Indemnification AgreementIndemnification Agreement • March 16th, 2017 • Natera, Inc. • Services-medical laboratories • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________ __, 20__ by and between Natera, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.
NATERA, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of April 16, 2020 2.25% Convertible Senior Notes due 2027Indenture • April 16th, 2020 • Natera, Inc. • Services-medical laboratories • New York
INDENTURE, dated as of April 16, 2020, between NATERA, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
4,550,000 Shares NATERA, INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • September 7th, 2023 • Natera, Inc. • Services-medical laboratories • New York
Natera, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives,” “you,” “your”), an aggregate of 4,550,000 shares of its common stock, par value $0.0001 per share (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 682,500 shares of its common stock, par value $0.0001 per share (the “Additional Shares”), if and to the extent that the Representatives shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of common stock, par value $0.0001 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are herein
4,166,666 Shares NATERA, INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTNatera, Inc. • September 11th, 2020 • Services-medical laboratories • New York
Natera, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives,” “you,” “your”), an aggregate of 4,166,666 shares of its common stock, par value $0.0001 per share (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 624,999 shares of its common stock, par value $0.0001 per share (the “Additional Shares”) if and to the extent that the Representatives shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of common stock, par value $0.0001 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinaf
AMENDED EMPLOYMENT AGREEMENTEmployment Agreement • June 25th, 2015 • Natera, Inc. • Services-medical laboratories • California
THIS AGREEMENT is entered into as of June 7, 2007, by and between JONATHAN SHEENA (the “Employee”) and GENE SECURITY NETWORK, INC., a Delaware corporation (the “Company”).
GUARANTEEGuarantee • November 9th, 2017 • Natera, Inc. • Services-medical laboratories • New York
This GUARANTEE, dated as of August 8, 2017 (as amended, supplemented or otherwise modified from time to time, this “Guarantee”), is made by NATERA INTERNATIONAL, INC., a Delaware corporation and NSTX, INC. (together with any additional Persons named pursuant to Section 5.5, each a “Guarantor” and collectively the “Guarantors”), in favor of ORBIMED ROYALTY OPPORTUNITIES II, LP, a Delaware Limited Partnership (together with its Affiliates, successors, transferees and assignees, the “Lender”).
CONFIDENTIAL TREATMENT REQUESTED GENE SECURITY NETWORK, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 24th, 2015 • Natera, Inc. • Services-medical laboratories • California
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of November 21, 2011, by and between Comerica Bank (“Bank”) and GENE SECURITY NETWORK, INC. (“Borrower”).
NATERA, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT November 20, 2014Investors’ Rights Agreement • June 1st, 2015 • Natera, Inc. • Services-medical laboratories • California
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 20th day of November, 2014, by and among Natera, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto (each an “Investor” and together the “Investors”).
ContractNatera, Inc. • June 1st, 2015 • Services-medical laboratories • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
CONFIDENTIAL TREATMENT REQUESTED ROYALTY AGREEMENTRoyalty Agreement • June 30th, 2015 • Natera, Inc. • Services-medical laboratories • New York
This ROYALTY AGREEMENT, dated as of April 18, 2013 (as amended, supplemented or otherwise modified from time to time, this “Royalty Agreement”), is made by and between ROYALTY OPPORTUNITIES S.ÀR.L, a Luxembourg société à responsabilité limitée (together with its Affiliates, successors, transferees and assignees, “ROS”), and Natera, Inc., a Delaware corporation (“Natera”). ROS and Natera are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
CONFIDENTIAL TREATMENT REQUESTED CREDIT AGREEMENT dated as of April 18, 2013 by and between NATERA, INC., as the Borrower, and ROS ACQUISITION OFFSHORE LP as the LenderCredit Agreement • June 30th, 2015 • Natera, Inc. • Services-medical laboratories • New York
THIS CREDIT AGREEMENT dated as of April 18, 2013 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between NATERA, INC., a Delaware corporation (the “Borrower”) and ROS ACQUISITION OFFSHORE LP, a Cayman Islands Exempted Limited Partnership (together with its Affiliates, successors, transferees and assignees, the “Lender”). The Borrower and the Lender are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
ContractNatera, Inc. • June 1st, 2015 • Services-medical laboratories • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
SUBLEASEWork Letter • June 1st, 2015 • Natera, Inc. • Services-medical laboratories • California
THIS AMENDED AND RESTATED BUILD-TO-SUIT LEASE (“Lease”) is made and entered into as of August 17, 2004 by and between INHALE 201 INDUSTRIAL ROAD, L.P., a California limited partnership (“Landlord”), and NEKTAR THERAPEUTICS (FKA INHALE THERAPEUTIC SYSTEMS, INC.), a Delaware corporation (“Tenant”).
ContractNatera, Inc. • June 1st, 2015 • Services-medical laboratories • New York
THIS WARRANT AND THE SECURITIES PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
ContractNatera, Inc. • June 1st, 2015 • Services-medical laboratories • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
CONFIDENTIAL TREATMENT REQUESTED CREDIT AGREEMENT dated as of April 18, 2013 by and between NATERA, INC., as the Borrower, and ROS ACQUISITION OFFSHORE LP as the LenderCredit Agreement • June 1st, 2015 • Natera, Inc. • Services-medical laboratories • New York
THIS CREDIT AGREEMENT dated as of April 18, 2013 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between NATERA, INC., a Delaware corporation (the “Borrower”) and ROS ACQUISITION OFFSHORE LP, a Cayman Islands Exempted Limited Partnership (together with its Affiliates, successors, transferees and assignees, the “Lender”). The Borrower and the Lender are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
APPLICATION SERVICE PROVIDER AGREEMENTService Levels • March 16th, 2017 • Natera, Inc. • Services-medical laboratories • California
This Application Services Provider Agreement (“Agreement”) is entered into this 19th day of September, 2014 (“Effective Date”) by and between DNAnexus, Inc., a Delaware corporation, with its principal place of business at 1975 W. El Camino Real, Suite 101, Mountain View, CA 94040 (“Vendor”) and Natera, Inc., with its principal place of business at 201 Industrial Road, Suite 410, San Carlos, CA 94070 (“Natera”) for the provision of services in accordance with the following terms and conditions. When used herein the term “Agreement” includes the body of this Agreement and any and all Statements of Work entered into by the Parties (as defined below) and all exhibits attached hereto. In the event of a conflict between the body of this Agreement and any Statement of Work or exhibit, the body of this Agreement will govern. Vendor and Natera may be referred to in this Agreement individually as a “Party” and together as the “Parties.” The Parties had previously entered into a Pilot Agreement (
SUBLEASE AGREEMENTLease • May 14th, 2014 • Natera, Inc. • Services-medical laboratories
IN WITNESS WHEREOF, Tenant has executed this Acknowledgement of Term Commencement Date and Term Expiration Date as of the date first written above.
Amendment to Employment AgreementEmployment Agreement • May 10th, 2021 • Natera, Inc. • Services-medical laboratories
THIS Amendment (the “Amendment”) to the Amended Employment Agreement dated June 7, 2007 (the “Agreement”) is entered into as of May 9, 2021 (the “Effective Date”), by and between Matthew Rabinowitz (the “Employee”) and Natera, Inc., a Delaware corporation (the “Company”).
THIRD AMENDMENT TO SUPPLY AGREEMENTSupply Agreement • August 11th, 2016 • Natera, Inc. • Services-medical laboratories • California
This Third Amendment to Supply Agreement (the “Third Amendment”) is effective as of the date last signed below (the “Third Amendment Date”) between Illumina, Inc., a Delaware corporation having a place of business at 5200 Illumina Way, San Diego, CA 92122 ("Illumina") and Natera, Inc., having a place of business at 201 Industrial Road, Suite 410, San Carlos, CA 94070 (“Customer”). Customer and Illumina may be referred to herein as “Party” or “Parties.”
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • November 9th, 2017 • Natera, Inc. • Services-medical laboratories • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of August 8, 2017 (as amended, supplemented or otherwise modified from time to time, this “Security Agreement”), is made by NATERA, INC., a Delaware corporation (the “Borrower”), NATERA INTERNATIONAL, INC., a Delaware corporation and NSTX, INC. a Delaware corporation (together with the Borrower and with any other entity that may become a party hereto as provided herein, each a “Grantor” and, collectively, the “Grantors”) in favor of ORBIMED ROYALTY OPPORTUNITIES II, LP, a Delaware limited partnership (together with its successors, transferees and assignees, the “Lender”).
DNAnexus, Inc. Fifth Amendment to the Application Service Provider Agreement dated September 19, 2014Natera, Inc. • November 8th, 2019 • Services-medical laboratories
This Fifth Amendment (“Fifth Amendment”) is made as of October 18, 2019 (“Fifth Amendment Effective Date”) by and between DNAnexus, Inc., a Delaware corporation, having its principal place of business at 1975 W. El Camino Real, Suite 101, Mountain View, CA 94040 ("DNAnexus" or “Vendor”), and Natera, Inc., having its principal place of business at 201 Industrial Road, Suite 410, San Carlos, CA 94070 (“Natera”).
EIGHT AMENDMENT TO SUPPLY AGREEMENTSupply Agreement • February 29th, 2024 • Natera, Inc. • Services-medical laboratories • California
This Eighth Amendment to Supply Agreement (the “Eighth Amendment”) is effective as of the date last signed below (the “Eighth Amendment Date”) between Illumina, Inc., a Delaware corporation having a place of business at 5200 Illumina Way, San Diego, CA 92122 (“Illumina”) and Natera, Inc., having a place of business at 201 Industrial Road, Suite 410, San Carlos, CA 94070 (“Customer”). Customer and Illumina may be referred to herein as “Party” or “Parties.”
SIXTH AMENDMENT TO SUPPLY AGREEMENTSupply Agreement • August 7th, 2020 • Natera, Inc. • Services-medical laboratories • California
This Sixth Amendment to Supply Agreement (the “Sixth Amendment”) is effective as of the date last signed below (the “Sixth Amendment Date”) between Illumina, Inc., a Delaware corporation having a place of business at 5200 Illumina Way, San Diego, CA 92122 (“Illumina”) and Natera, Inc., having a place of business at 201 Industrial Road, Suite 410, San Carlos, CA 94070 (“Customer”). Customer and Illumina may be referred to herein as “Party” or “Parties.”
Amended and Restated Employment AgreementEmployment agreement • May 10th, 2019 • Natera, Inc. • Services-medical laboratories • California
THIS Amended and Restated Employment Agreement (the “Agreement”) effective as of January 2, 2019 (the “Effective Date”), by and between Steve Chapman (the “Executive”) and Natera, Inc., a Delaware corporation (the “Company”).
SEVENTH AMENDMENT TO SUPPLY AGREEMENTSupply Agreement • November 5th, 2021 • Natera, Inc. • Services-medical laboratories • California
This Seventh Amendment to Supply Agreement (the “Seventh Amendment”) is effective as of the date last signed below (the “Seventh Amendment Date”) between Illumina, Inc., a Delaware corporation having a place of business at 5200 Illumina Way, San Diego, CA 92122 ("Illumina") and Natera, Inc., having a place of business at 201 Industrial Road, Suite 410, San Carlos, CA 94070 (“Customer”). Customer and Illumina may be referred to herein as “Party” or “Parties.”
DNAnexus, Inc. Fourth Amendment to the Application Service Provider Agreement dated September 19, 2014Service Provider Agreement • November 9th, 2018 • Natera, Inc. • Services-medical laboratories
Amendment Effective Date”) by and between DNAnexus, Inc., a Delaware corporation, having its principal place of business at 1975 W. El Camino Real, Suite 101, Mountain View, CA 94040 ("DNAnexus" or “Vendor”), and Natera, Inc., having its principal place of business at 201 Industrial Road, Suite 410, San Carlos, CA 94070 (“Natera”).
LEASE by and between BMR-201 INDUSTRIAL ROAD LP, a Delaware limited partnership and NATERA, INC., a Delaware corporationLease • March 24th, 2016 • Natera, Inc. • Services-medical laboratories
IN WITNESS WHEREOF, Tenant has executed this Acknowledgment of Term Commencement Date and Term Expiration Date as of the date first written above.
CREDIT AGREEMENT dated as of August 8, 2017 by and between NATERA, INC., as the Borrower, and ORBIMED ROYALTY OPPORTUNITIES II, LP as the LenderCredit Agreement • March 22nd, 2018 • Natera, Inc. • Services-medical laboratories • New York
THIS CREDIT AGREEMENT dated as of August 8, 2017 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between NATERA, INC., a Delaware corporation (the “Borrower”) and ORBIMED ROYALTY OPPORTUNITIES II, LP (together with its Affiliates, successors, transferees and assignees, the “Lender”). The Borrower and the Lender are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
FIFTH AMENDMENT TO SUPPLY AGREEMENTSupply Agreement • March 2nd, 2020 • Natera, Inc. • Services-medical laboratories • California
This Fifth Amendment to Supply Agreement (the “Fifth Amendment”) is effective as of the date last signed below (the “Fifth Amendment Date”) between Illumina, Inc., a Delaware corporation having a place of business at 5200 Illumina Way, San Diego, CA 92122 ("Illumina") and Natera, Inc., having a place of business at 201 Industrial Road, Suite 410, San Carlos, CA 94070 (“Customer”). Customer and Illumina may be referred to herein as “Party” or “Parties.”
AMENDMENT AND WAIVERAmendment and Waiver • March 15th, 2019 • Natera, Inc. • Services-medical laboratories • New York
This AMENDMENT AND WAIVER (this “Amendment and Waiver”) is made and entered into as of December 28, 2018 by NATERA, INC., a Delaware corporation (the “Borrower”), NATERA INTERNATIONAL, INC., a Delaware corporation (“Natera International”), NSTX, INC., a Delaware corporation (“NSTX” and, together with Natera International, the “Guarantors”), and ORBIMED ROYALTY OPPORTUNITIES II, LP, a Delaware limited partnership (the “Lender”).
SECOND AMENDMENT TO SUPPLY AGREEMENTSupply Agreement • August 11th, 2016 • Natera, Inc. • Services-medical laboratories • California
This Second Amendment to Supply Agreement (the “Second Amendment”) is effective as of the date last signed below (the “Second Amendment Date”) between Illumina, Inc., a Delaware corporation having a place of business at 5200 Illumina Way, San Diego, CA 92122 ("Illumina") and Natera, Inc., having a place of business at 201 Industrial Road, Suite 410, San Carlos, CA 94070 (“Customer”). Customer and Illumina may be referred to herein as “Party” or “Parties.”
Second Amendment to Employment AgreementEmployment Agreement • August 4th, 2023 • Natera, Inc. • Services-medical laboratories
THIS Second Amendment (the “Amendment”) to the Amended Employment Agreement dated June 7, 2007 is entered into as of April 19, 2023 (the “Effective Date”), by and between Matthew Rabinowitz (the “Employee”) and Natera, Inc., a Delaware corporation (the “Company”).
Third Amendment to Application Service Provider AgreementThird Amendment • November 9th, 2018 • Natera, Inc. • Services-medical laboratories
This Third Amendment (“Third Amendment”) is made as of January 1, 2018 (“Amendment Effective Date”) by and between DNAnexus, Inc., a Delaware corporation, having its principal place of business at 1975 W. El Camino Real, Suite 101, Mountain View, CA 94040 (“Vendor”), and Natera, Inc., having its principal place of business at 201 Industrial Road, Suite 410, San Carlos, CA 94070 (“Natera”).
AMENDED EMPLOYMENT AGREEMENTEmployment Agreement • June 22nd, 2015 • Natera, Inc. • Services-medical laboratories • California
THIS AGREEMENT is entered into as of June 7, 2007, by and between MATTHEW RABINOWITZ (the “Employee”) and GENE SECURITY NETWORK, INC., a Delaware corporation (the “Company”).
