Amendment to Distribution Agreement between Cepheid and Fisher Scientific Company L.L.C.

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.

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 t he 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:

4. Warranty. SUPPLIER shall warrant all Smart Cycle r 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:

• 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

• 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

1. 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 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.

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

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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:

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:

* 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.