INDEMNITY AGREEMENTIndemnification 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”).
CELERA CORPORATION 2008 STOCK INCENTIVE PLAN FORM OF NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • June 12th, 2008 • Celera CORP • Services-commercial physical & biological research • Delaware
NON-QUALIFIED STOCK OPTION AGREEMENT dated as of [Grant Date] by and between Celera Corporation, a Delaware corporation (the “Company”), and [Name], an [employee/director] of the Company or one of its subsidiaries (“you”).
REAL-TIME INSTRUMENT PATENT LICENSE AGREEMENTPatent 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”.
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.
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”).
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 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:
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”).
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”).
CELERA CORPORATION 2008 STOCK INCENTIVE PLAN FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • June 12th, 2008 • Celera CORP • Services-commercial physical & biological research • Delaware
RESTRICTED STOCK UNIT AWARD AGREEMENT dated as of [Grant Date], by and between Celera Corporation, a Delaware corporation (the “Company”), and [Name], a regular salaried employee of the Company or one of its subsidiaries (“you”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • June 12th, 2008 • Celera CORP • Services-commercial physical & biological research • Delaware
INDEMNIFICATION AGREEMENT, effective as of [ ], 2008, by and between Applera Corporation, a Delaware corporation (the “Company”), and (the “Indemnitee”).
ASSIGNMENT AGREEMENT BY AND BETWEEN PHARMACYCLICS, INC. AND APPLERA CORPORATION April 7, 2006Assignment Agreement • June 12th, 2008 • Celera CORP • Services-commercial physical & biological research • California
THIS ASSIGNMENT AGREEMENT (the “Agreement”), effective as of April 7, 2006 (“Effective Date”), is by and between PHARMACYCLICS, INC., a Delaware corporation having its principal place of business at 995 East Arques Avenue, Sunnyvale, California 94085 (“Pharmacyclics”) and APPLERA CORPORATION, a Delaware corporation, by and through the CELERA GENOMICS GROUP having its principal place of business at 45 West Gude Drive, Rockville, Maryland 20850 (“Celera”). Celera and Pharmacyclics are sometimes referred to herein individually as a “Party” and collectively as the “Parties” and references to “Pharmacyclics” and “Celera” will include their respective Affiliates.
REAL-TIME INSTRUMENT PATENT LICENSE AGREEMENT First AmendmentReal-Time Instrument Patent License Agreement • June 12th, 2008 • Celera CORP • Services-commercial physical & biological research
This Amendment, effective June 27, 2006, 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”). This Amendment is the first amendment to the Real-Time Instrument Patent License Agreement between the Parties having the Effective Date of April 5, 2004 (hereinafter “the 2004 Agreement”).
