Foundation Medicine, Inc. Sample Contracts

Foundation Medicine, Inc. Common Stock Underwriting Agreement
Underwriting Agreement • September 12th, 2013 • Foundation Medicine, Inc. • Services-medical laboratories • New York

Foundation Medicine, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [•] additional shares (the “Optional Shares”) of Common Stock, par value $0.0001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

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AGREEMENT AND PLAN OF MERGER dated as of June 18, 2018 among FOUNDATION MEDICINE, INC., ROCHE HOLDINGS, INC. and 062018 MERGER SUBSIDIARY, INC.
Agreement and Plan of Merger • June 19th, 2018 • Foundation Medicine, Inc. • Services-medical laboratories • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of June 18, 2018 among Foundation Medicine, Inc., a Delaware corporation (the “Company”), Roche Holdings, Inc., a Delaware corporation (“Parent”), and 062018 Merger Subsidiary, Inc., a Delaware corporation and a wholly owned direct subsidiary of Parent (“Merger Subsidiary”).

LEASE AGREEMENT
Lease Agreement • May 3rd, 2016 • Foundation Medicine, Inc. • Services-medical laboratories

THIS LEASE AGREEMENT (this “Lease”) is made this 18th day of April, 2016, between ARE-7030 KIT CREEK, LLC, a Delaware limited liability company (“Landlord”), and FOUNDATION MEDICINE, INC., a Delaware corporation (“Tenant”).

Contract
Foundation Medicine, Inc. • July 29th, 2013 • Services-medical laboratories • Delaware

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.

TENDER AND SUPPORT AGREEMENT
Tender and Support Agreement • January 12th, 2015 • Foundation Medicine, Inc. • Services-medical laboratories • Delaware

TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of January 11, 2015 by and among Roche Holdings, Inc., a Delaware corporation (the “Investor”), and the entity listed on Schedule A hereto (the “VC Shareholder”).

AMENDED AND RESTATED SUPPLY, SERVICE, AND SUPPORT AGREEMENT
Service, and Support Agreement • September 18th, 2018 • Foundation Medicine, Inc. • Services-medical laboratories • New York

This Amended and Restated Supply, Service, and Support Agreement (this “Agreement”) is effective as of the date of last signature found below (the “Restatement Date”) between Illumina, Inc., a Delaware corporation having a place of business at 5200 Illumina Way, San Diego, CA 92122 (“Illumina”) and Foundation Medicine, Inc. (“FMI”) having a place of business at 150 Second Street, Cambridge, MA, 02141, on behalf of itself and its Ordering Affiliates (collectively, “Customer”), and amends and restates that certain Supply, Service, and Support Agreement dated July 25, 2013 (“Effective Date”) between Foundation Medicine, Inc. and Illumina, as amended (“Prior Agreement”). Upon execution, the terms of this Agreement shall supersede and control over the terms of the Prior Agreement. Customer and Illumina may be referred to herein as “Party” or “Parties.”

LABORATORY MASTER SERVICES AGREEMENT
Laboratory Master Services Agreement • August 27th, 2013 • Foundation Medicine, Inc. • Services-medical laboratories • New Jersey

This Master Agreement is entered into as of November 21, 2011 by and between Novartis Pharmaceuticals Corporation (“Novartis”), with an office at 59 Route 10, East Hanover, NJ 07936, and Foundation Medicine, Inc. (“Institution”), with an office at One Kendall Square, Suite B6501, Cambridge, MA 02139.

March 7, 2013 Jason Ryan
Letter Agreement • July 29th, 2013 • Foundation Medicine, Inc. • Services-medical laboratories • Massachusetts

This letter agreement (this “Agreement”) sets forth the terms and conditions of your continued employment with Foundation Medicine, Inc. (“Foundation Medicine” or “the Company”). Upon your execution of this Agreement, this Agreement shall be effective as of the date set forth above. This Agreement shall fully supersede all prior agreements between you and the Company relating to the subject matter herein including, without limitation, any prior offer letter or agreement, plan or arrangement relating to severance pay or benefits. Defined terms used in this Agreement may be found generally within the provisions of this Agreement or specifically in the section of this Agreement entitled “Definitions.”

MASTER ivd collaboration AGREEMENT
Master Ivd Collaboration Agreement • November 16th, 2016 • Foundation Medicine, Inc. • Services-medical laboratories • New York

THIS MASTER IVD COLLABORATION AGREEMENT (this “Agreement”) is made as of April 6, 2016 (the “Signing Date”) by and between Foundation Medicine, Inc., a Delaware Corporation, with a principal place of business at 150 Second Street, Cambridge, MA 02141 (“FMI”) and F. Hoffmann-La Roche Ltd, with a principal place of business at Grenzacherstrasse 124, 4070 Basel, Switzerland and Roche Molecular Systems, Inc., a Delaware corporation with a principal place of business at 4300 Hacienda Drive, Pleasanton, California 94588 (F. Hoffmann-La Roche Ltd and Roche Molecular Systems, Inc., considered together, “Roche”), wherein FMI and Roche are each a “Party” and, collectively “Parties”.

October 6, 2017 Cambridge Massachusetts 02141 VIA ELECTRONIC MAIL TEL 617.418.2200 FAX 617.418.2201
Foundation Medicine, Inc. • October 10th, 2017 • Services-medical laboratories • Massachusetts

On behalf of Foundation Medicine, Inc. (“Foundation Medicine” or “the Company”), I am very pleased to offer you employment with the Company in the position of Chief Commercial Officer.

LEASE Between 150 SECOND STREET, LLC as Landlord, and FOUNDATION MEDICINE, INC. as Tenant, For Premises located at: 150 Second Street Cambridge, Massachusetts
Lease Agreement • July 29th, 2013 • Foundation Medicine, Inc. • Services-medical laboratories

THIS LEASE AGREEMENT (this “Lease”) is made as of the 27th day of March 2013 (“Effective Date”), between 150 SECOND STREET, LLC, a Delaware limited liability company (“Landlord”), and FOUNDATION MEDICINE, INC., a Delaware corporation (“Tenant”).

INVESTOR RIGHTS AGREEMENT dated as of January 11, 2015 among FOUNDATION MEDICINE, INC., ROCHE HOLDINGS, INC. and THE OTHER STOCKHOLDERS PARTY HERETO (FOR THE LIMITED PURPOSES SET FORTH HEREIN)
Investor Rights Agreement • January 12th, 2015 • Foundation Medicine, Inc. • Services-medical laboratories • Delaware

INVESTOR RIGHTS AGREEMENT (this “Agreement”) dated as of January 11, 2015 among Foundation Medicine, Inc., a Delaware corporation (the “Company”), Roche Holdings, Inc., a Delaware corporation (the “Investor”), and, solely for the purposes of Section 2.02(f), Section 6.03(a) and Section 6.04 hereof, the stockholders listed on the signature pages hereto under the heading “Existing VC Investors” (each, an “Existing VC Investor”).

TRANSACTION AGREEMENT dated as of January 11, 2015 between ROCHE HOLDINGS, INC. and FOUNDATION MEDICINE, INC.
Transaction Agreement • January 12th, 2015 • Foundation Medicine, Inc. • Services-medical laboratories • Delaware

TRANSACTION AGREEMENT (this “Agreement”) dated as of January 11, 2015 between Roche Holdings, Inc., a Delaware corporation (the “Investor”), and Foundation Medicine, Inc., a Delaware corporation (the “Company”).

December 5, 2016 Michael Doherty
Foundation Medicine, Inc. • May 2nd, 2018 • Services-medical laboratories • Massachusetts

On behalf of Foundation Medicine, Inc. (“Foundation Medicine” or “the Company”), I am very pleased to offer you the position of Head of Product Development.

FOUNDATION MEDICINE, INC. FORM OF [DIRECTOR][OFFICER] INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 16th, 2013 • Foundation Medicine, Inc. • Services-medical laboratories • Delaware

This Indemnification Agreement (“Agreement”) is made as of by and between Foundation Medicine, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

SECOND AMENDMENT TO COLLABORATION AGREEMENT
Collaboration Agreement • August 3rd, 2016 • Foundation Medicine, Inc. • Services-medical laboratories

This Second Amendment (“Second Amendment”) to the Collaboration Agreement (the “Agreement”) by and between F. Hoffmann-La Roche Ltd, with an office and place of business at Grenzacherstrasse 124, 4070, Basel, Switzerland, and Hoffmann-La Roche Inc., with an office and place of business at 150 Clove Road, Suite 8, Little Falls, New Jersey 07424, U.S.A. (together, “Roche”), on the one hand, and Foundation Medicine, Inc., with an office and place of business at 150 Second Street, Cambridge, MA 02141, U.S.A. (“FMI”), on the other hand (each a “Party,” and collectively, the “Parties”), as such Agreement was amended by the First Amendment to the Collaboration Agreement dated April 6, 2016 (“First Amendment”), is entered into by and between the Parties and shall be considered effective as of the 16th of June, 2016 (the “Second Amendment Effective Date”). Capitalized terms used in this Second Amendment and not otherwise defined herein are used with the meanings ascribed to them in the Agreemen

LEASE Between 150 SECOND STREET, LLC as Landlord, and FOUNDATION MEDICINE, INC. as Tenant, For Premises located at: 150 Second Street Cambridge, Massachusetts
Lease Agreement • June 24th, 2013 • Foundation Medicine, Inc. • Services-medical laboratories

THIS LEASE AGREEMENT (this “Lease”) is made as of the 27th day of March 2013 (“Effective Date”), between 150 SECOND STREET, LLC, a Delaware limited liability company (“Landlord”), and FOUNDATION MEDICINE, INC., a Delaware corporation (“Tenant”).

AMENDMENT #1 TO SUPPLY, SERVICE, AND SUPPORT AGREEMENT
Foundation Medicine, Inc. • March 3rd, 2017 • Services-medical laboratories

Illumina, Inc., a Delaware corporation having a place of business at 5200 Illumina Way, San Diego, CA 92122 (“Illumina”) and Foundation Medicine Inc., having a place of business at 150 Second Street, Cambridge, MA 02141 (“Customer”), entered into that certain Supply, Service, and Support Agreement dated July 25, 2013 (“Agreement”). Customer and Illumina may be referred to herein as “Party” or “Parties.” The Parties desire to amend the Agreement by entering into this Amendment #1 (“Amendment #1”) as of the date of last signature below (“Amendment #1 Effective Date”).

Ex-US Commercialization Agreement
Commercialization Agreement • May 2nd, 2018 • Foundation Medicine, Inc. • Services-medical laboratories • New York

WHEREAS, FMI has certain products that it currently commercializes, and additional products that it would like to commercialize in the future, either by itself or through a collaborator;

FOUNDATION MEDICINE, INC. AMENDMENT TO SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • January 12th, 2015 • Foundation Medicine, Inc. • Services-medical laboratories • Delaware

This Amendment to Second Amended and Restated Investors’ Rights Agreement (this “Amendment”), is executed as of January 11, 2015, by the undersigned Investors (as defined herein) and Foundation Medicine, Inc., a Delaware corporation (the “Company”). Reference is hereby made to that certain Second Amended and Restated Investors’ Rights Agreement, dated as of June 20, 2013 (the “Existing Rights Agreement”), by and among the Company and the investors listed on Schedule A thereto (each, an “Investor”). Capitalized terms used herein that are not otherwise defined shall have the meaning ascribed thereto in the Existing Rights Agreement.

LEASE
Lease • July 29th, 2013 • Foundation Medicine, Inc. • Services-medical laboratories • Massachusetts

THIS LEASE (“Lease”) is dated as of February 4, 2013 (“Effective Date”) between the Landlord and the Tenant named below, and is of space in the Building described below.

Collaboration Agreement
Collaboration Agreement • February 2nd, 2015 • Foundation Medicine, Inc. • Services-medical laboratories • New York

with an office and place of business at 150 Clove Road, Suite 8, Little Falls, New Jersey 07424, U.S.A. (“Roche US”; Roche Basel and Roche US together referred to as “Roche”)

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SECOND AMENDMENT TO EX-US COMMERCIALIZATION AGREEMENT
Commercialization Agreement • March 7th, 2018 • Foundation Medicine, Inc. • Services-medical laboratories • New York

This Second Amendment to Ex-US Commercialization Agreement (“Second Amendment”), effective as of October 10, 2017 (“Second Amendment Effective Date”), is by and between F. Hoffmann-La Roche Ltd, with an office and place of business at Grenzacherstrasse 124, 4070, Basel, Switzerland (“Roche”) and Foundation Medicine, Inc., with an office and place of business at 150 Second Street, Cambridge, MA 02141, U.S.A. (“FMI”) (each a “Party,” and collectively, the “Parties”), and amends that certain Ex-US Commercialization Agreement, by and between the Parties, effective as of April 7, 2015, as amended by the First Amendment to Ex-US Commercialization Agreement, effective as of May 9, 2016 (collectively, the “Agreement”). Capitalized terms used in this Second Amendment and not otherwise defined herein are used with the meanings ascribed to them in the Agreement.

AMENDED AND RESTATED SUPPLY, SERVICE, AND SUPPORT AGREEMENT
And Support Agreement • August 9th, 2018 • Foundation Medicine, Inc. • Services-medical laboratories • New York

This Amended and Restated Supply, Service, and Support Agreement (this “Agreement”) is effective as of the date of last signature found below (the “Restatement Date”) between Illumina, Inc., a Delaware corporation having a place of business at 5200 Illumina Way, San Diego, CA 92122 (“Illumina”) and Foundation Medicine, Inc. (“FMI”) having a place of business at 150 Second Street, Cambridge, MA, 02141, on behalf of itself and its Ordering Affiliates (collectively, “Customer”), and amends and restates that certain Supply, Service, and Support Agreement dated July 25, 2013 (“Effective Date”) between Foundation Medicine, Inc. and Illumina, as amended (“Prior Agreement”). Upon execution, the terms of this Agreement shall supersede and control over the terms of the Prior Agreement. Customer and Illumina may be referred to herein as “Party” or “Parties.”

Execution Date: March 11, 2015 Tenant: Foundation Medicine, Inc., a Delaware corporation Tenant’s Address: 150 Second Street, First Floor Cambridge, Massachusetts 02141 Landlord: BCSP Cambridge Ten Property LLC, a Delaware limited liability company...
Foundation Medicine, Inc. • March 12th, 2015 • Services-medical laboratories • Massachusetts

THIS DEED OF LEASE between Landlord and Tenant named in Exhibit 1 is entered into on the Execution Date as stated in Exhibit 1.

One Kendall Square, Suite B3501 Cambridge Massachusetts 02139 TEL 617.418.2200 FAX 617.418.2201
Letter Agreement • September 12th, 2013 • Foundation Medicine, Inc. • Services-medical laboratories • Massachusetts

This letter agreement (this “Agreement”) sets forth the terms and conditions of your continued employment with Foundation Medicine, Inc. (“Foundation Medicine” or “the Company”). Upon your execution of this Agreement, this Agreement shall be effective as of the date set forth above. This Agreement shall fully supersede all prior agreements between you and the Company relating to the subject matter herein including, without limitation, any prior offer letter or agreement, plan or arrangement relating to severance pay or benefits. Defined terms used in this Agreement may be found generally within the provisions of this Agreement or specifically in the section of this Agreement entitled “Definitions.”

SECOND AMENDMENT TO LABORATORY MASTER SERVICES AGREEMENT
Laboratory Master Services Agreement • January 7th, 2014 • Foundation Medicine, Inc. • Services-medical laboratories

This Second Amendment (“Second Amendment”), which shall be considered effective as of the 1st of October, 2013 (the “Second Amendment Effective Date”), is entered into by and between Novartis Pharmaceuticals Corporation (“Novartis”), with an office at 59 Route 10, East Hanover, New Jersey 07936, and Foundation Medicine, Inc. (“Institution”), with an office at 150 Second Street, Cambridge, MA 02141, and amends the Laboratory Master Services Agreement dated November 21, 2011 (referred to herein as the “Master Agreement”) as amended by the First Amendment to Laboratory Master Services Agreement dated May 29, 2012 (referred to together herein as the “First Amended Master Agreement”). The First Amended Master Agreement as amended by this Second Amendment shall be referred to herein as the “Agreement” or the “Second Amended Master Agreement.” Capitalized terms used in this Second Amendment and not otherwise defined herein are used with the meanings ascribed to them in the First Amended Maste

FIRST AMENDMENT TO COLLABORATION AGREEMENT
Collaboration Agreement • August 3rd, 2016 • Foundation Medicine, Inc. • Services-medical laboratories

This First Amendment (“First Amendment”) to the Collaboration Agreement (the “Agreement”) by and between F. Hoffmann-La Roche Ltd, with an office and place of business at Grenzacherstrasse 124, 4070, Basel, Switzerland, and Hoffmann-La Roche Inc., with an office and place of business at 150 Clove Road, Suite 8, Little Falls, New Jersey 07424, U.S.A. (together, “Roche”), on the one hand, and Foundation Medicine, Inc., with an office and place of business at 150 Second Street, Cambridge, MA 02141, U.S.A. (“FMI”), on the other hand (each a “Party,” and collectively, the “Parties”), is entered into by and between the Parties and shall be considered effective as of the 6th of April, 2016 (the “First Amendment Effective Date”). Capitalized terms used in this First Amendment and not otherwise defined herein are used with the meanings ascribed to them in the Agreement.

Ex-US Commercialization Agreement
Commercialization Agreement • August 24th, 2015 • Foundation Medicine, Inc. • Services-medical laboratories • New York

WHEREAS, FMI has certain products that it currently commercializes, FoundationOne® and FoundationOne® Heme, and would like to commercialize, either by itself or through a collaborator, additional products in the future; and

FIRST AMENDMENT TO EX-US COMMERCIALIZATION AGREEMENT
Commercialization Agreement • August 3rd, 2016 • Foundation Medicine, Inc. • Services-medical laboratories

This First Amendment (“First Amendment”) to the Ex-US Commercialization Agreement (the “Agreement”), effective April 7, 2015, by and between F. Hoffmann-La Roche Ltd, with an office and place of business at Grenzacherstrasse 124, 4070, Basel, Switzerland ( “Roche”), on the one hand, and Foundation Medicine, Inc., with an office and place of business at 150 Second Street, Cambridge, MA 02141, U.S.A. (“FMI”), on the other hand (each a “Party,” and collectively, the “Parties”), is entered into by and between the Parties on May 9, 2016 and shall be considered effective as of April 7, 2016 (the “First Amendment Effective Date”). Capitalized terms used in this First Amendment and not otherwise defined herein are used with the meanings ascribed to them in the Agreement.

US Education Collaboration Agreement
Education Collaboration Agreement • February 2nd, 2015 • Foundation Medicine, Inc. • Services-medical laboratories • New York

WHEREAS, FMI has or is developing platforms for use in genomic testing, and has expertise in comprehensive genomic profiling and next generation sequencing technology; and

CONSENT TO ASSIGNMENT
Assignment • October 5th, 2016 • Foundation Medicine, Inc. • Services-medical laboratories

This Consent to Assignment (this “Consent”) is made as of September 30, 2016, by ARE-MA REGION NO. 50, LLC, a Delaware limited liability company, having an address of 385 East Colorado Boulevard, Suite 299, Pasadena, California 91101 (“Landlord”), to BLUEBIRD BIO, INC., a Delaware corporation, having an address of 150 Second Street, First Floor, Cambridge, MA 02141 (“Bluebird”), and FOUNDATION MEDICINE, INC., a Delaware corporation, having an address of 150 Second Street, Cambridge, MA 02141 (“Assignee”), with reference to the following Recitals.

Amended and Restated Ex-US Commercialization Agreement
Commercialization Agreement • July 18th, 2018 • Foundation Medicine, Inc. • Services-medical laboratories • New York

WHEREAS, FMI has certain products that it currently commercializes, and additional products that it would like to commercialize in the future, either by itself or through a collaborator;

THIRD AMENDMENT TO COLLABORATION AGREEMENT
Collaboration Agreement • November 2nd, 2016 • Foundation Medicine, Inc. • Services-medical laboratories

This Third Amendment (“Third Amendment”) to the Collaboration Agreement (the “Agreement”) by and between F. Hoffmann-La Roche Ltd, with an office and place of business at Grenzacherstrasse 124, 4070, Basel, Switzerland, and Hoffmann-La Roche Inc., with an office and place of business at 150 Clove Road, Suite 8, Little Falls, New Jersey 07424, U.S.A. (together, “Roche”), on the one hand, and Foundation Medicine, Inc., with an office and place of business at 150 Second Street, Cambridge, MA 02141, U.S.A. (“FMI”), on the other hand (each a “Party,” and collectively, the “Parties”), as such Agreement was amended by the First Amendment to the Collaboration Agreement dated April 6, 2016 (“First Amendment”) and the Second Amendment to the Collaboration Agreement dated June 16, 2016, is entered into by and between the Parties and shall be considered effective as of the 25th of July, 2016 (the “Third Amendment Effective Date”). Capitalized terms used in this Third Amendment and not otherwise de

TAX SHARING AGREEMENT
Tax Sharing Agreement • January 12th, 2015 • Foundation Medicine, Inc. • Services-medical laboratories • Delaware

TAX SHARING AGREEMENT (the “Agreement”) dated as of January 11, 2015, and effective as of the Effective Date (as defined in Section 15.01 of this Agreement), by and between Roche Holdings, Inc., a Delaware corporation, hereinafter referred to as “RHI”, and Foundation Medicine, Inc., a Delaware corporation, hereinafter referred to as “HERMES”.

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