EXHIBIT 2 _____________________________________________________________________ ___________ AGREEMENT AND PLAN OF MERGER BY AND AMONG ORCHID BIOSCIENCES, INC. PERSIA MERGER SUB, INC.Merger Agreement • October 5th, 2001 • Orchid Biosciences Inc • In vitro & in vivo diagnostic substances • Delaware
EXHIBIT 2 ------ AGREEMENT AND PLAN OF MERGERMerger Agreement • May 1st, 2000 • Orchid Biosciences Inc • Services-commercial physical & biological research • Delaware
ARTICLE IStockholders Agreement • October 30th, 2001 • Orchid Biosciences Inc • In vitro & in vivo diagnostic substances • Delaware
Exhibit 10.7 EMPLOYMENT AGREEMENT -------------------- EMPLOYMENT AGREEMENT, effective November 1, 1996 (the "Effective Date"), by and between ORCHID BIOCOMPUTER, INC., a Delaware corporation (the "Company"), and DALE R. PFOST, Ph.D., an individual...Employment Agreement • February 18th, 2000 • Orchid Biosciences Inc • New Jersey
Exhibit 1.1 ----------- JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13G, dated May 20, 2003, (the "Schedule 13G"), with respect to the Common Stock, par value $.001 per share, of Orchid Biosciences, Inc. is...Joint Filing Agreement • May 20th, 2003 • Orchid Biosciences Inc • In vitro & in vivo diagnostic substances
The undersigned hereby agree that the Statement on this Schedule 13G, dated May 20, 2003, (the "Schedule 13G"), with respect to the Common Stock, par value $.001 per share, of Orchid Biosciences, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Schedule 13G. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
2.2 Notice of Continued Employment. The Company shall notify the ------------------------------ Executive no later than June 30, 2002 as to whether it intends to continue (or not continue) the Executive's employment beyond December 31, 2002. If the...Employment Agreement • May 4th, 2000 • Orchid Biosciences Inc • Services-commercial physical & biological research • New Jersey
andRights Agreement • August 3rd, 2001 • Orchid Biosciences Inc • In vitro & in vivo diagnostic substances • Delaware
2. Rentable Area of Premises: 30,894 rentable square feet (28,085 usable s.f. x 1.10 = 30,894 rentable s.f.) 3. Tenant's Percentage Share: 50.35% (30,894/61,359) 4. Base Project Operating Expenses: Those incurred in the year 1999 5. Base Project...Lease Agreement • February 18th, 2000 • Orchid Biosciences Inc • New Jersey
FORM OF UNDERWRITING AGREEMENT ------------------------------Underwriting Agreement • May 1st, 2000 • Orchid Biosciences Inc • Services-commercial physical & biological research • New York
Exhibit 1.1 UNDERWRITING AGREEMENT February 21, 2002 Robertson Stephens, Inc. 555 California Street, Suite 2600 San Francisco, CA 94104 Ladies and Gentlemen: Section 1. Agreement to Act as Underwriter. Introductory. Orchid BioSciences, Inc., a...Underwriting Agreement • February 21st, 2002 • Orchid Biosciences Inc • In vitro & in vivo diagnostic substances • New York
EXHIBIT 10.9 AGREEMENT FOR THE LICENSE AND SUPPLY OF TERMINATORS This Agreement, effective this 16th day of February, 2000, (the "Effective Date") is between ORCHID BIOCOMPUTER, INC., a corporation organized and existing under the laws of the State of...Licensing Agreement • April 7th, 2000 • Orchid Biosciences Inc • Services-commercial physical & biological research • New Jersey
BY AND BETWEENCollaboration Agreement • May 1st, 2000 • Orchid Biosciences Inc • Services-commercial physical & biological research • California
Exhibit 10.3 ORCHID BIOSCIENCES, INC. HAS REQUESTED THAT THE MARKED PORTIONS OF THIS DOCUMENT BE ACCORDED 406 CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT, AS AMENDED. [*] CONFIDENTIAL MATERIAL OMITTED AND FILED WITH THE...License and Supply Agreement • August 15th, 2000 • Orchid Biosciences Inc • Services-commercial physical & biological research
EXHIBIT 10.2 ------------ NON-EXCLUSIVE LICENSE AGREEMENT PAGE 1 ORCHID BIOSCIENCES, INC. HAS REQUESTED THAT THE MARKED PORTIONS OF THIS DOCUMENT BE ACCORDED 406 CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT, AS AMENDED. [*]...Non-Exclusive License Agreement • August 15th, 2000 • Orchid Biosciences Inc • Services-commercial physical & biological research • California
EXHIBIT 10.6 LICENSE AND OPTION AGREEMENT LICENSE AND OPTION AGREEMENT (the "Agreement"), dated as of December 10, 1997 (the "Effective Date"), between SARNOFF CORPORATION, a New Jersey corporation having its offices at 201 Washington Road, Princeton,...License Agreement • May 4th, 2000 • Orchid Biosciences Inc • Services-commercial physical & biological research • New Jersey
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 8th, 2004 • Orchid Biosciences Inc • In vitro & in vivo diagnostic substances • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 26, 2004 by and between Orchid BioSciences, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).
NON-QUALIFIED STOCK OPTION AGREEMENT ORCHID BIOSCIENCES, INC.Non-Qualified Stock Option Agreement • June 14th, 2005 • Orchid Biosciences Inc • In vitro & in vivo diagnostic substances • Delaware
AGREEMENT made as of the day of , 200 , between Orchid BioSciences, Inc. (the “Company”), a Delaware corporation having a principal place of business in Princeton, New Jersey, and (the “Participant”).
INCENTIVE STOCK OPTION AGREEMENT ORCHID BIOSCIENCES, INC.Incentive Stock Option Agreement • June 14th, 2005 • Orchid Biosciences Inc • In vitro & in vivo diagnostic substances • Delaware
AGREEMENT made as of the day of , 200 , between Orchid BioSciences, Inc. (the “Company”), a Delaware corporation having a principal place of business in Princeton, New Jersey, and , an employee of the Company (the “Employee”).
Exhibit 99.1 ------------------------------------------------------------------ -------------- ORCHID BIOSCIENCES, INC. LOAN AND SECURITY AGREEMENT ----------- --------------------------------------------------------------------- This LOAN AND...Loan and Security Agreement • April 3rd, 2003 • Orchid Biosciences Inc • In vitro & in vivo diagnostic substances • California
AGREEMENT AND PLAN OF MERGER Dated as of April 5, 2011 among Laboratory Corporation of America Holdings, OCM Acquisition Corp. and Orchid Cellmark Inc.Merger Agreement • April 6th, 2011 • Orchid Cellmark Inc • Services-testing laboratories
This AGREEMENT AND PLAN OF MERGER, dated as of April 5, 2011 (this “Agreement”), is among Laboratory Corporation of America Holdings, a Delaware corporation (“Parent”), OCM Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Purchaser”), and Orchid Cellmark Inc., a Delaware corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 8.11.
EXHIBIT 10.6 CONFIDENTIAL TREATMENT ---------------------- ORCHID BIOSCIENCES, INC. HAS REQUESTED THAT THE MARKED PORTIONS OF THIS DOCUMENT BE ACCORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*]...License and Option Agreement • May 1st, 2000 • Orchid Biosciences Inc • Services-commercial physical & biological research • New Jersey
Exhibit 99.3 ESCROW AGREEMENT GENERAL INDEMNITY ESCROW AGREEMENT (the "Agreement"), dated as of ___________, 2001 (the "Closing Date"), among Orchid BioSciences, Inc., a Delaware corporation ("Parent"), Walter O. Fredericks, Dean E. Fenton, and Joseph...Escrow Agreement • October 30th, 2001 • Orchid Biosciences Inc • In vitro & in vivo diagnostic substances • Massachusetts
EMPLOYMENT AGREEMENTEmployment Agreement • August 1st, 2008 • Orchid Cellmark Inc • Services-testing laboratories • New Jersey
This Employment Agreement, dated as of May 13, 2008 (this “Agreement”), is between Orchid Cellmark Inc., a Delaware corporation (the “Company”), and Mr. Jeffrey S. Boschwitz, who resides at the address listed at the bottom of this Agreement (“Employee”). This Agreement is intended to confirm the understanding between the Company and Employee with respect to Employee’s future employment by the Company. In consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the parties have agreed as follows:
EXHIBIT 10.14 INVESTOR RIGHTS AGREEMENT This Investor Rights Agreement (the "Agreement") is entered into as of February 12, 2001 by and between Orchid BioSciences, Inc., a Delaware corporation (the "Company"), and AstraZeneca UK, Limited (the...Investor Rights Agreement • April 2nd, 2001 • Orchid Biosciences Inc • Services-commercial physical & biological research • Delaware
SETTLEMENT AGREEMENTSettlement Agreement • May 27th, 2004 • Orchid Biosciences Inc • In vitro & in vivo diagnostic substances • Missouri
This Settlement Agreement (“Agreement”) is entered into as of 6th day of August, 2002, by and between SAINT LOUIS UNIVERSITY, a non-profit organization organized and existing under the laws of the State of Missouri (“SLU”), and ORCHID BIOSCIENCES, INC., a Delaware Corporation (“ORCHID”).
ContractPatent Assignment and License Agreement • May 27th, 2004 • Orchid Biosciences Inc • In vitro & in vivo diagnostic substances • California
ORCHID BIOSCIENCES, INC. HAS REQUESTED THAT THE MARKED PORTIONS OF THIS DOCUMENT BE ACCORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
COMMERCIAL IN CONFIDENCEForm of Agreement • May 27th, 2004 • Orchid Biosciences Inc • In vitro & in vivo diagnostic substances • England and Wales
THIS AGREEMENT is made between Secretary of State for Environment, Food and Rural Affairs (“the Authority”) of Nobel House 17 Smith Square, London SW1P 3JR, and Orchid BioSciences Europe Limited (“the Contractor”) having its registered office at 22 Blacklands Way, Abingdon Business Park, Abingdon, Oxon, UK OX4 1DY. Together referred to as (“the Parties”).
SETTLEMENT AGREEMENTSettlement Agreement • September 8th, 2010 • Orchid Cellmark Inc • Services-testing laboratories • New York
THIS SETTLEMENT AGREEMENT (“Agreement”), dated as of September 3, 2010, is made by and between Orchid Cellmark Inc., a Delaware corporation (“ORCH” or the “Company”), and the entities and natural persons listed on Schedule A hereto (collectively, the “Accipiter Group”) (each of the Company and the Accipiter Group, a “Party” to this Agreement, and collectively, the “Parties”).
LEASE AGREEMENTLease Agreement • November 9th, 2005 • Orchid Cellmark Inc • In vitro & in vivo diagnostic substances
THIS LEASE AGREEMENT (the “Lease”) is made as of the “Lease Date” (as defined in Section 36 herein) by and between VALWOOD SERVICE CENTER I, LTD., a Texas Limited Partnership, consisting of NN, Inc., a Texas corporation, and 139 Diplomat, Inc., a Texas corporation (“Landlord”), and ORCHID CELLMARK INC., a Delaware corporation (“Tenant”) (the words “Landlord” and Tenant” to include their respective legal representatives, successors and permitted assigns where the context requires or permits).
SEVERANCE AGREEMENT AND GENERAL RELEASESeverance Agreement • April 27th, 2006 • Orchid Cellmark Inc • In vitro & in vivo diagnostic substances • New Jersey
The purpose of this letter agreement (the “Agreement”) is to confirm the terms regarding your separation from employment with Orchid Cellmark Inc. (“Orchid” or the “Company”). As more fully set forth below, the Company desires to provide you with severance pay and benefits in exchange for certain agreements by you. You are referred to hereafter as the “Employee.”
WAIVER AND RELEASEWaiver and Release • April 19th, 2011 • Orchid Cellmark Inc • Services-testing laboratories
Investors: Media: Thomas Bologna, CEO Ed Orgon Orchid Cellmark Inc. The Torrenzano GroupBoard Nomination Agreement • September 8th, 2010 • Orchid Cellmark Inc • Services-testing laboratories
PRINCETON, N.J. – September 7, 2010 Orchid Cellmark, Inc (Nasdaq: ORCH) (“Orchid Cellmark “ or the “Company”) and Accipiter Capital Management, LLC (“Accipiter”) today jointly announced that Orchid Cellmark and Accipiter (together with its affiliates) have reached an agreement in connection with the nomination of candidates for election to Orchid Cellmark’s Board of Directors.
Dated 2003Business Purchase Agreement • November 14th, 2003 • Orchid Biosciences Inc • In vitro & in vivo diagnostic substances
SECOND AMENDMENT TO RIGHTS AGREEMENT BETWEEN ORCHID CELLMARK INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANYRights Agreement • April 6th, 2011 • Orchid Cellmark Inc • Services-testing laboratories • Delaware
This Second Amendment to Rights Agreement (the “Amendment”) is made as of this 5th day of April, 2011 by and between Orchid Cellmark Inc. (f/k/a Orchid BioSciences, Inc.), a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company as rights agent (the “Rights Agent”).
FIRST AMENDMENT OF LEASELease • May 24th, 2006 • Orchid Cellmark Inc • In vitro & in vivo diagnostic substances
This FIRST AMENDMENT OF LEASE is made as of the 1st day of November, 2005 between BELLEMEAD DEVELOPMENT CORPORATION, a Delaware corporation (“Landlord”), having an address c/o The Gale Management Company, L.L.C., Park Avenue at Morris County, 100 Campus Drive, Suite 200, Florham Park, New Jersey 07932 and ORCHID CELLMARK INC., a Delaware corporation, having an office at 4390 Route One, Princeton, New Jersey 08540 (hereinafter called “Tenant”) and a Federal Taxpayer Identification Number of 223392819.
