EXHIBIT 10.29


 
 


Boston
Biomedica Inc.  —  Agreement


 


This Agreement is entered into as of the 7th
day of July, 2003, between Boston Biomedica Inc. (“the Company”) and Richard T.
Schumacher (“Schumacher”). 


 


WHEREAS, Schumacher has proposed two nominees
for election to the Board of Directors of the Company (the “Board”) at the next
Annual Meeting of Stockholders and is willing to withdraw such nominations and
not proceed with any proxy solicitation for such Annual Meeting of Stockholders
in consideration of the Company’s entering into this Agreement;


 


NOW, THEREFORE, in consideration of the
mutual covenants and promises herein contained, the receipt and sufficiency of
which is hereby acknowledged, and intending to be legally bound, it is hereby
agreed by and between the parties as follows:


 


1.                                     Board of
Directors.  Upon expiration of the term
of Fran Capitanio as a member of the Board, he will not stand for
reelection.  The Board, following a
further review and consideration of the qualifications of R. Wayne Fritzsche
and Russell B. Richerson as candidates to fill the vacancy, will select one of
these individuals as the nominee of the Board to fill the vacancy on the Board
left by Fran Capitanio.  The Company
currently anticipates holding its 2003 Annual Meeting of Stockholders before
the end of September 2003.


 


2.                                     Proxy
Solicitation.  By entering into this
Agreement, Schumacher hereby withdraws his two nominees for election to the
Board for the Company’s 2003 Annual Meeting of Stockholders, or special meeting
in lieu thereof.  Schumacher shall not
proceed with or undertake any proxy solicitation for such Annual Meeting of
Stockholders, or special meeting in lieu thereof, provided that the Company has
complied with all of its agreements with Schumacher.


 


3.                                     Disclosure.  Promptly following the execution of this
Agreement, Schumacher shall amend his Schedule 13D filing with the Securities
and Exchange Commission to reflect the withdrawal of his nominees for election
as directors for the Company’s next Annual Meeting of Stockholders and his
agreement not to proceed with the solicitation of any proxies for such
meeting.  He shall submit such amendment
to Schedule 13D to the Company for its review and comment prior to filing with the
Securities and Exchange Commission.  The
Company shall issue a press release to announce Schumacher’s amendment to his
Schedule 13D.  The Company shall
promptly submit the press release to Schumacher for his review and approval
prior to release to the public.


 


4.                                     Right to
Injunction.  The parties hereto
acknowledge that the actions to be taken by Schumacher under this Agreement,
the rights and privileges granted to the Company under the Agreement, the
benefits to be received by Schumacher and the obligations of the Company
hereunder are of a special, unique, unusual, and extraordinary character which
gives them a peculiar value, the loss of which cannot be reasonably or
adequately compensated by damages in any action at law, and the breach by
either party of any of the provisions of this Agreement will cause the other
irreparable injury and damage.  The
parties expressly agree that each party shall be entitled to


 


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injunctive
and other equitable relief in the event of, or to prevent, a breach of any
provision of this Agreement by the 
other party. Resort to such equitable relief, however, shall not be
construed to be a waiver of any other rights or remedies that such party may
have for damages or otherwise.  The
various rights and remedies of the parties under this Agreement or otherwise
shall be construed to be cumulative, and no one of the them shall be exclusive
of any other or of any right or remedy allowed by law.


 


5.                                     Successors and
Assigns.  All of the provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, if any, successors, and assigns, provided, however,
Schumacher shall not assign any of his rights under this Agreement, or delegate
the performance of any of his duties hereunder, without the prior written
consent of the Company.


 


6.                                     Choice of
Law.  The laws of the Commonwealth of
Massachusetts shall govern the validity of this Agreement, the construction of
its terms and the interpretation of the rights and duties of the parties
hereto.


 


7.                                     Arbitration.
Any controversies arising out of the terms of this Agreement or its
interpretation shall be settled in Massachusetts in accordance with the rules
of the American Arbitration Association, and the judgment upon award may be entered
in any court having jurisdiction thereof.


 


8.                                     Headings.  Section headings are not to be considered a
part of this Agreement and are not intended to be a full and accurate
description of the contents hereof.


 


9.                                     Waiver.  No failure or delay by either part in
exercising any right under this Agreement will operate as a waiver of such
right or any other right under this Agreement. Waiver by one party hereto of
breach of any provision of this Agreement by the other shall not operate or be
construed as a continuing waiver.


 


10.                               Notices.  Any and all notices, demands, or other
communications required or desired to be given hereunder by any party shall be
in writing and shall be validly given or made to another party if personally
served, or if deposited  in the United
States mail, certified or registered, postage prepaid, return receipt
requested. If such notice or demand is served personally, notice shall be
deemed constructively made at the time of such personal service.  If such notice, demand or other communication
is given by mail, such notice shall be conclusively deemed given five days
after deposit thereof in the United States mail addressed to the party to whom
such notice, demand or other communication is to be given as follows:


 


If
to Schumacher:


 


Richard
T. Schumacher


65
Black Pond Lane


Taunton,
MA 02780


 


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If
to the Company:


 


Boston
Biomedica, Inc.


375
West Street


West
Bridgewater, MA 02379


 


Any party hereto may change its address for
purposes of this paragraph by written notice given in the manner provided
above.


 


11.                               Modification or
Amendment.  No amendment, change or
modification of this Agreement shall be valid unless in writing signed by the
parties hereto.


 


12.                               Entire
Understanding.  This document and any
exhibit attached constitute the entire understanding and agreement of the
parties, and any and all prior agreements, understandings, and representations
whether written or oral are hereby terminated and canceled in their entirety
and are of no further force and effect.


 


13.                               Unenforceability
of Provisions.  If any provision of this
Agreement, or any portion thereof, is held to be invalid and unenforceable,
then the remainder of this Agreement shall nevertheless remain in full force
and effect.


 


14.                               Counterparts.  This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


15.                               Captions.  Captions have been inserted solely for the
convenience of reference and in no way define, limit or describe the scope or
substance of any provisions of this Agreement.


 


                                                IN WITNESS
WHEREOF the undersigned have executed this Agreement as of the day and year
first written above.  The parties hereto
agree that facsimile signatures shall be as effective as if originals.


 


Boston Biomedica Inc.


 


	
  By: 

  	
  /s/ Kevin W. Quinlan

  	
   

  	
  /s/ Richard T. Schumacher

  
	
   

  	
  Kevin W. Quinlan

  	
   

  	
  Richard T. Schumacher

  
	
   

  	
  President, Chief Operating

  	
   

  	
   

  
	
   

  	
  Officer and Treasurer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


 


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