AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 6th, 2024 • Grail, LLC • Services-medical laboratories
This AMENDMENT, dated as of February 4, 2021 (this “Amendment”) to the Agreement and Plan of Merger (the “Agreement”), dated as of September 20, 2020, among Illumina, Inc., a Delaware corporation (“Parent”), SDG Ops, Inc., a Delaware corporation and direct, wholly owned subsidiary of Parent (“First Merger Sub”), SDG Ops, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Parent (“Second Merger Sub”) and GRAIL, Inc., a Delaware corporation (the “Company”, and together with Parent, First Merger Sub and Second Merger Sub, the “Parties”).
AGREEMENT AND PLAN OF MERGER among ILLUMINA, INC., SDG OPS, INC., SDG OPS, LLC and GRAIL, INC. Dated as of September 20, 2020Agreement and Plan of Merger • May 6th, 2024 • Grail, LLC • Services-medical laboratories • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of September 20, 2020 (this “Agreement”), among Illumina, Inc., a Delaware corporation (“Parent”), SDG Ops, Inc., a Delaware corporation and direct, wholly owned subsidiary of Parent (“First Merger Sub”), SDG Ops, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Parent (“Second Merger Sub”), and GRAIL, Inc., a Delaware corporation (the “Company”).
ContractStockholder and Registration Rights Agreement • May 6th, 2024 • Grail, LLC • Services-medical laboratories • Delaware
STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2024, between Illumina, Inc., a Delaware corporation (“Illumina”), and GRAIL, LLC, a Delaware limited liability company (“GRAIL LLC”), to be converted to a corporation and renamed GRAIL, Inc. (the “Company”).
FORM OF EMPLOYEE MATTERS AGREEMENT by and between ILLUMINA, INC. and GRAIL, LLC (to be converted into GRAIL, INC.) Dated as of [ ], 2024Employee Matters Agreement • May 6th, 2024 • Grail, LLC • Services-medical laboratories • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), is entered into as of [ ], by and between Illumina, Inc., a Delaware corporation (“Illumina”), and GRAIL, LLC, a wholly owned subsidiary of Illumina and a Delaware limited liability company (“GRAIL LLC”), to be converted to a corporation and renamed GRAIL, Inc. prior to the Distribution (“GRAIL”). Illumina and GRAIL are each a “Party” and are sometimes referred to herein collectively as the “Parties”.
Certain information has been excluded from this agreement (indicated by “[***]”) because such information is both (a) not material and (b) is the type that the registrant customarily and actually treats as private or confidential. FOURTH AMENDMENT TO...Supply and Commercialization Agreement • May 6th, 2024 • Grail, LLC • Services-medical laboratories
This Fourth Amendment to the Amended and Restated Supply and Commercialization Agreement (this “Fourth Amendment”) is entered into between Illumina, Inc., a Delaware corporation having a place of business at 5200 Illumina Way, San Diego, CA 92122 (“Illumina”), and GRAIL, LLC, a Delaware limited liability company (successor in interest to GRAIL, Inc.), having a place of business at 1525 O’Brien Drive, Menlo Park, CA 94025 (“GRAIL”), effective as of [ ], 2024, (“Fourth Amendment Effective Date”). The Parties previously entered into that certain Amended and Restated Supply and Commercialization Agreement effective as of February 28, 2017 (the “Original A&R Agreement”), as amended by the First Amendment to Amended and Restated Supply and Commercialization Agreement effective as of September 27, 2017 (the “First Amendment”), the Second Amendment to Amended and Restated Supply and Commercialization Agreement effective as of August 18, 2021 (the “Second Amendment”) and the Third Amendment to
FORM OF TAX MATTERS AGREEMENT BY AND BETWEEN ILLUMINA, INC. AND GRAIL, LLC (to be converted into GRAIL, INC.) DATED AS OF [ ]Tax Matters Agreement • May 6th, 2024 • Grail, LLC • Services-medical laboratories • Delaware
This Tax Matters Agreement (this “Agreement”) is entered into effective as of [ ], by and between Illumina, Inc., a Delaware corporation (“Illumina”), and GRAIL, LLC, a wholly owned subsidiary of Illumina and a Delaware limited liability company (“GRAIL LLC”), to be converted to a corporation and renamed GRAIL, Inc. prior to the Distribution (“GRAIL”). Illumina and GRAIL are each a “Party” and are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1 of this Agreement.
FORM OF SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN ILLUMINA, INC. AND GRAIL, LLC (to be converted into GRAIL, INC.) DATED AS OF [ ]Separation and Distribution Agreement • May 6th, 2024 • Grail, LLC • Services-medical laboratories • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT is entered into as of [ ] (this “Agreement”), by and between Illumina, Inc., a Delaware corporation (“Illumina”), and GRAIL, LLC, a wholly owned subsidiary of Illumina and a Delaware limited liability company (“GRAIL LLC”), to be converted to a corporation and renamed GRAIL, Inc. prior to the Distribution Date (“GRAIL”). Illumina and GRAIL are each a “Party” and are sometimes referred to herein collectively as the “Parties”. References to GRAIL shall be deemed to include, for all periods prior to the GRAIL Conversion, GRAIL LLC. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
