EXHIBIT B TO SECURITIES PURCHASE AGREEMENT VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 19, 2007 (UNLESS EXTENDED PURSUANT TO SECTION 2 HEREOF) THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER...Warrant Agreement • November 25th, 2002 • Virologic Inc • In vitro & in vivo diagnostic substances • Delaware
EXHIBIT 4.2 VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER __, 2006 (UNLESS EXTENDED PURSUANT TO SECTION 2 HEREOF) THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS...Warrant Agreement • March 26th, 2002 • Virologic Inc • In vitro & in vivo diagnostic substances • Delaware
1996 STOCK PLANStock Option Agreement • February 22nd, 2000 • Virologic Inc • Delaware
VIROLOGIC, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 25th, 2002 • Virologic Inc • In vitro & in vivo diagnostic substances • New York
EXHIBIT 10.5 LOAN AND SECURITY AGREEMENT Agreement No. ________ Dated as of January 30, 1998Loan and Security Agreement • February 22nd, 2000 • Virologic Inc • California
EXHIBIT B TO EXCHANGE AGREEMENT VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 25, 2006 (UNLESS EXTENDED PURSUANT TO SECTION 2 HEREOF) THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE...Warrant Agreement • November 25th, 2002 • Virologic Inc • In vitro & in vivo diagnostic substances • Delaware
1 EXHIBIT 10.1Securities Purchase Agreement • July 6th, 2001 • Virologic Inc • In vitro & in vivo diagnostic substances • Delaware
SUBLEASESublease • August 12th, 2002 • Virologic Inc • In vitro & in vivo diagnostic substances • California
VIROLOGIC, INC. SECOND AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENTInvestors' Rights Agreement • February 22nd, 2000 • Virologic Inc • California
Master Lease No. 200062448 MASTER LEASE AGREEMENT LESSOR: CITICORP VENDOR FINANCE, INC. LESSEE: VIROLOGIC, INC. TERMS AND CONDITIONS OF LEASE 1. LEASE OF EQUIPMENT. A. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the equipment...Master Lease Agreement • August 12th, 2002 • Virologic Inc • In vitro & in vivo diagnostic substances • New Jersey
VIROLOGIC, INC.Warrant Agreement • April 24th, 2002 • Virologic Inc • In vitro & in vivo diagnostic substances • California
AGREEMENTLicensing Agreement • April 17th, 2000 • Virologic Inc • Services-testing laboratories • New Jersey
EXHIBIT 4.9 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION...Warrant Agreement • April 24th, 2002 • Virologic Inc • In vitro & in vivo diagnostic substances • California
1 EXHIBIT 10.3 BASIC LEASE INFORMATION LEASE DATE: November 23, 1999 TENANT: VIROLOGIC, INC., a California corporation TENANT'S ADDRESS: Until the Term Commencement Date:Lease Agreement • February 22nd, 2000 • Virologic Inc
UNDERWRITING AGREEMENTUnderwriting Agreement • April 17th, 2000 • Virologic Inc • Services-testing laboratories • New York
FIRST REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 2001 • Virologic Inc • In vitro & in vivo diagnostic substances • Delaware
UNDERWRITING AGREEMENTUnderwriting Agreement • March 27th, 2000 • Virologic Inc • Services-testing laboratories • New York
WARRANTWarrant Agreement • February 22nd, 2000 • Virologic Inc • California
RECITALSVoting Agreement • June 1st, 2004 • Virologic Inc • In vitro & in vivo diagnostic substances • Delaware
1 EXHIBIT 10.6 EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into as of September 29, 1999, by and between WILLIAM D. YOUNG (the "EXECUTIVE") and VIROLOGIC, INC., a Delaware corporation (the "COMPANY"). 1. DUTIES AND SCOPE OF EMPLOYMENT. (a)...Employment Agreement • February 22nd, 2000 • Virologic Inc • California
INDEMNITY AGREEMENTIndemnification Agreement • June 24th, 2009 • Monogram Biosciences, Inc. • In vitro & in vivo diagnostic substances • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 2009, is made by and between MONOGRAM BIOSCIENCES, INC. a Delaware corporation (the “Company”), and (“Indemnitee”).
RECITALSLease Termination Agreement • May 5th, 2004 • Virologic Inc • In vitro & in vivo diagnostic substances • California
EXHIBIT 4.10 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION...Warrant Agreement • April 24th, 2002 • Virologic Inc • In vitro & in vivo diagnostic substances • California
EXECUTIVE SEVERANCE BENEFITS AGREEMENTExecutive Severance Benefits Agreement • March 26th, 2001 • Virologic Inc • Services-testing laboratories • California
EXHIBIT 99.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • June 1st, 2004 • Virologic Inc • In vitro & in vivo diagnostic substances • Delaware
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of March 22, 2002, between ViroLogic, Inc., a corporation organized under the laws of the State of Delaware (the "COMPANY"), and each of the...Securities Purchase Agreement • March 26th, 2002 • Virologic Inc • In vitro & in vivo diagnostic substances • Delaware
EQUIPMENT SCHEDULE (Quasi Lease - Fixed Rate) SCHEDULE NO. 005 DATED THIS DEC. 28, 2001 TO MASTER LEASE AGREEMENT DATED AS OF AUGUST 14, 2000Equipment Schedule • March 29th, 2002 • Virologic Inc • In vitro & in vivo diagnostic substances
RECITALSSublease Termination Agreement • August 12th, 2002 • Virologic Inc • In vitro & in vivo diagnostic substances • California
RECITALSVoting Agreement • June 1st, 2004 • Virologic Inc • In vitro & in vivo diagnostic substances • Delaware
WHEREAS:Registration Rights Agreement • November 25th, 2002 • Virologic Inc • In vitro & in vivo diagnostic substances • New York
AGREEMENT AND PLAN OF MERGER Dated as of June 22, 2009 among Laboratory Corporation of America Holdings, Mastiff Acquisition Corp. and Monogram Biosciences, Inc.Merger Agreement • June 24th, 2009 • Monogram Biosciences, Inc. • In vitro & in vivo diagnostic substances • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of June 22, 2009 (this “Agreement”), is among Laboratory Corporation of America Holdings, a Delaware corporation (“Parent”), Mastiff Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Purchaser”), and Monogram Biosciences, Inc., a Delaware corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 8.11.
EQUIPMENT FINANCING AGREEMENT (Number 10801)Equipment Financing Agreement • February 22nd, 2000 • Virologic Inc • California
SUBLEASESublease • August 14th, 2001 • Virologic Inc • In vitro & in vivo diagnostic substances
LATHAM & WATKINS LLP LETTERHEAD]Agreement and Plan of Merger and Reorganization • November 5th, 2004 • Virologic Inc • In vitro & in vivo diagnostic substances
Re: Agreement and Plan of Merger and Reorganization by and among ViroLogic, Inc., Apollo Acquisition Sub, Inc., Apollo Merger Subsidiary, LLC, and ACLARA BioSciences, Inc., dated as of May 28, 2004 and amended as of October 18, 2004
WHEREAS:Registration Rights Agreement • March 26th, 2002 • Virologic Inc • In vitro & in vivo diagnostic substances • Delaware
