Liposcience Inc Sample Contracts

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LIPOMED, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • March 1st, 2002 • Liposcience Inc • Delaware
LIPOMED, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • March 1st, 2002 • Liposcience Inc • Delaware
INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 1st, 2011 • Liposcience Inc • Services-medical laboratories • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of between LipoScience, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

LIPOMED, INC.
Investor Rights Agreement • March 1st, 2002 • Liposcience Inc • Delaware
5,000,000 Shares LIPOSCIENCE, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • January 10th, 2013 • Liposcience Inc • Services-medical laboratories • New York

LipoScience, Inc., a Delaware corporation (the “Company”), proposes to sell 5,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to 750,000 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.

Contract
Liposcience Inc • June 23rd, 2011 • Services-medical laboratories • 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 AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

Contract
Liposcience Inc • January 10th, 2013 • Services-medical laboratories • Delaware

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.

WITNESSETH:
Sublease Termination Agreement • September 17th, 2002 • Liposcience Inc • Services-medical laboratories
EMPLOYMENT AGREEMENT
Employment Agreement • July 1st, 2014 • Liposcience Inc • In vitro & in vivo diagnostic substances • North Carolina

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of March 22, 2013 (the “Effective Date”), by and between E. DUFFY MCDONALD (“Employee”) and LIPOSCIENCE, INC. (the “Company”). This Agreement supersedes and replaces in its entirety all prior offer letters, employment agreements and severance benefits rights agreements between the Company and Employee , including but not limited to that certain Agreement effective as of November 7, 2003 and that certain agreement dated May 14, 2011 (collectively, the "Prior Agreements"). However, this Agreement does not in any way replace or supersede the Confidentiality, Inventions and Non-Competition Agreement between the Company and the Employee dated November 14, 2003 which remains in full force and effect (the “Proprietary Agreement”).

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • January 10th, 2013 • Liposcience Inc • Services-medical laboratories

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of December 20, 2012 (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 and SQUARE 1 BANK, a North Carolina banking corporation with an office located at 406 Blackwell Street, Suite 240, Durham, NC 27701 (“Bank” or “Square 1”) (each a “Lender” and collectively, the “Lenders”), and LIPOSCIENCE, INC., a Delaware corporation with offices located at 2500 Sumner Boulevard, Raleigh, NC 27616 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:

LIPOSCIENCE, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • June 23rd, 2011 • Liposcience Inc • Services-medical laboratories • North Carolina

LipoScience, Inc. (the “Company”) granted to the individual named below an option to purchase certain shares of common stock of the Company pursuant to the LipoScience, Inc. Stock Option Plan, in the manner and subject to the provisions of this Option Agreement.

AGREEMENT AND PLAN OF MERGER Dated as of September 24, 2014 among Laboratory Corporation of America Holdings Bear Acquisition Corp. and LipoScience, Inc.
Agreement and Plan of Merger • September 25th, 2014 • Liposcience Inc • In vitro & in vivo diagnostic substances

This AGREEMENT AND PLAN OF MERGER, dated as of September 24, 2014 (this “Agreement”), is among Laboratory Corporation of America Holdings, a Delaware corporation (“Parent”), Bear Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and LipoScience, Inc., a Delaware corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 8.12.

PRODUCTION AGREEMENT
Production Agreement • April 27th, 2012 • Liposcience Inc • Services-medical laboratories • Delaware

THIS PRODUCTION AGREEMENT (the “Agreement”), effective as of June 26, 2009 (the “Effective Date”), by and between LIPOSCIENCE, INC., a Delaware corporation, (“LipoScience”) and KMC SYSTEMS, INC., a Delaware corporation (“KMC”). Capitalized terms used in this Agreement and not defined in this Agreement have the meaning given them in the Development Agreement.

SECURITY AGREEMENT
Security Agreement • March 1st, 2002 • Liposcience Inc • North Carolina
Contract
Liposcience Inc • June 23rd, 2011 • Services-medical laboratories • Delaware

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.

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PURCHASE AGREEMENT BETWEEN LIPOMED INC. OF RALEIGH, NC ("LIPOMED") AND BRUKER BIOSPIN CORPORATION OF BILLERICA, MA ("BRUKER")
Purchase Agreement • March 1st, 2002 • Liposcience Inc • Massachusetts
LIPOSCIENCE, INC. LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • June 23rd, 2011 • Liposcience Inc • Services-medical laboratories • North Carolina

This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of February 7, 2008, by and between Square 1 Bank (“Bank”) and LIPOSCIENCE, INC. (“Borrower”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 27th, 2013 • Liposcience Inc • In vitro & in vivo diagnostic substances • North Carolina

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on January 9, 2013, (the “Effective Date”), by and between ROBERT M. HONIGBERG, M.D. (“Employee”) and LIPOSCIENCE, INC. (the “Company”). This Agreement supersedes and replaces in its entirety all prior offer letters, employment agreements and severance benefits rights agreements between the Company and Employee (collectively, the “Prior Agreements”), including but not limited to the offer letter agreement dated September 24, 2011. However, this Agreement does not in any way replace or supersede the Confidentiality, Inventions and Non-Competition Agreement between the Company and the Employee dated September 24, 2011, which remains in full force and effect (the “Proprietary Agreement”).

LIPOSCIENCE, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • June 23rd, 2011 • Liposcience Inc • Services-medical laboratories • Delaware

LipoScience, Inc. (the “Company”), grants to the individual named below an option to purchase certain shares of common stock of the Company pursuant to the LipoScience, Inc. Stock Option Plan, in the manner and subject to the provisions of this Option Agreement.

VOTING AGREEMENT
Voting Agreement • September 25th, 2014 • Liposcience Inc • In vitro & in vivo diagnostic substances • Delaware

This VOTING AGREEMENT (this “Agreement”), dated as of September 24, 2014, is made by and between Laboratory Corporation of America Holdings, a Delaware corporation (“Parent”), and the undersigned holder (the “Stockholder”) of shares of common stock, par value $0.001 per share (the Common Stock”), of LipoScience, Inc., a Delaware corporation (the “Company”).

COLLABORATION AGREEMENT BY AND BETWEEN LIPOSCIENCE, INC. AND VARIAN, INC. DATED AS OF APRIL 22, 2005
Collaboration Agreement • September 30th, 2011 • Liposcience Inc • Services-medical laboratories • Delaware

THIS COLLABORATION AGREEMENT (the “Agreement”) dated as of April 22, 2005 (the “Effective Date”), is made by and between LIPOSCIENCE, INC., a corporation organized and existing under the laws of the State of Delaware having its offices at 2500 Sumner Boulevard, Raleigh, North Carolina 27616 (“LipoScience”), and VARIAN, INC., a corporation organized and existing under the laws of the State of Delaware having its offices at 3120 Hansen Way, Palo Alto, CA 94304 (“Varian”). LipoScience and Varian are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 13th, 2014 • Liposcience Inc • In vitro & in vivo diagnostic substances

THIS FOURTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into effective as of June 29, 2014, by and between 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 of the Loan Agreement (as defined below) or otherwise party thereto from time to time including Oxford in its capacity as a Lender and SQUARE 1 BANK, a North Carolina banking corporation with an office located at 406 Blackwell Street, Suite 240, Durham, NC 27701 (“Bank” or “Square 1”) (each a “Lender” and collectively, the “Lenders”) and LIPOSCIENCE, INC., a Delaware corporation with offices located at 2500 Sumner Boulevard, Raleigh, NC 27616 (“Borrower”).

AMENDMENT TO PRODUCTION AGREEMENT
Production Agreement • August 9th, 2013 • Liposcience Inc • In vitro & in vivo diagnostic substances

THIS AMENDMENT TO PRODUCTION AGREEMENT (the "Amendment") is made and entered into as of the 1st day of July, 2013 by and among KMC Systems, Inc., a Delaware corporation (“KMC"), and LipoScience, Inc., a Delaware corporation (“LipoScience”).

EXECUTIVE EMPLOYMENT AGREEMENT
Inventions and Non-Competition Agreement • January 22nd, 2014 • Liposcience Inc • In vitro & in vivo diagnostic substances • North Carolina

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of January 17, 2014, (the “Effective Date”), by and between HOWARD B. DORAN, JR. (“Executive”) and LIPOSCIENCE, INC. (the “Company”). This Agreement supersedes and replaces in its entirety all prior offer letters, employment agreements and severance benefits rights agreements between the Company and Executive, if any. Contemporaneously with this Agreement, Executive has entered into a Confidentiality, Inventions and Non-Competition Agreement, attached hereto as Attachment 1 (the “Proprietary Agreement”). Together, this Agreement and the Proprietary Agreement constitute Executive’s initial employment agreements with Company.

EMPLOYMENT AGREEMENT
Employment Agreement • March 27th, 2013 • Liposcience Inc • In vitro & in vivo diagnostic substances • North Carolina

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of March 26, 2013 (the “Effective Date”), by and between RICHARD O. BRAJER (“Employee”) and LIPOSCIENCE, INC. (the “Company”). This Agreement supersedes and replaces in its entirety all prior offer letters, employment agreements and severance benefits rights agreements between the Company and Employee, including but not limited to the agreement dated May 15, 2008 and the agreement dated February 6, 2003 (collectively, the “Prior Agreements”). However, this Agreement does not in any way replace or supersede the Confidentiality, Inventions and Non-Competition Agreement between the Company and the Employee dated February 13, 2003, which remains in full force and effect (the “Proprietary Agreement”).

Exhibit 10.11 February 1, 2001 Lucy Martindale 11107 Governors Drive Chapel Hill, North Carolina 27514 Dear Lucy: This letter sets forth the terms and conditions under which LipoMed, Inc. (the "Company") will engage you as an employee of the Company...
Liposcience Inc • March 1st, 2002 • North Carolina

This letter sets forth the terms and conditions under which LipoMed, Inc. (the "Company") will engage you as an employee of the Company effective as of March 1, 2001 and ending on March 1, 2002 (the "Initial Term") and shall automatically be renewed on a year-to-year basis on the same terms and conditions set forth in this letter (the "Renewal Term") unless terminated as provided herein or unless amended or modified by mutual agreement. You will serve as Chief Financial Officer for the Company. Your employment by the Company is conditioned on your agreement to the terms and conditions contained in this letter agreement and your execution of the Company's standard Nondisclosure, Inventions and Non-competition Agreement, a copy of which is attached.

FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 27th, 2012 • Liposcience Inc • Services-medical laboratories

This Fifth Amendment to Loan and Security Agreement is entered into as of March 29, 2012 (the “Amendment”) by and between SQUARE 1 BANK (“Bank”) and LIPOSCIENCE, INC. (“Borrower”).

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