Applera Corp Sample Contracts

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as Rights Agent Rights Agreement Dated as of , 1999
Rights Agreement • March 10th, 1999 • Pe Corp • Laboratory analytical instruments • Delaware
EXHIBIT 1 HYSEQ, INC.
Stock Purchase Agreement • August 22nd, 1997 • Perkin Elmer Corp • Laboratory analytical instruments • California
December 30, 1996
Stockholder Agreement • January 9th, 1997 • Perkin Elmer Corp • Laboratory analytical instruments

In consideration of the benefit to the stockholders of Strategic Diagnostics Inc. ("Company") of the merger of the Company with and into EnSys Environmental Products, Inc. ("EnSys"), pursuant to the Agreement and Plan of Merger between the Company and EnSys dated as of October 11, 1996, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of EnSys, he or she will not sell, contract to sell, or otherwise dispose of for value, any of the EnSys Preferred Stock, Common Stock or any security exchangeable or exercisable for or convertible into EnSys Common Stock, beneficially owned by the undersigned until the date which is six (6) months from the date hereof; provided that the undersigned may pledge or cause to be pledged any or all of such shares or other securities in bona fide loan transactions with established financial lending institutions.

HYSEQ, INC. LOCK-UP AGREEMENT
Lock-Up Agreement • August 22nd, 1997 • Perkin Elmer Corp • Laboratory analytical instruments

The undersigned understands that you, as representatives (the "Representatives") of the several underwriters (the "Underwriters"), propose to enter into an Underwriting Agreement with Hyseq, Inc. (the "Company") providing for the public offering (the "Public Offering") by the several Underwriters, including yourselves, of common stock of the Company (the "Common Stock").

Among THE PERKIN-ELMER CORPORATION as Borrower
Credit Agreement • September 28th, 2000 • Pe Corp • Laboratory analytical instruments • New York
HYSEQ, INC.
Registration Rights Agreement • August 22nd, 1997 • Perkin Elmer Corp • Laboratory analytical instruments • California
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER Dated as of June 12, 2001
Merger Agreement • June 29th, 2001 • Applera Corp • Laboratory analytical instruments • Delaware
DRAFT OF 2/26/00 _________________ SHARES PE CORPORATION CELERA GENOMICS GROUP COMMON STOCK, $.01 PAR VALUE UNDERWRITING AGREEMENT
Underwriting Agreement • February 28th, 2000 • Pe Corp • Laboratory analytical instruments • New York
Exhibit 10.1 AMENDED AND RESTATED SECURED PROMISSORY NOTE AND AGREEMENT ("Note and Agreement")
Secured Promissory Note • November 14th, 2001 • Applera Corp • Laboratory analytical instruments • New York
AMENDMENT
Employment Agreement • September 26th, 2001 • Applera Corp • Laboratory analytical instruments
MARKETING AND
Marketing and Distribution Agreement • May 14th, 2003 • Applera Corp • Laboratory analytical instruments

MARKETING AND DISTRIBUTION AGREEMENT (this "Agreement"), dated as of February 27, 2003, and effective as of the 1st day of April, 2002 ("Effective Date"), by and among Applera Corporation ("Applera"), the Applied Biosystems Group of Applera ("AB"), and the Celera Genomics Group of Applera ("Celera").

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PURCHASE AGREEMENT
Purchase Agreement • June 14th, 1999 • Pe Corp • Laboratory analytical instruments • New York
RECITALS:
Lease • January 29th, 1999 • Pe Corp • Laboratory analytical instruments
AGREEMENT AND PLAN OF MERGER among INVITROGEN CORPORATION, ATOM ACQUISITION, LLC and APPLERA CORPORATION Dated as of June 11, 2008
Merger Agreement • June 23rd, 2008 • Applera Corp • Laboratory analytical instruments • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of June 11, 2008 (the “Agreement”), among Invitrogen Corporation, a Delaware corporation (“Parent”), Atom Acquisition, LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Parent (“Merger Sub”), and Applera Corporation, a Delaware corporation (the “Company”).

APPLERA CORPORATION/APPLIED BIOSYSTEMS GROUP AMENDED AND RESTATED 1999 STOCK INCENTIVE PLAN
Non-Qualified Stock Option Agreement • May 8th, 2007 • Applera Corp • Laboratory analytical instruments • Delaware

NON-QUALIFIED STOCK OPTION AGREEMENT dated as of [Grant Date] by and between Applera Corporation, a Delaware corporation (the “Company”), and [Name], an employee of the Company or one of its subsidiaries (“you”).

December 30, 1996
Merger Agreement • January 9th, 1997 • Perkin Elmer Corp • Laboratory analytical instruments • Delaware
EMPLOYMENT AGREEMENT
Employment Agreement • November 7th, 2007 • Applera Corp • Laboratory analytical instruments • Connecticut

AGREEMENT entered into as of September 1, 2007, between APPLERA CORPORATION, a Delaware corporation having its principal place of business at Norwalk, Connecticut (the “Company”) and Mark P. Stevenson (the “Employee”).

JOINT FILING AGREEMENT
Joint Filing Agreement • February 13th, 2003 • Applera Corp • Laboratory analytical instruments

The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, and any amendments or supplements thereto, jointly on behalf of each party.

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • October 15th, 2008 • Applied Biosystems Inc. • Laboratory analytical instruments • Delaware

THIS AMENDMENT NO. 2 (this “Amendment”) to the Agreement and Plan of Merger, dated as of June 11, 2008, as amended on September 9, 2008 (the “Merger Agreement”), by and among Invitrogen Corporation, a Delaware corporation (“Parent”), Atom Acquisition, LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Parent (“Acquisition Sub”), and Applied Biosystems Inc. (formerly known as Applera Corporation), a Delaware corporation (the “Company”), is made and entered into as of the 15th day of October, 2008 by Parent, Acquisition Sub, the Company and Atom Acquisition Corporation, a Delaware corporation and a direct wholly-owned Subsidiary of Acquisition Sub that will become a party to the Merger Agreement by virtue of this Amendment (“Merger Sub”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Merger Agreement, as modified by this Amendment.

AGREEMENT AND PLAN OF MERGER Dated as of August 23, 1997,
Merger Agreement • August 26th, 1997 • Perkin Elmer Corp • Laboratory analytical instruments • Delaware
APPLERA CORPORATION/APPLIED BIOSYSTEMS GROUP AMENDED AND RESTATED 1999 STOCK INCENTIVE PLAN FORM OF PERFORMANCE SHARE AWARD AGREEMENT
Performance Share Award Agreement • November 6th, 2006 • Applera Corp • Laboratory analytical instruments • Delaware

PERFORMANCE SHARE AWARD AGREEMENT dated as of [Grant Date], by and between Applera Corporation, a Delaware corporation (the “Company”), and [Name], a regular salaried employee of the Company or one of its subsidiaries (“you”).

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