LUCIRA HEALTH, INC. (a Delaware corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2021 • Lucira Health, Inc. • In vitro & in vivo diagnostic substances • New York
ContractWarrant Agreement • March 31st, 2022 • Lucira Health, Inc. • In vitro & in vivo diagnostic substances • California
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO SECTION 11 HEREOF, AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 31st, 2022 • Lucira Health, Inc. • In vitro & in vivo diagnostic substances • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of February 4, 2022 and is entered into by and among LUCIRA HEALTH, INC., a Delaware corporation, and each of its Subsidiaries joined hereafter from time to time pursuant to Section 7.13 hereof (hereinafter collectively referred to as the “Borrower”), HERCULES CAPITAL, INC., a Maryland corporation (“Hercules”), SILICON VALLEY BANK, a California corporation (“SVB”), and the several banks and other financial institutions or entities from time to time parties to this Agreement (each, a “Lender”, and collectively, referred to as the “Lenders”) and Hercules, in its capacity as administrative agent and collateral agent for itself and the Lenders (in such capacity, the “Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • January 15th, 2021 • Lucira Health, Inc. • In vitro & in vivo diagnostic substances • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of ____________, is made by and between LUCRIA HEALTH, INC., a Delaware corporation (the “Company” or “Lucira” ), and ____________ (“Indemnitee” ).
LUCIRA HEALTH, INC.Employment Agreement • January 15th, 2021 • Lucira Health, Inc. • In vitro & in vivo diagnostic substances • California
You are currently employed by LUCIRA HEALTH, INC. (the “Company”) under the terms of an offer letter between you and the Company dated August 10, 2013 (the “Offer Letter”). The Company is amending and restating the terms of the Offer Letter to reflect your new employment terms as set forth in this employment agreement (the “Agreement”). Once you accept this Agreement by signing and returning it to the Company, this Agreement shall supersede and replace your Offer Letter in its entirety, and this Agreement shall then govern the terms of your employment with the Company.
OFFICE LEASE ARTICLE 1 BASIC LEASE PROVISIONSWorkletter Agreement • January 15th, 2021 • Lucira Health, Inc. • In vitro & in vivo diagnostic substances • California
PATENT LICENSE AGREEMENTPatent License Agreement • January 15th, 2021 • Lucira Health, Inc. • In vitro & in vivo diagnostic substances
THIS PATENT LICENSE AGREEMENT (this “Agreement”), dated as of this 15th day of July, 2020 (the “Effective Date”), by and between Eiken Chemical Co., Ltd., a corporation organized and existing under the laws of Japan with its principal place of business at 19-9, Taito 4-chome, Taito-ku, Tokyo, Japan (“Eiken”) and Lucira Health, Inc., a corporation organized and existing under the laws of Delaware with its principal place of business at 1412 62nd Street, Emeryville, CA 94608 U.S.A. (“Lucira”).
MANUFACTURING SERVICES AGREEMENT between JABIL INC., and LUCIRA HEALTH INC.Manufacturing Services Agreement • January 15th, 2021 • Lucira Health, Inc. • In vitro & in vivo diagnostic substances • Delaware
This Manufacturing Service Agreement (“Agreement”) is entered into as of September 10th, 2020 (“Effective Date”) by and between Jabil Inc., having its principal place of business at 10560 Dr. M.L. King Jr. Street North St. Petersburg, Florida 33716, on behalf of itself and its affiliates (“Jabil”), and Lucira Health, Inc. a Delaware corporation, (“Company”). Jabil and Company are referred to herein individually as “Party”, or collectively as “Parties”.
LUCIRA HEALTH, INC. STOCK OPTION AGREEMENTEquity Incentive Plan • February 1st, 2021 • Lucira Health, Inc. • In vitro & in vivo diagnostic substances
As reflected by your Stock Option Grant Notice (“Grant Notice”) Lucira Health, Inc. (the “Company”) has granted you an option under its 2021 Equity Incentive Plan (the “Plan”) to purchase a number of shares of Common Stock at the exercise price indicated in your Grant Notice (the “Option”). Capitalized terms not explicitly defined in this Agreement but defined in the Grant Notice or the Plan shall have the meanings set forth in the Grant Notice or Plan, as applicable. The terms of your Option as specified in the Grant Notice and this Stock Option Agreement constitute your Option Agreement.
Re:Employment AgreementAugust • November 12th, 2021 • Lucira Health, Inc. • In vitro & in vivo diagnostic substances • California
On behalf of Lucira Health, Inc. (the “Company”), I am pleased to offer you employment at the Company on the terms set forth in this offer letter agreement (the “Agreement”). As discussed, the terms of this Agreement govern with respect to your employment, which shall commence no later than August 16, 2021 (such actual date of your commencement of employment shall be referred to herein as the “Start Date”).
ASSET PURCHASE AGREEMENT by and between LUCIRA HEALTH, INC. and PFIZER INC. dated as of April 12, 2023Asset Purchase Agreement • April 18th, 2023 • Lucira Health, Inc. • In vitro & in vivo diagnostic substances • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 12, 2023 by and between Pfizer Inc., a Delaware corporation (“Buyer”) and Lucira Health, Inc., a Delaware corporation (“Seller”). Capitalized terms used but not defined in the context in which they are used shall have the respective meanings assigned to such terms in Section 12.14.
LUCIRA HEALTH, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 15th, 2021 • Lucira Health, Inc. • In vitro & in vivo diagnostic substances • Delaware
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”), is made as of the 7th day of August, 2020, by and among Lucira Health, Inc., a Delaware corporation (the “Company”), each of the investors listed on SCHEDULE A hereto, each of which is referred to in this Agreement as an “Investor”, and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
LUCIRA HEALTH, INC.Lucira Health, Inc. • September 20th, 2021 • In vitro & in vivo diagnostic substances
On behalf of Lucira Health, Inc. (the “Company”), I am pleased to offer you employment at the Company on the terms set forth in this offer letter agreement (the “Agreement”). As discussed, the terms of this Agreement govern with respect to your employment, which shall commence no later than September 20, 2021 (such actual date of your commencement of employment shall be referred to herein as the “Start Date”).
WARRANT TO PURCHASE STOCKLucira Health, Inc. • March 31st, 2022 • In vitro & in vivo diagnostic substances • California
This WARRANT TO PURCHASE STOCK (as it may be amended, amended and restated, or otherwise modified and in effect from time to time, this “Warrant”) is issued as of the issue date set forth on Schedule I hereto (the “Issue Date”) by the company set forth on Schedule I hereto (the “Company”) to SILICON VALLEY BANK in connection with that certain Loan and Security Agreement of even date herewith by and among Company, and each of its Subsidiaries joined hereafter from time to time pursuant to Section 7.13 thereto, HERCULES CAPITAL, INC., a Maryland corporation (“Hercules”), SILICON VALLEY BANK, and the several banks and other financial institutions or entities from time to time parties thereto (each, a “Lender”, and collectively, referred to as the “Lenders”) and Hercules, in its capacity as administrative agent and collateral agent for itself and the Lenders (in such capacity, the “Agent”) (as amended and/or modified and in effect from time to time, the “Loan Agreement”), and shall be tran
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 16th, 2022 • Lucira Health, Inc. • In vitro & in vivo diagnostic substances • California
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of March 2, 2022 (the “Amendment Effective Date”), is entered into by and among LUCIRA HEALTH, INC., a Delaware corporation, and each of its Subsidiaries joined hereafter from time to time pursuant to Section 7.13 of the Loan and Security Agreement (hereinafter collectively referred to as the “Borrower”), HERCULES CAPITAL, INC., a Maryland corporation (“Hercules”), Silicon Valley Bank, a California corporation, and the several banks and other financial institutions or entities from time to time parties to this Agreement (each, a “Lender”, and collectively, referred to as the “Lenders”), and Hercules , in its capacity as administrative agent and collateral agent
Distribution AgreementDistribution Agreement • March 31st, 2022 • Lucira Health, Inc. • In vitro & in vivo diagnostic substances
This Distribution Agreement (this “Agreement”) is made and entered into as of July 14, 2021 (the “Effective Date”) by and between Lucira Health, Inc., a corporation organized under the laws of Delaware, with offices at 1412 62nd Street, Emeryville, CA, United States 94608 (“Lucira”) and Switch Health Solutions Inc., a corporation organized under the laws of Ontario, with offices at 163 Sterling Road, Unit M, Toronto ON, Canada, M6R 2B2 (the “Distributor”), each a “Party” and collectively referred to as the “Parties”.
August 27, 2021 Ms. Kelly Lewis Brezoczky Re: Separation Agreement Dear Kelly:Lucira Health, Inc. • August 27th, 2021 • In vitro & in vivo diagnostic substances • California
This letter sets forth the substance of the separation agreement (the “Agreement”) that Lucira Health, Inc. (the “Company”) is offering to you to aid in your employment transition.
Amendment #1 to Distribution Agreement between Lucira Health, Inc. and Switch Health Solutions Inc.Distribution Agreement • March 31st, 2022 • Lucira Health, Inc. • In vitro & in vivo diagnostic substances
This Amendment #1 to Distribution Agreement (“Amendment”) which shall be made effective as of the date of last signature hereto (“Amendment Effective Date”) is made by and between Lucira Health, Inc. (“Lucira”) and Switch Health Solutions Inc. (“Distributor”). Lucira and Distributor are parties to that Distribution Agreement having an effective date of July 14, 2021 (“Distribution Agreement”). Lucira and Distributor wish to amend the Distribution Agreement as set forth herein. All capitalized terms not otherwise defined in this Amendment shall have the meanings given in the Distribution Agreement. In consideration of the promises and mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
LUCIRA HEALTH, INC.Employment Agreement • February 1st, 2021 • Lucira Health, Inc. • In vitro & in vivo diagnostic substances • California
On behalf of LUCIRA HEALTH, INC. (the “Company”), it is my pleasure to offer you the position of Chief Operating Officer. The terms of your new employment are set forth below in this employment agreement (the “Agreement”).
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 24th, 2023 • Lucira Health, Inc. • In vitro & in vivo diagnostic substances • Delaware
This AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of April 18, 2023, by and between Pfizer Inc., a Delaware corporation (“Buyer”), and Lucira Health, Inc., a Delaware corporation (“Seller”).
