Exhibit
10.23


 


THIS AGREEMENT made in duplicate as of November 4,
2003.


 


BETWEEN:


 


ARIDIA
CORP., a
body corporate under the laws of the Province of Nova Scotia 


 


(the “Company”)


 


OF
THE ONE PART


 


 - and -


 


CEPHEID, a body corporate and INFECTIO
DIAGNOSTIC (I.D.I.) INC. , a body corporate


 


(individually a “Parent Co.” and collectively, “Parent Cos.”)


 


OF THE OTHER PART


 


 


WHEREAS Parent Cos. are the beneficial
owners of all the issued and outstanding shares in the capital stock of the
Company;


 


AND WHEREAS the Company has resolved to wind up
its affairs, to surrender its certificate of incorporation and to distribute
its assets to Parent Cos.;


 


WITNESSETH that in consideration of the
premises the parties hereto agree as follows:


 


1.             The Company shall, and does hereby, transfer all of its assets and
undertaking of every nature and kind to Parent Cos. in equal shares and each of
the Parent Cos. shall, and does hereby, accept such transfer.


 


2.             Each of the Parent Cos. has been cooperating with each other in connection
with the operation of Aridia Corp. and agrees that certain Intellectual
Property and Confidential Information have been developed during the operation
of Aridia, which Intellectual Property and Confidential Information is more
fully described in Exhibit A hereof. Each of the Parent Cos. shall be free to
use such Intellectual Property and Confidential Information for its own
business operation, as outlined in, and in conformance with, the provisions and
restrictions of Exhibit A. Each of the Parent Cos. agrees, that without the
express written agreement of the other Parent Co., it will not have the right
to


 


 


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.


 

















 


(i)            grant rights or disclose to a third party the
Intellectual Property and Confidential Information of the other Parent Co.; and


 


(ii)           assign, sell, license, transfer or
dispose to a third party the Intellectual Property and Confidential Information
of the other Parent Co.


 


3.             The following agreements previously entered into between the parties are
hereby terminated and of no further force and effect, including those
provisions relating to winding down of the agreements or the relationships
created thereunder and those provisions identified as surviving any
termination: (l) Shareholders Agreement dated February 4, 2000 among Infectio
Diagnostic (I.D.I.) Inc., Cepheid and Aridia Corp.; (2) Joint Technology
and Collaboration Agreement dated February 4, 2000 among Aridia Corp., Infectio
Diagnostic (I.D.I.) Inc. and Cepheid; (3) License and Supply Agreement dated
February 4, 2000 between Aridia Corp. and Cepheid; and (4) License and Supply
Agreement dated February 4, 2000 between Aridia Corp. and Infectio Diagnostic
(I.D.I.) Inc.


 


4.             Each of the Parent Cos. shall, and does hereby, assume jointly and
severally all of the outstanding obligations and liabilities of the Company of
every nature and kind effective as of the date of transfer, including liability
for all taxes, interest or penalties that have been assessed or may properly be
assessed against the Company under the Income Tax Act (Canada).


 


5.             The transfer shall be effective as and from immediately following the
close of business on the date hereof and each of the parties hereto shall
execute all documents and do any and all things necessary or desirable to give
full effect to this Agreement.


 


6.             The prices at which the assets and undertaking of the Company shall be
transferred to Parent Cos. shall be determined pursuant to the agreement of the
parties hereto.


 


7.             The Company hereby appoints each of the Parent Cos. its true and lawful
attorney in its name and on its behalf to do all acts and execute all documents
which may hereafter be necessary or desirable to complete the transfer of
assets hereinbefore provided for.


 


8.             This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.


 


 


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 hereto have properly
executed this agreement as of the day and year first above written.


 


	
   

  	
   

  	
  ARIDIA
  CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CEPHEID

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INFECTIO
  DIAGNOSTIC (I.D.I.) INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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


 


 


Patents/Patent Applications/Disclosures owned by either Party but to be
cross-licensed by the Parties, as defined below, and used by the each of the
licensed Parties under non-exclusive license in the field of PCR, on a
royalty-free basis, without the right or ability to sub-license or assign to a
Third Party


 


•      Cepheid US patents #[***]


•      Cepheid US patent application Ser. #
[***]


•      IDI Disclosure “Site Check” (License
to Cepheid)


•      Cepheid US Patent Application Ser.
No. [***]


•      Cepheid US Patent Application Ser.
No. [***]


•      Cepheid US Patent Application Ser.
No. [***]


•      IDI disclosure of [***]


•      Cepheid patent applications,
covering freeze-drying master mix:


•      US Patent Application Ser. No. [***]


•      IDI disclosure [***]


 


•      Cepheid patents and patent applications,
covering [***]:


•      US Patent [***]


•      US Patent Application Ser.
No. [***]


•      US Patent Application Ser.
No. [***]


•      US Patent Application Ser.
No. [***]


•      US Patent Application Ser.
No. [***]


•      US Patent Application Ser.
No. [***]


•      [***]


•      IDI patent application [***]


•      IDI disclosure of [***]


•      IDI disclosure of [***]


•      IDI disclosure of [***]


•      IDI disclosure of [***]


•      IDI disclosure [***]


•      IDI disclosure of [***]


•      IDI disclosure of [***]


•      IDI disclosure of [***]


•      IDI disclosure of [***]


 


Patent
Applications owned by either party, but usable by the other Party only under
terms to be negotiated between the Parties


 


 


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.


 

















 


•      Cepheid US Patent Application Ser.
No. [***]


•      Cepheid US Patent Application Ser.
No. [***]


•      IDI Provisional Patent Application
Ser. No. [***]


 


 


Joint Know-How
developed in the course of developing software, usable by either Party 


•      Interpretation algorithms for
diagnostic assays


•      Real-time PCR interpretation
algorithms


 


Confidential
Information generated during meetings or contacts with clinical experts,
scientific advisors or other third parties shall be held by the Parties
according the confidentiality provisions outlined in the agreements
concurrently executed between the Parties, and either party may use such
Confidential Information for the purposes for which the Confidential
Information was disclosed


•      Brainstorming session with [***]


•      IDI Scientific Advisory Board
meeting of 2002


•      Meetings with or disclosures by
third party companies: [***]


 


 


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.