RESEARCH COLLABORATION AND LICENSE AGREEMENT between MERCK & CO., INC. and ARRIS PHARMACEUTICAL CORPORATIONResearch Collaboration and License Agreement • June 16th, 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”).
THIRD AMENDMENT TO AGREEMENTResearch Collaboration and License Agreement • June 16th, 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 16th, 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.”
MASTER SUPPLY AGREEMENTMaster Supply Agreement • June 16th, 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 AGREEMENTResearch Collaboration and License Agreement • June 16th, 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 [***].
FIFTH AMENDMENT TO AGREEMENTResearch Collaboration and License Agreement • June 16th, 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 AGREEMENTResearch Collaboration and License Agreement • June 16th, 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,
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”).
SIXTH AMENDMENT TO AGREEMENTResearch Collaboration and License 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.
SECOND AMENDMENT TO AGREEMENTResearch Collaboration and License 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 AGREEMENTResearch Collaboration and License 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 LABORATORIESStrategic Alliance 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.
ASSIGNMENT AGREEMENT BY AND BETWEEN PHARMACYCLICS, INC. AND APPLERA CORPORATION April 7, 2006Assignment Agreement • June 16th, 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.
Master Purchase AgreementMaster Purchase Agreement • June 16th, 2008 • Celera CORP • Services-commercial physical & biological research • Delaware
This Master Purchase Agreement (this “Agreement”), effective as of , 2008 (the “Effective Date”), is entered into between Applera Corporation, a Delaware corporation (“AB”), having a place of business at 850 Lincoln Centre Drive, Foster City, California 94404, and Celera Corporation, a Delaware Corporation (“Celera”), having a place of business at 1401 Harbor Bay Parkway, Alameda, California 94502, each individually a “Party” and collectively the “Parties”.
LICENSE AGREEMENTLicense Agreement • June 16th, 2008 • Celera CORP • Services-commercial physical & biological research • New York
This License Agreement (the “Agreement”), effective as of July 1, 2007 (the “Effective Date”), is by and between Applera Corporation, a Delaware corporation, through its Celera Group, having offices at 1401 Harbor Bay Parkway, Alameda, California 94502 (“Celera”), and Siemens Medical Solutions Diagnostics, a California corporation, having offices at 511 Benedict Avenue, Tarrytown, New York 10591 (“Siemens”). Each of Celera and Siemens hereafter shall be referred to individually as a “Party” and, collectively, as the “Parties”.
REAL-TIME INSTRUMENT PATENT LICENSE AGREEMENTPatent License Agreement • June 16th, 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”).
AMENDMENT TO AGREEMENTResearch Collaboration and License Agreement • June 16th, 2008 • Celera CORP • Services-commercial physical & biological research
This is an 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”).
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 16th, 2008 • Celera CORP • Services-commercial physical & biological research
[***] indicates material that has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.
REAL-TIME INSTRUMENT PATENT LICENSE AGREEMENTPatent License Agreement • June 16th, 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”.
Facility Participation AgreementFacility Participation Agreement • June 16th, 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 AGREEMENT First AmendmentReal-Time Instrument Patent License Agreement • June 16th, 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”).
