ContractWarrant Agreement • February 1st, 2019 • Exagen Inc. • Services-medical laboratories • Delaware
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 (I) UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR (II) WITHOUT AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 1st, 2019 • Exagen Inc. • Services-medical laboratories • New York
THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of September 7, 2017 (the “Effective Date”) among INNOVATUS LIFE SCIENCES LENDING FUND I, LP, a Delaware limited partnership (together with its successors and assigns, “Innovatus”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time, and EXAGEN DIAGNOSTICS, 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:
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. EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • February 1st, 2019 • Exagen Inc. • Services-medical laboratories • Pennsylvania
This Agreement is made and entered into as of the 30th day of September, 2013 (“Effective Date”), by and between the University of Pittsburgh – Of the Commonwealth System of Higher Education, a non-profit corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with an office at 200 Gardner Steel Conference Center, Thackeray and O’Hara Streets, Pittsburgh, Pennsylvania 15260 (“University”), and EXAGEN DIAGNOSTICS, INC., a corporation organized and existing under the laws of Delaware, having an office at 800 Bradbury Drive SE Suite 108, Albuquerque, NM 87106 (“Licensee”).
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. FIRST AMENDMENT TO LICENSE...License Agreement • February 1st, 2019 • Exagen Inc. • Services-medical laboratories
THIS FIRST AMENDMENT, effective as of October 23, 2013 (the “Effective Date”), is to that certain License Agreement dated September 13, 2007, (the “License Agreement”) by and between Prometheus Laboratories Inc. (“Prometheus”) and Cypress Bioscience, Inc. as successor in interest to Proprius, Inc., which was subsequently assigned to Exagen Diagnostics, Inc. (“Exagen”). Prometheus and Exagen are each sometimes referred to individually as a “Party” and together as the “Parties.” All capitalized terms not defined herein shall have the meaning ascribed to them in the License Agreement.
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. ASSET PURCHASE AGREEMENT...Asset Purchase Agreement • February 1st, 2019 • Exagen Inc. • Services-medical laboratories • California
This Asset Purchase Agreement is being entered into as of October 8, 2010, by and between: CYPRESS BIOSCIENCE, INC., a Delaware corporation (“Seller”); PROPRIUS, INC., a Delaware corporation and wholly-owned subsidiary of Seller (“Subsidiary”); and EXAGEN DIAGNOSTICS, INC., a Delaware corporation (“Purchaser”). Seller and Subsidiary, on the one hand, and Purchaser, on the other hand, are referred to collectively in this Agreement as the “Parties.” Certain other capitalized terms used in this Agreement are defined in Exhibit A.
AMENDMENT NO. ONE TO ASSET PURCHASE AGREEMENT BETWEEN CYPRESS BIOSCIENCE, INC. AND CELLATOPE CORPORATIONAsset Purchase Agreement • February 1st, 2019 • Exagen Inc. • Services-medical laboratories • California
This Amendment No. One is made as of this 14th day of December by and between Exagen Diagnostics, Inc. (“Exagen”), a Delaware corporation and successor-in-interest to Cypress Bioscience, Inc. (“Cypress”), and Cellatope Corporation Liquidating Trust (the “Trust”), a trust formed pursuant to a certain Agreement and Declaration of Trust dated February 27, 2009 between Cellatope Corporation (“Cellatope”) and the Trustee and successor-in-interest to Cellatope, which, with Cypress, was party to that certain Asset Purchase Agreement, dated as of February 9, 2009 (the “Agreement”). Each of Exagen and the Trust is sometimes referred to herein as a “party,” and together Exagen and the Trust are sometimes referred to herein as “parties.” Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Agreement.
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. THREE TO ASSET...Asset Purchase Agreement • February 1st, 2019 • Exagen Inc. • Services-medical laboratories • California
This Amendment No. Three is made as of this 6th day of February, 2013 by and among Royalty Pharma Collection Trust, a Delaware statutory trust (“Seller”), as assignee of Cypress Bioscience, Inc., a Delaware corporation, Proprius, Inc., a Delaware corporation (“Subsidiary”), and Exagen Diagnostics, Inc., a Delaware corporation (“Purchaser” and, collectively with Seller and Subsidiary, the “Parties”), the parties to that certain Asset Purchase Agreement, dated as of October 8, 2010, as amended on March 10, 2011 (“Amendment No. One”), August 21, 2012 (“Amendment No. Two”), and hereby (“Amendment No. Three”) by and among the Parties (the Asset Purchase Agreement, as amended by Amendment Nos. One, Two and Three, collectively, the “Agreement”).
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. ONE TO ASSET...Asset Purchase Agreement • February 1st, 2019 • Exagen Inc. • Services-medical laboratories • California
This Amendment No. One is made as of this 10th day of March, 2011 by and among Cypress Bioscience, Inc., a Delaware corporation (“Seller”), Proprius, Inc., a Delaware corporation (“Subsidiary”), and Exagen Diagnostics, Inc., a Delaware corporation (“Purchaser” and, collectively with Seller and Subsidiary, the “Parties”) to that certain Asset Purchase Agreement, dated as of October 8, 2010, by and among the Parties (the “Agreement”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Agreement.
WARRANT TO PURCHASE SHARES OF PREFERRED STOCK of EXAGEN DIAGNOSTICS, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWAREWarrant Agreement • February 1st, 2019 • Exagen Inc. • Services-medical laboratories • Delaware
The term “Qualified Equity Financing” shall mean an equity financing after the date hereof which results in aggregate gross proceeds to the Company of at least Ten Million Dollars ($10,000,000), excluding the conversion of the Notes, and in which investors purchase shares of a newly authorized series of the Company’s Preferred Stock and in which the Notes are converted into Shares.
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. EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • February 1st, 2019 • Exagen Inc. • Services-medical laboratories • New Mexico
This Agreement (“Agreement”) is made and entered into as of the 5th day of September, 2011 (“EFFECTIVE DATE”), by and between Thierry DERVIEUX an individual and his company DeNovo, a California limited liability corporation, located at, 240 Coral Rose Irvine, CA 92603 (“DERVIEUX”), and EXAGEN DIAGNOSTICS, INC., a corporation organized and existing under the laws of Delaware, having an office at 801 University Blvd. SE Suite 103 Albuquerque, NM 87106 (“EXAGEN”).
ContractLease Agreement • February 1st, 2019 • Exagen Inc. • Services-medical laboratories • New Mexico
This Lease Agreement may not be modified in any manner without prior approval of the Director of Real Estate, UNM or University Counsel.
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 • February 1st, 2019 • Exagen Inc. • Services-medical laboratories • California
THIS LICENSE AGREEMENT the “Agreement”) is entered into as of September 13, 2007 (“Effective Date”) by and between Prometheus Laboratories Inc., a California corporation, having a principal place of business at 9410 Carroll Park Drive, San Diego, California 92121, and its Affiliates (“Prometheus”), and Proprius, Inc., a Delaware corporation, having a principal place of business at 12264 El Camino Real, Suite 350, San Diego, California 92130, and its Affiliates (“Proprius”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 1st, 2019 • Exagen Inc. • Services-medical laboratories • California
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into as of February 9, 2009, by and among: CYPRESS BIOSCIENCE, INC., a Delaware corporation (“Cypress”); and CELLATOPE CORPORATION, a Delaware corporation (“Cellatope”). Each of Cypress and Cellatope is sometimes referred to herein as a “party” and together Cypress and Cellatope are sometimes referred to herein as the “parties.” Certain other capitalized terms used in this Agreement are defined in Exhibit A.
AMENDMENT NO. TWO TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 1st, 2019 • Exagen Inc. • Services-medical laboratories • California
This Amendment No. Two is made as of this 21st day of August, 2012 by and among Royalty Pharma Collection Trust, a Delaware statutory trust (“Seller”), as assignee of Cypress Bioscience, Inc., a Delaware corporation, Proprius, Inc., a Delaware corporation (“Subsidiary”), and Exagen Diagnostics, Inc., a Delaware corporation (“Purchaser” and, collectively with Seller and Subsidiary, the “Parties”), the parties to that certain Asset Purchase Agreement, dated as of October 8, 2010 and amended on March 10, 2011, by and among the Parties (the “Agreement”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Agreement.
AMENDMENT TO CONVERTIBLE PROMISSORY NOTES AND WARRANTSConvertible Promissory Notes and Warrants Amendment • February 1st, 2019 • Exagen Inc. • Services-medical laboratories • Delaware
This Amendment to Convertible Promissory Notes and Warrants (this “Amendment”) is made and entered into as of January 19, 2016, by and among Exagen Diagnostics, Inc., a Delaware corporation (the “Company”) and the parties listed on the signature pages hereto.
AMENDMENT NO. FIVE TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 1st, 2019 • Exagen Inc. • Services-medical laboratories • California
This Amendment No. Five is made as of this 26th day of January, 2016 by and among Royalty Pharma Collection Trust, a Delaware statutory trust (“Seller”), as assignee of Cypress Bioscience, Inc., a Delaware corporation, Proprius, Inc., a Delaware corporation (“Subsidiary”), and Exagen Diagnostics, Inc., a Delaware corporation (“Purchaser” and, collectively with Seller and Subsidiary, the “Parties”), the parties to that certain Asset Purchase Agreement, dated as of October 8, 2010, by and among the Parties, as amended by Amendment No. One thereto dated March 10, 2011, Amendment No. Two thereto dated August 21, 2012, Amendment No. Three thereto dated February 6, 2013 and Amendment No. Four thereto dated October 8, 2013 (the “Agreement”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Agreement.
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. FIRST AMENDMENT TO AMENDED...Exclusive License Agreement • February 1st, 2019 • Exagen Inc. • Services-medical laboratories
This FIRST AMENDMENT TO AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT (this “First Amendment”) is made as of the 17th day of May, 2012, by and between the University of Pittsburgh – Of the Commonwealth System of Higher Education, a non-profit corporation organized and existing under the laws of the Commonwealth of Pennsylvania (“University”) and Exagen Diagnostics, Inc., a corporation existing under the laws of Delaware (“Licensee”).
ContractWarrant Agreement • February 1st, 2019 • Exagen Inc. • Services-medical laboratories • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO AN EXEMPTION TO THE SECURITIES ACT.
AMENDMENT NO. FOUR TO ASSET PURCHASE AGREEMENT AND CONSENTAsset Purchase Agreement • February 1st, 2019 • Exagen Inc. • Services-medical laboratories • California
THIRD AMENDMENT TO AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • February 1st, 2019 • Exagen Inc. • Services-medical laboratories
This THIRD AMENDMENT TO AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT (this “Third Amendment”) is made as of the 24th day of June, 2016, by and between the University of Pittsburgh – Of the Commonwealth System of Higher Education, a non-profit corporation organized and existing under the laws of the Commonwealth of Pennsylvania (“University”) and Exagen Diagnostics, Inc., a corporation existing under the laws of Delaware (“Licensee”),
FIRST AMENDMENT TO STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE – NET DATED JANUARY 13, 2012 BY AND BETWEEN RGS PROPERTIES, AS LESSOR AND EXAGEN DIAGNOSTICS, INC., AS LESSEE, FOR THE PREMISES LOCATED AT 1261 LIBERTY WAY, SUITE C, CALIFORNIA....Standard Industrial/Commercial Multi-Tenant Lease • February 1st, 2019 • Exagen Inc. • Services-medical laboratories
This paragraph shall apply to the expansion space in suite B the same as it did to suite C when the original lease was executed. Additionally, and prior to delivery of the Expansion Premises, Lessor shall hire a licensed HVAC contractor to inspect and service all HVAC units, make repairs as necessary, and provide Lessee a copy of report(s), reasonably acceptable to Lessee, ensuring the units are in good operating condition.
THIRD AMENDMENT TO LEASELease • February 1st, 2019 • Exagen Inc. • Services-medical laboratories
THIS THIRD AMENDMENT (“Third Amendment”) is made by and between the Regents of the University of New Mexico, a body corporate of the State of New Mexico, as Landlord, and Exagen Diagnostics, Inc., as Tenant.
SECOND AMENDMENT TO LEASELease • February 1st, 2019 • Exagen Inc. • Services-medical laboratories
THIS SECOND AMENDMENT (“Second Amendment”) is made by and between the Regents of the University of New Mexico, a body corporate of the State of New Mexico, as Landlord, and Exagen Diagnostics, Inc., as Tenant.
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. SECOND AMENDMENT TO AMENDED...Exclusive License Agreement • February 1st, 2019 • Exagen Inc. • Services-medical laboratories
This SECOND AMENDMENT TO AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT (this “Second Amendment”) is made as of the 30th day of September, 2013, by and between the University of Pittsburgh – Of the Commonwealth System of Higher Education, a non-profit corporation organized and existing under the laws of the Commonwealth of Pennsylvania (“University”) and Exagen Diagnostics, Inc., a corporation existing under the laws of Delaware (“Licensee”).
AMENDMENT NO. TWO TO ASSET PURCHASE AGREEMENT BETWEEN CYPRESS BIOSCIENCE, INC. AND CELLATOPE CORPORATIONAsset Purchase Agreement • February 1st, 2019 • Exagen Inc. • Services-medical laboratories • California
This Amendment No. Two is made as of this eleventh day of January, 2017, by and between Exagen Diagnostics, Inc. (“Exagen”), a Delaware corporation and successor-in-interest to Cypress Bioscience, Inc. (“Cypress”), and Cellatope Corporation Liquidating Trust (the “Trust”), a trust formed pursuant to a certain Agreement and Declaration of Trust dated February 27, 2009 between Cellatope Corporation (“Cellatope”) and the Trustee and successor-in-interest to Cellatope, which, with Cypress, was party to that certain Asset Purchase Agreement, dated as of February 9, 2009 (the “Original Agreement”). The Original Agreement was amended by the parties pursuant to Amendment No. One on December 14, 2012 (the Original Agreement, as amended by Amendment No. One, the “Agreement”). Each of Exagen and the Trust is sometimes referred to herein as a “party,” and together Exagen and the Trust are sometimes referred to herein as the “parties.” Capitalized terms used but not defined herein shall have the re
FIRST AMENDMENT TO LEASELease • February 1st, 2019 • Exagen Inc. • Services-medical laboratories
THIS FIRST AMENDMENT (“FIRST Amendment”) is made by and between the Regents of the University of New Mexico, a body corporate of the State of New Mexico, as Landlord, and Exagen Diagnostics, Inc., as Tenant.
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. SIX TO ASSET...Asset Purchase Agreement • February 1st, 2019 • Exagen Inc. • Services-medical laboratories • California
This Amendment No. Six is made as of this 16th day of February, 2017, by and among Royalty Pharma Collection Trust, a Delaware statutory trust, as successor to both Cypress Bioscience, Inc. (“Seller”) and Proprius, Inc. (“Subsidiary”), and Exagen Diagnostics, Inc., a Delaware corporation (“Purchaser” and, collectively with Seller and Subsidiary, the “Parties”), the parties to that certain Asset Purchase Agreement, dated as of October 8, 2010, by and among the Parties, as amended by Amendment No. One thereto dated March 10, 2011, Amendment No. Two thereto dated August 21, 2012, Amendment No. Three thereto dated February 6, 2013, Amendment No. Four thereto dated October 8, 2013 and Amendment No. Five thereto dated January 26, 2016 (the “Agreement”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Agreement.
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. CO-PROMOTION AGREEMENTCo-Promotion Agreement • February 1st, 2019 • Exagen Inc. • Services-medical laboratories • New York
This Co-Promotion Agreement (this “Agreement”) is signed as of the signature date(s) below and made effective as of December 10, 2018 (the “Effective Date”) by and between Janssen Biotech, Inc., with offices at 800 Ridgeview Drive, Horsham, PA 19044 (“JBI”), and Exagen Diagnostics Inc., with offices at 1261 Liberty Way, Suite C, Vista CA 92081 (“Exagen”).
