FORM OF RIGHTS AGREEMENT between CELERA CORPORATION and as Rights AgentRights Agreement • April 10th, 2008 • Celera CORP • Services-commercial physical & biological research • Delaware
In the event that a Person becomes an Acquiring Person, each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of the event set forth above until such time as the Rights are no longer redeemable by the Company as set forth below.
ASSET PURCHASE AGREEMENT BY AND AMONG APPLERA CORPORATIONAsset Purchase Agreement • April 10th, 2008 • Celera CORP • Services-commercial physical & biological research • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of September 19, 2007, among APPLERA CORPORATION, a Delaware corporation, acting through its Celera Group (the “Buyer”), ATRIA GENETICS INC., a Delaware corporation (the “Seller”), MCGINNIS-SEARLES FAMILY TRUST, a trust (“McGinnis Trust”), MALCOLM MCGINNIS, an individual (“McGinnis”), THE KRAUSA FAMILY TRUST, a trust (“Krausa Trust”), PETE KRAUSA, an individual (“Krausa”), JASON STEIN, an individual (“Stein”), THE 2006 CAPPER FAMILY TRUST DATED JULY 25, 2006, a trust (“Capper Trust”), JAN CAPPER, an individual (“Capper”), 2005 DAVID KAHANE AND MICHELLE J. FOX REVOCABLE TRUST, a trust (“Kahane Trust”), and DAVID KAHANE, an individual (“Kahane” and, together with McGinnis Trust, McGinnis, Krausa Trust, Krausa, Stein, Capper Trust, Capper and Kahane Trust, individually a “Principal” and collectively, the “Principals”) and MALCOLM MCGINNIS, as the Representative.
