Exhibit 10.1 FOURTH AMENDMENT TO LEASE THIS FOURTH AMENDMENT TO LEASE made as of this 9th day of October 1998, (hereinafter referred to as this "Amendment"), between ALFRED SANZARI ENTERPRISES, L.P., having an office c/o Alfred Sanzari Enterprises,...Lease • January 31st, 2000 • Bio Reference Laboratories Inc • Services-medical laboratories • New Jersey
Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement dated as of the 1st day of November, 1997 between Bio-Reference Laboratories, Inc., a New Jersey corporation with its principal place of business at 481 Edward H. Ross Drive, Elmwood Park,...Employment Agreement • January 31st, 2000 • Bio Reference Laboratories Inc • Services-medical laboratories • New York
ARTICLE II DUTIES (A) The Employee shall, during the continuation of her employment with the Company, and subject to the direction and control of the Company's Chief Executive Officer and Chief Operating Officer, perform such executive and marketing...Employment Agreement • January 31st, 2000 • Bio Reference Laboratories Inc • Services-medical laboratories • New Jersey
NON-COMPETITION AND CONFIDENTIALITY AGREEMENT NON-COMPETITION AND CONFIDENTIALITY AGREEMENT (Non-Compete Agreement") made the 30th day of September 1997 by and among Bio- Reference Laboratories, Inc., a New Jersey corporation ("BRLI")**, Marc D....Non-Competition and Confidentiality Agreement • October 14th, 1997 • Bio Reference Laboratories Inc • Services-medical laboratories • New York
EMPLOYMENT AGREEMENTEmployment Agreement • January 17th, 2006 • Bio Reference Laboratories Inc • Services-medical laboratories • New Jersey
This Employment Agreement dated as of the 1st day of November, 2005, between Bio-Reference Laboratories, Inc, a New Jersey corporation with its principal place of business at 481 Edward H. Ross Drive, Elmwood Park, New Jersey 07407 (the “Company”) and Charles T. Todd, Jr., residing at 1 Whitenack Road, Califon, New Jersey 07830 (the “Employee”).
AGREEMENT AND BILL OF SALE Agreement and Bill of Sale dated September 30, 1997 by and between Bio-Reference Laboratories, Inc., a New Jersey corporation ("BRLI") and IMPATH Inc., a Delaware corporation (the "Purchaser"). W I T N E S S E T H: WHEREAS,...Agreement and Bill of Sale • October 14th, 1997 • Bio Reference Laboratories Inc • Services-medical laboratories • New York
STRATEGIC MARKETING ALLIANCE AGREEMENTStrategic Marketing Alliance Agreement • January 29th, 2002 • Bio Reference Laboratories Inc • Services-medical laboratories
THIS STRATEGIC MARKETING ALLIANCE AGREEMENT (the “Agreement”) is entered into as of of December 31, 2001, by and between ROCHE DIAGNOSTICS CORPORATION, an Indiana corporation (“RDC”) BIO-REFERENCE LABORATORIES, INC., a New Jersey corporation (“BRLI”), and CareEvolve.com, Inc, a New Jersey Corporation (“CareEvolve”). (RDC, BRLI and CareEvolve are sometimes referred to herein collectively as the “Parties” and each individually as a “Party.”)
Exhibit 10.9 ASSET SALE/PURCHASE AGREEMENT AGREEMENT made as of the 14th day of December 1999 by and between Right Body Foods Inc., a New York corporation with its principal place of business at 118 Jackson Avenue, Syosset, Long Island, New York 11791...Asset Sale/Purchase Agreement • January 31st, 2000 • Bio Reference Laboratories Inc • Services-medical laboratories • New Jersey
EMPLOYMENT AGREEMENTEmployment Agreement • June 15th, 2012 • Bio Reference Laboratories Inc • Services-medical laboratories • New Jersey
This Employment Agreement (this “Agreement”) dated as of February 1, 2012 (the “Effective Date”), between Bio-Reference Laboratories, Inc., a New Jersey corporation with its principal place of business at 481 Edward H. Ross Drive, Elmwood Park, New Jersey 07407 (the “Company”) and Howard Dubinett (the “Employee”).
THIRTEENTH AMENDED AND RESTATED SECURED REVOLVING NOTE (PNC Bank, National Association)Secured Revolving Note • June 9th, 2015 • Bio Reference Laboratories Inc • Services-medical laboratories
FOR VALUE RECEIVED, BIO-REFERENCE LABORATORIES, INC., a New Jersey corporation with an address at 481 Edward H. Ross Drive, Elmwood Park, New Jersey 07497 and its Subsidiary or Subsidiaries party hereto (collectively, jointly and severally the “Borrowers”), promise to pay on the earlier of demand made in accordance with the terms of the Loan Documents (as defined herein) or October 31, 2016, to the order of PNC BANK, NATIONAL ASSOCIATION (the “Lender”), in lawful money of the United States of America in immediately available funds at the Payment Office of PNC Bank, National Association as the Agent for the Lenders (the “Agent”) at its offices located at Two Tower Center Boulevard, East Brunswick, New Jersey 08816, or at such other location as Lender may designate from time to time, the principal sum of ONE HUNDRED TWENTY MILLION DOLLARS ($120,000,000.00) (the “Facility”) or such lesser amount as may be advanced to or for the benefit of Borrowers hereunder, together with interest accrui
AMENDMENT NO. 2Employment Agreement • January 14th, 2005 • Bio Reference Laboratories Inc • Services-medical laboratories
AMENDMENT NO. 2 dated as of January 7, 2004 to an EMPLOYMENT AGREEMENT entered into as of May 1, 1997 between Bio-Reference Laboratories, Inc., a New Jersey corporation (“the Company”) and Sam Singer (“Employee”) and previously amended as of November 1, 2002 by Amendment No. 1 (the Employment Agreement and Amendment No. 1 collectively referred to as the “Agreement”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG OPKO HEALTH, INC., BAMBOO ACQUISITION, INC. AND BIO-REFERENCE LABORATORIES, INC. Dated as of June 3, 2015Merger Agreement • June 4th, 2015 • Bio Reference Laboratories Inc • Services-medical laboratories • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 3, 2015, by and among OPKO HEALTH, INC., a Delaware corporation (“Parent”); BAMBOO ACQUISITION, INC., a New Jersey corporation (“Sub”); and BIO-REFERENCE LABORATORIES, INC., a New Jersey corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 7.1.
AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENTEmployment Agreement • January 14th, 2008 • Bio Reference Laboratories Inc • Services-medical laboratories
AMENDMENT NO. 3 dated as of December 18, 2007 to an EMPLOYMENT AGREEMENT entered into as of May 1, 1997 between Bio-Reference Laboratories, Inc., a New Jersey corporation (“the Company”) and Howard Dubinett, Executive Vice President (“Employee”), previously amended as of November 1, 2002 by Amendment No.1 and as of January 7, 2004 by Amendment No.2 (the Employment Agreement, Amendment No.1 and Amendment No.2 collectively referred to as the “ Agreement”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • January 27th, 2003 • Bio Reference Laboratories Inc • Services-medical laboratories
AMENDMENT NO. 1 dated as of November 1, 2002 to an EMPLOYMENT AGREEMENT (“the Agreement”) entered into as of May 1, 1997 between Bio-Reference Laboratories, Inc., a New Jersey corporation (“the Company”) and Sam Singer (“Employee”).
Thirteenth Amendment to Loan DocumentsLoan Agreement • March 10th, 2014 • Bio Reference Laboratories Inc • Services-medical laboratories • New Jersey
THIS THIRTEENTH AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is made as of February 3, 2014, and is by and among Bio-Reference Laboratories, Inc. (“BRLI”), and GeneDX, Inc. (formerly known as BRLI No. 2 Acquisition Corp.), which conducts business as GeneDx (referred to herein from time to time as “GeneDx” and a “Subsidiary Party”) (BRLI and the Subsidiary Party herein each a “Borrower” and, collectively, “Borrowers”), the financial institutions which are party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION in its capacity as the agent for the Lenders and, as of the date hereof, as the sole Lender (in each such capacity, the “Bank”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH BIO-REFERENCE LABORATORIES, INC. AND One or more Subsidiary Parties (BORROWERS) As of September 30, 2004Loan and Security Agreement • January 14th, 2005 • Bio Reference Laboratories Inc • Services-medical laboratories • New Jersey
This Amended and Restated Loan and Security Agreement (this “Agreement”) is dated as of September 30`, 2004 and is by and among BIO-REFERENCE LABORATORIES, INC. (“BRLI”), a New Jersey corporation, having its principal place of business at 481 Edward H. Ross Drive, Elmwood Park, New Jersey 07407 and its Subsidiaries which now or hereafter become a party hereto (the “Subsidiary Parties”) (BRLI and the Subsidiary Parties hereinafter each a “Borrower” and, collectively, “Borrowers”) the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 5th, 2011 • Bio Reference Laboratories Inc • Services-medical laboratories • New Jersey
This Employment Agreement supersedes and replaces the Employment Agreement dated as of the 1st day of November 2004 between the Company and the Employee.
BIO-REFERENCE LABORATORIES AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT WITH SAM SINGEREmployment Agreement • January 13th, 2012 • Bio Reference Laboratories Inc • Services-medical laboratories
AMENDMENT NO. 4 dated March 4, 2008, to an AGREEMENT OF EMPLOYMENT dated as of May 1, 1997 between Bio-Reference Laboratories, Inc., a New Jersey corporation (the “Company”) and Sam Singer, its Senior Vice President and Chief Financial Officer (the “Employee”); as amended on November 1, 2002 (Amendment No. 1); on January 7, 2004 (Amendment No. 2); and on December 18, 2007 (Amendment No. 3); (the original Agreement of Employment and the Three Amendments collectively referred to as the “Employment Agreement”);
BIO-REFERENCE LABORATORIES AMENDMENT NO. 7 TO EMPLOYMENT AGREEMENT WITH SAM SINGEREmployment Agreement • January 13th, 2012 • Bio Reference Laboratories Inc • Services-medical laboratories
AMENDMENT NO. 7 dated as of November 1, 2010 to an AGREEMENT OF EMPLOYMENT dated as of May 1, 1997 between Bio-Reference Laboratories, Inc., a New Jersey corporation (the “Company”) and Sam Singer, its Senior Vice President and Chief Financial Officer (the “Employee”); as amended on November 1, 2002 (Amendment No. 1); on January 7, 2004 (Amendment No. 2); on December 18, 2007 (Amendment No. 3); on March 4, 2008 (Amendment No. 4); on September 18, 2008 (Amendment No. 5); and in October, 2009 (Amendment No. 6); (the original Agreement of Employment and the Six Amendments collectively referred to as the “Employment Agreement”);
INCELLDX, INC. SERIES A-1 PREFERRED STOCK PURCHASE AGREEMENTSeries a-1 Preferred Stock Purchase Agreement • May 1st, 2012 • Bio Reference Laboratories Inc • Services-medical laboratories • California
THIS SERIES A-1 PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of April 27, 2012 by and among InCellDx, Inc., a Delaware corporation (the “Company”) and each of the investors, severally and not jointly, listed on the Schedule of Purchasers attached hereto as Exhibit A (each of which is herein referred to as a “Purchaser” and collectively as the “Purchasers”).
RESTITUTION AGREEMENTRestitution Agreement • January 26th, 2009 • Bio Reference Laboratories Inc • Services-medical laboratories • New Jersey
WHEREAS, Bio-Reference Laboratories, Inc. (hereinafter referred to as “BRLI” or the “Company”) entrusted its employee, John Littleton (hereinafter referred to as the “Employee”), with responsibility for day-to-day management of the sales force at BRLI; and
BIO-REFERENCE LABORATORIES AMENDMENT NO. 6 TO EMPLOYMENT AGREEMENT WITH SAM SINGEREmployment Agreement • January 13th, 2012 • Bio Reference Laboratories Inc • Services-medical laboratories
AMENDMENT NO. 6 dated as of October , 2009 to an AGREEMENT OF EMPLOYMENT dated as of May 1, 1997 between Bio-Reference Laboratories, Inc., a New Jersey corporation (the “Company”) and Sam Singer, its Senior Vice President and Chief Financial Officer (the “Employee”); as amended on November 1, 2002 (Amendment No. 1); on January 7, 2004 (Amendment No. 2); on December 18, 2007 (Amendment No. 3); on March 4, 2008 (Amendment No. 4); and on September 18, 2008 (Amendment No. 5); (the original Agreement of Employment and the Five Amendments collectively referred to as the “Employment Agreement”);
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 29th, 2002 • Bio Reference Laboratories Inc • Services-medical laboratories • New Jersey
Stock Purchase Agreement executed on May 14, 2001 between Castletop Investments, L.P. (d/b/a Castletop Capital), a Texas limited partnership with a principal place of business located at 5000 Plaza on the Lake, Suite 170, Austin, Texas 78746 (“Purchaser”) and Bio-Reference Laboratories, Inc., a New Jersey corporation with a principal place of business located at 481 Edward H. Ross Drive, Elmwood Park, New Jersey 07407 (“BRLI”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 4th, 2015 • Bio Reference Laboratories Inc • Services-medical laboratories • New Jersey
This Employment Agreement (this “Agreement”) dated as of June 3, 2015, between Bio-Reference Laboratories, Inc., a New Jersey corporation with its principal place of business at 481 Edward H. Ross Drive, Elmwood Park, New Jersey 07407 (the “Company”) and Nicholas Papazicos, (the “Employee”), effective immediately prior to the Effective Time (as defined in the Agreement and Plan of Merger (the “Merger Agreement”) by and among OPKO Health, Inc. (“Parent”), Bamboo Acquisition, Inc. and the Company, dated as of June 3, 2015 (the “Merger”)). Upon closing of the Merger, this Agreement will supersede and replace the Employment Agreement dated as of March 4, 2008.
ADDENDUM TO STRATEGIC MARKETING ALLIANCE AGREEMENTStrategic Marketing Alliance Agreement • January 14th, 2005 • Bio Reference Laboratories Inc • Services-medical laboratories
THIS ADDENDUM TO STRATEGIC MARKETING ALLIANCE AGREEMENT (the “Addendum”) is entered into this 27th day of December, 2004, by and among Roche Diagnostics Corporation, an Indiana corporation, whose primary place of business is located at 9115 Hague Road, Indianapolis, Indiana, 46250 (“RDC”), Bio-Reference Laboratories, Inc., a New Jersey corporation, whose primary place of business is located at 481B Edward Ross Drive, Elmwood Park, New Jersey, 07407 (“BRLI”) and CareEvolve.com, Inc., a New Jersey corporation, whose primary place of business is located at 481B Edward Ross Drive, Elmwood Park, New Jersey, 07407 (“CareEvolve”). (RDC, BRLI and CareEvolve are sometimes referred to herein collectively as the “Parties” and each individually as a “Party.”)
FIFTH AMENDMENT TO LEASELease • January 14th, 2005 • Bio Reference Laboratories Inc • Services-medical laboratories • New Jersey
THIS FIFTH AMENDMENT TO LEASE made as of this 16th day of July, 2004 (hereinafter referred to as this “Amendment”), between ALFRED SANZARI ENTERPRISES, L.P., having an office c/o Alfred Sanzari Enterprises, Court Plaza North, 25 Main Street, 6th Floor, Hackensack, New Jersey 07601 (hereinafter referred to as “Landlord”), and BIO-REFERENCE LABORATORIES, INC., a New Jersey corporation, having an office at 481 Edward H. Ross Drive, Elmwood Park, New Jersey 07407 (hereinafter referred to as “Tenant”).
SIXTH AMENDMENT TO LEASELease • January 14th, 2005 • Bio Reference Laboratories Inc • Services-medical laboratories
THIS SIXTH AMENDMENT TO LEASE made as of this 27th day of October, 2004 (hereinafter referred to as this “Amendment”), between ALFRED SANZARI ENTERPRISES, L.P., having an office c/o Alfred Sanzari Enterprises, Court Plaza North, 25 Main Street, 6th Floor, Hackensack, New Jersey 07601 (hereinafter referred to as “Landlord”), and BIO-REFERENCE LABORATORIES, INC., a New Jersey corporation, having an office at 481 Edward H. Ross Drive, Elmwood Park, New Jersey 07407 (hereinafter referred to as “Tenant”).
Eighth Amendment to Loan DocumentsEighth Amendment to Loan Documents • January 13th, 2012 • Bio Reference Laboratories Inc • Services-medical laboratories • New Jersey
THIS EIGHTH AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is made as of October 31, 2011, and is by and among Bio-Reference Laboratories, Inc. (“BRLI”), and BRLI No. 2 Acquisition Corp., which conducts business as GeneDx (referred to herein from time to time as “GeneDx” and a “Subsidiary Party”) (BRLI and the Subsidiary Party herein each a “Borrower” and, collectively, “Borrowers”), the financial institutions which are party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION in its capacity as the agent for the Lenders and, as of the date hereof, as the sole Lender (in each such capacity, the “Bank”).
Fourth Amendment to Loan DocumentsFourth Amendment to Loan Documents • January 12th, 2007 • Bio Reference Laboratories Inc • Services-medical laboratories
THIS FOURTH AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is made as of October 31, 2006, and is by and among Bio-Reference Laboratories, Inc. (“BRLI”), a Subsidiary of BRLI MediLabs, Inc. as the existing Subsidiary Party (“Existing Subsidiary Borrower” and, collectively with BRLI, the “Existing Borrowers”), and a new Subsidiary of BRLI, BRLI No. 2 Acquisition Corp., which is about to conduct business as Gene DX, Inc. (“BRLI-DX”), which is a new Subsidiary Party (Existing Subsidiary Borrower and BRLI-DX, collectively, the “Subsidiary Parties”) (BRLI and the Subsidiary Parties herein each a “Borrower” and, collectively, “Borrowers”) the financial institutions which are party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION in its capacity as the agent for the Lenders and as the sole Lender (in each such capacity, the “Bank”).
BIO-REFERENCE LABORATORIES, INC. AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT WITH MARC D. GRODMAN, M.D.Employment Agreement • March 22nd, 2012 • Bio Reference Laboratories Inc • Services-medical laboratories
AMENDMENT NO. 1 dated as of March 7, 2012 to an Employment Agreement (the “Employment Agreement”) dated effective December 31, 2010 between Bio-Reference Laboratories, Inc., a New Jersey corporation (the “Company”) and Marc D. Grodman, M.D., its Chief Executive Officer (the “Employee”).
Fifth Amendment to Loan DocumentsLoan Agreement • January 14th, 2008 • Bio Reference Laboratories Inc • Services-medical laboratories • New Jersey
THIS FIFTH AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is made as of October 31, 2007, and is by and among Bio-Reference Laboratories, Inc. (“BRLI”), and BRLI No. 2 Acquisition Corp., which conduct business as Gene DX, Inc. (“BRLI-DX” and a “Subsidiary Party”) (BRLI and the Subsidiary Party herein each a “Borrower” and, collectively, “Borrowers”), the financial institutions which are party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION in its capacity as the agent for the Lenders and as the sole Lender (in each such capacity, the “Bank”).
Fourteenth Amendment to Loan DocumentsLoan Agreement • June 9th, 2015 • Bio Reference Laboratories Inc • Services-medical laboratories • New Jersey
THIS FOURTEENTH AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is made as of May 5, 2015, and is by and among Bio-Reference Laboratories, Inc. (“BRLI”), and GeneDX, Inc. (formerly known as BRLI No. 2 Acquisition Corp.), which conducts business as GeneDx (referred to herein from time to time as “GeneDx” and a “Subsidiary Party”) (BRLI and the Subsidiary Party herein each a “Borrower” and, collectively, “Borrowers”), the financial institutions which are party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION in its capacity as the agent for the Lenders and, as of the date hereof, as the sole Lender (in each such capacity, the “Bank”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 9th, 2015 • Bio Reference Laboratories Inc • Services-medical laboratories • New Jersey
This Agreement will be effective as of, and contingent upon, the closing of the Agreement and Plan of Merger among Bio-Reference Laboratories, Inc., OPKO Health, Inc., and Bamboo Acquisition, Inc. dated as of June 3, 2015 (the “Merger Agreement”), whereby the Company will become an indirect wholly-owned subsidiary of OPKO (the “Merger”). In the event that the Merger is not consummated, this Agreement will be null and void ab initio and without any effect.
Seventh Amendment to Loan DocumentsLoan Agreement • January 13th, 2012 • Bio Reference Laboratories Inc • Services-medical laboratories • New Jersey
THIS SEVENTH AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is made as of Oct. 22, 2010, and is by and among Bio-Reference Laboratories, Inc. (“BRLI”), and BRLI No. 2 Acquisition Corp., which conducts business as GENEDX, Inc. (referred to herein from time to time as a “Subsidiary Party”) (BRLI and the Subsidiary Party herein each a “Borrower” and, collectively, “Borrowers”), the financial institutions which are party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION in its capacity as the agent for the Lenders and as the sole Lender (in each such capacity, the “Bank”).
FIFTEENTH AMENDMENT TO LOAN DOCUMENTSLoan Agreement • August 20th, 2015 • Bio Reference Laboratories Inc • Services-medical laboratories • New Jersey
THIS FIFTEENTH AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is made as of August 18, 2015, and is by and among Bio-Reference Laboratories, Inc. (“BRLI”), and GeneDX, Inc. (formerly known as BRLI No. 2 Acquisition Corp.), which conducts business as GeneDx (referred to herein from time to time as “GeneDx” and a “Subsidiary Party”) (BRLI and the Subsidiary Party herein each a “Borrower” and, collectively, “Borrowers”), the financial institutions which are party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION in its capacity as the agent for the Lenders and, as of the date hereof, as the sole Lender (in each such capacity, the “Bank”).
