PACIFIC BIOSCIENCES OF CALIFORNIA, INC. 17,500,000 Shares of Common Stock (par value $0.001 per share) Underwriting AgreementUnderwriting Agreement • January 27th, 2023 • Pacific Biosciences of California, Inc. • Laboratory analytical instruments • New York
Pacific Biosciences of California, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 17,500,000 shares of its common stock, par value $0.001 per share (the “Shares”). The 17,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 2,625,000 Shares. Such additional 2,625,000 Shares to be sold by the Company, if any, pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares, are collectively called the “Offered Shares.” Goldman Sachs & Co. LLC (“Goldman Sachs”), Morgan Stanley & Co. LLC (“Morgan Stanley”) and Cowen and Company, LLC (“Cowen and Company”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connectio
PACIFIC BIOSCIENCES OF CALIFORNIA, INC. Shares of Common Stock Underwriting AgreementPacific Biosciences of California Inc • October 20th, 2010 • Laboratory analytical instruments • New York
PACIFIC BIOSCIENCES OF CALIFORNIA, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 30, 2023 1.375% Convertible Senior Notes due 2030Indenture • June 30th, 2023 • Pacific Biosciences of California, Inc. • Laboratory analytical instruments • New York
INDENTURE, dated as of June 30, 2023, between PACIFIC BIOSCIENCES OF CALIFORNIA, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
Sales AgreementPacific Biosciences of California Inc • October 5th, 2012 • Laboratory analytical instruments • New York
Pacific Biosciences of California, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
PACIFIC BIOSCIENCES OF CALIFORNIA, INC. 19,430,000 Shares of Common Stock (par value $0.001 per share) Underwriting AgreementPacific Biosciences of California, Inc. • August 14th, 2020 • Laboratory analytical instruments • New York
Pacific Biosciences of California, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 19,430,000 shares of its common stock, par value $0.001 per share (the “Shares”). The 19,430,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 2,914,500 Shares. Such additional 2,914,500 Shares to be sold by the Company, if any, pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares, are collectively called the “Offered Shares.” Morgan Stanley & Co. LLC (“Morgan Stanley”) and Cowen and Company, LLC (“Cowen”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To
AGREEMENT AND PLAN OF MERGER dated as of November 1, 2018 among PACIFIC BIOSCIENCES of CALIFORNIA, INC., ILLUMINA, INC. and FC OPS CORP.Agreement and Plan of Merger • November 5th, 2018 • Pacific Biosciences of California, Inc. • Laboratory analytical instruments • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of November 1, 2018, among Pacific Biosciences of California, Inc., a Delaware corporation (the “Company”), Illumina, Inc., a Delaware corporation (“Parent”), and FC Ops Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Subsidiary”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Article 1 hereof.
ContractPacific Biosciences of California, Inc. • August 4th, 2023 • Laboratory analytical instruments • New York
COLLABORATION AGREEMENT between PACIFIC BIOSCIENCES OF CALIFORNIA, INC. and GEN-PROBE INCORPORATED Dated as of June 15, 2010Collaboration Agreement • October 22nd, 2010 • Pacific Biosciences of California Inc • Laboratory analytical instruments • California
THIS COLLABORATION AGREEMENT (the “Agreement”) is entered into between Pacific Biosciences of California, Inc., a Delaware corporation (“PacBio”), having a place of business at 1505 Adams Drive, Menlo Park, California 94025 and Gen-Probe Incorporated, a Delaware corporation (“Gen-Probe”), having a place of business at 10210 Genetic Center Drive, San Diego, California 92121. PacBio and Gen-Probe may each sometimes be referred to herein as a “party” and collectively as the “parties.”
PACIFIC BIOSCIENCES OF CALIFORNIA, INC. CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • September 20th, 2010 • Pacific Biosciences of California Inc • Laboratory analytical instruments • California
This Change in Control Severance Agreement (the “Agreement”) is made and entered into by and between Hugh Martin (“Executive”) and Pacific Biosciences of California, Inc., a Delaware corporation (the “Company”), effective as of September 16, 2010 (the “Effective Date”).
PACIFIC BIOSCIENCES OF CALIFORNIA, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 16th, 2010 • Pacific Biosciences of California Inc • Delaware
THIS AGREEMENT is entered into, effective as of , 20 by and between Pacific Biosciences of California, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
PACIFIC BIOSCIENCES OF CALIFORNIA, INC. FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 16th, 2010 • Pacific Biosciences of California Inc • California
THIS FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of June 16, 2010, by and among PACIFIC BIOSCIENCES OF CALIFORNIA, INC., a Delaware corporation (the “Company”) and each of the persons and entities listed on Exhibit A hereto and referred to hereinafter collectively as the “Investors” and each individually as an “Investor.”
INVESTMENT AGREEMENT by and between PACIFIC BIOSCIENCES OF CALIFORNIA, INC. and SB NORTHSTAR LP Dated as of February 9, 2021Investment Agreement • February 10th, 2021 • Pacific Biosciences of California, Inc. • Laboratory analytical instruments • Delaware
INDENTURE, dated as of February [•], 2021, between PACIFIC BIOSCIENCES OF CALIFORNIA, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • October 22nd, 2010 • Pacific Biosciences of California Inc • Laboratory analytical instruments • New York
THIS AGREEMENT is effective as of February 1, 2004 (“Effective Date”) between Nanofluidics, Inc. (“LICENSEE”), a corporation of the State of Delaware, that has a principal place of business at 31 Dutch Mill Road, Ithaca, New York 14850, and Cornell Research Foundation, Inc. (“FOUNDATION”), a non-profit corporation of the State of New York, having an office at 20 Thornwood Drive, Suite 105, Ithaca, NY 14850. FOUNDATION and LICENSEE (individually “Party” and collectively, “Parties”) hereby agree as follows:
PACIFIC BIOSCIENCES OF CALIFORNIA, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENTControl and Severance Agreement • January 24th, 2023 • Pacific Biosciences of California, Inc. • Laboratory analytical instruments • California
This Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between Susan Kim (“Executive”) and Pacific Biosciences of California, Inc., a Delaware corporation (the “Company”), effective as of February 3, 2021 (the “Effective Date”).
ContractCertain Registration Rights Agreement • February 5th, 2013 • Pacific Biosciences of California Inc • Laboratory analytical instruments • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (I) THE RESALE OR TRANSFER OF SUCH SECURITIES IS PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS THAT IS EFFECTIVE AT THE TIME OF SUCH RESALE OR TRANSFER, OR (II) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
Lease Willow Park Menlo Park, California AMB Property, L.P., a Delaware limited partnership, as Landlord, and Pacific Biosciences of California, Inc., a Delaware corporation dba Pac Bio, Inc., as TenantPacific Biosciences of California Inc • March 23rd, 2011 • Laboratory analytical instruments
Third Amendment to Industrial LeaseIndustrial Lease • March 23rd, 2011 • Pacific Biosciences of California Inc • Laboratory analytical instruments
This Third Amendment to Industrial Lease (the “Amendment”) is made and entered into as of December , 2010 (the “Amendment Date”), by and between AMB Property, L.P., a Delaware limited partnership (“Landlord”), and Pacific Biosciences of California, Inc., a Delaware corporation dba Pac Bio, Inc. (“Tenant”), with reference to the following facts.
LICENSE AGREEMENTLicense Agreement • October 22nd, 2010 • Pacific Biosciences of California Inc • Laboratory analytical instruments • New York
THIS LICENSE AGREEMENT (this “Agreement”), dated as of September 11, 2006 (the “Effective Date”), is made by and between GE Healthcare Bio-Sciences Corp., with a principal place of business at 800 Centennial Avenue, Piscataway, New Jersey 08855 (“GEHC”), and Pacific Biosciences of California, Inc., with a principal place of business at 1505 Adams Drive, Menlo Park, CA 94025 (“Licensee”).
PACIFIC BIOSCIENCES OF CALIFORNIA, INC. CHANGE IN CONTROL SEVERANCE AGREEMENTControl Severance Agreement • March 1st, 2012 • Pacific Biosciences of California Inc • Laboratory analytical instruments • California
This Change in Control Severance Agreement (the “Agreement”) is made and entered into by and between Michael Hunkapiller (“Executive”) and Pacific Biosciences of California, Inc., a Delaware corporation (the “Company”), effective as of January 5, 2012 (the “Effective Date”).
EXCLUSIVE LICENSE AGREEMENT Between INDIANA UNIVERSITY RESEARCH AND TECHNOLOGY CORPORATION Licensor And NANOFLUIDICS, INC. Licensee *** Confidential Treatment RequestedExclusive License Agreement • October 19th, 2010 • Pacific Biosciences of California Inc • Laboratory analytical instruments • Indiana
Introduction: This Exclusive License Agreement (“Agreement”) is made and entered into on the Effective Date by and between the Indiana University Research and Technology Corporation, a nonprofit corporation organized under the laws of the state of Indiana, having its principal offices at 351 West 10th Street, Indianapolis, Indiana 46202 (hereinafter “IURTC”), and Nanofluidics, Inc., a corporation organized under the laws of the State of Delaware, having its address at 1505 Adams Drive, Menlo Park, CA 94025 (hereinafter “Nanofluidics”).
PACIFIC BIOSCIENCES OF CALIFORNIA, INC. EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2012 • Pacific Biosciences of California Inc • Laboratory analytical instruments • California
This Employment Agreement (the “Agreement”) is entered into as of January 5, 2012 (the “Effective Date”) by and between Pacific Biosciences of California, Inc. (the “Company”) and Michael Hunkapiller (“Executive”).
CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • February 26th, 2021 • Pacific Biosciences of California, Inc. • Laboratory analytical instruments • California
This Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between Christian O. Henry (“Executive”) and Pacific Biosciences of California, Inc., a Delaware corporation (the “Company”), effective as of February 3, 2021 (the “Effective Date”).
ContractPacific Biosciences of California, Inc. • February 28th, 2024 • Laboratory analytical instruments • California
FACILITY AGREEMENTFacility Agreement • February 5th, 2013 • Pacific Biosciences of California Inc • Laboratory analytical instruments • New York
FACILITY AGREEMENT (as amended, restated, modified or otherwise supplemented from time to time, this “Agreement”), dated as of February 5, 2013, between Pacific Biosciences of California, Inc., a Delaware corporation (the “Borrower”), and the lenders set forth on the signature page of this Agreement (the “Lenders” and, together with the Borrower, the “Parties”).
FIRST AMENDMENT TO LEASELease • March 6th, 2017 • Pacific Biosciences of California, Inc. • Laboratory analytical instruments • California
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is made as of December 23, 2016 (the “Effective Date”), by and between MENLO PARK PORTFOLIO II, LLC, a Delaware limited liability company (“Lessor”) and PACIFIC BIOSCIENCES OF CALIFORNIA, INC., a Delaware corporation (“Lessee”).
September 15, 2010Pacific Biosciences of California Inc • September 20th, 2010 • Laboratory analytical instruments
This letter is to confirm the terms of your employment with Pacific Biosciences, Inc. (the “Company”). This letter supersedes all prior agreements relating to the terms of your employment, except for the Change in Control Severance Agreement dated September 9, 2010, between you and the Company (the “Severance Agreement”) and the Pacific Biosciences At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement dated February 22, 2010, between you and the Company (the “Confidentiality Agreement”). This letter reflects the terms that are in effect as of September 15, 2010 (the “Effective Date”).
FIFTH AMENDMENT TO LEASELease Agreement • April 1st, 2015 • Pacific Biosciences of California, Inc. • Laboratory analytical instruments
THIS FIFTH AMENDMENT TO LEASE AGREEMENT (this “Fifth Amendment”) is entered into as of the 30th day of March, 2015, by and between Peninsula Innovation Partners, LLC, a Delaware limited liability company (“Landlord”) and Pacific Biosciences of California, Inc., a Delaware corporation dba Pac Bio, Inc. (“Tenant”).
September 15, 2010Pacific Biosciences of California Inc • September 20th, 2010 • Laboratory analytical instruments
This letter is to confirm the terms of your employment with Pacific Biosciences, Inc. (the “Company”). This letter supersedes all prior agreements relating to the terms of your employment, except for the Change in Control Severance Agreement dated September 9, 2010, between you and the Company (the “Severance Agreement”) and the Proprietary Information and Inventions Agreement dated March 3, 2004, between you and the Company (the “Confidentiality Agreement”). This letter reflects the terms that are in effect as of September 15, 2010 (the “Effective Date”).
SECURITY AGREEMENTSecurity Agreement • February 5th, 2013 • Pacific Biosciences of California Inc • Laboratory analytical instruments • New York
This Security Agreement (as amended, restated, modified or otherwise supplemented from time to time, this “Agreement”), dated as of February 5, 2013, is entered into between Pacific Biosciences of California, Inc., a Delaware corporation (“Obligor”), in favor of the entities identified as secured parties on the signature page of this Agreement (together, the “Secured Party”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS ([***]), HAS BEEN OMITTED BECAUSEDevelopment and Commercialization Agreement • August 6th, 2021 • Pacific Biosciences of California, Inc. • Laboratory analytical instruments
This Amendment No. 1 to the Development and Commercialization Agreement (“Amendment”) amends the Development and Commercialization Agreement by and between Invitae Corporation, a Delaware corporation, having a place of business at 1400 16th St., San Francisco, CA 94103 (“Invitae”) and Pacific Biosciences of California, Inc., a Delaware corporation, having a place of business at 1305 O’Brien Dr., Menlo Park, CA 94025 (“PacBio”) effective January 12, 2021 (the “Agreement”). This Amendment shall be effective as of January 12, 2021 (the “Amendment Effective Date”)
FORM OF VOTING AGREEMENTForm of Voting Agreement • November 5th, 2018 • Pacific Biosciences of California, Inc. • Laboratory analytical instruments • Delaware
This VOTING AGREEMENT (this “Agreement”) dated as of November 1, 2018, is by and between Illumina, Inc., a Delaware corporation (“Parent”), and the stockholder whose name appears on the signature page to this Agreement (“Stockholder”).
THIRD LEASE AMENDMENT AGREEMENTThird Lease Amendment Agreement • March 6th, 2017 • Pacific Biosciences of California, Inc. • Laboratory analytical instruments
This THIRD LEASE AMENDMENT AGREEMENT (this “Agreement”) is entered into as of January 27, 2017, by and between Peninsula Innovation Partners, LLC, a Delaware limited liability company (“Landlord”) and Pacific Biosciences of California, Inc., a Delaware corporation (“Tenant”).
First Amendment to Lease AgreementTo Lease Agreement • August 16th, 2010 • Pacific Biosciences of California Inc
This First Amendment to Lease Agreement (the “Amendment”) is made and entered into as of May 19, 2010, by and between AMB Property L.P., a Delaware limited partnership (“Landlord”), and Pacific Biosciences of California, Inc., a Delaware corporation dba Pac Bio, Inc. (“Tenant”), with reference to the following facts.
PACIFIC BIOSCIENCES OF CALIFORNIA, INC. GLOBAL RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANTRestricted Stock Unit Agreement • May 26th, 2022 • Pacific Biosciences of California, Inc. • Laboratory analytical instruments • California
Unless otherwise defined herein, the terms defined in the Pacific Biosciences of California, Inc. 2020 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Global Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and all other exhibits, appendices, and addenda attached hereto (the “Award Agreement”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS ([***]), HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL ANDDevelopment and Commercialization Agreement • February 26th, 2021 • Pacific Biosciences of California, Inc. • Laboratory analytical instruments • California
This DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (the “Agreement”), effective as of January 12, 2021 (the “Effective Date”), is made by and between Pacific Biosciences of California, Inc., a Delaware corporation, having a place of business at 1305 O’Brien Dr., Menlo Park, CA 94025 (“PacBio”) and Invitae Corporation, a Delaware corporation, having a place of business at 1400 16th St., San Francisco, CA 94103 (“Invitae” and, together with PacBio, the “Parties” and each, a “Party”).
