WITNESSETHStock Purchase Agreement • March 4th, 2003 • Cepheid • Laboratory analytical instruments • California
UNDERWRITING AGREEMENT UNDERWRITING AGREEMENTUnderwriting Agreement • May 18th, 2000 • Cepheid • Laboratory analytical instruments • New York
1 EXHIBIT 10.13 SHAREHOLDERS AGREEMENT entered into as of the 4th day of February, 2000. BETWEEN INFECTIO DIAGNOSTIC (I.D.I.) INC., a corporation incorporated under the laws of the Province of Quebec ("IDI") AND CEPHEID, a corporation incorporated...Shareholders Agreement • April 7th, 2000 • Cepheid • Quebec
CEPHEIDCepheid • January 29th, 2004 • Laboratory analytical instruments • New York
DATE: February 4, 2014 TO: Cepheid Sunnyvale, California 94089 ATTENTION: Chief Financial Officer TELEPHONE: (408) 541-4191 FACSIMILE: (408) 541-6439 FROM: Jefferies LLC TELEPHONE: (212) 284-2300 SUBJECT: Base Call Option Transaction Reference...Cepheid • February 10th, 2014 • Laboratory analytical instruments • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Jefferies LLC (“Dealer”) and Cepheid (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
1 EXHIBIT 10.1 STANDARD INDUSTRIAL LEASE BY AND BETWEEN MARIN COUNTY EMPLOYEES RETIREMENT ASSOCIATIONCepheid • April 7th, 2000 • California
RIGHTS AGREEMENT BETWEEN CEPHEID AND COMPUTERSHARE TRUST COMPANY, AS RIGHTS AGENT DATED AS OF SEPTEMBER 26, 2002 RIGHTS AGREEMENTRights Agreement • October 4th, 2002 • Cepheid • Laboratory analytical instruments • California
This Agreement, dated as of September 26, 2002, between Cepheid, a California corporation (the "Company"), and Computershare Trust Company, a Colorado corporation, as Rights Agent (the "Rights Agent").
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 9th, 2010 • Cepheid • Laboratory analytical instruments • California
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and CEPHEID, a California corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
1 EXHIBIT 10.14 *CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AND THE NON-PUBLIC INFORMATION HAS BEEN FILED SEPARATELY WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. LICENSE AND SUPPLY...License and Supply Agreement • June 7th, 2000 • Cepheid • Laboratory analytical instruments • California
R E C I T A L SDevelopment and Supply Agreement • May 18th, 2000 • Cepheid • Laboratory analytical instruments • California
LEASE BETWEEN THE IRVINE COMPANY LLC AND CEPHEIDLease • October 30th, 2015 • Cepheid • Laboratory analytical instruments • California
THIS LEASE is made as of September 18, 2015, by and between THE IRVINE COMPANY LLC, a Delaware limited liability company, hereafter called “Landlord,” and CEPHEID, a California corporation, hereafter called “Tenant.”
CEPHEID AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 7th, 2000 • Cepheid • California
RECITALSSelling Agent Agreement • March 4th, 2003 • Cepheid • Laboratory analytical instruments • New York
Cepheid 10,000,000 Shares Common Stock (No par value per Share) Underwriting AgreementCepheid • March 8th, 2006 • Laboratory analytical instruments • New York
Cepheid, a California corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom you are acting as representatives, an aggregate of 10,000,000 shares (the “Firm Shares”) of common stock, no par value per share (the “Common Stock”), of the Company. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 1,500,000 shares of Common Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares.” The Shares are described in the Prospectus which is referred to below.
CEPHEID ISSUER AND [_________________], TRUSTEE INDENTURECepheid • December 20th, 2001 • Laboratory analytical instruments • New York
CEPHEID ISSUER AND TRUSTEE INDENTURECepheid • December 20th, 2001 • Laboratory analytical instruments • New York
ARTICLE I DEFINITIONSCommon Stock Purchase Agreement • August 14th, 2003 • Cepheid • Laboratory analytical instruments • New York
NON-PLAN STOCK OPTION AGREEMENT (INDUCEMENT STOCK OPTION AWARD)Non-Plan Stock Option Agreement • May 4th, 2016 • Cepheid • Laboratory analytical instruments • California
This Stock Option Agreement (this “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Cepheid, a California corporation (the “Company”), and the optionee named below (“Optionee”). Capitalized terms not defined herein shall have the meaning ascribed to them in Section 24 or, if not defined therein, in the Company’s 2015 Equity Incentive Plan (the “Plan”).
Change of Control Retention and Severance AgreementRetention and Severance Agreement • November 14th, 2003 • Cepheid • Laboratory analytical instruments • California
This Change of Control Retention and Severance Agreement (the "Agreement") is made and entered into as of September 8, 2003 (the "Effective Date"), by and between Cepheid and Ira Marks (the "Executive"). Capitalized terms used in this Agreement shall have the meanings set forth in Section 3 below.
Lease Agreement By and Between Aetna Life Insurance Company, a Connecticut corporation As Landlord and Cepheid, a California corporation As Tenant Dated October ___, 2001Lease Agreement • March 22nd, 2002 • Cepheid • Laboratory analytical instruments • California
Basic Lease Information 1. Demise 2. Premises 3. Term 4. Rent 5. Utility Expenses 6. Late Charge 7. Letter of Credit 8. Security Deposit 9. Possession 10. Use of Premises 11. Acceptance of Premises 12. Surrender 13. Alterations and Additions 14. Maintenance and Repairs of Premises 15. Landlord's Insurance 16. Tenant's Insurance 17. Indemnification 18. Subrogation 19. Signs 20. Free From Liens 21. Entry By Landlord 22. Destruction and Damage 23. Condemnation 24. Assignment and Subletting 25. Tenant's Default 26. Landlord's Remedies 27. Landlord's Right to Perform Tenant's Obligations 28. Attorneys' Fees 29. Taxes 30. Effect of Conveyance 31. Tenant's Estoppel Certificate 32. Subordination 33. Environmental Covenants 34. Notices 35. Waiver 36. Holding Over 37. Successors and Assigns 38. Time 39. Brokers 40. Limitation of Liability 41. Financial Statements 42. Rules and Regulations 43. Mortgagee Protection 44. Entire Agreement 45. Interest 46. Construction 47. Representations and Warranti
Amended and Restated Change of Control Retention and Severance AgreementRetention and Severance Agreement • August 9th, 2004 • Cepheid • Laboratory analytical instruments • California
This Amended and Restated Change of Control Retention and Severance Agreement (the “Agreement”) is made and entered into as of May 18, 2004 (the “Effective Date”), by and between Cepheid and John Sluis (the “Executive”) and amends and restates in its entirety any Change of Control Retention and Severance Agreement by and between Cepheid and Executive existing prior to the date hereof. Capitalized terms used in this Agreement shall have the meanings set forth in Section 3 below.
Change of Control Retention and Severance AgreementRetention and Severance Agreement • August 6th, 2014 • Cepheid • Laboratory analytical instruments • California
This Change of Control Retention and Severance Agreement (the “Agreement”) is made and entered into as of June 9, 2014, by and between Cepheid and Peter Farrell (the “Executive”). Capitalized terms used in this Agreement shall have the meanings set forth in Section 3 below.
CONFIDENTIAL SETTLEMENT AGREEMENTConfidential Settlement Agreement • November 2nd, 2012 • Cepheid • Laboratory analytical instruments • California
This CONFIDENTIAL SETTLEMENT AGREEMENT (the “Agreement”) is entered into effective the 24th day of September 2012 (the “Effective Date”), by and between Abaxis, Inc., a California corporation with its principal place of business at 3240 Whipple Road, Union City, California 94587 (“Abaxis”), and Cepheid, a California corporation with its principal place of business at 904 Caribbean Drive, Sunnyvale, California 94089 (“Cepheid”). Abaxis and Cepheid are hereinafter referred to respectively as a “Party” and collectively as the “Parties.”
CEPHEID NON-PLAN STOCK OPTION AGREEMENT (INDUCEMENT STOCK OPTION AWARD)Non-Plan Stock Option Agreement • May 7th, 2015 • Cepheid • Laboratory analytical instruments • California
This Stock Option Agreement (this “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Cepheid, a California corporation (the “Company”), and the optionee named below (“Optionee”). Capitalized terms not defined herein shall have the meaning ascribed to them in Section 24 or, if not defined therein, in the Company’s 2006 Equity Incentive Plan (the “Plan”).
Change of Control Retention and Severance AgreementRetention and Severance Agreement • February 22nd, 2005 • Cepheid • Laboratory analytical instruments • California
This Change of Control Retention and Severance Agreement (the “Agreement”) is made and entered into as of [hire date] , 2004 (the “Effective Date”), by and between Cepheid and Robert Koska (the “Executive”). Capitalized terms used in this Agreement shall have the meanings set forth in Section 3 below.
June 7, 2006 William A. McMillan Re: Terms of Separation Dear Bill:Cepheid • September 11th, 2006 • Laboratory analytical instruments
This revised letter confirms the agreement between you and Cepheid (“the Company”) concerning the terms of your separation and offers you the separation compensation we discussed in exchange for a release of claims.
1 EXHIBIT 10.9 *CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AND THE NON-PUBLIC INFORMATION HAS BEEN FILED SEPARATELY WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. LIMITED EXCLUSIVE PATENT...Cepheid • April 7th, 2000
Amended and Restated Change of Control Retention and Severance AgreementRetention and Severance Agreement • February 21st, 2008 • Cepheid • Laboratory analytical instruments • California
This Amended and Restated Change of Control Retention and Severance Agreement (the “Agreement”) is made and entered into as of ___, 2008, by and between Cepheid and ___ (the “Executive”) and amends and restates in its entirety any Change of Control Retention and Severance Agreement by and between Cepheid and Executive existing prior to the date hereof. Capitalized terms used in this Agreement shall have the meanings set forth in Section 3 below.
OFFICE LEASE BY AND BETWEEN BRCP CARIBBEAN PORTFOLIO, LLC, a Delaware limited liability company, as Landlord, and CEPHEID, a California corporation, as TenantOffice Lease • May 7th, 2008 • Cepheid • Laboratory analytical instruments
February 21, 2005Cepheid • March 4th, 2005 • Laboratory analytical instruments
This letter confirms the agreement between you and Cepheid (“the Company”) concerning the terms of your separation and offers you the separation compensation we discussed in exchange for a release of claims.
AMENDMENT AND AGREEMENTAmendment and Agreement • March 25th, 2003 • Cepheid • Laboratory analytical instruments
This Amendment and Agreement (this "Amendment"), dated as December 20 2002, by and between Cepheid ("SUPPLIER") and Fisher Scientific Company L.L.C. ("FISHER") amends the January 10, 2000 letter agreement and the August 30, 2001 modification and restatement of such letter agreement (together, the "Distribution Agreement").
Change of Control Retention and Severance AgreementRetention and Severance Agreement • February 28th, 2005 • Cepheid • Laboratory analytical instruments • California
This Change of Control Retention and Severance Agreement (the "Agreement") is made and entered into as of November 29, 2004 (the "Effective Date"), by and between Cepheid and Humberto Reyes (the "Executive"). Capitalized terms used in this Agreement shall have the meanings set forth in Section 3 below.
Amended and Restated Change of Control Retention and Severance AgreementRetention and Severance Agreement • November 6th, 2006 • Cepheid • Laboratory analytical instruments • California
This Amended and Restated Change of Control Retention and Severance Agreement (the "Agreement”) is made and entered into as of October 31, 2006, by and between Cepheid and Humberto Reyes (the “Executive”) and amends and restates in its entirety any Change of Control Retention and Severance Agreement by and between Cepheid and Executive existing prior to the date hereof. Capitalized terms used in this Agreement shall have the meanings set forth in Section 3 below.
CEPHEID Santa Clara, California 95054 EMPLOYMENT AGREEMENTEmployment Agreement • August 1st, 2016 • Cepheid • Laboratory analytical instruments • California
This Employment Agreement amends, restates and supersedes in its entirety the letter agreement you entered into with Cepheid on January 24, 2007, as amended on February 21, 2008 (collectively, the “Prior Agreement”). In this Employment Agreement, “Cepheid” means Cepheid, a California corporation, and any successor or assign to substantially all the business and/or assets of Cepheid.
Employment AgreementConfidential Separation Agreement and General • January 29th, 2007 • Cepheid • Laboratory analytical instruments • California
This Employment Agreement amends, restates and supercedes in its entirety the letter agreement you entered into with Cepheid on March 27, 2002 (the “Prior Agreement”), except as otherwise provided in this Employment Agreement. In this Employment Agreement, “Cepheid” means Cepheid, a California corporation, and any successor or assign to substantially all the business and/or assets of Cepheid.
