EXECUTION VERSION AGREEMENT AND PLAN OF MERGER DATED AS OF SEPTEMBER 7, 2005Merger Agreement • October 21st, 2005 • Caliper Life Sciences Inc • Laboratory analytical instruments • Delaware
EXHIBIT 4.3 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT is made as of the 23rd day of August, 2000, by and between Caliper Technologies Corp. (the "Company"), a corporation organized under the laws of the State of Delaware, with its principal offices...Purchase Agreement • September 15th, 2000 • Caliper Technologies Corp • Laboratory analytical instruments • Delaware
COMMON STOCKUnderwriting Agreement • December 7th, 1999 • Caliper Technologies Corp • Laboratory analytical instruments • New York
Exhibit 1.1 ----------- JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G/A, dated February 10, 2003(the "Schedule 13G/A"), with respect to the Common Stock, $.001 par value, of Caliper Technologies Corp. is, and...Joint Filing Agreement • February 10th, 2003 • Caliper Technologies Corp • Laboratory analytical instruments
The undersigned hereby agree that the Statement on Schedule 13G/A, dated February 10, 2003(the "Schedule 13G/A"), with respect to the Common Stock, $.001 par value, of Caliper Technologies Corp. is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13G/A and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G/A and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 25th, 2003 • Caliper Technologies Corp • Laboratory analytical instruments • Delaware
1 EXHIBIT 10.22 AMENDMENT TO STOCK OPTION AGREEMENT This AMENDMENT TO STOCK OPTION AGREEMENT ("Amendment"), is made this 25th day of August, 1995, by and between MICHAEL R. KNAPP ("Knapp"), J. MICHAEL RAMSEY ("Ramsey, together with Knapp, the...Stock Option Agreement • November 17th, 1999 • Caliper Technologies Corp • Laboratory analytical instruments
October 15, 1998 LEASE AGREEMENT by and between 605 EAST FAIRCHILD ASSOCIATES, L.P., a California limited partnershipLease Agreement • October 12th, 1999 • Caliper Technologies Corp
BACKGROUNDModification Agreement • March 28th, 2003 • Caliper Technologies Corp • Laboratory analytical instruments • California
EXHIBIT 10.8 CALIPER TECHNOLOGIES CORP. AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENTInvestors' Rights Agreement • October 12th, 1999 • Caliper Technologies Corp • California
LEASELease • September 15th, 2000 • Caliper Technologies Corp • Laboratory analytical instruments • California
1. 2 developing strategic relationships and developing products, to be achieved in calendar year 1999. The intent of the bonus plan is that Employee's complete achievement of such goals shall result in a bonus equaling 50% of Employee's Base Salary.Employment Agreement • October 12th, 1999 • Caliper Technologies Corp • California
Exhibit 10.35 AMPHORA DISCOVERY CORP. KNAPP FOUNDER RESTRICTED STOCK PURCHASE AGREEMENT This Restricted Stock Purchase Agreement (the "Agreement") is entered into as of October 8, 2001, by and between Amphora Discovery Corp., a Delaware corporation...Restricted Stock Purchase Agreement • November 14th, 2001 • Caliper Technologies Corp • Laboratory analytical instruments • California
ANDRights Agreement • December 19th, 2001 • Caliper Technologies Corp • Laboratory analytical instruments • Delaware
Exhibit 10.36 AMPHORA DISCOVERY CORP. KNIGHTON CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is made and entered into as of the 14th day of October, 2001 by and between Amphora Discovery Corp., a Delaware corporation (the "Company"),...Consulting Agreement • November 14th, 2001 • Caliper Technologies Corp • Laboratory analytical instruments • California
AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 10th, 2004 • Caliper Life Sciences Inc • Laboratory analytical instruments
RECITALSKey Employee Agreement • March 15th, 2004 • Caliper Life Sciences Inc • Laboratory analytical instruments • California
RECITALSConsulting Agreement • March 15th, 2004 • Caliper Life Sciences Inc • Laboratory analytical instruments • California
RECITALSIndemnification Agreement • October 12th, 1999 • Caliper Technologies Corp • Delaware
AMONGMerger Agreement • March 14th, 2006 • Caliper Life Sciences Inc • Laboratory analytical instruments • Delaware
RECITALConsulting Agreement • October 12th, 1999 • Caliper Technologies Corp • California
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 25th, 2003 • Caliper Technologies Corp • Laboratory analytical instruments
EXHIBIT 10.11 FORM OF STOCK OPTION GRANT AGREEMENT FOR ACQUISITION EQUITY INCENTIVE PLAN CALIPER TECHNOLOGIES CORP. ACQUISITION EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Pursuant to your Stock Option Grant Notice ("Grant Notice") and this Stock...Stock Option Agreement • March 16th, 2005 • Caliper Life Sciences Inc • Laboratory analytical instruments
1 EXHIBIT 10.31 ACLARA BIOSCIENCES, INC. COMMON STOCK ISSUANCE AGREEMENT THIS COMMON STOCK PURCHASE AGREEMENT (this "AGREEMENT") is made as of March __, 2001 by and between ACLARA BIOSCIENCES, INC., a Delaware corporation (the "COMPANY"), and Caliper...Common Stock Purchase Agreement • May 14th, 2001 • Caliper Technologies Corp • Laboratory analytical instruments • California
EXHIBIT 10.58 July 2, 2003 James Knighton c/o Caliper Technologies Corp. 605 Fairchild Dr. Mountain View, CA 94043-2234 Dear Jim: This letter constitutes the agreement (the "Agreement") that Caliper Technologies Corp. (the "Company") is offering to...Separation Agreement • November 14th, 2003 • Caliper Technologies Corp • Laboratory analytical instruments • California
EXHIBIT 10.42 December 18, 2001 Amgen Inc. ("Amgen") One Amgen Center Drive Building 29 Thousand Oaks, CA 91320 Attention: Philip Tagari Associate Director, Research RE: AMENDMENT NUMBER 2 TO TECHNOLOGY ACCESS AGREEMENT Dear Phil: We have realized...Technology Access Agreement • March 29th, 2002 • Caliper Technologies Corp • Laboratory analytical instruments
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 8th, 2008 • Caliper Life Sciences Inc • Laboratory analytical instruments • Ohio
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of February 15, 2008 (the “Effective Date”) between (a) SILICON VALLEY BANK, a California corporation and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”), and (b) CALIPER LIFE SCIENCES, INC., a Delaware corporation (“Caliper”), NOVASCREEN BIOSCIENCES CORPORATION, a Maryland corporation (“NovaScreen”), XENOGEN CORPORATION, a Delaware corporation (“Xenogen”), and XENOGEN BIOSCIENCES CORPORATION, an Ohio corporation (“Xenogen Biosciences”) (hereinafter, Caliper, NovaScreen, Xenogen, and Xenogen Biosciences are jointly and severally, individually and collectively, referred to as “Borrower”), amends and restates a certain Loan and Security Agreement by and among Borrower and Bank dated as of August 9, 2006, as amended, and provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties
BACKGROUNDCollaboration Agreement • August 14th, 2003 • Caliper Technologies Corp • Laboratory analytical instruments • California
KEY EMPLOYEE AGREEMENT FOR DR. DANIEL KISNERKey Employee Agreement • November 14th, 2002 • Caliper Technologies Corp • Laboratory analytical instruments • California
EXHIBIT 10.6 CALIPER LIFE SCIENCES, INC. 1999 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT (INCENTIVE AND NONSTATUTORY STOCK OPTIONS) Pursuant to your Stock Option Grant Notice ("Certificate") and this Stock Option Agreement, Caliper Life Sciences,...Stock Option Agreement • March 16th, 2005 • Caliper Life Sciences Inc • Laboratory analytical instruments
EXHIBIT 10.59 July 10, 2003 Anthony Hendrickson c/o Caliper Technologies Corp. 605 Fairchild Dr. Mountain View, CA 94043-2234 Dear Tony: This letter constitutes the agreement (the "Agreement") that Caliper Technologies Corp. (the "Company") is...Separation Agreement • November 14th, 2003 • Caliper Technologies Corp • Laboratory analytical instruments • California
EXHIBIT 10.67 January 23, 2004 James Knighton c/o Caliper Life Sciences, Inc.("Caliper") 605 Fairchild Dr. Mountain View, CA 94043-2234 Dear Jim: Pursuant our agreement late last year to extend your employment with Caliper, this amended and restated...Separation Agreement • March 15th, 2004 • Caliper Life Sciences Inc • Laboratory analytical instruments • California
LEASE BETWEEN CALIPER LIFE SCIENCES, INC., AS TENANT AND BCIA NEW ENGLAND HOLDINGS LLC, AS LANDLORD 68 and 78 Elm Street, Hopkinton, MassachusettsLease Agreement • March 13th, 2009 • Caliper Life Sciences Inc • Laboratory analytical instruments • Delaware
THIS LEASE is dated as of April 25, 2005 between the Landlord and the Tenant named below, and is of space in the Buildings described below.
EXHIBIT 10.60 September 17, 2003 William M. Wright III Caliper Technologies Corp. 605 Fairchild Dr. Mountain View, CA 94043-2234 Dear Bill: This letter constitutes the agreement (the "Agreement") that Caliper Technologies Corp. (Caliper) is offering...Severance Agreement • November 14th, 2003 • Caliper Technologies Corp • Laboratory analytical instruments • California
EXHIBIT 10.44 February 28, 2002 Craig Muir Vice President, Platform Technology Millennium Pharmaceuticals, Inc. 75 Sidney Street Cambridge, MA 02139 RE: Amendment Number 2 to Technology Access and Applications Development Agreement between Millennium...Technology Access and Applications Development Agreement • March 29th, 2002 • Caliper Technologies Corp • Laboratory analytical instruments
VOTING AGREEMENTVoting Agreement • September 15th, 2011 • Caliper Life Sciences Inc • Laboratory analytical instruments • Delaware
THIS STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is made and entered into as of September 7, 2011, by and among PerkinElmer, Inc., a Massachusetts corporation (“Parent”), the undersigned stockholder (“Stockholder”) of Caliper Life Sciences, Inc., a Delaware corporation (the “Company”), and solely with respect to Section 2(c) hereof, the Company.
