Illumina, Inc. Sample Contracts

EXHIBIT 2.01 AGREEMENT AND PLAN OF MERGER
Merger Agreement • April 14th, 2005 • Illumina Inc • Laboratory analytical instruments • Delaware
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ILLUMINA, INC. FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 3rd, 2000 • Illumina Inc • Laboratory analytical instruments • Delaware
ARTICLE I
Purchase and Sale Agreement • August 6th, 2004 • Illumina Inc • Laboratory analytical instruments • California
Exhibit 1.1 Illumina, Inc. Common Stock par value $.01 per share Underwriting Agreement ----------------------
Underwriting Agreement • July 10th, 2000 • Illumina Inc • Laboratory analytical instruments • New York
AGREEMENT ---------
Asset Purchase Agreement • July 27th, 2000 • Illumina Inc • Laboratory analytical instruments • California
ILLUMINA, INC. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of August 21, 2018 0% Convertible Senior Notes due 2023
Indenture • August 21st, 2018 • Illumina Inc • Laboratory analytical instruments • New York

INDENTURE dated as of August 21, 2018 between Illumina, Inc., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

1 RIGHTS AGREEMENT BY AND BETWEEN ILLUMINA, INC.
Rights Agreement • May 14th, 2001 • Illumina Inc • Laboratory analytical instruments • Delaware
AGREEMENT ---------
Asset Purchase Agreement • April 3rd, 2000 • Illumina Inc • California
BETWEEN
Lease Agreement • July 19th, 2000 • Illumina Inc • Laboratory analytical instruments
AGREEMENT AND PLAN OF MERGER OF ILLUMINA, INC. A DELAWARE CORPORATION AND A CALIFORNIA CORPORATION
Merger Agreement • July 3rd, 2000 • Illumina Inc • Laboratory analytical instruments
ILLUMINA, INC. and Computershare Trust Company, N.A. as Rights Agent Rights Agreement
Rights Agreement • January 26th, 2012 • Illumina Inc • Laboratory analytical instruments • Delaware

Rights Agreement (this “Rights Agreement”), dated as of January 26, 2012, by and between Illumina, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (the “Rights Agent”).

LICENSE AGREEMENT
License Agreement • July 27th, 2000 • Illumina Inc • Laboratory analytical instruments • Massachusetts
RECITALS:
Option Agreement • August 13th, 2001 • Illumina Inc • Laboratory analytical instruments
Illumina, Inc. 4.650% Notes due 2026 Underwriting Agreement
Underwriting Agreement • September 9th, 2024 • Illumina, Inc. • Laboratory analytical instruments

and the performance by the Company of its obligations under the Underwriting Agreement (i) do not violate the Certificate of Incorporation or By-laws of the Company, (ii) do not result in a breach of or constitute a default under the express terms and conditions of any Specified Agreement, and (iii) will not violate any law, rule or regulation of the United States of America, the State of New York or the General Corporation Law of the State of Delaware of the type that in our experience typically would be applicable to transactions of the type contemplated by the Underwriting Agreement. Our opinion in clause (ii) of the preceding sentence relating to the Specified Agreements does not extend to compliance with any financial ratio or any limitation in any contractual restriction expressed as a dollar amount (or an amount expressed in another currency).

LICENSE AGREEMENT
License Agreement • July 27th, 2000 • Illumina Inc • Laboratory analytical instruments • Massachusetts
RECITALS
Joint Development Agreement • May 8th, 2001 • Illumina Inc • Laboratory analytical instruments
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AGREEMENT ---------
Asset Purchase Agreement • July 27th, 2000 • Illumina Inc • Laboratory analytical instruments • California
CREDIT AGREEMENT dated as of January 4, 2023 among ILLUMINA, INC., as the Borrower, The Lenders Party Hereto, BANK OF AMERICA, N.A., as the Administrative Agent, an Issuing Bank, and the Swingline Lender, The Other Issuing Banks Party Hereto, JPMORGAN...
Credit Agreement • January 4th, 2023 • Illumina, Inc. • Laboratory analytical instruments • New York

CREDIT AGREEMENT (this “Agreement”) dated as of January 4, 2023 among ILLUMINA, INC., a Delaware corporation, as the Borrower, the LENDERS from time to time party hereto, BANK OF AMERICA, N.A., as the Administrative Agent, an Issuing Bank and the Swingline Lender, and the other ISSUING BANKS from time to time party hereto.

AGREEMENT AND PLAN OF MERGER dated as of November 1, 2018 among PACIFIC BIOSCIENCES of CALIFORNIA, INC., ILLUMINA, INC. and FC OPS CORP.
Merger Agreement • November 5th, 2018 • Illumina Inc • Laboratory analytical instruments • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of November 1, 2018, among Pacific Biosciences of California, Inc., a Delaware corporation (the “Company”), Illumina, Inc., a Delaware corporation (“Parent”), and FC Ops Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Subsidiary”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Article 1 hereof.

Illumina, Inc. 0.550% Notes due 2023 2.550% Notes due 2031 Underwriting Agreement
Underwriting Agreement • March 22nd, 2021 • Illumina, Inc. • Laboratory analytical instruments • New York
ILLUMINA, INC. AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • February 26th, 2009 • Illumina Inc • Laboratory analytical instruments • California

This AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT (the “Agreement”), is made as of the 22nd day of October 2008 by and between ILLUMINA, INC., a Delaware corporation (the “Company”) and Jay T. Flatley (the “Executive”).

POOLED PATENTS AGREEMENT
Pooled Patents Agreement • July 15th, 2015 • Illumina Inc • Laboratory analytical instruments • California

This Pooled Patents Agreement (the “Agreement”) is made and entered as of 11:59 P.M. Pacific Time on December 2, 2014 (such date and time the “Effective Date”) by and among:

SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN ILLUMINA, INC. AND GRAIL, LLC (to be converted into GRAIL, INC.) DATED AS OF June 21, 2024
Separation and Distribution Agreement • June 24th, 2024 • Illumina, Inc. • Laboratory analytical instruments • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT is entered into as of June 21, 2024 (this “Agreement”), by and between Illumina, Inc., a Delaware corporation (“Illumina”), and GRAIL, LLC, a wholly owned subsidiary of Illumina and a Delaware limited liability company (“GRAIL LLC”), to be converted to a corporation and renamed GRAIL, Inc. prior to the Distribution Date (“GRAIL”). Illumina and GRAIL are each a “Party” and are sometimes referred to herein collectively as the “Parties”. References to GRAIL shall be deemed to include, for all periods prior to the GRAIL Conversion, GRAIL LLC. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 25th, 2008 • Illumina Inc • Laboratory analytical instruments • Delaware

THIS AGREEMENT (the “Agreement”) is made and entered into by and between Illumina, Inc., a Delaware corporation (the “Company”), and Gregory F. Heath (“Indemnitee”). This Agreement shall be effective as of the date the Indemnitee became a member of the Board of Directors of the Company or an employee of the Company, as applicable (the “Effective Date”).

AGREEMENT AND PLAN OF MERGER among ILLUMINA, INC., SDG OPS, INC., SDG OPS, LLC and GRAIL, INC. Dated as of September 20, 2020
Merger Agreement • September 21st, 2020 • Illumina, Inc. • Laboratory analytical instruments • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of September 20, 2020 (this “Agreement”), among Illumina, Inc., a Delaware corporation (“Parent”), SDG Ops, Inc., a Delaware corporation and direct, wholly owned subsidiary of Parent (“First Merger Sub”), SDG Ops, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Parent (“Second Merger Sub”), and GRAIL, Inc., a Delaware corporation (the “Company”).

Illumina, Inc.
Registration Rights Agreement • February 16th, 2007 • Illumina Inc • Laboratory analytical instruments • New York

Goldman, Sachs & Co., Deutsche Bank Securities, Inc. As representatives of the several Purchasers named in Schedule I to the Purchase Agreement c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004

TAX MATTERS AGREEMENT BY AND BETWEEN ILLUMINA, INC. AND GRAIL, LLC (to be converted into GRAIL, INC.) DATED AS OF June 21, 2024
Tax Matters Agreement • June 24th, 2024 • Illumina, Inc. • Laboratory analytical instruments • Delaware

This Tax Matters Agreement (this “Agreement”) is entered into effective as of June 21, 2024, by and between Illumina, Inc., a Delaware corporation (“Illumina”), and GRAIL, LLC, a wholly owned subsidiary of Illumina and a Delaware limited liability company (“GRAIL LLC”), to be converted to a corporation and renamed GRAIL, Inc. prior to the Distribution (“GRAIL”). Illumina and GRAIL are each a “Party” and are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1 of this Agreement.

Contract
Stockholder and Registration Rights Agreement • June 24th, 2024 • Illumina, Inc. • Laboratory analytical instruments • Delaware

STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 21, 2024, between Illumina, Inc., a Delaware corporation (“Illumina”), and GRAIL, LLC, a Delaware limited liability company (“GRAIL LLC”), to be converted to a corporation and renamed GRAIL, Inc. (the “Company”).

EMPLOYEE MATTERS AGREEMENT by and between ILLUMINA, INC. and GRAIL, LLC (to be converted into GRAIL, INC.) Dated as of June 21, 2024
Employee Matters Agreement • June 24th, 2024 • Illumina, Inc. • Laboratory analytical instruments • Delaware

This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), is entered into as of June 21, 2024 by and between Illumina, Inc., a Delaware corporation (“Illumina”), and GRAIL, LLC, a wholly owned subsidiary of Illumina and a Delaware limited liability company (“GRAIL LLC”), to be converted to a corporation and renamed GRAIL, Inc. prior to the Distribution (“GRAIL”). Illumina and GRAIL are each a “Party” and are sometimes referred to herein collectively as the “Parties”.

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