EXHIBIT 99.1 AGREEMENT AND PLAN OF MERGER Dated as of July 24, 2003,Merger Agreement • July 25th, 2003 • Igen International Inc /De • Patent owners & lessors • Delaware
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...Merger Agreement • July 25th, 2003 • Igen International Inc /De • 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.
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
ARTICLE IRelease and Agreement • July 25th, 2003 • Igen International Inc /De • Patent owners & lessors • New York
EXHIBIT 99.3 POST-CLOSING COVENANTS AGREEMENT Dated as of July 24, 2003,Post-Closing Covenants Agreement • July 25th, 2003 • Igen International Inc /De • Patent owners & lessors • New York
ARTICLE 1 DEFINITIONSGlobal Consent and Agreement • July 25th, 2003 • Igen International Inc /De • Patent owners & lessors • Delaware
IGEN INTERNATIONAL, INC. 16020 INDUSTRIAL DRIVE GAITHERSBURG, MD 20877 July 24, 2003Merger Agreement • July 25th, 2003 • Igen International Inc /De • Patent owners & lessors
ONGOING LITIGATION AGREEMENTOngoing Litigation Agreement • July 25th, 2003 • Igen International Inc /De • Patent owners & lessors • New York
