TALIS BIOMEDICAL CORPORATION [●] Shares of Common Stock Underwriting AgreementTalis Biomedical Corp • February 8th, 2021 • Laboratory analytical instruments • New York
Talis Biomedical Corporation, 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 [●] shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [●] 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”.
INDEMNITY AGREEMENTIndemnity Agreement • January 22nd, 2021 • Talis Biomedical Corp • Laboratory analytical instruments • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 20 , is made by and between TALIS BIOMEDICAL CORPORATION, a Delaware corporation (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 30th, 2021 • Talis Biomedical Corp • Laboratory analytical instruments • New York
This Registration Rights Agreement (this “Agreement”) is made as of March 26, 2021 by and between Talis Biomedical Corporation, a Delaware corporation (the “Company”), and the persons listed on the attached Schedule A who are signatories to this Agreement (collectively, the “Investors”). Unless otherwise defined herein, capitalized terms used in this Agreement have the respective meanings ascribed to them in Section 1.
TALIS BIOMEDICAL CORPORATION AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 22nd, 2021 • Talis Biomedical Corp • Laboratory analytical instruments • Delaware
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 30th day of October, 2020, by and among TALIS BIOMEDICAL CORPORATION, a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
LEASE AGREEMENT By and Between WESTPORT OFFICE PARK, LLC, a Delaware limited liability company (“Landlord”) and TALIS BIOMEDICAL CORPORATION, a Delaware corporation (“Tenant”) January 20, 2021Lease Agreement • February 8th, 2021 • Talis Biomedical Corp • Laboratory analytical instruments • California
THIS LEASE AGREEMENT, (this “Lease”) is made and entered into as of January 20, 2021 by and between WESTPORT OFFICE PARK, LLC, a Delaware limited liability company (“Landlord”), and Tenant identified in the Basic Lease Information below.
CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUBLEASETalis Biomedical Corp • March 22nd, 2023 • Laboratory analytical instruments
This Sublease (“Sublease”), dated March 16, 2023 ( “Execution Date”), is entered into by and between Kriya Therapeutics, Inc., a Delaware corporation (“Sublandlord”), and Talis Biomedical Corporation, a Delaware corporation (“Subtenant”).
LEASELease Agreement • January 22nd, 2021 • Talis Biomedical Corp • Laboratory analytical instruments • California
THIS LEASE is made this 14th day of December, 2015 (the “Effective Date”), between DAVID D. BOHANNON ORGANIZATION, a California corporation, herein referred to as “Landlord,” and SLIPCHIP CORPORATION, a Delaware corporation, herein referred to as “Tenant”.
SUPPLY AGREEMENTSupply Agreement • January 22nd, 2021 • Talis Biomedical Corp • Laboratory analytical instruments • Illinois
INDEMNITY AGREEMENTIndemnity Agreement • August 6th, 2024 • Talis Biomedical Corp • Laboratory analytical instruments • Delaware
This Indemnity Agreement (this “Agreement”) dated as of August 01, 2024 is made by and between Talis Biomedical Corporation, a Delaware corporation (the “Company”), and John T. Young, Jr. (“Indemnitee”).
John T. Young, Jr. [Address redacted] Dear Mr. Young:Director Services Agreement • August 6th, 2024 • Talis Biomedical Corp • Laboratory analytical instruments • Delaware
This Director Services Agreement (the “Agreement”) sets out the terms upon which you, John T. Young, Jr. (“Director” or “you”), have agreed to act as an independent director on the board of directors (the “Board”) of Talis Biomedical Corporation, a Delaware corporation (the “Company”), with effect from the date that the Company’s Board of Directors appoints you to the Board (the “Effective Date”).
Amendment to Waiver of Registration RightsWaiver of Registration Rights • May 3rd, 2024 • Talis Biomedical Corp • Laboratory analytical instruments
This Amendment to Waiver of Registration Rights (this “Amendment”) is entered into as of the date set forth on the signature page hereto between Talis Biomedical Corporation, a Delaware corporation (the “Company”), and the undersigned holders of shares of capital stock of the Company (the “Stockholders”). Capitalized terms used but not defined herein have the meanings ascribed to them in that certain Waiver of Registration Rights between the parties dated March 25, 2024 (the “Waiver”).
CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. TERMINATON...Terminaton and Release Agreement • March 22nd, 2023 • Talis Biomedical Corp • Laboratory analytical instruments • Illinois
THIS TERMINATION AND RELEASE AGREEMENT (the “Agreement”) is made effective as of March 21, 2023 (the “Effective Date”) between Talis Biomedical Corporation (“Talis”) and thinXXS Microtechnology GmbH (“thX”). Talis and thX may hereafter be referred to collectively as the “Parties” or each individually, a “Party.”
April 10, 2024 Retention Agreement #2 Rebecca Markovich [Address redacted] [...]@gmail.com Dear Rebecca,Talis Biomedical Corp • May 8th, 2024 • Laboratory analytical instruments
We appreciate and value your contributions to Talis Bio. In an effort to incentivize you to maintain your at-will employment with us, we are pleased to offer you a one-time lump-sum retention bonus of $89,250.00 (gross), subject to the terms and conditions below. This retention bonus is designed to reward continued great performance, professional attitude, ongoing collaboration and teamwork, as well as your continued contributions to Talis Biomedical.
ContractTalis Biomedical Corp • December 9th, 2021 • Laboratory analytical instruments
It is with great enthusiasm that Talis Biomedical Corporation (“Talis” or the “Company”) is providing you an offer for continued employment in the full-time position of Chief Executive Officer, reporting to the Company’s Board of Directors (the “Board”), under the terms of this offer letter agreement (the “Agreement”), and effective as of the date you have signed and returned this Agreement to the Company (the “Effective Date”). In addition, you will be appointed to the Board effective as of the Effective Date.
CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Exhibit A-1Purchase Agreement • March 15th, 2022 • Talis Biomedical Corp • Laboratory analytical instruments • Illinois
This Exhibit A-1 Replaces Exhibit A to the Supply Agreement dated May 22, 2020 between Thinxxs Microtechnology AG And TALIS BIOMEDICAL CORPORATION (“Talis”)
NOMINATING AGREEMENTNominating Agreement • January 22nd, 2021 • Talis Biomedical Corp • Laboratory analytical instruments • Delaware
THIS NOMINATING AGREEMENT (this “Agreement”), dated as of November 1, 2019, by and among Talis Biomedical Corporation, a Delaware corporation (the “Company”), Baker Brothers Life Sciences, L.P. (“BBLS”) and 667, L.P. (together with BBLS, the “Investor”).
CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. CONSENT TO...Talis Biomedical Corp • March 22nd, 2023 • Laboratory analytical instruments
This Consent to Sublease (the "Consent") is entered into as of March 16, 2023 (“Effective Date”), by and among WESTPORT OFFICE PARK, LLC, a Delaware limited liability company (formerly a California limited liability company) ("Landlord"), KRIYA THERAPEUTICS, INC., a Delaware corporation ("Tenant"), and TALIS BIOMEDICAL CORPORATION, a Delaware corporation ("Subtenant"), with respect to the following facts and circumstances:
LEASE TERMINATION AGREEMENTLease Termination Agreement • September 17th, 2024 • Talis Biomedical Corp • Laboratory analytical instruments
THIS LEASE TERMINATION AGREEMENT (this "Agreement") is entered into as of September 16, 2024 by and between FULTON OGDEN VENTURE, LLC, a Delaware limited liability company ("Landlord"), and TALIS BIOMEDICAL CORPORATION, a Delaware corporation ("Tenant").
WAIVER OF REGISTRATION RIGHTSWaiver of Registration Rights • March 28th, 2024 • Talis Biomedical Corp • Laboratory analytical instruments
This Waiver of Registration Rights is entered into as of March 25, 2024 by and between Talis Biomedical Corporation, a Delaware corporation (the “Company”), and the undersigned holders of shares of capital stock of the Company (the “Stockholders”). Capitalized terms used herein and not defined shall have the meaning ascribed to them in that certain Registration Rights Agreement dated March 26, 2021 by and among the Company and the Stockholders (the “Registration Rights Agreement”).
CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LEASE...Lease Termination Agreement • March 22nd, 2023 • Talis Biomedical Corp • Laboratory analytical instruments
This Lease Termination Agreement (the “Agreement”) dated as of March 16, 2023 (“Effective Date”), is executed by and between WESTPORT OFFICE PARK, LLC, a Delaware limited liability company, (“Landlord”), and TALIS BIOMEDICAL CORPORATION, a Delaware corporation, (“Tenant”), with respect to the following facts and circumstances:
Amendment No. 3 to Waiver of Registration RightsTalis Biomedical Corp • June 25th, 2024 • Laboratory analytical instruments
This Amendment No. 3 to Waiver of Registration Rights (this “Amendment”) is entered into as of the date set forth on the signature page hereto between Talis Biomedical Corporation, a Delaware corporation (the “Company”), and the undersigned holders of shares of capital stock of the Company (the “Stockholders”).
Amendment No. 2 to Waiver of Registration RightsWaiver of Registration Rights • June 3rd, 2024 • Talis Biomedical Corp • Laboratory analytical instruments
This Amendment No. 2 to Waiver of Registration Rights (this “Amendment”) is entered into as of the date set forth on the signature page hereto between Talis Biomedical Corporation, a Delaware corporation (the “Company”), and the undersigned holders of shares of capital stock of the Company (the “Stockholders”).
April 10, 2024 Retention Agreement #2 Rebecca Markovich [Address redacted] [...]@gmail.com Dear Rebecca,Talis Biomedical Corp • August 19th, 2024 • Laboratory analytical instruments
We appreciate and value your contributions to Talis Bio. In an effort to incentivize you to maintain your at-will employment with us, we are pleased to offer you a one-time lump-sum retention bonus of $89,250.00 (gross), subject to the terms and conditions below. This retention bonus is designed to reward continued great performance, professional attitude, ongoing collaboration and teamwork, as well as your continued contributions to Talis Biomedical.
LEASE 3565 Haven Avenue Menlo Park, California Basic Lease InformationLease • May 13th, 2021 • Talis Biomedical Corp • Laboratory analytical instruments
THIS LEASE is made as of the date specified in the Basic Lease Information by and between the landlord specified in the Basic Lease Information ("Landlord"), and the tenant specified in the Basic Lease Information ("Tenant").
LEASE LANDLORD: FULTON OGDEN VENTURE, LLC, A Delaware limited liability company TENANT: TALIS BIOMEDICAL CORPORATION, a Delaware corporation Regarding the Premises Located at: Suite 700 West End on Fulton 1375 West Fulton Market Chicago, IllinoisLease • February 8th, 2021 • Talis Biomedical Corp • Laboratory analytical instruments • Illinois
Re: Lease (the “Lease”) dated __________________, made by and between FULTON OGDEN VENTURE, LLC, a Delaware limited liability company (“Landlord”), and TALIS BIOMEDICAL CORPORATION., a ___________________ corporation (“Tenant”) for the premises located at Suite 700, 1375 West Fulton Market, Chicago, Illinois (“Premises”)
CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. ATTACHMENT 1...License Agreement • March 22nd, 2023 • Talis Biomedical Corp • Laboratory analytical instruments • Illinois
This License Agreement (“License Agreement”) is entered into as of March 22, 2023 (the “Effective Date”), by and between thinXXS Microtechnology GmbH, a German corporation (“thX”); and Talis Biomedical Corporation, a Delaware corporation (“Talis”). thX and Talis are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
