LOAN AND SECURITY AGREEMENT by and between CONGRESS FINANCIAL CORPORATION as Lender and IVC INDUSTRIES, INC. as Borrower Dated: October 16, 2000Loan and Security Agreement • April 1st, 2002 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • New York
This Loan and Security Agreement dated October 16, 2000 is entered into by and between Congress Financial Corporation, a Delaware corporation (“Lender”) and IVC Industries, Inc., a Delaware corporation (“Borrower”).
PLEDGE AGREEMENTPledge Agreement • April 1st, 2002 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • Delaware
In consideration of a loan made by Inverness Medical Innovations, Inc., a Delaware corporation (together with any successor thereto, the “Company”), to Ron Zwanziger (“Borrower”), under the Promissory Note dated August 16, 2001, and any renewals or extensions thereof made in the sole discretion of the Company (“Note”), Borrower agrees as follows:
Non-Qualified Stock Option Agreement under the Inverness Medical Innovations, Inc.Non-Qualified Stock Option Agreement • April 1st, 2002 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • Delaware
Pursuant to the Inverness Medical Innovations, Inc. 2001 Stock Option and Incentive Plan (the “Plan”), Inverness Medical Innovations, Inc., a Delaware corporation (together with its successors, the “Company”), hereby grants to the Optionee, who is an officer, employee, director, consultant or other key person of the Company or any of its subsidiaries, an option (the “Stock Option”) to purchase on or prior to the Expiration Date all or part of the number of shares of Common Stock, par value $.001 per share (the “Stock”), of the Company specified above (the “Option Shares”) at the Option Exercise Price Per Share. The Optionee agrees to the provisions set forth herein and acknowledges that each such provision is a material condition of the Company’s agreement to grant the Stock Option to him.
LEASE AGREEMENTLease Agreement • April 1st, 2002 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • New Jersey
This Lease (“Lease”) made as of July 28 1998, between: 569 HALLS MILL ROAD, L.L.C., having an address at P.O. Box 622, Rumson, New Jersey 07760 (“Landlord”) and IVC Industries Inc., a New Jersey corporation having an address at 500 Halls Mill Road, Freehold, New Jersey 07728 (“Tenant”).
SUPPLY OF GOODS AGREEMENTSupply of Goods Agreement • April 1st, 2002 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances
ContractTax Allocation Agreement • April 1st, 2002 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances
TAX ALLOCATION AGREEMENT dated as of November 21, 2001 (this “Agreement”), among JOHNSON & JOHNSON, a New Jersey corporation (“Parent”), INVERNESS MEDICAL TECHNOLOGY, INC., a Delaware corporation (the “Company”), and INVERNESS MEDICAL INNOVATIONS, INC., a Delaware corporation and a direct majority owned subsidiary of the Company (“Newco”).
AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 1st, 2002 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • New York
AMENDMENT, dated as of March 19, 2002, by and between IVC INDUSTRIES, INC., a Delaware corporation (“Borrower”), and CONGRESS FINANCIAL CORPORATION, a Delaware corporation (“Lender”).
WARRANT AGREEMENT between INVERNESS MEDICAL INNOVATIONS, INC. and RBS MEZZANINE LIMITED Dated as of December 20, 2001Warrant Agreement • April 1st, 2002 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • Delaware
This WARRANT AGREEMENT is entered into as of December 20, 2001 by and between INVERNESS MEDICAL INNOVATIONS, INC., a Delaware corporation (the “Company”), and RBS MEZZANINE LIMITED, a company organized pursuant to the laws of the United Kingdom (“Purchaser”).
DECEMBER 20, 2001 INVERNESS MEDICAL INNOVATIONS, INC. WARRANT TO PURCHASE COMMON STOCKPurchase Common Stock • April 1st, 2002 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • Delaware
THIS CERTIFIES THAT, FOR VALUE RECEIVED, RBS Mezzanine Limited, or its transferees or assigns (the “Holder”), is entitled to purchase, subject to the provisions of this Warrant, from Inverness Medical Innovations, Inc., a Delaware corporation (the “Company”), 65,000 duly authorized, fully paid, validly issued and nonassessable shares of Common Stock, par value $.001 per share (the “Common Stock”), of the Company (the “Shares”) at a price of $.001 per Share (the “Exercise Price”). The right to purchase the Shares under this Warrant is exercisable, in whole or in part, at any time and from time to time after the date of this Warrant and prior to 5:00 p.m., Boston time, on December , 2010. The Shares deliverable upon exercise of this Warrant (including any adjusted number of Shares issuable pursuant to the provisions of this Warrant) are hereinafter sometimes referred to as “Warrant Shares.” This Warrant is issued pursuant to the Warrant Agreement, dated as of December , 2001, by and betw
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 1st, 2002 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • New York
AMENDMENT, dated June 13, 2001, by and between IVC INDUSTRIES, INC., a Delaware corporation (“Borrower”), and CONGRESS FINANCIAL CORPORATION, a Delaware corporation (“Lender”).
RBS Mezzanine LtdInverness Medical Innovations Inc • April 1st, 2002 • In vitro & in vivo diagnostic substances
To: Inverness Medical Innovations, Inc. (the “Parent Guarantor”) as agent of each Borrower (as defined in the Mezzanine Loan Agreement as defined below)
ContractRestructuring Agreement • April 1st, 2002 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • Delaware
RESTRUCTURING AGREEMENT, dated as of November 21, 2001 (this “Restructuring Agreement”), among INVERNESS MEDICAL TECHNOLOGY, INC., a Delaware corporation (the “Company”), INVERNESS MEDICAL INNOVATIONS, INC., a Delaware corporation and a direct majority owned subsidiary of the Company (“Newco”), and the subsidiaries of the Company party hereto.
OPTION TO ASSUME AND EXTEND LEASEAssume and Extend Lease • April 1st, 2002 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • New Jersey
WHEREAS, BERNARD LEVERE and ZELDA LEVERE, as Landlord, and PIONEER PHARMACEUTICALS, INC., as Tenant, and ESSEX CHEMICAL CORP., as Guarantor, entered into a Lease (the “Lease”) and Guaranty of Lease dated as at December 1, 1986, relating to premises known and designated as 191 40th Street, Irvington, New Jersey (the “Premises”); and
As atInverness Medical Innovations Inc • April 1st, 2002 • In vitro & in vivo diagnostic substances • New Jersey
THIS AGREEMENT, BETWEEN BERNARD LEVERE and ZELDA LEVERE of 684 Carroll Place, Teaneck, New Jersey 07666 as Landlord and PIONEER PHARMACEUTICALS, INC., a Corporation of having an office at 209 40th Street, Irvington, New Jersey 07111 and ESSEX CHEMICAL CORP., a Corporation of , having an office at 1401 Broad Street, Clifton, N.J. 07015, as Guarantor.
Restricted Stock Agreement under the Inverness Medical Innovations, Inc.Restricted Stock Agreement • April 1st, 2002 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • Delaware
Pursuant to the Inverness Medical Innovations, Inc. 2001 Stock Option and Incentive Plan (the “Plan”), Inverness Medical Innovations, Inc., a Delaware corporation (together with its successors, the “Company”), hereby grants, sells and issues to the individual named above, who is an officer, employee, director, consultant or other key person of the Company or any of its subsidiaries, the Shares (as defined below) at the Per Share Purchase Price subject to the terms and conditions set forth herein and in the Plan. The Grantee agrees to the provisions set forth herein and acknowledges that each such provision is a material condition of the Company’s agreement to issue and sell the Shares to him or her. The Company hereby acknowledges receipt of the following consideration in full payment for the Shares: (1) cash in the amount of $0.15; and (2) a full recourse promissory note in the amount of $10,655,583.68. This Agreement shall be subject to and governed by all the terms and conditions of
AGREEMENTAgreement • April 1st, 2002 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances
UNILEVER NV, of Weena 455, 3013 AL, Rotterdam, The Netherlands, previously at Burgermeester s’Jacobplain 1, Rotterdam, (hereinafter collectively called “Unilever”) of the one part,
AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 1st, 2002 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • New York
AMENDMENT, dated as of June 14, 2001, by and between IVC INDUSTRIES, INC., a Delaware corporation (“Borrower”), and CONGRESS FINANCIAL CORPORATION, a Delaware corporation (“Lender”).
ContractClosing Covenants Agreement • April 1st, 2002 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • Delaware
POST-CLOSING COVENANTS AGREEMENT dated as of November 21, 2001 among JOHNSON & JOHNSON, a New Jersey corporation (“Parent”), INVERNESS MEDICAL TECHNOLOGY, INC., a Delaware corporation (the “Company”), the subsidiaries of the Company party hereto (together with the Company, the “Sunrise Companies”), INVERNESS MEDICAL INNOVATIONS, INC., a Delaware corporation (“Newco”), and the subsidiaries of Newco party hereto (the “Newco Subsidiary Indemnitors”).
ContractAn Agreement • April 1st, 2002 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances
AN AGREEMENT made the 14th day of March 1988 BY AND BETWEEN (1) UNILEVER PLC, a British Company, of Unilever House, Blackfriars, London EC4P 4BQ, England, and UNILEVER NV, a Netherlands company, of Burgermeester s’ Jacobplein 1, Rotterdam, Netherlands (herein collectively called ‘Unilever’) OF THE ONE PART AND (2) BEHRINGWERKE AG, a company of the Federal Republic of Germany, of Postfach 11 40, D-3550 Marburg 1, Federal Republic of Germany, (herein called ‘Behringwerke’) OF THE OTHER PART:
as agent of each Borrower (as defined in the Senior Credit Agreement as defined below)Credit Agreement • April 1st, 2002 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances
Unless otherwise defined herein capitalised terms used in this letter shall have the meaning specified in the Senior Credit Agreement.
