CAREDX, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 3rd, 2014 • CareDx, Inc. • Services-medical laboratories • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [ , 20 ] (the “Effective Date”), and is between CareDx, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
LEASE by and between BMR-BAYSHORE BOULEVARD LLC, a Delaware limited liability company and EXPRESSION DIAGNOSTICS, INC., a Delaware corporationLease • June 3rd, 2014 • CareDx, Inc. • Services-medical laboratories
THIS LEASE (this “Lease”) is entered into as of April 27, 2006, by and between BMR-BAYSHORE BOULEVARD LLC, a Delaware limited liability company (“Landlord”), and EXPRESSION DIAGNOSTICS, INC., a Delaware corporation (“Tenant”). The date on which this Lease has been executed by both parties hereto is referred to herein as the “Effective Date.”
CAREDX, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENTChange of Control and Severance Agreement • June 3rd, 2014 • CareDx, Inc. • Services-medical laboratories • California
This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between [ ] (“Executive”) and CareDx, Inc., a Delaware corporation (the “Company”), effective as of [ ] (the “Effective Date”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 3rd, 2014 • CareDx, Inc. • Services-medical laboratories
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 15, 2012 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time, including Oxford in its capacity as a Lender, SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each of Oxford and SVB, a “Lender” and collectively, the “Lenders”), and XDX, INC., a Delaware corporation with offices located at 3260 Bayshore Boulevard, Brisbane, CA 94005 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Securities and Exchange Commission. DATED JUNE 20, 2013 DISTRIBUTION AND LICENSING AGREEMENTDistribution and Licensing • June 3rd, 2014 • CareDx, Inc. • Services-medical laboratories • London
NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
AGREEMENT AND PLAN OF MERGER by and among CAREDX, INC., MONITOR ACQUISITION CORPORATION, IMMUMETRIX, INC., and MATTIAS WESTMAN, AS HOLDERS’ AGENT Dated as of May 17, 2014Agreement and Plan of Merger • June 3rd, 2014 • CareDx, Inc. • Services-medical laboratories • Delaware
This AGREEMENT AND PLAN OF MERGER, made and entered into as of May 17, 2014 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and among CareDx, Inc., a Delaware corporation (“Parent”), Monitor Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), ImmuMetrix, Inc., a Delaware corporation (“Company”), and Mattias Westman as the Holders’ Agent, for the purposes of Article VII only. Certain capitalized terms used herein have the meanings assigned to in Annex A.
AMENDED AND RESTATED EXCLUSIVE AGREEMENTCommon Stock Purchase Agreement • June 3rd, 2014 • CareDx, Inc. • Services-medical laboratories • California
This Amended and Restated Agreement (“Restated Agreement”) between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and ImmuMetrix, Inc. (“ImmuMetrix”), a corporation having a principal place of business at 3183 Porter Drive, Palo Alto, CA, is effective on the 27th day of January, 2014, (“Restatement Effective Date”).
Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Securities and Exchange Commission. PCR PATENT LICENSE AGREEMENT BY AND BETWEEN ROCHE MOLECULAR SYSTEMS, INC. AND...Patent License Agreement • June 3rd, 2014 • CareDx, Inc. • Services-medical laboratories • California
CHIEF EXECUTIVE EMPLOYMENT AGREEMENTChief Executive Employment Agreement • June 3rd, 2014 • CareDx, Inc. • Services-medical laboratories
This Chief Executive Employment Agreement (this “Agreement”) is entered into by and between Peter K. Maag (“you” or “Executive”) and XDx, Inc. (hereafter also “XDx”, the “Employer”, or the “Company”), effective as of the last date set forth on the signature page hereto.
