SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 23rd, 2019 • Genetic Technologies LTD • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 22, 2019, between Genetic Technologies Limited, an Australian corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 25th, 2021 • Genetic Technologies LTD • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 21, 2021, between Genetic Technologies Limited, an Australian corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
GENETIC TECHNOLOGIES LIMITED AMERICAN DEPOSITARY SHARES each representing 30 Ordinary Shares SALES AGREEMENTSales Agreement • November 16th, 2012 • Genetic Technologies LTD • Biological products, (no disgnostic substances) • New York
Genetic Technologies Limited (ACN 009 212 328) (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 12th, 2020 • Genetic Technologies LTD • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of ______ __, 2020, between Genetic Technologies Limited, an Australian corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
STRICTLY CONFIDENTIAL Genetic Technologies LimitedLetter Agreement • April 3rd, 2020 • Genetic Technologies LTD • Biological products, (no disgnostic substances) • New York
PREFUNDED AMERICAN DEPOSITARY SHARES PURCHASE WARRANT geneTIC technologies LIMITEDGenetic Technologies LTD • May 29th, 2020 • Biological products, (no disgnostic substances) • New York
THIS PREFUNDED AMERICAN DEPOSITARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”), but not thereafter, to subscribe for and purchase from Genetic Technologies Limited, an Australian corporation (the “Company”), up to ______ American Depositary Shares (“ADSs”), each ADS representing six hundred (600) ordinary shares, no par value, of the Company (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant Shares”) (the ADSs issuable hereunder, the “Warrant ADSs”). The purchase price of one ADS under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 7th, 2023 • Genetic Technologies LTD • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) dated as of February 3, 2023, is between Genetic Technologies Limited, an Australian corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Exhibit A to Deposit AgreementGenetic Technologies LTD • January 20th, 2015 • Biological products, (no disgnostic substances)
The Bank of New York as depositary (hereinafter called the "Depositary"), hereby certifies that , or registered assigns IS THE OWNER OF ______________________
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 22nd, 2024 • Genetic Technologies LTD • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) dated as of April 18, 2024, is between Genetic Technologies Limited, an Australian corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Mr. Eutillio Buccilli Chief Executive Officer Genetic Technologies LimitedGenetic Technologies LTD • December 2nd, 2016 • Biological products, (no disgnostic substances) • New York
WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES Genetic Technologies LimitedGenetic Technologies LTD • April 22nd, 2024 • Biological products, (no disgnostic substances)
THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, [_____________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [___________]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Genetic Technologies Limited, an Australian corporation (the “Company”), up to [______] Ordinary Shares (the “Warrant Shares”) represented by [_________] American Depositary Shares (“ADSs”), as subject to adjustment hereunder (the “Warrant ADSs”). The purchase price of one Warrant ADS under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
LICENSE AGREEMENTLicense Agreement • August 29th, 2005 • Genetic Technologies LTD • Biological products, (no disgnostic substances) • Delaware
Effective as of February 5, 2004 ("EFFECTIVE DATE"), GENETIC TECHNOLOGIES LIMITED, having an office at 60 Hanover Street, Fitzroy, Victoria 3065, Australia ("GTG") and LABORATORY CORPORATION OF AMERICA HOLDINGS, a Delaware corporation having an office at 430 South Spring Street, Burlington, NC 27215, USA ("LICENSEE"), agree as follows:
LICENSE AGREEMENTLicense Agreement • August 29th, 2005 • Genetic Technologies LTD • Biological products, (no disgnostic substances) • New York
Effective as of September 17, 2004 ("EFFECTIVE DATE"), Genetic Technologies Limited, having an office at 60 Hanover Street, Fitzroy, Victoria 3065, Australia ("GTG") and Genzyme Corporation, having an office at 500 Kendall Street, Cambridge, MA, 02142, USA ("LICENSEE"), agree as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 2nd, 2016 • Genetic Technologies LTD • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”), dated as of December 1, 2016 is between Genetic Technologies Limited ACN 009 212 328 of 60-66 Hanover Street, Fitzroy VIC 3065, an Australian public company incorporated under the laws of Western Australia in the Commonwealth of Australia (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
License AgreementGenetic Technologies LTD • August 19th, 2005 • New York
Effective April 5th, 2002 ("EFFECTIVE DATE"), GeneType AG, a wholly owned subsidiary of Genetic Technologies Limited, having an office at 60-66 Hanover Street, Fitzroy, Victoria 3065, Australia ("LICENSOR") and Sequenom, Inc., having an office at 3595 John Hopkins Court, San Diego, California, USA and its Affiliates ("LICENSEE"), agree as follows:
License AgreementGenetic Technologies LTD • August 19th, 2005
Effective as of March 7, 2003 ("EFFECTIVE DATE"), GENETIC TECHNOLOGIES LIMITED, having an office at 60-66 Hanover Street, Fitzroy, Victoria 3065, Australia ("GTG") and PYROSEQUENCING AB, having an office at SE-752 28, Uppsala, Sweden ("LICENSEE"), agree as follows:
Clayton Utz Settlement and Licence Agreement Genetic Technologies Limited ACN 009 212 328 C Y O'Connor ERADE Village Foundation incorporating the Immunogenetics Research Foundation and the Institute of Molecular Genetics and Immunology Incorporated...Genetic Technologies LTD • August 19th, 2005 • Western Australia
the parties agreed to mutually release each other in relation to any claims each may have against the other for or in relation to any infringement of the IP owned by a party which occurred before the date of the Heads of Agreement.
MEMORIAL SLOAN KETTERING CANCER CENTER, UNIVERSITY OF CAMBRIDGE, AND PHENOGEN SCIENCES COLLABORATIVE RESEARCH AGREEMENTCollaborative Research Agreement • December 18th, 2019 • Genetic Technologies LTD • Biological products, (no disgnostic substances) • New York
THIS Collaborative RESEARCH AGREEMENT (hereinafter “Agreement’’), effective as of the last date of execution by the parties hereto (“Effective Date”), is by and between MEMORIAL SLOAN KETTERING CANCER CENTER (hereinafter “MSK”), a not-for-profit .corporation of the State of New York having offices at 1275 York Avenue, New York, NY 10065, THE CHANCELLOR. MASTERS AND SCHOLARS OF THE UNIVERSITY OF CAMBRIDGE, a not-for-profit entity of the United Kingdom having offices at The Old Schools, Trinity Lane, Cambridge CB2 1TN, UK (hereinafter “Cambridge”), and PHENOGEN SCIENCES, Inc., (Phenogen· or “Company”) a for-profit entity of the State of North Carolina, having offices at Suite 320, 9115 Harris Corners Parkway, Charlotte, NC 28269 USA and subsidiary of GENETIC TECHNOLOGIES LIMITED, a for-profit entity of Australia, having offices at 60-66 Hanover Street, Fitzroy, Victoria 3065, Australia. Each of MSK, Cambridge and Phenogen may be referred to as a “Party” and collectively as the “Parties.·
STATE OF NORTH CAROLINA COUNTY OF MECKLENBURGGenetic Technologies LTD • October 31st, 2018 • Biological products, (no disgnostic substances) • North Carolina
THIS LEASE, made and entered into this the 28th day of June, 2018 (the “Effective Date), by and between MIDTOWN AREA PARTNERS, LLC, a North Carolina limited liability company, hereinafter referred to as “Landlord” and Phenogen Sciences, Inc. a Deleware corporation hereinafter referred to as “Tenant”;
FIFTH AMENDMENT TO LEASE AGREEMENTLease Agreement • October 28th, 2016 • Genetic Technologies LTD • Biological products, (no disgnostic substances) • North Carolina
This Fifth Amendment to Lease Agreement (this “Amendment”) made as of this 31st day of August, 2016 between NEW BOSTON HARRIS CORNERS LLC, a Delaware limited liability company with a principal place of business at 75 State Street, Suite 1410, Boston, Massachusetts 02109 (“Landlord”) and PHENOGEN SCIENCES, INC., a Delaware corporation with a principal place of business at 9115 Harris Corners Parkway, Charlotte, North Carolina 28269 (“Tenant”).
ESCROW AGREEMENTEscrow Agreement • August 31st, 2021 • Genetic Technologies LTD • Biological products, (no disgnostic substances) • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of August 12, 2021, by and among Genetic Technologies Limited, a company formed under the laws of the Commonwealth of Australia ( “Buyer”), General Genetics Corporation, a Delaware corporation (“Seller Party Representative” and, together with Buyer, sometimes referred to individually as a “Party” and collectively as the “Parties”), and Citibank, N.A., as escrow agent (the “Escrow Agent”).
LICENSE AGREEMENTLicense Agreement • August 19th, 2005 • Genetic Technologies LTD • New York
This License Agreement ("AGREEMENT"), effective this 31st day of December, 2003 ("EFFECTIVE DATE"), is by and between GENETIC TECHNOLOGIES LIMITED and its AFFILIATES, having an office at 60 Hanover Street, Fitzroy, Victoria 3065, Australia ("GTG") and TM BIOSCIENCE CORPORATION and its AFFILIATES, having an office at 439 University Avenue, Suite 1050, Toronto, Ontario, M5G 1Y8, Canada (collectively the "LICENSEE").
LICENSE AGREEMENTLicense Agreement • August 19th, 2005 • Genetic Technologies LTD • New York
Effective this day of September, 2004 ("EFFECTIVE DATE"), GENETIC TECHNOLOGIES LIMITED, having an office at 60 Hanover Street, Fitzroy, Victoria 3065, Australia ("LICENSEE") and METAMORPHIX, INC., a Delaware corporation, having an office at 8510A Corridor Road, Savage, Maryland 20763, and MMI GENOMICS, INC., a Delaware corporation, having an office at 1756 Picasso Avenue, Davis, California, 95616, USA (collectively, "LICENSOR"), agree as follows:
NON-SOLICITATION AGREEMENTNon-Solicitation Agreement • August 31st, 2021 • Genetic Technologies LTD • Biological products, (no disgnostic substances)
This NON-SOLICITATION AGREEMENT (this “Agreement”) is entered into as of 18 July 2021, by and between Genetic Technologies Limited, a company formed under the laws of the Commonwealth of Australia (“Buyer”), and BelHealth Investment Fund II, L.P., a Delaware limited partnership (the “Restricted Party”). Each of Buyer and the Restricted Party is sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein without being otherwise defined shall have the meanings assigned thereto in the Purchase Agreement (defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • October 24th, 2012 • Genetic Technologies LTD • Biological products, (no disgnostic substances) • North Carolina
This EMPLOYMENT AGREEMENT (“Agreement”), dated as of August 6, 2012, by and between Phenogen Sciences Inc., a Delaware corporation (the “Company”) and a wholly-owned subsidiary of Genetic Technologies Limited (hereinafter referred to together with the Company and its other subsidiaries and affiliates, the “GTG Group”), and Mark Ostrowski (the “Executive”) of 586 Notre Dame St, Grosse Pointe, MI 48230.
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 20th, 2013 • Genetic Technologies LTD • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (“Agreement”), dated as of September 6, 2013 and amended and restated as of December 19, 2013, by and between Genetic Technologies Ltd. (ACN 009 212 328), an Australian public company limited by shares (“Company”), and Ironridge BioPharma Co., a division of Ironridge Global IV, Ltd., a British Virgin Islands business company (“Purchaser”).
LICENSE AGREEMENT AND RELEASELicense Agreement and Release • December 20th, 2007 • Genetic Technologies LTD • Biological products, (no disgnostic substances) • Colorado
Effective as of June 29, 2007 (“EFFECTIVE DATE”), GENETIC TECHNOLOGIES LIMITED, having an office at 60 Hanover Street, Fitzroy, Victoria 3065, Australia (“GTG”), and THERMO FISHER SCIENTIFIC INC., having an office at 81 Wyman Street, Waltham, MA, 02454-9045, USA (“THERMO”), agree as follows:
CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE SUCH INFORMATION IS NOT MATERIAL AND DISCLOSURE THEREOF WOULD CONSTITUTE A CLEARLY UNWARRANTED INVASION OF PERSONAL PRIVACY. THE REDACTED TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE...Asset Purchase Agreement • August 30th, 2022 • Genetic Technologies LTD • Biological products, (no disgnostic substances) • Victoria
Genetic Technologies Limited ACN 009 212 328, a company formed under the laws of the Commonwealth of Australia, with its principal office at 60-66 Hanover Street, Fitzroy, Victoria 3065 Australia (GTG), and
License AgreementLicense Agreement • August 19th, 2005 • Genetic Technologies LTD • Delaware
Effective as of August 1, 2003 ("EFFECTIVE DATE"), GENETIC TECHNOLOGIES LIMITED, having an office at 60 Hanover Street, Fitzroy, Victoria 3065, Australia ("GTG") and QUEST DIAGNOSTICS INCORPORATED, a Delaware corporation having an office at One Malcolm Avenue, Teterboro, NJ 07608, USA ("LICENSEE"), agree as follows:
License AgreementGenetic Technologies LTD • August 19th, 2005 • Delaware
Effective April 12, 2002, 2002 ("EFFECTIVE DATE"), GeneType AG, a wholly owned subsidiary of Genetic Technologies Limited, having an office at 60-66 Hanover Street, Fitzroy, Victoria 3065, Australia ("LICENSOR") and Nanogen, Inc., having an office at 10398 Pacific Center Court, San Diego, CA 92121, USA ("LICENSEE"), agree as follows:
Myriad/Genetic Technologies Marketing and Patent License AgreementGenetic Technologies LTD • August 19th, 2005
This Myriad/Genetic Technologies Patent License Agreement ("Agreement") is entered into as of October , 2002 ("Effective Date") by and between the Parties,
PATENT LICENSE AGREEMENTPatent License Agreement • December 20th, 2007 • Genetic Technologies LTD • Biological products, (no disgnostic substances) • Colorado
Effective as of December 1, 2006 (“EFFECTIVE DATE”), GENETIC TECHNOLOGIES LIMITED, having an office at 60 Hanover Street, Fitzroy, Victoria 3065, Australia (“GTG”) and GENOSENSE DIAGNOSTICS GMBH, having an office at Donau-City-Strasse 1, A-1220, Vienna, Austria (“LICENSEE”), agree as follows:
STANDSTILL AND OPTION AGREEMENTStandstill and Option Agreement • December 24th, 2009 • Genetic Technologies LTD • Biological products, (no disgnostic substances) • Colorado
This Agreement is made and entered into between Perlegen Sciences Inc., having its principal office at 309 University Dr., Menlo Park CA, USA (hereinafter “Grantor”), and Genetic Technologies Limited ACN 009 212 328, having its principal office at 60-66 Hanover Street, Fitzroy, Victoria, Australia 3065 (hereinafter “Grantee”).
Non-Commercial Research LicenseGenetic Technologies LTD • August 19th, 2005 • New South Wales
Effective July 22, 2003 ("EFFECTIVE DATE"), GENETIC TECHNOLOGIES LIMITED, having an office at 60 Hanover Street, Fitzroy, Victoria 3065, Australia ("GTG") and THE UNIVERSITY OF SYDNEY, being a body corporate established pursuant to the University of Sydney Act (1989) of The University of Sydney, New South Wales 2006, Australia ("LICENSEE"), agree as follows:
PERSONAL AND CONFIDENTIAL Genetic Technologies LimitedPersonal and Confidential • May 23rd, 2019 • Genetic Technologies LTD • Biological products, (no disgnostic substances) • New York
