AGREEMENT AND PLAN OF MERGER Dated as of July 25, 2005 among INVITROGEN CORPORATION, ERROL ACQUISITION CORPORATION and BIOSOURCE INTERNATIONAL, INC.Merger Agreement • July 26th, 2005 • Biosource International Inc • In vitro & in vivo diagnostic substances • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of July 25, 2005 (this “Agreement”), is among INVITROGEN CORPORATION, a Delaware corporation (“Parent”), ERROL ACQUISITION CORPORATION, a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and BIOSOURCE INTERNATIONAL, INC., a Delaware corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 8.11.
THIRD AMENDMENT TO RIGHTS AGREEMENTRights Agreement • July 26th, 2005 • Biosource International Inc • In vitro & in vivo diagnostic substances • Delaware
This Third Amendment to Rights Agreement (this “Amendment”), dated as of July 25, 2005, to the Rights Agreement, dated as of February 25, 1999, between BioSource International, Inc., a Delaware corporation (the “Company”), and U.S. Stock Transfer Corporation (“USSTC”), as Rights Agent, as amended on January 10, 2000 and as further amended on September 28, 2000 (as amended, the “Rights Agreement”).
