REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 23rd, 2009 • Helicos Biosciences Corp • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 15, 2009, by and among Helicos BioSciences Corporation, a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 22nd, 2009 • Helicos Biosciences Corp • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 15, 2009, by and among Helicos BioSciences Corporation, a Delaware corporation (the “Company”), and the several purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 28th, 2007 • Helicos Biosciences Corp • Delaware
This Agreement made and entered into this day of 2007 (the "Agreement"), by and between Helicos BioSciences Corporation, a Delaware corporation (the "Company," which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company) and (the "Indemnitee"):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 5th, 2009 • Helicos Biosciences Corp • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 19, 2008, by and among Helicos BioSciences Corporation, a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 2nd, 2009 • Helicos Biosciences Corp • Pharmaceutical preparations • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of December 19, 2008, by and among Helicos BioSciences Corporation, a Delaware corporation (the “Company”), and the several purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
HELICOS BIOSCIENCES CORPORATION Change in Control AgreementChange in Control Agreement • August 11th, 2009 • Helicos Biosciences Corp • Pharmaceutical preparations • Massachusetts
AGREEMENT made effective as of this 6th day of August, 2009 by and between Helicos BioSciences Corporation (the “Company”), and Jeffrey R. Moore (the “Executive”).
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 2nd, 2009 • Helicos Biosciences Corp • Pharmaceutical preparations • Delaware
WHEREAS, the Series B Investors have entered into a Series B Preferred Stock Purchase Agreement dated as of the date hereof, by and among the Series B Investors and the Company (the “Purchase Agreement”) to purchase an aggregate of up to Thirty-One Million Seven Thousand Seven Hundred Fifty-Two (31,007,752) shares of Series B Preferred Stock in one or more closings;
MASTER SECURITY AGREEMENT dated as of June 9, 2006 ("Agreement")Master Security Agreement • February 28th, 2007 • Helicos Biosciences Corp
THIS AGREEMENT is between General Electric Capital Corporation (together with its successors and assigns, if any, "Secured Party") and Helicos BioSciences Corporation ("Debtor"). Secured Party has an office at 83 Wooster Heights Road, Danbury, CT 06810. Debtor is a corporation organized and existing under the laws of the state of Delaware ("the State"). Debtor's mailing address and chief place of business is One Kendall Square, Building 200, Cambridge, MA 02139.
AMENDMENT TO LICENSE AGREEMENT HAVING AN EFFECTIVE DATE OF MARCH 7, 2007 BETWEEN CALIFORNIA INSTITUTE OF TECHNOLOGY and HELICOS BIOSCIENCES CORPORATIONLicense Agreement • May 21st, 2007 • Helicos Biosciences Corp • Pharmaceutical preparations • California
This Amendment to the License Agreement dated November 30, 2003 ("Agreement"), is effective as of the 7th day of March, 2007, by and between the California Institute of Technology, 1200 East California Boulevard, Pasadena, California 91125 ("Caltech") and Helicos Biosciences Corporation, a corporation having a principal place of business at 150 Cambridge Park Drive, Cambridge, MA 02140 ("Licensee").
AGREEMENTSchedule 13d Agreement • January 2nd, 2009 • Helicos Biosciences Corp • Pharmaceutical preparations
Pursuant to Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, each of the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of Helicos Biosciences Corporation. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)Joint Filing Agreement • January 5th, 2009 • Helicos Biosciences Corp • Pharmaceutical preparations
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
August 6, 2009Severance Agreement • August 11th, 2009 • Helicos Biosciences Corp • Pharmaceutical preparations • Massachusetts
This letter summarizes the terms of your continuing employment and planned separation from employment with Helicos BioSciences Corporation (the “Company”), pursuant to the Corporate Officer Severance Plan effected December 11, 2008 (“Severance Plan”) between you and the Company (the “Agreement”). The purpose of this Agreement is to establish an amicable arrangement for ending your employment relationship, to release legal claims between you and the Company, to provide you with an overview of your severance pay and related benefits under the Severance Plan and to permit you to receive additional severance benefits not provided under the Severance Plan. Defined terms not defined herein shall have the same meanings as ascribed to them in the Severance Plan.
LICENSE AGREEMENT between ROCHE DIAGNOSTICS GMBH, Sandhoferstr. 116, D-68305 Mannheim Germany and ROCHE DIAGNOSTICS CORPORATION, 9115 Hague Road, Indianapolis, IN 46250-0547, USA (hereinafter collectively referred to as "ROCHE") on the one hand and...License Agreement • February 28th, 2007 • Helicos Biosciences Corp
ROCHE is the owner of [***] and any foreign applications or patents claiming priority thereto, including but not limited to U.S. Patent [***] and any continuation, continuation-in-part, divisional, and foreign patent applications (and corresponding issued patents) relating to a method for sequencing DNA. HELICOS is interested in obtaining access to this technology and ROCHE is willing to grant to HELICOS a semi-exclusive deblocking license, subject only to the Existing License, under its aforementioned patent rights in order to allow HELICOS to market products for analyzing a target polynucleotide sequence on a support.
ContractSubordination Agreement • November 19th, 2010 • Helicos Biosciences Corp • Pharmaceutical preparations • Massachusetts
THIS INSTRUMENT AND THE INDEBTEDNESS, RIGHTS AND OBLIGATIONS EVIDENCED HEREBY AND ANY LIENS OR OTHER SECURITY INTERESTS SECURING SUCH RIGHTS AND OBLIGATIONS ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT (AS AMENDED, RESTATED, SUPPLEMENTED OR MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”) DATED AS OF NOVEMBER 16, 2010, BY AND AMONG THE SUBORDINATED CREDITORS IDENTIFIED THEREIN AND GENERAL ELECTRIC CAPITAL CORPORATION IN ITS CAPACITY AS AGENT FOR CERTAIN LENDERS (TOGETHER WITH ITS SUCCESSORS AND ASSIGNS, “SENIOR CREDITOR AGENT”), TO CERTAIN INDEBTEDNESS, RIGHTS, AND OBLIGATIONS OF HELICOS BIOSCIENCES CORPORATION TO SENIOR CREDITOR AGENT AND SENIOR CREDITOR (AS DEFINED THEREIN) AND LIENS AND SECURITY INTERESTS OF SENIOR CREDITOR AGENT SECURING THE SAME ALL AS DESCRIBED IN THE SUBORDINATION AGREEMENT, AND EACH HOLDER AND TRANSFEREE OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND B
WAIVER AND THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 30th, 2008 • Helicos Biosciences Corp • Pharmaceutical preparations • New York
THIS WAIVER AND THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of December 29, 2008 (the “Amendment Date”), by and among HELICOS BIOSCIENCES CORPORATION, a Delaware corporation (“Borrower”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation acting in its capacity as agent (the “Agent”) for the lenders under the Loan Agreement (as defined below) (the “Lenders”), and the Lenders.
CONSULTANT AGREEMENTConsultant Agreement • December 8th, 2008 • Helicos Biosciences Corp • Pharmaceutical preparations • Massachusetts
This Consultant Agreement (“Agreement”) is made effective as of the date last signed below by and between Helicos BioSciences Corporation (“Helicos”), a Delaware corporation with offices at One Kendall Square, Building 700, Cambridge, MA 02139 and Stanley N. Lapidus (“Consultant”) (each a “Party” and together, the “Parties).
AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 9th, 2010 • Helicos Biosciences Corp • Pharmaceutical preparations • Delaware
This Amendment No. 1 (this “Amendment”) to the Amended and Restated Investor Rights Agreement (the “IRA”), dated as of March 1, 2006, by and between Helicos BioSciences Corporation, a Delaware corporation (the “Company”), and the Investors specified therein, is made and entered into as of November 16, 2010. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the IRA.
Re: Severance Agreement and ReleaseSeverance Agreement • February 12th, 2010 • Helicos Biosciences Corp • Pharmaceutical preparations • Massachusetts
This letter agreement (the “Agreement”) summarizes the terms of your planned separation of employment from Helicos BioSciences Corporation (the “Company”). The purpose of this Agreement is to establish an amicable arrangement for ending your employment relationship with the Company, to release legal claims between you and the Company, to provide you certain severance benefits that you are not otherwise entitled to.
FIRST AMENDMENT TO LICENSE AGREEMENT Between Arizona Science and Technology Enterprises LLC, dba Arizona Technology Enterprises, ASU SkySong, 1475 N. Scottsdale Rd., Suite 200 Scottsdale, AZ 85257-3538 (hereinafter referred to as “AZTE”) and HELICOS...License Agreement • November 14th, 2011 • Helicos Biosciences Corp • Pharmaceutical preparations
AZTE and HELICOS are parties to that certain License Agreement having an effective date of March 16, 2005 (the “License Agreement”). HELICOS and AZTE now desire to amend the License Agreement as set forth in this amendment agreement (this “Amendment”) effective as of August 23, 2011. Accordingly, AZTE and HELICOS agree as follows:
AMENDMENT TO CHANGE IN CONTROL AGREEMENTChange in Control Agreement • September 28th, 2009 • Helicos Biosciences Corp • Pharmaceutical preparations
This FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT (“Amendment”) dated as of September 28, 2009 is between Helicos BioSciences Corporation, a Delaware corporation (the “Company”), and Ronald A. Lowy (the “Executive”).
WARRANT TO PURCHASE SHARES OF COMMON STOCKWarrant Agreement • June 30th, 2008 • Helicos Biosciences Corp • Pharmaceutical preparations • New York
THIS CERTIFIES THAT, for value received, [GE Capital Equity Investments, Inc.] [CIT Healthcare LLC] (“Holder”) is entitled to subscribe for and purchase ( ) shares of fully paid and nonassessable Common Stock of Helicos Biosciences Corporation, a Delaware corporation (the “Company”), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Common Stock” shall mean Company’s presently authorized common stock, $ par value per share, and any stock into which such common stock may hereafter be converted or exchanged and the term “Warrant Shares” shall mean the shares of Common Stock which Holder may acquire pursuant to this Warrant and any other shares of stock into which such shares of Common Stock may hereafter be converted or exchanged.
JOINT FILING AGREEMENTJoint Filing Agreement • September 23rd, 2009 • Helicos Biosciences Corp • Pharmaceutical preparations
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, each of the undersigned hereby agrees that this Amendment No. 1 to Schedule 13D is filed on behalf of each of them. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
LICENSE AND SUPPLY AGREEMENT effective as of the 23rd day of April, 2007 ("Effective Date") is entered into between PERKINELMER LAS, INC. Having a principal place of business at 940 Winter Street, Waltham, MA 02451 (hereinafter "PE") and HELICOS...License Agreement • May 21st, 2007 • Helicos Biosciences Corp • Pharmaceutical preparations • Massachusetts
PE is the owner of the entire right, title and interest in and to the Licensed Patents, as defined below, and Helicos desires a license under the Licensed Patents in the Field. PE is willing to grant such a license under the following terms and conditions.
SEVENTH AMENDMENT TO LEASELease • September 22nd, 2011 • Helicos Biosciences Corp • Pharmaceutical preparations
THIS SEVENTH AMENDMENT TO LEASE (the “Seventh Amendment”) is made this 20th day of September, 2011 (the “Effective Date”), by and between RB KENDALL FEE, LLC (“Landlord”) and HELICOS BIOSCIENCES CORPORATION, having a mailing address at One Kendall Square, Building 200, Cambridge, Massachusetts 02139 (“Tenant”).
LICENSE AGREEMENTLicense Agreement • February 28th, 2007 • Helicos Biosciences Corp • California
THIS AGREEMENT is effective as of the day of , 2003 (the "Effective Date"), between CALIFORNIA INSTITUTE OF TECHNOLOGY, 1200 East California Boulevard, Pasadena, CA 91125 ("Caltech") and Helicos BioSciences Corp. ("Licensee"), a corporation having a place of business at 150 CambridgePark Drive, Cambridge, MA 02140.
UNRESTRICTED STOCK AWARD AGREEMENT TO EMPLOYEESUnrestricted Stock Award Agreement • April 15th, 2010 • Helicos Biosciences Corp • Pharmaceutical preparations
Pursuant to the Helicos BioSciences Corporation Amended and Restated Management Incentive Plan, as amended, and the Helicos BioSciences Corporation 2nd Half Fiscal 2009 Employee Incentive Bonus Plan, each as applicable, Helicos BioSciences Corporation (the "Company") hereby grants an Unrestricted Stock Award (an "Award") to the Grantee named above under the Helicos BioSciences Corporation 2007 Stock Option and Incentive Plan (the "Plan"). Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.001 per share (the "Shares") of the Company specified above, subject to the terms and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Shares in the form of past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.
LICENSE AGREEMENT between Arizona Technology Enterprises, The Brickyard—Suite 601 699 S. Mill Avenue Room 691AA Tempe, AZ 85281 (hereinafter referred to as "AZTE") and HELICOS BIOSCIENCES CORPORATION, One Kendall Square, Building 200, Cambridge, MA...License Agreement • February 28th, 2007 • Helicos Biosciences Corp
AZTE is the sole and exclusive licensee of the patent and patent applications listed in the attached Appendix A. HELICOS desires to license such patent and patent applications and AZTE desires to grant a license to HELICOS. Accordingly, AZTE and HELICOS agree as follows:
QuickLinks -- Click here to rapidly navigate through this documentEmployment Agreement • November 19th, 2010 • Helicos Biosciences Corp • Pharmaceutical preparations • Massachusetts
This letter agreement (this "Agreement") sets forth the arrangements between Helicos BioSciences Corporation (the "Company") and you in connection with your continued employment with the Company as it considers alternatives to its existing long-term strategic focus, including a repositioning of the Company in the genetic analysis markets. We would like to retain your focused and committed efforts during this period of uncertainty in exchange for the benefits and incentives detailed in this Agreement in addition to other compensation you may earn from your service to the Company.
ContractSubordination Agreement • November 19th, 2010 • Helicos Biosciences Corp • Pharmaceutical preparations • Massachusetts
THIS INSTRUMENT AND THE INDEBTEDNESS, RIGHTS AND OBLIGATIONS EVIDENCED HEREBY AND ANY LIENS OR OTHER SECURITY INTERESTS SECURING SUCH RIGHTS AND OBLIGATIONS ARE SUBORDINATE (A) IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT (AS AMENDED, RESTATED, SUPPLEMENTED OR MODIFIED FROM TIME TO TIME, THE “SENIOR SUBORDINATION AGREEMENT”) DATED AS OF NOVEMBER 16, 2010, BY AND AMONG THE SUBORDINATED CREDITORS IDENTIFIED THEREIN AND GENERAL ELECTRIC CAPITAL CORPORATION IN ITS CAPACITY AS AGENT FOR CERTAIN LENDERS (TOGETHER WITH ITS SUCCESSORS AND ASSIGNS, “SENIOR CREDITOR AGENT”), TO CERTAIN INDEBTEDNESS, RIGHTS, AND OBLIGATIONS OF HELICOS BIOSCIENCES CORPORATION TO SENIOR CREDITOR AGENT AND SENIOR CREDITOR (AS DEFINED THEREIN) AND LIENS AND SECURITY INTERESTS OF SENIOR CREDITOR AGENT SECURING THE SAME ALL AS DESCRIBED IN THE SENIOR SUBORDINATION AGREEMENT AND (B) IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCRE
February 25, 2008Severance Agreement • March 7th, 2008 • Helicos Biosciences Corp • Pharmaceutical preparations • Massachusetts
This letter summarizes the terms of your continuing employment and planned separation from employment with Helicos BioSciences Corporation (the “Company”), and the severance agreement and release between you and the Company (the “Agreement”). The purpose of this Agreement is to establish an amicable arrangement for ending your employment relationship, to release legal claims between you and the Company and to permit you to receive severance pay and related benefits. With these understandings and in exchange for the promises by you and the Company as set forth below, you and the Company agree as follows.
AGREEMENTAmendment No. 1 to Schedule 13d • September 23rd, 2009 • Helicos Biosciences Corp • Pharmaceutical preparations
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, each of the undersigned hereby agrees that this Amendment No. 1 to Schedule 13D is filed on behalf of each of them. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • August 6th, 2012 • Helicos Biosciences Corp • Pharmaceutical preparations • Massachusetts
This Non-Exclusive License Agreement (hereinafter “Agreement”) dated July 30th, 2012 is entered into between Helicos Biosciences Corporation (hereinafter “LICENSOR”), a Delaware corporation having a principal place of business at One Kendall Square, Cambridge, Massachusetts 02138, United States, and Intelligent Biosystems Inc (hereinafter “LICENSEE”), a corporation having a principal place of business at 34 Bear Hill Road, Waltham, MA 02451. LICENSOR and LICENSEE are hereinafter jointly referred to as the “PARTIES” and individually referred to as a “PARTY.”
Underwriting AgreementUnderwriting Agreement • December 18th, 2009 • Helicos Biosciences Corp • Pharmaceutical preparations • New York
Helicos BioSciences Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriter named in Schedule I hereto (the “Underwriter”) an aggregate of 6,400,000 units (the “Units”), with each Unit consisting of (i) one share of the common stock, par value $0.001 per share, of the Company (the “Common Stock”), and (ii) one warrant to purchase 0.65 shares of Common Stock (the “Warrants”). Units will not be issued or certificated. The shares of Common Stock to be issued in the offering contemplated hereby (the “Shares”) and the Warrants are immediately separable and will be issued separately. The terms and conditions of the Warrants are set forth in the form of Exhibit A attached hereto.
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 30th, 2008 • Helicos Biosciences Corp • Pharmaceutical preparations • New York
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of June 27, 2008 (the “Amendment Date”), by and among HELICOS BIOSCIENCES CORPORATION, a Delaware corporation (“Borrower”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation acting in its capacity as agent (the “Agent”) for the lenders under the Loan Agreement (as defined below) (the “Lenders”), and the Lenders.
Flagship VenturesRisk Premium Payment Agreement • August 29th, 2012 • Helicos Biosciences Corp • Pharmaceutical preparations • Massachusetts
Reference is made to the Risk Premium Payment Agreement, dated as of November 16, 2010 (the “Risk Premium Agreement”), by and among the lenders listed on the signature pages hereto (the “Lenders”) and Helicos BioSciences Corporation (the “Company”) and the Subordinated Secured Note Purchase Agreement, dated as of November 16, 2010, as amended to date (the “NPA”), by and among the Lenders and the Company. Capitalized terms used herein without definition shall have the respective meanings assigned to such terms in the Risk Premium Agreement.
