EXHIBIT 10.11 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF...Warrant Agreement • September 29th, 2000 • Xenogen Corp • California
Xenogen Corporation 7,000,000 Shares Common Stock ($0.001 Par Value) UNDERWRITING AGREEMENT UNDERWRITING AGREEMENTUnderwriting Agreement • December 29th, 2000 • Xenogen Corp • Services-commercial physical & biological research
CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS OF THIS AGREEMENT HAVE BEEN REDACTED AND SEPARATELY FILED WITH THE COMMISSION]License Agreement • December 29th, 2000 • Xenogen Corp • Services-commercial physical & biological research • California
EXECUTION DOCUMENT AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT This Amended and Restated Investors' Rights Agreement (the "Agreement") is made as of May 15, 2000 by and among XENOGEN CORPORATION, a California corporation (the "Company"), and the...Investors' Rights Agreement • September 29th, 2000 • Xenogen Corp • California
AGREEMENTLicensing Agreement • January 26th, 2001 • Xenogen Corp • Services-commercial physical & biological research • California
CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS OF THIS AGREEMENT HAVE BEEN REDACTED AND SEPARATELY FILED WITH THE COMMISSION]License Agreement • December 29th, 2000 • Xenogen Corp • Services-commercial physical & biological research • Ohio
Exhibit 10.5 XENOGEN CORPORATION INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is effective as of September 27, 2000 by and between Xenogen Corporation, a Delaware corporation (the "Company"), and _______________...Indemnification Agreement • September 29th, 2000 • Xenogen Corp • California
RECITALS --------Agreement and Plan of Reorganization • January 26th, 2001 • Xenogen Corp • Services-commercial physical & biological research • Delaware
RECITALS --------Collaborative Research Agreement • January 26th, 2001 • Xenogen Corp • Services-commercial physical & biological research • New Jersey
EXHIBIT 10.7 EMPLOYMENT AGREEMENT -------------------- This Employment Agreement is entered into as of January 21, 1998 (the "Effective Date"), by and between XENOGEN CORPORATION, a California corporation (the "Company"), and DAVID CARTER (the...Employment Agreement • September 29th, 2000 • Xenogen Corp • California
Exhibit 10.14 PROMISSORY NOTE SECURED BY DEED OF TRUSTPromissory Note • September 29th, 2000 • Xenogen Corp
XENOGEN CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • June 15th, 2004 • Xenogen Corp • Services-commercial physical & biological research • Delaware
This Indemnification Agreement (“Agreement”) is effective as of , by and between Xenogen Corporation, a Delaware corporation (the “Company”), and the indemnitee listed on the signature page hereto (“Indemnitee”).
Exhibit 10.8(i) MARINA VILLAGE NET OFFICE - TECH LEASE BASIC LEASE INFORMATION -----------------------Net Office Lease • December 29th, 2000 • Xenogen Corp • Services-commercial physical & biological research
XENOGEN CORPORATION FORM OF RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • April 2nd, 2004 • Xenogen Corp • Services-commercial physical & biological research • California
This Restricted Stock Purchase Agreement (the “Agreement”) is made as of , 200 by and between Xenogen Corporation, a Delaware corporation (the “Company”), and (the “Purchaser”).
FORM OF UNDERWRITING AGREEMENT Shares XENOGEN CORPORATION COMMON STOCK UNDERWRITING AGREEMENT Dated , 2004Underwriting Agreement • May 10th, 2004 • Xenogen Corp • Services-commercial physical & biological research • New York
EXHIBIT 10.6 EMPLOYMENT AGREEMENT -------------------- This Employment Agreement is entered into as of January 21, 1998 (the "Effective Date"), by and between XENOGEN CORPORATION, a California corporation (the "Company"), and PAMELA CONTAG (the...Employment Agreement • September 29th, 2000 • Xenogen Corp • California
COLLABORATIVE RESEARCH AGREEMENTCollaborative Research Agreement • May 3rd, 2004 • Xenogen Corp • Services-commercial physical & biological research • New Jersey
This COLLABORATIVE RESEARCH AGREEMENT (“Agreement”) is entered into as of September 30,2001 by and between PFIZER INC, a Delaware corporation, having an office at 235 East 42nd Street, New York, New York 10017 and its Affiliates (“Pfizer”), and XENOGEN BIOSCIENCES (“Xenogen Cranbury”), an Ohio Corporation, with an office at 5 Cedar Brook Drive, Cranbury, NJ 08512, and a wholly owned subsidiary of Xenogen Corp. (“Xenogen”).
PARENT VOTING AGREEMENTVoting Agreement • February 21st, 2006 • Xenogen Corp • Measuring & controlling devices, nec • Delaware
VOTING AGREEMENT, dated as of February 10, 2006 (this “Agreement”), by and between Xenogen Corporation, a Delaware corporation (“Company”), and the undersigned stockholder (“Stockholder”) of Caliper Life Sciences, Inc., a Delaware corporation (“Parent”).
CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS OF THIS AGREEMENT HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION.]Commercial License Agreement • July 12th, 2004 • Xenogen Corp • Services-commercial physical & biological research • California
This Agreement (the “Agreement”) effective as of July 12, 2000 (the “Effective Date”) is made by and between Xenogen Corporation, having a principal place of business at 860 Atlantic Avenue, Alameda, California 94501 (“Xenogen”) and IRM, LLC, a Delaware Corporation, (“IRM”), having a principal place of business at Sofia House, 48 Church Street, Hamilton, Bermuda.
ContractSolicitation/Contract/Order for Commercial Items • July 12th, 2004 • Xenogen Corp • Services-commercial physical & biological research
[Confidential Treatment Requested. Portions of this agreement have been redacted and filed separately with the commission.]
BACKGROUNDCommercial License Agreement • January 26th, 2001 • Xenogen Corp • Services-commercial physical & biological research • California
CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS OF THIS AGREEMENT HAVE BEEN REDACTED AND SEPARATELY FILED WITH THE COMMISSION.]Sublicense Agreement • May 3rd, 2004 • Xenogen Corp • Services-commercial physical & biological research • California
This Agreement is made this 1st day of January, 1991, by and between GenPharm International, Inc., a company duly organized and existing under the laws of the State of California, with its principal offices at 2375 Garcia Avenue, Mountain View, CA 94043 (hereinafter referred to as “Sublicensor”), and DNX, Inc., a company duly formed and existing under the laws of the State of Ohio, with its principal offices at 303B College Road East, Princeton Forrestal Center, Princeton, New Jersey 08540 (hereinafter referred to as “Sublicensee”);
CONFIDENTIAL TREATMENT GRANTED. CERTAIN PORTIONS OF THIS AGREEMENT HAVE BEEN REDACTED AND SEPARATELY FILED WITH THE COMMISSION] LICENSE AGREEMENTLicense Agreement • May 3rd, 2004 • Xenogen Corp • Services-commercial physical & biological research • Ohio
This Agreement made this 13th day of June, 1985 between the Ohio University, a body politic incorporated under the laws of the State of Ohio having its principal office at Athens, Ohio 45701 (hereinafter “Licensor”), and Embryogen, Inc., a corporation under the laws of the State of Ohio having its principal office at One President Street, Athens, Ohio 45701 (hereinafter “licensee”).
AGREEMENT AND PLAN OF MERGER AMONG CALIPER LIFE SCIENCES, INC., CALIPER HOLDINGS, INC. AND XENOGEN CORPORATION Dated as of February 10, 2006Merger Agreement • February 21st, 2006 • Xenogen Corp • Measuring & controlling devices, nec • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), made and entered into as February 10, 2006 by and among CALIPER LIFE SCIENCES, INC., a Delaware corporation (“Parent”), CALIPER HOLDINGS, INC., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”), and XENOGEN CORPORATION, a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are sometimes referred to herein each individually as a “Party” and, collectively, as the “Parties.”
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • August 8th, 2005 • Xenogen Corp • Measuring & controlling devices, nec • California
This Warrant Purchase Agreement (the “Agreement”) is made as of August 2, 2005 (the “Closing Date”) by and between Xenogen Corporation, a Delaware corporation with its executive offices at 860 Atlantic Avenue, Alameda, CA 94501 (the “Company”), and Partners For Growth, L.P., a Delaware limited partnership (“Purchaser”).
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.] AGREEMENTLicensing Agreement • May 3rd, 2004 • Xenogen Corp • Services-commercial physical & biological research • California
Effective as of May 5, 2000 (“Effective Date”), THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY, a body having corporate powers under the laws of the State of California (“STANFORD”), and Xenogen Corporation, a California corporation, having a principal place of business at 860 Atlantic Avenue, Alameda, CA 94501 (“LICENSEE”), agree as follows:
DISTRIBUTOR AGREEMENT between Xenogen Corporation 860 Atlantic Avenue Alameda, CA 94501 and SC BioSciences Corporation Izumi Shiba-Daimon Bldg. 3F 2-2-11, Shiba-Daimon Minato-ku, Tokyo, 105-0012 JapanDistributor Agreement • June 15th, 2004 • Xenogen Corp • Services-commercial physical & biological research • California
extent it contains subject matter deriving a priority date from the original patent application) extensions, renewals, reissues and reexaminations of the foregoing patents (including patents issuing on the foregoing patent applications or resulting from reissues or re-examinations) in the Territory.
MARKETING SERVICES AGREEMENTMarketing Services Agreement • June 15th, 2004 • Xenogen Corp • Services-commercial physical & biological research • Massachusetts
This Marketing Services Agreement (the “Agreement”) is entered into as of Apr 2, 2003 (the “Effective Date”) by and between Charles River Laboratories, Inc., a Delaware corporation with its principal place of business at 251 Ballardvale Street, Wilmington, Massachusetts 01887 (“Charles River”), Xenogen Corporation, a Delaware corporation with its principal place of business a 860 Atlantic Avenue, Alameda, California, 94501 (“Xenogen”) and Xenogen Biosciences Corporation, an Ohio corporation with its principal place of business at 5 Cedar Brook Drive, Cranbury, NJ 08512 (“XenogenBio”).
LOAN AND SECURITY AGREEMENT by and between SILICON VALLEY BANK 3003 Tasman Drive Santa Clara, CA 95054 Attn: Loan Services and XENOGEN CORPORATION 860 Atlantic Avenue Alameda, California 94501 TOTAL CREDIT AMOUNT: $3,000,000Loan and Security Agreement • November 15th, 2004 • Xenogen Corp • Measuring & controlling devices, nec
This LOAN AND SECURITY AGREEMENT dated September 10, 2003, between SILICON VALLEY BANK (“Bank”), whose address is 3003 Tasman Drive, Santa Clara, California 95054 and XENOGEN CORPORATION, a Delaware corporation (“Borrower”), whose address is 860 Atlantic Avenue, Alameda, California 94501 provides the terms on which Bank will lend to Borrower and Borrower will repay Bank. The parties agree as follows:
AMENDMENT NO. 5 TO MARINA VILLAGE NET OFFICE–TECH LEASEMarina Village Net Office-Tech Lease • September 30th, 2005 • Xenogen Corp • Measuring & controlling devices, nec
THIS AMENDMENT NO. 5 (this “Amendment”) is made and entered into as of September 1, 2005 (the “Effective Date”), by and between ALAMEDA REAL ESTATE INVESTMENTS, a California limited partnership (“Landlord”), and XENOGEN CORPORATION, a Delaware corporation (“Tenant”).
CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS OF THIS AGREEMENT HAVE BEEN REDACTED AND SEPARATELY FILE WITH THE COMMISSION.]CCD Camera Manufacture and Supply Agreement • May 3rd, 2004 • Xenogen Corp • Services-commercial physical & biological research • Arizona
This agreement is made on April 9th, 2003 (the “Effective Date”), between Spectral Instruments, Inc., an Arizona corporation with offices located at 420 N Bonita Avenue, Tucson, Arizona 85745 (the “Seller”), and Xenogen Corporation, a Delaware corporation, with offices located at 860 Atlantic Avenue, Alameda, CA 94501 (the “Buyer”) (each a “Party,” and collectively, the “Parties”).
AMENDMENT NO. 1 TO MARINA VILLAGE NET OFFICE–TECH LEASEMarina Village Net Office-Tech Lease • May 16th, 2005 • Xenogen Corp • Measuring & controlling devices, nec
THIS AMENDMENT NO. 1 is made and entered into as of April 1, 2005 (the “Effective Date”), by and between ALAMEDA REAL ESTATE INVESTMENTS, a California limited partnership (“Landlord”), and XENOGEN CORPORATION, a Delaware corporation (“Tenant”).
XENOGEN CORPORATION CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • January 13th, 2006 • Xenogen Corp • Measuring & controlling devices, nec • California
This Change of Control Severance Agreement (the “Agreement”) is made and entered into effective as of January 11, 2006 (the “Effective Date”), by and between Pamela R. Contag, Ph.D., (the “Employee”) and Xenogen Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.
WARRANTWarrant Purchase Agreement • August 8th, 2005 • Xenogen Corp • Measuring & controlling devices, nec • California
THIS WARRANT (THE “WARRANT”) IS ISSUED PURSUANT TO THE TERMS OF THE PROVISIONS OF A WARRANT PURCHASE AGREEMENT (THE “AGREEMENT”) BETWEEN XENOGEN CORPORATION (THE “COMPANY”) AND THE INITIAL WARRANT HOLDER. A COPY OF SUCH AGREEMENT IS ON FILE AT THE OFFICE OF THE CORPORATE SECRETARY OF THE COMPANY. THIS SECURITY WAS SOLD IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY BE OFFERED OR SOLD ONLY IF REGISTERED UNDER THE SECURITIES ACT OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 16th, 2005 • Xenogen Corp • Measuring & controlling devices, nec • New York
