FORM OF RIGHTS AGREEMENT between CELERA CORPORATION and as Rights AgentRights Agreement • April 10th, 2008 • Celera CORP • Services-commercial physical & biological research • Delaware
In the event that a Person becomes an Acquiring Person, each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of the event set forth above until such time as the Rights are no longer redeemable by the Company as set forth below.
AMENDMENT No. 3 to AGREEMENT BETWEEN TIIE REGENTS OF THE UNIVERSITY OF CALIFORNIA AS MANAGEMENT AND OPERATIONS CONTRACTOR FOR THE LAWRENCE BERKELEY NATIONAL LABORATORY AND BERKELEY HEARTLAB, A CALIFORNIA CORPORATIONCelera CORP • May 1st, 2008 • Services-commercial physical & biological research
INDEMNITY AGREEMENTIndemnity Agreement • June 12th, 2008 • Celera CORP • Services-commercial physical & biological research • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2008, by and between , a Delaware corporation (the “Company”), and (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG QUEST DIAGNOSTICS INCORPORATED, SPARK ACQUISITION CORPORATION AND CELERA CORPORATION DATED AS OF MARCH 17, 2011Agreement and Plan of Merger • March 18th, 2011 • Celera CORP • Services-commercial physical & biological research • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of March 17, 2011 (this “Agreement”), is entered into by and among Quest Diagnostics Incorporated, a Delaware corporation (“Parent”), Spark Acquisition Corporation, a Delaware corporation and a wholly owned Subsidiary of Parent (the “Purchaser”) and Celera Corporation, a Delaware corporation (the “Company”). Each of Parent, the Purchaser and the Company are referred to herein as a “Party” and together as “Parties.”
CELERA CORPORATION 2008 STOCK INCENTIVE PLAN FORM OF NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • November 9th, 2009 • Celera CORP • Services-commercial physical & biological research • Delaware
This NON-QUALIFIED STOCK OPTION AGREEMENT dated as of [DATE] (the “Grant Date”) by and between Celera Corporation, a Delaware corporation (the “Company”), and [OPTIONEE NAME], an employee of the Company or one of its subsidiaries (“you”).
REAL-TIME INSTRUMENT PATENT LICENSE AGREEMENTInstrument Patent License Agreement • June 12th, 2008 • Celera CORP • Services-commercial physical & biological research • California
This REAL-TIME INSTRUMENT PATENT LICENSE AGREEMENT (the “Agreement”) is entered into and made effective as of the 25th of April, 2006 (the “Effective Date”) by and among BECKMAN COULTER, INC., a Delaware corporation with its principal offices located at 4300 North Harbor Boulevard, Fullerton, California 92835 (the “Licensee”), and APPLERA CORPORATION, a Delaware Corporation, through its APPLIED BIOSYSTEMS group located at 850 Lincoln Centre Drive, Foster City, California 94404, and its CELERA GENOMICS group, located at 45 West Gude Drive, Rockville, Maryland 20850 (“Licensor”). Each of the parties to this Agreement shall be referred to individually as a “Party” and collectively as the “Parties”.
RESEARCH COLLABORATION AND LICENSE AGREEMENT between MERCK & CO., INC. and ARRIS PHARMACEUTICAL CORPORATIONResearch Collaboration and License Agreement • June 18th, 2008 • Celera CORP • Services-commercial physical & biological research • New Jersey
THIS AGREEMENT is effective as of November, 1996 (the “Effective Date”), between MERCK & CO., INC., a corporation organized and existing under the laws of New Jersey (“MERCK”) and ARRIS PHARMACEUTICAL CORPORATION, a corporation organized and existing under the laws of Delaware (“ARRIS”).
FORM OF TAX MATTERS AGREEMENT] TAX MATTERS AGREEMENT by and among APPLERA CORPORATION AND ITS AFFILIATES, and CELERA CORPORATION AND ITS AFFILIATES, Dated [DATE]Tax Matters Agreement • June 12th, 2008 • Celera CORP • Services-commercial physical & biological research • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”) dated as of [date], by and among Applera Corporation, a Delaware corporation (“Applera”), each Applera Affiliate, Celera Corporation, a Delaware corporation (“Celera”), and each Celera Affiliate (the “Parties”) is entered into in connection with the Split-Off. Capitalized terms used in this Agreement are defined herein.
THIRD AMENDMENT TO AGREEMENTTo Agreement • June 18th, 2008 • Celera CORP • Services-commercial physical & biological research
This is the third amendment to the Research Collaboration and License Agreement between MERCK & CO., INC., a corporation organized and existing under the laws of New Jersey (“MERCK”) and ARRIS PHARMACEUTICAL CORPORATION, a corporation organized and existing under the laws of Delaware, now known as Axys Pharmaceuticals, Inc. (“Axys”) made as of November 6, 1996 (the “Agreement”). The purpose of this third amendment is to extend the Research Program Term through November 5, 2000, and to [***].
AMENDMENT NO. 1Assignment Agreement • June 18th, 2008 • Celera CORP • Services-commercial physical & biological research
This AMENDMENT TO ASSIGNMENT AGREEMENT (“Amendment”), effective as of May 12, 2008 (the “Amendment Date”), is made and entered into by and between PHARMACYCLICS, INC., a Delaware corporation having a place of business at 995 East Arques Avenue, Sunnyvale, California 94085, (“Pharmacyclics”) and APPLERA CORPORATION, a Delaware corporation, through its CELERA GROUP having a place of business at 45 West Gude Drive, Rockville, Maryland 20850 (“Celera”). Pharmacyclics and Celera may each be referred to herein individually as a “Party” or, collectively, as “Parties.”
OPERATING AGREEMENT BY AND BETWEEN APPLERA CORPORATION AND CELERA CORPORATIONOperating Agreement • June 12th, 2008 • Celera CORP • Services-commercial physical & biological research • Delaware
This Operating Agreement (this “Agreement”), dated as of , 2008 (the “Effective Date”), by and between Applera Corporation, a Delaware corporation (“Applera”), and Celera Corporation, a Delaware corporation (“Celera” and, collectively with Applera, the “Parties,” and each individually, a “Party”).
RESTATED ALLIANCE AGREEMENT RESTATED STRATEGIC ALLIANCE AGREEMENT among APPLERA CORPORATION, CELERA DIAGNOSTICS, LLC and ABBOTT LABORATORIESAlliance Agreement • June 19th, 2008 • Celera CORP • Services-commercial physical & biological research • Delaware
THIS RESTATED STRATEGIC ALLIANCE AGREEMENT (this “Agreement”), effective as of January 9, 2006 (the “Effective Date”), is entered into among APPLERA CORPORATION, a Delaware corporation (“Applera”), having a place of business at 301 Merritt 7, Norwalk, Connecticut 06851, CELERA DIAGNOSTICS, LLC, a Delaware limited liability company (“CDx”), having a place of business at 1401 Harbor Bay Parkway, Alameda, California 94502, and ABBOTT LABORATORIES, an Illinois corporation (“Abbott”), having a place of business at 100 Abbott Park Road, Abbott Park, Illinois 60064-6400.
AGREEMENT BETWEEN THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AS MANAGEMENT AND OPERATION CONTRACTOR OF THE LAWRENCE BERKELEY LABORATORY AND BERKELEY HEARTLAB, A CALIFORNIA CORPORATIONCelera CORP • May 1st, 2008 • Services-commercial physical & biological research
CELERA CORPORATION 2008 STOCK INCENTIVE PLAN FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT (TIME-BASED VESTING)Stock Unit Award Agreement • November 29th, 2010 • Celera CORP • Services-commercial physical & biological research • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) evidences the agreement between Celera Corporation, a Delaware corporation (the “Company”), and [EMPLOYEE NAME], an employee of the Company or one of its subsidiaries (“you”), effective as of [GRANT DATE], [Month, Day, Year] (the “Grant Date”). This Agreement is subject to the terms and conditions contained herein and your acceptance hereof on or before [DATE]. If you do not accept this Agreement on or before [DATE] you will forfeit all Units (as defined below) granted hereunder and this Agreement will be void and no longer effective.
LICENSE AGREEMENT For MEASUREMENT OF LIPOPROTEIN SUBSPECIES Between BERKELEY HEARTLAB, INC. and THE REGENTS OF THE UNIVERSITY OF CALIFORNIA through the Ernest Orlando Lawrence BERKELEY NATIONAL LABORATORYLicense Agreement • June 12th, 2008 • Celera CORP • Services-commercial physical & biological research
This license agreement (the “Agreement”) is entered into by The Regents of the University of California (“The Regents”), Department of Energy contract-operators of the Ernest Orlando Lawrence Berkeley National Laboratory, 1 Cyclotron Road, Berkeley, CA 94720, (jointly, “Berkeley Lab”), and Berkeley Heartlab, Inc., a California corporation (“HeartLab”) having its principal place of business at 1875 South Grant Ave, Suite 700, San Mateo, CA 94402.
MASTER SUPPLY AGREEMENTMaster Supply Agreement • June 18th, 2008 • Celera CORP • Services-commercial physical & biological research • California
This Master Supply Agreement, dated as of November 1, 2007, by and between diaDexus, Inc. (“diaDexus”) and Berkeley HeartLab, Inc. (“Lab”), sets forth the terms and conditions upon which diaDexus will sell to Lab, and Lab will purchase, various products (the “Agreement”). The parties agree as follows:
SEVENTH AMENDMENT TO AGREEMENTTo Agreement • June 18th, 2008 • Celera CORP • Services-commercial physical & biological research
This is the seventh amendment to the Research Collaboration and License Agreement between MERCK & CO., INC., a corporation organized and existing under the laws of New Jersey (“MERCK”) and ARRIS PHARMACEUTICAL CORPORATION, a corporation organized and existing under the laws of Delaware, now known as Axys Pharmaceuticals, Inc. (“Axys”) made as of November 6, 1996 (the “Agreement”). The purpose of this seventh amendment is to extend the Research Program Term through November 5, 2002, and to [***].
MASTER SUPPLY AGREEMENTMaster Supply Agreement • June 12th, 2008 • Celera CORP • Services-commercial physical & biological research • California
This Master Supply Agreement, dated as of November 1, 2007, by and between diaDexus, Inc. (“diaDexus”) and Berkeley HeartLab, Inc. (“Lab”), sets forth the terms and conditions upon which diaDexus will sell to Lab, and Lab will purchase, various products (the “Agreement”). The parties agree as follows:
FIFTH AMENDMENT TO AGREEMENTTo Agreement • June 18th, 2008 • Celera CORP • Services-commercial physical & biological research
This is the fifth amendment to the Research Collaboration and License Agreement between MERCK & CO., INC., a corporation organized and existing under the laws of New Jersey (“MERCK”) and ARRIS PHARMACEUTICAL CORPORATION, a corporation organized and existing under the laws of Delaware, now known as Axys Pharmaceuticals, Inc- (“Axys”) made as of November 6, 1996 (the “Agreement”). The purpose of this fifth amendment is to extend the research term of the collaboration through November 5, 2001.
EIGHTH AMENDMENT TO AGREEMENTTo Agreement • June 18th, 2008 • Celera CORP • Services-commercial physical & biological research
This is the eighth amendment to the Research Collaboration and License Agreement between MERCK & CO. INC., a corporation organized and existing under the laws of New Jersey (“MERCK”) and ARRIS PHARMACEUTICAL CORPORATION, a corporation organized and existing under the laws of Delaware, now known as Axys Pharmaceuticals, Inc, (“Axys”) made as of November 6, 1996 (the “Agreement”). The purpose of this eighth amendment is to extend the Research Program Term through February 5, 2003,
Facility Participation AgreementFacility Participation Agreement • June 12th, 2008 • Celera CORP • Services-commercial physical & biological research • Minnesota
This Agreement is entered into by and between United HealthCare Insurance Company, contracting on behalf of itself, and the other entities that are United’s Affiliates (collectively referred to as “United”) and Berkeley Heart Laboratory (“Facility”).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 18th, 2011 • Celera CORP • Services-commercial physical & biological research • Delaware
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made effective as of April 18, 2011, among Quest Diagnostics Incorporated, a Delaware corporation (“Parent”), Spark Acquisition Corporation, a Delaware corporation and a wholly owned Subsidiary of Parent (the “Purchaser”), and Celera Corporation, a Delaware corporation (the “Company”).
OPERATING AGREEMENT BY AND BETWEEN APPLERA CORPORATION AND CELERA CORPORATIONOperating Agreement • June 16th, 2008 • Celera CORP • Services-commercial physical & biological research • Delaware
This Operating Agreement (this “Agreement”), dated as of , 2008 (the “Effective Date”), by and between Applera Corporation, a Delaware corporation (“Applera”), and Celera Corporation, a Delaware corporation (“Celera” and, collectively with Applera, the “Parties,” and each individually, a “Party”).
AMENDMENT No. 4 to AGREEMENT BETWEEN THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AS MANAGEMENT AND OPERATIONS CONTRACTOR FOR THE LAWRENCE BERKELEY NATIONAL LABORATORY AND BERKELEY HEARTLAB, A CALIFORNIA CORPORATIONCelera CORP • May 1st, 2008 • Services-commercial physical & biological research
GENERAL RELEASE AND SEPARATION AGREEMENTGeneral Release and Separation Agreement • April 7th, 2009 • Celera CORP • Services-commercial physical & biological research
This General Release and Separation Agreement (hereafter “Agreement”) is entered into as of April 3, 2009, between Joel Jung (the “Executive”), and Celera Corporation (the “Company”), effective eight days after the Executive’s signature (the “Effective Date”), unless he revokes his acceptance as provided in Section 4(c), below.
SIXTH AMENDMENT TO AGREEMENTTo Agreement • June 16th, 2008 • Celera CORP • Services-commercial physical & biological research
This is the sixth amendment to the Research Collaboration and License Agreement between MERCK & CO., INC., a corporation organized and existing under the laws of New Jersey (“MERCK”) and ARRIS PHARMACEUTICAL CORPORATION, a corporation organized and existing under the laws of Delaware, now known as Axys Pharmaceuticals, Inc. (“Axys”) made as of November 6, 1996 (the “Agreement”). The purpose of this sixth amendment is to restructure the Milestone Payments pursuant to Section 5.3 of the Agreement.
REAL-TIME INSTRUMENT PATENT LICENSE AGREEMENTPatent License Agreement • June 12th, 2008 • Celera CORP • Services-commercial physical & biological research • California
This Agreement, effective April 5, 2004 (the “Effective Date”), is made by and between Applera Corporation, a corporation of the State of Delaware, through its Applied Biosystems Group, having an office at 850 Lincoln Centre Drive, Foster City, California 94404 and Celera Diagnostics, LLC, an indirectly wholly owned subsidiary of the Applera Corporation (“Applera”), and Cepheid, a corporation of the State of California having an office at 904 Caribbean Drive, Sunnyvale, California 94089 (“Licensee”) (each of Applera and Licensee, a “Party” and, collectively, the “Parties”).
EXECUTIVE PLAN Adoption Agreement IMPORTANT NOTECelera CORP • March 25th, 2009 • Services-commercial physical & biological research
This document has not been approved by the Department of Labor, the Internal Revenue Service or any other governmental entity. An Employer must determine whether the plan is subject to the Federal securities laws and the securities laws of the various states. An Employer may not rely on this document to ensure any particular tax consequences or to ensure that the Plan is “unfunded and maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees” under the Employee Retirement Income Security Act with respect to the Employer’s particular situation. Fidelity Management Trust Company, its affiliates and employees cannot and do not provide legal or tax advice or opinions in connection with this document. This document does not constitute legal or tax advice or opinions and is not intended or written to be used, and it cannot be used by any taxpayer, for the purposes of avoiding penalties that may be imposed on the ta
AMENDMENT NO. 2 to ASSIGNMENT AGREEMENTAssignment Agreement • May 11th, 2009 • Celera CORP • Services-commercial physical & biological research
This AMENDMENT TO ASSIGNMENT AGREEMENT (“Amendment”), effective as of March 2, 2009 (the “Amendment Date”), is made and entered into by and between PHARMACYCLICS, INC., a Delaware corporation having a place of business at 995 East Arques Avenue, Sunnyvale, California 94085, (“Pharmacyclics”) and CELERA CORPORATION having a place of business at 1401 Harbor Bay Parkway, Alameda, California 94502 (“Celera”). Pharmacyclics and Celera may each be referred to herein individually as a “Party” or, collectively, as “Parties.”
SECOND AMENDMENT TO AGREEMENTTo Agreement • June 16th, 2008 • Celera CORP • Services-commercial physical & biological research
This is the second amendment to the Research Collaboration and License Agreement between MERCK & CO., INC., a corporation organized and existing under the laws of New Jersey (“MERCK”) and ARRIS PHARMACEUTICAL CORPORATION, a corporation organized and existing under the laws of Delaware, now known as Axys Pharmaceuticals, Inc. (“Axys”) made as of November 6, 1996 (the “Agreement”). The purpose of this second amendment is to extend the Research Program Term in accordance with Section 2.8 of the Agreement, and to amend Section 1.23(a)(iv) of the Agreement.
FOURTH AMENDMENT TO AGREEMENTTo Agreement • June 16th, 2008 • Celera CORP • Services-commercial physical & biological research
This is the fourth amendment to the Research Collaboration and License Agreement between MERCK & CO., INC., a corporation organized and existing under the laws of New Jersey (“MERCK”) and ARRIS PHARMACEUTICAL CORPORATION, a corporation organized and existing under the laws of Delaware, now known as Axys Pharmaceuticals, Inc. (“AXYS”) made as of November 6, 1996 (the “Agreement”). The purpose of this fourth amendment is to [***].
RESTATED ALLIANCE AGREEMENT RESTATED STRATEGIC ALLIANCE AGREEMENT among APPLERA CORPORATION, CELERA DIAGNOSTICS, LLC and ABBOTT LABORATORIESAlliance Agreement • June 16th, 2008 • Celera CORP • Services-commercial physical & biological research • Delaware
THIS RESTATED STRATEGIC ALLIANCE AGREEMENT (this “Agreement”), effective as of January 9, 2006 (the “Effective Date”), is entered into among APPLERA CORPORATION, a Delaware corporation (“Applera”), having a place of business at 301 Merritt 7, Norwalk, Connecticut 06851, CELERA DIAGNOSTICS, LLC, a Delaware limited liability company (“CDx”), having a place of business at 1401 Harbor Bay Parkway, Alameda, California 94502, and ABBOTT LABORATORIES, an Illinois corporation (“Abbott”), having a place of business at 100 Abbott Park Road, Abbott Park, Illinois 60064-6400.
Celera CorporationCelera CORP • April 18th, 2011 • Services-commercial physical & biological research
Reference is made to that certain confidentiality letter agreement dated as of [date] entered into between [party] and Celera Corporation (the “Confidentiality Agreement”). This letter is to notify you that, as of the date hereof, Celera Corporation hereby waives your compliance with the standstill provisions set forth in the ninth paragraph of the Confidentiality Agreement. In addition, please take note that a tender offer initiated by Quest Diagnostics Incorporated to acquire all outstanding shares of Celera Corporation common stock for $8.00 per share has been extended, and will not close until at least May 2, 2011.
AMENDMENT NO. 2 TO AGREEMENT BETWEEN THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AS MANAGEMENT AND OPERATIONS CONTRACTOR FOR THE LAWRENCE BERKELEY NATIONAL LABORATORY AND BERKELEY HEARTLAB, A CALIFORNIA CORPORATIONCelera CORP • May 1st, 2008 • Services-commercial physical & biological research
CELERA CORPORATION 2008 STOCK INCENTIVE PLAN FORM OF PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • February 10th, 2010 • Celera CORP • Services-commercial physical & biological research • Delaware
THIS PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”) evidences the agreement between Celera Corporation, a Delaware corporation (the “Company”), and [FIRST NAME] [LAST NAME] an employee of the Company or one of its subsidiaries (“you”), effective as of [GRANT DATE], [Month, Day, Year] (the “Grant Date”). This Agreement is subject to the terms and conditions contained herein and your acceptance hereof on or before [DATE]. If you do not accept this Agreement on or before [DATE] you will forfeit all Units (as defined below) granted hereunder and this Agreement will be void and no longer effective.
