BG MEDICINE, INC. AMENDED AND RESTATED CHANGE OF CONTROL CASH SEVERANCE AGREEMENTChange of Control Cash Severance Agreement • January 29th, 2010 • BG Medicine, Inc. • Services-medical laboratories • Massachusetts
THIS Amended and Restated Change of Control Cash Severance Agreement (the “Agreement”) is dated as of August 1, 2007, by and between BG Medicine, Inc., a Delaware corporation (the “Company”), and Pieter Muntendam, M.D. (the “Employee”).
BG Medicine, Inc. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • January 29th, 2010 • BG Medicine, Inc. • Services-medical laboratories • Massachusetts
BG Medicine, Inc., formerly known as Beyond Genomics, Inc., (the “Company”) hereby grants the following stock option pursuant to its 2001 Stock Option and Incentive Plan. The terms and conditions attached hereto are also a part hereof.
BG MEDICINE, INC. FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 29th, 2010 • BG Medicine, Inc. • Services-medical laboratories • Delaware
THIS FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made as of July 10, 2008, by and among BG Medicine, Inc., a Delaware corporation (the “Company”), and the holders of capital stock of the Company as set forth on Schedule A hereto (the “Preferred Stockholders”).
ContractWarrant Agreement • January 29th, 2010 • BG Medicine, Inc. • Services-medical laboratories • Massachusetts
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 AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
BG Medicine, Inc. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • January 29th, 2010 • BG Medicine, Inc. • Services-medical laboratories • Massachusetts
BG Medicine, Inc. (the “Company”) hereby grants the following stock option pursuant to its 2001 Stock Option and Incentive Plan, as amended. The terms and conditions attached hereto are also apart hereof.
ContractWarrant Agreement • January 29th, 2010 • BG Medicine, Inc. • Services-medical laboratories • New York
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED HYPOTHECATED OR OTHERWISE TRANSFERRED IN VIOLATION OF SUCH ACT, THE RULES AND REGULATIONS THEREUNDER, OR THE PROVISIONS OF THIS WARRANT.
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 4 OF THIS WARRANTCommon Stock Purchase Warrant • January 29th, 2010 • BG Medicine, Inc. • Services-medical laboratories • Massachusetts
Beyond Genomics, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that Boston University School of Medicine, a non-profit, tax-exempt educational institution organized under the laws of Massachusetts, or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (Boston time) on April 30, 2012, 50,000 shares of Common Stock, $.001 par value per share, of the Company, at a purchase price of $1.50 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 29th, 2010 • BG Medicine, Inc. • Services-medical laboratories • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of November 9, 2007 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”), and BG MEDICINE, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
ContractWarrant Agreement • January 29th, 2010 • BG Medicine, Inc. • Services-medical laboratories • Massachusetts
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 AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
HOBBS BROOK OFFICE PARKLease, Sublease, and Assignment Agreement • January 29th, 2010 • BG Medicine, Inc. • Services-medical laboratories • Massachusetts
Second Amendment to Lease, Sublease, and Assignment, Assumption and Amendment of Sublease Agreement (“Second Amendment”) dated as of May 19, 2009, between 610 Lincoln LLC, a Delaware limited liability company (“Landlord”), and BG Medicine, Inc., a Delaware corporation (“Tenant”).
SUBLEASESublease • January 29th, 2010 • BG Medicine, Inc. • Services-medical laboratories • Massachusetts
This SUBLEASE is made as of April 14, 2005, by and between GPC Biotech, Inc., a Delaware corporation having an address at 610 Lincoln Street, Waltham, Massachusetts 02451 (“Sublessor”) and BG Medicine, Inc., a Delaware corporation having an address at 40 Bear Hill Road, Waltham, Massachusetts 02451 (“Sublessee”).
