1 Exhibit 10.57 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of August 2, 2001, among i-STAT Corporation, a Delaware corporation (the "Company"), and the investors signatory hereto...Registration Rights Agreement • August 3rd, 2001 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus • New York
1 Exhibit 10.1 SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT ("Agreement"), effective July 26, 2001, is by and between Nova Biomedical Corporation, a Massachusetts corporation having its principal place of business in Waltham, Massachusetts ("Nova"),...Settlement Agreement • July 27th, 2001 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus • Massachusetts
PREAMBLEEmployment Agreement • March 23rd, 1998 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus • New Jersey
LEASELease • August 14th, 1998 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus • New Jersey
1 CONSULTING AGREEMENT BETWEEN I-STAT CORPORATION (THE "COMPANY") AND IMANTS R. LAUKS ("LAUKS") DATED SEPTEMBER 1, 1999Consulting Agreement • March 30th, 2000 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus • New Jersey
ARTICLE I DEFINITIONSSecurities Purchase Agreement • December 7th, 2001 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus • New York
1 THIS INDENTURE made this 27th day of August 1998 IN PURSUANCE OF THE SHORT FORMS OF LEASES ACT BETWEEN: Urigold Holdings Ltd. hereinafter called the "Landlord" OF THE FIRST PARTLease Agreement • March 30th, 1999 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus • Ontario
dated as of August 3, 1998 2 THIS STANDSTILL AGREEMENT (the "Agreement") is made as of August 3, 1998, between i-STAT Corporation, a Delaware corporation (the "Company"), and Abbott Laboratories, an Illinois corporation ("Purchaser").Standstill Agreement • August 14th, 1998 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus • Delaware
3- 4 6. No Special Employment Rights. Nothing contained in the Plan or this Agreement shall be construed or deemed by any person under any circumstances to bind the Company or any Parent Corporation or Subsidiary to continue the employment of the...Non-Statutory Stock Option Agreement • March 23rd, 1998 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus • New Jersey
Exhibit 10.61 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of December ____, 2001, among i-STAT Corporation, a Delaware corporation (the "Company"), and the investors signatory hereto...Registration Rights Agreement • December 7th, 2001 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus • New York
STOCK OPTION AGREEMENT NON-STATUTORYStock Option Agreement • March 30th, 1999 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus • New Jersey
I-STAT CORPORATION RESTRICTED SHARE AWARD AGREEMENT WITHRestricted Share Award Agreement • March 30th, 2000 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus • New Jersey
WITNESSETH:Marketing and Distribution Agreement • August 14th, 1998 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus • New York
EXHIBIT C REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 1998 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus • New York
STOCK OPTION AWARD AGREEMENT NON-STATUTORYStock Option Award Agreement • March 30th, 2000 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus
Abbott Laboratories 100 Abbott Park Road Abbott Park, Illinois 60064 December 12, 2003Merger Agreement • December 16th, 2003 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus • Delaware
This letter is to confirm our agreement regarding all of the shares, $.15 par value per share, ("Common Stock") of i-Stat Corporation, a Delaware corporation (the "Company"), beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by you and any other shares of Common Stock as to which you may hereafter acquire beneficial ownership (the "Shares"). In order to induce Abbott Laboratories, an Illinois corporation ("Abbott"), to enter into an Agreement and Plan of Merger to be dated as of the date hereof between the Company and Abbott (the "Merger Agreement"), you hereby agree as follows (capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement):
AGREEMENT AND PLAN OF MERGER Dated as of December 12, 2003 Among ABBOTT LABORATORIES SENATOR ACQUISITION CORPORATION and I-STAT CORPORATIONMerger Agreement • December 16th, 2003 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus • Delaware
AGREEMENT AND PLAN OF MERGER dated as of December 12, 2003 (the "Agreement"), among Abbott Laboratories, an Illinois corporation ("Parent"), Senator Acquisition Corporation, a Delaware corporation ("Sub"), and a wholly owned subsidiary of Parent, and i-STAT Corporation, a Delaware corporation (the "Company").
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANYCommon Stock Purchase Agreement • August 14th, 1998 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus • New York
Abbott Laboratories 100 Abbott Park Road Abbott Park, Illinois 60064 December 12, 2003Shareholder Agreement • December 16th, 2003 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus • Delaware
This letter is to confirm our agreement regarding all of the shares, $.15 par value per share, ("Common Stock") of i-Stat Corporation, a Delaware corporation (the "Company"), beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by you and any other shares of Common Stock as to which you may hereafter acquire beneficial ownership (the "Shares"). In order to induce Abbott Laboratories, an Illinois corporation ("Abbott"), to enter into an Agreement and Plan of Merger to be dated as of the date hereof between the Company and Abbott (the "Merger Agreement"), you hereby agree as follows (capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement):
BACKGROUNDLease Modification and Expansion Agreement • March 26th, 1997 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2002 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus • New Jersey
This Employment Agreement (hereinafter this “Agreement”) dated as of August 16, 2002 (the “Effective Date”) by and between i-STAT CORPORATION, a Delaware corporation having a place of business at 104 Windsor Center Drive, East Windsor, New Jersey 08520 (the “Company”), and Bruce F. Basarab, an individual residing at 7226 Drew Hill Road, Golden, Colorado 80403 (“Employee”).
AMENDMENT TO THE MARKETING AND DISTRIBUTION AGREEMENT BY AND BETWEEN ABBOTT LABORATORIES AND i-STAT CORPORATIONMarketing and Distribution Agreement • January 6th, 2004 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus
This amendment dated December 31, 2003 (this "Amendment") shall serve to modify and amend the Marketing and Distribution Agreement between Abbott Laboratories ("Abbott") and i-STAT Corporation ("i-STAT") dated August 3, 1998 (the "Distribution Agreement"), according to the terms and for the time period set forth herein.
1 EXHIBIT 10.36 DIRECTOR INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT ("Agreement") is made as of this ____ day of _________, 199_, between i-STAT Corporation, a Delaware corporation ("i-STAT"), and __________________ ("Director")....Director Indemnification Agreement • March 26th, 1997 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2003 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus • New Jersey
This Employment Agreement (hereinafter this “Agreement”) dated as of April 1, 2003 (the “Effective Date”) by and between i-STAT CORPORATION, a Delaware corporation having a place of business at 104 Windsor Center Drive, East Windsor, New Jersey 08520 (the “Company”), and Michael Zelin, an individual residing at 9104 Tamarron Drive, Plainsboro, NJ 08536 (“Employee”).
FIRST AMENDMENT TO LEASELease • March 10th, 2003 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus
THIS FIRST AMENDMENT TO LEASE is made and dated the 10th day of December, 2002 by and between BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware Limited Partnership (“Landlord”) and i-STAT CORPORATION, a Delaware corporation (“Tenant”).
AMENDMENT TO STOCKHOLDER PROTECTION AGREEMENTStockholder Protection Agreement • December 15th, 2003 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus
THIS AMENDMENT (the "Amendment"), dated as of December 12, 2003, to the Stockholder Protection Agreement (the "Rights Agreement"), dated as of June 26, 1995, between i-STAT Corporation, a Delaware corporation (the "Company") and First Fidelity Bank, National Association (the "Rights Agent"), is being executed at the direction of the Company. Capitalized terms used without definition in this Amendment shall have the meanings ascribed to them in the Rights Agreement.
1 EXHIBIT 10.35 OFFICER INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT ("Agreement") is made as of this 16th day of October, 1996, between i-STAT Corporation, a Delaware corporation ("i-STAT"), and __________________ ("Indemnitee")....Officer Indemnification Agreement • March 26th, 1997 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus • Delaware
QuickLinks -- Click here to rapidly navigate through this documentAcquisition Agreement • January 6th, 2004 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus
As you know, on December 12, 2003, i-STAT entered into an agreement to be acquired by Abbott Laboratories ("Abbott") in a cash tender offer (the "Offer") at $15.35 per share. In order to accomplish the Offer, Abbott formed a subsidiary which is referred to in this letter and the enclosed materials as "the Purchaser."
i-STAT CORPORATIONMerger Agreement • December 29th, 2003 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus
We are pleased to inform you that on December 12, 2003, i-STAT Corporation ("i-STAT") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Abbott Laboratories ("Abbott") and Senator Acquisition Corporation (the "Purchaser"), a wholly owned subsidiary of Abbott. As provided in the Merger Agreement, the Purchaser today commenced a tender offer (the "Offer") to purchase, in cash, without interest, (i) all outstanding shares of i-STAT's common stock not already held by Abbott, including the associated rights to purchase preferred stock issued under i-STAT's stockholder protection agreement of June 26, 1995 (together, the "Common Shares"), for $15.35 per share (the "Offer Price"), (ii) all outstanding shares of i-STAT Series D convertible preferred stock, par value $.10 per share (the "Series D Shares" and, together with the Common Shares, the "Shares") at an amount per share equal to the Offer Price multiplied by the number of Common Shares into which such Series D Sh
2 2 Japan, South Korea and Taiwan and, on the same date, has entered into a Development Agreement with FUSO (the "FUSO Development Agreement") and a Manufacturing License Agreement with FUSO (the "FUSO License Agreement");Funded Research & Development and License Agreement • August 14th, 1998 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus • New York
DISTRIBUTION AGREEMENTDistribution Agreement • March 10th, 2003 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus • New York
This DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of this 18th day of January, 2003, and effective as of the Effective Date (as defined below), by and between i–STAT Corporation, a Delaware corporation (“Manufacturer”), and Fuso Pharmaceutical Industries, Ltd., a Japanese corporation (“Distributor”).
Abbott Laboratories 100 Abbott Park Road Abbott Park, Illinois 60064 December 12, 2003Stock Purchase Agreement • December 16th, 2003 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus • Delaware
This letter is to confirm our agreement regarding all of the (a) shares of common stock, $.15 par value per share, ("Common Stock") of i-Stat Corporation, a Delaware corporation (the "Company"), (b) shares of Series D Redeemable Convertible Preferred Stock, $.10 par value per share, of the Company ("Series D Stock") and (c) six-year warrants expiring in 2007 to purchase an aggregate of shares of Common Stock at an exercise price of $8.00 per share ("Warrants") beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by you and any other shares of Common Stock or Series D Stock or Warrants as to which you may hereafter acquire beneficial ownership (the "Securities"). In order to induce Abbott Laboratories, an Illinois corporation ("Abbott"), to enter into an Agreement and Plan of Merger to be dated as of the date hereof between the Company and Abbott (the "Merger Agreement"), you hereby agree as follows (capitalized terms used herein bu
PREPAYMENT AGREEMENTPrepayment Agreement • March 10th, 2003 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus • New York
This PREPAYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 18th day of January, 2003, and effective as of the Effective Date (as defined below), by and between i-STAT Corporation, a Delaware corporation (“Manufacturer”) and Fuso Pharmaceutical Industries, Ltd., a Japanese corporation (“Distributor”).
WITNESSETH:Technology Business Tax Certificate Program • March 30th, 2001 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus • New Jersey
