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CONFIDENTIAL TREATMENT
REQUESTED
First Amendment to the
Distribution Agreement
CEPHEID AND INFECTIO DIAGNOSTIC
(I.D.I) INC. of November 4, 2003
This is the
first amendment (“Amendment”) to the Distribution
Agreement between Cepheid and lnfectio Diagnostic (I.D.I.) of
November 4, 2003 (hereinafter the “2003
Agreement”). This Amendment is made as of the
January 24, 2005 (the “Effective Date”) and is by
and between Cepheid, a California corporation with its principal
place of business at 904 Caribbean Drive, Sunnyvale, CA 94089
(“Cepheid”) and GeneOhm Sciences, Inc., a Delaware
corporation with its principal place of business at 6146 Nancy
Ridge Drive San Diego, CA 92121 (“GeneOhm”). GeneOhm
has recently merged with IDI and stands in the shoes of IDI as to
performance under the 2003 Agreement. Cepheid and GeneOhm are
sometimes referred to herein individually as a “Party”,
and collectively as the “Parties.”
WHEREAS, the
Parties wish to expand the purposes for which GeneOhm may sell
SmartCycler Instruments,
NOW THEREFORE,
the Parties agree as follows:
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1.
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Paragraph 1.10 of the 2003
Agreement is deleted in its entirety and is replaced by the
following:
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1.10
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“ Smart Cycler
Instruments ” means the Smart Cycler® I and II
Systems instruments manufactured and sold by Cepheid that are used
to perform Real Time PCR (and that include a computer), the Smart
Cycler Reaction Tubes to be used with such Smart Cycler Systems,
the Cepheid Smart Cycler Software (and any improvements and
upgrades thereof) when sold in conjunction with the sale by GeneOhm
of a Smart Cycler I or II System, and any new generation of the
Smart Cycler Instruments, which instruments do not include
integrated sample preparation. (Software upgrades and Smart Cycler
add on blocks offered by Cepheid to its then existing Smart Cycler
customers to be used with those customers’ already purchased
Smart Cycler Instruments, i.e. aftermarket software upgrades and
aftermarket add ons, shall also be available for sale by GeneOhm to
upgrade each Smart Cycler instrument sold by GeneOhm that has not
been provided with such software or block originally, provided that
with respect to upgrades that they are relevant to the Nonexclusive
Distribution Right in Paragraph 2.1.1.)
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2.
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Paragraph 2.1.1 of
the
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