SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN ILLUMINA, INC. AND GRAIL, LLC (to be converted into GRAIL, INC.) DATED AS OF June 21, 2024Separation and Distribution Agreement • June 24th, 2024 • Illumina, Inc. • Laboratory analytical instruments • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT is entered into as of June 21, 2024 (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.
TAX MATTERS AGREEMENT BY AND BETWEEN ILLUMINA, INC. AND GRAIL, LLC (to be converted into GRAIL, INC.) DATED AS OF June 21, 2024Tax Matters Agreement • June 24th, 2024 • Illumina, Inc. • Laboratory analytical instruments • Delaware
This Tax Matters Agreement (this “Agreement”) is entered into effective as of June 21, 2024, 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.
ContractStockholder and Registration Rights Agreement • June 24th, 2024 • Illumina, Inc. • Laboratory analytical instruments • Delaware
STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 21, 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”).
EMPLOYEE MATTERS AGREEMENT by and between ILLUMINA, INC. and GRAIL, LLC (to be converted into GRAIL, INC.) Dated as of June 21, 2024Employee Matters Agreement • June 24th, 2024 • Illumina, Inc. • Laboratory analytical instruments • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), is entered into as of June 21, 2024 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 • June 24th, 2024 • Illumina, Inc. • Laboratory analytical instruments
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 June 21, 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
