Exhibit 10.27



 



EXHIBIT 10.27


AMENDMENT AND AGREEMENT



     This Amendment and Agreement (this “Amendment”), dated as December 20
2002, by and between Cepheid (“SUPPLIER”) and Fisher Scientific Company L.L.C.
(“FISHER”) amends the January 10, 2000 letter agreement and the August 30, 2001
modification and restatement of such letter agreement (together, the
“Distribution Agreement”).


     1.     Paragraph 2(b) of the Distribution Agreement is deleted in its entirety
and replaced by the following:



	 	b.	 	Market Scope. FISHER is hereby designated an
authorized non-exclusive distributor of the Products in the
following markets: [***] (collectively, the “Yield”).
Specifically included within the Field are research activities
in the [***] . Specifically excluded from the Field are[***]
(including applications subject to regulatory labeling
including “For Investigational Use Only” or “For Research Use
Only”), [***]



     2.     Paragraphs 2(c), 2(e), 2(t), 2(g) 2(h) and 2(i) of the Distribution
Agreement are deleted in their entirety.


     3.     Paragraph 3 of the Distribution Agreement is deleted in its entirety
and replaced by the following



	 	3.	 	Product Prices. From the date of the Amendment,
the Product list prices and discounts to FISHER shall be as
listed in the revised Exhibit A attached to the Amendment.
These prices shall be firm through December 31, 2003; these
discounts shall be firm through the May 31, 2004 initial term
of the Distribution Agreement. Prices may be increased by
SUPPLIER no more than once in any 12 month period, with
SUPPLIER providing FISHER with notice of increased prices no
less than 90 days prior to the effective date (which effective
date shall be no earlier than January 1, 2004) of such
increased prices. No such price increase shall exceed the
most recently published percentage price increase in the
Producer Price Index (excluding food and energy) released by
the U.S. Department of Commerce. Notwithstanding any of the
foregoing, SUPPLIER may increase prices at any time in the
event of increased costs to SUPPLIER for a computer supplied
with a Product, or other parts or components of Products, or
in the event of increased royalty amounts payable by SUPPLIER
for intellectual property rights required in connection with
the manufacture or sale of such Prod ct(s), in each cam, with
such price increase to be no greater an amount than that which
would permit SUPPLIER to maintain its percentage margin
realized on the sale of such Product(s) as compared to its
margin realized prior to the imposition of such increased cost
or royalty. Each shipment shall be billed at the price in
effect at the time of order placement. Notice of price changes
shall be sent to:




	 
	MARKETING SERVICES DEPARTMENT

Fisher Scientific Company

2000 Park Lane

Pittsburgh, Pennsylvania 15275





	 
	With a copy to: Attn: Central Purchasing

                                  At the same address



     4.     Paragraph 3(a) of the Distribution Agreement is deleted in its entirety
and replaced by the following:



	 	c.	 	Payment Terms. Payment terms shall be net thirty
days from receipt of valid invoice.



     5.     Paragraph 4 of the Distribution Agreement is deleted in its entirety
and replaced by the following:



	 
	The symbol [***] is used to
indicate that a portion of the exhibit has been omitted and filed separately with the
commission. Confidential treatment has been requested with respect to the omitted portion.




 






 




	 	4.	 	Warranty. SUPPLIER shall warrant all Smart Cycler System Products for 12 months from delivery to FISHER’s
customer and all accessories (except the computer supplied
with a Product) for 12 months from delivery to FISHER’s
customer. The warranty provided for the computer by the
computer manufacturer will be transferred to FISHER’s
customer. SUPPLIER also warrants that the Smart Cycler System
to be distributed by FISHER in the Field shall be an
“authorized thermal cycler” under the terms of the Thermal
Cycler Authorization Program administered by Applied
Biosystems Group, a division of Apples Corporation.



     6.     Paragraph 5 of the Distribution Agreement is deleted in its entirety
and replaced by the following:



	 	5.	 	Shipping. Upon receipt of a customer order from
FISHER, within 30 days, SUPPLIER shall ship Products (FOB
Sunnyvale, California) for direct delivery to FISHER’s
customer. Upon shipment, an invoice will be sent to FISHER.
SUPPLIER shall have the right to group or combine invoices for
Products shipped for administrative convenience. Minimum order
is $150.00.



     7.     Paragraph 7 of the Distribution Agreement is deleted in its entirety
and replaced by the following:



	 	7.	 	Marketing Support. During the term of the
Distribution Agreement, FISHER shall use its reasonable
efforts to actively promote the Products in the territory and
the Field. In addition, during the term of the Distribution
Agreement, FISHER shall, at its own cost:




	 	•	 	Include the Products in FISHER
catalogues, brochures and literature
	 
	 	•	 	Include SUPPLIER on supplier lists
for FISHER’s web-site, brochures and publications
	 
	 	•	 	Display the Products at trade shows, as appropriate
	 
	 	•	 	Run at least half-page advertisements for Products in at least
	 
	 	•	 	two of each four issues of BioTrack
	 
	 	•	 	On one occasion, send its sales force
trainers to SUPPLIER’s Sunnyvale headquarters for
training




	 	 	 	During the term of the Distribution Agreement, SUPPLIER shall, at its own cost:




	 	•	 	Provide FISHER with Product and application literature in reasonable amounts
	 
	 	•	 	Provide FISHER with camera-ready art
and copy for advertisements for Products in FISHER
catalogues, brochures and literature, including BioTrack
	 
	 	•	 	On one occasion, train FISHER’s sales
force trainers at SUPPLIER’s Sunnyvale headquarters



     8.     The last sentence of Paragraph 12 of the Distribution Agreement is
deleted in its entirety and replaced by the following:



	 	 	 	Each party shall provide the other with at least seventy-two (72)
hours notice prior to making any public announcement or
disclosure that is permitted by the immediately preceding
sentence and that names FISHER or specifically discusses the
relationship between SUPPLIER and FISHER. In the event that
SUPPLIER breaches its covenant regarding this required prior
notice, SUPPLIER shall, upon written request of FISHER, pay to
FISHER, as liquidated damages for such breach, the amount of [
***] in immediately available funds. In the event that FISHER
makes such written request, the parties agree that such amount is
reasonable and does not constitute a penalty, and payment by
SUPPLIER of such liquidated damages shall be the sole and
exclusive remedy of FISHER for any such breach by SUPPLIER in the
event that FISHER does not make such written request, then FISHER
shall retain all of its other rights and remedies with respect to
such breach. In the event that FISHER takes any action with
respect to exercising or enforcing its other rights and remedies




	 
	The symbol [***] is used to
indicate that a portion of the exhibit has been omitted and filed separately with the commission. Confidential treatment has been requested with respect to the omitted portion.




 






 






	 	 	 	with respect to such breach, then FISHER shall irrevocably
forfeit its right to make a written request to SUPPLIER for, or
receive payment by SUPPLIER of, the liquidated damages described
herein.



     9.     As amended hereby, the Distribution Agreement is, and shall continue to
be, in full force and effect in accordance with its terms.


[The rest of this page is intentionally left blank.]



	 
	The symbol [***] is used to
indicate that a portion of the exhibit has been omitted and filed separately with the
commission. Confidential treatment has been requested with respect to the omitted portion.




 






 




	 	 	 	 
	 	            IN WITNESS WHEREOF, the parties have executed and delivered this Amendment
and Agreement as of the date first above written.
	 
	 	CEPHEID
	 	 	 	 
	 	By:	 	 
	 	 	 	


	 	Name:	 	 
	 	Title:	 	 




	 	 	 	 
	 	FISHER SCIENTIFIC COMPANY L.L.C.
	 	 	 	 
	 	By:	 	 
	 	 	 	


	 	Name:	 	 
	 	Title:	 	 




	 
	The symbol [***] is used to
indicate that a portion of the exhibit has been omitted and filed separately with the
commission. Confidential treatment has been requested with respect
to the omitted portion.



 






 




	 	 	 	 
	 	            IN WITNESS WHEREOF, the parties have executed and delivered this Amendment
and Agreement as of the date first above written.

	 
	 	CEPHEID
	 	 	 	 
	 	By:	 	 
	 	 	 	


	 	Name:	 	 
	 	Title:	 	 




	 	 	 	 
	 	FISHER SCIENTIFIC COMPANY L.L.C.
	 	 	 	 
	 	By:	 	 
	 	 	 	


	 	Name:	 	 
	 	Title:	 	 




	 	 	 	 
	 	The
symbol [***] is used to indicate that a portion of the exhibit has been omitted and filed separately with the
commission. Confidential treatment has been requested with respect to the omitted portion.





 









 



EXHIBIT A



SMART CYCLER SYSTEM (VERSION I)




	 	 	 	 	 
	Smart Cycler I Starter System
(includes one 16-site processing
block, accessory pack*, and
desktop computer) (Part #
SC1000N1-1)	 	
2002 List Price
	 	Fisher Price
	 	 	


	 	

	 	 	
[***]
	 	[**]% of List
	 	 	
2003 List Price
	 	 
	 	 	

	 	 
	 	 	
N/A
	 	N/A
	Smart Cycler I Processing Block: (one 16-site processing block and
USB interface cable)
(Part* SC 1000N3-1	 	
2002 List Price
	 	 
	 	 	

	 	 
	 	 	
[***]
	 	[**]% of List
	 	 	
2003 List Price
	 	 
	 	 	

	 	 
	 	 	
[**]
	 	[**]% of List



*     Accessory pack includes one mini-centrifuge, four reaction tube racks,
one cooling block, software and users manual


SMART CYCLER SYSTEM (VERSION II)




	 	 	 	 	 
	Smart Cycler II
Starter System
(includes one
16-site processing
block, accessory
pack*, and desktop
computer) (Part #
SC2000N1-1)	 	
2002 Special

Merchandising

Program Price
	 	Fisher Price
	 	 	


	 	

	 	 	
[**]
	 	[**]% of Merchandizing

Program Price
	 Special 2002
SCv2 Merchandising
Program: During
2002, the
SCv2 Sum
System
price
recta an
8%
product
introduction
discount
Fisher
receives
an
additional
10%
discount
from this
reduced
price for
SCv2
orders
received
by
Cepheid
through
12/31/02.
	 	 	 	 
	 	 	 	 	 
	In
addition,
for any
SCv2
system
that is
shipped
to a
customer
on or
before
12/15/02
for which
customer
a valid
quote for
an SCv1
system is
currently
outstanding,
Cepheid
will
price
such SCv2
at the
price
quoted
for such
SCv1.
Fisher
receives
an
additional
10%
discount
from this
reduced
price for
any such
SCv2
orders
	 	 	 	 
	 	 	
2003 List Price
	 	 
	 	 	

	 	 
	 	 	
[**]
	 	[**]% of List




	 
	The symbol [***] is used to
indicate that a portion of the exhibit has been omitted and filed separately with the commission.
Confidential treatment has been requested with respect to the omitted portion.




 






 




	 	 	 	 	 
	Smart Cycler 11
Processing Block
(one 16-site
processing block
and USB interface
cable) (Part #
SC2000M3-1)	 	
2002 Special


Merchandizing

 Program Price	 	 
	 	 	

	 	 
	 	 	
[**]
	 	[**]% of Merchandizing
Program Price
	  Special 2002
SCv2
Merchandizing
Program:
	 	 	 	 
	During 2002,
the SCv2
Processing
Block Twice
reflects a
10% product
introduction
discount.
Fisher
receives an
additional
10% discount
from this
reduced
price for
SCv2 orders
received by
Cepheid
through
12/31/02.



	 	 	 	 
	 In addition,
for any SCv2
processing
block that
is shipped
to a
customer on
or before
12/15/02 for
which
customer a
valid quote
for an SCvl
processing
block is
currently
outstanding,
Cepheid will
price such
SCv2 block
at the price
quoted for
such SCv1
block.
Fisher
receives an
additional
10% discount
from this
reduced
price for
any such
SCv2 orders.
	 	 	 	 
	 	 	
2003 List Price	 	 
	 	 	

	 	 
	 	 	
[**]




	 	[**]% of List
	Smart Cycler II
Laptop System (one
16-site processing
block, accessory
pack*, laptop
computer) (Part #
SC2000N4-1)	 	
2002 Special


Merchandising

Program Price
	 	 
	 	 	

	 	 
	 Special 2002
SCv2
Merchandizing Program:
	 	
[**]
	 	[ **]% of
Merchandizing
Program Price
	 During 2002,
the SCv2
Laptop
System
reflects a
6% product
introduction
discount.
Fisher
receives an
additional
10% discount
from this
reduced
price for
SCv2 orders
received by
Cepheid
through
12/31/02.
	 	 	 	 
	 	 	
2003 List Price	 	 
	 	 	

	 	 
	 	 	
[**]
	 	[**]% of List
	Smart Cycler II TD
System (one
16-site processing
block, accessory
pack*, laptop
computer, rugged
travel case) (Part
# SC2000N2-1)	 	
2002 Special

Merchandizing

Program Price
	 	 
	 	 	

	 	 
	Special 2002
SCv2
Merchandizing
Program:
	 	
[**]
	 	[**]% of
Merchandising
Program Price
	During 2002,
the SCv2 TD
System price
reflects a
5% product
introduction
discount.
Fisher
receives an
additional
10% discount
from this
reduced
price for
SCv2 orders
received by
Cepheid
through
12/31/02.
	 	 	 	 
	 	 	
2003 List Price	 	 
	 	 	

	 	 
	 	 	
[**]
	 	[**]% of List



*     Accessory pack includes one mini-centrifuge, four reaction tube racks, one
cooling block, software and users manual.



	 
	The symbol [***] is used to
indicate that a portion of the exhibit has been omitted and filed separately with the commission.
Confidential treatment has been requested with respect to the omitted portion.





 






 



ACCESSORIES AND DISPOSABLES




	 	 	 	 	 	 	 
	Cooling block (part # 900-0028)	 	
2002 List Price
	 	 	Fisher Price
	 	 	


	 	

	 	 	
[**]
	 	 	[**]% of List	 
	 
	 	 	
2003 List Price
	 	 	 	 
	 	 	

	 	 	 	 
	 	 	
[**]
	 	 	[**]% of List	 
	 	 	 	 	 	 	 
	Mini-centrifuge (Part # 900-0020 )	 	
2002 List Price
	 	 	 	 
	 	 	

	 	 	 	 
	 	 	
[**]
	 	 	[**]% of List	 
	 
	 	 	
2003 List Price
	 	 	 	 
	 	 	

	 	 	 	 
	 	 	
[**]
	 	 	[**]% of List	 
	 	 	 	 	 	 	 
	Tube racks, 4 pack (Part # 900-0027)	 	
2002 List Price
	 	 	 	 
	 	 	

	 	 	 	 
	 	 	
[**]
	 	 	[**]% of List	 
	 
	 	 	
2003 List Price
	 	 	 	 
	 	 	

	 	 	 	 
	 	 	
Discontinued
	 	 	N/A	 
	 	 	 	 	 	 	 
	Tube racks, 8 pack (Part # 900-0087)	 	
2003 List Price
	 	 	 	 
	 	 	

	 	 	 	 
	 	 	
[**]
	 	 	[**]% of List	 
	 	 	 	 	 	 	 
	Smart Cycler Reaction Tubes

25 μL, qty 50 (Part # 900-0003)	 	
2002 List Price
	 	 	 	 
	 	 	

	 	 	 	 
	 	 	
[**]
	 	 	[**]% of List	 
	 
	 	 	
2003 List Price
	 	 	 	 
	 	 	

	 	 	 	 
	 	 	
Discontinued
	 	 	N/A	 
	 	 	 	 	 	 	 
	Smart Cycler Reaction Tubes, multipack

25 μL, qty 250 (Part # 900-0085)	 	
2003 List Price
	 	 	 	 
	 	 	

	 	 	 	 
	 	 	
[**]
	 	 	 	 
	 	 	 	 	 	 	 
	Smart Cycler Reaction

100 μL, qty 50 (Part # 900-0004)	 	
2002 List Price
	 	 	 	 
	 	 	

	 	 	 	 
	 	 	
[**]
	 	 	[**]% of List	 
	 
	 	 	
2003 List Price
	 	 	 	 
	 	 	

	 	 	 	 
	 	 	
Discontinued
	 	 	N/A	 
	 	 	 	 	 	 	 
	Smart Cycler Reaction Tubes, multipack

100 μL, qty 250 (Part # 900-0086)	 	
2003 List Price
	 	 	 	 
	 	 	

	 	 	 	 
	 	 	
[**]
	 	 	[**]% of List	 
	 	 	 	 	 	 	 
	Smart Cycler Reaction Tubes

25 μL, qty 1,000 (Part # 900-0022)	 	
2002 List Price
	 	 	 	 
	 	 	

	 	 	 	 
	 	 	
[**]
	 	 	[**]% of List	 
	 
	 	 	
2003 List Price
	 	 	 	 
	 	 	

	 	 	 	 
	 	 	
[**]
	 	 	[**]% of List	 
	 	 	 	 	 	 	 
	Smart Cycler reaction Tubes

100 μL, qty 1,000 (Part 900-0023)	 	
2002 List Price
	 	 	 	 
	 	 	

	 	 	 	 
	 	 	
[**]
	 	 	[**]% of List	 
	 
	 	 	
2003 List Price
	 	 	 	 
	 	 	

	 	 	 	 
	 	 	
[**]
	 	 	[**]% of List