July 24, 2003 Mr. Samuel J. Wohlstadter c/o IGEN International, Inc. 16020 Industrial Drive Gaithersburg, MD 20877 Dear Sam: We refer to the Agreement and Plan of Merger, draft dated as of July 24, 2003 (the "Merger Agreement"), among Roche Holding...Igen International Inc /De • July 25th, 2003 • Patent owners & lessors
We refer to the Agreement and Plan of Merger, draft dated as of July 24, 2003 (the "Merger Agreement"), among Roche Holding Ltd, 66 Acquisition Corporation II, IGEN International, Inc. ("IGEN") and IGEN Integrated Healthcare, LLC ("Newco"). Terms used herein and not defined shall have the meanings assigned to such terms in the Merger Agreement.
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement is made and entered into as of December 7, 2001 (this "AGREEMENT"), by and between IGEN International, Inc., a Delaware corporation (the "COMPANY"), and Acqua Wellington...Registration Rights Agreement • December 19th, 2001 • Igen International Inc /De • Patent owners & lessors • New York
Exhibit 10.1 PURCHASE AGREEMENT ------------------ This PURCHASE AGREEMENT (this "AGREEMENT"), dated as of December 7, 2001, is entered into by and between IGEN INTERNATIONAL, INC., a Delaware corporation (the "COMPANY"), and ACQUA WELLINGTON PRIVATE...Purchase Agreement • December 19th, 2001 • Igen International Inc /De • Patent owners & lessors • New York
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement is made and entered into as of March 8, 2002 (this "Agreement"), by and between IGEN International, Inc., a Delaware corporation (the "Company"), and Acqua Wellington...Registration Rights Agreement • March 15th, 2002 • Igen International Inc /De • Patent owners & lessors • New York
EXHIBIT 99.1 AGREEMENT AND PLAN OF MERGER Dated as of July 24, 2003,Agreement and Plan of Merger • July 25th, 2003 • Igen International Inc /De • Patent owners & lessors • Delaware
FIRST AMENDMENT OF LIMITED LIABILITY COMPANY AGREEMENT OF MESO SCALE DIAGNOSTICS, LLC.Limited Liability Company Agreement • September 5th, 2001 • Igen International Inc /De • Patent owners & lessors • Delaware
THIS INDEMNIFICATION AGREEMENT (this "Agreement") is entered into as of October 26, 2001, by and between IGEN International, Inc., a Delaware corporation (the "Company"), to and for the benefit of Jacob N. Wohlstadter (the "Indemnified Party")....Indemnification Agreement • February 14th, 2002 • Igen International Inc /De • Patent owners & lessors • Delaware
Exhibit 10.41 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement is made and entered into as of March 26, 2002 (this "Agreement"), by and between IGEN International, Inc., a Delaware corporation (the "Company"), Citadel Equity Fund Ltd.,...Registration Rights Agreement • June 30th, 2003 • Igen International Inc /De • Patent owners & lessors • Delaware
EXHIBIT 99.2Registration Rights Agreement • January 15th, 2002 • Igen International Inc /De • Patent owners & lessors • New York
COMMON STOCK PURCHASE AGREEMENT DATED AS OF FEBRUARY 9, 2001 BY AND BETWEEN IGEN INTERNATIONAL, INC.Common Stock Purchase Agreement • February 12th, 2001 • Igen International Inc /De • Patent owners & lessors • New York
Exhibit 99.2 COVENANTS NOT TO SUE These Covenants Not to Sue (this "Agreement") are made as of July 24, 2003, entered into by and among IGEN Integrated Healthcare, LLC, a Delaware limited liability company ("NEWCO"), Meso Scale Diagnostics, LLC., a...Igen International Inc /De • July 28th, 2003 • Patent owners & lessors • New York
Exhibit 10.8 INDEMNITY AGREEMENT This Indemnity Agreement is made this 13th day of March, 2003, by and between IGEN International, Inc., a Delaware corporation (the "Company"), and _______________________ ("Indemnitee"). W I T N E S S E T H: WHEREAS,...Indemnity Agreement • June 30th, 2003 • Igen International Inc /De • Patent owners & lessors • Delaware
Exhibit 10.2 PURCHASE AGREEMENT This PURCHASE AGREEMENT (this "Agreement"), dated as of March 8, 2002, is entered into by and between IGEN International, Inc., a Delaware corporation (the "Company"), and Acqua Wellington Opportunity I Limited, a...Purchase Agreement • March 15th, 2002 • Igen International Inc /De • Patent owners & lessors • New York
EXHIBIT 99.1Purchase Agreement • January 15th, 2002 • Igen International Inc /De • Patent owners & lessors • New York
Exhibit 99.4 LICENSE AGREEMENT (HUMAN IVD, VETERINARY IVD, HLA TYPING, PATERNITY, DNA MANUFACTURING AND PLASMA TESTING) This LICENSE AGREEMENT (Human IVD, Veterinary IVD, HLA Typing, Paternity, DNA Manufacturing and Plasma Testing) (the "AGREEMENT")...License Agreement • July 28th, 2003 • Igen International Inc /De • Patent owners & lessors • New York
Exhibit 99.8 * Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Commission. The omitted portions, marked by "*", have been separately filed with the Commission. EMPLOYMENT AGREEMENT EMPLOYMENT...Employment Agreement • September 5th, 2001 • Igen International Inc /De • Patent owners & lessors • Maryland
TOJoint Venture Agreement • September 5th, 2001 • Igen International Inc /De • Patent owners & lessors • Delaware
Confidential Treatment Requested EXHIBIT 10.5.1 ADVANCE ROYALTY AGREEMENT THIS ROYALTY ADVANCE AGREEMENT (the "Agreement") is made this 9th day of January, 1997, by and between Boehringer Mannheim GmbH ("BM"), a German corporation, having a principal...Confidential Treatment • July 11th, 1997 • Igen International Inc /Ca/ • Patent owners & lessors • Maryland
PURCHASE AGREEMENT PURCHASE AGREEMENT (this "Agreement"), dated as of December 16, 1997, by and among IGEN International, Inc., a Delaware corporation (the "Company"), and the entities whose names appear on the signature pages hereof. Such entities...Purchase Agreement • January 30th, 1998 • Igen International Inc /De • Patent owners & lessors • New York
Exhibit 99.2 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 12th, 2000 • Igen International Inc /De • Patent owners & lessors • Delaware
ANDExtension Agreement • August 14th, 2002 • Igen International Inc /De • Patent owners & lessors
AMENDMENT NO. 1 TOSublicense Agreement • September 5th, 2001 • Igen International Inc /De • Patent owners & lessors • Delaware
EXECUTION VERSION TAX ALLOCATION AGREEMENT Dated as of July 24, 2003,Tax Allocation Agreement • July 25th, 2003 • Igen International Inc /De • Patent owners & lessors • New York
IGEN INTERNATIONAL, INC. EXHIBIT 2.1Agreement and Plan of Merger • February 14th, 1997 • Igen Inc /Ca/ • Patent owners & lessors
Exhibit 4.3 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 16, 1997, by and among IGEN International, Inc., a Delaware corporation (the "Company"), and each of the entities whose names appear on...Registration Rights Agreement • January 30th, 1998 • Igen International Inc /De • Patent owners & lessors • New York
Exhibit 99.6 CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") is entered into as of August 15, 2001 and effective as of November 30, 1996 (the "Effective Date") by and between IGEN International, Inc., a Delaware corporation having its...Consulting Agreement • September 5th, 2001 • Igen International Inc /De • Patent owners & lessors
ARTICLE IRelease and Agreement • July 25th, 2003 • Igen International Inc /De • Patent owners & lessors • New York
EXHIBIT 10.26Stock Pledge Agreement • June 29th, 2001 • Igen International Inc /De • Patent owners & lessors • Maryland
AMONGAccount and Security Agreement • June 30th, 2003 • Igen International Inc /De • Patent owners & lessors • New York
ANDRights Agreement • December 10th, 1996 • Igen Inc /Ca/ • Patent owners & lessors • Delaware
ARTICLE 1 DEFINITIONSGlobal Consent and Agreement • July 25th, 2003 • Igen International Inc /De • Patent owners & lessors • Delaware
Exhibit 99.3 IMPROVEMENTS LICENSE AGREEMENT THIS IMPROVEMENTS LICENSE AGREEMENT (the "Agreement") is made as of the 24th day of July, 2003, by and between Roche Diagnostics GmbH ("ROCHE"), a German limited liability company having a principal place of...Improvements License Agreement • July 28th, 2003 • Igen International Inc /De • Patent owners & lessors • New York
IGEN INTERNATIONAL, INC. 16020 INDUSTRIAL DRIVE GAITHERSBURG, MD 20877 July 24, 2003Joint Venture Agreement • July 25th, 2003 • Igen International Inc /De • Patent owners & lessors
EXHIBIT 4.3Account and Security Agreement • June 29th, 1999 • Igen International Inc /De • Patent owners & lessors • New York
AGREEMENT ---------MST Sublicense Agreement • September 5th, 2001 • Igen International Inc /De • Patent owners & lessors • Delaware
