EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • November 12th, 2002 • Dianon Systems Inc • Services-medical laboratories • Delaware
EXHIBIT 10.1 ASSET PURCHASE AGREEMENT ------------------------ ASSET PURCHASE AGREEMENT, dated as of April 7, 1999 (the "Agreement"), by and among DIANON SYSTEMS, INC., a Delaware corporation ("Buyer"), KYTO MERIDIEN DIAGNOSTICS, L.L.C., a New York...Asset Purchase Agreement • May 5th, 1999 • Dianon Systems Inc • Services-medical laboratories • New York
EXECUTIVE EMPLOYMENT AGREEMENT ------------------------------ AGREEMENT, dated as of 9/1/96, by and between DIANON Systems, Inc., a Delaware corporation having offices at 200 Watson Boulevard, Stratford, Connecticut 06497 (the "Company"), and James B....Executive Employment Agreement • November 15th, 1996 • Dianon Systems Inc • Services-medical laboratories • New York
Exhibit 10.26 SEPARATION AGREEMENT WHEREAS, DANIEL J. CRONIN III and DIANON SYSTEMS, INC. ("Company") wish to end the employment relationship between them and wish to resolve any and all claims, disputes or causes of action that do or may exist...Separation Agreement • March 31st, 1997 • Dianon Systems Inc • Services-medical laboratories • Connecticut
Exhibit 10.40 ------------- SECURITY AGREEMENT dated April 30, 1997 made by Richard A. Sandberg (the "Pledgor") in favor of DIANON Systems, Inc. (the "Secured Party" or the "Company"). W I T N E S S E T H: WHEREAS the Pledgor is the obligor under a...Security Agreement • August 14th, 1997 • Dianon Systems Inc • Services-medical laboratories • Connecticut
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of May 1, 1999 (this "Agreement"), is by and between DIANON SYSTEMS, INC., a Delaware corporation (the "Company"), and KYTO MERIDIEN DIAGNOSTICS, L.L.C., a New...Registration Rights Agreement • May 5th, 1999 • Dianon Systems Inc • Services-medical laboratories • New York
EXHIBIT B AMENDMENT NO. 2 TO RIGHTS AGREEMENT THIS AMENDMENT NO. 2 TO RIGHTS AGREEMENT, dated as of November 10, 2002 (the "Amendment"), to the Rights Agreement dated as of April 29, 1994, as amended as of October 4, 1995, is between DIANON Systems,...Rights Agreement • November 12th, 2002 • Dianon Systems Inc • Services-medical laboratories
Exhibit A CHANGE-OF-CONTROL AGREEMENT AGREEMENT by and between DIANON SYSTEMS, INC., a Delaware Corporation (the "Company"), and KEVIN C. JOHNSON (the "Executive"), dated as of the 24th day of April 2000. The Board of Directors of the Company (the...Change-of-Control Agreement • November 14th, 2000 • Dianon Systems Inc • Services-medical laboratories • New York
EXHIBIT 10.3 CONSULTING AGREEMENT THIS IS A CONSULTING AGREEMENT ("Agreement") made and entered into as of the 1st day of May, 1999, by and between DIANON Systems, Inc., a Delaware corporation ("DIANON"), and A. Bruce Shapiro ("Shapiro"). RECITALS:...Consulting Agreement • May 5th, 1999 • Dianon Systems Inc • Services-medical laboratories • New York
Exhibit 10.25 EMPLOYMENT AGREEMENT This AGREEMENT made effective November 18, 1996 between DIANON SYSTEMS, INC., a Connecticut corporation, and any successor thereto, hereinafter referred to as the "Company," and STEVEN CLAYTON, residing in...Employment Agreement • March 31st, 1997 • Dianon Systems Inc • Services-medical laboratories • Connecticut
AMENDMENT AGREEMENTAmendment Agreement • March 30th, 2000 • Dianon Systems Inc • Services-medical laboratories
EMPLOYMENT AGREEMENT This AGREEMENT made effective September 1, 1996 between Dianon Systems, Inc., a Connecticut corporation, and any successor thereto, hereinafter referred to as the "Company," and James B. Amberson, M.D., residing in Weston,...Employment Agreement • November 15th, 1996 • Dianon Systems Inc • Services-medical laboratories • Connecticut
Exhibit 10.37 AMENDMENT TO WARRANT CERTIFICATE NO. W-1 AMENDMENT, dated as of October 2, 1996 (the "Amendment"), to Warrant Certificate No. W-1 dated as of October 5, 1995 (the "Warrant Certificate"), between DIANON Systems, Inc., a Delaware...Warrant Amendment • March 31st, 1997 • Dianon Systems Inc • Services-medical laboratories
AMONGMerger Agreement • June 28th, 2001 • Dianon Systems Inc • Services-medical laboratories • Delaware
Exhibit 10.29 STOCK AND WARRANT PURCHASE AGREEMENT, dated as of October 4, 1995 (the "Agreement"), among the Gilbert Family Trust (the "Trust"), the G.S. Beckwith Gilbert I.R.A. Contributory Account (the "IRA"), G.S. Beckwith Gilbert ("Mr. Gilbert"...Stock and Warrant Purchase Agreement • March 31st, 1997 • Dianon Systems Inc • Services-medical laboratories • Delaware
Exhibit 10.30 REGISTRATION RIGHTS AGREEMENT, dated as of October 4, 1995 (this "Agreement"), among DIANON Systems, Inc. a Delaware Corporation (the "Company'), and the Gilbert Family Trust, the G.S. Beckwith Gilbert I.R.A. Contributory Account and...Registration Rights Agreement • March 31st, 1997 • Dianon Systems Inc • Services-medical laboratories • Delaware
EXHIBIT 10.6 EMPLOYMENT AGREEMENT THIS IS AN EMPLOYMENT AGREEMENT ("Agreement") made and entered into as of the 1st day of May, 1999, by and between DIANON Systems, Inc., a Delaware corporation ("DIANON"), and Dana Shapiro ("Employee"). RECITALS:...Employment Agreement • May 5th, 1999 • Dianon Systems Inc • Services-medical laboratories • New York
EXHIBIT 10.5 EMPLOYMENT AGREEMENT THIS IS AN EMPLOYMENT AGREEMENT ("Agreement") made and entered into as of the 1st day of May, 1999, by and between DIANON Systems, Inc., a Delaware corporation ("DIANON"), and Beth Phillips ("Phillips"). RECITALS:...Employment Agreement • May 5th, 1999 • Dianon Systems Inc • Services-medical laboratories • New York
EXHIBIT 10.4 EMPLOYMENT AGREEMENT THIS IS AN EMPLOYMENT AGREEMENT ("Agreement") made and entered into as of the 1st day of May, 1999, by and between DIANON Systems, Inc., a Delaware corporation ("DIANON"), and Ralph M. Richart, M.D. ("Richart")....Employment Agreement • May 5th, 1999 • Dianon Systems Inc • Services-medical laboratories • New York
Exhibit 10.35 THIS AGREEMENT, effective this 3rd day of December, 1996, by and between DIANON SYSTEMS, INC. (the "COMPANY") and KEVIN JOHNSON (the "EXECUTIVE"). WITNESSETH THAT: WHEREAS, the EXECUTIVE is employed by the COMPANY as President and is an...Loan Agreement • March 31st, 1997 • Dianon Systems Inc • Services-medical laboratories • Connecticut
AGREEMENTEmployment Agreement • November 14th, 1997 • Dianon Systems Inc • Services-medical laboratories • Connecticut
WITNESSETH:Employment Agreement • March 14th, 2001 • Dianon Systems Inc • Services-medical laboratories • Connecticut
Exhibit 10.38 AGREEMENTEmployment Agreement • March 31st, 1997 • Dianon Systems Inc • Services-medical laboratories • Connecticut
Exhibit 10.39 ------------- AMENDMENT TO AGREEMENT Amendment dated as of April 30, 1997 to the Agreement made effective February 27, 1997 (the "Employment Agreement") between DIANON Systems, Inc., a Connecticut Corporation (the "Company"), and Richard...Employment Agreement • August 14th, 1997 • Dianon Systems Inc • Services-medical laboratories
Exhibit 10.45 SEPARATION AGREEMENT WHEREAS, VERNON L. WELLS and DIANON SYSTEMS, INC. ("COMPANY") wish to end the employment relationship between them and wish to resolve any and all claims, disputes or causes of action that do or may exist between...Separation Agreement • March 31st, 1998 • Dianon Systems Inc • Services-medical laboratories • Connecticut
Exhibit 10.43 SEPARATION AGREEMENT WHEREAS, ROBERT C. VERFURTH and DIANON SYSTEMS, INC. ("COMPANY") wish to end the employment relationship between them and wish to resolve any and all claims, disputes or causes of action that do or may exist between...Separation Agreement • November 14th, 1997 • Dianon Systems Inc • Services-medical laboratories • Connecticut
Exhibit 10.44 DIANON SYSTEMS, INC. CONSULTING AND PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT CONSULTING AND PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT ("Agreement") made as of the date indicated herein below, by DIANON Systems, Inc.,...Consulting Agreement • March 31st, 1998 • Dianon Systems Inc • Services-medical laboratories • Connecticut
EMPLOYMENT AGREEMENT This AGREEMENT made effective August 1, 2001 between DIANON Systems, Inc. (a Delaware corporation) and any successor thereto (hereinafter referred to as the "COMPANY"; and ________________________ residing...Employment Agreement • March 28th, 2002 • Dianon Systems Inc • Services-medical laboratories • Connecticut
