0000909518-98-000731 Sample Contracts

AGREEMENT
Shareholder Agreement • December 2nd, 1998 • Isp Opco Holdings Inc • Biological products, (no disgnostic substances)

THIS AGREEMENT ("Agreement"), dated as of December 1, 1998, is among York Capital Management, L.P. ("York Capital"), York Investment Limited ("York Investment"), JGD Management Corp. ("JGD" and, together with York Capital and York Investment, collectively, the "York Entities") and the other parties signatory hereto with respect to shares of common stock (the "Shares") of Life Technologies, Inc., a Delaware corporation (the "Company").

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