Sicor Inc Watch

from 10-Q 9 pages Restated and Amended Indemnity Agreement

from 8-K 11 pages Whereas, Each Stockholder Owns (Of Record and Beneficially) the Number of Shares of Songbird Common Stock, Par Value $0.01 Per Share, Set Forth Opposite Such Stockholder’s Name on Schedule a Hereto (Such Shares of Songbird Common Stock Being Referred to Herein as the “Original Shares”; the Original Shares, Together With Any Other Shares of Songbird Common Stock, Other Capital Stock of the Company or Other Voting Securities of the Company Beneficially Owned as of the Date Hereof as Reflected in Schedule a or Acquired (Of Record or Beneficially) by Such Stockholder After the Date of This Agreement and During the Term of This Agreement (Including Through the Exercise of Any Warrants, Stock Options or Similar Instruments), Being Collectively Referred to Herein as the “Subject Shares”); and Whereas, as a Condition to Its Willingness to Enter Into the Merger Agreement, Parent Has Required That the Stockholders Enter Into This Agreement. Now, Therefore, in Consideration of the Foregoing and the Representations, Warranties, Covenants and Agreements Set Forth Herein and in the Merger Agreement, the Parties Hereto Agree as Follows: Section 1. Representations and Warranties of the Stockholders. Each Stockholder Hereby Severally Represents and Warrants to Parent as Follows

from S-8 ~10 pages Sicor Inc. Amended and Restated 1997 Long-Term Incentive Plan

from S-8 ~5 pages Sicor Inc. Amended and Restated Employee Stock Purchase Plan

from 10-K ~5 pages Ninth Amendment to Manufacturing & Distribution Ageement

from 10-K 1 page Eighth Amendment to Manufacturing & Distribution Ageement

from 10-K ~5 pages April 15, 2002 Mr. Jack E. Stover 1089 Eagle Road Newtown, Pa 18940 Dear Jack: We Are Pleased That You Have Joined US as Executive Vice President, Chief Financial Officer and Treasurer of Sicor Inc. (The "Company"), Effective April 15, 2002. We Are All Enthusiastic About the Prospect of Working With You. This Agreement Sets Forth the Basic Terms and Conditions of Your Employment With the Company. by Signing This Agreement, You Will Be Agreeing to These Terms: 1. Duties and Scope of Employment. (A) Position. the Company Agrees to Employ You as Its Executive Vice President, Chief Financial Officer and Treasurer, With the Powers and Duties Commensurate With Such Position. You Will Report to the President and Chief Executive Officer

from 10-Q 1 page Amendment No. 1 to Letter Agreement

from S-8 ~10 pages Sicor Inc. Amended and Restated 1997 Long-Term Incentive Plan

from 10-K ~5 pages Severance Agreement

from 8-K ~5 pages Mr. Marvin S. Samson P.O. Box 2730 Cherry Hill, Nj 08034 Dear Marvin: We Are Pleased That You Have Joined US as President and Chief Executive Officer of Sicor Inc. (The "Company"), Effective September 9, 2001. We Are All Enthusiastic About the Prospect of Working With You. This Agreement Sets Forth the Basic Terms and Conditions of Your Employment With the Company. by Signing This Agreement, You Will Be Agreeing to These Terms: 1. Duties and Scope of Employment. (A) Position. the Company Agrees to Employ You as Its President and Chief Executive Officer. You Will Report to the Board of Directors of the Company (The "Board") and Have the Powers and Duties Commensurate With Such Position

from 10-K/A ~50 pages Material contract

from 10-Q ~50 pages Material contract

from 10-Q ~5 pages Material contract

from S-8 ~10 pages Material contract

from S-8 ~5 pages Material contract

from 10-Q ~20 pages Material contract

from 10-Q ~5 pages Employment Agreement

from S-8 ~5 pages Amendment and Restated Employeee Stock Plan

from S-8 ~10 pages Amendment and Restated 1997 Long Term Incentive Plan