MASTER CLOSING AGREEMENT By and Among FLUIDIGM CORPORATION, a California corporation, OCULUS PHARMACEUTICALS, INC., a Delaware corporation, and THE UAB RESEARCH FOUNDATION dated March 7, 2003Master Closing Agreement • April 14th, 2008 • Fluidigm Corp • Alabama
THIS MASTER CLOSING AGREEMENT is entered into as of March 7, 2003 by and among FLUIDIGM CORPORATION, a California corporation (“Fluidigm”), OCULUS PHARMACEUTICALS, INC., a Delaware corporation (“Oculus”), and THE UAB RESEARCH FOUNDATION (“UABRF”).
Loan and Security AgreementsLoan and Security Agreement • April 14th, 2008 • Fluidigm Corp • California
This Loan and Security Agreement No. 4561 (this “Agreement”) is entered into as of March 29, 2005, by and between Lighthouse Capital Partners V, L.P. (“Lender”) and Fluidigm Corporation, a California corporation (“Borrower” or sometimes referred to herein as “Debtor”) and sets forth the terms and conditions upon which Lender will lend and Borrower will repay money. In consideration of the mutual covenants herein contained, the parties agree as follows:
PATENT LICENSE AGREEMENT 3950.LICI.001 Gyros ABPatent License Agreement • April 14th, 2008 • Fluidigm Corp • New York
This Agreement, effective as of January 9, 2003, is made by and between GYROS AB having its principal office at Uppsala Science Park, SE-751 83 Uppsala, Sweden, a corporation organized and existing under the laws of Sweden (hereinafter referred to as “Licensor”), and FLUIDIGM Corporation having its principal office at 7100 Shoreline Court, South San Francisco, CA 94080, a corporation organized and existing under the laws of the state of California, U.S.A (hereinafter referred to as the “Licensee”).
FLUIDIGM CORPORATION SERIES E PREFERRED STOCK PURCHASE AGREEMENT First Closing: June 13, 2006 Second Closing: December 22, 2006 Third Closing: March 30, 2007 Fourth Extended Closing: October 10, 2007 Fifth Extended Closing: October 26, 2007 Sixth...Preferred Stock Purchase Agreement • April 14th, 2008 • Fluidigm Corp • California
THIS SERIES E PREFERRED STOCK PURCHASE AGREEMENT is made as of June 13, 2006, by and among Fluidigm Corporation, a California corporation (the “Company”), and the purchasers listed on the Schedule of Purchasers attached hereto as EXHIBIT A (the “Schedule of Purchasers”). The persons or entities listed thereon are hereinafter referred to collectively as the “Purchasers” and individually as a “Purchaser.”
EMPLOYEE LOAN AGREEMENTEmployee Loan Agreement • April 14th, 2008 • Fluidigm Corp • California
THIS EMPLOYEE LOAN AGREEMENT (the “Agreement”) is entered into as of January 20, 2004, by and between Fluidigm Corporation, a California corporation (the “Lender”), and Gajus V. Worthington (“Borrower”).
LICENSE AGREEMENTLicense Agreement • April 14th, 2008 • Fluidigm Corp • Alabama
THIS LICENSE AGREEMENT (this “Agreement”) dated as of March 7, 2003 (the “Effective Date”), is entered into between The UAB Research Foundation, an Alabama not for profit organization (“UABRF”), having a place of business at 1120G Administration Building, 704 20th Street, Birmingham, Alabama 35294, and Fluidigm Corporation, a California corporation (“Fluidigm”), having a place of business at 7100 Shoreline Court, South San Francisco, California 94080.
SECOND AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • April 14th, 2008 • Fluidigm Corp • California
This SECOND AMENDED AND RESTATED LICENSE AGREEMENT (“Agreement”), effective May 1, 2000 (the “Effective Date”) with a second restatement date as of May 1, 2004 (the “Second Restatement Date”), between California Institute Of Technology, 1200 East California Boulevard, Pasadena, California 91125 (“Caltech”) and Fluidigm Corporation, 7100 Shoreline Court, South San Francisco, California 94080 (formerly Mycometrix Corporation) (“Licensee”).
FLUIDIGM CORPORATION STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • April 14th, 2008 • Fluidigm Corp • California
This agreement is made this 10th day of April 2008, between Fluidigm Corporation, a Delaware corporation (the “Company”) and Gajus V. Worthington (the “Founder”).
FLUIDIGM CORPORATION CONSULTING AGREEMENTConsulting Agreement • April 14th, 2008 • Fluidigm Corp • California
First Amendment To Co-Exclusive License Agreement Between PRESIDENT AND FELLOWS OF HARVARD COLLEGE And MYCOMETRIX CORPORATION (now Fluidigm Corporation) Re: Harvard Case #[***]Fluidigm Corp • April 14th, 2008
This is the first amendment to a co-exclusive license agreement effective October 15, 2000, by and between the President and Fellows of Harvard College, with offices at 1350 Massachusetts Avenue, Suite 727, Cambridge, MA 02138 (“Harvard”) and Mycometrix Corporation, a California Corporation, with offices at 213 East Grand Avenue, South San Francisco, CA 94080 (“Licensee”).
SETTLEMENT AGREEMENT AND GENERAL RELEASE OF ALL CLAIMSSettlement Agreement and General Release • April 14th, 2008 • Fluidigm Corp
This Settlement Agreement and General Release of All Claims (“Agreement”) is made and entered into as of March 20, 2008, by and between Michael Ybarra Lucero (“Employee”), on the one hand, and Fluidigm Corporation (“Employer”), on the other hand, for the purpose of settling any and all claims between them, as more specifically described below, including any and all claims arising from or in any way related to the Employee’s employment by and cessation of employment with the Employer, except as noted below.
Distribution AgreementConfidential Disclosure Agreement • April 14th, 2008 • Fluidigm Corp • New York
This Agreement, effective as of April 1, 2005 (“Effective Date”), is made by and between Fluidigm Corporation, a corporation of the State of California, having an office at 7100 Shoreline Court, South San Francisco CA 94080, United States of America (“FC”), and Eppendorf AG, a German corporation, having its headquarter at Barkhausenweg 1, D-22339 Hamburg, Germany (“EAG”), each hereinafter referred to as the “Party” or collectively called the “Parties”.
ADDENDUM TO SECOND AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • April 14th, 2008 • Fluidigm Corp
THIS ADDENDUM TO SECOND AMENDED AND RESTATED LICENSE AGREEMENT (this “Addendum”) dated as of March 29, 2007 (the “Addendum Date”), is entered into between CALIFORNIA INSTITUTE OF TECHNOLOGY (“Caltech”), having an address at 1200 East California Boulevard, Pasadena, California 91125, and FLUIDIGM CORPORATION (“Licensee”), having a principal place of business at 7100 Shoreline Court, South San Francisco, California 94080, with respect to the following facts:
FLUIDIGM CORPORATION EIGHTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT June 13, 2006Investor Rights Agreement • April 14th, 2008 • Fluidigm Corp • California
THIS EIGHTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of June 13, 2006 by and among Fluidigm Corporation, a California corporation (the “Company”), the persons set forth on EXHIBIT A hereto (the “New Investors”), the persons set forth on the Schedule of Founders attached hereto as EXHIBIT B (the “Founders”), and the persons set forth on EXHIBIT C hereto (the “Prior Investors”). The Prior Investors and the New Investors are referred to herein collectively as the “Investors.”
Fluidigm Corporation CONVERTIBLE NOTE PURCHASE AGREEMENT (US$15 Million Credit Facility) August 7, 2006Convertible Note Purchase Agreement • April 14th, 2008 • Fluidigm Corp
This Convertible Note Purchase Agreement (the “Agreement”) is made as of August 7, 2006, by and between Fluidigm Corporation, a California corporation (the “Company”), and Biomedical Sciences Investment Fund Pte Ltd (“Purchaser”).
Negative Pledge AgreementNegative Pledge Agreement • April 14th, 2008 • Fluidigm Corp
This Negative Pledge Agreement is made as of March 29, 2005, by and between Fluidigm Corporation (“Borrower”) and Lighthouse Capital Partners V, L.P. (“Lender”).
ContractFluidigm Corp • April 14th, 2008 • California
NEITHER THIS WARRANT NOR THE SHARES OF CAPITAL STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS.
AMENDMENT NO. 1 TO PATENT LICENSE AGREEMENTPatent License Agreement • April 14th, 2008 • Fluidigm Corp
This Amendment No. 1 (the “Amendment”) to the parties’ January 9, 2003 Patent License Agreement is entered into as of the date of the latter signature below by and between GYROS AB having its principal office at Uppsala Science Park, SE-751 83 Uppsala, Sweden, a corporation organized and existing under the laws of Sweden (hereinafter referred to as “Licensor”), and FLUIDIGM Corporation having its principal office at 7100 Shoreline Court, South San Francisco, CA 94080, a corporation organized and existing under the laws of the state of California, U.S.A (hereinafter referred to as the “Licensee”).
FLUIDIGM CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • April 14th, 2008 • Fluidigm Corp • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 20 , by and between Fluidigm Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
FLUIDIGM CORPORATION 1999 STOCK OPTION PLAN STOCK OPTION AGREEMENTStock Option Plan Stock Option Agreement • April 14th, 2008 • Fluidigm Corp • California
Unless otherwise defined herein, the terms defined in the 1999 Stock Option Plan shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
