EXHIBIT 10.1
EVALUATION AGREEMENT
This Evaluation Agreement (the “Agreement”) is made by and between [***] (“[***]”), and Accelr8
Technology Corporation, a corporation having its address at 7000 North Broadway, Building 3-307, Denver,
Colorado 80221 (“ Accelr8 ”), effective as of 14 June, 2010 (“Effective Date”), as follows:
WHEREAS:
NOW THEREFORE, for and in consideration of the mutual covenants and agreements set forth in this Evaluation
Agreement, the parties agree as follows:
1. Definitions.
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[***]Confidential Treatment Requested
A. [***] is engaged in the business of discovering, developing, manufacturing, marketing and selling
diagnostic products;
B. Accelr8 is engaged in the business of discovering, validating and developing quantitative
bacterial diagnostics systems that can be used directly by healthcare professionals;
C. In reliance upon that skill, knowledge and experience, the parties wish to perform an Evaluation
of how reproducibly Accelr8’s materials and technology can determine the identification,
quantitation, and antibiotic resistance testing of bacterial pathogens for the purpose of evaluating
the potential of a future business collaboration between the parties using Accelr8’s clinical assay
technology;
D. Both parties also wish to ensure, and each party agrees, that any confidential information
disclosed by one to the other, now or in the future, should be subject to the restrictions on
disclosure and use contained in this Agreement.
“ Data ” means the results of the Evaluation, including but not limited to interim and final written
Evaluation reports.
“ Evaluation ” means the evaluation more fully described in the Evaluation Plan.
“ Evaluation Plan ” means the written description of the Evaluation attached hereto as Exhibit A and
incorporated herein.
“ Company Materials ” means the materials and sequences thereof (either in numerical or alpha
arrangement or