UNDERWRITING AGREEMENT IGNYTA, INC. 10,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • October 20th, 2017 • Ignyta, Inc. • Pharmaceutical preparations • New York
Ignyta, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 10,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,500,000 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”.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • June 13th, 2014 • Ignyta, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ] [ ], 20[ ], by and among Ignyta, Inc. (the “Company”) and [ ] (the “Indemnitee”).
IGNYTA, INC. SHARES OF COMMON STOCK (PAR VALUE $0.0001 PER SHARE) CONTROLLED EQUITY OFFERINGSM SALES AGREEMENTSales Agreement • December 23rd, 2015 • Ignyta, Inc. • Pharmaceutical preparations • New York
IGNYTA, INC., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with CANTOR FITZGERALD & CO. (the “Agent”), as follows:
ContractWarrant Agreement • November 1st, 2013 • Infinity Oil & Gas Co • Drilling oil & gas wells • 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 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 FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 1st, 2014 • Ignyta, Inc. • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 30, 2014 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and IGNYTA, 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:
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 1st, 2013 • Infinity Oil & Gas Co • Drilling oil & gas wells • Nevada
THIS AGREEMENT (this “Agreement”) is entered into, effective as of , , by and between Ignyta, Inc., a Nevada corporation (the “Company”), and [insert name of director or officer] (“Indemnitee”).
LEASE by and between BMR-AXIOM LP, a Delaware limited partnership and IGNYTA, INC., a Delaware corporationLease • October 21st, 2015 • Ignyta, Inc. • Pharmaceutical preparations
THIS LEASE (this “Lease”) is entered into as of this 16th day of October, 2015 (the “Execution Date”), by and between BMR-AXIOM LP, a Delaware limited partnership (“Landlord”), and IGNYTA, INC., a Delaware corporation (“Tenant”).
ContractWarrant Agreement • July 1st, 2016 • Ignyta, Inc. • Pharmaceutical preparations • 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 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 FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ContractWarrant Agreement • September 30th, 2015 • Ignyta, Inc. • Pharmaceutical preparations • 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 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 FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ContractWarrant Agreement • July 1st, 2016 • Ignyta, Inc. • Pharmaceutical preparations • 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 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.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 1st, 2016 • Ignyta, Inc. • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of June 30, 2016 (the “Effective Date”) by and among SILICON VALLEY BANK, a California corporation (“Bank” or “SVB”), 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 SVB in its capacity as a Lender and OXFORD FINANCE LLC, a Delaware limited liability company (“Oxford”) (each a “Lender” and collectively, the “Lenders”), and IGNYTA, INC., a Delaware corporation (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
COLLABORATION AGREEMENTCollaboration Agreement • May 11th, 2015 • Ignyta, Inc. • Pharmaceutical preparations • Delaware
This COLLABORATION AGREEMENT (the “Agreement”), effective as of November 3, 2006 (the “Effective Date”), is made by and between Ambit Biosciences Corporation a Delaware corporation, having a principal place of business at 4215 Sorrento Valley Boulevard, San Diego, CA 92121 (“Ambit”), and Cephalon, Inc., a Delaware corporation, having a principal place of business at 41 Moores Road, Frazer, PA 19355 (“Cephalon”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • December 22nd, 2017 • Ignyta, Inc. • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of December 21, 2017, is by and among Roche Holdings, Inc., a Delaware corporation (“Parent”), Abingdon Acquisition Corp., a Delaware corporation (“Purchaser”) and an indirect wholly owned subsidiary of Parent, and each of the Persons set forth on Schedule A hereto (each, a “Stockholder”).
AGREEMENT AND PLAN OF MERGER AMONG ROCHE HOLDINGS, INC., ABINGDON ACQUISITION CORP. and IGNYTA, INC. Dated as of December 21, 2017Merger Agreement • December 22nd, 2017 • Ignyta, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made and entered into as of December 21, 2017, among Roche Holdings, Inc, a Delaware corporation (“Parent”), Abingdon Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Purchaser”), and Ignyta, Inc., a Delaware corporation (the “Company”).
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. AMENDED AND RESTATED LICENSE,...License, Development and Commercialization Agreement • May 1st, 2017 • Ignyta, Inc. • Pharmaceutical preparations • New York
This Amended and Restated License, Development and Commercialization Agreement (this “Agreement”), dated as of March 22, 2017 (the “Effective Date”), is made by and between Eli Lilly and Company, an Indiana corporation (“Lilly”), and Ignyta, Inc., a Delaware corporation (“Licensee”). Lilly and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
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. LICENSE AGREEMENTLicense Agreement • January 30th, 2015 • Ignyta, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (this “Agreement”) dated as of August 4, 2014 (the “Effective Date”) is between NERVIANO MEDICAL SCIENCES S.r.l., an Italian corporation (“Nerviano”), having a place of business at viale Pasteur, 10, 20014 Nerviano, Italy, and IGNYTA, INC., a Delaware corporation (“Ignyta”), having a place of business at 11095 Flintkote Avenue, Suite D, San Diego, CA 92121, U.S.A. A “Party” shall mean either of Nerviano and Ignyta and “Parties” shall mean both Nerviano and Ignyta.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2015 • Ignyta, Inc. • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 6, 2015, by and between Ignyta, Inc., a Delaware corporation (the “Company”), and Eli Lilly and Company, an Indiana corporation (the “Stockholder”). Each of the Company and the Stockholder may be referred to in this Agreement as a “Party,” and, collectively, as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings assigned such terms in Section 10 of this Agreement.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • November 1st, 2013 • Infinity Oil & Gas Co • Drilling oil & gas wells • Delaware
The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • October 30th, 2013 • Infinity Oil & Gas Co • Drilling oil & gas wells • Nevada
This ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is dated as of October 25, 2013 (the “Effective Date”), by and between Infinity Oil & Gas Company, a Nevada corporation (the “Assignor” or “IGAS”), Alliance Partners International, Inc., a Nevada corporation (“Assignee”), and Betty Sytner, an individual (the “Guarantor”). Each of the Assignor and the Assignee shall be referred to herein as a “Party” and collectively as the “Parties.”
RESTRICTED STOCK UNIT CANCELLATION AGREEMENTRestricted Stock Unit Cancellation Agreement • January 10th, 2018 • Ignyta, Inc. • Pharmaceutical preparations • California
This RESTRICTED STOCK UNIT CANCELLATION AGREEMENT (this “Agreement”) is made this 5th day of January, 2018 (the “Effective Date”), between Ignyta, Inc., a Delaware corporation (the “Company”), and Jonathan E. Lim, M.D. (the “Holder”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 9th, 2015 • Ignyta, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT to Second Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of June 5, 2015, by and between Silicon Valley Bank (“Bank”) and Ignyta, Inc., a Delaware corporation (“Borrower”).
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. AMENDMENT NO 2. TO LICENSE...License Agreement • February 18th, 2015 • Ignyta, Inc. • Pharmaceutical preparations
This Amendment No. 2 to License Agreement (“Amendment”) is made as of December 12, 2014 (the “Effective Date”) and amends certain portions the License Agreement (the “Agreement”), dated as of October 10, 2013, as amended on October 25, 2013, by and between Ignyta, Inc. (“Ignyta”) and Nerviano Medical Sciences S.r.l. (“Nerviano”).
Ignyta, Inc.Merger Agreement • January 10th, 2018 • Ignyta, Inc. • Pharmaceutical preparations
We are pleased to inform you that, on December 21, 2017, Ignyta, Inc. (“Ignyta”) entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Roche Holdings, Inc. (“Parent”) and Abingdon Acquisition Corp., a wholly owned subsidiary of Parent (“Purchaser”). In accordance with the Merger Agreement, Purchaser has commenced on January 10, 2018, a tender offer (the “Offer”) to purchase all of the issued and outstanding shares of our common stock, par value $0.0001 per share (the “Shares”), at a price per Share of $27.00, net to the holder thereof in cash, without interest (the “Offer Price”) and subject to any withholding of taxes required by applicable law.
SUBSCRIPTION AGREEMENTSubscription Agreement • September 13th, 2012 • Infinity Oil & Gas Co
THIRD AMENDMENT TO LEASELease • April 23rd, 2014 • Ignyta, Inc. • Pharmaceutical preparations
THIS ACKNOWLEDGEMENT OF 11111 PREMISES COMMENCEMENT DATE AND 11111 PREMISES EXPIRATION DATE is entered into as of [ ], 20[ ], with reference to that certain Third Amendment to Lease (the “Amendment”) dated as of April 18, 2014, by IGNYTA OPERATING, INC., a Delaware corporation (“Tenant”), in favor of BMR-COAST 9 LP, a Delaware limited partnership (“Landlord”). All capitalized terms used herein without definition shall have the meanings ascribed to them in the Amendment.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 7th, 2013 • Ignyta, Inc. • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of November 1, 2013, by and among Ignyta, Inc., a Nevada corporation (the “Company”) (f.k.a. Infinity Oil & Gas Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
FIFTH AMENDMENT TO LEASELease • October 21st, 2015 • Ignyta, Inc. • Pharmaceutical preparations
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 3rd, 2013 • Ignyta, Inc. • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of November 27, 2013, by and among Ignyta, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
STOCK PURCHASE AGREEMENT By and Between IGNYTA, INC. and ELI LILLY AND COMPANY Dated as of November 6, 2015Stock Purchase Agreement • December 23rd, 2015 • Ignyta, Inc. • Pharmaceutical preparations • Delaware
This Stock Purchase Agreement (this “Agreement”) is dated as of November 6, 2015, by and between Ignyta, Inc., a Delaware corporation (the “Company”), and Eli Lilly and Company, an Indiana corporation (the “Purchaser”).
IGNYTA, INC. RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 11th, 2015 • Ignyta, Inc. • Pharmaceutical preparations • Delaware
Ignyta, Inc., a Delaware corporation (the “Company”), pursuant to its 2014 Incentive Award Plan (the “Plan”), hereby grants to the holder listed below (“Holder”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”) with respect to the number of shares of the Company’s Common Stock (the “Shares”) set forth below. This award for Restricted Stock Units (this “Award”) is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Restricted Stock Unit Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Unit Agreement.
AGREEMENT AND PLAN OF REORGANIZATION by and between IGNYTA, INC. and ACTAGENE ONCOLOGY, INC. Dated as of May 7, 2013Merger Agreement • November 1st, 2013 • Infinity Oil & Gas Co • Drilling oil & gas wells • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is dated as of May 7, 2013 (the “Effective Date”), between IGNYTA, INC., a Delaware corporation (“Ignyta”), and ACTAGENE ONCOLOGY, INC., a Delaware corporation (“Actagene”). Each of Actagene and Ignyta is a “Party” and together, the “Parties.”
AGREEMENTExecutive Agreement • December 28th, 2017 • Ignyta, Inc. • Pharmaceutical preparations • California
This AGREEMENT (the “Agreement”), dated as of December 21, 2017, is made and entered into by and between Ignyta, Inc., a Delaware corporation (the “Company”), and Jonathan E. Lim, M.D. (the “Executive”).
AGREEMENTReimbursement Agreement • October 17th, 2012 • Infinity Oil & Gas Co • Drilling oil & gas wells
IN CONSIDERATION OF Betty Sytner advancing funds necessary for our operations, Infinity Oil and Gas Company agrees to reimburse Ms. Sytner for said advances from the proceeds of the Company's public offering up to $20,000.00. In the event advances exceed the sum of $20,000.00, Betty Sytner agrees to that moneys advanced in excess of $20,000.00 will only be repaid from revenues from operations.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 7th, 2013 • Ignyta, Inc. • Pharmaceutical preparations
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 6, 2013, by and among Ignyta, Inc., a Nevada corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
Ignyta, Inc. 11111 Flintkote Avenue San Diego, California 92121 Gentlemen:Subscription Agreement • March 17th, 2015 • Ignyta, Inc. • Pharmaceutical preparations • New York
The undersigned (the “Investor”) hereby confirms its agreement with Ignyta, Inc., a Delaware corporation (the “Company”), as follows:
