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Preview Full Doc	2002	Access Agreement Access Agreement (80K) Doc #151409: Click preview link for longer preview. INVADERCREATOR ACCESS AGREEMENT This InvaderCreator Access Agreement ("Agreement"), effective as of October 15, 2002 (the "Effective Date"), is entered into by and between Third Wave Technologies, Inc., organized under the laws of Delaware and having its principal place of business at 502 S. Rosa Road, Madison, Wisconsin 53719 ("TWTI"), and Aclara Biosciences, Inc., organized under the laws of Delaware and having its principal place of business at 1288 Pear Avenue, Mountain View, California 94043 ("ACLA"). BACKGROUND A. TWTI and ACLA have entered into that certain License Agreement of even date herewith (the "License Agreement") and Supply Agreement of even date herewith (the "Supply Agreement"). B. As contemplated in and in connection with the License Agreement, TWTI will provide access to the InvaderCreator Software (as defined below) in order to enable the exercise of rights with respect to Licensed Products in accordance with the License Agreement, all as set forth in more detail below. NOW, THEREFORE, for and in consideration of the covenants, conditions and undertakings hereinafter set forth, TWTI and ACLA each agree as follows: ARTICLE 1 DEFINITIONS As used in this Agreement, the following terms shall have the meanings indicated: 1.1. Terms from the License Agreement. Each of the terms "Cleavage Enzyme," "Development and Commercialization Agreement," "Enabled Customer," "Gene Expression Field," "Genotyping Field," "Intellectual Property Rights," "Invader Probe," "Licensed Product," "Manufacturing Distributor," "Party," "Parties," "Patent," "Primary Probe," "Target," "Technology," "Technology Access Partner," "Third Party" and "Value Added Distributor" shall have the meaning given to the particular term in the License Agreement. Invader(R) and Cleavase(R) are registered trademarks of TWTI, but are printed in this Agreement without the registration mark for convenience. Similarly, InvaderCreator is a trademark of TWTI, but is printed in this Agreement without the TM mark for convenience. Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. {PAGE} 1.2. "Applet" shall mean a Java application that runs Invader Probe and Primary Probe selection and design algorithms in the context of an applet viewer, such as a web browser, and has been downloaded by the Host Software to a user's local computer when the user accesses the Host Software over a network, including any updates, improvements, enhancements, and modifications that are downloaded (whether made by TWTI or made by ACLA in accordance with Section 4.3). Except to the extent otherwise expressly stated in this Agreement, Applet shall mean software only in machine readable format. 1.3. "Authorized Designee" shall mean a Manufacturing Distributor, Value Added Distributor, Technology Access Partner, or Enabled Customer under the License Agreement, appointed by ACLA and authorized in accordance with the License Agreement. 1.4. "Authorized User" shall mean an employee of ACLA or an Authorized Designee under whose name a Username and Password have been issued by TWTI or ACLA in accordance with this Agreement. 1.5. "Control" means, (A) with respect to an item of Technology or an Intellectual Property Right, possession by TWTI of the power and authority, whether arising by ownership, license, or other authorization, to disclose and deliver the particular Technology to ACLA, and to grant and authorize the licenses, and sublicenses, as applicable, of or within the scope granted to ACLA in Article 4 of this Agreement without giving rise to any of the following: (i) a violation of the terms of any written agreement with any Third Party; (ii) a violation or infringement of any Patent, copyright, trade secret, or other Intellectual Property Right of any Third Party; (iii) TWTI being required to pay any royalty or other consideration to any Third Party that would not have been required had a license not been provided under this Agreement; (iv) a violation of any law, regulation, rule, code, order or other requirement of any federal, state, foreign, local, or other government body or the need for any additional permits, payments, authorizations, or approvals under any such law, regulation, rule, code, order or requirement. Notwithstanding, the provisions of clause (iii) of this Section 1.5, an item of Technology or an Intellectual Property Right shall be deemed to be Controlled by TWTI for purposes of clause (iii) above, if ACLA agrees in writing to (A) reimburse TWTI for all amounts payable to a Third Party that would not have been required had a license not been provided under this Agreement or pay such amounts directly to such Third Party, at the election of TWTI, and (B) reimburse TWTI for fifty percent (50%) of any upfront, licensing, milestone or other consideration payable to such Third Party, (but excluding from this clause (B): (1) consideration payable as a result solely of the exercise of rights under such item of Technology or Intellectual Property Rights by other than entities acting by or under authority of the ACLA (i.e. running royalties) and (2) amounts included in clause (A) above). 1.6. "Hosting Environment" shall mean the servers, and associated hardware, operated by TWTI or its hosting contractor at the facilities of TWTI or such contractor to host the Host Software. For clarity, the Hosting Environment shall be limited to the local area network of TWTI or its contractor at such facilities used to make the Host Software available, extending 151409	Third Wave Third Wave Technologies Inc. ( Biological Products ) As referenced in this Access Agreement: Third Wave Technologies, – INVADERCREATOR ACCESS AGREEMENT This InvaderCreator Access Agreement ("Agreement"), effective as of October 15, 2002 (the "Effective Date"), is entered into by and between Third Wave Technologies, Inc., organized under the laws of Delaware and having its principal place of business at 502 S. Rosa Road, Madison, Wisconsin 53719 (" _____________ Third Wave Technologies, – or facsimile number as such Party will have last given by notice to the other Party. -24- {PAGE} If to TWTI, addressed to: Third Wave Technologies, Inc. 502 South Rosa Road Madison, Wisconsin 53719 Attn.: President Fax: 608-273-8618 With a copy to: Wilson Sonsini Goodrich & Rosati _____________ THIRD WAVE TECHNOLOGIES, – will constitute one and the same agreement. IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Agreement. THIRD WAVE TECHNOLOGIES, INC. ACLA BIOSCIENCES, INC. ("TWTI") ("ACLA") By: ___________________________ By: ________________________________ Name: _________________________ Name: ______________________________ Title: ________________________ Title: _____________________________ -26- {/TEXT} {/DOCUMENT} _____________ dt 130364 ; ACLARA ACLARA Biosciences, Inc. ( Scientific & Technical Instruments ) As referenced in this Access Agreement: Aclara Biosciences, Inc. – by and between Third Wave Technologies, Inc., organized under the laws of Delaware and having its principal place of business at 502 S. Rosa Road, Madison, Wisconsin 53719 ("TWTI"), and Aclara Biosciences, Inc. , organized under the laws of Delaware and having its principal place of business at 1288 Pear Avenue, Mountain View, California 94043 ("ACLA"). BACKGROUND A. TWTI and ACLA have entered _____________ ACLARA BioSciences, Inc. – a copy to: Wilson Sonsini Goodrich & Rosati 650 Page Mill Road Palo Alto, California 94304-1050 Attn.: Ian B. Edvalson, Esq. Fax: 650-493-6811 If to ACLARA, addressed to: ACLARA BioSciences, Inc. 1288 Pear Avenue Mountain View, California 94043 Attn.: President and CEO Fax: 650-210-9271 With a copy to: Latham & Watkins 135 Commonwealth Drive Menlo Park, California 94025 Attn.: _____________ dt 1453642 ; Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Access Agreement: Chase Manhattan Bank, – due hereunder which are not paid when due shall bear interest equal to the lesser of the prime rate as reported by the Chase Manhattan Bank, New York, New York, on the date such payment is due, plus an additional two percent (2%), or the maximum rate permitted _____________ dt 101807 ;	Latham & Watkins Latham & Watkins ( Legal ) As referenced in this Access Agreement: Latham & Watkins – View, California 94043 Attn.: President and CEO Fax: 650-210-9271 With a copy to: Latham & Watkins 135 Commonwealth Drive Menlo Park, California 94025 Attn.: Michael W. Hall, Esq. Fax: 650- dt 31161 ; WSGR Wilson Sonsini Goodrich & Rosati ( Legal ) As referenced in this Access Agreement: Wilson Sonsini – Rosa Road Madison, Wisconsin 53719 Attn.: President Fax: 608-273-8618 With a copy to: Wilson Sonsini Goodrich & Rosati 650 Page Mill Road Palo Alto, California 94304-1050 Attn.: Ian B. dt 30867
Preview Full Doc	2008	Agreement and Plan of Merger Agreement and Plan of Merger (277K) Doc #3767356: Click preview link for longer preview. 3767356	Third Wave Third Wave Technologies Inc. ( Biological Products )
Full Doc	2004	Certifications Certifications (3K) Doc #332704: This document is immediately available for purchase, but does not have a preview available for viewing. 332704	Third Wave Third Wave Technologies Inc. ( Biological Products ) As referenced in this Certifications: Third Wave Technologies, – 1 {SEQUENCE}8 {FILENAME}c83528exv31w1.txt {DESCRIPTION}SECTION 302 CERTIFICATION {TEXT} {PAGE} EXHIBIT 31.1 CERTIFICATIONS I, Lance Fors, Chief Executive Officer of Third Wave Technologies, Inc. (the "registrant") certify that: 1. I have reviewed this Annual Report on Form 10-K of the registrant; 2. Based on _____________ dt 689191
Full Doc	2004	Certifications Certifications (3K) Doc #332705: This document is immediately available for purchase, but does not have a preview available for viewing. 332705	Third Wave Third Wave Technologies Inc. ( Biological Products ) As referenced in this Certifications: Third Wave Technologies, – SEQUENCE}9 {FILENAME}c83528exv31w2.txt {DESCRIPTION}SECTION 302 CERTIFICATION {TEXT} {PAGE} EXHIBIT 31.2 CERTIFICATIONS I, David M. Nuti, Chief Financial Officer of Third Wave Technologies, Inc. (the "registrant") certify that: 1. I have reviewed this Annual Report on Form 10-K of the registrant; 2. Based on _____________ dt 689192
Preview Full Doc	2001	Collaborative Development Agreement Collaborative Development Agreement (13K) Doc #332733: Click preview link for longer preview. COLLABORATIVE DEVELOPMENT AGREEMENT This Collaborative Development Agreement (the "Agreement") effective as of June 21, 2000 (the "Effective Date") outlines the terms and conditions pursuant to which Third Wave Technologies, Inc. ("TWT") is willing to develop and transfer to Novartis Pharmaceuticals Corporation (together with Novartis Pharma AG, Novartis AG and all of its affiliates including GNF "Novartis") 10,000 unique genotyping assays based on TWT's proprietary Invader(R) assay platform (each such assay an " . . . 332733	Third Wave Third Wave Technologies Inc. ( Biological Products ) As referenced in this Collaborative Development Agreement: Third Wave Technologies, – This Collaborative Development Agreement (the "Agreement") effective as of June 21, 2000 (the "Effective Date") outlines the terms and conditions pursuant to which Third Wave Technologies, Inc. ("TWT") is willing to develop and transfer to Novartis Pharmaceuticals Corporation (together with Novartis Pharma AG, Novartis AG and all of _____________ THIRD WAVE TECHNOLOGIES, – PAGE} 3 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to he duly executed and effective as of the Effective Date. THIRD WAVE TECHNOLOGIES, INC. NOVARTIS PHARMACEUTICALS CORPORATION By: /s/ LANCE FORS By: /s/ R. M. CALIFRE -------------------------- --------------------------------- Name: Lance Fors Name: R. M. Califre ----------------------- --------------------------- Title: President & _____________ dt 689217 ; Novartis Novartis AG As referenced in this Collaborative Development Agreement: Novartis AG – pursuant to which Third Wave Technologies, Inc. ("TWT") is willing to develop and transfer to Novartis Pharmaceuticals Corporation (together with Novartis Pharma AG, Novartis AG and all of its affiliates including GNF "Novartis") 10,000 unique genotyping assays based on TWT's proprietary Invader(R) assay platform ( _____________ Novartis ag – the parties. Novartis may not assign or otherwise transfer its rights and obligations hereunder without the prior written approval of TWT. TWT and Novartis ag ree not to disclose to any third party the financial terms of this Agreement without the prior written consent of the other party _____________ dt 636437 ;	Novartis Pharma Novartis Pharma AG As referenced in this Collaborative Development Agreement: Novartis Pharma AG, – terms and conditions pursuant to which Third Wave Technologies, Inc. ("TWT") is willing to develop and transfer to Novartis Pharmaceuticals Corporation (together with Novartis Pharma AG, Novartis AG and all of its affiliates including GNF "Novartis") 10,000 unique genotyping assays based on TWT's proprietary Invader(R) _____________ dt 706701
Preview Full Doc	2000	Collaborative Development Agreement Collaborative Development Agreement (13K) Doc #332761: Click preview link for longer preview. COLLABORATIVE DEVELOPMENT AGREEMENT This Collaborative Development Agreement (the "Agreement") effective as of June 21, 2000 (the "Effective Date") outlines the terms and conditions pursuant to which Third Wave Technologies, Inc. ("TWT") is willing to develop and transfer to Novartis Pharmaceuticals Corporation (together with Novartis Pharma AG, Novartis AG and all of its affiliates including GNF "Novartis") 10,000 unique genotyping assays based on TWT's proprietary Invader(R) assay platform (each such assay an " . . . 332761	Third Wave Third Wave Technologies Inc. ( Biological Products ) As referenced in this Collaborative Development Agreement: Third Wave Technologies, – This Collaborative Development Agreement (the "Agreement") effective as of June 21, 2000 (the "Effective Date") outlines the terms and conditions pursuant to which Third Wave Technologies, Inc. ("TWT") is willing to develop and transfer to Novartis Pharmaceuticals Corporation (together with Novartis Pharma AG, Novartis AG and all of _____________ THIRD WAVE TECHNOLOGIES, – PAGE} 3 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to he duly executed and effective as of the Effective Date. THIRD WAVE TECHNOLOGIES, INC. NOVARTIS PHARMACEUTICALS CORPORATION By: /s/ LANCE FORS By: /s/ R. M. CALIFRE -------------------------- --------------------------------- Name: Lance Fors Name: R. M. Califre ----------------------- --------------------------- Title: President & _____________ dt 689243 ; Novartis Novartis AG As referenced in this Collaborative Development Agreement: Novartis AG – pursuant to which Third Wave Technologies, Inc. ("TWT") is willing to develop and transfer to Novartis Pharmaceuticals Corporation (together with Novartis Pharma AG, Novartis AG and all of its affiliates including GNF "Novartis") 10,000 unique genotyping assays based on TWT's proprietary Invader(R) assay platform ( _____________ Novartis ag – the parties. Novartis may not assign or otherwise transfer its rights and obligations hereunder without the prior written approval of TWT. TWT and Novartis ag ree not to disclose to any third party the financial terms of this Agreement without the prior written consent of the other party _____________ dt 636438 ;	Novartis Pharma Novartis Pharma AG As referenced in this Collaborative Development Agreement: Novartis Pharma AG, – terms and conditions pursuant to which Third Wave Technologies, Inc. ("TWT") is willing to develop and transfer to Novartis Pharmaceuticals Corporation (together with Novartis Pharma AG, Novartis AG and all of its affiliates including GNF "Novartis") 10,000 unique genotyping assays based on TWT's proprietary Invader(R) _____________ dt 706702
Preview Full Doc	2003	Collaborative Research Agreement Collaborative Research Agreement (52K) Doc #193771: Click preview link for longer preview. Collaborative Research Agreement This agreement dated as of November 1, 2001 between Pfizer Inc, a Delaware corporation, having a principal place of business at 235 E 42nd Street, New York, New York 10017 and its Affiliates ("Pfizer") and MultiCell Technologies, Inc., having a principal place of business at 55 Access Road, Suite 700, Warwick, RI 02886 ("MultiCell") WITNESSETH; Whereas, Pfizer wishes to identify hepatocyte cell lines with bile canaliculated morphology and function and to identify cell lines predictive of CYP enzyme induction in humans and cell lines that approximates metabolic response of liver to glucocorticoids and to assess the functional carbohydrate metabolizing activity of such cell lines; and Whereas, MultiCell has a library of hepatocyte cell lines and the expertise to test cell lines for morphology, function, induction and metabolic response; and Whereas, Pfizer wishes to engage MultiCell to test their library of hepatocyte cell lines for morphology, function, induction and metabolic response; Now Therefore, in consideration of the promises and mutual covenants herein, MultiCell and Pfizer agree as follows: 1. Definitions ----------- 1.1 "Affiliate" shall mean any corporation, firm, partnership or --------- other entity which directly or indirectly controls, is controlled by, or is under common control with either of the parties. 1.2 "Compound" shall mean a compound from Pfizer's chemical library -------- and commercially available compounds provided to MultiCell for testing in the Research Plan. 1.3 "Contract Period" means the period beginning November 1, 2001 ---------------- and ending October 31, 2002. {PAGE} 2 1.4 "MultiCell Confidential Information" shall mean all information, ---------------------------------- including, but not limited to MultiCell Materials, which is disclosed by MultiCell to Pfizer and designated "Confidential" in writing by MultiCell at the time of disclosure to Pfizer or within thirty (30) days following disclosure to the extent that such information is not (i) known to Pfizer as of the date of disclosure to Pfizer other than by virtue of a prior confidential disclosure to Pfizer by MultiCell; or (ii) is not disclosed in published literature, or otherwise generally known to the public through no fault of omission of Pfizer; or (iii) is not obtained from a third party free from any obligation of confidentiality to MultiCell. 1.5 "MultiCell Material" shall mean any materials, including cell ------------------- lines and/or progeny derived from cell lines, provided by MultiCell to Pfizer for testing in the Research Plan. 1.6 "Pfizer Confidential Information" means all information, ----------------------------------- including, but not limited to Compounds and Pfizer Materials, which is disclosed by Pfizer to MultiCell and designated "Confidential' in witting by Pfizer at the time of disclosure to MultiCell or within thirty (30) days following disclosure to the extent that such information is not (i) known to MultiCell as of the date of disclosure to MultiCell other than by virtue of a prior confidential disclosure to MultiCell by Pfizer; or (ii) is not disclosed in published literature, or otherwise generally known to the public through no fault or omission of MultiCell; or (iii) is not obtained from a third party free from any obligation of confidentiality to Pfizer. 1.7 "Pfizer Material" shall mean any materials provided by Pfizer to --------------- MultiCell for testing in the Research Plan. 1.8 "Research Plan" shall mean the written plan describing the -------------- research and testing of Compounds, Pfizer Materials and MultiCell Materials to be carried out by MultiCell and Pfizer. The Research Plan is appended to and made a part of this Agreement as Exhibit A. 193771	Third Wave Third Wave Technologies Inc. ( Biological Products ) As referenced in this Collaborative Research Agreement: (Third Wave Technologies, – from cell lysates at MultiCell and shipped to Pfizer. Pfizer scientists will quantitate levels of mRNA for CYP3A4 using the Invader(R) assay (Third Wave Technologies, www.twt.com). A clone will be deemed successful if the level of CYP3A4 mRNA in the rifampin-treated sample is }5 _____________ dt 130366 ; Exten Industries Exten Industries, Inc. ;	Multicell Multicell Technologies Inc. As referenced in this Collaborative Research Agreement: MultiCell Technologies, Inc – Delaware corporation, having a principal place of business at 235 E 42nd Street, New York, New York 10017 and its Affiliates ("Pfizer") and MultiCell Technologies, Inc ., having a principal place of business at 55 Access Road, Suite 700, Warwick, RI 02886 ("MultiCell") WITNESSETH; Whereas, Pfizer wishes to identify _____________ MultiCell Technologies, Inc – Eastern Point Road Groton, CT 06340 {PAGE} 11 Attention: Vice President Strategic Alliances--PGRD copy to: Assistant General Counsel--PGRD If to MultiCell: MultiCell Technologies, Inc . 55 Access Road, Suite 700 Warwick, RI 02886 Attention: Dr. Ron Paris Copy to: Exten Industries Notices shall be deemed given as _____________ dt 207097 ; Pfizer Pfizer, Inc. ( Pharmaceutical Preparations ) As referenced in this Collaborative Research Agreement: }pfizer. – {DOCUMENT} {TYPE}EX-10 {SEQUENCE}9 {FILENAME}pfizer. txt {DESCRIPTION}PREPARED BY: MHUEBOTTER@HOTMAIL.COM {TEXT} EXHIBIT 10.7 Collaborative Research Agreement This agreement dated as of November 1, 2001 between _____________ Pfizer – txt {DESCRIPTION}PREPARED BY: MHUEBOTTER@HOTMAIL.COM {TEXT} EXHIBIT 10.7 Collaborative Research Agreement This agreement dated as of November 1, 2001 between Pfizer Inc, a Delaware corporation, having a principal place of business at 235 E 42nd Street, New York, New York 10017 and its Affiliates (" _____________ "Pfizer" – Inc, a Delaware corporation, having a principal place of business at 235 E 42nd Street, New York, New York 10017 and its Affiliates ("Pfizer" ) and MultiCell Technologies, Inc., having a principal place of business at 55 Access Road, Suite 700, Warwick, RI 02886 ("MultiCell") WITNESSETH; Whereas, _____________ Pfizer – Pfizer") and MultiCell Technologies, Inc., having a principal place of business at 55 Access Road, Suite 700, Warwick, RI 02886 ("MultiCell") WITNESSETH; Whereas, Pfizer wishes to identify hepatocyte cell lines with bile canaliculated morphology and function and to identify cell lines predictive of CYP enzyme induction in _____________ Pfizer – has a library of hepatocyte cell lines and the expertise to test cell lines for morphology, function, induction and metabolic response; and Whereas, Pfizer wishes to engage MultiCell to test their library of hepatocyte cell lines for morphology, function, induction and metabolic response; Now Therefore, in consideration _____________ dt 90948
Preview Full Doc	2000	Convertible Note Purchase Agreement Convertible Note Purchase Agreement (34K) Doc #332739: Click preview link for longer preview. CONVERTIBLE NOTE PURCHASE AGREEMENT This CONVERTIBLE NOTE PURCHASE AGREEMENT (this "Agreement"), is made as of December ___, 2000, by and between Third Wave Technologies, Inc. (the "Company) and The Endeavors Group LLC, a Wisconsin limited liability company ("Investor"). WHEREAS, the Investor desires to lend the Company $10,000,000 pursuant to a convertible note which will be convertible into shares (the "Conversion Shares") of the Company's common stock, $.001 par value per share, of the Company (the "Common . . . 332739	Third Wave Third Wave Technologies Inc. ( Biological Products ) As referenced in this Convertible Note Purchase Agreement: Third Wave Technologies, – EXHIBIT 10.24 {TEXT} {PAGE} 1 EXHIBIT 10.24 CONVERTIBLE NOTE PURCHASE AGREEMENT This CONVERTIBLE NOTE PURCHASE AGREEMENT (this "Agreement"), is made as of December ___, 2000, by and between Third Wave Technologies, Inc. (the "Company) and The Endeavors Group LLC, a Wisconsin limited liability company ("Investor"). WHEREAS, the Investor desires to lend the Company $10,000,000 pursuant to a convertible _____________ THIRD WAVE TECHNOLOGIES, – SIGNATURES COMMENCE ON THE FOLLOWING PAGE] 6 {PAGE} 7 IN WITNESS WHEREOF, the parties hereto have duly executed this Convertible Note Purchase Agreement as of the date first above written. THIRD WAVE TECHNOLOGIES, INC. By:______________________________ Lance Fors, President THE ENDEAVORS GROUP LLC By:______________________________ Title:_____________________________ 7 {PAGE} 8 EXHIBIT A Convertible Subordinated Note. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER _____________ THIRD WAVE TECHNOLOGIES, – SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. {PAGE} 9 THIRD WAVE TECHNOLOGIES, INC. CONVERTIBLE SUBORDINATED PROMISSORY NOTE $ 10,000,000 Madison, Wisconsin December ___, 2000 THIRD WAVE TECHNOLOGIES, INC., a Wisconsin corporation (the "Company"), for value received hereby promises to pay _____________ THIRD WAVE TECHNOLOGIES, – OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. {PAGE} 9 THIRD WAVE TECHNOLOGIES, INC. CONVERTIBLE SUBORDINATED PROMISSORY NOTE $ 10,000,000 Madison, Wisconsin December ___, 2000 THIRD WAVE TECHNOLOGIES, INC., a Wisconsin corporation (the "Company"), for value received hereby promises to pay to The Endeavors Group LLC, a Wisconsin limited liability company or its registered assigns, the sum _____________ Third Wave Technologies, – hereof, by the acceptance of this Note, agrees: 1. Definitions. As used in this Note, the following terms, unless the context otherwise requires, have the following meanings: (i) "Company" means Third Wave Technologies, Inc. and any corporation which shall succeed to or assume the obligations of the Company under this Note. (ii) "Holder," when the context refers to a holder of this _____________ dt 1473222
Preview Full Doc	2002	Development and Commercialization Agreement Development and Commercialization Agreement (320K) Doc #140457: Click preview link for longer preview. -------------------------------------------------------------------------------- DEVELOPMENT AND COMMERCIALIZATION AGREEMENT BY AND BETWEEN THIRD WAVE TECHNOLOGIES, INC. AND ACLARA BIOSCIENCES, INC. DATED OCTOBER 24, 2001 -------------------------------------------------------------------------------- Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [ * ]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. {PAGE} CONFIDENTIAL TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS2 1.1. "ACLARA COMPONENT" ..................................... 2 1.2. "ACLARA MARKS" ......................................... 2 1.3. "ACLARA PARTNER" ....................................... 2 1.4. "ACLARA TECHNOLOGY" .................................... 2 1.5. "AFFILIATE" ............................................ 2 1.6. "APPROVED PRODUCT" ..................................... 3 1.7. "[ * ] INSTRUMENT" ..................................... 3 1.8. "CLEAVASE ENZYME" ...................................... 3 1.9. "COLLABORATION PRODUCT" ................................ 3 1.10. "COMMERCIAL LAUNCH" .................................... 3 1.11. "COMMERCIALIZATION COSTS" .............................. 3 1.12. "COMMERCIALIZING PARTY" ................................ 4 1.13. "COMMERCIALIZATION PLAN AND BUDGET" .................... 4 1.14. "COMMERCIALIZATION TEAM LEADER" ........................ 4 1.15. "CONTROLLED AFFILIATE" ................................. 4 1.16. "COVER" ................................................ 4 1.17. "CUSTOMER" ............................................. 4 1.18. "DEVELOPMENT COMMITTEE" ................................ 4 1.19. "DEVELOPMENT COSTS" .................................... 4 1.20. "DEVELOPMENT PERSONNEL" ................................ 4 1.21. "DEVELOPMENT PLAN AND BUDGET" .......................... 4 1.22. "DEVELOPMENT PROGRAM" .................................. 5 1.23. "DEVELOPMENT RATE" ..................................... 5 1.24. "DEVELOPMENT TERM" ..................................... 5 1.25. [ * ] .................................................. 5 1.26. "EARLY ACCESS PROGRAM" ................................. 5 1.27. "ETAG PRODUCT" ......................................... 5 1.28. "ETAG SIGNAL PROBE" .................................... 5 1.29. "EXCLUSIVE CONTROL" .................................... 5 1.30. "EXCLUSIVE TARGET ROYALTY" ............................. 5 1.31. "FIELD" ................................................ 5 1.32. "FINANCE SUB-COMMITTEE" ................................ 6 1.33. "FTE" OR "FULL-TIME EQUIVALENT" ........................ 6 1.34. "GAAP" ................................................. 6 1.35. "GENOTYPING APPLICATIONS" .............................. 6 1.36. "INTELLECTUAL PROPERTY RIGHTS" ......................... 6 1.37. "INTELLECTUAL PROPERTY SUB-COMMITTEE" .................. 6 1.38. "INVADER PROBE" ........................................ 6 -i- {PAGE} CONFIDENTIAL TABLE OF CONTENTS PAGE 1.39. "INVADER REACTION" ..................................... 6 1.40. "JOINT DISTRIBUTOR" .................................... 6 1.41. "JOINT MARK" ........................................... 6 1.42. "JOINT PRODUCT FORECAST" ............................... 7 1.43. "JOINT STEERING COMMITTEE" ............................. 7 1.44. "LICENSABLE" ........................................... 7 1.45. "MANUFACTURING COSTS" .................................. 7 1.46. "MANUFACTURING PARTY" .................................. 7 1.47. "MARKETING DISTRIBUTOR" ................................ 8 1.48. [ * ] .................................................. 8 1.49. "MILESTONE" ............................................ 8 1.50. "MULTI-TARGET ANALYSIS" ................................ 8 1.51. "MULTI-TARGET ETAG PROBE SET" .......................... 8 1.52. "NET SALES" ............................................ 8 1.53. "NON-COMMERCIALIZING PARTY" ............................ 9 1.54. "NON-EXCLUSIVE CONTROL" ................................ 9 1.55. "NON-EXCLUSIVE TARGET ROYALTY" ......................... 9 1.56. "NON-HYBRIDIZING REGION" ............................... 9 1.57. "PATENT RIGHTS" ........................................ 9 1.58. "PRIMARY PROBE" ........................................ 9 1.59. "PROJECT LEADER" ....................................... 10 1.60. "PROPRIETARY TARGET ROYALTY" ........................... 10 1.61. [ * ] .................................................. 10 1.62. "SALES GOAL" ........................................... 10 1.63. "SOFTWARE" ............................................. 10 1.64. "SPECIFICATIONS" ....................................... 10 1.65. "TARGET" ............................................... 11 1.66. "TARGET FEES" .......................................... 11 1.67. "TECHNOLOGY" ........................................... 11 1.68. "TWT TECHNOLOGY" ....................................... 11 1.69. "TWT MARKS" ............................................ 11 1.70. "VALID CLAIM" .......................................... 11 ARTICLE 2 DEVELOPMENT PROCEDURES ......................................... 12 2.1. PROJECT LEADERS ........................................ 12 2.2. DEVELOPMENT COMMITTEE .................................. 13 ARTICLE 3 DEVELOPMENT PLAN AND BUDGET .................................... 14 3.1. GENERAL ................................................ 14 3.2. CONTENTS ............................................... 15 3.3. PERIODIC REVIEWS ....................................... 15 3.4. DEVELOPMENT PRIORITIES ................................. 15 -ii- {PAGE} CONFIDENTIAL TABLE OF CONTENTS PAGE 3.5. EXPANSION OF THE FIELD ................................. 15 ARTICLE 4 DEVELOPMENT PROGRAM ............................................ 15 4.1. DEVELOPMENT PROGRAM .................................... 15 4.2. [ * ] INSTRUMENTS ...................................... 16 4.3. PROPRIETARY TARGETS .................................... 16 4.4. CHANGES ................................................ 18 4.5. EXTENSION OF MILESTONE DATES ........................... 18 4.6. DEVELOPMENT REPORTS AND RECORDS ........................ 18 4.7. DEVELOPMENT TERM ....................................... 19 4.8. DEVELOPMENT PROGRAM LICENSES ........................... 19 4.9. THIRD PARTY TECHNOLOGY ................................. 19 4.10. AGREEMENTS WITH EMPLOYEES AND SUBCONTRACTORS ........... 20 4.11. VISITING PERSONNEL ..................................... 20 4.12. EQUIPMENT OWNERSHIP .................................... 20 ARTICLE 5 FUNDING OF DEVELOPMENT PROGRAM ................................. 20 5.1. FUNDING ................................................ 20 5.2. DEVELOPMENT RATE ....................................... 20 5.3. OTHER APPROVED DEVELOPMENT COSTS ....................... 21 5.4. PAYMENT ................................................ 21 5.5. EXCESS COSTS ........................................... 21 5.6. RECONCILIATION ......................................... 22 ARTICLE 6 JOINT STEERING COMMITTEE AND COMMERCIALIZATION PLAN AND BUDGET ..................................................... 22 6.1. GENERAL ................................................ 22 6.2. COMMERCIALIZATION TEAM LEADER .......................... 22 6.3. [INTENTIONALLY OMITTED] ................................ 23 6.4. JOINT STEERING COMMITTEE ............................... 23 6.5. FINANCE SUB-COMMITTEE .................................. 25 6.6. COMMERCIALIZATION PLAN AND BUDGET ...................... 25 6.7. FUNDING OF COMMERCIALIZATION ACTIVITIES ................ 27 6.8. JOINT PRODUCT FORECASTS AND ORDERS ..................... 29 ARTICLE 7 COMMERCIALIZATION .............................................. 29 7.1. GENERAL RESPONSIBILITIES ............................... 29 7.2. SALES GOALS ............................................ 30 7.3. COMMERCIAL LAUNCH ...................................... 30 7.4. MARKETING AND DISTRIBUTION BY TWT ...................... 30 7.5. MARKETING AND DISTRIBUTION BY ACLARA ................... 31 7.6. INDIRECT DISTRIBUTION .................................. 31 7.7. NO OTHER DISTRIBUTION RIGHTS ........................... 32 -iii- {PAGE} CONFIDENTIAL TABLE OF CONTENTS PAGE 7.8. PRODUCT CONFIGURATIONS ................................. 32 7.9. MARKETING MATERIALS AND PRESENTATIONS .................. 32 7.10. CUSTOMER AGREEMENTS .................................... 32 7.11. THIRD PARTY PATENTS .................................... 33 7.12. PACKAGING AND LABELING ................................. 33 7.13. CUSTOMER RESTRICTIONS .................................. 34 7.14. CUSTOMER SUPPORT AND WARRANTIES ........................ 34 7.15. INTERNAL USE ........................................... 34 ARTICLE 8 COMMERCIALIZATION ECONOMICS .................................... 35 8.1. INITIAL PAYMENTS ....................................... 35 8.2. ACCOUNTING DEFINITIONS ................................. 35 8.3. ACCOUNTING BASED ON SALES .............................. 36 8.4. PROPRIETARY TARGET ROYALTIES ........................... 37 8.5. PROPRIETARY TARGET OFFSETS ............................. 38 8.6. BUNDLING ............................................... 39 8.7. OTHER THIRD PARTY ROYALTIES ............................ 39 ARTICLE 9 TRADEMARKS AND BRANDING ........................................ 39 9.1. JOINT MARKS ............................................ 39 9.2. CO-BRANDING ............................................ 40 ARTICLE 10 MANUFACTURING ................................................. 42 10.1. LICENSES ............................................... 42 10.2. RESTRICTIONS ........................................... 42 10.3. RESPONSIBILITIES ....................................... 42 10.4. ECONOMICS .............................................. 43 10.5. PRODUCT CHANGES ........................................ 43 ARTICLE 11 SUPPLY OF ACLARA COMPONENTS ................................... 44 11.1. TERMS AND CONDITIONS ................................... 44 11.2. SUPPLY ................................................. 44 11.3. FORECASTS .............................................. 44 11.4. ORDERS ................................................. 45 11.5. COMPENSATION ........................................... 45 11.6. DELIVERY ............................................... 45 11.7. INVOICING .............................................. 46 11.8. QUALITY AND QUALITY CONTROL ............................ 46 11.9. INSPECTION/REJECTION ................................... 46 11.10. PRODUCT WARRANTY ....................................... 47 11.11. SHORTAGE OF SUPPLY OF ACLARA COMPONENTS ................ 47 11.12. THIRD PARTY CONTRACTORS ................................ 50 -iv- {PAGE} CONFIDENTIAL TABLE OF CONTENTS PAGE ARTICLE 12 SUPPLY OF APPROVED PRODUCTS ................................... 50 12.1. TERMS AND CONDITIONS ................................... 50 12.2. SUPPLY ................................................. 50 12.3. FORECASTS .............................................. 51 12.4. ORDERS ................................................. 52 12.5. CONSIDERATION .......................................... 52 12.6. DELIVERY ............................................... 53 12.7. INVOICING .............................................. 53 12.8. QUALITY AND QUALITY CONTROL ............................ 53 12.9. INSPECTION/REJECTION ................................... 53 12.10. PRODUCT WARRANTY ....................................... 54 12.11. SHORTAGE OF SUPPLY OF APPROVED PRODUCTS ................ 54 12.12. THIRD PARTY CONTRACTORS ................................ 58 ARTICLE 13 PAYMENTS; REPORTS; RECORDS .................................... 59 13.1. RECONCILIATION ......................................... 59 13.2. INITIAL PAYMENT UPON MANUFACTURE OF APPROVED PRODUCTS ............................................... 59 13.3. SUPPLY OF ACLARA COMPONENTS AND APPROVED PRODUCTS TO TWT ................................................. 59 13.4. SUPPLY OF CLEAVASE ENZYME AND APPROVED PRODUCTS TO ACLARA .............................................. 59 13.5. PAYMENTS FOR INTERNAL USE BY THE MANUFACTURING PARTY .................................................. 59 13.6. PAYMENT METHOD ......................................... 60 13.7. CURRENCY CONVERSION .................................... 60 13.8. RECORDS; INSPECTION .................................... 60 13.9. TAXES .................................................. 61 ARTICLE 14 INTELLECTUAL PROPERTY ......................................... 62 14.1. OWNERSHIP .............................................. 62 14.2. PROSECUTION OF SOLELY OWNED PATENT RIGHTS .............. 64 14.3. PROSECUTION OF JOINTLY OWNED PATENT RIGHTS ............. 64 ARTICLE 15 CONFIDENTIALITY ............................................... 66 15.1. CONFIDENTIAL INFORMATION ............................... 66 15.2. PERMITTED USE AND DISCLOSURE ........................... 67 15.3. CONFIDENTIAL TERMS/PUBLICITY ........................... 67 15.4. PROPRIETARY MARKINGS ................................... 67 ARTICLE 16 REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS .................. 68 16.1. GENERAL ................................................ 68 16.2. BY TWT ................................................. 68 16.3. BY ACLARA .............................................. 68 16.4. DISCLAIMERS ............................................ 68 -v- {PAGE} CONFIDENTIAL TABLE OF CONTENTS PAGE ARTICLE 17 INDEMNIFICATION ............................................... 69 17.1. INDEMNIFICATION OF TWT ................................. 69 17.2. INDEMNIFICATION OF ACLARA .............................. 70 17.3. PROCEDURE .............................................. 70 ARTICLE 18 DISPUTE RESOLUTION ............................................ 71 18.1. DISPUTES ............................................... 71 18.2. FULL ARBITRATION ....................................... 71 18.3. SHORT FORM ARBITRATION ................................. 72 18.4. COMMERCIALIZATION PLAN AND BUDGET DISPUTE RESOLUTION ............................................. 73 ARTICLE 19 TERM AND TERMINATION .......................................... 74 19.1. TERM ................................................... 74 19.2. NO APPROVAL FOR COMMERCIAL LAUNCH ...................... 74 19.3. TERMINATION FOR CAUSE .................................. 74 19.4. [INTENTIONALLY OMITTED] ................................ 75 19.5. EFFECT OF TERMINATION .................................. 75 ARTICLE 20 GENERAL ....................................................... 80 20.1. NO OTHER RIGHTS ........................................ 80 20.2. GOVERNING LAW AND JURISDICTION ......................... 80 20.3. ASSIGNMENT ............................................. 80 20.4. INDEPENDENT CONTRACTORS ................................ 81 20.5. FORCE MAJEURE .......................................... 81 20.6. NOTICES ................................................ 81 20.7. COMPLIANCE WITH LAWS ................................... 82 20.8. ARTICLE AND SECTION HEADINGS, LANGUAGE AND CONSTRUCTION ........................................... 82 20.9. MODIFICATION AND WAIVER ................................ 82 20.10. SEVERABILITY ........................................... 83 20.11. ENTIRE AGREEMENT ....................................... 83 20.12. FURTHER ASSURANCES ..................................... 83 20.13. BANKRUPTCY ............................................. 84 20.14. COUNTERPARTS ........................................... 84 -vi- {PAGE} CONFIDENTIAL DEVELOPMENT AND COMMERCIALIZATION AGREEMENT This Development and Commercialization Agreement (the "AGREEMENT"), effective as of October 24, 2001 (the "EFFECTIVE DATE"), is made by and between Third Wave Technologies, Inc., a Delaware corporation, having a place of business at 502 S. Rosa Road, Madison, WI 53719 ("TWT"), and ACLARA BioSciences, Inc., a Delaware corporation, having a place of business at 1288 Pear Avenue, Mountain View, CA 94043 ("ACLARA") (each a "PARTY;" together the "PARTIES"). BACKGROUND A. TWT has technology and intellectual property for, among other things, genetic analysis, including test kits, components, and other products and services based upon its proprietary Invader(R) platform, and is in the business of manufacturing and commercializing such products, components and services. B. Similarly, ACLARA has technology and intellectual property for, among other things, genetic analysis and biopharmaceutical research, including products and components based upon ACLARA's proprietary eTag(TM) technology. C. On the terms and conditions set forth below, ACLARA and TWT desire to collaborate to develop and commercialize assay kits for use on [ * ] instruments commercially available from third parties to perform simultaneous multiple gene expression and/or genotyping assays, each assay testing for a unique analyte, using ACLARA's eTag(TM) technology in TWT's Invader(R) platform. D. Additionally, TWT has built up significant manufacturing capacities and capabilities for assay kits which the Parties intend to utilize, to the extent mutually agreed, to manufacture the co-developed assay products hereunder, all on the terms and conditions set forth below. E. The Parties acknowledge that the arrangement set forth in this Agreement is intended to make available to customers a wider range and variety of products than would have been available in the time frames contemplated herein in the absence of the collaboration between the Parties. NOW, THEREFORE, for and in consideration of the covenants, conditions and undertakings hereinafter set forth, TWT and ACLARA each agree as follows: 140457	Third Wave Third Wave Technologies Inc. ( Biological Products ) As referenced in this Development and Commercialization Agreement: THIRD WAVE TECHNOLOGIES, – SEQUENCE}8 {FILENAME}dex1029.txt {DESCRIPTION}DEVELOPMENT AND COMMERCIALIZATION AGREEMENT {TEXT} {PAGE} EXHIBIT 10.29 CONFIDENTIAL -------------------------------------------------------------------------------- DEVELOPMENT AND COMMERCIALIZATION AGREEMENT BY AND BETWEEN THIRD WAVE TECHNOLOGIES, INC. AND ACLARA BIOSCIENCES, INC. DATED OCTOBER 24, 2001 -------------------------------------------------------------------------------- Confidential treatment has been requested for portions of this exhibit. The copy filed _____________ Third Wave Technologies, – COMMERCIALIZATION AGREEMENT This Development and Commercialization Agreement (the "AGREEMENT"), effective as of October 24, 2001 (the "EFFECTIVE DATE"), is made by and between Third Wave Technologies, Inc., a Delaware corporation, having a place of business at 502 S. Rosa Road, Madison, WI 53719 ("TWT"), and ACLARA BioSciences, Inc., _____________ Third Wave Technologies, – 94043 Attn: President and CEO Telefax: (650) 210-9271 -81- {PAGE} CONFIDENTIAL With a copy to: Vice President, Legal Affairs If to: TWT Third Wave Technologies, Inc. 502 South Rosa Road Madison, WI 53719 Attn: President Telefax: (608) 273-8618 With a copy to: Wilson Sonsini Goodrich & Rosati _____________ THIRD WAVE TECHNOLOGIES, – instrument. [Intentionally Left Blank] -84- {PAGE} CONFIDENTIAL IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Agreement. THIRD WAVE TECHNOLOGIES, INC. ACLARA BIOSCIENCES, INC. ("TWT") ("ACLARA") {TABLE} {CAPTION} {S} {C} {C} {C} By: /s/ Ian B. Edvalson By: /s/ Philip A. Petersen ---------------------------------- ------------------------------------- _____________ Third Wave Technologies, – Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. {PAGE} CONFIDENTIAL EXHIBIT 1.69 TWT MARKS o Third Wave Technologies, Inc. o Invader(R) o Cleavase(R) {PAGE} CONFIDENTIAL EXHIBIT 3.1 INITIAL DEVELOPMENT PLAN AND BUDGET INITIAL WORK PLAN [ * ] --------------------- [ * ] Certain information _____________ dt 130359 ; ACLARA ACLARA Biosciences, Inc. ( Scientific & Technical Instruments ) As referenced in this Development and Commercialization Agreement: ACLARA BIOSCIENCES, INC. – 10.29 {SEQUENCE}8 {FILENAME}dex1029.txt {DESCRIPTION}DEVELOPMENT AND COMMERCIALIZATION AGREEMENT {TEXT} {PAGE} EXHIBIT 10.29 CONFIDENTIAL -------------------------------------------------------------------------------- DEVELOPMENT AND COMMERCIALIZATION AGREEMENT BY AND BETWEEN THIRD WAVE TECHNOLOGIES, INC. AND ACLARA BIOSCIENCES, INC. DATED OCTOBER 24, 2001 -------------------------------------------------------------------------------- Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated _____________ ACLARA BioSciences, Inc. – the "EFFECTIVE DATE"), is made by and between Third Wave Technologies, Inc., a Delaware corporation, having a place of business at 502 S. Rosa Road, Madison, WI 53719 ("TWT"), and ACLARA BioSciences, Inc. , a Delaware corporation, having a place of business at 1288 Pear Avenue, Mountain View, CA 94043 ("ACLARA") (each a "PARTY;" together the "PARTIES"). BACKGROUND A. TWT has technology and _____________ ACLARA BioSciences, Inc. – following address or such other address as may from time to time be designated to the other Party in writing in accordance with this Section 20.6: If to: ACLARA ACLARA BioSciences, Inc. 1288 Pear Avenue Mountain View, CA 94043 Attn: President and CEO Telefax: (650) 210-9271 -81- {PAGE} CONFIDENTIAL With a copy to: Vice President, Legal Affairs If to: TWT _____________ ACLARA BIOSCIENCES, INC. – and the same instrument. [Intentionally Left Blank] -84- {PAGE} CONFIDENTIAL IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Agreement. THIRD WAVE TECHNOLOGIES, INC. ACLARA BIOSCIENCES, INC. ("TWT") ("ACLARA") {TABLE} {CAPTION} {S} {C} {C} {C} By: /s/ Ian B. Edvalson By: /s/ Philip A. Petersen ---------------------------------- ------------------------------------- Name: IAN B. EDVALSON Name: PHILIP A. PETERSEN ---------------------------------- ------------------------------------- Title: SR VP, _____________ dt 1453637 ;	WSGR Wilson Sonsini Goodrich & Rosati ( Legal ) As referenced in this Development and Commercialization Agreement: Wilson Sonsini – Rosa Road Madison, WI 53719 Attn: President Telefax: (608) 273-8618 With a copy to: Wilson Sonsini Goodrich & Rosati 650 Page Mill Road Palo Alto, CA 94304-1050 Attn: Kenneth A. dt 30850
Preview Full Doc	2001	Development and Commercialization Agreement Development and Commercialization Agreement (98K) Doc #332735: Click preview link for longer preview. DEVELOPMENT AND COMMERCIALIZATION AGREEMENT This DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (the "Agreement"), effective as of December 29, 2000 (the "Effective Date"), is made by and between Third Wave Technologies, Inc., a Wisconsin corporation, with a place of business at 502 S. Rosa Road, Madison, WI 53719 U.S.A. ("TWT"), and BML, Inc., a Japanese corporation, with a place of business at 5-21-3, Sendagaya, Shibuya-ku, Tokyo, 151-0051 Japan ("BML"). BACKGROUND TWT controls . . . 332735	Third Wave Third Wave Technologies Inc. ( Biological Products ) As referenced in this Development and Commercialization Agreement: Third Wave Technologies, – COMMERCIALIZATION AGREEMENT This DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (the "Agreement"), effective as of December 29, 2000 (the "Effective Date"), is made by and between Third Wave Technologies, Inc., a Wisconsin corporation, with a place of business at 502 S. Rosa Road, Madison, WI 53719 U.S.A. ("TWT"), and _____________ Third Wave Technologies, – Inc. 1361-1 Matoba Kawagoe-shi, Saitama 350-1101 JAPAN Attn: Managing Director Fax: 81-3-492-32-0400 -27- {PAGE} 28 TWT: Third Wave Technologies, Inc. 502 S. Rosa Road Madison, WI 53719-1256 Attn: President Fax: (608) 273-6989 with a copy to: Wilson Sonsini Goodrich & _____________ THIRD WAVE TECHNOLOGIES, – the parties hereto have caused this Agreement to be duly executed and delivered in duplicate originals as of the date first above written. THIRD WAVE TECHNOLOGIES, INC. BML, INC. By: By: ------------------------------- ---------------------------- Name: Lance Fors Name: Motoyoshi Arai ----------------------------- -------------------------- Title: President & CEO Title: President ---------------------------- ------------------------- -29- {/TEXT} {/DOCUMENT} _____________ dt 689219 ;	WSGR Wilson Sonsini Goodrich & Rosati ( Legal ) As referenced in this Development and Commercialization Agreement: Wilson Sonsini – TWT: Third Wave Technologies, Inc. 502 S. Rosa Road Madison, WI 53719-1256 Attn: President Fax: (608) 273-6989 with a copy to: Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 Attn: Kenneth A. Clark, Esq. Fax: (650) 493-6811 _____________ dt 700021
Preview Full Doc	2002	Development and Commercialization Agreement Development and Commercialization Agreement (321K) Doc #1134121: Click preview link for longer preview. CONFIDENTIAL -------------------------------------------------------------------------------- DEVELOPMENT AND COMMERCIALIZATION AGREEMENT BY AND BETWEEN THIRD WAVE TECHNOLOGIES, INC. AND ACLARA BIOSCIENCES, INC. DATED OCTOBER 24, 2001 -------------------------------------------------------------------------------- . . . 1134121	Third Wave Third Wave Technologies Inc. ( Biological Products ) As referenced in this Development and Commercialization Agreement: THIRD WAVE TECHNOLOGIES, – 8 <FILENAME>dex1029.txt <DESCRIPTION>DEVELOPMENT AND COMMERCIALIZATION AGREEMENT <TEXT> <PAGE> EXHIBIT 10.29 CONFIDENTIAL -------------------------------------------------------------------------------- DEVELOPMENT AND COMMERCIALIZATION AGREEMENT BY AND BETWEEN THIRD WAVE TECHNOLOGIES, INC. AND ACLARA BIOSCIENCES, INC. DATED OCTOBER 24, 2001 -------------------------------------------------------------------------------- Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the _____________ Third Wave Technologies, – vi- <PAGE> CONFIDENTIAL DEVELOPMENT AND COMMERCIALIZATION AGREEMENT This Development and Commercialization Agreement (the "AGREEMENT"), effective as of October 24, 2001 (the "EFFECTIVE DATE"), is made by and between Third Wave Technologies, Inc., a Delaware corporation, having a place of business at 502 S. Rosa Road, Madison, WI 53719 ("TWT"), and ACLARA BioSciences, Inc., a Delaware corporation, having a place of _____________ Third Wave Technologies, – Pear Avenue Mountain View, CA 94043 Attn: President and CEO Telefax: (650) 210-9271 -81- <PAGE> CONFIDENTIAL With a copy to: Vice President, Legal Affairs If to: TWT Third Wave Technologies, Inc. 502 South Rosa Road Madison, WI 53719 Attn: President Telefax: (608) 273-8618 With a copy to: Wilson Sonsini Goodrich & Rosati 650 Page Mill Road Palo Alto, _____________ THIRD WAVE TECHNOLOGIES, – constitute one and the same instrument. [Intentionally Left Blank] -84- <PAGE> CONFIDENTIAL IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Agreement. THIRD WAVE TECHNOLOGIES, INC. ACLARA BIOSCIENCES, INC. ("TWT") ("ACLARA") <TABLE> <CAPTION> <S> <C> <C> <C> By: /s/ Ian B. Edvalson _____________ Third Wave Technologies, – and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. <PAGE> CONFIDENTIAL EXHIBIT 1.69 TWT MARKS o Third Wave Technologies, Inc. o Invader(R) o Cleavase(R) <PAGE> CONFIDENTIAL EXHIBIT 3.1 INITIAL DEVELOPMENT PLAN AND BUDGET INITIAL WORK PLAN [ * ] --------------------- [ * ] Certain information on this page has been _____________ dt 1473232 ;	ACLARA ACLARA Biosciences, Inc. ( Scientific & Technical Instruments ) As referenced in this Development and Commercialization Agreement: ACLARA BIOSCIENCES, INC. – txt <DESCRIPTION>DEVELOPMENT AND COMMERCIALIZATION AGREEMENT <TEXT> <PAGE> EXHIBIT 10.29 CONFIDENTIAL -------------------------------------------------------------------------------- DEVELOPMENT AND COMMERCIALIZATION AGREEMENT BY AND BETWEEN THIRD WAVE TECHNOLOGIES, INC. AND ACLARA BIOSCIENCES, INC. DATED OCTOBER 24, 2001 -------------------------------------------------------------------------------- Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated _____________ ACLARA BioSciences, Inc. – the "EFFECTIVE DATE"), is made by and between Third Wave Technologies, Inc., a Delaware corporation, having a place of business at 502 S. Rosa Road, Madison, WI 53719 ("TWT"), and ACLARA BioSciences, Inc. , a Delaware corporation, having a place of business at 1288 Pear Avenue, Mountain View, CA 94043 ("ACLARA") (each a "PARTY;" together the "PARTIES"). BACKGROUND A. TWT has technology and _____________ ACLARA BioSciences, Inc. – following address or such other address as may from time to time be designated to the other Party in writing in accordance with this Section 20.6: If to: ACLARA ACLARA BioSciences, Inc. 1288 Pear Avenue Mountain View, CA 94043 Attn: President and CEO Telefax: (650) 210-9271 -81- <PAGE> CONFIDENTIAL With a copy to: Vice President, Legal Affairs If _____________ ACLARA BIOSCIENCES, INC. – same instrument. [Intentionally Left Blank] -84- <PAGE> CONFIDENTIAL IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Agreement. THIRD WAVE TECHNOLOGIES, INC. ACLARA BIOSCIENCES, INC. ("TWT") ("ACLARA") <TABLE> <CAPTION> <S> <C> <C> <C> By: /s/ Ian B. Edvalson By: /s/ Philip A. _____________ dt 1453660
Full Doc	2000	Development and Option Agreement Development and Option Agreement (40K) Doc #332762: This document is immediately available for purchase, but does not have a preview available for viewing. NEW ASSAY DEVELOPMENT AND OPTION AGREEMENT This NEW ASSAY DEVELOPMENT AND OPTION AGREEMENT (the "Agreement"), effective as of June 20, 2000 (the "Effective Date"), is made by and between Third Wave Technologies, Inc., a Wisconsin corporation, with a place of business at 502 S. Rosa Road, Madison, WI 53719 ("TWT"), and SmithKline Beecham Biologicals SA, a Belgian corporation, with a place of business at 89 rue de l'Institut, B-1330 Rixensart, Belgium ("SBB"), and sets forth the agreement of the parties as follows: 1. DEFINITIONS. The capitalized terms used herein shall have the definitions as set forth in this Section 1, unless otherwise defined herein: a. "Affiliate" shall mean an entity which controls, is controlled by or is under common control with SBB. For purposes of this definition, "control" shall mean ownership or control, directly or indirectly, of more than fifty percent (50%) of the shares of the subject entity entitled to vote in the election of directors. b. "Confidential Information" shall have the meaning as set forth in Section 7 below. c. "Development and Marketing Agreement" shall have the meaning as set forth in Section 10 below. d. "Development Program" shall have the meaning as set forth in Section 2 below. e. "Evaluation" shall have the meaning as set forth in Section 4 below. f. "Field" shall mean use of Products for (A) SBB's own clinical trial and pre-clinical trial applications (i.e., conducted by or on behalf of SBB or its affiliates for SBB or its affiliate's own therapeutic applications) conducted for a Pharmaccine or (B) reporting of patient results, in each case in connection with the selection or determination of patients to receive a therapeutic regime including a Pharmaccine and/or monitoring of therapeutic progress and outcomes in connection with the treatment of such patients with a Pharmaccine. g. "Improvement" shall mean any Invention which substantially comprises an improvement, modification, or derivative of the Invader Squared Assays, including without limitation, improvements and enhancements to: (i) assay ease of use; (ii) methodologies, including sample preparation methods or procedures; (iii) detection methods and protocols; (iv) data collection or analysis; (v) multiplexing methods; or (vi) automation or miniaturization methodologies, techniques and equipment. h. "Invader Squared Assay" shall have the meaning as set forth on Attachment 1 hereto. i. "Initiation Notice" shall have the meaning as set forth in Section 3 below. j. "Initiation Payment" shall mean, with respect to a particular Phase, the amount payable to TWT as described in Section 6 below. k. "Invention" shall mean any and all discoveries and inventions derived from the Invader Squared Assays (whether patentable or not), made in the course of performing the Evaluation or otherwise in connection with SBB's use of the TWT Materials as permitted hereunder and all intellectual property rights therein. 1. "Option Notice" shall have the meaning as set forth in Section 10 below. m. "Option Period" shall mean the 90 day period beginning upon TWT's receipt of the Option Notice or such longer period as the parties may agree in writing. 332762	Third Wave Third Wave Technologies Inc. ( Biological Products )
Preview Full Doc	2000	Development & Supply Agreement Development & Supply Agreement (77K) Doc #332744: Click preview link for longer preview. DEVELOPMENT & SUPPLY AGREEMENT This Development and Supply Agreement (the "Agreement"), effective as of August 1, 2000 (the "Effective Date"), is made by and between Third Wave Technologies, Inc., a Wisconsin corporation, with a place of business at 502 S. Rosa Road, Madison, WI 53719 ("TWT"), and Applied Biosystems Group, with a place of business at 850 Lincoln Centre Drive, Foster City, CA 94404-1128 ("ABG"), an operating group of PE Corporation, a Delaware corporation. . . . 332744	Third Wave Third Wave Technologies Inc. ( Biological Products ) As referenced in this Development & Supply Agreement: Third Wave Technologies, – SUPPLY AGREEMENT This Development and Supply Agreement (the "Agreement"), effective as of August 1, 2000 (the "Effective Date"), is made by and between Third Wave Technologies, Inc., a Wisconsin corporation, with a place of business at 502 S. Rosa Road, Madison, WI 53719 ("TWT"), and Applied Biosystems Group, _____________ Third Wave Technologies, – S} {C} ABG : Applied Biosystems Group 850 Lincoln Centre Drive Foster City, CA 94404-1128 Attention: Legal Department Fax: 650-638-6677 TWT: Third Wave Technologies, Inc. 502 S. Rosa Road Madison, WI 53719-1256 Attn: President Fax: (608) 273-6989 with a copy to: Wilson Sonsini Goodrich & _____________ THIRD WAVE TECHNOLOGIES, – the parties hereto have caused this Agreement to be duly executed and delivered in duplicate originals as of the date first above written. THIRD WAVE TECHNOLOGIES, INC. APPLIED BIOSYSTEMS GROUP By: /s/ Lance Fors By: /s/ Michael W. Hunkapiller ---------------------------- ----------------------------------------- Name: Lance Fors Name: Michael W. Hunkapiller -------------------------- --------------------------------------- Title: President & _____________ dt 689227 ; Applied Applied Biosystems Group ( Scientific & Technical Instruments ) As referenced in this Development & Supply Agreement: Applied Biosystems Group, – the "Effective Date"), is made by and between Third Wave Technologies, Inc., a Wisconsin corporation, with a place of business at 502 S. Rosa Road, Madison, WI 53719 ("TWT"), and Applied Biosystems Group, with a place of business at 850 Lincoln Centre Drive, Foster City, CA 94404-1128 ("ABG"), an operating group of PE Corporation, a Delaware corporation. BACKGROUND A. TWT and _____________ Applied Biosystems Group – each case to the respective address specified below, or such other address as may be specified in writing to the other parties hereto: -19- {PAGE} 20 {TABLE} {S} {C} ABG : Applied Biosystems Group 850 Lincoln Centre Drive Foster City, CA 94404-1128 Attention: Legal Department Fax: 650-638-6677 TWT: Third Wave Technologies, Inc. 502 S. Rosa Road Madison, WI 53719-1256 _____________ APPLIED BIOSYSTEMS GROUP – IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered in duplicate originals as of the date first above written. THIRD WAVE TECHNOLOGIES, INC. APPLIED BIOSYSTEMS GROUP By: /s/ Lance Fors By: /s/ Michael W. Hunkapiller ---------------------------- ----------------------------------------- Name: Lance Fors Name: Michael W. Hunkapiller -------------------------- --------------------------------------- Title: President & CEO Title: Senior Vice President, PE Corporation ------------------------- -------------------------------------- -21- {PAGE} 22 EXHIBIT _____________ dt 1308238 ;	WSGR Wilson Sonsini Goodrich & Rosati ( Legal ) As referenced in this Development & Supply Agreement: Wilson Sonsini – TWT: Third Wave Technologies, Inc. 502 S. Rosa Road Madison, WI 53719-1256 Attn: President Fax: (608) 273-6989 with a copy to: Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 Attn: Kenneth A. Clark, Esq. Fax: (650) 493-6811 {/ _____________ dt 700024
Preview Full Doc	2004	Employment Agreement [Amendment No. 1] Employment Agreement [Amendment No. 1] (29K) Doc #332690: Click preview link for longer preview. AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT ("Amendment") is entered into as of the ___ day of ________, 2004, by and between LANCE FORS ("Employee" or "Executive") and THIRD WAVE TECHNOLOGIES, INC., a Delaware corporation (the "Company"). WHEREAS, the Company currently employs Employee as its Chairman and Chief Executive Officer pursuant to an Employment Agreement dated as of October 16, 2003 (the "Agreement"); and WHEREAS, the Company and the Employee wish to amend the Agreement on the terms and provisions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, and other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows: 1. Section 1 - Employment. The first two sentences of Section 1 are deleted in their entirety and the following are substituted therefore: The Company hereby agrees to employ Employee as its Chairman and Chief Executive Officer, and Employee hereby agrees to serve the Company in such positions, all subject to the terms and provisions of this Agreement; provided, however, subject to the authorization by the Board of Directors of the Company, as of June 15, 2004 (the "Change Date"), Employee shall be employed solely as the Executive Chairman of the Company. Employee agrees (a) to devote his full-time professional efforts, attention and energies to the business of the Company, and (b) to perform such reasonable responsibilities and duties customarily attendant to the positions of Chairman and CEO, provided; however, at such time as Employee is employed solely as Executive Chairman, Executive's time commitment to the Company shall be part-time and flexible. Executive shall be allowed to determine those hours needed to fulfill the Board approved role described on Schedule C to this Agreement, subject to the oversight of the Board. Any change in the Executive Chairman's role, responsibilities and duties shall be agreed by the Employee and the Company's Board of Directors. When Employee is employed solely as Executive Chairman after June 15, 2004, he will be allowed to work on non-Company matters, subject to the provisions of the Noncompetition and Nonsolicitation Agreement entered into by the Employee. 2. Section 2 - Term of Employment. Section 2 is deleted in its entirety and the following is substituted therefore: Subject to an earlier termination as provided in Section 6, Employee shall be employed hereunder through June 30, 2007. The Agreement shall automatically expire on June 30, 2007, unless the Company and Employee agree in writing at least six months prior to the {PAGE} expiration of the term to renew the Agreement for an extended term of one year. The parties may thereafter extend the Agreement for additional one year terms by agreeing in writing to such extensions at least six months prior to the expiration of each successive term. 3. Section 3.1 - Base Salary. Section 3.1 is deleted in its entirety and the following substituted therefore: Employee's base salary is $400,000 per annum through the Change Date ("Base Salary"). After the Change Date, Employee's Base Salary remains at $400,000 per annum, but will be treated as comprised of $133,000 per year for services to be performed as Executive Chairman ("Base Compensation") and $267,000 per year as a severance obligation associated with transition by Employee from the position of Chairman and Chief Executive Officer to Executive Chairman ("Severance Compensation"). All Base Salary shall be payable in accordance with the normal payroll practices of the Company. 4. Section 3.3 - Equity Incentives. The fourth and fifth sentences of Section 3.3 are deleted in their entirety and the following is substituted for the fourth sentence: In the event Employee resigns for Good Reason pursuant to Section 6.1(c), or is terminated by the Company for other than Cause pursuant to Section 6.2(c), or upon Non-Renewal as defined in and pursuant to Section 6.2(d), the stock options granted to Employee shall fully vest and be exercisable in accordance with Section 7.8. 5. Section 4.1 - General Benefits. Section 4.1 is deleted in its entirety and the following is substituted therefore: Employee will be entitled to participate in the sick leave, insurance (including medical, life and long-term disability), profit-sharing, retirement, and other benefit programs that are generally provided to executive employees of the Company, including any stock option plans, long term incentive plans or deferred compensation plans, all in 332690	Third Wave Third Wave Technologies Inc. ( Biological Products ) As referenced in this Employment Agreement [Amendment No. 1]: THIRD WAVE TECHNOLOGIES, – EMPLOYMENT AGREEMENT ("Amendment") is entered into as of the ___ day of ________, 2004, by and between LANCE FORS ("Employee" or "Executive") and THIRD WAVE TECHNOLOGIES, INC., a Delaware corporation (the "Company"). WHEREAS, the Company currently employs Employee as its Chairman and Chief Executive Officer pursuant to an _____________ THIRD WAVE TECHNOLOGIES, – 5 {PAGE} The parties hereto have executed this Amendment No. 1 to Employment Agreement as of the date first written above. --------------------------------------- LANCE FORS THIRD WAVE TECHNOLOGIES, INC. By: ---------------------------------- Lance Fors, Chief Executive Officer Confirmed and Agreed: --------------------------------------- John Neis Chairman, Third Wave Technologies, Inc. Compensation Committee of the Board _____________ Third Wave Technologies, – the date first written above. --------------------------------------- LANCE FORS THIRD WAVE TECHNOLOGIES, INC. By: ---------------------------------- Lance Fors, Chief Executive Officer Confirmed and Agreed: --------------------------------------- John Neis Chairman, Third Wave Technologies, Inc. Compensation Committee of the Board of Directors 6 {PAGE} SCHEDULE C EXECUTIVE CHAIRMAN'S ROLE AND TRANSITION EXECUTIVE CHAIRMAN'S GOAL: _____________ Third Wave Technologies, – the Company's assets. {PAGE} SCHEDULE E TERMINATION AGREEMENT This Termination Agreement confirms the termination of Lance Fors (the "Executive") from employment with Third Wave Technologies, Inc. (the "Company") effective _____________, 200___. The Company shall provide Executive with the severance payments and other benefits (the "Severance") described in _____________ Third Wave Technologies, – 2 {PAGE} IN WITNESS WHEREOF, the parties hereto have entered into this Termination Agreement as of the date and year set forth below. Third Wave Technologies, Inc. By: ---------------------------- Its: --------------------------- Date: ------------------------- AGREED TO AND ACCEPTED: ----------------------------- -------------------- Lance Fors Date 3 {/TEXT} {/DOCUMENT} _____________ dt 689178 ;	Lance Fors
Preview Full Doc	2004	Employment Agreement [Amendment No. 2] Employment Agreement [Amendment No. 2] (19K) Doc #332691: Click preview link for longer preview. AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT ("Amendment") is entered into as of the ___ day of _________, 2004, by and between JOHN PUISIS ("Executive") and THIRD WAVE TECHNOLOGIES, INC., a Delaware corporation (the "Company"). WHEREAS, the Company currently employs Executive pursuant to an Employment Agreement commencing on September 24, 2001, as amended by Amendment to Employment Agreement effective as of July 17, 2003 (collectively, the "Agreement"); and WHEREAS, the Company and the Executive wish to amend the Agreement on the terms and provisions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, and other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows: 1. Section 1(a) - Position; Duties. Section 1(a) is deleted in its entirety and the following is substituted therefore: Company is currently employing and will continue to employ Executive as President and Chief Operating Officer of the Company hereunder; provided, however, subject to the authorization of the Board of Directors of the Company, Executive will be employed as President and Chief Executive Officer at a date commencing during 2004 to be agreed to by Executive and Lance Fors, the Company's Chairman and current Chief Executive Officer (the "CEO" or the "Chairman"). From and after the appointment of the Executive to the position of Chief Executive Officer, all references in the Agreement to the CEO, shall thereafter mean and refer to the Chairman. 2. Section 1(c) - Appointment to the Board of Directors. Section 1(c) is added to the Agreement as follows: (c) Appointment to the Board of Directors. The Company agrees to nominate Executive to the Board of Directors of the Company from time to time as necessary to permit Executive to serve on such Board throughout the term of this Agreement. 3. Section 4 - Equity Compensation. The last sentence of Section 4 is deleted in its entirety, and the following is substituted therefore: All options granted to Executive shall vest in equal installments over the four-year period commencing with the date of grant of such options, subject to the acceleration of vesting (i) as described in Section 9(c)(ii) hereof and (ii) in the Option Grant Agreements issued {PAGE} by the Company, as amended, provided, that in the event of a conflict between any Option Grant Agreement and Section 9(c)(ii) of this Agreement, this Agreement shall control. 4. Section 8 - Relocation. Section 8 is deleted in its entirety and the following is substituted therefore: The Company acknowledges that the Executive shall be entitled to maintain his principal residence in Illinois and to perform his duties hereunder from the State of Illinois. The Executive will have the flexibility to commute to Madison, Wisconsin as and when necessary as long as Executive's duties are performed to the reasonable standards set by the Company's Board of Directors. The Company will also provide for temporary housing for Executive when Executive is required to perform his duties in Madison, Wisconsin and reimburse Executive for expenses associated with commuting to and from Madison, Wisconsin, up to an aggregate amount of $30,000 per year. 5. Section 9(a)(i) - Death or Disability. Section 9(a)(i) is deleted in 332691	Third Wave Third Wave Technologies Inc. ( Biological Products ) As referenced in this Employment Agreement [Amendment No. 2]: THIRD WAVE TECHNOLOGIES, – 2 TO EMPLOYMENT AGREEMENT ("Amendment") is entered into as of the ___ day of _________, 2004, by and between JOHN PUISIS ("Executive") and THIRD WAVE TECHNOLOGIES, INC., a Delaware corporation (the "Company"). WHEREAS, the Company currently employs Executive pursuant to an Employment Agreement commencing on September 24, 2001, _____________ THIRD WAVE TECHNOLOGIES, – 4 {PAGE} The parties hereto have executed this Amendment No. 2 to Employment Agreement as of the date first written above. --------------------------------------- JOHN PUISIS THIRD WAVE TECHNOLOGIES, INC. By: ----------------------------------- Lance Fors, Chief Executive Officer Confirmed and Agreed: --------------------------------------- John Neis Chairman, Third Wave Technologies, Inc. Compensation Committee of the Board _____________ Third Wave Technologies, – the date first written above. --------------------------------------- JOHN PUISIS THIRD WAVE TECHNOLOGIES, INC. By: ----------------------------------- Lance Fors, Chief Executive Officer Confirmed and Agreed: --------------------------------------- John Neis Chairman, Third Wave Technologies, Inc. Compensation Committee of the Board of Directors 5 {PAGE} Exhibit C TERMINATION AGREEMENT This Termination Agreement confirms the termination of John _____________ Third Wave Technologies, – Board of Directors 5 {PAGE} Exhibit C TERMINATION AGREEMENT This Termination Agreement confirms the termination of John Puisis (the "Executive") from employment with Third Wave Technologies, Inc. (the "Company") effective _____________, 200___. The Company shall provide Executive with the severance payments and other benefits (the "Severance") described in _____________ Third Wave Technologies, – 7 {PAGE} IN WITNESS WHEREOF, the parties hereto have entered into this Termination Agreement as of the date and year set forth below. Third Wave Technologies, Inc. By: ----------------------------- Its: ---------------------------- Date: --------------------------- AGREED TO AND ACCEPTED: ----------------------------- -------------------- John Puisis Date 8 {/TEXT} {/DOCUMENT} _____________ dt 689179 ;	John Puisis
Preview Full Doc	2004	Employment Agreement Employment Agreement (24K) Doc #332701: Click preview link for longer preview. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of October 16, 2003 (the "Commencement Date") by and between Lance Fors ("Employee") and Third Wave Technologies, Inc., a Delaware corporation (the "Company"). WHEREAS, the Company has employed Employee without a written employment agreement, and they now wish to have the benefit of a written agreement that sets forth their understandings concerning Employee's employment; NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, and other good and valuable consideration, the parties agree as follows: 1. Employment. The Company hereby agrees to employ Employee as its Chairman and Chief Executive Officer, and Employee hereby agrees to serve the Company in such positions, all subject to the terms and provisions of this Agreement. Employee agrees (a) to devote his full-time professional efforts, attention and energies to the business of the Company, and (b) to perform such reasonable responsibilities and duties customarily attendant to the positions of Chairman and CEO. At all times during the employment term under this Agreement, Employee shall be nominated by the Company as a member of the Board of Directors. Nothing in this Agreement will prevent Employee from engaging in additional activities in connection with (i) serving on corporate, civic and charitable boards and committees, (ii) delivering lectures and fulfilling speaking engagements, and (iii) managing personal investments; provided, however, that such activities do not interfere with and are consistent with the performance of Employee's responsibilities hereunder. For clarity it is hereby acknowledged and agreed that Employee currently serves and may continue to serve on the Boards of the Madison Repertory Theatre and Lance Construction Supplies. 2. Term of Employment. Subject to an earlier termination as provided in Section 6, Employee shall be employed hereunder for an original term of three years from the Commencement Date. The Agreement shall automatically expire at the conclusion of the three year period unless the Company and Employee agree in writing at least six months prior to the expiration of the term to renew the Agreement for an extended term of one year. The parties may thereafter extend the Agreement for additional one year terms by agreeing in writing to such extensions at least six months prior to the expiration of each successive term. 3. Compensation. 3.1 Base Salary. Employee's annual base salary on the Commencement Date is $400,000, payable in accordance with the normal payroll practices of the Company ("Base Salary"). Employee's Base Salary will be subject to annual review by the Compensation Committee and the Board of Directors of the Company. During the Employment Term, on each {PAGE} anniversary date of this Agreement, the Company shall review the Base Salary amount to determine any increases; provided however, in no event shall the Base Salary be less than the Base Salary amount for the immediately preceding 12-month period other than as permitted in Section 6.1(d) hereunder. 3.2 Bonus Compensation. Employee shall be eligible to receive an annual cash bonus as determined by the Board of Directors each year, based upon the recommendation of the Company's Compensation Committee. Any such bonus will be based upon the compensation principles of the Company then in effect. 3.3 Equity Incentives. The Board of Directors, upon the recommendation of the Compensation Committee, may grant Employee from time to time options to purchase shares of the Company's common stock, both as a reward for past individual and corporate performance, and as an incentive for future performance. Such options, if awarded, will be pursuant to the Company's then current stock option plan. Such options will provide an exercise price not less than the fair market value of such stock on the date of the grant, and may provide for vesting over a period of time at the discretion of the Board. In the event Employee's employment is terminated by the Company without Cause pursuant to Section 6.2(c) or by notice of non-renewal pursuant to Section 6.2(d), any portion of any stock options previously granted to Employee that is vested as of Employee's last date of employment shall be exercisable until the expiration date of each such respective option. Employee understands and agrees that any such extended exercise period shall convert any incentive stock option into a 332701	Third Wave Third Wave Technologies Inc. ( Biological Products ) As referenced in this Employment Agreement: Third Wave Technologies, – AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of October 16, 2003 (the "Commencement Date") by and between Lance Fors ("Employee") and Third Wave Technologies, Inc., a Delaware corporation (the "Company"). WHEREAS, the Company has employed Employee without a written employment agreement, and they now wish to _____________ Third Wave Technologies, – class certified or registered mail, return receipt requested, postage prepaid, all addressed as follows: If to Employee: Lance Fors If to the Company: Third Wave Technologies, Inc. 502 South Rosa Road Madison, Wisconsin 53719-1256 Attn: John Comerford Any party may change its address by furnishing notice of _____________ THIRD WAVE TECHNOLOGIES, – upon receipt. The parties hereto have executed this Employment Agreement as of the date first written above. /s/ Lance Fors ------------------------------------------ Lance Fors ("Employee") THIRD WAVE TECHNOLOGIES, INC. ("Company") By: /s/ Lance Fors --------------------------------- Title: Chairman and CEO {/TEXT} {/DOCUMENT} _____________ dt 689189 ;	Lance Fors
Preview Full Doc	2004	Employment Agreement Employment Agreement (45K) Doc #332702: Click preview link for longer preview. EMPLOYMENT AGREEMENT This Agreement is made by and between Third Wave Technologies, a Delaware Corporation (the "Company" or "TWT"), and John Puisis (the "Executive"). 1. Duties and Scope of Employment. (a) Position; Duties. During the Employment Term (as defined in paragraph 2), the Company will employ Executive as Senior Vice President, Chief Financial Officer of the Company. Executive will serve as an Officer of the Company in such capacity, and will report directly to Lance Fors the Company's Chief Executive Officer ( . . . 332702	Third Wave Third Wave Technologies Inc. ( Biological Products ) As referenced in this Employment Agreement: Third Wave Technologies, – SEQUENCE}5 {FILENAME}c83528exv10w17.txt {DESCRIPTION}EXHIBIT 10.17 {TEXT} {PAGE} Exhibit 10.17 EMPLOYMENT AGREEMENT This Agreement is made by and between Third Wave Technologies, a Delaware Corporation (the "Company" or "TWT"), and John Puisis (the "Executive"). 1. Duties and Scope of Employment. (a) Position; Duties. During _____________ Third Wave. Technologies, – whether oral or written, by any officer, employee or representative of any party hereto in respect of the subject matter contained herein. Executive Third Wave. Technologies, Inc- /s/ John Puisis /s/ Lance Fors ----------------------------- ------------------------- By: John Puisis By: Lance Fors Title: Chief Executive Officer Date: 9-19-01 Date: _____________ Third Wave Technologies, – 17 AMENDMENT TO EMPLOYMENT AGREEMENT The purpose of this Amendment ("Amendment") to the Employment Agreement by and between John Puisis (the "Executive") and Third Wave Technologies, Inc. ("TWT") dated September 24, 2001 ("Employment Agreement") is to document the Compensation Committee of TWT's Board of Directors ("Compensation Committee") _____________ THIRD WAVE TECHNOLOGIES, – Executive, TWT and/or the Compensation Committee conflict with the terms of this Amendment, the terms and conditions of this Amendment shall control. THIRD WAVE TECHNOLOGIES, INC. {TABLE} {S} {C} /s/ Lance Fors /s/ John Neis ------------------------- --------------------------- Lance Fors John Neis Chairman and Chief Executive Officer Chairman, Third Wave _____________ Third Wave Technologies, – THIRD WAVE TECHNOLOGIES, INC. {TABLE} {S} {C} /s/ Lance Fors /s/ John Neis ------------------------- --------------------------- Lance Fors John Neis Chairman and Chief Executive Officer Chairman, Third Wave Technologies, Inc. Compensation Committee of the Board of Directors /s/ John Puisis ------------------------- John Puisis {/TABLE} {/TEXT} {/DOCUMENT} _____________ dt 689190
Preview Full Doc	2005	Employment Agreement Employment Agreement (39K) Doc #1072971: Click preview link for longer preview. THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of the 10th day of May 2005, by and between Maneesh Arora ("Employee") and THIRD WAVE TECHNOLOGIES, INC., a Delaware corporation (the "Company"). WHEREAS, the Company desires to employ Employee as its Senior Vice President, Commercial Operations and Employee desires to accept such employment pursuant to the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, and other good and valuable . . . 1072971	Third Wave Third Wave Technologies Inc. ( Biological Products ) As referenced in this Employment Agreement: THIRD WAVE TECHNOLOGIES, – AGREEMENT EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of the 10th day of May 2005, by and between Maneesh Arora ("Employee") and THIRD WAVE TECHNOLOGIES, INC., a Delaware corporation (the "Company"). WHEREAS, the Company desires to employ Employee as its Senior Vice President, Commercial Operations and Employee desires to accept such employment pursuant to _____________ THIRD WAVE TECHNOLOGIES, – The parties hereto have executed this Employment Agreement as of the date first written above. /s/ Maneesh Arora -------------------------------------------- Maneesh Arora ("Employee") Notice Address: 6408 Bobby Jones Lane Woodridge, IL 60517 THIRD WAVE TECHNOLOGIES, INC. ("Company") By: /s/ John J. Puisis -------------------------------------------- John J. Puisis, President and CEO Notice Address: 502 South Rosa Road Madison, Wisconsin 53719-1256 Attn: Chief Executive Officer 10 _____________ dt 1473225
Preview Full Doc	2005	Employment Agreement Employment Agreement (39K) Doc #1072973: Click preview link for longer preview. THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of the 10th day of May 2005, by and between Lander R. Brown ("Employee") and THIRD WAVE TECHNOLOGIES, INC., a Delaware corporation (the "Company"). WHEREAS, the Company desires to employ Employee as its Vice President, Human Resources and Employee desires to accept such employment pursuant to the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, and other good and valuable consideration, . . . 1072973	Third Wave Third Wave Technologies Inc. ( Biological Products ) As referenced in this Employment Agreement: THIRD WAVE TECHNOLOGIES, – TEXT> EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of the 10th day of May 2005, by and between Lander R. Brown ("Employee") and THIRD WAVE TECHNOLOGIES, INC., a Delaware corporation (the "Company"). WHEREAS, the Company desires to employ Employee as its Vice President, Human Resources and Employee desires to accept such employment pursuant to the _____________ THIRD WAVE TECHNOLOGIES, – The parties hereto have executed this Employment Agreement as of the date first written above. /s/ Lander R. Brown ------------------------------------------ Lander R. Brown ("Employee") Notice Address: 930 Michigan Evanston, IL 60202 THIRD WAVE TECHNOLOGIES, INC. ("Company") By: /s/ John J. Puisis ------------------------------------------ John J. Puisis, President and CEO Notice Address: 502 South Rosa Road Madison, Wisconsin 53719-1256 Attn: Chief Executive Officer 10 _____________ dt 1473226
Preview Full Doc	2005	Employment Agreement Employment Agreement (39K) Doc #1072978: Click preview link for longer preview. THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of the 10th day of May 2005, by and between Vecheslav A. Elagin ("Employee") and THIRD WAVE TECHNOLOGIES, INC., a Delaware corporation (the "Company"). WHEREAS, the Company desires to employ Employee as its Vice President, Research & Development and Employee desires to accept such employment pursuant to the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, and other good and valuable . . . 1072978	Third Wave Third Wave Technologies Inc. ( Biological Products ) As referenced in this Employment Agreement: THIRD WAVE TECHNOLOGIES, – TEXT> EXHIBIT 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of the 10th day of May 2005, by and between Vecheslav A. Elagin ("Employee") and THIRD WAVE TECHNOLOGIES, INC., a Delaware corporation (the "Company"). WHEREAS, the Company desires to employ Employee as its Vice President, Research & Development and Employee desires to accept such employment pursuant to the _____________ THIRD WAVE TECHNOLOGIES, – parties hereto have executed this Employment Agreement as of the date first written above. /s/ Vecheslav A. Elagin ---------------------------------------- Vecheslav A. Elagin ("Employee") Notice Address: 1208 Wenzel Way Waunakee, WI 53597 THIRD WAVE TECHNOLOGIES, INC. ("Company") By: /s/ John J. Puisis ---------------------------------------- John J. Puisis, President and CEO Notice Address: 502 South Rosa Road Madison, Wisconsin 53719-1256 Attn: Chief Executive Officer 10 _____________ dt 1473227

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