ContractWarrant Agreement • February 19th, 2021 • Prometheus Biosciences, Inc. • Pharmaceutical preparations • California
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 AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification Agreement • February 19th, 2021 • Prometheus Biosciences, Inc. • Pharmaceutical preparations • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 20__ by and between Prometheus Biosciences, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/ an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 19th, 2021 • Prometheus Biosciences, Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of January 24, 2020 (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 (each a “Lender” and collectively, the “Lenders”), and PROMETHEUS BIOSCIENCES, INC., a Delaware corporation (“Parent”) and PROMETHEUS LABORATORIES INC., a California corporation, each with offices located at 9410 Carroll Park Drive, San Diego, CA 92121 (individually and collectively, jointly and severally, “Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • February 19th, 2021 • Prometheus Biosciences, Inc. • Pharmaceutical preparations • California
THIS EXCLUSIVE LICENSE AGREEMENT (“Agreement”) is entered into as of this 22nd day of March, 2019 (“Effective Date”) by and between CEDARS-SINAI MEDICAL CENTER, a California nonprofit public benefit corporation (“CSMC”), with offices at 8700 Beverly Boulevard, Los Angeles, California 90048-1865, and PRECISION IBD, INC., a Delaware corporation (“Licensee”), with an address at 3525 Del Mar Heights Rd, #342, San Diego, California 92130.
SUBLEASE AGREEMENTSublease Agreement • February 19th, 2021 • Prometheus Biosciences, Inc. • Pharmaceutical preparations • California
THIS LEASE is made as of the 22nd day of June, 2005, by and between THE IRVINE COMPANY, a Delaware corporation hereafter called “Landlord,” and PROMETHEUS LABORATORIES INC., a California corporation, hereinafter called “Tenant.”
February 17, 2021 Tim AndrewsEmployment Agreement • February 19th, 2021 • Prometheus Biosciences, Inc. • Pharmaceutical preparations • California
Prometheus Biosciences, Inc. (the “Company”) and you entered into that certain letter agreement dated November 4, 2020 (the “Original Agreement”). The Company and you desire to amend and restate the Original Agreement on the terms and conditions set forth in this letter agreement (this “Agreement”), effective immediately.
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • February 19th, 2021 • Prometheus Biosciences, Inc. • Pharmaceutical preparations • California
THIS EXCLUSIVE LICENSE AGREEMENT (“Agreement”) is entered into as of this 1ST day of September, 2017 (“Effective Date”) by and between CEDARS-SINAI MEDICAL CENTER, a California nonprofit public benefit corporation (“CSMC”), with offices at 8700 Beverly Boulevard, Los Angeles, California 90048-1865, and PRECISION IBD, INC., a Delaware corporation (“Licensee”), with offices at 1496 Neptune Ave., Encinitas, California 92024.
February 17, 2021 Mark McKennaEmployment Agreement • February 19th, 2021 • Prometheus Biosciences, Inc. • Pharmaceutical preparations • California
Prometheus Biosciences, Inc. (the “Company”) and you entered into that certain letter agreement dated August 7, 2019 (the “Original Agreement”). The Company and you desire to amend and restate the Original Agreement on the terms and conditions set forth in this letter agreement (this “Agreement”), effective immediately.
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. COMPANION DIAGNOSTICS...Companion Diagnostics Development and Collaboration Agreement • February 19th, 2021 • Prometheus Biosciences, Inc. • Pharmaceutical preparations • New York
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. CO- DEVELOPMENT AND...Co-Development and Manufacturing Agreement • February 19th, 2021 • Prometheus Biosciences, Inc. • Pharmaceutical preparations
This CO-DEVELOPMENT AND MANUFACTURING AGREEMENT (this “Agreement”) is entered into as of July 30, 2020 (the “Effective Date”) by and between
February 17, 2021 Allison LuoEmployment Agreement • February 19th, 2021 • Prometheus Biosciences, Inc. • Pharmaceutical preparations • California
Prometheus Biosciences, Inc. (the “Company”) and you entered into that certain letter agreement dated June 27, 2018 (the “Original Agreement”). The Company and you desire to amend and restate the Original Agreement on the terms and conditions set forth in this letter agreement (this “Agreement”), effective immediately.
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. LICENSE AGREEMENTLicense Agreement • February 19th, 2021 • Prometheus Biosciences, Inc. • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”) is entered into as of March 18, 2020 (the “Effective Date”) by and between Alloy Therapeutics, LLC, a Delaware limited liability company with offices located at 44 South Main Street, 2nd Floor, Hanover, NH 03755 (“ATX”), and Prometheus Biosciences INC, with its offices located at 9410 Carroll Park Drive, San Diego CA 92121 (“LICENSEE”). ATX and LICENSEE may each be referred to individually as a “Party”, and collectively as the “Parties”.
