i) Kay is eligible to receive a cash performance bonus, to be paid each year at the same time bonuses are generally paid to other senior executives of the Company for the relevant fiscal year (but not later than April 30) of up to 35% of Kay's Base...Employment Agreement • March 29th, 2002 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • California
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF OCTOBER 30, 2000Merger Agreement • December 22nd, 2000 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • California
AGREEMENTStock Option Agreement • March 29th, 2002 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • California
ARTICLE IPurchase and Sale Agreement • January 4th, 2000 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • California
RECITALSSettlement Agreement • June 27th, 1997 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • Delaware
AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 12th, 2021 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • New York
This AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 7, 2021 (this “Amendment”), is entered into by and among QUIDEL CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors (as identified on the signature pages hereto, and together with the Borrower, the “Loan Parties”), the Lenders party hereto, and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”).
4,000,000 Shares QUIDEL CORPORATION Common Stock ($0.001 par value per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • January 10th, 2011 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • New York
Introductory. Quidel Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to J.P. Morgan Securities LLC (“J.P. Morgan” or the “Underwriter”) an aggregate of 4,000,000 shares of its common stock, par value $0.001 per share (the “Shares”). The 4,000,000 Shares to be sold by the Company are collectively called the “Firm Shares.” The Firm Shares include 1,000,000 shares of common stock, par value $0.001 per share, of the Company (the “Other Firm Shares”) to be purchased by the persons or entities previously agreed upon between the Company and the Underwriter (the “Other Firm Share Purchasers”). In addition, the Company has granted to the Underwriter an option to purchase up to an additional 600,000 Shares solely to cover over-allotments, if any, in connection with the sale and distribution of the Firm Shares. The additional 600,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and t
AGREEMENTStock Option Agreement • August 13th, 1998 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • California
AGREEMENTStock Option Agreement • March 29th, 2002 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • California
1 Exhibit 10.20 ROSENSTEIN LICENSE AGREEMENT - HUMAN MARKET This License Agreement (the "Agreement") is entered into and made effective this 1st day of April, 1997, (the "EFFECTIVE DATE") between Becton, Dickinson and Company, a New Jersey...License Agreement • June 27th, 1997 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • Delaware
1 EXHIBIT 10.29 CONFIDENTIAL DISCUSSION EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "AGREEMENT") is made and entered into as of September 1, 1998 (the "EFFECTIVE DATE"), by and between QUIDEL CORPORATION, a Delaware corporation (the...Employment Agreement • February 16th, 1999 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • California
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • July 26th, 1999 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • California
ANDRights Agreement • January 13th, 1997 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances
QUIDEL CORPORATION AND AMERICAN STOCK TRANSFER & TRUST COMPANY AS RIGHTS AGENT AMENDED AND RESTATED RIGHTS AGREEMENT DATED DECEMBER 29, 2006Rights Agreement • January 5th, 2007 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • Delaware
which the Board of Directors of the Company determines to be fair to and otherwise in the best interests of the Company and its stockholders), then each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the Purchase Price of the Right, as adjusted. Rights are exercisable following the occurrence of the foregoing only after such time as the Rights are no longer redeemable by the Company, as set forth below. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (including its associates and affiliates and certain others acting in conjunction with the Acquiring Person) will be null and void.
RECITALSSecurity Agreement • July 26th, 1999 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • California
EXHIBIT 10.28 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "AGREEMENT") is made and entered into as of December 14, 1998 (the "EFFECTIVE DATE"), by and between QUIDEL CORPORATION, a Delaware corporation (the "COMPANY"), and CHARLES J. CASHION,...Employment Agreement • February 16th, 1999 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • California
RECITALSSubsidiary Guaranty • July 26th, 1999 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • California
Exhibit 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this "Agreement") is made as of this 4th day of February, 2000, by and between Quidel Corporation, a Delaware corporation (the "Company") and [name of director and/or officer]...Indemnification Agreement • August 14th, 2000 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • Delaware
Exhibit 10.5 ASSET SALE AGREEMENT RAPIGNOST -Registered Trademark- URINE TEST STRIP BUSINESS This Asset Sale Agreement (this "Agreement") is made and entered into as of November 26, 1999 ("Effective Date") by and between: Quidel Deutschland GmbH, a...Asset Sale Agreement • December 15th, 1999 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances
AMENDMENT #1 TOEmployment Agreement • March 29th, 2002 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances
BACKGROUNDEmployment Agreement • November 16th, 1998 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • California
QUIDEL CORPORATION (a Delaware corporation) Convertible Senior Notes due 2020 UNDERWRITING AGREEMENT Dated: December 2, 2014Underwriting Agreement • December 8th, 2014 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • New York
QUIDEL CORPORATION, a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), J.P. Morgan Securities LLC (“J.P. Morgan”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and J.P. Morgan are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $150,000,000 aggregate principal amount of the Company’s Convertible Senior Notes due 2020 (the “Initial Securities”) and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option to purchase all or any part of an additional $22,500,000 aggregate principal amo
AGREEMENT RE: CHANGE IN CONTROLChange in Control Agreement • October 30th, 2020 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • California
This AGREEMENT RE: CHANGE IN CONTROL (this “Agreement”) is dated as of October 22, 2020 and is entered into by and between Tammi Ranalli (“Officer”) and Quidel Corporation, a Delaware corporation (the “Company”).
RECITALSCash Collateral Agreement • July 26th, 1999 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • California
CREDIT AGREEMENT Dated as of October 8, 2008 among QUIDEL CORPORATION as Borrower,Credit Agreement • October 10th, 2008 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • California
Exchange AgreementExchange Agreement • June 5th, 2019 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • New York
This Exchange Agreement and the Terms and Conditions for Exchange of Securities, dated June 4, 2019, attached hereto as Exhibit A (the “Terms and Conditions” and, together with this Exchange Agreement, this “Agreement”) is made as of the date hereof between the Company and the Investor.
AMENDED AND RESTATED PURCHASE AGREEMENT by and among ALERE INC., QUIDEL CARDIOVASCULAR, INC., for purposes of Section 11.15, QUIDEL CORPORATION and for the limited purposes herein set forth, ABBOTT LABORATORIES Dated as of September 15, 2017Purchase Agreement • September 18th, 2017 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • New York
THIS AMENDED AND RESTATED PURCHASE AGREEMENT is dated as of September 15, 2017, by and among Alere Inc., a Delaware corporation (“Seller”), Quidel Cardiovascular Inc. (f/k/a QTB Acquisition Corp.), a Delaware corporation (“Purchaser”), for purposes of Section 11.15, Quidel Corporation, a Delaware corporation (“Purchaser Parent”) and, for the limited purposes herein set forth, Abbott Laboratories, an Illinois corporation (“Abbott”). Seller and Purchaser are referred to herein collectively as the “Parties” and individually as a “Party”.
AGREEMENT RE: CHANGE IN CONTROLChange in Control Agreement • August 9th, 2004 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • California
This AGREEMENT RE: CHANGE IN CONTROL (this "Agreement") is dated as of July 19, 2004 and is entered into by and between Michael J. Beck ("Executive") and Quidel Corporation, a Delaware corporation (the "Company").
CREDIT AGREEMENT Dated as of January 31, 2005 among QUIDEL CORPORATION as Borrower, BANK OF AMERICA, N.A., as Agent and L/C Issuer, and The Other Lenders Party from time to time heretoCredit Agreement • October 1st, 2007 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • California
THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of January 31, 2005 among QUIDEL CORPORATION, a Delaware corporation (“Borrower”), each lender from time to time party hereto (collectively, “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Agent and L/C Issuer.
SECURITY AGREEMENTSecurity Agreement • March 14th, 2005 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • California
This SECURITY AGREEMENT (this “Agreement”) is dated as of January 31, 2005 and entered into by and among QUIDEL CORPORATION, a Delaware corporation (“Borrower”), each of THE UNDERSIGNED DIRECT AND INDIRECT SUBSIDIARIES of Borrower (each of such undersigned Subsidiaries being a “Subsidiary Grantor” and collectively “Subsidiary Grantors”) and each ADDITIONAL GRANTOR that may become a party hereto after the date hereof in accordance with Section 21 hereof (each of Borrower, each Subsidiary Grantor, and each Additional Grantor being a “Grantor” and collectively the “Grantors”) and BANK OF AMERICA, N.A., as Agent for and representative of (in such capacity herein called “Secured Party”) the Beneficiaries (as hereinafter defined).
Amendment of Agreement Re: Change in ControlAgreement Re: Change in Control • January 3rd, 2008 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances
This Amendment (the “Amendment”) is entered into as of December 31, 2007, by and between Michael J. Beck, an individual (“Executive”), and Quidel Corporation, a Delaware corporation (“Quidel”) in connection with that certain Agreement Re: Change in Control (the “CIC Agreement”), dated as of July 19, 2004, by and between Executive and Quidel. Terms which are not otherwise defined in this Amendment shall have the same meanings accorded to them in the CIC Agreement.
1 Exhibit 10.23 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "AGREEMENT") is made and entered into as of June 9, 1998 (the "EFFECTIVE DATE"), by and between QUIDEL CORPORATION, a Delaware corporation (the "COMPANY"), and ANDRE de BRUIN, an...Employment Agreement • August 13th, 1998 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • California
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 23rd, 2005 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • Delaware
This Indemnification Agreement (this “Agreement”) is made as of this day of , 20 , by and between Quidel Corporation, a Delaware corporation (the “Company”) and (“Indemnitee”).
QUIDEL CORPORATION as Issuer AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee First Supplemental Indenture Dated as of December 8, 2014 to Indenture Dated as of December 1, 2014 3.25% Convertible Senior Notes due 2020First Supplemental Indenture • December 8th, 2014 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of December 8, 2014, between Quidel Corporation, a corporation duly organized and existing under the laws of the State of Delaware, as issuer (the “Company”), having its principal office at 12544 High Bluff Drive, Suite 200, San Diego, California 92130, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) to the Indenture dated as of December 1, 2014, between the Company and the Trustee (the “Original Indenture”; the Original Indenture as amended and supplemented hereby and as it may be further amended and supplemented in accordance herewith and therewith, with respect to the Notes, the “Indenture”).
AMENDED AND RESTATED TRIAGE PURCHASE AGREEMENTTriage Purchase Agreement • September 18th, 2017 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • New York
THIS AMENDED AND RESTATED TRIAGE PURCHASE AGREEMENT is dated as of September 15, 2017, by and among Alere Inc., a Delaware corporation (“Seller”), Quidel Cardiovascular Inc. (f/k/a QTB Acquisition Corp.), a Delaware corporation (“Purchaser”), for purposes of Sections 6.13 and 12.15, Quidel Corporation, a Delaware corporation (“Purchaser Parent”) and, for the limited purposes herein set forth, Abbott Laboratories, an Illinois corporation (“Abbott”). Seller and Purchaser are referred to herein collectively as the “Parties” and individually as a “Party”.
