotope Production Facilities Agreement, dated as of August 19, 1996 (the “IPFA”), and the Interim and Long-Term Supply Agreement, dated as of February 21, 2006 (the “ILTSA”).
SHARE PURCHASE AGREEMENT among BTG plc and BTG INTERNATIONAL HOLDINGS LTD. and NORDION (CANADA) INC. and NORDION INC. Dated as of May 22, 2013Share Purchase Agreement • June 3rd, 2013 • Nordion Inc. • Laboratory analytical instruments • Ontario
THIS SHARE PURCHASE AGREEMENT dated as of the 22nd day of May, 2013 by and among (i) BTG plc, a corporation organized and existing under the laws of the United Kingdom (the “Parent”), (ii) BTG International Holdings Ltd., a corporation organized and existing under the laws of the United Kingdom and a subsidiary of the Parent (the “Purchaser”, and together with the Parent, the “Purchasing Parties”), (iii) Nordion (Canada) Inc., a corporation organized and existing under the Canada Business Corporations Act (the “Vendor”) and (iv) Nordion Inc., a corporation organized and existing under the Canada Business Corporations Act (“Nordion”). The Parent, the Purchaser, the Vendor and Nordion are sometimes referred to in this Agreement, individually, as a “party” and, collectively, as the “parties”, unless otherwise stated herein.
AMENDMENT TO ARRANGEMENT AGREEMENTArrangement Agreement • May 5th, 2014 • Nordion Inc. • Laboratory analytical instruments • Ontario
STHI Holding Corp., a corporation existing under the laws of the State of Delaware, STHI Intermediate Holding Corp., a corporation existing under the laws of the State of Delaware and Sterigenics International LLC, a limited liability company existing under the laws of the State of Delaware
MDS INC. - AND - METHER PROPERTIES LIMITED PARTNERSHIP - AND - BOREALIS INFRASTRUCTURE MANAGEMENT INC.Asset Purchase Agreement • October 16th, 2006 • MDS Inc • Services-misc health & allied services, nec • Ontario
METHER PROPERTIES LIMITED PARTNERSHIP, a limited partnership governed by the laws of British Columbia (“Mether LP”), by its general partner, Mether Management Ltd.
MDS INC. - AND - BOREALIS INFRASTRUCTURE MANAGEMENT INC.Migration Agreement • October 16th, 2006 • MDS Inc • Services-misc health & allied services, nec
THIS MIGRATION AGREEMENT (“Agreement”) is made and entered into as of the 4th day of October, 2006 (the “Effective Date”) by and between MDS Inc., a corporation incorporated under the laws of Canada (“MDS”) and Borealis Infrastructure Management Inc., a company incorporated under the laws of Canada (“Buyer”).
MDS INC., a corporation existing under the laws of Canada, as the borrower -and- CANADIAN IMPERIAL BANK OF COMMERCE THE BANK OF NOVA SCOTIA ROYAL BANK OF CANADA JPMORGAN CHASE BANK, N.A., TORONTO BRANCH BANK OF TOKYO - MITSUBISHI (CANADA) HSBC BANK...Loan Agreement • May 31st, 2006 • MDS Inc • Services-misc health & allied services, nec • Ontario
COMMERCE, as co-lead arranger and administrative agent for the Lenders in the manner and to the extent described in Article Twelve
AMENDMENT TO ARRANGEMENT AGREEMENTArrangement Agreement • June 2nd, 2014 • Nordion Inc. • Laboratory analytical instruments • Ontario
STHI Holding Corp., a corporation existing under the laws of the State of Delaware, STHI Intermediate Holding Corp., a corporation existing under the laws of the State of Delaware and Sterigenics International LLC, a limited liability company existing under the laws of the State of Delaware
EXHIBIT F PURCHASE PRICE ALLOCATIONPurchase Price Allocation • September 14th, 2009 • MDS Inc. • Laboratory analytical instruments
Pursuant to Section 3.4 of the Agreement, Parent and Buyer's mutually agreed Allocation (as may be adjusted to Sections 3.2 and 3.3 hereof and otherwise under the Agreement) is as follows:
MDS INC. - AND - DONALD B. RIX - AND - RIX CLINICAL LABORATORIES LTD.Purchase Agreement • October 16th, 2006 • MDS Inc • Services-misc health & allied services, nec • Ontario
IN CONSIDERATION of the premises and the respective agreements in this Agreement, and of other consideration (the receipt and sufficiency of which are acknowledged by each Party), the Parties agree as follows:
