0001104659-12-009881 Sample Contracts

EXECUTIVE AGREEMENT
Executive Agreement • February 15th, 2012 • TrovaGene Inc. • Biological products, (no disgnostic substances) • California

This Executive Agreement (the “Agreement”) is made and entered into effective as of February 1, 2012 (the “Effective Date”), by and between Steve Zaniboni (the “Executive”) and TrovaGene, Inc., a Delaware corporation (the “Company”).

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SUBLICENSE AGREEMENT
Sublicense Agreement • February 15th, 2012 • TrovaGene Inc. • Biological products, (no disgnostic substances) • England and Wales

THIS SUBLICENSE AGREEMENT (“Agreement”) effective as of August 27, 2007 (the “Effective Date”) is by and between XENOMICS Inc, a Florida corporation having its principal office at 420 Lexington Avenue Suite 1701 New York, NY 10170 USA, United States of America (“XENOMICS”) and IPSOGEN SAS, a French corporation having its principal office at Luminy Biotech Enterprises Case 923, 163 Avenue de Luminy 13288 Marseille cedex 9 France (“IPSOGEN”).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 15th, 2012 • TrovaGene Inc. • Biological products, (no disgnostic substances)

THIS ASSET PURCHASE AGREEMENT (together with all annexes, exhibits, schedules and other documents attached hereto, hereinafter referred to as the (“Agreement”) dated as of January 18, 2011 (the “Execution Date”) is made by and between TrovaGene, Inc, a Delaware corporation (“Buyer”), and TTFactor S.r.l., an Italy-based company (“Seller”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 7.1 hereof.

SECOND AMENDMENT TO STANDARD INDUSTRIAL NET LEASE
TrovaGene Inc. • February 15th, 2012 • Biological products, (no disgnostic substances)

THIS SECOND AMENDMENT TO STANDARD INDUSTRIAL NET LEASE (this “Amendment”) is entered into as of this day of October, 2011 (“Execution Date”), by and between BMR-SORRENTO WEST LLC, a Delaware limited liability company (“Landlord,” as successor-in-interest to JBC Sorrento West, LLC, a California limited liability company (“Original Landlord”)), and TROVAGENE, INC., a Delaware corporation (“Tenant,” as successor-by-merger to Xenomics, Inc., a Florida corporation (“Original Tenant”)).

FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • February 15th, 2012 • TrovaGene Inc. • Biological products, (no disgnostic substances)

This First Amendment to Exclusive License Agreement (“Amendment”) is made effective as of August , 2010 (“Amendment Effective Date”) by and among Brunangelo Falini, an individual residing at 5/f Via San Giuseppi, 06100, Perugia, Italy (“Falini”), Cristina Mecucci, an individual residing at Strada S. Martino dei Colli-Castiglion della valle 2, 06076, Perugia, Italy (“Mecucci”) (each of Falini and Mecucci are individually and together, “Licensor”) and TrovaGene, Inc., having a place of business at 11055 Flintkote Avenue, San Diego, California 92121, USA (“Licensee”).

SUBLICENSE AGREEMENT
Sublicense Agreement • February 15th, 2012 • TrovaGene Inc. • Biological products, (no disgnostic substances) • New York

THIS SUBLICENSE AGREEMENT (“Agreement”) effective as of December 1, 2008 (the “Effective Date”) is by and between XENOMICS Inc, a Florida corporation having its principal office at 1 Deer Park Drive, Suite F, Monmouth Junction, NJ 08852 USA (“XENOMICS”), and InVivoScribe Technologies, Inc., a privately held corporation having its principal office at 6330 Nancy Ridge Drive, Suite 106, San Diego, CA 92121 USA (“IVS”).

AMENDMENT TO CO-EXCLUSIVE SUBLICENSE AGREEMENT
Co-Exclusive Sublicense Agreement • February 15th, 2012 • TrovaGene Inc. • Biological products, (no disgnostic substances)

This Amendment (“Amendment”), is made June 1, 2010 (the “Effective Date”) between Asuragen, Inc. (“ASURAGEN”), a Delaware corporation having its principal offices at 2150 Woodward, Suite 100, Austin, Texas 78744, and Trovagene, Inc. (“TROVAGENE”), a Delaware corporation having its principal place of business at 11055 Flintkote Ave., San Diego, CA 92121, which collectively may be referred to herein as the “Parties” and individually as a “Party”.

SUBLICENSE AGREEMENT
Sublicense Agreement • February 15th, 2012 • TrovaGene Inc. • Biological products, (no disgnostic substances) • Massachusetts

THIS SUBLICENSE AGREEMENT (“Agreement”) effective as of January 8, 2008 (the “Effective Date”) is by and between XENOMICS Inc, a Florida corporation having its principal office at 420 Lexington Avenue Suite 1701 New York, NY 10170 USA, United States of America (“XENOMICS”) and WARNEX MEDICAL LABORATORIES a division of WARNEX INC., a Canadian corporation having its principal office at 3885 boul. Industriel, Laval (Quebec), Canada H7L 4S3 (“WARNEX”).

CO-EXCLUSIVE SUBLICENSE AGREEMENT
Co-Exclusive Sublicense Agreement • February 15th, 2012 • TrovaGene Inc. • Biological products, (no disgnostic substances) • Delaware

THIS CO-EXCLUSIVE SUBLICENSE AGREEMENT (“Agreement”) effective as of the date of last signature below (the “Effective Date”) is by and between XENOMICS, Inc., a Florida corporation having its principal office at 420 Lexington Avenue Suite 1701 New York, NY 10170 USA, United States of America (“XENOMICS”) and ASURAGEN, Inc., a Delaware corporation having its principal office at 2150 Woodward, Suite 100, Austin, TX 78744 (“ASURAGEN”).

EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • February 15th, 2012 • TrovaGene Inc. • Biological products, (no disgnostic substances) • New York

This Exclusive License Agreement (this “Agreement”) is made effective as of December 12, 2011 (the “Effective Date”) by and between Columbia University, 412 Low Memorial Library 535 West 116th St., Mail Code 4308, New York, NY 10027 (“Licensor”), and Trovagene, Inc., located at 11055 Flintkote Ave., Suite B, San Diego, CA 92121 (“Licensee”). Licensor and Licensee are each hereafter referred to individually as a “Party” and together as the “Parties”.

FIRST AMENDMENT TO STANDARD INDUSTRIAL NET LEASE
Industrial Net Lease • February 15th, 2012 • TrovaGene Inc. • Biological products, (no disgnostic substances)

THIS FIRST AMENDMENT TO STANDARD INDUSTRIAL NET LEASE (this “Amendment”) is entered into as of this 28th day of September, 2011 (“Execution Date”), by and between BMR-SORRENTO WEST LLC, a Delaware limited liability company (“Landlord,” as successor-in-interest to JBC Sorrento West, LLC, a California limited liability company (“Original Landlord”)), and TROVAGENE, INC., a Delaware corporation (“Tenant,” as successor-by-merger to Xenomics, Inc., a Florida corporation (“Original Tenant”)).

SUBLICENSE AGREEMENT
Sublicense Agreement • February 15th, 2012 • TrovaGene Inc. • Biological products, (no disgnostic substances) • New York

THIS SUBLICENSE AGREEMENT (“Agreement”) effective as of February 8, 2011 (the “Effective Date”) is by and between TROVAGENE Inc, a New York corporation having its principal office at 11055 Flintkote Ave, Suite B, San Diego, CA 92121 USA (“TROVAGENE”), and MLL Münchner Leukämielabor GmbH, a German corporation having its principal office at Max-Lebsche-Platz 31 81377 München GERMANY (“MLL”).

AMENDMENT TO CO-EXCLUSIVE SUBLICENSE AGREEMENT
Co-Exclusive Sublicense Agreement • February 15th, 2012 • TrovaGene Inc. • Biological products, (no disgnostic substances)

This Amendment (“Amendment”), is made September 1, 2010 (the “Effective Date”) between Ipsogen SAS, a French corporation having its principal office at Luminy Biotech Enterprises Case 923, 163 Avenue de Luminy 13288 Marseille cedex 9 France (IPSOGEN”), and Trovagene, Inc. (“TROVAGENE”), a Delaware corporation having its principal place of business at 11055 Flintkote Ave., San Diego, CA 92121, which collectively may be referred to herein as the “Parties” and individually as a “Party”.

SUBLICENSE AGREEMENT
Sublicense Agreement • February 15th, 2012 • TrovaGene Inc. • Biological products, (no disgnostic substances) • New York

THIS SUBLICENSE AGREEMENT (“Agreement”) effective as of June 15, 2010 (the “Effective Date”) is by and between TROVAGENE Inc, a New York corporation having its principal office at 11055 Flintkote Ave, Suite B, San Diego CA 92121, United States of America (“TROVAGENE”) and Skyline Diagnostics BV, a Dutch corporation having its principal office at Erasmus University Medical Center, Dr. Molewaterplein 50, EE 19-71, 3015 GD Rotterdam, The Netherlands (“SKYLINE”).

SUBLICENSE AGREEMENT
Sublicense Agreement • February 15th, 2012 • TrovaGene Inc. • Biological products, (no disgnostic substances) • New York

THIS SUBLICENSE AGREEMENT (“Agreement”) effective as of August 25, 2008 (the “Effective Date”) is by and between XENOMICS Inc, a Florida corporation having its principal office at 420 Lexington Avenue Suite 1701 New York, NY 10170 USA, United States of America (“XENOMICS”) and Laboratory Corporation of America Holdings, a Delaware corporation (“LABCORP”).

EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • February 15th, 2012 • TrovaGene Inc. • Biological products, (no disgnostic substances) • New York

This Exclusive License Agreement (this “Agreement”) is made effective as of October —, 2011 (the “Effective Date”) by and between Gianluca Gaidano, an individual residing at Via Dolores Bello, Novara, Italy, Robert Foa’, an individual residing at Corso Trieste 90, Rome, Italy, and Davide Rossi, an individual residing at via Garibaldi 29, Fontaneto D’agogna, Italy (collectively “Licensor”), and Trovagene, Inc., located at 11055 Flintkote Ave., Suite B, San Diego, CA 92121 (“Licensee”). Licensor and Licensee are each hereafter referred to individually as a “Party” and together as the “Parties”.

TROVAGENE SUBLICENSE AGREEMENT FOR NPM1 TESTING WITH FAIRVIEW HEALTH SERVICES FV CONTRACT # FV2011-152
Trovagene Sublicense Agreement • February 15th, 2012 • TrovaGene Inc. • Biological products, (no disgnostic substances) • Minnesota

THIS SUBLICENSE AGREEMENT (“Agreement”) effective as of 7-20-2011 (the “Effective Date”) is by and between TROVAGENE Inc, a Delaware corporation having its principal office at 11055 Flintkote Ave, Suite B, San Diego, CA 92121 (“TROVAGENE”), and Fairview Health Services, a fully integrated health care company that is a Minnesota nonprofit corporation which is tax-exempt under federal law (“Company” or “Fairview”), located at 2450 Riverside Avenue, Minneapolis, MN 55454.

EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • February 15th, 2012 • TrovaGene Inc. • Biological products, (no disgnostic substances) • New York

This Exclusive License Agreement (this “Agreement”) is made effective as of May , 2006 (the “Effective Date”) by and between Brunangelo Falini, an individual residing at 5/f Via San Giuseppe, 06100, Perugia, Italy, (“Falini”), Cristina Mecucci, an individual residing at Strada S. Martino dei Colli-Castiglion della valle 2, 06076 Perugia, Italy (“Mecucci”) (each of Falini and Mecucci are individually and together, “Licensor”), and Xenomics, Inc., located at 420 Lexington Avenue, New York, New York 10017 (“Licensee”). Licensor and Licensee are each hereafter referred to individually as a “Party” and together as the “Parties”.

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