Bioveris Corp Sample Contracts

EXHIBIT 4.1 RIGHTS AGREEMENT dated as of / /, 2003
Rights Agreement • December 11th, 2003 • Bioveris Corp • Laboratory analytical instruments • Delaware
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LEASE AGREEMENT
Lease Agreement • November 6th, 2006 • Bioveris Corp • Laboratory analytical instruments

THIS LEASE AGREEMENT is made as of this day of September, 2006, between ARE-MARYLAND NO. 23, LLC, a Delaware limited liability company (“Landlord”), and BIOVERIS CORPORATION, a Delaware corporation (“Tenant”).

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EXHIBIT 4 RIGHTS AGREEMENT dated as of January 9, 2004
Rights Agreement • February 10th, 2004 • Bioveris Corp • Laboratory analytical instruments • Delaware
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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • April 10th, 2007 • Bioveris Corp • Laboratory analytical instruments • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of April 4, 2007 (this "Agreement"), is among Roche Holding Ltd, a joint stock company organized under the laws of Switzerland ("Parent"), Lili Acquisition Corporation, a newly-formed Delaware corporation and an indirect wholly-owned Subsidiary of Parent ("Merger Sub"), and BioVeris Corporation, a Delaware corporation (the "Company"). Certain capitalized terms used in this Agreement are as defined in this Agreement.

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Exhibit 10.33 EQUITY RIGHT PURCHASE AND LICENSE AMENDMENT AGREEMENT THIS EQUITY RIGHT PURCHASE AND LICENSE AMENDMENT AGREEMENT ("Agreement") is entered into December 30, 2003 ("Effective Date") by and between IGEN International, Inc. ("IGEN"), and...
Equity Right Purchase And • December 30th, 2003 • Bioveris Corp • Laboratory analytical instruments • Delaware
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LICENSE AGREEMENT
License Agreement • April 10th, 2007 • Bioveris Corp • Laboratory analytical instruments • New York

THIS LICENSE AGREEMENT (the “Agreement”) is made as of the _____ day of April, 2007, by and between BioVeris Corporation (“BioVeris”), a Delaware corporation having a principal place of business at 16020 Industrial Drive, Gaithersburg, Maryland 20877, United States of America, and 32 Mott Street Acquisition II, LLC (“Newco”), a Delaware limited liability company having offices at __________________________________, with reference to the following facts:

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ECL ASSET TRANSFER AGREEMENT Dated as of April 4, 2007 between BIOVERIS CORPORATION and 32 MOTT STREET ACQUISITION II, LLC
Ecl Asset Transfer Agreement • April 10th, 2007 • Bioveris Corp • Laboratory analytical instruments • Delaware

This ECL ASSET TRANSFER AGREEMENT (this ECL Asset Transfer Agreement, together with all annexes, exhibits, schedules and other documents attached hereto, hereinafter referred to as the “Agreement”) dated as of April 4, 2007 is made by and between BioVeris Corporation, a Delaware corporation (“Seller”), and 32 Mott Street Acquisition II, LLC, a Delaware limited liability company (“Purchaser”).

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AGREEMENT
Agreement • August 16th, 2004 • Bioveris Corp • Laboratory analytical instruments • Delaware

WHEREAS, BioVeris Corporation (“BioVeris”) has not yet filed its annual report on Form 10-K for the fiscal year ending on March 31, 2004 (“Form 10-K”);

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IGEN International, Inc.
Services Agreement • August 16th, 2004 • Bioveris Corp • Laboratory analytical instruments • Maryland

Wellstat Therapeutics Corporation Wellstat Biologics Corporation Hyperion Catalysis International Corporation Proteinix, Inc. Integrated Chemical Synthesizers, Inc.

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TRANSACTION AGREEMENT
Transaction Agreement • April 10th, 2007 • Bioveris Corp • Laboratory analytical instruments • Delaware

This TRANSACTION AGREEMENT, dated as of April 4, 2007 (this “Agreement”), is by and between Samuel J. Wohlstadter (the “Stockholder”) and Roche Holdings Ltd (“Roche”).

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WITNESSETH:
Indemnity Agreement • November 12th, 2003 • Bioveris Corp • Laboratory analytical instruments • Delaware
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VACCINES ASSET TRANSFER AGREEMENT Dated as of April 4, 2007 between BIOVERIS CORPORATION and 32 MOTT STREET ACQUISITION I, LLC
Vaccines Asset Transfer Agreement • April 10th, 2007 • Bioveris Corp • Laboratory analytical instruments • Delaware

This VACCINES ASSET TRANSFER AGREEMENT (this Vaccines Asset Transfer Agreement, together with all annexes, exhibits, schedules and other documents attached hereto, hereinafter referred to as the “Agreement”) dated as of April 4, 2007 is made by and between BioVeris Corporation, a Delaware corporation (“Seller”), and 32 Mott Street Acquisition I, LLC, a Delaware limited liability company (“Purchaser”).

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ECL SETTLEMENT AGREEMENT
Ecl Settlement Agreement • November 6th, 2006 • Bioveris Corp • Laboratory analytical instruments

This Settlement Agreement (this “Agreement”), dated September 15, 2006 (the “Effective Date”) is made and entered into by and among bioMérieux, Inc. and bioMérieux bv (collectively, “bioMerieux”) and BioVeris Corporation (“BioVeris”).

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AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Amended and Restated Stockholders Agreement • May 3rd, 2007 • Bioveris Corp • Laboratory analytical instruments

AGREEMENT, dated as of May 2, 2007 and effective as of April 4, 2007, among Roche Holding Ltd, a joint stock company organized under the laws of Switzerland (“Parent”), and the stockholders of BioVeris Corporation, a Delaware corporation (the “Company”), that are parties hereto (each, a “Stockholder” and, collectively, the “Stockholders”).

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STOCKHOLDERS AGREEMENT
Stockholders Agreement • April 10th, 2007 • Bioveris Corp • Laboratory analytical instruments

AGREEMENT, dated as of April 4, 2007 among Roche Holding Ltd, a joint stock company organized under the laws of Switzerland (“Parent”), and the stockholders of BioVeris Corporation, a Delaware corporation (the “Company”), that are parties hereto (each, a “Stockholder” and, collectively, the “Stockholders”).

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NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT
Non-Disclosure And • April 10th, 2007 • Bioveris Corp • Laboratory analytical instruments

This Non-Disclosure and Non-Solicitation Agreement (this “Agreement”) is made this 4th day of April 2007, by and between BioVeris Corporation, its present and former subsidiaries, affiliated divisions and companies, successors, and assigns (collectively, “BioVeris”) and Samuel J. Wohlstadter (“SJW”). BioVeris and SJW may hereinafter be referred to individually as a “Party” and collectively as the “Parties.”

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AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT
The Rights Agreement • April 6th, 2007 • Bioveris Corp • Laboratory analytical instruments • Delaware

THIS AMENDMENT NO. 1 dated April 4, 2007 (this “Amendment”), amends the Rights Agreement, dated as of January 9, 2004 (the “Rights Agreement”), by and between BioVeris Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (formerly EquiServe Trust Company, N.A.), as rights agent (the “Rights Agent”). All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Rights Agreement.

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LEASE AGREEMENT
Commercial Lease Agreement • July 7th, 2005 • Bioveris Corp • Laboratory analytical instruments • Maryland

PREMISES: Approximately 112,318 rentable square feet of a certain portion of the building located at 16050 Industrial Drive Gaithersburg, MD

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