0001047469-08-002938 Sample Contracts

Contract
Warrant Agreement • March 17th, 2008 • Exact Sciences Corp • Services-commercial physical & biological research • Massachusetts

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.

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OFFICE LEASE MARLBOROUGH CAMPUS by and between MARLBOROUGH CAMPUS LIMITED PARTNERSHIP, as landlord and EXACT SCIENCES CORPORATION, as tenant
Office Lease • March 17th, 2008 • Exact Sciences Corp • Services-commercial physical & biological research • Massachusetts

This First Amendment to Lease (the “Amendment”), dated as of August 28, 2003, is made by and between MARLBOROUGH CAMPUS LIMITED PARTNERSHIP, a Massachusetts limited partnership (“Landlord”), and EXACT Sciences Corporation, a Delaware corporation (“Tenant”).

AGREEMENT
Collaboration Agreement • March 17th, 2008 • Exact Sciences Corp • Services-commercial physical & biological research • Delaware

THIS AGREEMENT (the “Agreement”), effective this 26th day of June, 2002 (the “Effective Date”), is entered into by and between Laboratory Corporation of America Holdings (“LABCORP”), a Delaware corporation having its principal place of business at 430 South Spring Street, Burlington, NC 27215; and EXACT Sciences Corporation (“EXACT”), a Delaware corporation having its principal place of business at 63 Great Road, Maynard, MA 01754.

RESTRICTED STOCK AWARD AGREEMENT UNDER THE EXACT SCIENCES CORPORATION 2000 STOCK OPTION AND INCENTIVE PLAN
Restricted Stock Award Agreement • March 17th, 2008 • Exact Sciences Corp • Services-commercial physical & biological research

Pursuant to the EXACT Sciences Corporation 2000 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, EXACT Sciences Corporation (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $.01 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Board.

EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • March 17th, 2008 • Exact Sciences Corp • Services-commercial physical & biological research • Massachusetts

This Exclusive License Agreement (the “Agreement”) is entered into as of November 26, 2002 (the “Effective Date”) by and between Matrix Technologies Corporation, d/b/a Apogent Discoveries, a Delaware corporation, having a principal place of business at 22 Friars Drive, Hudson, New Hampshire, 03051(“APOGENT”), and EXACT Sciences Corporation, a Delaware corporation having a principal place of business at 63 Great Road, Maynard, Massachusetts 01754(“EXACT”).

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