CREDIT AGREEMENT Dated as of September 21, 2007 among PROMETHEUS LABORATORIES INC., as the Borrower, THE DOMESTIC SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing...Credit Agreement • December 19th, 2007 • Prometheus Laboratories Inc • New York
This CREDIT AGREEMENT is entered into as of September 21, 2007 among PROMETHEUS LABORATORIES INC., a California corporation (the "Borrower"), the Guarantors (defined herein), each Lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender") and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 25th, 2010 • Prometheus Laboratories Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2010 by and between Prometheus RxDx, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
CREDIT AGREEMENT Dated as of December 21, 2009 among PROMETHEUS LABORATORIES INC., as the Borrower, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, SUNTRUST BANK, as...Credit Agreement • January 26th, 2010 • Prometheus Laboratories Inc • Pharmaceutical preparations • New York
This CREDIT AGREEMENT, dated as of December 21, 2009, is entered into by and among PROMETHEUS LABORATORIES INC., a California corporation (the “Borrower”), the Guarantors (defined herein) who may become party hereto from time to time, each Lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and SUNTRUST BANK, as Syndication Agent.
QuickLinks -- Click here to rapidly navigate through this documentPrometheus Laboratories Inc • December 19th, 2007 • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.
CREDIT AGREEMENT Dated as of September 21, 2007 among PROMETHEUS LABORATORIES INC., as the Borrower, THE DOMESTIC SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing...Credit Agreement • February 12th, 2008 • Prometheus Laboratories Inc • Pharmaceutical preparations • New York
This CREDIT AGREEMENT is entered into as of September 21, 2007 among PROMETHEUS LABORATORIES INC., a California corporation (the "Borrower"), the Guarantors (defined herein), each Lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender") and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
CREDIT AGREEMENT Dated as of December 21, 2009 among PROMETHEUS LABORATORIES INC., as the Borrower, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, SUNTRUST BANK, as...Credit Agreement • March 25th, 2010 • Prometheus Laboratories Inc • Pharmaceutical preparations • New York
This CREDIT AGREEMENT, dated as of December 21, 2009, is entered into by and among PROMETHEUS LABORATORIES INC., a California corporation (the “Borrower”), the Guarantors (defined herein) who may become party hereto from time to time, each Lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and SUNTRUST BANK, as Syndication Agent.
Personal Services Agreement By and Between Stephan R. Targan, MD and Prometheus Laboratories Inc.Prometheus Laboratories Inc • March 20th, 2008 • Pharmaceutical preparations • California
This Agreement (the "Agreement") is effective as of the 1st day of June, 2007 (the "Effective Date") by and between Stephan R. Targan, M.D. with offices at 240 22nd Street, Santa Monica, CA 90402 (hereinafter referred to as the "Consultant"), and Prometheus Laboratories Inc., with offices at 9410 Carroll Park Drive, San Diego, CA 92121-5201 (hereinafter referred to as "Company" or "Prometheus").
SUPPLY AGREEMENT BETWEEN SMITHKLINE BEECHAM CORPORATION d/b/a GlaxoSmithKline AND PROMETHEUS LABORATORIES INC. DATED AS OF October 31, 2007Supply Agreement • May 15th, 2008 • Prometheus Laboratories Inc • Pharmaceutical preparations • New York
THIS SUPPLY AGREEMENT (this "Agreement") is made and entered into as of the 31st day of October, 2007 by and between SMITHKLINE BEECHAM CORPORATION, a Pennsylvania corporation doing business as GlaxoSmithKline ("GSK"), and PROMETHEUS LABORATORIES INC., a California corporation ("Prometheus"). GSK and Prometheus are sometimes referred to herein individually as a "Party" and collectively as "Parties."
DISTRIBUTION AGREEMENT by and between AstraZeneca LP and Prometheus Laboratories Inc. DATE: November 19, 2004Distribution Agreement • May 15th, 2008 • Prometheus Laboratories Inc • Pharmaceutical preparations • Delaware
This Distribution Agreement (the "Agreement") is made effective as of the 19th day of November, 2004 (the "Effective Date") by and between:
ASSET PURCHASE AND SALE AGREEMENT Between SMITHKLINE BEECHAM CORPORATION d/b/a GLAXOSMITHKLINE and GLAXO GROUP LIMITED as Seller and PROMETHEUS LABORATORIES INC. as Purchaser Dated as of October 31, 2007Asset Purchase and Sale Agreement • March 20th, 2008 • Prometheus Laboratories Inc • Pharmaceutical preparations • New York
THIS DISTRIBUTION, SUPPLY AND TRANSITION AGREEMENT (this "Agreement") is entered into as of the 31th day of October, 2007 (the "Execution Date"), by and between Prometheus Laboratories Inc., a corporation organized under the laws of California, having a place of business at 9410 Carroll Park Drive, San Diego, CA 92121 ("Prometheus") and SmithKline Beecham Corporation d/b/a GlaxoSmithKline, a Pennsylvania corporation, with its principal place of business at One Franklin Plaza, 200 North 16th Street, Philadelphia, PA 19101 ("GSK"). Prometheus and GSK are sometimes collectively referred to herein as the "Parties" and separately as a "Party."
Personal Services Agreement By and Between Stephan Targan, M.D. and Prometheus Laboratories Inc.Agreement • February 25th, 2011 • Prometheus Laboratories Inc • Pharmaceutical preparations • California
This Agreement (the “Agreement”) is effective as of the 15th day of July, 2010 (the “Effective Date”) by and between Stephan Targan, M.D. with offices at 240 22nd Street, Santa Monica, CA 904021 (hereinafter referred to as the “Consultant”), and Prometheus Laboratories Inc., with offices at 9410 Carroll Park Drive, San Diego, CA 92121-5201 (hereinafter referred to as “Company” or “Prometheus”).
Exclusive License Agreement Between The Regents of the University of California and Prometheus Laboratories, Inc.Prometheus Laboratories Inc • March 20th, 2008 • Pharmaceutical preparations • California
This license agreement ("Agreement") is effective this 1st day of December, 1999 (the "Effective Date"), by and between The Regents of the University of California ("The Regents"), a California corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, acting through the offices of The University of California, Los Angeles located at 405 Hilgard Avenue, Los Angeles, California 90095-1406 and Prometheus Laboratories, Inc. ("Prometheus"), a California corporation, having a principal place of business at 5739 Pacific Center Boulevard, San Diego, California 92121.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • March 20th, 2008 • Prometheus Laboratories Inc • Pharmaceutical preparations • California
The following additional information or material in the Field of Use which is described in the UCLA Patent Rights conceived and reduced to practice prior to the Effective Date in the conduct of the inflammatory bowel disease programs at UCLA under the direction of Braun as the principal investigator:
FIRST AMENDMENTPrometheus Laboratories Inc • October 28th, 2010 • Pharmaceutical preparations
THIS FIRST AMENDMENT (the “Amendment”) is made and entered into as of January 25, 2010, by and between THE IRVINE COMPANY LLC, a Delaware limited liability company, (“Landlord”) and PROMETHEUS LABORATORIES INC., a California corporation (“Tenant”).
Personal Services Agreement By and Between Stephan R. Targan, MD and Prometheus Laboratories Inc.Agreement • August 11th, 2009 • Prometheus Laboratories Inc • Pharmaceutical preparations • California
This Agreement (the “Agreement”) is effective as of the 15th day of July, 2009 (the “Effective Date”) by and between Stephan R. Targan, MD with offices at 240 22nd Street, Santa Monica, CA 90402 (hereinafter referred to as the “Consultant”), and Prometheus Laboratories Inc., with offices at 9410 Carroll Park Drive, San Diego, CA 92121-5201 (hereinafter referred to as “Company” or “Prometheus”).
AMENDMENT NO.2 TO THE DISTRIBUTION & INVENTORY MANAGEMENT SERVICES AGREEMENTServices Agreement • February 21st, 2008 • Prometheus Laboratories Inc • Pharmaceutical preparations
THIS AMENDMENT NO. 2, dated as of November 6, 2007 (the "Amendment"), by and between McKesson Corporation, a Delaware corporation with its principal place of business located at One Post Street, San Francisco, CA 94104-5296 ("McKesson"), and Prometheus Laboratories Inc. ("Prometheus"), amends the Distribution & Inventory Management Services Agreement, dated as of May 1st, 2004 and amended on December 10, 2004 by and between McKesson and Prometheus, as follows (unless otherwise defined herein, all capitalized terms shall have the same meaning ascribed to them in the Agreement):
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • October 28th, 2010 • Prometheus Laboratories Inc • Pharmaceutical preparations • California
This Change in Control Severance Agreement (“Agreement”) is made effective as of , (“Effective Date”), by and between Prometheus Laboratories Inc., a California corporation (the “Company”), and (“Executive”).
AMENDMENT NUMBER 1 TO SUPPLY AGREEMENTSupply Agreement • January 26th, 2010 • Prometheus Laboratories Inc • Pharmaceutical preparations
THIS AMENDMENT NUMBER 1 to SUPPLY AGREEMENT (the “Amendment”) is made and entered into as of the 14th day of December, 2009 by and between GlaxoSmithKline LLC a (“GSK”) and Prometheus Laboratories Inc., a California corporation (“Prometheus”).
QuickLinks -- Click here to rapidly navigate through this documentDistribution Agreement • February 12th, 2008 • Prometheus Laboratories Inc • Pharmaceutical preparations
CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
EMPLOYMENT TRANSITION AGREEMENTEmployment Transition Agreement • March 25th, 2010 • Prometheus Laboratories Inc • Pharmaceutical preparations • California
This Employment Transition Agreement (this “Agreement”) is entered into between Henry Pan, an individual (“Executive”), and Prometheus Laboratories Inc. (the “Company”), effective as of January 4, 2010 (the “Effective Date”).
EMPLOYMENT TRANSITION AGREEMENTEmployment Transition Agreement • May 15th, 2008 • Prometheus Laboratories Inc • Pharmaceutical preparations • California
This Employment Transition Agreement (this "Agreement") is entered into between Michael V. Swanson, an individual ("Executive"), and Prometheus Laboratories Inc. (the "Company"), effective as of April 1 , 2008 (the "Effective Date").
AMENDMENT NO.1 TO THE DISTRIBUTION & INVENTORY MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • February 21st, 2008 • Prometheus Laboratories Inc • Pharmaceutical preparations
THIS AMENDMENT NO. 1, dated as of December 10th, 2004 (the "Amendment"), by and between Cardinal Health*, an Ohio corporation with its principal place of business located at 7000 Cardinal Place, Dublin, OH 43017 ("Cardinal Health"), and Prometheus Laboratories Inc. ("Prometheus"), amends the Distribution & Inventory Management Services Agreement, dated as of June 1st, by and between Cardinal Health and Prometheus, as follows (unless otherwise defined herein, all capitalized terms shall have the same meaning ascribed to them in the Agreement):
AMENDMENT NO. 1 TO THE ASSET PURCHASE AND SALE AGREEMENTAsset Purchase and Sale Agreement • February 12th, 2008 • Prometheus Laboratories Inc • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO THE ASSET PURCHASE AND SALE AGREEMENT (this "Amendment No. 1"), dated as of December 21, 2007 (the "Effective Date"), is made by and between SmithKline Beecham Corporation d/b/a GlaxoSmithKline ("SB Corp"), a corporation organized under the laws of the Commonwealth of Pennsylvania, having a place of business at One Franklin Plaza, Philadelphia, PA 19101 and Glaxo Group Limited ("GGL"), a corporation organized under the laws of England, with offices at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, United Kingdom (together referred to as "Seller") and Prometheus Laboratories, Inc., a corporation organized under the laws of California, having a place of business at 9410 Carroll Park Drive, San Diego, CA 92121 ("Purchaser"). Each of Seller and Purchaser are sometimes collectively referred to herein as the "Parties" and separately as a "Party".
EXCLUSIVE LICENSE AGREEMENT IBD FLAGELLUM DIAGNOSTICSExclusive License Agreement • March 20th, 2008 • Prometheus Laboratories Inc • Pharmaceutical preparations • New York
THIS EXCLUSIVE LICENSE AGREEMENT (together with the exhibits hereto, this "Agreement") is made and entered into effective as of March 29, 2004, by and among Corixa Corporation, a Delaware corporation with its principal place of business located at 1124 Columbia Street, Suite 200, Seattle, Washington 98104 ("Corixa") and Prometheus Laboratories Inc., with its principal place of business located at 5739 Pacific Center Bl., San Diego, California 92121 ("Prometheus"). Each of Corixa and Prometheus may be referred to herein as a "Party" and together as the "Parties."
AMENDMENT NO. 2 to the Distribution & Inventory Management Services Agreement Dear Mr. Geller,Prometheus Laboratories Inc • February 21st, 2008 • Pharmaceutical preparations
THIS AMENDMENT NO. 2, dated as of April 13, 2006 (the "AMENDMENT"), by and between Cardinal Health ("Cardinal") with its principle place of business located at 7000 Cardinal Place, Dublin, OH 43017 and Prometheus Laboratories Inc. ("Prometheus") with its principle place of business located at 9410 Carroll Park Drive, San Diego, CA 92121, amends the Distribution & Inventory Management Service Agreement ("DSA") dated as of June 1st, 2004 by and between Cardinal and Prometheus as follows:
LICENSE AGREEMENT by and between PROMETHEUS LABORATORIES INC. and ALIZYME THERAPEUTICS LIMITED November 29, 2007License Agreement • February 21st, 2008 • Prometheus Laboratories Inc • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT ("Agreement") is effective as of November 29, 2007 (the "Effective Date"), and is by and between PROMETHEUS LABORATORIES INC., a California corporation having its principal place of business at 9410 Carroll Park Drive, San Diego, CA 92121 USA ("Prometheus") and ALIZYME THERAPEUTICS LIMITED, a corporation organized under the laws of England and Wales, having its principal place of business at Granta Park, Great Abington, Cambridge, CB21 6GX, United Kingdom ("Alizyme") and, for purposes of Section 13.15 (and any Sections cross-referenced therein) only, Alizyme plc, a corporation organized under the laws of England and Wales and having its registered office at Granta Park, Great Abington, Cambridge, CB21 6GX, United Kingdom ("Alizyme plc").
INDEX TO LEASELease • December 19th, 2007 • Prometheus Laboratories Inc • California
THIS LEASE is made as of the 22nd day of June, 2005, by and between THE IRVINE COMPANY, a Delaware corporation hereafter called "Landlord," and PROMETHEUS LABORATORIES INC., a California corporation, hereinafter called "Tenant."
RESEARCH COLLABORATION AND LICENSE AGREEMENT DATED AS OF MARCH 16, 2010 by and between PROMETHEUS LABORATORIES INC. and BAYER SCHERING PHARMA AGAnd License Agreement • March 25th, 2010 • Prometheus Laboratories Inc • Pharmaceutical preparations • New York
This RESEARCH COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is effective as of March 16, 2010 (the “Effective Date”), and is entered into by and between Prometheus Laboratories Inc., a California corporation (“Prometheus”), having its principal place of business at 9410 Carroll Park Drive, San Diego, CA 92121 USA, and Bayer Schering Pharma AG, a German corporation (“BSP”), having its principal place of business at 13342 Berlin, Germany. Prometheus and BSP may also individually be referred to herein as a “Party” and collectively as the “Parties”.
AMENDMENT NO. 4 DISTRIBUTION & INVENTORY MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • February 17th, 2009 • Prometheus Laboratories Inc • Pharmaceutical preparations
This AMENDMENT NO. 4 dated as of January 1, 2009 (the "Amendment"), by and between Cardinal Health* with its principal place of business located at 7000 Cardinal Place, Dublin, OH 43017 (Cardinal Health"), and Prometheus Laboratories Inc. ("Prometheus"), amends the Distribution & Inventory Management Services Agreement ("DSA"), dated as of June 1st, 2004 by and between Cardinal Health and Prometheus, as follows (unless otherwise defined herein, all capitalized terms shall have the meaning ascribed to them in the Agreement):
LICENSE AGREEMENT by and between PROMETHEUS LABORATORIES INC. and ALIZYME THERAPEUTICS LIMITED November 29, 2007License Agreement • March 20th, 2008 • Prometheus Laboratories Inc • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT ("Agreement") is effective as of November 29, 2007 (the "Effective Date"), and is by and between PROMETHEUS LABORATORIES INC., a California corporation having its principal place of business at 9410 Carroll Park Drive, San Diego, CA 92121 USA ("Prometheus") and ALIZYME THERAPEUTICS LIMITED, a corporation organized under the laws of England and Wales, having its principal place of business at Granta Park, Great Abington, Cambridge, CB21 6GX, United Kingdom ("Alizyme") and, for purposes of Section 13.15 (and any Sections cross-referenced therein) only, Alizyme plc, a corporation organized under the laws of England and Wales and having its registered office at Granta Park, Great Abington, Cambridge, CB21 6GX, United Kingdom ("Alizyme plc").
WARRANT TO PURCHASE STOCKPrometheus Laboratories Inc • December 19th, 2007 • California
THIS WARRANT CERTIFIES THAT, in consideration of the payment of $1.00 and for other good and valuable consideration, IMPERIAL BANCORP or registered assignee ("Holder") is entitled to purchase the number of fully paid and nonassessable shares of the class of securities (the "Shares") of the corporation (the "Company") at the initial exercise price per Share (the "Warrant Price") all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth of this Warrant.
FIRST AMENDMENT TO LICENSE AGREEMENT NO. 2000-03-0591License Agreement • February 12th, 2008 • Prometheus Laboratories Inc • Pharmaceutical preparations
This First Amendment is made and is effective this 18th day of May 2000 (the Effective Date) by and between The Regents of the University of California ("The Regents"), a California corporation having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, acting through the offices of The University of California, Los Angeles located at 10920 Wilshire Blvd., Suite 1200, Los Angeles, California 90024-1406, and Prometheus Laboratories, Inc. ("Prometheus"), a California corporation having a principal place of business at 5739 Pacific Center Boulevard, San Diego, California 92121 and amends the License Agreement dated December 1, 1999 (the "Agreement").
SETTLEMENT AGREEMENT AND MUTUAL RELEASE AND LICENSE AMENDMENTPrometheus Laboratories Inc • March 20th, 2008 • Pharmaceutical preparations
This Settlement Agreement and Mutual Release and License Amendment (hereinafter referred to collectively as the "Agreement") is effective as of the 30th day of June, 2006 by and among PROMETHEUS LABORATORIES INC., a California corporation ("Prometheus"), CEDARS-SINAI MEDICAL CENTER, a California nonprofit public benefit corporation ("Cedars-Sinai") and the REGENTS OF THE UNIVERSITY OF CALIFORNIA ("UCLA") acting through its campus at Los Angeles.
SETTLEMENT AGREEMENT AND MUTUAL RELEASE AND LICENSE AMENDMENTPrometheus Laboratories Inc • February 21st, 2008 • Pharmaceutical preparations
This Settlement Agreement and Mutual Release and License Amendment (hereinafter referred to collectively as the "Agreement") is effective as of the 30th day of June, 2006 by and among PROMETHEUS LABORATORIES INC., a California corporation ("Prometheus"), CEDARS-SINAI MEDICAL CENTER, a California nonprofit public benefit corporation ("Cedars-Sinai") and the REGENTS OF THE UNIVERSITY OF CALIFORNIA ("UCLA") acting through its campus at Los Angeles.
QuickLinks -- Click here to rapidly navigate through this documentDistribution Agreement • March 20th, 2008 • Prometheus Laboratories Inc • Pharmaceutical preparations
CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
