1 Exhibit 10.3 ACLARA BIOSCIENCES, INC. COMMON STOCK ISSUANCE AGREEMENT THIS COMMON STOCK PURCHASE AGREEMENT (this "Agreement") is made as of March 12, 2001 by and between ACLARA BioSciences, Inc., a Delaware corporation (the "Company"), and Caliper...Common Stock Purchase Agreement • May 15th, 2001 • Aclara Biosciences Inc • Measuring & controlling devices, nec • California
andRights Agreement • March 23rd, 2001 • Aclara Biosciences Inc • Laboratory analytical instruments • New York
AGREEMENTConfidentiality Agreement • April 1st, 2002 • Aclara Biosciences Inc • Measuring & controlling devices, nec
AMENDED AND PARTIALLY RESTATED COLLABORATION AGREEMENT BETWEEN ACLARA BIOSCIENCES, INC. ANDCollaboration Agreement • April 1st, 2002 • Aclara Biosciences Inc • Measuring & controlling devices, nec
EXHIBIT 10.18 CONSULTING AGREEMENT This Consulting Agreement (this "Agreement") is made by and between Aclara BioSciences, Inc., a Delaware corporation (the "Company") and Dr. Eric Lander (the "Consultant") as of January 15, 2000. 1. Services. During...Consulting Agreement • February 22nd, 2000 • Aclara Biosciences Inc • Laboratory analytical instruments • California
EXHIBIT 1Joint Filing Agreement • January 16th, 2002 • Aclara Biosciences Inc • Measuring & controlling devices, nec
Waddell & Reed Financial, Inc., Waddell & Reed Financial Services, Inc., Waddell & Reed, Inc. and Waddell & Reed Investment Management Company (the "Filing Persons"), hereby agree to file jointly a Schedule 13G and any amendments thereto relating to the aggregate ownership by each of the Filing Persons of any voting equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, as required by Rule 13d-1 and Rule 13d-2 promulgated under the Securities Exchange Act of 1934. Each of the Filing Persons agrees that the information set forth in such Schedule 13G and any amendments thereto with respect to such Filing Person will be true, complete and correct as of the date of such Schedule 13G or such amendment, to the best of such Filing Person's knowledge and belief, after reasonable inquiry. Each of the Filing Persons makes no representations as to the accuracy or adequacy of the information set forth in the Schedule 13G or any ame
Common StockEquity Underwriting Agreement • March 17th, 2000 • Aclara Biosciences Inc • Laboratory analytical instruments • Maryland
RECITALSCross-License Agreement • November 14th, 2001 • Aclara Biosciences Inc • Measuring & controlling devices, nec • California
1- 2 Balance Sheet" both labeled Conservative Case (CC) and both dated 9/29/95, as may be amended from time to time in form and substance acceptable to Lessor ("Business Plan"); (ix) Lessor or its agent has inspected and placed identification labels...Master Equipment Lease • January 20th, 2000 • Aclara Biosciences Inc • California
CONFIDENTIAL DEVELOPMENT AND COMMERCIALIZATION AGREEMENT BY AND BETWEEN THIRD WAVE TECHNOLOGIES, INC.Development and Commercialization Agreement • April 1st, 2002 • Aclara Biosciences Inc • Measuring & controlling devices, nec • California
SIDE AGREEMENTSide Agreement • January 20th, 2000 • Aclara Biosciences Inc
RECITALSSettlement Agreement • May 15th, 2001 • Aclara Biosciences Inc • Measuring & controlling devices, nec • California
Exhibit 10.39 ACLARA BIOSCIENCES, INC. 1288 Pear Avenue, Mountain View, CA 94043 October 10, 2002 Joseph M. Limber 1515 Arriba Court Los Altos, CA 94024 Re: Change in Control Agreement Dear Mr. Limber: In connection with General Release and Separation...Change in Control Agreement • November 14th, 2002 • Aclara Biosciences Inc • Measuring & controlling devices, nec • California
RECITALSChange of Control Agreement • January 20th, 2000 • Aclara Biosciences Inc • California
VIROLOGIC, INC. TO U.S. BANK NATIONAL ASSOCIATION as Trustee CONTINGENT VALUE RIGHTS AGREEMENT Dated as of , 2004Contingent Value Rights Agreement • October 20th, 2004 • Aclara Biosciences Inc • Measuring & controlling devices, nec • Delaware
CONTINGENT VALUE RIGHTS AGREEMENT, dated as of , 2004, between ViroLogic, Inc., a Delaware corporation (hereinafter called the “Company”), and U.S. Bank National Association, as trustee (hereinafter called the “Trustee”).
Exhibit A April 11, 2003Severance Agreement • August 14th, 2003 • Aclara Biosciences Inc • Measuring & controlling devices, nec • California
ACLARA BioSciences, Inc. (the “Company”) considers it essential to the best interests of its shareholders to foster the continuous employment of the Company’s key management personnel. In order to induce you to remain in its employ, the Company hereby agrees that after this letter agreement (this “Agreement”) has been fully executed, you shall receive the severance benefits set forth in this Agreement in the event of a Hostile Takeover (as defined below) or that your employment with the Company is terminated under the circumstances described below.
RECITALSExclusive Alliance Agreement • March 2nd, 2000 • Aclara Biosciences Inc • Laboratory analytical instruments
RECITALSChange of Control Agreement • January 20th, 2000 • Aclara Biosciences Inc • California
Exhibit 10.38 GENERAL RELEASE AND SEPARATION AGREEMENT This General Release and Separation Agreement (hereafter "Agreement") is entered into as of this 10th day of October, 2002, (the "Effective Date") between Joseph M. Limber (the "Executive"), and...General Release and Separation Agreement • November 14th, 2002 • Aclara Biosciences Inc • Measuring & controlling devices, nec
VOTING AGREEMENTVoting Agreement • August 9th, 2004 • Aclara Biosciences Inc • Measuring & controlling devices, nec • Delaware
THIS VOTING AGREEMENT (“Agreement”) is entered into as of May 28, 2004, by and between VIROLOGIC, INC., a Delaware corporation (“Parent”), and (“Stockholder”).
RECITALSChange of Control Agreement • January 20th, 2000 • Aclara Biosciences Inc • California
1 EXHIBIT 10.15 Customer No. 1261 MASTER LOAN AND SECURITY AGREEMENT THIS AGREEMENT dated as of May 27, 1999, is made by ACLARA Biosciences, Inc. (the "Borrower"), a Delaware corporation having its principal place of business and chief executive...Master Loan and Security Agreement • January 20th, 2000 • Aclara Biosciences Inc • Illinois
EXHIBIT 10.26 Supply and Distributorship Agreement This Agreement is entered into and effective as of October 26, 2001 ("Effective Date"), by and between ACLARA BioSciences, Inc. having its principal place of business at 1288 Pear Ave., Mountain View,...Supply and Distributorship Agreement • April 1st, 2002 • Aclara Biosciences Inc • Measuring & controlling devices, nec • Indiana
1 EXHIBIT 10.4 ACLARA BIOSCIENCES, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT DECEMBER 30, 1999 TABLE OF CONTENTSInvestor Rights Agreement • January 20th, 2000 • Aclara Biosciences Inc • California
Exhibit 10.36 October 15, 2002 Joseph M. Limber ACLARA BioSciences, Inc. 1288 Pear Avenue Mountain View, CA 94043 Re: InvaderCreator(R) Access Prior to Implementation of Updates Under the InvaderCreator(R) Access Agreement Dear Joe: Concurrent with...Invadercreator Access Agreement • November 14th, 2002 • Aclara Biosciences Inc • Measuring & controlling devices, nec
Concurrent with entering into this letter agreement ("Letter"), ACLARA BioSciences, Inc., a Delaware corporation, with its place of business 1288 Pear Avenue, Mountain View, CA 94043 ("ACLA") and Third Wave Technologies, Inc., a Delaware corporation, with its place of business at 502 S. Rosa Road, Madison, Wisconsin 53719 ("TWT") are entering into a License Agreement, a Supply Agreement, and an InvaderCreator(R) Access Agreement (the "Concurrent Agreements") which collectively involve, among other things, certain licenses between the parties, the supply of Cleavase(R) enzyme by TWT to ACLA, and access by ACLA to TWT's InvaderCreator(R) software. Terms used in this Letter with an initial capital letter which are defined in the Concurrent Agreements shall have the meaning given to such terms in the Concurrent Agreements.
1 EXHIBIT 10.13 CUSTOM INSTRUMENT DEVELOPMENT AND COMMERCIALIZATION AGREEMENTCustom Instrument Development and Commercialization Agreement • January 20th, 2000 • Aclara Biosciences Inc • California
CONFIDENTIALConsulting Agreement • March 2nd, 2000 • Aclara Biosciences Inc • Laboratory analytical instruments • California
ACLARA BIOSCIENCES, INC. LETTERHEAD] [Date],Change in Control Agreement • March 31st, 2003 • Aclara Biosciences Inc • Measuring & controlling devices, nec
ACLARA BioSciences, Inc. (the “Company”) considers it essential to the best interests of its shareholders to foster the continuous employment of the Company’s key management personnel. In this regard, the Company’s Board of Directors (the “Board”) recognizes that, as is the case with many publicly-held corporations, the possibility of a change in control of the Company may exist and the uncertainty and questions that it may raise among management could result in the departure or distraction of management personnel to the detriment of the Company and its shareholders.
BACKGROUNDAccess Agreement • November 14th, 2002 • Aclara Biosciences Inc • Measuring & controlling devices, nec • California
March 18, 2003 Mr. Thomas Klopack Encinitas, CA 92024 Dear Tom:Employment Agreement • March 31st, 2003 • Aclara Biosciences Inc • Measuring & controlling devices, nec • California
RECITALSIndemnification Agreement • January 20th, 2000 • Aclara Biosciences Inc • Delaware
Exhibit 10.37 Termination Agreement This Termination Agreement ("Agreement") is effective as of October 10, 2002 ("Effective Date"), by and between Roche Diagnostics Corporation, having its principal office at 9115 Hague Road, Indianapolis, Indiana...Termination Agreement • November 14th, 2002 • Aclara Biosciences Inc • Measuring & controlling devices, nec
BACKGROUNDSecond Side Agreement • April 1st, 2002 • Aclara Biosciences Inc • Measuring & controlling devices, nec
SECOND AMENDMENT TO THE RIGHTS AGREEMENTRights Agreement • June 14th, 2004 • Aclara Biosciences Inc • Measuring & controlling devices, nec • New York
This Second Amendment, dated as of June 11, 2004 (this “Second Amendment”), amends the Rights Agreement, dated as of March 16, 2001, by and between ACLARA BioSciences, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”), as amended by the Amendment to the Rights Agreement dated as of May 28, 2004 (the “First Amendment”) (as amended by the First Amendment, the “Rights Agreement”).
AMENDMENT NO. 1 to the July 17, 2002 RESEARCH AGREEMENTResearch Agreement • August 14th, 2003 • Aclara Biosciences Inc • Measuring & controlling devices, nec
This AMENDMENT NO. 1 (the “Amendment”) to the July 17, 2002 RESEARCH AGREEMENT (the “Agreement”) is entered into as of April 17, 2003 (the “Amendment Effective Date”) by and between GENENTECH and ACLARA. Unless otherwise noted, all defined terms set forth in this Amendment shall have the same meaning as set forth in the Agreement.
