CHANGE-IN-CONTROL AGREEMENTChange in Control Agreement • May 10th, 2004 • Invitrogen Corp • Biological products, (no disgnostic substances) • Delaware
This CHANGE IN CONTROL AGREEMENT (“the Agreement”) by and between INVITROGEN CORPORATION, a Delaware Corporation (the “Company”), and Nicholas Barthelemy (the “Executive”), dated as of the 10th day of March 2004.
INVITROGEN CORPORATION RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • May 10th, 2004 • Invitrogen Corp • Biological products, (no disgnostic substances) • California
Invitrogen Corporation (the “Company”) has granted to Karen Gibson (the “Participant”) an Award consisting of Shares subject to the terms and conditions set forth in this Restricted Stock Agreement (the “Agreement”). The Award has been granted pursuant to the Invitrogen Corporation 2002 Stock Incentive Plan (formerly the Molecular Probes, Inc. 2002 Stock Incentive Plan) (the “Plan”) and as an essential and material inducement to the Participant accepting employment with the Company. By signing this Agreement, the Participant: (a) represents that the Participant has read and is familiar with the terms and conditions of the Award, this Agreement and the Plan, (b) accepts the Award subject to all of the terms and conditions of this Agreement and the Plan, (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under this Agreement, and (d) acknowledges receipt of a copy of this Agreement and the Plan.
REGISTRATION RIGHTS AGREEMENT DATED AS OF FEBRUARY 19, 2004 by and among INVITROGEN CORPORATION and UBS SECURITIES LLC BEAR, STEARNS & CO. INC.Registration Rights Agreement • May 10th, 2004 • Invitrogen Corp • Biological products, (no disgnostic substances) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 19, 2004 by and among Invitrogen Corporation, a Delaware corporation (the “Company”), and UBS Securities LLC and Bear, Stearns & Co. Inc. (each an “Initial Purchaser” and collectively, the “Initial Purchasers”). The Company proposes to issue and sell to the Initial Purchasers (the “Initial Placement”) $450,000,000 in aggregate principal amount of its 1.5% Convertible Senior Notes due 2024 (the “Firm Convertible Notes”). The Company also proposes to issue and sell to the Initial Purchasers not more than $67,500,000 in aggregate principal amount of its 1.5% Convertible Senior Notes due 2024 (the “Additional Convertible Notes” and, together with the Firm Convertible Notes, the “Notes”). As an inducement to the Initial Purchasers to enter into the purchase agreement, dated as of February 12, 2004 (the “Purchase Agreement”), and in satisfaction of a condition to the Initial Purchasers’ obligations
