Liposcience Inc Sample Contracts
EXHIBIT 10.17 STANDARD LEASE Parker Business Center - Building 307 and 308 --------------------------------------------- This Lease is made by and between the Landlord and Tenant named below. ARTICLE 1. - BASIC LEASE TERMS For purposes of this Lease,...Lease Agreement • March 1st, 2002 • Liposcience Inc • North Carolina
Standard Contracts
LIPOMED, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • March 1st, 2002 • Liposcience Inc • Delaware
EXHIBIT 1.1 LIPOSCIENCE, INC. (a Delaware corporation) _________ Shares of Common Stock PURCHASE AGREEMENT Dated: ______, 2002 Table of Contents PURCHASE AGREEMENTPurchase Agreement • July 24th, 2002 • Liposcience Inc • Services-medical laboratories • New York
LIPOMED, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 1st, 2002 • Liposcience Inc • Delaware
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 1st, 2011 • Liposcience Inc • Services-medical laboratories • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of between LipoScience, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
WITNESSETHLease Agreement • March 1st, 2002 • Liposcience Inc • North Carolina
Exhibit 10.4 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. NORTH CAROLINA UNIVERSITY LICENSE AGREEMENT This Agreement is made by and between North Carolina State University...License Agreement • July 24th, 2002 • Liposcience Inc • Services-medical laboratories • North Carolina
By: /s/ C. Douglass Riddle ---------------------- Print Name: C. Douglass Riddle ------------------ Title: Senior Vice President --------------------- SCHEDULE A TO SECURITY AGREEMENT/LOAN AGREEMENTSecurity Agreement • April 4th, 2002 • Liposcience Inc • Services-medical laboratories
LIPOMED, INC.Investor Rights Agreement • March 1st, 2002 • Liposcience Inc • Delaware
STATE OF NORTH CAROLINA EXHIBIT 10.17.1 LEASE AMENDMENT NO. 1 COUNTY OF WAKE THIS LEASE AMENDMENT is made this 5th day of March 2002, by and between PARKER- RALEIGH DEVELOPMENT XXX, LLC ("Landlord") and LIPOSCIENCE, INC. ("Tenant"). WHEREAS, Landlord...Lease Amendment • April 4th, 2002 • Liposcience Inc • Services-medical laboratories • North Carolina
EXHIBIT 4.3.1 FIRST AMENDMENT TO WARRANT TO PURCHASE SHARES OF COMMON STOCK This First Amendment to Warrant to Purchase Shares of Common Stock is made to that Warrant to Purchase Shares of Common Stock granted October 31, 2000 by LipoMed, Inc., now...Warrant Agreement • April 4th, 2002 • Liposcience Inc • Services-medical laboratories
EXHIBIT 10.14.1 SECOND AMENDMENT TO LOAN AGREEMENT THIS SECOND AMENDMENT TO LOAN AGREEMENT made this 19th day of March, 2002 is to that certain Loan Agreement dated October 6, 2000 as amended by that Renewal Agreement dated July 17, 2001, and that...Loan Agreement • April 4th, 2002 • Liposcience Inc • Services-medical laboratories
COLLABORATION AGREEMENT BETWEEN LIPOMED INC. OF RALEIGH, NC ("LIPOMED") AND BRUKER INSTRUMENTS, INC. OF BILLERICA, MA ("BRUKER")Collaboration Agreement • July 24th, 2002 • Liposcience Inc • Services-medical laboratories
Exhibit 10.5 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Exclusive License Agreement --------------------------- This is an agreement between Siemens Medical Systems,...Exclusive License Agreement • July 24th, 2002 • Liposcience Inc • Services-medical laboratories
September 4, 2001 F. Ronald Stanton 313 Versailles Court Cary, NC 27611 Dear Mr. Stanton: This letter sets forth the terms and conditions under which LipoMed, Inc. (the "Company") will employ you as an employee of the Company effective September 4,...Employment Agreement • March 1st, 2002 • Liposcience Inc • North Carolina
5,000,000 Shares LIPOSCIENCE, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 10th, 2013 • Liposcience Inc • Services-medical laboratories • New York
LipoScience, Inc., a Delaware corporation (the “Company”), proposes to sell 5,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to 750,000 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
ContractWarrant Agreement • June 23rd, 2011 • Liposcience Inc • 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.
EXHIBIT 10.14 LOAN AGREEMENT First Union National Bank 150 Fayetteville Street Mall Raleigh, North Carolina 27602 (Hereinafter referred to as the "Bank") LipoMed, Inc. 3009 New Bern Avenue Raleigh, North Carolina 27610 (Hereinafter referred to as the...Loan Agreement • March 1st, 2002 • Liposcience Inc • North Carolina
September 4, 2001 Mr. Richard A. Franco 7229 Manor Oaks Drive Raleigh, NC 27615 Dear Mr. Franco: This letter sets forth the terms and conditions under which LipoMed, Inc. (the "Company") will employ you as an employee of the Company effective...Employment Agreement • March 1st, 2002 • Liposcience Inc • North Carolina
ContractWarrant Agreement • January 10th, 2013 • Liposcience Inc • Services-medical laboratories • Delaware
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 AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
September 4, 2001 Mark M. Brady 2000 Tropez Lane Cary, NC 27511 Dear Mr. Brady: This letter sets forth the terms and conditions under which LipoMed, Inc. (the "Company") will employ you as an employee of the Company effective September 4, 2001 and...Employment Agreement • April 4th, 2002 • Liposcience Inc • Services-medical laboratories • North Carolina
WITNESSETH:Sublease Termination Agreement • September 17th, 2002 • Liposcience Inc • Services-medical laboratories
EMPLOYMENT AGREEMENTEmployment Agreement • July 1st, 2014 • Liposcience Inc • In vitro & in vivo diagnostic substances • North Carolina
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of March 22, 2013 (the “Effective Date”), by and between E. DUFFY MCDONALD (“Employee”) and LIPOSCIENCE, INC. (the “Company”). This Agreement supersedes and replaces in its entirety all prior offer letters, employment agreements and severance benefits rights agreements between the Company and Employee , including but not limited to that certain Agreement effective as of November 7, 2003 and that certain agreement dated May 14, 2011 (collectively, the "Prior Agreements"). However, this Agreement does not in any way replace or supersede the Confidentiality, Inventions and Non-Competition Agreement between the Company and the Employee dated November 14, 2003 which remains in full force and effect (the “Proprietary Agreement”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 10th, 2013 • Liposcience Inc • Services-medical laboratories
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of December 20, 2012 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SQUARE 1 BANK, a North Carolina banking corporation with an office located at 406 Blackwell Street, Suite 240, Durham, NC 27701 (“Bank” or “Square 1”) (each a “Lender” and collectively, the “Lenders”), and LIPOSCIENCE, INC., a Delaware corporation with offices located at 2500 Sumner Boulevard, Raleigh, NC 27616 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
LIPOSCIENCE, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • June 23rd, 2011 • Liposcience Inc • Services-medical laboratories • North Carolina
LipoScience, Inc. (the “Company”) granted to the individual named below an option to purchase certain shares of common stock of the Company pursuant to the LipoScience, Inc. Stock Option Plan, in the manner and subject to the provisions of this Option Agreement.
AGREEMENT AND PLAN OF MERGER Dated as of September 24, 2014 among Laboratory Corporation of America Holdings Bear Acquisition Corp. and LipoScience, Inc.Merger Agreement • September 25th, 2014 • Liposcience Inc • In vitro & in vivo diagnostic substances
This AGREEMENT AND PLAN OF MERGER, dated as of September 24, 2014 (this “Agreement”), is among Laboratory Corporation of America Holdings, a Delaware corporation (“Parent”), Bear Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and LipoScience, Inc., a Delaware corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 8.12.
PRODUCTION AGREEMENTProduction Agreement • April 27th, 2012 • Liposcience Inc • Services-medical laboratories • Delaware
THIS PRODUCTION AGREEMENT (the “Agreement”), effective as of June 26, 2009 (the “Effective Date”), by and between LIPOSCIENCE, INC., a Delaware corporation, (“LipoScience”) and KMC SYSTEMS, INC., a Delaware corporation (“KMC”). Capitalized terms used in this Agreement and not defined in this Agreement have the meaning given them in the Development Agreement.
ContractWarrant Agreement • June 23rd, 2011 • Liposcience Inc • Services-medical laboratories • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
LIPOSCIENCE, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 23rd, 2011 • Liposcience Inc • Services-medical laboratories • North Carolina
This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of February 7, 2008, by and between Square 1 Bank (“Bank”) and LIPOSCIENCE, INC. (“Borrower”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 2013 • Liposcience Inc • In vitro & in vivo diagnostic substances • North Carolina
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on January 9, 2013, (the “Effective Date”), by and between ROBERT M. HONIGBERG, M.D. (“Employee”) and LIPOSCIENCE, INC. (the “Company”). This Agreement supersedes and replaces in its entirety all prior offer letters, employment agreements and severance benefits rights agreements between the Company and Employee (collectively, the “Prior Agreements”), including but not limited to the offer letter agreement dated September 24, 2011. However, this Agreement does not in any way replace or supersede the Confidentiality, Inventions and Non-Competition Agreement between the Company and the Employee dated September 24, 2011, which remains in full force and effect (the “Proprietary Agreement”).
LIPOSCIENCE, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • June 23rd, 2011 • Liposcience Inc • Services-medical laboratories • Delaware
LipoScience, Inc. (the “Company”), grants to the individual named below an option to purchase certain shares of common stock of the Company pursuant to the LipoScience, Inc. Stock Option Plan, in the manner and subject to the provisions of this Option Agreement.
VOTING AGREEMENTVoting Agreement • September 25th, 2014 • Liposcience Inc • In vitro & in vivo diagnostic substances • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of September 24, 2014, is made by and between Laboratory Corporation of America Holdings, a Delaware corporation (“Parent”), and the undersigned holder (the “Stockholder”) of shares of common stock, par value $0.001 per share (the Common Stock”), of LipoScience, Inc., a Delaware corporation (the “Company”).
COLLABORATION AGREEMENT BY AND BETWEEN LIPOSCIENCE, INC. AND VARIAN, INC. DATED AS OF APRIL 22, 2005Collaboration Agreement • September 30th, 2011 • Liposcience Inc • Services-medical laboratories • Delaware
THIS COLLABORATION AGREEMENT (the “Agreement”) dated as of April 22, 2005 (the “Effective Date”), is made by and between LIPOSCIENCE, INC., a corporation organized and existing under the laws of the State of Delaware having its offices at 2500 Sumner Boulevard, Raleigh, North Carolina 27616 (“LipoScience”), and VARIAN, INC., a corporation organized and existing under the laws of the State of Delaware having its offices at 3120 Hansen Way, Palo Alto, CA 94304 (“Varian”). LipoScience and Varian are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
SECURITY AGREEMENTSecurity Agreement • March 1st, 2002 • Liposcience Inc • North Carolina
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 13th, 2014 • Liposcience Inc • In vitro & in vivo diagnostic substances
THIS FOURTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into effective as of June 29, 2014, by and between OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) or otherwise party thereto from time to time including Oxford in its capacity as a Lender and SQUARE 1 BANK, a North Carolina banking corporation with an office located at 406 Blackwell Street, Suite 240, Durham, NC 27701 (“Bank” or “Square 1”) (each a “Lender” and collectively, the “Lenders”) and LIPOSCIENCE, INC., a Delaware corporation with offices located at 2500 Sumner Boulevard, Raleigh, NC 27616 (“Borrower”).
