ARTICLE I DEFINITIONSNon-Qualified Stock Option Agreement • January 28th, 2004 • Stratagene Corp • Biological products, (no disgnostic substances) • Delaware
FORM OFIndemnification Agreement • April 15th, 2004 • Stratagene Corp • Biological products, (no disgnostic substances) • Delaware
EXHIBIT 10.12 LEASE AGREEMENT PROPERTY ADDRESS: 11011 NORTH TORREY PINES ROAD TENANT: STRATAGENE LANDLORD: SLOUGH TPSP LLCLease Agreement • January 28th, 2004 • Stratagene Corp • Biological products, (no disgnostic substances) • California
EXHIBIT 10.13 STRATAGENE CORPORATION SECURITIES PURCHASE AGREEMENT DATED AS OF JANUARY 21, 2004 SUBORDINATED SECURED NOTES DUE JULY 23, 2007 TABLE OF CONTENTSSecurities Purchase Agreement • April 15th, 2004 • Stratagene Corp • Biological products, (no disgnostic substances) • New York
RECITALSEmployment Agreement • February 1st, 2005 • Stratagene Corp • Biological products, (no disgnostic substances) • California
RECITALSEmployment Agreement • January 28th, 2004 • Stratagene Corp • Biological products, (no disgnostic substances) • California
LOAN AGREEMENTLoan Agreement • January 28th, 2004 • Stratagene Corp • Biological products, (no disgnostic substances) • Texas
RECITALSEmployment Agreement • January 28th, 2004 • Stratagene Corp • Biological products, (no disgnostic substances) • California
EXHIBIT 10.11 PATENT LICENSE AGREEMENT CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE...Patent License Agreement • April 15th, 2004 • Stratagene Corp • Biological products, (no disgnostic substances) • New Jersey
AGREEMENTAgreement • January 28th, 2004 • Stratagene Corp • Biological products, (no disgnostic substances)
RECITALSEmployment Agreement • August 16th, 2004 • Stratagene Corp • Biological products, (no disgnostic substances) • California
1 EXHIBIT 10.10 THERMAL CYCLER SUPPLIER AUTHORIZATION AGREEMENT PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT 2 THERMAL CYCLER SUPPLIER AUTHORIZATION AGREEMENT This Agreement ("Agreement"), effective...Authorization Agreement • March 10th, 2000 • Stratagene Holding Corp • New York
EXHIBIT 10.16 [MERRILL LYNCH LOGO] CREDIT AGREEMENT ("Loan Agreement") dated as of January 21, 2004, among BIOCREST MANUFACTURING, L.P., a Delaware limited partnership having its principal office at 1834 State Highway 71 West, Cedar Creek, Texas 78612...Credit Agreement • April 15th, 2004 • Stratagene Corp • Biological products, (no disgnostic substances) • Illinois
RECITALSRegistration Rights Agreement • January 28th, 2004 • Stratagene Corp • Biological products, (no disgnostic substances) • California
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • November 12th, 2004 • Stratagene Corp • Biological products, (no disgnostic substances) • Illinois
RECITALSRegistration Rights Agreement • August 16th, 2004 • Stratagene Corp • Biological products, (no disgnostic substances) • California
EXHIBIT 10.10 THERMAL CYCLER SUPPLIER AUTHORIZATION AGREEMENT CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE...Cycler Supplier Authorization Agreement • April 15th, 2004 • Stratagene Corp • Biological products, (no disgnostic substances) • New York
January 27, 2004 Hycor Biomedical Inc. 7272 Chapman Ave. Garden Grove, California 92841 Re: Agreement and Plan of Reorganization by and among Stratagene Corporation (formerly known as Stratagene Holding Corporation), SHC Acquisition Sub, Inc. and...Stratagene Corp • January 28th, 2004 • Biological products, (no disgnostic substances)
We have acted as counsel to Hycor Biomedical Inc. a Delaware corporation (the “Company”), in connection with the proposed merger (the “Merger”) of SHC Acquisition Sub, Inc., a Delaware corporation (“Merger Sub”) and wholly-owned subsidiary of Stratagene Corporation (“Parent”), with and into the Company, pursuant to an Agreement and Plan of Reorganization by and among Parent, Merger Sub and the Company dated as of July 24, 2003 (as amended, the “Merger Agreement”). Capitalized terms not defined herein have the meanings specified in the Merger Agreement.
ASSET PURCHASE AGREEMENT BY AND BETWEEN STRATAGENE CORPORATION AND CATALYST ASSETS LLC Dated as of April 5, 2007Asset Purchase Agreement • April 11th, 2007 • Stratagene Corp • Biological products, (no disgnostic substances) • Delaware
assignment shall not be considered a “transfer” in violation of the rights and restrictions in paragraph 2 of this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. For purposes of this Agreement, the term “Affiliates” shall mean for a company, any corporation or other business entity in which such company owns or controls, directly or indirectly, at least fifty percent (50%) of the outstanding stock or other voting rights entitled to elect directors; provided, however, that in any country where the local law does not permit foreign equity participation of at least 50%, then an “Affiliate” shall include any corporation or other business Entity in which the company owns or controls, directly or indirectly, the maximum percentage of such outstanding stock or voting rights permitted by local law.
SEVERANCE WAIVER AGREEMENTSeverance Waiver Agreement • April 11th, 2007 • Stratagene Corp • Biological products, (no disgnostic substances) • California
THIS SEVERANCE WAIVER AGREEMENT (the “Agreement”), is dated and effective as of April 5, 2007, is made and entered into by and between Stratagene Corporation, a Delaware corporation (the “Company”), and Joseph A. Sorge, M.D. ( “Sorge”).
VOTING AGREEMENTVoting Agreement • April 11th, 2007 • Stratagene Corp • Biological products, (no disgnostic substances) • Delaware
This VOTING AGREEMENT (the “Agreement”), dated as of April 5, 2007, is made among Agilent Technologies, Inc., a Delaware corporation (“Acquiror”), and Joseph A. Sorge, M.D., J.A. Sorge Trust I, J.A. Sorge Trust II, J.A. Sorge Trust III, J.A. Sorge Trust IV, Joseph A. Sorge Charitable Remainder Trust dated December 26, 2002 and BioSenses Partners, L.P. (collectively, the “Stockholder”).
CONSULTING AGREEMENTConsulting Agreement • November 17th, 2006 • Stratagene Corp • Biological products, (no disgnostic substances) • California
This Consulting Agreement (the “Agreement’) is entered into by and between Stratagene Corporation (the “Company”) and Ronni L. Sherman (the “Consultant”) effective as of October 13, 2006.
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • March 20th, 2006 • Stratagene Corp • Biological products, (no disgnostic substances) • Illinois
Amendment No. 4 dated as of January 24, 2006 to CREDIT AGREEMENT dated as of January 21, 2004 (as amended and modified prior to the date hereof, the “Loan Agreement”), among BIOCREST MANUFACTURING, L.P., a Delaware limited partnership, having its principal office at 1834 State Highway 71 West, Cedar Creek, Texas 78612 (“Customer”), STRATAGENE CORPORATION, a Delaware corporation (formerly known as Stratagene Holding Corporation), having its principal office at 11011 North Torrey Pines Road, La Jolla, California 92037 (“Stratagene”), BIOCREST HOLDINGS, L.L.C., a Delaware limited liability company, having its principal office at 5320 Pine Meadow Road, Wilson, Wyoming 83014 (“BH LLC”), and MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., a corporation organized and existing under the laws of the State of Delaware having its principal office at 222 North LaSalle Street, 17th Floor, Chicago, IL 60601 (“MLBFS”).
EMPLOYMENT SEPARATION AGREEMENT AND MUTUAL GENERAL RELEASE OF ALL CLAIMSEmployment Separation Agreement • November 17th, 2006 • Stratagene Corp • Biological products, (no disgnostic substances) • California
This Employment Separation Agreement and Mutual General Release of All Claims (hereinafter referred to as the “Agreement”) is hereby entered into by and between Ronni L. Sherman (“Executive”) on the one hand, and Stratagene Corporation, a Delaware corporation (the “Company”), on the other hand, as of October 6, 2006.
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2006 • Stratagene Corp • Biological products, (no disgnostic substances) • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of , 2006 (the “Effective Date”), by and between Stratagene Corporation, a Delaware corporation (“Employer”), and (“Executive”).
NON-COMPETITION AGREEMENTNon-Competition Agreement • April 11th, 2007 • Stratagene Corp • Biological products, (no disgnostic substances) • California
THIS NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into as of April 5, 2007 by and between Agilent Technologies, Inc., a Delaware corporation (“Acquiror”), and Joseph A. Sorge, M.D. (“Stockholder”). The Closing Date (as defined in the Merger Agreement (as defined below)) shall be the “Effective Date” of this Agreement.
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • March 31st, 2005 • Stratagene Corp • Biological products, (no disgnostic substances) • Illinois
LICENSE AGREEMENTLicense Agreement • April 11th, 2007 • Stratagene Corp • Biological products, (no disgnostic substances) • New York
This License Agreement (this “Agreement”) is effective as of the Effective Date, as defined below, and is between Agilent Technologies, Inc. (“Agilent”) incorporated under the laws of the State of Delaware, with a place of business at 5301 Stevens Creek Blvd, Santa Clara, California, and Catalyst Assets LLC (“Catalyst”), a limited liability company under the laws of Delaware, with a place of business at 3545 South Park Drive, Jackson, Wyoming 83001 (the “Agreement”). Each of Agilent and Catalyst is a “Party” and together they are the “Parties” to this Agreement. Any other Entity is a “Third Party.”
AGREEMENT AND PLAN OF MERGER AMONG AGILENT TECHNOLOGIES, INC., JACKSON ACQUISITION CORP. AND STRATAGENE CORPORATIONAgreement and Plan of Merger • April 11th, 2007 • Stratagene Corp • Biological products, (no disgnostic substances) • Delaware
