Shares GRAIL, INC. COMMON STOCK, $0.001 PAR VALUE PER SHARE UNDERWRITING AGREEMENTGrail, Inc. • September 17th, 2020 • Services-medical laboratories • New York
c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 c/o Cowen and Company, LLC 599 Lexington Avenue, 25th Floor New York, New York 10022 c/o Evercore Group L.L.C. 55 East 52nd Street New York, New York 10055
Certain information (indicated by asterisks) has been omitted from this document because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed. DATED 7th April 2016 and LICENCE AGREEMENTLicence Agreement • September 9th, 2020 • Grail, Inc. • Services-medical laboratories • Hong Kong
(1)The Chinese University of Hong Kong, a university established by legislation in the Hong Kong Special Administrative Region (“Hong Kong SAR”) located in Shatin, New Territories, Hong Kong SAR acting in its capacity as the owner of the Invention as defined herein (“University”); and
Certain information has been excluded from this agreement (indicated by “[***]”) because such information is both (a) not material and (b) is the type that the registrant customarily and actually treats as private or confidential. DATED 29 May 2017...Licence Agreement • May 29th, 2024 • Grail, LLC • Services-medical laboratories • Hong Kong
FIRST AMENDMENT TO LEASELease • September 9th, 2020 • Grail, Inc. • Services-medical laboratories
THE FIRST AMENDMENT TO LEASE (this "Amendment") is dated as of June 8, 2017 and is among MENLO PREHC I, LLC, a Delaware limited liability company, MENLO PREPI I, LLC, a Delaware limited liability company, and TPI INVESTORS 9, LLC, a California limited liability company (collectively, "Lessor"), and GRAIL, INC., a Delaware corporation ("Lessee"), with respect to the following recitals:
TAX MATTERS AGREEMENT BY AND BETWEEN ILLUMINA, INC. AND GRAIL, LLC (to be converted into GRAIL, INC.) DATED AS OF June 21, 2024Tax Matters Agreement • June 24th, 2024 • GRAIL, Inc. • Services-medical laboratories • Delaware
This Tax Matters Agreement (this “Agreement”) is entered into effective as of June 21, 2024, by and between Illumina, Inc., a Delaware corporation (“Illumina”), and GRAIL, LLC, a wholly owned subsidiary of Illumina and a Delaware limited liability company (“GRAIL LLC”), to be converted to a corporation and renamed GRAIL, Inc. prior to the Distribution (“GRAIL”). Illumina and GRAIL are each a “Party” and are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1 of this Agreement.
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • September 9th, 2020 • Grail, Inc. • Services-medical laboratories • California
THIS SEPARATION AND GENERAL RELEASE AGREEMENT (the "Agreement") is entered into as of the first date on the signature page hereto by and between GRAIL, Inc., a Delaware corporation (the "Company"), and Jennifer Cook ("you") (together, the "Parties").
ContractStockholder and Registration Rights Agreement • June 24th, 2024 • GRAIL, Inc. • Services-medical laboratories • Delaware
STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 21, 2024, between Illumina, Inc., a Delaware corporation (“Illumina”), and GRAIL, LLC, a Delaware limited liability company (“GRAIL LLC”), to be converted to a corporation and renamed GRAIL, Inc. (the “Company”).
EMPLOYEE MATTERS AGREEMENT by and between ILLUMINA, INC. and GRAIL, LLC (to be converted into GRAIL, INC.) Dated as of June 21, 2024Employee Matters Agreement • June 24th, 2024 • GRAIL, Inc. • Services-medical laboratories • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), is entered into as of June 21, 2024, by and between Illumina, Inc., a Delaware corporation (“Illumina”), and GRAIL, LLC, a wholly owned subsidiary of Illumina and a Delaware limited liability company (“GRAIL LLC”), to be converted to a corporation and renamed GRAIL, Inc. prior to the Distribution (“GRAIL”). Illumina and GRAIL are each a “Party” and are sometimes referred to herein collectively as the “Parties”.
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN ILLUMINA, INC. AND GRAIL, LLC (to be converted into GRAIL, INC.) DATED AS OF June 21, 2024Separation and Distribution Agreement • June 24th, 2024 • GRAIL, Inc. • Services-medical laboratories • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT is entered into as of June 21, 2024 (this “Agreement”), by and between Illumina, Inc., a Delaware corporation (“Illumina”), and GRAIL, LLC, a wholly owned subsidiary of Illumina and a Delaware limited liability company (“GRAIL LLC”), to be converted to a corporation and renamed GRAIL, Inc. prior to the Distribution Date (“GRAIL”). Illumina and GRAIL are each a “Party” and are sometimes referred to herein collectively as the “Parties”. References to GRAIL shall be deemed to include, for all periods prior to the GRAIL Conversion, GRAIL LLC. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 6th, 2024 • Grail, LLC • Services-medical laboratories
This AMENDMENT, dated as of February 4, 2021 (this “Amendment”) to the Agreement and Plan of Merger (the “Agreement”), dated as of September 20, 2020, among Illumina, Inc., a Delaware corporation (“Parent”), SDG Ops, Inc., a Delaware corporation and direct, wholly owned subsidiary of Parent (“First Merger Sub”), SDG Ops, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Parent (“Second Merger Sub”) and GRAIL, Inc., a Delaware corporation (the “Company”, and together with Parent, First Merger Sub and Second Merger Sub, the “Parties”).
Certain information has been excluded from this agreement (indicated by “[***]”) because such information is both (a) not material and (b) is the type that the registrant customarily and actually treats as private or confidential. FOURTH AMENDMENT TO...Supply and Commercialization Agreement • June 24th, 2024 • GRAIL, Inc. • Services-medical laboratories
This Fourth Amendment to the Amended and Restated Supply and Commercialization Agreement (this “Fourth Amendment”) is entered into between Illumina, Inc., a Delaware corporation having a place of business at 5200 Illumina Way, San Diego, CA 92122 (“Illumina”), and GRAIL, LLC, a Delaware limited liability company (successor in interest to GRAIL, Inc.), having a place of business at 1525 O’Brien Drive, Menlo Park, CA 94025 (“GRAIL”), effective as of June 21, 2024, (“Fourth Amendment Effective Date”). The Parties previously entered into that certain Amended and Restated Supply and Commercialization Agreement effective as of February 28, 2017 (the “Original A&R Agreement”), as amended by the First Amendment to Amended and Restated Supply and Commercialization Agreement effective as of September 27, 2017 (the “First Amendment”), the Second Amendment to Amended and Restated Supply and Commercialization Agreement effective as of August 18, 2021 (the “Second Amendment”) and the Third Amendment
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 9th, 2020 • Grail, Inc. • Services-medical laboratories • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 27th day of November, 2019, by and among GRAIL, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 7.9 hereof, and amends and restates, in its entirety, the Amended and Restated Investors’ Rights Agreement (the “Prior Agreement”), dated as of May 16, 2018, by and among the Company and certain of the Investors.
STOCK PURCHASE AGREEMENT by and among GRAIL, INC., a Delaware corporation, CIRINA LIMITED, a company established under the laws of the Hong Kong Special Administrative Region, THE COMPANY STOCKHOLDERS and SHAREHOLDER REPRESENTATIVE SERVICES LLC, as...Stock Purchase Agreement • September 9th, 2020 • Grail, Inc. • Services-medical laboratories • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 30, 2017 (the “Agreement Date”), by and among GRAIL, Inc., a Delaware corporation (“Purchaser”), Cirina Limited, a company established under the laws of the Hong Kong Special Administrative Region (the “Company”), the Company Stockholders listed on Exhibit A hereto (the “Initial Selling Stockholders”)) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the Company Securityholders hereunder (the “Equityholders’ Representative”). Certain other capitalized terms used herein are defined in Exhibit B. The Company was founded by Yuk Ming Dennis Lo, Wai Kwun Rossa Chiu and Kwan Chee Chan with the long-term vision to reduce mortality in cancer through cutting-edge research and development into cancer screening, monitoring and prognostication, and thus the original intention in the establishment of Cirina Limited follows the same lon
and LICENCE AGREEMENTLicence Agreement • September 9th, 2020 • Grail, Inc. • Services-medical laboratories • Hong Kong
STOCK OPTION AGREEMENTStock Option Agreement • September 9th, 2020 • Grail, Inc. • Services-medical laboratories • California
This Stock Option Agreement (this “Agreement”) is made and entered into as of the date of grant (the “Date of Grant”) set forth on the Notice of Stock Option Grant attached as the facing page to this Agreement (the “Grant Notice”) by and between GRAIL, Inc., a Delaware corporation (the “Company”), and the optionee named on the Grant Notice (“Optionee”). Capitalized terms not defined in this Agreement shall have the meaning ascribed to them in the Company’s 2016 Equity Incentive Plan, as amended from time to time (the “Plan”), or in the Grant Notice, as applicable.
AGREEMENT AND PLAN OF MERGER among ILLUMINA, INC., SDG OPS, INC., SDG OPS, LLC and GRAIL, INC. Dated as of September 20, 2020Agreement and Plan of Merger • May 6th, 2024 • Grail, LLC • Services-medical laboratories • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of September 20, 2020 (this “Agreement”), among Illumina, Inc., a Delaware corporation (“Parent”), SDG Ops, Inc., a Delaware corporation and direct, wholly owned subsidiary of Parent (“First Merger Sub”), SDG Ops, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Parent (“Second Merger Sub”), and GRAIL, Inc., a Delaware corporation (the “Company”).
LEASE AGREEMENTLease Agreement • September 9th, 2020 • Grail, Inc. • Services-medical laboratories • North Carolina
THIS LEASE AGREEMENT is executed this 4th day of June, 2020, (the “Lease Date”), by and between PP OFFICE OWNER 1, L.P., a Delaware limited partnership (“Landlord”), and GRAIL, INC., a Delaware corporation (“Tenant”).
LEASE AGREEMENTLease Agreement • May 29th, 2024 • Grail, LLC • Services-medical laboratories • North Carolina
THIS LEASE AGREEMENT is executed this 4th day of June, 2020, (the “Lease Date”), by and between PP OFFICE OWNER 1, L.P., a Delaware limited partnership (“Landlord”), and GRAIL, INC., a Delaware corporation (“Tenant”).
Certain information has been excluded from this agreement (indicated by “[***]”) because such information is both (a) not material and (b) is the type that the registrant customarily and actually treats as private or confidential. DATED 7th April 2016...Licence Agreement • May 29th, 2024 • Grail, LLC • Services-medical laboratories • Hong Kong
CONSULTING AGREEMENTConsulting Agreement • September 9th, 2020 • Grail, Inc. • Services-medical laboratories • California
This Consulting Agreement (“Agreement”) is made as of May 10, 2016 (“Effective Date”), by and between Grail, Inc., a Delaware corporation (“Company”), and Richard Klausner (“Consultant”).
CASH-BASED INCENTIVE AWARDGrail, LLC • May 29th, 2024 • Services-medical laboratories • California
Congratulations! GRAIL, LLC (the “Company”) is pleased to award this Cash-Based Incentive Award (the “Award” and this agreement, this “Agreement”) to you, effective as of [DATE] (the “Grant Date”), pursuant to which you will be eligible to earn a dollar-denominated incentive award, subject to vesting over approximately a [one (1)]1 [two (2)]2-year period based on your continued service with the Company (or any successor thereto), or any of its subsidiaries or affiliates as an employee or consultant (“Continued Service”).
TRANSITION AGREEMENTTransition Agreement • September 9th, 2020 • Grail, Inc. • Services-medical laboratories • California
This Transition Agreement (this “Agreement”) is made and entered into as of October 12, 2017, by and between GRAIL, Inc., a Delaware corporation (the “Company”), and Jeffrey T. Huber (“you”).
TRANSITION AGREEMENTTransition Agreement • July 31st, 2020 • Grail, Inc. • Services-medical laboratories • California
This Transition Agreement (this “Agreement”) is made and entered into as of October 12, 2017, by and between GRAIL, Inc., a Delaware corporation (the “Company”), and Jeffrey T. Huber (“you”).
FORM OF SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN ILLUMINA, INC. AND GRAIL, LLC (to be converted into GRAIL, INC.) DATED AS OF [ ]Separation and Distribution Agreement • May 29th, 2024 • Grail, LLC • Services-medical laboratories • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT is entered into as of [ ] (this “Agreement”), by and between Illumina, Inc., a Delaware corporation (“Illumina”), and GRAIL, LLC, a wholly owned subsidiary of Illumina and a Delaware limited liability company (“GRAIL LLC”), to be converted to a corporation and renamed GRAIL, Inc. prior to the Distribution Date (“GRAIL”). Illumina and GRAIL are each a “Party” and are sometimes referred to herein collectively as the “Parties”. References to GRAIL shall be deemed to include, for all periods prior to the GRAIL Conversion, GRAIL LLC. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
FIRST AMENDMENT TO LEASELease • May 29th, 2024 • Grail, LLC • Services-medical laboratories
THE FIRST AMENDMENT TO LEASE (this “Amendment”) is dated as of June 8, 2017 and is among MENLO PREHC I, LLC, a Delaware limited liability company, MENLO PREPI I, LLC, a Delaware limited liability company, and TPI INVESTORS 9, LLC, a California limited liability company (collectively, “Lessor”), and GRAIL, INC., a Delaware corporation (“Lessee”), with respect to the following recitals:
ContractStockholder and Registration Rights Agreement • May 6th, 2024 • Grail, LLC • Services-medical laboratories • Delaware
STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2024, between Illumina, Inc., a Delaware corporation (“Illumina”), and GRAIL, LLC, a Delaware limited liability company (“GRAIL LLC”), to be converted to a corporation and renamed GRAIL, Inc. (the “Company”).
Detect cancer early, when it can be cured.Grail, Inc. • September 9th, 2020 • Services-medical laboratories
As you know, you and GRAIL, Inc. (the “Company”) are parties to an offer letter agreement, dated November 15, 2019 (the “Prior Offer Letter”), which sets forth the terms of your current employment arrangement with the Company.
FORM OF EMPLOYEE MATTERS AGREEMENT by and between ILLUMINA, INC. and GRAIL, LLC (to be converted into GRAIL, INC.) Dated as of [ ], 2024Employee Matters Agreement • May 6th, 2024 • Grail, LLC • Services-medical laboratories • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), is entered into as of [ ], by and between Illumina, Inc., a Delaware corporation (“Illumina”), and GRAIL, LLC, a wholly owned subsidiary of Illumina and a Delaware limited liability company (“GRAIL LLC”), to be converted to a corporation and renamed GRAIL, Inc. prior to the Distribution (“GRAIL”). Illumina and GRAIL are each a “Party” and are sometimes referred to herein collectively as the “Parties”.
Certain information has been excluded from this agreement (indicated by “[***]”) because such information is both (a) not material and (b) is the type that the registrant customarily and actually treats as private or confidential. FOURTH AMENDMENT TO...Supply and Commercialization Agreement • May 6th, 2024 • Grail, LLC • Services-medical laboratories
This Fourth Amendment to the Amended and Restated Supply and Commercialization Agreement (this “Fourth Amendment”) is entered into between Illumina, Inc., a Delaware corporation having a place of business at 5200 Illumina Way, San Diego, CA 92122 (“Illumina”), and GRAIL, LLC, a Delaware limited liability company (successor in interest to GRAIL, Inc.), having a place of business at 1525 O’Brien Drive, Menlo Park, CA 94025 (“GRAIL”), effective as of [ ], 2024, (“Fourth Amendment Effective Date”). The Parties previously entered into that certain Amended and Restated Supply and Commercialization Agreement effective as of February 28, 2017 (the “Original A&R Agreement”), as amended by the First Amendment to Amended and Restated Supply and Commercialization Agreement effective as of September 27, 2017 (the “First Amendment”), the Second Amendment to Amended and Restated Supply and Commercialization Agreement effective as of August 18, 2021 (the “Second Amendment”) and the Third Amendment to
FORM OF TAX MATTERS AGREEMENT BY AND BETWEEN ILLUMINA, INC. AND GRAIL, LLC (to be converted into GRAIL, INC.) DATED AS OF [ ]Tax Matters Agreement • May 6th, 2024 • Grail, LLC • Services-medical laboratories • Delaware
This Tax Matters Agreement (this “Agreement”) is entered into effective as of [ ], by and between Illumina, Inc., a Delaware corporation (“Illumina”), and GRAIL, LLC, a wholly owned subsidiary of Illumina and a Delaware limited liability company (“GRAIL LLC”), to be converted to a corporation and renamed GRAIL, Inc. prior to the Distribution (“GRAIL”). Illumina and GRAIL are each a “Party” and are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1 of this Agreement.
FORM OF SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN ILLUMINA, INC. AND GRAIL, LLC (to be converted into GRAIL, INC.) DATED AS OF [ ]Separation and Distribution Agreement • May 6th, 2024 • Grail, LLC • Services-medical laboratories • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT is entered into as of [ ] (this “Agreement”), by and between Illumina, Inc., a Delaware corporation (“Illumina”), and GRAIL, LLC, a wholly owned subsidiary of Illumina and a Delaware limited liability company (“GRAIL LLC”), to be converted to a corporation and renamed GRAIL, Inc. prior to the Distribution Date (“GRAIL”). Illumina and GRAIL are each a “Party” and are sometimes referred to herein collectively as the “Parties”. References to GRAIL shall be deemed to include, for all periods prior to the GRAIL Conversion, GRAIL LLC. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • May 29th, 2024 • Grail, LLC • Services-medical laboratories • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 20__ by and between GRAIL, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee/an agent] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
