INDEMNITY AGREEMENTIndemnity Agreement • January 19th, 2021 • Decipher Biosciences, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 20 , is made by and between DECIPHER BIOSCIENCES, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
DECIPHER BIOSCIENCES, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • January 19th, 2021 • Decipher Biosciences, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of May 15, 2020 (the “Effective Date”), by and among DECIPHER BIOSCIENCES, INC., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A attached hereto (each, an “Investor,” and collectively, the “Investors”).
TERM LOAN AGREEMENT dated as of September 23, 2015 between GENOMEDX BIOSCIENCES INC. as Borrower, The SUBSIDIARY GUARANTORS from Time to Time Party Hereto, CRG PARTNERS III L.P., CRG PARTNERS III – PARALLEL FUND “A” L.P. and CRG PARTNERS III (CAYMAN)...Agreement • January 19th, 2021 • Decipher Biosciences, Inc. • Surgical & medical instruments & apparatus • New York
TERM LOAN AGREEMENT (this “Agreement”), dated as of September 23, 2015 (the “Closing Date”), among GENOMEDX BIOSCIENCES INC., a company incorporated in British Columbia, Canada (“Borrower”), the SUBSIDIARY GUARANTORS from time to time party hereto, the Lenders from time to time party hereto and CRG PARTNERS III L.P. as administrative and collateral agent for the Lenders hereunder (in such capacity, the “Agent”).
SUPPLY AGREEMENTSupply Agreement • January 19th, 2021 • Decipher Biosciences, Inc. • Surgical & medical instruments & apparatus • California
This SUPPLY AGREEMENT (this “Agreement”), dated as of June 7, 2019 (the “Effective Date”), is made by and between Affymetrix, Inc., a Delaware corporation that is part of Thermo Fisher Scientific Inc., having its principal office at 3450 Central Expressway, Santa Clara, California 95051 (“Affymetrix”), and Decipher Biosciences, Inc., a Delaware corporation with offices at 10355 Science Center Drive, Suite 240, San Diego, CA 92121 (referred to generally as “Partner,” and also as “Buyer” in Schedule B). Affymetrix and Partner are each referred to individually as a “Party,” and together as the “Parties.”
LICENSE AGREEMENT University of Michigan File 4774 and 5424License Agreement • January 19th, 2021 • Decipher Biosciences, Inc. • Surgical & medical instruments & apparatus • New York
This License Agreement (“Agreement”) is effective as of 22 January, 2013 (the “Effective Date”), between GenomeDx Biosciences, Inc. (“LICENSEE”) having the address in Article 13 below, and the Regents of the University of Michigan, a constitutional corporation of the state of Michigan (“MICHIGAN”). LICENSEE and MICHIGAN agree as follows:
ContractDecipher Biosciences, Inc. • January 19th, 2021 • Surgical & medical instruments & apparatus • British Columbia
THIS WARRANT AND THE CLASS A COMMON 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.
ContractAdoption Agreement • January 19th, 2021 • Decipher Biosciences, Inc. • Surgical & medical instruments & apparatus • New York
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR THE SECURITIES LAWS OF ANY STATE, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW OR, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND MAY BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE UNITED STATES ONLY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE ACT AND, IF REQUESTED, BY GENOMEDX BIOSCIENCES INC. (THE “COMPANY”), UPON DELIVERY OF AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT.
PATENT AND KNOW-HOW LICENSE AGREEMENTPatent and Know-How License Agreement • January 19th, 2021 • Decipher Biosciences, Inc. • Surgical & medical instruments & apparatus • New York
This Patent and Know-How License Agreement (“Agreement”) is entered into as of February 1, 2013 (“Effective Date”) by and between Mayo Foundation for Medical Education and Research, a Minnesota charitable corporation, located at 200 First Street SW, Rochester, Minnesota 55905-0001 (“Mayo”), and GenomeDx Biosciences, Inc., a corporation having its principal place of business at 311 Water Street, 4th Floor, Vancouver, B.C., Canada, V6B 1B8 (“Company”).
LICENSE AGREEMENT Between: THE UNIVERSITY OF BRITISH COLUMBIA and GENOMEDX BIOSCIENCES INC. SchedulesLicense Agreement • January 19th, 2021 • Decipher Biosciences, Inc. • Surgical & medical instruments & apparatus • British Columbia
THE UNIVERSITY OF BRITISH COLUMBIA, a corporation continued under the University Act of British Columbia with offices at #103-6190 Agronomy Road, Vancouver, British-Columbia, V6T 1Z3
SORRENTO HIGHLANDS LEASESorrento Highlands • January 19th, 2021 • Decipher Biosciences, Inc. • Surgical & medical instruments & apparatus • California
This Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between HCP LIFE SCIENCE REIT, INC., a Maryland corporation (“Landlord”), and DECIPHER BIOSCIENCES, INC. , a Delaware corporation (“Tenant”).
