Epocrates Inc Sample Contracts

Epocrates Inc – BY‑LAWS of EPOCRATES, INC. (March 12th, 2013)
Epocrates Inc – VOTING AGREEMENT (January 7th, 2013)

This Voting Agreement (“Agreement”), dated as of January 7, 2013, is made by and between athenahealth, Inc., a Delaware corporation (“Parent”), and the undersigned holder (the “Stockholder”) of shares of common stock, par value $0.001 per share, or other securities of Epocrates, Inc., a Delaware corporation (the “Company”).

Epocrates Inc – AGREEMENT AND PLAN OF MERGER among ATHENAHEALTH, INC., ECHO MERGER SUB, INC. and EPOCRATES, INC. Dated as of January 7, 2013 (January 7th, 2013)

AGREEMENT AND PLAN OF MERGER, dated as of January 7, 2013 (this “Agreement”), among ATHENAHEALTH, INC., a Delaware corporation (“Parent”), ECHO MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and EPOCRATES, INC., a Delaware corporation (the “Company”).

Epocrates Inc – Epocrates Announces Third Quarter 2012 Results (October 30th, 2012)

SAN MATEO, Calif. – October 30, 2012 – Epocrates, Inc. (NASDAQ: EPOC), a leading physician platform for clinical content, practice tools and health industry engagement, today reported its third quarter 2012 results.

Epocrates Inc – August 6, 2012 (August 7th, 2012)
Epocrates Inc – March 22, 2012 (March 26th, 2012)

On behalf of Epocrates, Inc. (“Epocrates” or the “Company”), I am pleased to offer you the full-time position of President and Chief Executive Officer.  The terms and conditions of your new position and employment relationship with the Company are as set forth below:

Epocrates Inc – EPOCRATES, INC. November 7, 2011 (March 19th, 2012)
Epocrates Inc – 2010 and 2011 Executive Officer Compensation Arrangements (March 19th, 2012)
Epocrates Inc – November 17, 2011 Re: Separation Agreement Dear Rose: (March 19th, 2012)

This letter sets forth the terms of the separation agreement (the “Agreement”) between you and Epocrates, Inc. (“Epocrates” or the “Company”).

Epocrates Inc – December 9, 2011 Peter Brandt Re: Offer of Employment Dear Peter (March 19th, 2012)

On behalf of Epocrates, Inc. (“Epocrates” or the “Company”), I am pleased to offer you the full-time position of Interim President and Chief Executive Officer. The terms and conditions of your new position and employment relationship with the Company are as set forth below:

Epocrates Inc – Epocrates Streamlines Strategic Focus and Reports Fourth Quarter and Full Year 2011 Results - Company to Focus on Providing Trusted Content and Collaborative Solutions for Physicians - Company to Explore Strategic Alternatives for its Electronic Health Records Offering - Full Year 2011 Revenue Increased 9% to $113 Million (February 28th, 2012)

SAN MATEO, Calif. — February 28, 2012 — Epocrates, Inc. (NASDAQ: EPOC), a leading physician platform for clinical content, practice tools and health industry engagement, today announced a strategic streamlining of its business and reported its financial results for the fiscal fourth quarter and full year 2011.

Epocrates Inc – Epocrates Reports 2011 Third Quarter Financial Results and Updated 2011 Guidance (November 8th, 2011)

SAN MATEO, Calif. — November 8, 2011 — Epocrates, Inc. (NASDAQ: EPOC), a leading physician platform for clinical content, practice tools and health industry engagement, today reported financial results for its fiscal third quarter of 2011. Epocrates’ revenue totaled $26.6 million in the third quarter of 2011 compared to $24.1 million in the same quarter of the prior year, an increase of 10.4%.

Epocrates Inc – EPOCRATES, INC. AMENDMENT NO. 1 TO THE AMENDED AND RESTATED OFFER LETTER (August 12th, 2011)

This AMENDMENT NO. 1 (the “Amendment”) to that Amended and Restated Offer Letter dated as of January 28, 2011 (the “Agreement”), by and between Epocrates, Inc., a Delaware corporation (the “Company”) and Patrick D. Spangler (the “Employee”) is entered into as of June 29, 2011 by and between the Company and the Employee.

Epocrates Inc – June 8, 2011 (August 12th, 2011)
Epocrates Inc – EPOCRATES, INC. AMENDMENT NO. 1 TO OFFER LETTER (August 12th, 2011)

This AMENDMENT NO. 1 (the “Amendment”) to that Offer Letter dated as of February 25, 2009 (the “Agreement”), by and between Epocrates, Inc., a Delaware corporation (the “Company”) and Rosemary A. Crane (the “Employee”) is entered into as of April 18, 2011 by and between the Company and the Employee.

Epocrates Inc – Epocrates Reports 2011 Second Quarter Financial Results and Updated 2011 Guidance (August 9th, 2011)

SAN MATEO, Calif. — August 9, 2011 — Epocrates, Inc. (NASDAQ: EPOC), a leading provider of mobile drug reference tools to healthcare professionals and interactive services to the healthcare industry, today reported financial results for its fiscal second quarter of 2011 and provided updated financial guidance for 2011.  Epocrates’ net sales totaled $27.9 million in the second quarter of 2011 compared to $25.3 million in the same quarter of the prior year, an increase of 10.2%.

Epocrates Inc – [Epocrates, Inc. Letterhead] (January 31st, 2011)

As we have discussed, this letter confirms an amendment and restatement (the "Amendment") to the terms of your employment offer letter with Epocrates, Inc. (the "Company") dated September 29, 2010 (the "Offer Letter"). This Amendment supersedes and replaces in full the Offer Letter and is effective as of January 28, 2011. You hereby agree that your option grant documentation with respect to the Milestone-Based Vesting Option (as defined below) is hereby amended to reflect the terms set forth herein. On behalf of Epocrates, Inc. ("Epocrates" or the "Company"), the amended and restated terms and conditions of your position and employment relationship with the Company are as set forth below:

Epocrates Inc – [Epocrates Letterhead] (January 20th, 2011)

On behalf of Epocrates, Inc. ("Epocrates" or the "Company"), I am pleased to offer you the full-time position of Vice President and Corporate Controller. The terms and conditions of your new position and employment relationship with the Company are as set forth below:

Epocrates Inc – EPOCRATES, INC. 2008 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: MARCH 19, 2008 AMENDED BY THE COMPENSATION COMMITTEE ON BEHALF OF THE BOARD OF DIRECTORS: APRIL 17, 2009 (THE "EFFECTIVE DATE") APPROVED BY THE STOCKHOLDERS: JUNE 22, 2009 AMENDED BY THE BOARD OF DIRECTORS: APRIL 30, 2010 AMENDED BY THE BOARD OF DIRECTORS: NOVEMBER 11, 2010 AMENDED BY THE STOCKHOLDERS: NOVEMBER 19, 2010 AMENDED BY THE BOARD OF DIRECTORS: DECEMBER 22, 2010 APPROVED BY THE STOCKHOLDERS: JANUARY 5, 2011 TERMINATION DATE: APRIL 16, 2019 (January 10th, 2011)
Epocrates Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EPOCRATES, INC. (January 10th, 2011)

For the management of the business and for the conduct of the affairs of the Company, and in further definition, limitation and regulation of the powers of the Company, of its directors and of its stockholders or any class thereof, as the case may be, it is further provided that:

Epocrates Inc – Contract (January 10th, 2011)

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

Epocrates Inc – Contract (January 10th, 2011)

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

Epocrates Inc – EPOCRATES, INC. Shares of Common Stock Underwriting Agreement (January 10th, 2011)

Epocrates, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"), an aggregate of                  shares of Common Stock, par value $0.001 per share, of the Company (the "Common Stock"), and certain stockholders of the Company named in Schedule 2 hereto (the "Selling Stockholders") propose to sell to the several Underwriters an aggregate of                  shares of Common Stock of the Company (collectively, the "Underwritten Shares"). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional                  shares of Common Stock of the Company (the "Option Shares"). The Underwritten Shares and the Option Shares are herein referred to as the "Shares". The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to

Epocrates Inc – EPOCRATES, INC. 2010 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JULY 15, 2010 AMENDED BY THE BOARD OF DIRECTORS: NOVEMBER 11, 2010 APPROVED BY THE STOCKHOLDERS: NOVEMBER 19, 2010 AMENDED BY THE BOARD OF DIRECTORS: DECEMBER 22, 2010 APPROVED BY THE STOCKHOLDERS: JANUARY 5, 2011 TERMINATION DATE: JULY 14, 2020 (January 10th, 2011)
Epocrates Inc – WINDSOR CORPORATE PARK LEASE AGREEMENT between WINDSOR LIMITED PARTNERSHIP OF NJ, Landlord, and EPOCRATES, INC., Tenant, for Leased Premises in Windsor Corporate Park East Windsor, New Jersey June 9, 2006 (November 22nd, 2010)

THIS LEASE AGREEMENT ("Lease") dated as of June 9, 2006, between WINDSOR LIMITED PARTNERSHIP OF NJ, a New Jersey limited partnership, with offices at 10 Campus Boulevard, Newtown Square, Pennsylvania 19073 ("Landlord"), and EPOCRATES, INC., a California corporation, with its principal office at 1800 Gateway Drive, Suite 300, San Mateo, California 94404 ("Tenant"). Landlord and Tenant hereby agree as follows:

Epocrates Inc – [Epocrates, Inc. Letterhead] October 8, 2010 Dave Burlington Re: Employment Terms Dear Dave, (November 17th, 2010)

On behalf of Epocrates, Inc. ("Epocrates" or the "Company"), I am pleased to offer you the full-time position of Chief Operations Officer. The terms and conditions of your new position and employment relationship with the Company are as set forth below:

Epocrates Inc – EPOCRATES, INC. INDEMNITY AGREEMENT (November 17th, 2010)

THIS AGREEMENT is made and entered into this            day of                        , 20            by and between EPOCRATES, INC., a Delaware corporation (the "Corporation"), and                                     ("Agent").

Epocrates Inc – EPOCRATES, INC. 2010 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JULY 15, 2010 APPROVED BY THE STOCKHOLDERS: , 2010 TERMINATION DATE: JULY 14, 2020 (November 17th, 2010)
Epocrates Inc – EPOCRATES, INC. 2010 EQUITY INCENTIVE PLAN OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION) (November 17th, 2010)

Pursuant to your Stock Option Grant Notice ("Grant Notice") and this Option Agreement, Epocrates, Inc. (the "Company") has granted you an option under its 2010 Equity Incentive Plan (the "Plan") to purchase the number of shares of the Company's Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

Epocrates Inc – EPOCRATES, INC. 2008 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: MARCH 19, 2008 AMENDED BY THE COMPENSATION COMMITTEE ON BEHALF OF THE BOARD OF DIRECTORS: APRIL 17, 2009 (THE "EFFECTIVE DATE") APPROVED BY THE STOCKHOLDERS: JUNE 22, 2009 AMENDED BY THE BOARD OF DIRECTORS: APRIL 30, 2010 AMENDED BY THE BOARD OF DIRECTORS: NOVEMBER 11, 2010 APPROVED BY STOCKHOLDERS: TERMINATION DATE: APRIL 16, 2019 (November 17th, 2010)
Epocrates Inc – SUBLEASE (November 17th, 2010)

THIS SUBLEASE is made and entered into this 30th day of September, 2010, by and between CA, INC., a Delaware corporation ("Sublandlord") and EPOCRATES, INC., a Delaware corporation ("Subtenant").

Epocrates Inc – EPOCRATES, INC. RESTRICTED STOCK UNIT GRANT NOTICE 2010 EQUITY INCENTIVE PLAN (November 17th, 2010)

Epocrates, Inc. (the "Company"), pursuant to its 2010 Equity Incentive Plan (the "Plan"), hereby awards to Participant a Restricted Stock Unit award for the number of shares of the Company's Common Stock set forth below (the "Award"). The Award is subject to all of the terms and conditions as set forth herein and in the Plan and the Restricted Stock Unit Agreement, both of which are attached hereto and incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan or the Restricted Stock Unit Agreement. In the event of any conflict between the terms in the Award and the Plan, the terms of the Plan shall control.

Epocrates Inc – EPOCRATES, INC. 2008 EQUITY INCENTIVE PLAN OPTION GRANT NOTICE (November 17th, 2010)

Epocrates, Inc. (the "Company"), pursuant to its 2008 Equity Incentive Plan (the "Plan"), hereby grants to Optionholder an option to purchase the number of shares of the Company's Common Stock set forth below. This option is subject to all of the terms and conditions as set forth herein and in the Option Agreement, the Plan, and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety.

Epocrates Inc – Contract (October 27th, 2010)

CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Epocrates Inc – August 10, 2010 Robert Quinn Re: Separation Agreement Dear Bob: (September 27th, 2010)

As discussed, this letter sets forth the terms of the separation agreement (the "Agreement") between you and Epocrates, Inc. ("Epocrates" or the "Company").