Adeza Biomedical Corp Sample Contracts

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SERVICE AGREEMENT
Service Agreement • October 27th, 2004 • Adeza Biomedical Corp • In vitro & in vivo diagnostic substances • California
AGREEMENT ---------
Lease Agreement • October 27th, 2004 • Adeza Biomedical Corp • In vitro & in vivo diagnostic substances
RECITALS
Agreement and Release • December 7th, 2004 • Adeza Biomedical Corp • In vitro & in vivo diagnostic substances • California
AGREEMENT AND PLAN OF MERGER by and among CYTYC CORPORATION (“Parent”) AUGUSTA MEDICAL CORPORATION (“Purchaser”) and ADEZA BIOMEDICAL CORPORATION (the “Company”) Dated as of February 11, 2007
Merger Agreement • February 12th, 2007 • Adeza Biomedical Corp • Instruments for meas & testing of electricity & elec signals • Delaware

AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of February 11, 2007 by and among Cytyc Corporation, a Delaware corporation (“Parent”), Augusta Medical Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Purchaser”), and Adeza Biomedical Corporation, a Delaware corporation (the “Company”).

AGREEMENT
License Agreement • August 6th, 2004 • Adeza Biomedical Corp • In vitro & in vivo diagnostic substances • England
ADEZA BIOMEDICAL CORPORATION AMENDED AND RESTATED MANAGEMENT CONTINUITY AGREEMENT
Management Continuity Agreement • March 15th, 2007 • Adeza Biomedical Corp • Instruments for meas & testing of electricity & elec signals • California

This Amended and Restated Management Continuity Agreement (the “Agreement”) is dated as of January 12, 2007, by and between Durlin E. Hickok (“Employee”) and Adeza Biomedical Corporation., a Delaware corporation (the “Company” or “Adeza”). This Agreement amends sections 2(b)(i) – (iv) and section 5(a) of the Management Continuity Agreement entered into by and between Employee and the Company on October 21, 2004. This Agreement is intended to provide Employee with certain benefits described herein upon the occurrence of specific events.

ADEZA BIOMEDICAL CORPORATION AMENDED AND RESTATED MANAGEMENT CONTINUITY AGREEMENT
Management Continuity Agreement • February 16th, 2007 • Adeza Biomedical Corp • Instruments for meas & testing of electricity & elec signals • California

This Amended and Restated Management Continuity Agreement (the “Agreement”) is dated as of January 12, 2007, by and between Robert O. Hussa (“Employee”) and Adeza Biomedical Corporation., a Delaware corporation (the “Company” or “Adeza”). This Agreement amends sections 2(b)(i) — (iv) and section 5(a) of the Management Continuity Agreement entered into by and between Employee and the Company on October 21, 2004. This Agreement is intended to provide Employee with certain benefits described herein upon the occurrence of specific events.

RECITALS
Management Continuity Agreement • October 27th, 2004 • Adeza Biomedical Corp • In vitro & in vivo diagnostic substances • California
NET INDUSTRIAL SPACE LEASE by and between Tasman V, LLC as Landlord and Adeza Biomedical Corporation as Tenant
Industrial Space Lease • November 7th, 2006 • Adeza Biomedical Corp • Instruments for meas & testing of electricity & elec signals • California

THIS LEASE, dated July 12, 2006 for reference purposes only, is made by and between Tasman V, LLC (“Landlord”) and Adeza Biomedical Corporation (“Tenant”), to be effective and binding upon the parties as of the date of the designated signatories to the Lease shall have executed this Lease (the “Effective Date of this Lease”).

THIRD AMENDMENT TO LEASE
Lease Agreement • March 14th, 2006 • Adeza Biomedical Corp • Instruments for meas & testing of electricity & elec signals

This Amendment date July 15, 2005 for reference purposes only, is made by and between Tasman V, LLC (hereinafter sometime called “Lessor”) and Adeza Biomedical Corporation (hereinafter sometimes called “Tenant”) for Premises commonly known as 1240 Elko Drive, Sunnyvale, California.

FIFTH AMENDMENT TO SERVICE AGREEMENT
Service Agreement • March 15th, 2007 • Adeza Biomedical Corp • Instruments for meas & testing of electricity & elec signals

This fifth amendment (the “Fifth Amendment”) made as of May 14, 2006 (the “Effective Date”), by and between VENTIV COMMERCIAL SERVICES, LLC, a New Jersey limited liability company (formerly known as Ventiv Pharma Services, LLC and Ventiv Health U.S. Sales, LLC) (“Ventiv”) and ADEZA BIOMEDICAL CORPORATION, a Delaware corporation (“Adeza”) to a certain Service Agreement made as of March 31, 1999 by and between Ventiv and Adeza, as amended by a First Amendment made as of March 8, 2001 (the “First Amendment”), a Second Amendment made as of July 22, 2002 (the “Second Amendment”), a Third Amendment made as of May 15, 2004 (the “Third Amendment”), and a Fourth Amendment made as of March 30, 2006 (the “Fourth Amendment”) (the Service Agreement as amended by the First Amendment, Second Amendment, Third Amendment and Fourth Amendment shall be referred to herein as the “Amended Agreement”). Ventiv and Adeza may each be referred to herein as a “Party” and collectively, the “Parties”.

NET
Net Industrial Space Lease • December 6th, 2004 • Adeza Biomedical Corp • In vitro & in vivo diagnostic substances • California
RECITALS
Investors' Rights Agreement • August 6th, 2004 • Adeza Biomedical Corp • In vitro & in vivo diagnostic substances • California
BETWEEN
License Agreement • October 27th, 2004 • Adeza Biomedical Corp • In vitro & in vivo diagnostic substances • Pennsylvania
BETWEEN
License Agreement • August 6th, 2004 • Adeza Biomedical Corp • In vitro & in vivo diagnostic substances • Pennsylvania
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