AMENDMENT NO. 1 TO TESTING AND SERVICES AGREEMENTVermillion, Inc. • May 12th, 2015 • In vitro & in vivo diagnostic substances
THIS AMENDMENT NO. 1 is made and entered into as of this 10th day of April, 2015 by and between Quest Diagnostics Incorporated, a Delaware corporation (“Quest Diagnostics”) on the one hand and Vermillion, Inc., a Delaware corporation and ASPiRA Labs, a Delaware corporation and wholly owned subsidiary of Vermillion, Inc. (collectively “Vermillion”) on the other hand with respect to that certain Testing and Services Agreement dated as of March 11, 2015 (the “TSA”). Capitalized terms used and not otherwise defined herein are used with the meanings attributed to them in the TSA. All references to section numbers refer to section numbers in the TSA.
GLOBAL SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • May 12th, 2015 • Vermillion, Inc. • In vitro & in vivo diagnostic substances • Delaware
This Settlement Agreement (“Settlement Agreement”) is made and entered into as of March 11, 2015 (the “Effective Date”), by and between Vermillion, Inc., a Delaware corporation (formerly known as Ciphergen Biosystems, Inc.), and ASPiRA Labs, a Delaware corporation and wholly owned subsidiary of Vermillion, Inc. (collectively “Vermillion”) on the one hand and Quest Diagnostics Incorporated, a Delaware corporation on the other hand. Vermillion and Quest Diagnostics are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • May 12th, 2015 • Vermillion, Inc. • In vitro & in vivo diagnostic substances • California
This Non-Exclusive License Agreement (“Agreement”) shall be effective as of March 11, 2015 (“Effective Date”) by and between Quest Diagnostics Clinical Laboratories, Inc., a Delaware corporation, as successor-in-interest to Pathway Diagnostics, and its parent company Quest Diagnostics Incorporated, a Delaware corporation having a principal place of business at 3 Giralda Farms, Madison, New Jersey 07940 (together, the “Licensor”), and Vermillion, Inc., a Delaware corporation (formerly known as Ciphergen Biosystems, Inc.) (“Vermillion”), and Aspira Labs, a Delaware corporation and wholly owned subsidiary of Vermillion having a principal place of business at 101 Cooperative Way, Suite 220,Georgetown, TX 78626 (together with Vermillion, “Licensee”).
TESTING AND SERVICES AGREEMENTTesting and Services Agreement • May 12th, 2015 • Vermillion, Inc. • In vitro & in vivo diagnostic substances • New Jersey
THIS TESTING AND SERVICES AGREEMENT (“Agreement”) is made and entered into as of March 11, 2015 (the “Effective Date”), by and between Vermillion, Inc., a Delaware corporation (formerly known as Ciphergen Biosystems, Inc.), and ASPiRA Labs, a Delaware corporation and wholly owned subsidiary of Vermillion, Inc. (collectively “Vermillion”) on the one hand and Quest Diagnostics Incorporated, a Delaware corporation, (“Quest” or “Quest Diagnostics”) on the other hand. Vermillion and Quest Diagnostics are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
