Stockholder Agreement Dtd 10/24/01

STOCKHOLDER AGREEMENT


STOCKHOLDER AGREEMENT (this "AGREEMENT"), dated as of October 24, 2001 by and among Abbott Laboratories, an Illinois corporation ("PARENT"), Rainbow Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("SUB"), Amoco Technology Company, a Delaware corporation (the "STOCKHOLDER") and BP America Inc., a Delaware corporation ("BP"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).


WHEREAS, the Stockholder is, as of the date hereof, the record and beneficial owner of 6,662,682 shares of common stock, par value $0.001 per share (the "COMMON STOCK"), of Vysis, Inc., a Delaware corporation (the "COMPANY");


WHEREAS, Parent, Sub and the Company concurrently herewith are entering into an Agreement and Plan of Merger, dated as of the date hereof (the "MERGER AGREEMENT"), which provides, among other things, for the acquisition of the Company by Parent by means of a cash tender offer (the "OFFER") for all of the issued and outstanding shares of Common Stock of the Company and for the subsequent merger (the "MERGER") of Sub with and into the Company upon the terms and subject to the conditions set forth in the Merger Agreement;


WHEREAS, the Company Board has adopted resolutions approving and declaring advisable the Merger Agreement, this Agreement and the other Transactions (such approvals having been made in accordance with the DGCL, including for purposes of Section 203 thereof); and


WHEREAS, as a condition to the willingness of Parent and Sub to enter into the Merger Agreement, Parent has requested that the Stockholder and BP agree and, in order to induce Parent and Sub to enter into the Merger Agreement, the Stockholder and BP have agreed to enter into this Agreement.


NOW, THEREFORE, in consideration of the execution and delivery by Parent and Sub of the Merger Agreement, the foregoing premises and the mutual representations, warranties, covenants and agreements set forth herein and therein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


SECTION 1. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER. The Stockholder hereby represents and warrants to Parent and Sub as follows:


(a) The Stockholder is the record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act, which meaning will apply for all purposes of this Agreement) of 6,662,682 shares of Common Stock (as may be adjusted from time to time pursuant to SECTION 7 hereof, the "SHARES"). Except for the Shares, the Stockholder does not beneficially own or have any right to acquire any securities of the Company, nor is the Stockholder subject to any contract or understanding that obligates it to vote, acquire, or otherwise dispose of or transfer any interest in the Common Stock of the Company or the Shares or that restricts its rights in the Shares in any way.


(b) The Stockholder is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware and has all corporate power and authority required to carry on its business as now conducted.


(c) The execution, delivery and performance by the Stockholder of this Agreement and the consummation by the Stockholder of the transactions contemplated hereby are within the corporate power of Stockholder and have been duly and validly authorized by all necessary corporate action. Assuming that this Agreement constitutes the valid and binding obligation of Parent, Sub and BP, this Agreement constitutes the valid and binding agreement of the Stockholder, enforceable in accordance with its terms subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors, rights generally and to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).


(d) Neither the execution and delivery of this Agreement nor the consummation by the Stockholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract or understanding of any kind to which the Stockholder is a party or by which it is bound or to which the Shares are subject, which in each of the foregoing cases would materially adversely affect Sub, the Purchaser or the transactions contemplated hereby or by the Merger Agreement. Consummation by the Stockholder of the transactions contemplated hereby will not violate, or require any consent, approval or notice under, any provision of any judgment, order, law or regulation applicable to the Stockholder or the Shares, except for any necessary filing under the Exchange Act or the HSR Act, or any non-U.S. merger control or competition laws or any violation or consent, approval or notice the failure of which to obtain would not materially adversely affect Sub, the Purchaser or the transactions contemplated hereby or by the Merger Agreement.


(e) The Shares and the certificates representing the Shares are now and at all times during the term hereof will be held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or any other encumbrances whatsoever ("LIENS"), except for any Permitted Liens or any arising hereunder. The Stockholder will transfer to Sub good title to the Shares, free and clear of all Liens.


SECTION 2. REPRESENTATIONS AND WARRANTIES OF BP. BP hereby represents and warrants to Parent and Sub as follows:


(a) BP is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate power and authority required to carry on its business as now conducted.


(b) The execution, delivery and performance by BP of this Agreement and the consummation by BP of the transactions contemplated hereby are within the corporate power of BP and have been duly and validly authorized by all necessary corporate action. Assuming that this Agreement constitutes the valid and binding obligation of Parent, Sub and Stockholder, this Agreement constitutes the valid and binding agreement of BP, enforceable in accordance with its terms subject to the effect of any applicable bankruptcy, reorganization,


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insolvency, moratorium or similar laws affecting creditors' rights generally and to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).


(c) Neither the execution and delivery of this Agreement nor the consummation by BP of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract or understanding of any kind to which BP is a party or by which it is bound or to which the Shares are subject, which in each of the foregoing cases would materially adversely affect Sub, the Purchaser or the transactions contemplated hereby or by the Merger Agreement. Consummation by BP of the transactions contemplated hereby will not violate, or require any consent, approval or notice under, any provision of any judgment, order, law or regulation applicable to BP or the Shares, except for any necessary filing under the Exchange Act, the HSR Act, any non-U.S. merger control or competition laws or any violation or consent, approval or notice the failure of which to obtain would not materially adversely affect Sub, the Purchaser or the transactions contemplated hereby or by the Merger Agreement.


SECTION 3. REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Each of Parent and Sub hereby, jointly and severally, represents and warrants to the Stockholder as follows:


(a) Each of Parent and Sub is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all corporate power and authority required to carry on its business as now conducted.


(b) The execution, delivery and performance by Parent and Sub of this Agreement and the consummation by Parent and Sub of the transactions contemplated hereby are within the corporate powers of Parent and Sub and have been duly and validly authorized by all necessary corporate action. Assuming that this Agreement constitutes the valid and binding obligation of the Stockholder and BP, this Agreement constitutes the valid and binding agreement of each of Parent and Sub, enforceable in accordance with its terms subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).


(c) Neither the execution and delivery of this Agreement nor the consummation by each of Parent and Sub of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract or understanding of any kind to which either of Parent or Sub is a party or bound, which in each of the foregoing cases would materially adversely affect the Stockholder, BP or the transactions contemplated hereby or by the Merger Agreement. The consummation by each of Parent and Sub of the transactions contemplated hereby will not violate, or require any consent, approval or notice under, any provision of any judgment, order, law or regulation applicable to either Parent or Sub, except for any necessary filing under the Exchange Act, the HSR Act, or any non-U.S. merger control or competition laws which in each of the foregoing cases would materially adversely affect the Stockholder, BP or the transactions contemplated hereby or by the Merger Agreement.


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SECTION 4. PURCHASE AND SALE OF THE SHARES; TERMS OF OFFER.


(a) The Stockholder hereby agrees that it shall tender and sell all the Shares into the Offer promptly, and in any event no later than the fifth Business Day following the commencement of the Offer, and that it shall not withdraw any Shares so tendered so long as the Offer remains outstanding.


(b) Prior to tendering such Shares into the Offer, the Stockholder shall execute and deliver to Parent an affidavit stating, under penalty of perjury, the Stockholder's taxpayer identification number and that the Stockholder is not a foreign person as defined in Section 1445 of the Code and the treasury regulations thereunder. The Stockholder will receive the same price per Share received by the other stockholders of t ...