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VOTING AGREEMENT

Voting Agreement

VOTING AGREEMENT | Document Parties: STRATAGENE  CORP | Agilent Technologies, Inc | Joseph A. Sorge, You are currently viewing:
This Voting Agreement involves

STRATAGENE CORP | Agilent Technologies, Inc | Joseph A. Sorge,

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Title: VOTING AGREEMENT
Date: 4/11/2007
Industry: Biotechnology and Drugs     Sector: Healthcare

VOTING AGREEMENT, Parties: stratagene  corp , agilent technologies  inc , joseph a. sorge
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Exhibit 10.1

Execution Version

VOTING AGREEMENT

This VOTING AGREEMENT (the “ Agreement ”), dated as of April 5, 2007, is made among Agilent Technologies, Inc., a Delaware corporation (“ Acquiror ”), and Joseph A. Sorge, M.D., J.A. Sorge Trust I, J.A. Sorge Trust II, J.A. Sorge Trust III, J.A. Sorge Trust IV, Joseph A. Sorge Charitable Remainder Trust dated December 26, 2002 and BioSenses Partners, L.P. (collectively, the “ Stockholder ”).

WHEREAS , Acquiror, Jackson Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Acquiror (“ Merger Sub ”) and Stratagene Corporation, a Delaware corporation (the “ Company ”) propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended or supplemented, the “ Merger Agreement ”) providing for the merger of Merger Sub with and into the Company (the “ Merger ”).  For the purposes of this Agreement, capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in the Merger Agreement.

WHEREAS , the Stockholder is the record or beneficial owner of the number of shares of common stock, par value $0.0001, of the Company (the “ Capital Shares ”) set forth on the signature page hereto (such securities, as they may be adjusted by stock dividend, stock split, recapitalization, combination or exchange of shares, merger, consolidation, reorganization or other change or transaction of or by the Company, together with securities that may be acquired either beneficially or of record after the date hereof by the Stockholder, including Capital Shares issuable upon the exercise of options to purchase Capital Shares (as the same may be adjusted as aforesaid), being collectively referred to herein as the “ Securities ”).

WHEREAS , pursuant to the Merger, among other things, all of the issued and outstanding shares of capital stock of the Company will be converted into the right to receive the consideration set forth in the Merger Agreement, all upon the terms and subject to the conditions set forth in the Merger Agreement.

WHEREAS , as a condition to its willingness to enter into the Merger Agreement, Acquiror has requested that the Stockholder enter into this Agreement.

NOW, THEREFORE , to induce Acquiror to enter into, and in consideration of it entering into, the Merger Agreement, and in consideration of the premises and the representations, warranties and agreements contained herein, the parties agree as follows:

1.             Covenants of the Stockholder .  The Stockholder agrees as follows:

(a)           The Stockholder will not directly or indirectly: (i) sell, transfer, exchange, pledge, encumber assign or otherwise dispose of (including by gift), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) or understanding with respect to the sale, transfer, pledge, assignment or other disposition of (a “ Transfer ”), the Securities owned by the Stockholder to any person other than Acquiror or Acquiror’s designee, other than Permitted Transfers; (ii) enter into any voting agreement or

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arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to the Securities (other than this Agreement); or (iii) take any other action that would in any way make any representation or warranty of the Stockholder contained herein untrue or incorrect or restrict, limit or interfere with the performance of his obligations hereunder or the transactions contemplated hereby or, in his capacity as a stockholder of the Company, prevent or delay the consummation of the transactions contemplated hereby.  For purposes of this Agreement, “ Permitted Transfers ” shall mean (i) the Transfer of up to an aggregate of 73,000 shares of Capital Securities per any calendar month as described in the 10b5-1 Sales Plan by and between Joseph A. Sorge, M.D. and Pacific Growth Equities, LLC, dated as of June 8, 2006, and (ii) inter-Stockholder Transfers.

(b)           Until the Merger is consummated or the Merger Agreement is terminated, the Stockholder shall not, nor shall the Stockholder permit any of its Affiliates, officers, directors, trustees, investment bankers, financial advisers, attorneys, accountants, advisors, agents, financing sources (and their respective advisors) and/or other representatives (collectively, “ Representatives ”) to, directly or indirectly, (i) solicit, initiate, seek, endorse, recommend, facilitate or support or knowingly encourage any inquiry, offer or proposal from, furnish any non-public information concerning the Company and/or its subsidiaries to, or participate in any discussions or negotiations with, any Person regarding any Alternative Transaction, (ii) approve, endorse or recommend any Alternative Transaction (except to the extent expressly permitted by the Merger Agreement), or (iii)  enter into any agreement, letter of intent or other similar document or any Contract (whether binding or not) relating to or contemplating any Alternative Transaction Proposal, except and solely to the extent that the Company, the Special Committee or the Company Board, as applicable, are expressly permitted to engage in any of the foregoing activities pursuant to Section 5.2(c) and 5.2(d) of the Merger Agreement. The Stockholder shall, and shall cause its Representatives to, immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Alternative Transaction Proposal and, upon Acquiror’s request, shall request the prompt return or destruction of all confidential information previously furnished to any Person with which the Stockholder or any of its Representatives have engaged in any such activities within the 12-month period preceding the date of this Agreement. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by a Representative of the Stockholder shall be deemed to be a violation of this Section 1(b) by the Stockholder.

(c)           At every meeting of stockholders of the Company called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of stockholders of the Company with respect to any of the following, the Stockholder shall vote, to the extent not voted by the person(s) appointed as proxies under Section 2 , or shall cause the record holder of any Securities on the applicable record date to appear (in person or by proxy) and vote, the Securities: (i) in favor of adoption of the Merger Agreement and approval of the Merger contemplated thereby, including each other action, agreement and transaction contemplated by or in furtherance of the Merger Agreement, the Merger and this Agreement; (ii) against approval of any proposal made in opposition to, or in competition with, consummation of the Merger and the other transactions contemplated by the Merger Agreement; and (iii) against approval of any Alternative Transaction.  The Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing.

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(d)           The Stockholder will not exercise any appraisal or dissenters’ rights to which he may be entitled whether under applicable laws or otherwise in connection with the Merger and the other transactions contemplated by the Merger Agreement.

(e)           The Stockholder hereby gives any consents or waivers that are reasonably required for the consummation of the Merger under the terms of any agreement or instrument to which the Stockholder is a party or subject or in respect of any rights the Stockholder may have in connection with the Merger or the other transactions provided for in the Merger Agreement. Without limiting the generality or effect of the foregoing, the Stockholder hereby waives any and all rights to contest or object to the execution and delivery of the Merger Agreement, the actions of the Company Board or the Special Committee in approving and recommending the Merger, the consummation of the Merger and the other transactions provided for in the Merger Agreement or to seek an injunction to the Merger.

2.             Grant of Irrevocable Proxy Coupled with an Interest; Appointment of Proxy .  Upon the Stockholder’s execution and delivery of this Agreement, the Stockholder hereby irrevocably and unconditionally revokes any and all proxies granted with respect to the Securities other than the proxy granted pursuant to this Section 2 and agrees not to grant any subsequent proxies or enter into any agreement or understanding with any Person to vote or give instructions with respect to the Securities in any manner inconsistent with the terms of this Agreement and the proxy granted pursuant to this Section 2 .  By entering into this Agreement, the Stockholder hereby irrevocably and unconditionally grants a proxy appointing the officers of Acquiror, and each of them, as Stockholder’s sole and exclusive attorneys-in-fact and proxies, with full power of substitution and resubstitution, for and in the Stockholder’s name, to vote, express, consent or dissent, or otherwise to exercise all voting and related rights with respect to the Securities at every annual, special or adjourned meeting of the stockholders of the Company, and in every written consent in lieu of any such meeting, as specifically set forth in Section 1(c) as to the matters specified in Section 1(c) .  The proxy granted by the Stockholder pursuant to this Section 2 is coupled with an interest and is irrevocable until the termination of this Agreement in accordance with its terms and is granted in consideration of Acquiror entering into the Merger Agreement and incurring certain related fees and expenses.  Such irrevocable proxy is executed and intended to be irrevocable in accordance with Section 212(c) of Delaware Law.

3.             Representations and Warranties of the Stockholder .  The Stockholder hereby represents and warrants to A


 
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