Standard Contracts
UNDERWRITING AGREEMENT BG MEDICINE, INC. [# of firm shares] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • February 1st, 2011 • BG Medicine, Inc. • Services-medical laboratories • New York
BG Medicine, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”) an aggregate of [# of firm shares] shares of common stock, par value $ 0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [# of shoe shares] shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. As used herein, the “Representatives” shall mean Lazard Capital Markets LLC (“LCM”).
COMMON STOCK PURCHASE WARRANT BG MEDICINE, INC.Common Stock Purchase Warrant • August 18th, 2015 • BG Medicine, Inc. • In vitro & in vivo diagnostic substances • New York
THIS COMMON STOCK 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 “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BG Medicine, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
2,315,654 Shares of Common Stock par value $0.001 Pre-Funded Warrants exercisable into 184,346 Shares of Common Stock Warrants to purchase 1,250,000 Shares of Common Stock BG MEDICINE, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 18th, 2015 • BG Medicine, Inc. • In vitro & in vivo diagnostic substances • New York
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • January 24th, 2013 • BG Medicine, Inc. • In vitro & in vivo diagnostic substances • Illinois
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of January 24, 2013 by and between BG MEDICINE, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 24th, 2013 • BG Medicine, Inc. • In vitro & in vivo diagnostic substances • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 24, 2013, by and between BG MEDICINE, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 31st, 2010 • BG Medicine, Inc. • Services-medical laboratories • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of , 20 , by and between BG MEDICINE, INC., a Delaware corporation (the “Corporation”), and (“Agent”).
6,452,000 Shares of Common Stock par value $0.001 967,800 Over-Allotment Shares BG MEDICINE, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 3rd, 2014 • BG Medicine, Inc. • In vitro & in vivo diagnostic substances • New York
BG MEDICINE, INC. AMENDED AND RESTATED CHANGE OF CONTROL CASH SEVERANCE AGREEMENTChange of Control Cash Severance Agreement • November 8th, 2010 • BG Medicine, Inc. • Services-medical laboratories • Massachusetts
THIS Amended and Restated Change of Control Cash Severance Agreement (the “Agreement”) is dated as of August 1, 2007, 2007, by and between BG Medicine, Inc., a Delaware corporation (the “Company”), and Aram Adourian (the “Employee”).
RESTRICTED STOCK AGREEMENT BG MEDICINE, INC.Restricted Stock Agreement • August 31st, 2010 • BG Medicine, Inc. • Services-medical laboratories • Delaware
AGREEMENT made as of the day of , 20 (the “Grant Date”), between BG Medicine, Inc. (the “Company”), a Delaware corporation, and (the “Participant”).
BG Medicine, Inc. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • January 29th, 2010 • BG Medicine, Inc. • Services-medical laboratories • Massachusetts
BG Medicine, Inc., formerly known as Beyond Genomics, Inc., (the “Company”) hereby grants the following stock option pursuant to its 2001 Stock Option and Incentive Plan. The terms and conditions attached hereto are also a part hereof.
Re: Employment AgreementEmployment Agreement • March 18th, 2013 • BG Medicine, Inc. • In vitro & in vivo diagnostic substances • Massachusetts
On behalf of BG Medicine, Inc. (the “Company”), and the entire Board of Directors of the Company (the “Board”), I am delighted to offer you employment with the Company. This offer letter agreement (the “Agreement”) describes the terms and conditions of such employment.
PARTICIPATION AGREEMENTParticipation Agreement • March 12th, 2010 • BG Medicine, Inc. • Services-medical laboratories • New York
This Participation Agreement (this “Agreement”) is entered into as of the 22nd day of December, 2006 (the “Effective Date”) by and between BG Medicine, Inc., a corporation having offices at 610 N. Lincoln Street, Waltham, Massachusetts 02451 (“BGM”) and Philips Medical Systems Nederland B.V. a company having offices at Veenpluis 4-6, 5684 PC Best, the Netherlands (“Philips” and “Participant”); each of Participant and BGM are sometimes referred to individually as a “Party” and collectively as the “Parties”).
PRODUCT LICENSE AND COLLABORATION AGREEMENTProduct License and Collaboration Agreement • February 12th, 2010 • BG Medicine, Inc. • Services-medical laboratories
This Product License and Collaboration Agreement (this “Agreement”) is made and entered into as of this 4 day of May, 2007 (the “Effective Date”), by and between (i) BG Medicine, Inc., a Delaware corporation (“BGM”), (ii) ACS Biomarker B.V. i.o. (“ACSB”), a corporation to be established by the University of Maastricht (the “University”), BioMedbooster B.V., a corporation organized under the laws of The Netherlands (“BioMedbooster”), Yigal Pinto, Mat Daemen, Tilman Hackeng and Marcel Kannekens, and (iii) solely for purposes of Section 3.04 hereof, the University and BioMedbooster.
BG MEDICINE, INC. FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 29th, 2010 • BG Medicine, Inc. • Services-medical laboratories • Delaware
THIS FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made as of July 10, 2008, by and among BG Medicine, Inc., a Delaware corporation (the “Company”), and the holders of capital stock of the Company as set forth on Schedule A hereto (the “Preferred Stockholders”).
BG MEDICINE, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • August 9th, 2013 • BG Medicine, Inc. • In vitro & in vivo diagnostic substances • Delaware
AGREEMENT made as of the 10th day of May 2013, by and between BG Medicine, Inc. (the “Company”), a Delaware corporation, and Paul Sohmer, M.D. (the “Participant”).
ContractWarrant Agreement • January 29th, 2010 • BG Medicine, Inc. • Services-medical laboratories • Massachusetts
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.
LEASE LANDLORD: WALTHAM WINTER STREET 880 LP TENANT: BG MEDICINE, INC. LEASE Dated: June 10, 2013Lease • August 9th, 2013 • BG Medicine, Inc. • In vitro & in vivo diagnostic substances • Massachusetts
SUPPLY AGREEMENTSupply Agreement • March 12th, 2010 • BG Medicine, Inc. • Services-medical laboratories • Delaware
Payment to Corgenix for CE-Marking Services is estimated to be $[***] based on details provided in the Proposal dated December 15, 2008.
Re: First Amendment to Employment AgreementEmployment Agreement • March 31st, 2015 • BG Medicine, Inc. • In vitro & in vivo diagnostic substances
The purpose of this document (the “Employment Agreement Amendment”) is to amend specific paragraphs of the May 8, 2013 employment agreement (the “Employment Agreement”) between you and BG Medicine, Inc. (the “Company”), in order to reflect negotiated and mutually acceptable new provisions pertaining to your continued employment with the Company. In consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to the following terms, effective as of the date on which you sign this Employment Agreement Amendment (the “Effective Date”):
WARRANT TO PURCHASE 24,438 SHARES OF COMMON STOCKWarrant Agreement • February 16th, 2012 • BG Medicine, Inc. • Services-medical laboratories • New York
THIS CERTIFIES THAT, for value received, GE Capital Equity Investments, Inc. (“Holder”) is entitled to subscribe for and purchase up to such number of fully paid and nonassessable shares of Common Stock of BG MEDICINE, INC., a Delaware corporation (“Company”), as is equal to the Warrant Share Amount (as hereinafter defined) at the Warrant Price (as hereinafter defined) per share, 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, $0.001 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.
BG Medicine, Inc. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • January 29th, 2010 • BG Medicine, Inc. • Services-medical laboratories • Massachusetts
BG Medicine, Inc. (the “Company”) hereby grants the following stock option pursuant to its 2001 Stock Option and Incentive Plan, as amended. The terms and conditions attached hereto are also apart hereof.
BG MEDICINE, INC. FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 15th, 2015 • BG Medicine, Inc. • In vitro & in vivo diagnostic substances • Delaware
THIS FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made as of July 14, 2015, by and among BG Medicine, Inc., a Delaware corporation (the “Company”), and the holders of capital stock of the Company as set forth on Schedule A hereto (the “Stockholders”).
FIRST LOAN MODIFICATION AGREEMENTLoan Modification Agreement • August 31st, 2010 • BG Medicine, Inc. • Services-medical laboratories • California
This First Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of March 28, 2008, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”) and BG MEDICINE, INC., a Delaware corporation with its chief executive office located at 610 Lincoln Street, Waltham, Massachusetts 02451.
CONFIDENTIAL GALECTIN-3 LICENSE AND DISTRIBUTION AGREEMENTLicense and Distribution Agreement • February 3rd, 2011 • BG Medicine, Inc. • Services-medical laboratories • Delaware
This GALECTIN -3 LICENSE AND DISTRIBUTION AGREEMENT (this “Agreement”), entered into as of December 14, 2010 (the “Effective Date”), by and between Siemens Healthcare Diagnostics Inc, a corporation of the state of California, having its principal place of business at 511 Benedict Avenue, Tarrytown, NY 10591 (“SIEMENS”) and BG Medicine, Inc., a corporation of the state of Delaware, having its principal place of business at 610N Lincoln Street, Waltham, MA 02451 (“BGM”).
ContractWarrant Agreement • January 29th, 2010 • BG Medicine, Inc. • Services-medical laboratories • New York
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED HYPOTHECATED OR OTHERWISE TRANSFERRED IN VIOLATION OF SUCH ACT, THE RULES AND REGULATIONS THEREUNDER, OR THE PROVISIONS OF THIS WARRANT.
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 4 OF THIS WARRANTCommon Stock Purchase Warrant • January 29th, 2010 • BG Medicine, Inc. • Services-medical laboratories • Massachusetts
Beyond Genomics, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that Boston University School of Medicine, a non-profit, tax-exempt educational institution organized under the laws of Massachusetts, or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (Boston time) on April 30, 2012, 50,000 shares of Common Stock, $.001 par value per share, of the Company, at a purchase price of $1.50 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively.
CONFIDENTIAL GALECTIN-3 LICENSE AND DISTRIBUTION AGREEMENTLicense and Distribution Agreement • August 31st, 2010 • BG Medicine, Inc. • Services-medical laboratories • Delaware
This GALECTIN-3 LICENSE AND DISTRIBUTION AGREEMENT (this “Agreement”), entered into as of November 11, 2009 (the “Effective Date”), by and between Abbott Laboratories, a corporation of the state of Illinois, having its principal place of business at 100 Abbott Park Road, Abbott Park, IL 60064-3500 (“Abbott”) and BG Medicine, Inc., a corporation of the state of Delaware, having its principal place of business at 610 Lincoln Street North Waltham, MA 02451 (“BGM”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 29th, 2010 • BG Medicine, Inc. • Services-medical laboratories • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of November 9, 2007 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”), and BG MEDICINE, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
SUBLICENSE AGREEMENTSublicense Agreement • May 1st, 2013 • BG Medicine, Inc. • In vitro & in vivo diagnostic substances
This Sublicense Agreement (hereinafter referred to as this “AGREEMENT”) effective as of 11 July 2012 (the “Effective Date”), is made and entered into by and between ACS Biomarker B.V., a corporation organized and duly existing under the laws of the Netherlands, having its office at Oxfordlaan 70, 6229 EV Maastricht, (hereinafter referred to as “ACSB”) and BG Medicine, Inc., a Delaware corporation having its registered office at 610 N. Lincoln Street, Waltham, MA 02451 (hereinafter referred to as “BGM”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 16th, 2012 • BG Medicine, Inc. • Services-medical laboratories • New York
THIS LOAN AND SECURITY AGREEMENT, dated as of February 10, 2012 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is among GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), in its capacity as agent for Lenders (as defined below) (together with its successors and assigns in such capacity, “Agent”), the financial institutions who are or hereafter become parties to this Agreement as lenders (together with GECC, collectively the “Lenders”, and each individually, a “Lender”), BG MEDICINE, INC., a Delaware corporation (“Borrower”), and the other entities or persons, if any, who are or hereafter become parties to this Agreement as guarantors (each a “Guarantor” and collectively, the “Guarantors”, and together with Borrower, each a “Loan Party” and collectively, “Loan Parties”).
LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • August 31st, 2010 • BG Medicine, Inc. • Services-medical laboratories • North Carolina
This License and Supply Agreement (“Agreement”) is effective as of the 13th day of May, 2010 (the “Effective Date”), between BG Medicine, Inc., a Delaware corporation with offices located at 610N Lincoln Street, Waltham, MA 02451 (“BGM”), and Laboratory Corporation of America Holdings, a Delaware corporation with offices located at 531 South Spring Street, Burlington, NC 27215 (“LabCorp”).
Re: Employment AgreementEmployment Agreement • March 30th, 2012 • BG Medicine, Inc. • Services-medical laboratories • Massachusetts
On behalf of BG Medicine, Inc. (the “Company”), and the entire Board of Directors of the Company (the “Board”), I am delighted to make this conditional offer of employment with the Company. This offer letter agreement (the “Agreement”) describes the terms and conditions of your employment, subject to the condition described in Section 1 below.
PUBLIC HEALTH SERVICE COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENTCooperative Research and Development Agreement • October 5th, 2007 • BG Medicine, Inc. • Services-medical laboratories • District of Columbia
This Agreement is based on the model Cooperative Research and Development Agreement (“CRADA”) adopted by the U.S. Public Health Service (“PHS”) Technology Transfer Policy Board for use by components of the National Institutes of Health (“NIH”), the Centers for Disease Control and Prevention (“CDC”), and the Food and Drug Administration (“FDA”), which are agencies of the PHS within the Department of Health and Human Services (“HHS”).
PARTICIPATION AGREEMENTParticipation Agreement • August 24th, 2007 • BG Medicine, Inc. • Services-medical laboratories • New York
This Participation Agreement (this “Agreement”) is entered into as of the 24th day of November, 2006 (the “Effective Date”) by and between BG Medicine, Inc., a corporation having offices at 610 N. Lincoln Street, Waltham, Massachusetts 02451 (“BGM”) and AstraZeneca AB., having offices in Södertälje SE-151 85, Sweden (“Participant”; each of Participant and BGM are sometimes referred to individually as a “Party” and collectively as the “Parties”).
SUPPLY AGREEMENTSupply Agreement • October 4th, 2011 • BG Medicine, Inc. • Services-medical laboratories • New York
This Supply Agreement (“Agreement”) is effective as of the 15th day of March, 2011 (the “Effective Date”), between BG Medicine, Inc., a Delaware corporation with offices at 610N Lincoln Street, Waltham, MA 02451 (“BGM”), and Health Diagnostic Laboratory, Inc., a Virginia corporation with offices at 737 N. 5th Street, Suite 103, Richmond, VA 23219 (“HDL”).
