REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 9th, 2016 • Genomic Health Inc • Services-medical laboratories • New York
This Registration Rights Agreement (this “Agreement”) is made as of August 8, 2016, by and between Genomic Health, Inc., a Delaware corporation (the “Company”), and the persons listed on the attached Schedule A who are signatories to this Agreement (collectively, the “Investors”). Unless otherwise defined herein, capitalized terms used in this Agreement have the respective meanings ascribed to them in Section 1.
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 19th, 2017 • Genomic Health Inc • Services-medical laboratories • Delaware
This Indemnification Agreement (the “Agreement”), is dated as of , 20 between Genomic Health, Inc., a Delaware corporation (the “Corporation”), and (“Indemnitee”).
GENOMIC HEALTH, INC. 3,000,000 Shares of Common Stock, par value $0.0001 per share Underwriting AgreementGenomic Health Inc • May 22nd, 2007 • Services-medical laboratories • New York
Genomic Health, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 3,000,000 shares of Common Stock, par value $0.0001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 450,000 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are herein referred to as the “Stock”.
AGREEMENT AND PLAN OF MERGER By and Among EXACT SCIENCES CORPORATION SPRING ACQUISITION CORP. and GENOMIC HEALTH, INC. Dated as of July 28, 2019Agreement and Plan of Merger • July 30th, 2019 • Genomic Health Inc • Services-medical laboratories • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 28, 2019, is made by and among Exact Sciences Corporation, a Delaware corporation (“Parent”), Spring Acquisition Corp., a Delaware corporation and a direct or indirect wholly owned Subsidiary of Parent (“Merger Sub”), and Genomic Health, Inc., a Delaware corporation (the “Company”). Defined terms used in this Agreement have the respective meanings ascribed to them herein.
GENOMIC HEALTH, INC. Shares of Common Stock Underwriting AgreementGenomic Health Inc • July 15th, 2005 • New York
c/o J.P. Morgan Securities Inc. 277 Park Avenue New York, New York 10172 c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen:
VOTING AGREEMENTVoting Agreement • July 30th, 2019 • Genomic Health Inc • Services-medical laboratories • Delaware
This VOTING AGREEMENT, dated as of July 28, 2019 (this “Agreement”), is made and entered into by and among Exact Sciences Corporation, a Delaware Corporation (“Parent”), [·] (the “Advisor”), and the undersigned stockholder (the “Stockholder”) of Genomic Health, Inc., a Delaware corporation (the “Company”). Parent, Advisor and the Stockholder are referred to individually as a “Party” and collectively as the “Parties.” The Advisor and the Stockholder are referred to individually as a “Stockholder Party” and collectively as the “Stockholder Parties.”
THIRD AMENDMENT TO LEASELease • October 30th, 2019 • Genomic Health Inc • Services-medical laboratories
This Third Amendment to Lease (“Amendment”) is entered into, and dated for reference purposes, as of October 4, 2019 (the “Execution Date”) by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (“Landlord”), and GENOMIC HEALTH, INC., a Delaware corporation (“Tenant”), with reference to the following facts (“Recitals”):
FIRST AMENDMENT TO LEASETo Lease • March 9th, 2016 • Genomic Health Inc • Services-medical laboratories
This First Amendment to Lease (“Amendment”) is entered into, and dated for reference purposes, as of November 11, 2015 (the “Execution Date”) by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (“Landlord”), and GENOMIC HEALTH, INC., a Delaware corporation (“Tenant”), with reference to the following facts (“Recitals”):
PAGE ARTICLE ONE — BASIC LEASE PROVISIONS 1 1.01 BASIC LEASE PROVISIONS 1 1.02 ENUMERATION OF EXHIBITS & RIDER(S) 2 1.03 DEFINITIONS 2 ARTICLE TWO — PREMISES, TERM, FAILURE TO GIVE POSSESSION, COMMON AREAS AND PARKING 6 2.01 LEASE OF PREMISES 6 2.02...Lease • November 9th, 2009 • Genomic Health Inc • Services-medical laboratories • California
FORM OF PROMISSORY NOTE (Equipment) To Master Security Agreement No. _________Genomic Health Inc • July 15th, 2005 • Virginia
FOR VALUE RECEIVED, Genomic Health, Inc., a Delaware corporation, located at the address stated below (“Maker") promises, jointly and severally if more than one, to pay to the order of Oxford Finance Corporation or any subsequent holder hereof (each, a “Payee") at its office located at 133 N. Fairfax Street, Alexandria, VA 22314 or at such other place as Payee or the holder hereof may designate, the principal sum of Dollars ($ ), with interest on the unpaid principal balance, from the date hereof through and including the dates of payment, at a fixed interest rate of ( %) per annum. Maker shall make three (3) payments of interest only as follows:
VOTING AGREEMENTVoting Agreement • July 30th, 2019 • Genomic Health Inc • Services-medical laboratories • Delaware
This VOTING AGREEMENT, dated as of July 28, 2019 (this “Agreement”), is made and entered into by and among Exact Sciences Corporation, a Delaware Corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of Genomic Health, Inc., a Delaware corporation (the “Company”). Parent and the Stockholder are referred to individually as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT TO LEASELease • March 11th, 2011 • Genomic Health Inc • Services-medical laboratories
This First Amendment to Lease (“Amendment” or “First Amendment”) is entered into as of November 30, 2010 (the “Effective Date”) by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation, as Landlord (“Landlord”), and GENOMIC HEALTH, INC., a Delaware corporation, as Tenant (“Tenant”), with reference to the following facts (“Recitals”):
LEASE BETWEEN METROPOLITAN LIFE INSURANCE COMPANY (LANDLORD) AND GENOMIC HEALTH, INC. (TENANT) SEAPORT CENTRE Redwood City, CaliforniaWorkletter Agreement • October 30th, 2019 • Genomic Health Inc • Services-medical laboratories • California
AMENDMENT TO SUBLEASEGenomic Health Inc • July 15th, 2005
THIS AMENDMENT TO SUBLEASE (“Amendment”) is entered into as of October 29, 2003 between Corixa Corporation and its affiliates, a Delaware corporation (“Tenant”) and Genomic Health, Inc., a Delaware corporation (“Subtenant”).
SECOND AMENDMENT TO SUBLEASEGenomic Health Inc • July 15th, 2005
THIS SECOND AMENDMENT TO SUBLEASE (“Amendment”) is entered into as of January 31, 2005, between Corixa Corporation and its affiliates, a Delaware corporation (“Tenant”) and Genomic Health, Inc., a Delaware corporation (“Subtenant”).
Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Commission. PATENT LICENSE AGREEMENTPatent License Agreement • July 15th, 2005 • Genomic Health Inc • California
THIS LICENSE AGREEMENT, dated as of March 30, 2001, is entered into between INCYTE GENOMICS, a Delaware corporation, with offices at 3160 Porter Drive, Palo Alto, California 94303 (“Incyte”), and Genomic Health, Inc., a Delaware corporation with offices at 101 University Avenue, Suite 220, Palo Alto, California 94301 (“GHI”).
Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Commission. July 19, 2002Genomic Health Inc • July 15th, 2005
This letter amendment (“Second Amendment”) when signed on behalf of GHI as of the date hereof shall further amend the terms of the Original Agreement.
AMENDMENT TO THE LIFESEQ COLLABORATIVE AGREEMENTCollaborative Agreement • July 15th, 2005 • Genomic Health Inc • California
This Amendment to the LifeSeq Collaborative Agreement (the “LifeSeq Amendment”) effective as of December 21, 2001 (the “Amendment Effective Date”), is entered into by and between Incyte Genomics, Inc., a Delaware corporation, with a place of business at 3160 Porter Drive, Palo Alto, CA 94304 (“Incyte”) and Genomic Health, Inc., a Delaware corporation, with a place of business at 301 Penobscot Drive, Redwood City, CA 94063 (“GHI”).
AMENDMENT TO COLLABORATION AND TECHNOLOGY TRANSFER AGREEMENTCollaboration and Technology Transfer Agreement • July 15th, 2005 • Genomic Health Inc • California
This Amendment to Collaboration and Technology Transfer Agreement (the “Collaboration Amendment”) effective as of December 21, 2001 (the “Amendment Effective Date”), is entered into by and between Incyte Genomics, Inc., a Delaware corporation, with a place of business at 3160 Porter Drive, Palo Alto, CA 94304 (“Incyte”) and Genomic Health, Inc., a Delaware corporation, with a place of business at 301 Penobscot Drive, Redwood City, CA 94063 (“GHI”).
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.Confidential Treatment • March 14th, 2012 • Genomic Health Inc • Services-medical laboratories
Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Commission. COLLABORATION AND TECHNOLOGY TRANSFER AGREEMENTCollaboration and Technology Transfer Agreement • July 15th, 2005 • Genomic Health Inc • California
This Collaboration and Technology Transfer Agreement (the “Agreement”), effective as of March 30, 2001 (the “Effective Date”), is made by and between Genomic Health, Inc., a Delaware corporation, with a place of business at 101 University Ave, Suite 220, Palo Alto, CA 94301 (“GHI”) , and Incyte Genomics, Inc., a Delaware corporation, with a place of business at 3160 Porter Drive, Palo Alto, CA 94304 (“Incyte”).
THIRD AMENDMENT TO LEASELease • March 9th, 2016 • Genomic Health Inc • Services-medical laboratories
This Third Amendment to Lease (“Amendment”) is entered into, and dated for reference purposes, as of November 11, 2015 (the “Execution Date”) by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (“Landlord”), and GENOMIC HEALTH, INC., a Delaware corporation (“Tenant”), with reference to the following facts (“Recitals”):
MASTER SECURITY AGREEMENT No. 5081084 Dated as of March 30, 2005 (“Agreement”)Master Security Agreement • July 15th, 2005 • Genomic Health Inc • Virginia
THIS AGREEMENT is between Oxford Finance Corporation (together with its successors and assigns, if any, “Secured Party”) and Genomic Health, Inc. (“Debtor”). Secured Party has an office at 133 N. Fairfax Street, Alexandria, VA 22314. Debtor is a corporation organized and existing under the laws of the state of Delaware. Debtor’s mailing address and chief place of business is 301 Penobscot Drive, Redwood City, CA 94063.
LEASE BETWEEN METROPOLITAN LIFE INSURANCE COMPANY (LANDLORD) AND GENOMIC HEALTH, INC. (TENANT) SEAPORT CENTRE Redwood City, CaliforniaWorkletter Agreement • November 7th, 2013 • Genomic Health Inc • Services-medical laboratories • California
Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Commission. LIFESEQ COLLABORATIVE AGREEMENT between INCYTE GENOMICS, INC. And GENOMIC HEALTH, INC.Agreement • July 15th, 2005 • Genomic Health Inc • California
This Agreement is entered into as of this 30th day of March, 2001 (the “Effective Date”) by and between Genomic Health, Inc., a Delaware corporation (“GHI”), having its principal place of business at 101 University Ave., Suite 220, Palo Alto, CA 94301, and Incyte Genomics, Inc., a Delaware corporation (“Incyte”), having its principal place of business at 3160 Porter Drive, Palo Alto, CA 94304.
SUBLEASE AGREEMENTSublease Agreement • July 15th, 2005 • Genomic Health Inc • Washington
THIS SUBLEASE AGREEMENT (“Sublease Agreement’), effective June 1, 2001 is entered into by and between Corixa Corporation and its affiliates, a Delaware corporation (“Tenant”), having its principal place of business at 1124 Columbia Street, Suite 200, Seattle, Washington 98104, and Genomic Health, Inc., a Delaware corporation having its principal place of business after the Commencement Date at the Sublease Premises (“Subtenant”).
FIRST AMENDMENT TO LEASEWorkletter Agreement • November 6th, 2014 • Genomic Health Inc • Services-medical laboratories
This First Amendment to Lease (“Amendment”) is entered into, and dated for reference purposes, as of June 30, 2014 (the “Execution Date”) by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (“Metropolitan”), as Landlord (“Landlord”), and GENOMIC HEALTH, INC., a Delaware corporation (“Genomic”), as Tenant (“Tenant”), with reference to the following facts (“Recitals”):
FOURTH AMENDMENT TO LEASEFourth • October 30th, 2019 • Genomic Health Inc • Services-medical laboratories
This Fourth Amendment to Lease (“Amendment”) is entered into, and dated for reference purposes, as of October 4, 2019 (the “Execution Date”) by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (“Landlord”), and GENOMIC HEALTH, INC., a Delaware corporation (“Tenant”), with reference to the following facts (“Recitals”):
Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Commission. Amendment #3 to LifeSeq® Collaborative Agreement® Collaborative Agreement • July 15th, 2005 • Genomic Health Inc
This Amendment to the LifeSeq® Collaborative Agreement (this “Amendment”) is entered into as of October 25,2004 (the “Amendment Effective Date”) by and between Incyte Corporation (f/k/a Incyte Genomics, Inc.), a Delaware Corporation (“Incyte”) and Genomic Health, Inc., a Delaware corporation (“GHI”).
GENOMIC HEALTH, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT February 9, 2004Investors’ Rights Agreement • July 15th, 2005 • Genomic Health Inc • California
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of February 9, 2004, by and among Genomic Health, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor.”
PCR Patent License Agreement BY AND BETWEEN Roche Molecular Systems, Inc. AND Genomic Health, Inc.Patent License Agreement • July 15th, 2005 • Genomic Health Inc
SUBLEASESublease • May 9th, 2019 • Genomic Health Inc • Services-medical laboratories
THIS SUBLEASE (this “Sublease”), dated for reference purposes only as of November 30, 2018 (the “Execution Date”), is made by and between ACELRX PHARMACEUTICALS, INC., a Delaware corporation (“Sublandlord”), and GENOMIC HEALTH, INC., a Delaware corporation (“Subtenant”).
Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Commission. AMENDMENT TO THE PATENT LICENSE AGREEMENTPatent License Agreement • July 15th, 2005 • Genomic Health Inc • California
This Amendment to the Patent License Agreement (the “License Amendment”) effective as of December 21, 2001 (the “Amendment Effective Date”), is entered into by and between Incyte Genomics, Inc., a Delaware corporation, with a place of business at 3160 Porter Drive, Palo Alto, CA 94304 (“Incyte”) and Genomic Health, Inc., a Delaware corporation, with a place of business at 301 Penobscot Drive, Redwood City, CA 94063 (“GHI”).
