BIOTROVE, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Albert A. Luderer)Employment Agreement • August 22nd, 2008 • BioTrove, Inc. • Laboratory analytical instruments • Massachusetts
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of December 5, 2007 (the “Effective Date”) and amended and restated as of May 30, 2008 (the “Amendment Date”) by and between BioTrove, Inc. with a mailing address at 12 Gill Street, Suite 4000, Woburn MA 01801-1728 (the “Company”) and Albert A. Luderer, with a mailing address set forth under the Executive’s name on the signature line (the “Executive”).
EXCLUSIVE AGREEMENTClient and Billing Agreement • May 28th, 2008 • BioTrove, Inc. • Laboratory analytical instruments • California
This Agreement between THE BOARD OF TRUSTEES OF THE LELANDAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and BioTrove, Inc. (“BioTrove”), a corporation having a principal place of business at 12 Gill Street, Suite 4000, Woburn, MA 01801, is effective on the 6th day of May, 2004 (“Effective Date”).
THERMAL CYCLER SUPPLIER AGREEMENTThermal Cycler Supplier Agreement • May 28th, 2008 • BioTrove, Inc. • Laboratory analytical instruments • California
This Agreement, is entered into as of December 22, 2004, (the “Effective Date”) 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 (collectively, “ABI”), and BioTrove, Inc., having an office at 12 Gill Street, Suite 4000, Woburn, Massachusetts 01801 (“Thermal Cycler Supplier”) hereafter each a “Party,” collectively referred to as “the Parties.”
PATENT LICENSE AGREEMENTPatent License Agreement • May 28th, 2008 • BioTrove, Inc. • Laboratory analytical instruments • California
This Agreement is entered into as of November 9, 2007 (the “Effective Date”), 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 (“AB”) on the one hand, and Biotrove, Inc., having a place of business at 12 Gill Street, Woburn, MA 01801 (“Licensee”), each of AB and BT hereafter referred to as a “Party” and, collectively, as “Parties”.
CUMMINGS PROPERTIES, LLC STANDARD FORM COMMERCIAL LEASEBioTrove, Inc. • August 22nd, 2008 • Laboratory analytical instruments • Massachusetts
In consideration of the covenants herein contained, Cummings Properties, LLC (“LESSOR”), does hereby lease to BioTrove, Inc. (a DE corp.), 620 Memorial Drive, Cambridge, MA 02139 (“LESSEE”), the following described premises (“the leased premises”): approximately 19,359 square feet (including 0.3% common area) at 10-J and 10-K Gill Street, Woburn, MA 01801, TO HAVE AND HOLD the leased premises for a term of five (5) years commencing at noon on April 1, 2003 and ending at noon on March 30, 2008 unless sooner terminated as herein provided, LESSOR and LESSEE now covenant and agree that the following terms and conditions shall govern this lease during the term hereof and for such further time as LESSEE shall hold the leased premises or any portion thereof.
INTELLECTUAL PROPERTY LICENSE, COLLABORATION AND SUPPLY AGREEMENTIntellectual Property License, Collaboration and Supply Agreement • May 28th, 2008 • BioTrove, Inc. • Laboratory analytical instruments • California
THIS INTELLECTUAL PROPERTY LICENSE, COLLABORATION AND SUPPLY AGREEMENT (“Agreement”), effective as of November 9, 2007 (the “Effective Date”) is made and entered into by and between APPLERA CORPORATION, a Delaware corporation, by and through its Applied Biosystems Group, having a principal place of business at 850 Lincoln Centre Drive, Foster City, CA 94404 (“AB”), and BIOTROVE, INC., having a place of business at 12 Gill Street, Woburn, MA 01801 (“BT”).
MASSACHUSETTS INSTITUTE OF TECHNOLOGY EXCLUSIVE PATENT LICENSE AGREEMENTPatent License Agreement • June 27th, 2008 • BioTrove, Inc. • Laboratory analytical instruments • Massachusetts
This Agreement, effective as of the date set forth above the signatures of the parties below (the “EFFECTIVE DATE”), is between the Massachusetts Institute of Technology (“M.I.T.”), a Massachusetts corporation, with a principal office at 77 Massachusetts Avenue, Cambridge, MA 02139-4307 and BioTrove, Inc., a corporation having its principal office at 620 Memorial Drive, Cambridge, MA 02139 (“COMPANY”).
BIOTROVE, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • April 1st, 2008 • BioTrove, Inc. • Delaware
This AGREEMENT, dated as March 28, 2007, is made by and between BioTrove, Inc., a Delaware corporation (the “Corporation”) and Gregory C. Critchfield (the “Grantee”).
Black Mountain Holdings, LLC dba Black Mountain Properties, LLC basic lease informationLease Agreement • May 22nd, 2008 • BioTrove, Inc. • Laboratory analytical instruments
BIOTROVE, INC. BONUS AGREEMENT WITH JEFFREY LEATHEBonus Agreement With Jeffrey Leathe • May 22nd, 2008 • BioTrove, Inc. • Laboratory analytical instruments
AGREEMENT made as of the 17th day of March 2008, between BioTrove, Inc., a Delaware corporation (the “Company”), and Jeffrey Leathe (the “Employee”).
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE COMPANY HAS RECEIVED A WRITTEN OPINION OF COUNSEL...BioTrove, Inc. • April 1st, 2008 • Massachusetts
THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT ARE SUBJECT TO AGREEMENTS, COVENANTS AND RESTRICTIONS PROVIDED IN THE AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, DATED AS OF DECEMBER 30, 2003, AS AMENDED FROM TIME TO TIME, BY AND AMONG THE COMPANY AND THE PERSONS NAMED THEREIN. A COPY OF SUCH AGREEMENT WILL BE PROVIDED AT NO COST TO THE HOLDER HEREOF UPON WRITTEN REQUEST TO THE COMPANY.
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF...BioTrove, Inc. • April 1st, 2008 • Massachusetts
THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT ARE SUBJECT TO AGREEMENTS, COVENANTS AND RESTRICTIONS PROVIDED IN THE AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, DATED AS OF DECEMBER 30, 2003, AS AMENDED FROM TIME TO TIME, BY AND AMONG THE COMPANY AND THE PERSONS NAMED THEREIN. A COPY OF SUCH AGREEMENT WILL BE PROVIDED TO AT NO COST TO THE HOLDER HEREOF UPON WRITTEN REQUEST TO THE COMPANY.
BIOTROVE, INC. Second Amended and Restated Registration Rights AgreementRegistration Rights Agreement • April 1st, 2008 • BioTrove, Inc. • Massachusetts
This Second Amended and Restated Registration Rights Agreement (the “Agreement”) is made as of this 10th day of December, 2007, by and among (I) BioTrove, Inc., a Delaware corporation (the “Company”), (II) certain holders of the Company’s Common Stock (as defined below) who are listed from time to time on Exhibit A hereto and who are identified on the signature pages hereto or who shall become a party hereto by execution and delivery to the Company of a Counterpart Signature Page for Common Stockholders in the form attached hereto as Attachment I (the “Common Stockholders”), and (III) the holders of the Company’s Series B/C Preferred Stock (as defined below) listed from time to time on Exhibit B hereto and who are identified on the signature pages hereto or who shall become a party hereto by execution and delivery to the Company of a Counterpart Signature Page for Investors in the form attached hereto as Attachment II (the “Investors”). For the sake of clarity, any person or entity hol
BIOTROVE, INC. BONUS AGREEMENT WITH EDWARD SZTUKOWSKIBonus Agreement With Edward Sztukowski • May 22nd, 2008 • BioTrove, Inc. • Laboratory analytical instruments
AGREEMENT made as of the 17th day of March 2008, between BioTrove, Inc., a Delaware corporation (the “Company”), and Edward Sztukowski (the “Employee”).
COLLABORATION AND SERVICES AGREEMENTCollaboration and Services Agreement • May 22nd, 2008 • BioTrove, Inc. • Laboratory analytical instruments • New York
THIS COLLABORATION AND SERVICES AGREEMENT (together with the attached Exhibits, this “Agreement”), dated as of the date of the last party to sign below (the “Effective Date”), is by and between BioTrove, Inc., a Delaware corporation, having offices at 12 Gill Street, Suite 4000, Woburn, MA 01801 (together with its Affiliates, “BioTrove”), and OSI Pharmaceuticals, Inc., a Delaware corporation, having executive offices at 41 Pinelawn Road, Melville, NY 11747 USA (together with its Affiliates, “OSI”). BioTrove and OSI are sometimes referred to individually herein as a “Party” and collectively as the “Parties.”
AGILENT TECHNOLOGIES AND BIOTROVE CO-MARKETING AGREEMENTMarketing Agreement • April 1st, 2008 • BioTrove, Inc. • California
CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • April 1st, 2008 • BioTrove, Inc. • Illinois
THIS CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of October 26, 2006 by and among BIOTROVE, INC., a Delaware corporation, and any additional Borrower that may hereafter be added to this Agreement (each, individually as a Borrower and collectively as Borrowers), MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.
SERIES A-1 PREFERRED WARRANTBioTrove, Inc. • April 1st, 2008 • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR PURSUANT TO SECURITIES OR “BLUE SKY” LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHICATED OR OTHERWISE ASSIGNED, EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER. SUCH ACT, (ii) PURSUANT TO RULE 144 UNDER SUCH ACT, OR (iii) UPON THE FURNISHING OF AN OPINION OF COUNSEL (OR OTHER EVIDENCE) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS NOT REQUIRED TO BE REGISTERED UNDER SUCH ACT OR ANY APPLICABLE “BLUE SKY” LAWS.
ContractBioTrove, Inc. • April 1st, 2008 • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED,...BioTrove, Inc. • April 1st, 2008 • Massachusetts
THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT ARE SUBJECT TO AGREEMENTS, COVENANTS AND RESTRICTIONS PROVIDED IN THE AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, DATED AS OF DECEMBER 30, 2003, AS AMENDED FROM TIME TO TIME, BY AND AMONG THE COMPANY AND THE PERSONS NAMED THEREIN. A COPY OF SUCH AGREEMENT WILL BE PROVIDED AT NO COST TO THE HOLDER HEREOF UPON WRITTEN REQUEST TO THE COMPANY.
