OSMETECH PLC AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of , 2008Deposit Agreement • September 12th, 2008 • Osmetech PLC • New York
DEPOSIT AGREEMENT dated as of , 2008, among OSMETECH PLC, a public company limited by shares, incorporated under the laws of the England and Wales (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders from time to time of American Depositary Shares issued hereunder.
OSMETECH PLC Ordinary Shares (in the form of Ordinary Shares or American Depositary Shares) Underwriting AgreementUnderwriting Agreement • September 12th, 2008 • Osmetech PLC • New York
Osmetech plc, a public limited company incorporated under the laws of England and Wales with registered number 2849544 (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Lazard Capital Markets LLC (the “Representative”) is acting as representative, an aggregate of [•] Ordinary Shares, nominal value 0.10 British pence per share (the “Ordinary Shares”), and an option to purchase up to [•] additional Ordinary Shares. The aggregate of [•] Ordinary Shares to be sold by the Company are herein called the “Firm Shares” and the aggregate of [•] additional Ordinary Shares to be sold by the Company are herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”. The respective numbers of Firm Shares to be purchased by each of the several Underwrite
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • September 12th, 2008 • Osmetech PLC
This Agreement is made effective the 15th day of October, 2007, by and between Marshfield Clinic (hereinafter called "MARSHFIELD CLINIC”), a nonstock, nonprofit Wisconsin corporation, and Osmetech Molecular Diagnostics (hereinafter called “Licensee”), a corporation organized and existing under the laws of Delaware;
COMMERCIAL LEASECommercial Lease • September 12th, 2008 • Osmetech PLC
* In year 1, rent is based on the leased premises less the existing warehouse area. Rent payments subject to adjustment based on measurement of actual square footage.
AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE- TENANT LEASE — NET (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS)Standard Industrial/Commercial Single-Tenant Lease - Net • September 12th, 2008 • Osmetech PLC
LEASE BY AND BETWEEN Collis P. & Howard Huntington Memorial Hospital Trust, a Testamentary Charitable Trust as Landlord and Motorola Inc., a Delaware corporation, as Tenant.Lease • September 12th, 2008 • Osmetech PLC
THIS LEASE (“Lease”), made and entered into this 30th day of June 2004 (the “Effective Date”), between Collis P. & Howard Huntington Memorial Hospital Trust, a Testamentary Charitable Trust having an address at 100 W. California Blvd., Pasadena, CA (herein called “Landlord”) and MOTOROLA, INC., a Delaware corporation, having an office at 1301 East Algonquin Road, Schaumburg, Illinois 60196 (herein called “Tenant”);
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • September 12th, 2008 • Osmetech PLC • North Carolina
THIS EXCLUSIVE LICENSE AGREEMENT is made and entered into this ___day of December 1996 between THE UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL having an address at CB # 4105, 308 Bynum Hall, Chapel Hill, N.C. 27599-4105 (hereinafter referred to as “University”) and Xanthon, Inc., a corporation organized and existing under the laws of Delaware and having an address at c/o Intersouth Partners, 1000 Park Forty Plaza, Suite 290, Research Triangle Park, North Carolina 27709 (hereinafter referred to as “Licensee”).
Dated December 22, 2004 and LICENCE AGREEMENTLicence Agreement • September 12th, 2008 • Osmetech PLC • England and Wales
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY ASTERISKS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
SECOND AMENDMENT TO LICENSE AGREEMENTLicense Agreement • September 12th, 2008 • Osmetech PLC • California
This Second Amendment to the License Agreement is effective as of the 20th day of June, 2000 (the “Second Amendment Effective Date”) between California Institute of Technology, 1200 East California Boulevard, Pasadena, California 91125 (“CALTECH”) and Clinical Micro Sensors, Inc. (“LICENSEE”):
