CREDIT AGREEMENT Dated as of September 21, 2007 among PROMETHEUS LABORATORIES INC., as the Borrower, THE DOMESTIC SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing...Credit Agreement • February 12th, 2008 • Prometheus Laboratories Inc • Pharmaceutical preparations • New York
This CREDIT AGREEMENT is entered into as of September 21, 2007 among PROMETHEUS LABORATORIES INC., a California corporation (the "Borrower"), the Guarantors (defined herein), each Lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender") and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
Personal Services Agreement By and Between Stephan R. Targan, MD and Prometheus Laboratories Inc.Personal Services Agreement • February 12th, 2008 • Prometheus Laboratories Inc • Pharmaceutical preparations • California
This Agreement (the "Agreement") is effective as of the 1st day of June, 2006 (the "Effective Date") by and between Stephan R. Targan, M.D. with offices at 240 22nd Street, Santa Monica, CA 90402 (hereinafter referred to as the "Consultant"), and Prometheus Laboratories Inc., with offices at 9410 Carroll Park Drive, San Diego, CA 92121-5201 (hereinafter referred to as "Company" or "Prometheus").
SUPPLY AGREEMENT BETWEEN SMITHKLINE BEECHAM CORPORATION d/b/a GlaxoSmithKline AND PROMETHEUS LABORATORIES INC. DATED AS OF October 31, 2007Supply Agreement • February 12th, 2008 • Prometheus Laboratories Inc • Pharmaceutical preparations • New York
THIS SUPPLY AGREEMENT (this "Agreement") is made and entered into as of the 31st day of October, 2007 by and between SMITHKLINE BEECHAM CORPORATION, a Pennsylvania corporation doing business as GlaxoSmithKline ("GSK"), and PROMETHEUS LABORATORIES INC., a California corporation ("Prometheus"). GSK and Prometheus are sometimes referred to herein individually as a "Party" and collectively as "Parties."
DISTRIBUTION AGREEMENT by and between AstraZeneca LP and Prometheus Laboratories Inc. DATE: November 19, 2004Distribution Agreement • February 12th, 2008 • Prometheus Laboratories Inc • Pharmaceutical preparations • Delaware
This Distribution Agreement (the "Agreement") is made effective as of the 19th day of November, 2004 (the "Effective Date") by and between:
ASSET PURCHASE AND SALE AGREEMENT Between SMITHKLINE BEECHAM CORPORATION d/b/a GLAXOSMITHKLINE and GLAXO GROUP LIMITED as Seller and PROMETHEUS LABORATORIES INC. as Purchaser Dated as of October 31, 2007Asset Purchase and Sale Agreement • February 12th, 2008 • Prometheus Laboratories Inc • Pharmaceutical preparations • New York
THIS DISTRIBUTION, SUPPLY AND TRANSITION AGREEMENT (this "Agreement") is entered into as of the 31th day of October, 2007 (the "Execution Date"), by and between Prometheus Laboratories Inc., a corporation organized under the laws of California, having a place of business at 9410 Carroll Park Drive, San Diego, CA 92121 ("Prometheus") and SmithKline Beecham Corporation d/b/a GlaxoSmithKline, a Pennsylvania corporation, with its principal place of business at One Franklin Plaza, 200 North 16th Street, Philadelphia, PA 19101 ("GSK"). Prometheus and GSK are sometimes collectively referred to herein as the "Parties" and separately as a "Party."
Exclusive License Agreement Between The Regents of the University of California and Prometheus Laboratories, Inc.Exclusive License Agreement • February 12th, 2008 • Prometheus Laboratories Inc • Pharmaceutical preparations • California
This license agreement ("Agreement") is effective this 1st day of December, 1999 (the "Effective Date"), by and between The Regents of the University of California ("The Regents"), a California corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, acting through the offices of The University of California, Los Angeles located at 405 Hilgard Avenue, Los Angeles, California 90095-1406 and Prometheus Laboratories, Inc. ("Prometheus"), a California corporation, having a principal place of business at 5739 Pacific Center Boulevard, San Diego, California 92121.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • February 12th, 2008 • Prometheus Laboratories Inc • Pharmaceutical preparations • California
The following additional information or material in the Field of Use which is described in the UCLA Patent Rights conceived and reduced to practice prior to the Effective Date in the conduct of the inflammatory bowel disease programs at UCLA under the direction of Braun as the principal investigator:
QuickLinks -- Click here to rapidly navigate through this documentDistribution Agreement • February 12th, 2008 • Prometheus Laboratories Inc • Pharmaceutical preparations
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. 1 TO THE ASSET PURCHASE AND SALE AGREEMENTAsset Purchase and Sale Agreement • February 12th, 2008 • Prometheus Laboratories Inc • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO THE ASSET PURCHASE AND SALE AGREEMENT (this "Amendment No. 1"), dated as of December 21, 2007 (the "Effective Date"), is made by and between SmithKline Beecham Corporation d/b/a GlaxoSmithKline ("SB Corp"), a corporation organized under the laws of the Commonwealth of Pennsylvania, having a place of business at One Franklin Plaza, Philadelphia, PA 19101 and Glaxo Group Limited ("GGL"), a corporation organized under the laws of England, with offices at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, United Kingdom (together referred to as "Seller") and Prometheus Laboratories, Inc., a corporation organized under the laws of California, having a place of business at 9410 Carroll Park Drive, San Diego, CA 92121 ("Purchaser"). Each of Seller and Purchaser are sometimes collectively referred to herein as the "Parties" and separately as a "Party".
FIRST AMENDMENT TO LICENSE AGREEMENT NO. 2000-03-0591License Agreement • February 12th, 2008 • Prometheus Laboratories Inc • Pharmaceutical preparations
This First Amendment is made and is effective this 18th day of May 2000 (the Effective Date) by and between The Regents of the University of California ("The Regents"), a California corporation having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, acting through the offices of The University of California, Los Angeles located at 10920 Wilshire Blvd., Suite 1200, Los Angeles, California 90024-1406, and Prometheus Laboratories, Inc. ("Prometheus"), a California corporation having a principal place of business at 5739 Pacific Center Boulevard, San Diego, California 92121 and amends the License Agreement dated December 1, 1999 (the "Agreement").
QuickLinks -- Click here to rapidly navigate through this documentDistribution Agreement • February 12th, 2008 • Prometheus Laboratories Inc • Pharmaceutical preparations
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.
QuickLinks -- Click here to rapidly navigate through this documentDistribution Agreement • February 12th, 2008 • Prometheus Laboratories Inc • Pharmaceutical preparations
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 LICENSE AGREEMENT NO. 2000-03-0591License Agreement • February 12th, 2008 • Prometheus Laboratories Inc • Pharmaceutical preparations
This Second Amendment is made and is effective this 15th day of May 2001 (the Effective Date) by and between The Regents of the University of California ("The Regents"), a California corporation having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, acting through the offices of The University of California, Los Angeles located at 10920 Wilshire Blvd., Suite 1200, Los Angeles, California 90024-1406, and Prometheus Laboratories, Inc. ("Prometheus"), a California corporation having a principal place of business at 5739 Pacific Center Boulevard, San Diego, California 92121 and amends the License Agreement dated December 1, 1999 (the "Agreement").
