EXHIBIT 2.1 TO FORM 8-A RIGHTS AGREEMENT BETWEEN OSTEX INTERNATIONAL, INC. AND CHASEMELLON SHAREHOLDER SERVICES L.L.C. DATED AS OF JANUARY 21, 1997 TABLE OF CONTENTSRights Agreement • January 27th, 1997 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances • Washington
Exhibit 10.7 EXECUTIVE EMPLOYMENT AGREEMENT OSTEX INTERNATIONAL, INC. THOMAS A. BOLOGNA Dated as of July 16, 1997 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this "Agreement") between Ostex International, Inc. (the "Company"),...Executive Employment Agreement • April 1st, 1998 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances • Washington
FIRST AMENDMENT OF LEASE This First Amendment of Lease ("Amendment") is entered into by and between The City of Seattle, a Washington municipal corporation, successor-in-interest- to David A. Sabey and Sandra L. Sabey ("Landlord"), as Landlord and...Lease • March 31st, 1997 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances
September 30, 1997 Wyeth-Ayerst Laboratories P.O. Box 8299 Philadelphia, PA 19101-1245 Dear Sirs: This letter sets forth the proposed terms and conditions for an extension of the Agreement between Ostex International, Inc. ("OSTEX") and Wyeth-Ayerst...Extension Agreement • April 1st, 1998 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances
EXHIBIT 4.1 THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED,...Warrant Agreement • April 17th, 2000 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances • Washington
RESEARCH AGREEMENTResearch Agreement • October 17th, 1997 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances • Washington
RECITALSDevelopment and Distribution Agreement • August 14th, 1998 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances • Washington
SECOND AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • February 20th, 2003 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances • Massachusetts
Reference is hereby made to that certain Amended and Restated Loan Agreement (the “Prior Loan Agreement”), dated as of October 10, 2002, by and among Ostex International, Inc., a Washington corporation (the “Borrower”), and Inverness Medical Innovations, Inc., a Delaware corporation (the “Lender”). This SECOND AMENDED AND RESTATED LOAN AGREEMENT (this “Loan Agreement”) dated as of February 18, 2003, is entered into by and among the Borrower and the Lender to amend and restate the Prior Loan Agreement in its entirety. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Merger Agreement (as defined herein).
RECITALSJoint Development, License and Supply Agreement • October 17th, 1997 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances • Washington
STOCK OPTION AGREEMENTStock Option Agreement • September 10th, 2002 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances • Washington
STOCK OPTION AGREEMENT, dated as of September 6, 2002 (this "Agreement"), is made by and between Ostex International, Inc., a Washington corporation (the "Company"), and Inverness Medical Innovations, Inc., a Delaware corporation ("Parent").
Note: Confidential treatment requested. Exhibit omits information that has been filed separately with the Securities and Exchange Commission. CO-PROMOTION AND SALES REPRESENTATION AGREEMENT This Co-Promotion and Sales Representation Agreement (this...Co-Promotion and Sales Representation Agreement • October 17th, 1997 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances • Massachusetts
AGREEMENT AND PLAN OF MERGER AMONG INVERNESS MEDICAL INNOVATIONS, INC. GERAS ACQUISITION CORP. AND OSTEX INTERNATIONAL, INC. Dated as of September 6, 2002Merger Agreement • September 10th, 2002 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances • Washington
AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of September 6, 2002, by and among Inverness Medical Innovations, Inc., a Delaware corporation ("Parent"), Geras Acquisition Corp., a Washington corporation and a wholly owned subsidiary of Parent ("MergerCo"), and Ostex International, Inc., a Washington corporation (the "Company"). Certain capitalized terms used in this Agreement are defined in Section 9.9 hereof.
VOTING AGREEMENTVoting Agreement • September 10th, 2002 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances • Washington
This Voting Agreement (the "Agreement") is made and entered into as of September 6, 2002, by and between Inverness Medical Innovations, Inc., a Delaware corporation ("Parent"), Ostex International, Inc., a Washington corporation (the "Company") and the undersigned shareholders (each a "Shareholder" and collectively, the "Shareholders") of the Company. Capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).RECITALS
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • September 19th, 2002 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances • Washington
This FIRST AMENDMENT TO RIGHTS AGREEMENT dated as of September 5, 2002 (the "Amendment") is entered into by and between Ostex International, Inc., a Washington corporation (the "Company"), and Mellon Investor Services LLC (the "Rights Agent").
SECOND AMENDMENT TO RIGHTS AGREEMENTRights Agreement • February 21st, 2003 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances • Washington
This SECOND AMENDMENT TO RIGHTS AGREEMENT dated as of February 18, 2003 (the "Second Amendment") is entered into by and between Ostex International, Inc., a Washington corporation (the "Company"), and Mellon Investor Services LLC (the "Rights Agent").
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 20th, 2003 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances
AMENDMENT AGREEMENTAmendment Agreement • November 15th, 2002 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances
This Amendment Agreement between Ostex International, Inc. (the “Company”), a Washington corporation, and Thomas A. Bologna (“Executive”) is dated and entered into as of February 10, 1998.
Contact:Merger Agreement • February 20th, 2003 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances
AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT BETWEEN THE WASHINGTON RESEARCH FOUNDATION AND OSTEX INTERNATIONAL, INC.Exclusive License Agreement • November 15th, 2002 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances
This Amendment is made as of September 5, 2002 (the “Effective Date”), by and between the Washington Research Foundation, a not-for-profit Washington corporation (“WRF”), and Ostex International, Inc., a Washington corporation (“Ostex”). This Amendment amends the Exclusive License Agreement by and between the WRF and Ostex made on February 10, 1994 (“Agreement”).
SECOND AMENDMENT TO OSTEOMARK-registered trademark- LICENSE AGREEMENTOsteomark License Agreement • April 1st, 1998 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances
SERUM OSTEOMARK LICENSE AGREEMENTLicense Agreement • May 1st, 2002 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances
This License Agreement (“Agreement”) is made and entered into as of February 20, 2002 (“Effective Date”), by and between Ostex International, Inc., a Washington corporation (“Ostex”) and Mochida Pharmaceutical Co., Ltd., a Japanese corporation (“Mochida”).
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • November 15th, 2002 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances
This Amendment No. 2 between Ostex International, Inc. (the “Company”), a Washington corporation, and Thomas A. Bologna (“Executive”) is dated and entered into as of January 16, 2002.
RECITALSJoint Development, License and Co-Marketing Agreement • November 14th, 1997 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances • Washington
MASTER LOAN AND SECURITY AGREEMENTMaster Loan and Security Agreement • March 22nd, 2001 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances • Illinois
THIS AGREEMENT dated as of October 23, 2000, is made by Ostex International, Inc. (the "Borrower"), a Washington corporation having its principal place of business and chief executive office at 2203 Airport Way South, Suite 400, Seattle, WA 98134, in favor of Transamerica Business Credit Corporation, a Delaware corporation (the "Lender"), having its principal office at Riverway II, West Office Tower, 9399 West Higgins Road, Rosemont, Illinois 60018.
February 18, 2003 Inverness Medical Innovations, Inc. 51 Sawyer Road Suite 200 Waltham, MA 02453-3448 Re: Letter Amendment to Voting Agreement Ladies and Gentlemen: We refer to the Voting Agreement dated as of September 6, 2002 ( the “Voting...Voting Agreement • February 20th, 2003 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances • Washington
The Voting Agreement was entered into in conjunction with the Agreement and Plan of Merger, dated as of September 6, 2002 (the “Merger Agreement”), by and among Parent, Geras Acquisition Corp., a wholly owned subsidiary of Parent (“MergerCo”), and the Company (each a “Party” and collectively, the “Parties”). The Merger Agreement provides that either Parent or the Company may terminate the Merger Agreement if Parent has not, on or before November 15, 2002, received the necessary consent of its lenders to consummate the merger. In connection with Parent’s continuing efforts to obtain such consent, the Parties are simultaneously with the execution of this Letter Agreement entering into an Amendment to the Agreement and Plan of Merger, dated as of February 18, 2003 (the “Amendment”) by which the Company has agreed to a reduction of the consideration payable by Parent under the Merger Agreement.
AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENTEmployment Agreement • November 15th, 2002 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances
This Amendment No. 3 between Ostex International, Inc. (the “Company”), a Washington corporation, and Thomas A. Bologna (“Executive”) is dated and entered into as of July 9, 2002.
MANUFACTURING AND LICENSE AGREEMENTManufacturing and License Agreement • August 14th, 2000 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances • Washington
