1 EXHIBIT 10.41 PHARMCHEM LABORATORIES, INC. COMERICA BANK - CALIFORNIA AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into as of May 15, 2000 by and between COMERICA BANK-CALIFORNIA...Loan and Security Agreement • August 10th, 2000 • Pharmchem Laboratories Inc • Services-medical laboratories • California
RECITALSLease Agreement • August 6th, 1999 • Pharmchem Laboratories Inc • Services-medical laboratories
andRights Agreement • December 6th, 1999 • Pharmchem Laboratories Inc • Services-medical laboratories • New York
WARRANTWarrant Agreement • August 11th, 2003 • Pharmchem Inc • Services-medical laboratories • Delaware
1. 2 (c) "Controlled Disbursements" means daily disbursements made in connection with Borrower's Controlled Disbursement Agreement.Loan and Security Agreement • March 24th, 1997 • Pharmchem Laboratories Inc • Services-medical laboratories
1 EXHIBIT 10.36 PHARMCHEM LABORATORIES, INC. 1997 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT (Nonstatutory Stock Option) By this Agreement, PharmChem Laboratories, Inc., a California corporation (the "Company") grants to [_____________], [AN...Stock Option Agreement • November 14th, 1997 • Pharmchem Laboratories Inc • Services-medical laboratories • California
EXECUTION --------- SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT BORROWER: PHARMCHEM, INC. ADDRESS: 4600 N. BEACH STREET HALTOM CITY, TEXAS 76137 DATE: June 26, 2003 THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between SILICON...Loan and Security Agreement • August 11th, 2003 • Pharmchem Inc • Services-medical laboratories • California
RECITALSLoan Modification Agreement • November 10th, 1998 • Pharmchem Laboratories Inc • Services-medical laboratories
RECITALSLoan and Security Agreement • March 24th, 1997 • Pharmchem Laboratories Inc • Services-medical laboratories
1 EXHIBIT 10.44 STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE-MODIFIED NET AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION 1. BASIC PROVISIONS ("BASIC PROVISIONS"). 1.1 PARTIES: This Lease ("LEASE"), dated for reference purposes only, February 16,...Lease Agreement • August 14th, 2001 • Pharmchem Inc • Services-medical laboratories
OFMerger Agreement • August 10th, 2000 • Pharmchem Laboratories Inc • Services-medical laboratories
WARRANTWarrant Agreement • September 27th, 2001 • Pharmchem Inc • Services-medical laboratories • Delaware
RECITALSIntellectual Property Security Agreement • August 11th, 2003 • Pharmchem Inc • Services-medical laboratories • California
RECITALSLoan and Security Agreement • August 14th, 2002 • Pharmchem Inc • Services-medical laboratories • California
EXHIBIT 10.51 AMENDMENT TO LOAN AND SECURITY AGREEMENT This Amendment to Loan and Security Agreement (this "Agreement") is entered into as of May 20, 2002, by and between COMERICA BANK-CALIFORNIA ("Bank") and PHARMCHEM, INC. (the "Borrower"), with...Loan and Security Agreement • August 14th, 2002 • Pharmchem Inc • Services-medical laboratories • California
EXHIBIT 2.1 (1) PHARMCHEM, INC. (2) NEWINCCO 140 LIMITED AGREEMENT FOR THE SALE AND PURCHASE OF THE ENTIRE ISSUED SHARE CAPITAL OF MEDSCREEN LIMITEDAgreement for the Sale and Purchase of Shares • April 9th, 2002 • Pharmchem Inc • Services-medical laboratories • England and Wales
LESSOR: MASTER EQUIPMENT JULES AND ASSOCIATES, INC. LEASE AGREEMENT 515 SOUTH FIGUEROA STREET SUITE 1950 LOS ANGELES, CA 90071 MASTER LEASE AGREEMENT NO. A09112000 Lease Agreement made this 15th day of December, 2000 between JULES AND ASSOCIATES, INC....Master Equipment Lease Agreement • May 14th, 2001 • Pharmchem Inc • Services-medical laboratories • California
RECITALSLoan and Security Agreement • August 14th, 2001 • Pharmchem Inc • Services-medical laboratories
RECITALSLoan and Security Agreement • August 14th, 2001 • Pharmchem Inc • Services-medical laboratories
Exhibit 10.33 OLYMPUS [LOGO] OLYMPUS COMMERCIAL CREDIT Division of Olympus Corporation SCHEDULE "A" TO MASTER EQUIPMENT LEASE ($1.00 PURCHASE OPTION) This Schedule A No. 1 (Schedule "A") is attached to and made a part of Master Equipment Lease No....Master Equipment Lease • March 24th, 1997 • Pharmchem Laboratories Inc • Services-medical laboratories • New York
LESSOR: MASTER EQUIPMENT JULES AND ASSOCIATES, INC. LEASE AGREEMENT 515 SOUTH FIGUEROA STREET SUITE 1950 LOS ANGELES, CA 90071 MASTER LEASE AGREEMENT NO. A10161999 Lease Agreement made this 23rd day of November, 1999 between JULES AND ASSOCIATES, INC....Master Equipment Lease Agreement • March 16th, 2000 • Pharmchem Laboratories Inc • Services-medical laboratories • California
RECITALSLoan & Security Agreement • November 13th, 2000 • Pharmchem Laboratories Inc • Services-medical laboratories
1 EXHIBIT 10.37 PHARMCHEM LABORATORIES, INC. 1997 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT (Incentive Stock Option) By this Agreement, PharmChem Laboratories, Inc., a California corporation (the "Company") grants to [_____________], an employee of...Stock Option Agreement • November 14th, 1997 • Pharmchem Laboratories Inc • Services-medical laboratories • California
EXHIBIT 10.39 [PHARMCHEM INC. LETTERHEAD] June 30, 2003 VIA FEDERAL EXPRESS Mr. Richard D. Irwin 23 Wild Duck Road Wilton, CT 06897 Re: Repayment of Subordinated Promissory Note Dear Mr. Irwin: PharmChem, Inc. (the "Company") borrowed $375,000.00 (the...Unsecured Subordinated Promissory Note • August 11th, 2003 • Pharmchem Inc • Services-medical laboratories
PharmChem, Inc. (the "Company") borrowed $375,000.00 (the "Loan") from you pursuant to an Unsecured Subordinated Note and Warrant Purchase Agreement dated September 19, 2001 and as evidenced by that certain Unsecured Subordinated Promissory Note for $375,000.00 dated September 21, 2001 (the "Note"). In connection with the Loan, the Company issued to you a warrant for 37,500 shares of the Company's common stock (the "Original Warrant") at an exercise price of $3.00 per share. The Company has agreed to repay the Loan prior to the original maturity date and you have agreed to accept $187,500.00 (the "Repayment Amount") as payment in full for the original principal amount of the Note, and unpaid interest thereon of $25,312.50.
EXHIBIT 10.40 [PHARMCHEM INC. LETTERHEAD] June 30, 2003 VIA FEDERAL EXPRESS Messrs. Ted Janus and Will Edwards Micro Cap Partners, L.P. 470 University Avenue Palo Alto, CA 94301 Re: Repayment of Subordinated Promissory Note- Revised Dear Messrs. Janus...Subordinated Promissory Note • August 11th, 2003 • Pharmchem Inc • Services-medical laboratories
PharmChem, Inc. (the "Company") borrowed $750,000.00 (the "Loan") from you pursuant to an Unsecured Subordinated Note and Warrant Purchase Agreement dated September 12, 2001 and as evidenced by that certain Unsecured Subordinated Promissory Note for $750,000.00 dated September 14, 2001 (the "Note"). In connection with the Loan, the Company issued to you a warrant for 75,000 shares of the Company's common stock (the "Original Warrant") at an exercise price of $3.00 per share. The Company has agreed to repay the Loan prior to the original maturity date and you have agreed to accept $375,000.00 (the "Repayment Amount") as payment in full for the original principal amount of the Note, and unpaid interest thereon of $50,625.00.
Page 1 2 (D) Conditions Precedent. Lessee shall deliver to Lessor such further instruments, documents and certifications as Lessor reasonably may request, including without limitation evidences of authority (e.g., corporate certificates, corporate...Master Lease Purchase Agreement • March 24th, 1997 • Pharmchem Laboratories Inc • Services-medical laboratories • Washington
EXHIBIT 10.52 AMENDMENT TO LOAN AND SECURITY AGREEMENT This Amendment to Loan and Security Agreement (this "Agreement") is entered into as of June 28, 2002, by and between COMERICA BANK-CALIFORNIA ("Bank") and PHARMCHEM, INC. (the "Borrower"), with...Loan and Security Agreement • August 14th, 2002 • Pharmchem Inc • Services-medical laboratories • California
1 EXHIBIT 10.22 INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is made as of this ___ day of___________, 199__ by and between PharmChem Laboratories, Inc., a California corporation (the "Company"), and _________________...Indemnification Agreement • November 10th, 1998 • Pharmchem Laboratories Inc • Services-medical laboratories • California
Exhibit 4.3 PHARMCHEM, INC. UNSECURED SUBORDINATED NOTE AND WARRANT PURCHASE AGREEMENT THIS UNSECURED SUBORDINATED NOTE AND WARRANT PURCHASE AGREEMENT (this "AGREEMENT") is made as of September 19, 2001 by and between PharmChem, Inc., a Delaware...Unsecured Subordinated Note and Warrant Purchase Agreement • September 27th, 2001 • Pharmchem Inc • Services-medical laboratories • Delaware
EXHIBIT 10.45 INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is made as of this ___ day of ___________, 200__ by and between PharmChem, Inc., a Delaware corporation (the "Company"), and _________________ ("Indemnitee")....Indemnification Agreement • November 13th, 2000 • Pharmchem Laboratories Inc • Services-medical laboratories • Delaware
EXHIBIT 10.47 The Directors, 28th September 2001 Medscreen Limited, Harbour Quay, 100 Preston's Road, London E14 9PH Dear Sirs, POUND STERLING900,000 TERM LOAN FACILITY We, Lloyd's TSB Bank plc (the "BANK") are pleased to offer to Medscreen Limited...Term Loan Facility • April 12th, 2002 • Pharmchem Inc • Services-medical laboratories
RECITALSLoan and Security Agreement • August 14th, 1997 • Pharmchem Laboratories Inc • Services-medical laboratories
EXHIBIT 10.1Amendment and Forbearance Agreement • April 9th, 2002 • Pharmchem Inc • Services-medical laboratories • California
1 [PharmChem Laboratories, Inc. Letterhead] Exhibit 3 December 1, 1999 To Our Shareholders: Your Board of Directors today declared a dividend of Preferred Share Purchase Rights ("Rights"). The Rights will be issued to shareholders of record as of the...Shareholder Rights Agreement • December 6th, 1999 • Pharmchem Laboratories Inc • Services-medical laboratories
AMOUNT NOTE DATE MATURITY DATE TAX IDENTIFICATION # $1,673,800.00 September 7, 2000 April 14, 2004 77-0187280 ------------------------------------------------ ---------------------------------------------------------------------- For Value Received,...Variable Rate-Installment Note • November 13th, 2000 • Pharmchem Laboratories Inc • Services-medical laboratories
