Martek Biosciences Corp Sample Contracts
WITNESSETH:License Agreement • December 8th, 2000 • Martek Biosciences Corp • Biological products, (no disgnostic substances)
Standard Contracts
INTRODUCTIONLease • January 29th, 1999 • Martek Biosciences Corp • Biological products, (no disgnostic substances)
MARTEK BIOSCIENCES CORPORATION ISSUER AND WACHOVIA BANK, NATIONAL ASSOCIATION TRUSTEEIndenture • May 21st, 2004 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • New York
INDENTURE, dated as of [ ], [ ], between MARTEK BIOSCIENCES CORPORATION, a Delaware corporation (the “Company”), and Wachovia Bank, National Association, as trustee (the “Trustee”):
PageRights Agreement • February 8th, 2006 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • Delaware
Rights Agreement, dated as of February 7, 2006 (the “Agreement”), between Martek Biosciences Corporation, a Delaware corporation (the “Company”), and Registrar and Transfer Company, a New Jersey corporation (the “Rights Agent”).
1 COMMON STOCK AND WARRANT PURCHASE AGREEMENT THIS COMMON STOCK AND WARRANT PURCHASE AGREEMENT (the "Agreement") is entered into as of May 28, 1999 by and among MARTEK BIOSCIENCES CORPORATION, a Delaware corporation ("Martek"), and the purchasers...Common Stock and Warrant Purchase Agreement • June 9th, 1999 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • Maryland
ARTICLE ILicense Agreement • June 14th, 2000 • Martek Biosciences Corp • Biological products, (no disgnostic substances)
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 13th, 2011 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • Maryland
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 10th day of November, 2006 (“Effective Date”) by and between MARTEK BIOSCIENCES CORPORATION (“Company,” which term shall include all subsidiaries of the Company as the context may require), a Delaware corporation, and Barney Easterling (“Executive”).
Martek Biosciences Corporation 176,885 Shares Common Stock ($0.10 par value) Underwriting AgreementUnderwriting Agreement • February 4th, 2004 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • New York
Martek Biosciences Corporation, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 176,885 shares of Common Stock, $0.10 par value (“Common Stock”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. The use of the neuter in this Agreement shall include the feminine and the masculine wherever appropriate. Any reference herein to the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall be deemed to refer to and include the documen
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 15th, 2002 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • Delaware
Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.
MARTEK BIOSCIENCES CORPORATION and [ ], as Warrant Agent FORM OF COMMON STOCK WARRANT AGREEMENT Dated as ofWarrant Agreement • May 21st, 2004 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • New York
COMMON STOCK WARRANT AGREEMENT, dated as of [ ] between Martek Biosciences Corporation, a Delaware corporation (the “Company”) and [ ], a [corporation] [national banking association] organized and existing under the laws of [ ] and having a corporate trust office in [ ], as warrant agent (the “Warrant Agent”).
1 EXHIBIT 10.31 EMPLOYMENT AGREEMENT THIS AGREEMENT, made and entered into this 1st day of June, 2000, by and between Martek Biosciences Corporation, a Delaware corporation having its principle office at 6480 Dobbin Road, Columbia, MD 21045 (the...Employment Agreement • January 29th, 2001 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • Maryland
MARTEK BIOSCIENCES CORPORATION AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (DIRECTOR)Restricted Stock Unit Agreement • March 12th, 2007 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • Maryland
Martek Biosciences Corporation (the “Company”), hereby grants restricted stock units relating to shares of its common stock (the “Stock”), to the individual named below as the Grantee, subject to the vesting conditions set forth in the attachment. Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment and in the Company’s Amended and Restated 2004 Stock Incentive Plan (the “Plan”).
AMENDED AND RESTATED CREDIT AGREEMENT Among MARTEK BIOSCIENCES CORPORATION, A Delaware Corporation “As Borrower” and MANUFACTURERS AND TRADERS TRUST COMPANY, A New York Banking Corporation “As Administrative Agent and Issuing Lender” and BANK OF...Credit Agreement • March 25th, 2010 • Martek Biosciences Corp • Biological products, (no disgnostic substances)
THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated to be effective as of January 21, 2010, by and between MARTEK BIOSCIENCES CORPORATION, a Delaware corporation (“Borrower”); each lender from time to time party hereto (collectively, the “Lenders” and each a “Lender”); MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation, as administrative agent and Issuing Lender; BANK OF AMERICA, N.A., a national banking association, as syndication agent; SUNTRUST BANK, a Georgia banking corporation, as documentation agent; and CAPITAL ONE, N.A., a national banking association, as co-agent.
AGREEMENT AND PLAN OF MERGER among KONINKLIJKE DSM N.V., GREENBACK ACQUISITION CORPORATION and MARTEK BIOSCIENCES CORPORATION Dated as of December 20, 2010Merger Agreement • December 21st, 2010 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 20, 2010, among KONINKLIJKE DSM N.V., a corporation organized in the Netherlands (“Parent”), GREENBACK ACQUISITION CORPORATION, a Delaware corporation and indirect wholly-owned subsidiary of Parent (“Merger Sub”), and MARTEK BIOSCIENCES CORPORATION, a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 14th, 2002 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • Maryland
This Employment Agreement ("Agreement"), made this 25th day of April, 2002 ("Effective Date"), is entered into among Martek Biosciences Corporation ("Martek"), a Delaware corporation, OGTAQ Corp., a Delaware corporation and wholly-owned subsidiary of Martek ("Company"), and James Flatt ("Employee").
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • November 9th, 1998 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • Delaware
MARTEK BIOSCIENCES CORPORATION 2004 STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • January 13th, 2005 • Martek Biosciences Corp • Biological products, (no disgnostic substances)
Martek Biosciences Corporation, a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, $.10 par value, (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment, and in the Company’s 2004 Stock Incentive Plan (the “Plan”).
NOTICE: CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT AS INDICATED HEREIN LICENSE AGREEMENTLicense Agreement • December 15th, 2006 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • Delaware
This License Agreement (“Agreement”), is made and entered into as of the 10th day of September, 1992, by and between Martek Biosciences Corporation, a Delaware corporation (“Licensor”), and Bestuurcentrum der Verenigde Bedrijven Nutricia B.V., a corporation organized and existing under the laws of the Netherlands (“Licensee”).
First Amendment to the ARA Alliance, Purchase, and Production AgreementAra Alliance, Purchase, and Production Agreement • March 13th, 2006 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • New York
This First Amendment to the ARA Alliance, Purchase, and Production Agreement (“First Amendment”) is made and entered into as of the 31st day of December, 2005 (“Signing Date of the First Amendment”), but with an effect as of and though entered into on January 1, 2005 (“Effective Date of the First Amendment”), by and between DSM Food Specialties B.V., a Besloten Vennootschap organized under the laws of the Netherlands with its principal place of business at A. Fleminglaan 1, 2613 AX Delft, the Netherlands (“DSM”), and MARTEK BIOSCIENCES CORPORATION, a corporation organized under the laws of the State of Delaware with its principal place of business at 6480 Dobbin Road, Columbia, Maryland 21045 (“Martek”), who, intending to be legally bound, hereby agree as follows:
STOCK PLEDGE AGREEMENT (Stock In _______________)Stock Pledge Agreement • October 6th, 2005 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • Maryland
THIS STOCK PLEDGE AGREEMENT (“PLEDGE AGREEMENT”) is made to be effective as of this day of August, 2005, by MARTEK BIOSCIENCES CORPORATION, a Delaware corporation (“PLEDGOR”), for the benefit of MANUFACTURERS AND TRADERS TRUST COMPANY, individually and in its capacity as the Administrative Agent (“ADMINISTRATIVE AGENT”) for the “LENDERS” that are now or hereafter parties to an Amended And Restated Loan And Security Agreement (as amended from time to time, the “LOAN AGREEMENT”) dated to be effective as of September , 2005, by and among the PLEDGOR, the AGENT, BANK OF AMERICA, N.A., as Syndication Agent, and the LENDERS. Hereafter, the ADMINISTRATIVE AGENT and the LENDERS are collectively referred to as the “SECURED PARTIES.”
ADDENDUM 3 TO MARTEK BIOSCIENCES CORPORATION/ GIST-BROCADES S.p.A. ARA PURCHASE AND PRODUCTION AGREEMENTAra Purchase and Production Agreement • September 16th, 2002 • Martek Biosciences Corp • Biological products, (no disgnostic substances)
This Addendum 3 to that certain ARA Purchase Agreement dated December 31, 1996 (the "Purchase Agreement"), is made and entered into this 14th day of June, 2002 (this "Addendum"), by and between (i) DSM Capua S.p.A. a corporation organized and existing under the laws of Italy with its principal place of business at Strada Statale Appia 46-48, 81043 Capua, Italy ("DSM"), and (ii) Martek Biosciences Corporation, a Delaware corporation having its principal place of business at 6480 Dobbin Road, Columbia, Maryland 21045 ("Martek"), who, intending to be legally bound, hereby agree as follows:
GUARANTY AGREEMENTGuaranty Agreement • October 6th, 2005 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • Maryland
THIS GUARANTY AGREEMENT (“GUARANTY”) is made to be effective as of September , 2005, by , a Delaware corporation (“GUARANTOR”), for the benefit of MANUFACTURERS AND TRADERS TRUST COMPANY, individually and in its capacity as the Administrative Agent (“ADMINISTRATIVE AGENT”) for the “LENDERS” that are now or hereafter parties to an Amended And Restated Loan And Security Agreement (as amended from time to time, the “LOAN AGREEMENT”) dated to be effective as of September , 2005 by and among MARTEK BIOSCIENCES CORPORATION, a Delaware corporation (“BORROWER”), the ADMINISTRATIVE AGENT, and the LENDERS. Hereafter, the ADMINISTRATIVE AGENT and the LENDERS are collectively referred to as the “SECURED PARTIES.”
ASSIGNMENT AND ACCEPTANCE [Date]Assignment and Acceptance • October 6th, 2005 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • Maryland
Reference is made to the Amended And Restated Loan And Security Agreement dated to be effective as of September , 2005 (as amended or supplemented from time to time, the ALOAN AGREEMENT”), by and among MARTEK BIOSCIENCES CORPORATION, a Delaware corporation (“BORROWER”), and MANUFACTURERS AND TRADERS TRUST COMPANY, as ADMINISTRATIVE AGENT, and the LENDERS party thereto. Capitalized terms which are defined in the LOAN AGREEMENT and which are used herein without definition shall have the same meanings herein as in the LOAN AGREEMENT.
SECOND AMENDMENT , dated as of September 5, 2003, to the ASSET SALE AND PURCHASE AGREEMENT, dated as of July 21, 2003, by and among FERMPRO MANUFACTURING, LP, ASTRAL TECHNOLOGIES, INC., the LIMITED PARTNERS of Seller identified on Schedule 1 to the...Asset Sale and Purchase Agreement • September 15th, 2003 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • Maryland
THIS SECOND AMENDMENT, dated as of September 5, 2003 (this “Second Amendment”), is made in respect of the Asset Sale and Purchase Agreement, dated as of July 21, 2003, by and among FermPro Manufacturing, LP, a Georgia limited partnership (“Seller”), Astral Technologies, Inc., a South Carolina corporation and the general partner of Seller (“Astral”), the limited partners of Seller identified on Schedule 1 to the Purchase Agreement (the “Management Employees”), Martek Biosciences Corporation, a Delaware corporation (“Martek”), and, pursuant to the Joinder Agreement dated as of September 5, 2003 (the “Joinder Agreement”), Martek Biosciences Kingstree Corporation, a Delaware corporation and a wholly owned subsidiary of Martek, as Buyer under the Purchase Agreement, as amended by the First Amendment to Asset Sale and Purchase Agreement dated as of September 2, 2003 by and among each of the parties referred to above (such Asset Sale and Purchase Agreement, as amended, the “Purchase Agreement
Loan and Security Agreement between Martek Biosciences Corporation, A Delaware Corporation, as “Borrower” and Manufacturers And Traders Trust Company, as “Administrative Agent” and as “Sole Book Runner” and Bank Of America, N.A., as “Syndication...Loan and Security Agreement • January 29th, 2004 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • Maryland
AMENDMENT NO. 1Amendment No. 1 • March 25th, 2010 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • Maryland
This AMENDMENT NO. 1 (“AMENDMENT”) is made as of March 19, 2010 by and among MARTEK BIOSCIENCES CORPORATION, a Delaware corporation (“BORROWER”); MARTEK BIOSCIENCES BOULDER CORPORATION, a Delaware corporation, MARTEK BIOSCIENCES KINGSTREE CORPORATION, a Delaware corporation, MARTEK AMERIFIT HOLDING CORPORATION, a Delaware corporation, AMERIFIT PHARMA, INC. , a Massachusetts corporation, AMERIFIT BRANDS, INC., a Delaware corporation, MARTEK AMERIFIT LLC, a Delaware limited liability company, and AMERIFIT, INC., a Delaware corporation (collectively, “GUARANTORS”); MANUFACTURERS AND TRADERS TRUST COMPANY, as administrative agent (“AGENT”); and MANUFACTURERS AND TRADERS TRUST COMPANY (“LENDER”).
SECURITY AGREEMENTSecurity Agreement • October 6th, 2005 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • Maryland
THIS SECURITY AGREEMENT is made to be effective as of , 200 , by , a Delaware corporation (“GUARANTOR”), for the benefit of MANUFACTURERS AND TRADERS TRUST COMPANY, individually and in its capacity as the Agent (“ADMINISTRATIVE AGENT”) for the “LENDERS” that are now or hereafter parties to an Amended And Restated Loan And Security Agreement (as amended from time to time, the “LOAN AGREEMENT”) dated to be effective as of September , 2005, by and among the “BORROWER” (hereinafter defined), the ADMINISTRATIVE AGENT, and the LENDERS. Hereafter, the ADMINISTRATIVE AGENT and the LENDERS are collectively referred to as the “SECURED PARTIES.”
MARTEK BIOSCIENCES CORPORATION AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (EXECUTIVE OFFICER)Restricted Stock Unit Agreement • March 12th, 2007 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • Maryland
Martek Biosciences Corporation (the “Company”), hereby grants restricted stock units relating to shares of its common stock (the “Stock”), to the individual named below as the Grantee, subject to the vesting conditions set forth in the attachment. Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment and in the Company’s Amended and Restated 2004 Stock Incentive Plan (the “Plan”).
Amended and Restated Loan and Security AgreementLoan and Security Agreement • October 6th, 2005 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • Maryland
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (“AGREEMENT”) is dated as of September 30, 2005, by and between MARTEK BIOSCIENCES CORPORATION, a Delaware corporation (“BORROWER”); each of the “LENDERS” (as defined below); MANUFACTURERS AND TRADERS TRUST COMPANY, as Administrative Agent for the LENDERS (in such capacity, together with its successors in such capacity, the “ADMINISTRATIVE AGENT”), and as Sole Book Runner; BANK OF AMERICA, N.A., as Syndication Agent (in such capacity, together with its successors in such capacity, the “SYNDICATION AGENT”); and SUNTRUST BANK, as Documentation Agent (in such capacity, together with its successors in such capacity, the “DOCUMENTATION AGENT”).
THIRD AMENDMENT TO SECURITY AGREEMENTSecurity Agreement • September 15th, 2003 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • South Carolina
This THIRD AMENDMENT TO SECURITY AGREEMENT (this “Third Amendment”) is made as of the 5th day of September, 2003, by and between Martek Biosciences Kingstree Corporation, a Delaware corporation (“Martek Kingstree”), and Genencor International, Inc., a Delaware corporation (“Genencor”).
ARA ALLIANCE, PURCHASE AND PRODUCTION AGREEMENT BY AND BETWEEN MARTEK BIOSCIENCES CORPORATION AND DSM FOOD SPECIALTIES B.V. Dated as of April 19, 2004Purchase and Production Agreement • June 14th, 2004 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • New York
This Agreement (the “Agreement”) is made and entered into this 19th day of April, 2004 (the “Signing Date”), but with an effect as of and as though entered into on January 1, 2004 (the “Effective Date”) by and between DSM Food Specialties B.V., a Besloten Vennootschap organized under the laws of the Netherlands with its principal place of business at A. Fleminglaan 1, 2613 AX Delft, the Netherlands (“DSM”) and MARTEK BIOSCIENCES CORPORATION, a corporation organized under the laws of the State of Delaware with its principal place of business at 6480 Dobbin Road, Columbia, Maryland 21045 (“Martek”) who, intending to be legally bound, hereby agree as follows:
MASTER EQUIPMENT LEASEMaster Equipment Lease • January 13th, 2005 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • New York
Lessee: MARTEK BIOSCIENCES KINGSTREE CORPORATION, a corporation organized and registered under the laws of the State of Delaware.
SECOND MODIFICATION AGREEMENTModification Agreement • October 6th, 2005 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • Maryland
THIS SECOND MODIFICATION AGREEMENT (“AGREEMENT”) is made to be effective as of September 30, 2005, by and between MANUFACTURERS AND TRADERS TRUST COMPANY, as Administrative Agent (“ADMINISTRATIVE AGENT”); MANUFACTURERS AND TRADERS TRUST COMPANY (“M&T”), BANK OF AMERICA, N.A. (“BANK OF AMERICA”), SUNTRUST BANK (“SUNTRUST”), COMERICA BANK (“COMERICA”), FIFTH THIRD BANK (“FIFTH THIRD”), and CHEVY CHASE BANK (“CHEVY CHASE”); MARTEK BIOSCIENCES CORPORATION, a Delaware corporation (“BORROWER”); MARTEK BIOSCIENCES BOULDER CORPORATION (“MARTEK BOULDER”), a Delaware corporation; and MARTEK BIOSCIENCES KINGSTREE CORPORATION (“MARTEK KINGSTREE”), a Delaware corporation. Hereafter, M&T, BANK OF AMERICA, SUNTRUST, COMERICA, FIFTH THIRD, and CHEVY CHASE are collectively referred to as the “LENDERS”; MARTEK BOULDER and MARTEK KINGSTREE are collectively referred to as the “GUARANTORS”; the BORROWER and the GUARANTORS are collectively referred to as the “OBLIGORS”; and the ADMINISTRATIVE AGENT, the LEN
AMENDMENT NO. 3 TO SETTLEMENT TERMS RELATED TO ARBITRATION OF LICENSE AGREEMENTSettlement Agreement • January 29th, 2003 • Martek Biosciences Corp • Biological products, (no disgnostic substances)
This Amendment No. 3 (“Amendment No. 3”) to Settlement Terms Related to Arbitration of License Agreement, dated September 15, 1993, as previously amended by Amendments No. 1 and No. 2 thereto (collectively referred to as the “Settlement Agreement”), is dated as of December 20, 2002, and is by and between Monsanto Company, a Delaware Corporation (“Monsanto”) and Martek Biosciences Boulder Corporation, a Delaware corporation, formerly known as OmegaTech, Inc. (“Martek Boulder”). Monsanto and Martek Boulder are referred to herein collectively as the “Parties” and individually as a “Party”. Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Settlement Agreement.
LOAN AND SECURITY AGREEMENT Between MARTEK BIOSCIENCES CORPORATION, A Delaware Corporation, and MARTEK BIOSCIENCES BOULDER CORPORATION, a Delaware Corporation, Borrower, and ALLFIRST BANK, Lender, $10,000,000.00 Revolving Line Of Credit Dated:...Loan and Security Agreement • March 17th, 2003 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • Maryland
THIS LOAN AND SECURITY AGREEMENT is dated as of February 25, 2003, by and between MARTEK BIOSCIENCES CORPORATION, a Delaware corporation, and MARTEK BIOSCIENCES BOULDER CORPORATION, a Delaware corporation (collectively, the “Borrower”; provided, that where the context so requires, the term “Borrower” shall mean either of such persons) and ALLFIRST BANK (“Lender”).
