1 EXHIBIT 10.28 ARGONAUT TECHNOLOGIES, INC. 1995 INCENTIVE STOCK PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement. I. NOTICE OF STOCK OPTION GRANT...Stock Option Agreement • July 14th, 2000 • Argonaut Technologies Inc • Services-commercial physical & biological research • California
UNDERWRITING AGREEMENT 2 UNDERWRITING AGREEMENTUnderwriting Agreement • July 14th, 2000 • Argonaut Technologies Inc • Services-commercial physical & biological research • New York
Exhibit 1.1 ---------- JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13G/A, dated Febraury 14, 2003, (the "Schedule 13G/A"), with respect to the Common Stock, par value $0.0001 per share, of Argonaut...Joint Filing Agreement • February 14th, 2003 • Argonaut Technologies Inc • In vitro & in vivo diagnostic substances
The undersigned hereby agree that the Statement on this Schedule 13G/A, dated Febraury 14, 2003, (the "Schedule 13G/A"), with respect to the Common Stock, par value $0.0001 per share, of Argonaut Technologies 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/A. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G/A, 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.
EXHIBIT 4.1 ARGONAUT TECHNOLOGIES, INC. --------------------------------------- ----------------------------------------- REGISTRATION RIGHTS AGREEMENT DATED AS OF FEBRUARY __, 2002Registration Rights Agreement • March 6th, 2002 • Argonaut Technologies Inc • In vitro & in vivo diagnostic substances • Delaware
1 EXHIBIT 4.3 ARGONAUT TECHNOLOGIES, INC. REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 1, 2001 -------------------------------- TABLE OF CONTENTSRegistration Rights Agreement • March 16th, 2001 • Argonaut Technologies Inc • Services-commercial physical & biological research • Delaware
WITNESSETH:License Agreement • May 18th, 2000 • Argonaut Technologies Inc • Services-commercial physical & biological research • Pennsylvania
1 EXHIBIT 10.8 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO...Warrant Agreement • April 27th, 2000 • Argonaut Technologies Inc • California
BACKGROUNDManufacturing Agreement • May 18th, 2000 • Argonaut Technologies Inc • Services-commercial physical & biological research • California
LEASE BETWEENLease Agreement • May 13th, 2004 • Argonaut Technologies Inc • In vitro & in vivo diagnostic substances • California
BACKGROUNDLicense Agreement • November 14th, 2002 • Argonaut Technologies Inc • In vitro & in vivo diagnostic substances • California
Exhibit 10.16 ARGONAUT TECHNOLOGIES, INC. CONSULTING AGREEMENT This Consulting Agreement ("AGREEMENT") is entered into as of January 10, 2002 by and between Argonaut Technologies, Inc. (the "COMPANY") and John T. Supan ("CONSULTANT"). WHEREAS,...Consulting Agreement • April 1st, 2002 • Argonaut Technologies Inc • In vitro & in vivo diagnostic substances • California
EXHIBIT 10.19 SEVERANCE AGREEMENT AND RELEASESeverance Agreement • May 13th, 2004 • Argonaut Technologies Inc • In vitro & in vivo diagnostic substances • California
LEASE CONTRACTLease Addendum • May 18th, 2000 • Argonaut Technologies Inc • Services-commercial physical & biological research
Exhibit 10.14 REV. 12/01 Effective January 1, 2002 AMENDMENT THREE TO LICENSE AND SUPPLY AGREEMENT ----------------------------------------------- This Amendment Three to the License and Supply Agreement ("Amendment") is made effective as of January...License and Supply Agreement • April 1st, 2002 • Argonaut Technologies Inc • In vitro & in vivo diagnostic substances
AGREEMENTAgreement for the Sale and Purchase of Shares • March 6th, 2002 • Argonaut Technologies Inc • In vitro & in vivo diagnostic substances
ANDPreferred Stock Rights Agreement • May 25th, 2004 • Argonaut Technologies Inc • In vitro & in vivo diagnostic substances • Delaware
EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • March 16th, 2001 • Argonaut Technologies Inc • Services-commercial physical & biological research • Delaware
EXHIBIT 10.26 ARGONAUT TECHNOLOGIES, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is made as of this ____ day of ____________, 2000 by and between Argonaut Technologies, Inc., a Delaware corporation (the "Company"), and...Indemnification Agreement • July 14th, 2000 • Argonaut Technologies Inc • Services-commercial physical & biological research • Delaware
CONCEPT VALIDATIONMembership Agreement • July 18th, 2000 • Argonaut Technologies Inc • Services-commercial physical & biological research
1 Exhibit 10.18 PURCHASE AND LICENSE AGREEMENT THIS IS AN AGREEMENT between Argonaut Technologies, Inc., a Delaware corporation with an office at 887 Industrial Road, Suite G, San Carlos, CA 94070 ("Vendor") and Zeneca Inc., a Delaware corporation...Purchase and License Agreement • July 18th, 2000 • Argonaut Technologies Inc • Services-commercial physical & biological research
1 EXHIBIT 10.16 RESEARCH COLLABORATION AGREEMENTResearch Collaboration Agreement • July 18th, 2000 • Argonaut Technologies Inc • Services-commercial physical & biological research • England
BACKGROUND The Company and the Borrower have entered into a certain Promissory Note Secured by Deed of Trust dated as of December 17, 1996, in the principal amount of $200,000 (the "NOTE") and amended by the Amendment to Promissory Note dated as of...Promissory Note Agreement • April 1st, 2002 • Argonaut Technologies Inc • In vitro & in vivo diagnostic substances • California
1 EXHIBIT 10.2 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT...Warrant Agreement • May 18th, 2000 • Argonaut Technologies Inc • Services-commercial physical & biological research • Illinois
ARGONAUT TECHNOLOGIES, INC. AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • April 21st, 2005 • Argonaut Technologies Inc • In vitro & in vivo diagnostic substances • California
This Amended and Restated Change of Control Severance Agreement (the “Agreement”) is made and entered into effective as of August 3, 2004 (the “Effective Date”), by and between Jeff Labadie (the “Employee”) and Argonaut Technologies, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.
1- 2 Such notice shall also contain such details of the IPO as are reasonable in the circumstances. If the IPO does not take place, the Company shall promptly notify the Warrantholder and the Warrantholder may rescind any exercise of its purchase...Warrant Agreement • May 18th, 2000 • Argonaut Technologies Inc • Services-commercial physical & biological research • Illinois
BACKGROUNDManufacturing Agreement • July 18th, 2000 • Argonaut Technologies Inc • Services-commercial physical & biological research • California
BACKGROUNDLicense and Supply Agreement • May 18th, 2000 • Argonaut Technologies Inc • Services-commercial physical & biological research • California
1 EXHIBIT 10.1 ARGONAUT TECHNOLOGIES, INC. SERIES D PREFERRED STOCK PURCHASE AGREEMENTSeries D Preferred Stock Purchase Agreement • May 18th, 2000 • Argonaut Technologies Inc • Services-commercial physical & biological research • California
SUBLEASESublease • August 13th, 2001 • Argonaut Technologies Inc • In vitro & in vivo diagnostic substances
RECITALSSeverance Agreement • March 31st, 2003 • Argonaut Technologies Inc • In vitro & in vivo diagnostic substances • California
POUND STERLING 7,650,000 LOAN NOTE INSTRUMENT CREATING PRINCIPAL AMOUNT GUARANTEED LOAN NOTES 2004 GUARANTEED BY BARCLAYS BANK PLC PAUL, HASTINGS, JANOFSKY & WALKER LLP 19TH FLOOR, TOWER 42 25 OLD BROAD STREET LONDON EC2N 1HQ TELE: 020 7562 4038 FAX:...Loan Note Instrument • March 6th, 2002 • Argonaut Technologies Inc • In vitro & in vivo diagnostic substances • England
AMENDED AND RESTATED STOCK AND ASSET PURCHASE AGREEMENT Dated as of March 17, 2005 Among BIOTAGE AB and ARGONAUT TECHNOLOGIES, INC.Stock and Asset Purchase Agreement • March 21st, 2005 • Argonaut Technologies Inc • In vitro & in vivo diagnostic substances • Delaware
AMENDED AND RESTATED STOCK AND ASSET PURCHASE AGREEMENT, dated as of February 21, 2005, as amended and restated as of March 17, 2005 (such date, the “Amendment Date” and as amended this “Agreement”), among Biotage AB, a corporation organized under the laws of Sweden (the “Buyer”) and Argonaut Technologies, Inc., a Delaware corporation (the “Company”).
ARGONAUT TECHNOLOGIES, INC. AMENDMENT TO CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • March 22nd, 2005 • Argonaut Technologies Inc • In vitro & in vivo diagnostic substances
This Amendment to the Amended and Restated Change of Control Severance Agreement (the “Agreement”) is made and entered into effective as of March 17, 2005 (the “Effective Date”), by and between Jeff Labadie (the “Employee”) and Argonaut Technologies, Inc., a Delaware corporation (the “Company”).
1 EXHIBIT 10.9 ARGONAUT TECHNOLOGIES, INC. AMENDED AND RESTATED STOCKHOLDER RIGHTS AGREEMENT Dated as of May 21, 1999 2 TABLE OF CONTENTSStockholder Rights Agreement • May 18th, 2000 • Argonaut Technologies Inc • Services-commercial physical & biological research • California
LEASELease • May 18th, 2000 • Argonaut Technologies Inc • Services-commercial physical & biological research
