Prometheus Biosciences, Inc. (a Delaware corporation) 4,545,455 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 9th, 2022 • Prometheus Biosciences, Inc. • Pharmaceutical preparations • New York
OPEN MARKET SALE AGREEMENTSMPrometheus Biosciences, Inc. • April 1st, 2022 • Pharmaceutical preparations • New York
ContractPrometheus Biosciences, Inc. • February 19th, 2021 • Pharmaceutical preparations • 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 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.
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • February 19th, 2021 • Prometheus Biosciences, Inc. • Pharmaceutical preparations • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 20__ by and between Prometheus Biosciences, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/ an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 19th, 2021 • Prometheus Biosciences, Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of January 24, 2020 (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 (each a “Lender” and collectively, the “Lenders”), and PROMETHEUS BIOSCIENCES, INC., a Delaware corporation (“Parent”) and PROMETHEUS LABORATORIES INC., a California corporation, each with offices located at 9410 Carroll Park Drive, San Diego, CA 92121 (individually and collectively, jointly and severally, “Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • January 15th, 2021 • Prometheus Biosciences, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of October 30, 2020 by and among Prometheus Biosciences, Inc., a Delaware corporation formerly known as Precision IBD, Inc. (the “Company”), and each of the investors listed on SCHEDULE A hereto, each of which is referred to in this Agreement as an “Investor.”
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 28th, 2020 • Prometheus Biosciences, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of March 27, 2020 by and among Prometheus Biosciences, Inc., a Delaware corporation formerly known as Precision IBD, Inc. (the “Company”), and each of the investors listed on SCHEDULE A hereto, each of which is referred to in this Agreement as an “Investor.”
AGREEMENT AND PLAN OF MERGER by and among PROMETHEUS BIOSCIENCES, INC., SPLASH MERGER SUB, INC. and MERCK & CO., INC. Dated as of April 15, 2023Agreement and Plan of Merger • April 17th, 2023 • Prometheus Biosciences, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 15, 2023, by and among Merck & Co., Inc., a New Jersey corporation (“Parent”), Splash Merger Sub, Inc. a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”), and Prometheus Biosciences, Inc., a Delaware corporation (the “Company”).
LEASE BY AND BETWEEN SNH MEDICAL OFFICE PROPERTIES TRUST LANDLORD AND PROMETHEUS BIOSCIENCES, INC. TENANT SAN DIEGO, CALIFORNIAPrometheus Biosciences, Inc. • May 13th, 2021 • Pharmaceutical preparations • California
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • February 19th, 2021 • Prometheus Biosciences, Inc. • Pharmaceutical preparations • California
THIS EXCLUSIVE LICENSE AGREEMENT (“Agreement”) is entered into as of this 22nd day of March, 2019 (“Effective Date”) by and between CEDARS-SINAI MEDICAL CENTER, a California nonprofit public benefit corporation (“CSMC”), with offices at 8700 Beverly Boulevard, Los Angeles, California 90048-1865, and PRECISION IBD, INC., a Delaware corporation (“Licensee”), with an address at 3525 Del Mar Heights Rd, #342, San Diego, California 92130.
SUBLEASE AGREEMENTSublease Agreement • February 19th, 2021 • Prometheus Biosciences, Inc. • Pharmaceutical preparations • California
THIS LEASE is made as of the 22nd day of June, 2005, by and between THE IRVINE COMPANY, a Delaware corporation hereafter called “Landlord,” and PROMETHEUS LABORATORIES INC., a California corporation, hereinafter called “Tenant.”
AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • August 11th, 2021 • Prometheus Biosciences, Inc. • Pharmaceutical preparations • California
This Amended and Restated Exclusive License Agreement (“Agreement”) is entered into as of August 6, 2021 (“A&R Effective Date”) by and between Cedars-Sinai Medical Center, a California nonprofit public benefit corporation (“CSMC”), with offices at 8700 Beverly Boulevard, Los Angeles, California 90048-1865, and Prometheus Biosciences, Inc., a Delaware corporation (“Licensee”), with offices at 9410 Carroll Park Drive, California 92121.
FIRST AMENDMENT TO LEASETo Lease • November 12th, 2021 • Prometheus Biosciences, Inc. • Pharmaceutical preparations
This First Amendment to Lease (this “First Amendment”) is entered into as of October 29, 2021, by and between SNH Medical Office Properties Trust, a Maryland real estate investment trust (“Landlord”), and Prometheus Biosciences, Inc., a Delaware corporation (“Tenant”).
LEASE (Single Tenant; Net) BETWEEN THE IRVINE COMPANY AND PROMETHEUS LABORATORIES INC.Lease • August 28th, 2020 • Prometheus Biosciences, Inc. • Pharmaceutical preparations • California
THIS LEASE is made as of the 22nd day of June, 2005, by and between THE IRVINE COMPANY, a Delaware corporation hereafter called “Landlord,” and PROMETHEUS LABORATORIES INC., a California corporation, hereinafter called “Tenant.”
February 17, 2021 Mark McKennaPrometheus Biosciences, Inc. • February 19th, 2021 • Pharmaceutical preparations • California
Prometheus Biosciences, Inc. (the “Company”) and you entered into that certain letter agreement dated August 7, 2019 (the “Original Agreement”). The Company and you desire to amend and restate the Original Agreement on the terms and conditions set forth in this letter agreement (this “Agreement”), effective immediately.
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. COMPANION DIAGNOSTICS...And Collaboration Agreement • February 19th, 2021 • Prometheus Biosciences, Inc. • Pharmaceutical preparations • New York
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. CO- DEVELOPMENT AND...Co-Development and Manufacturing Agreement • February 19th, 2021 • Prometheus Biosciences, Inc. • Pharmaceutical preparations
This CO-DEVELOPMENT AND MANUFACTURING AGREEMENT (this “Agreement”) is entered into as of July 30, 2020 (the “Effective Date”) by and between
February 17, 2021 Tim AndrewsPrometheus Biosciences, Inc. • February 19th, 2021 • Pharmaceutical preparations • California
Prometheus Biosciences, Inc. (the “Company”) and you entered into that certain letter agreement dated November 4, 2020 (the “Original Agreement”). The Company and you desire to amend and restate the Original Agreement on the terms and conditions set forth in this letter agreement (this “Agreement”), effective immediately.
February 17, 2021 Allison LuoPrometheus Biosciences, Inc. • February 19th, 2021 • Pharmaceutical preparations • California
Prometheus Biosciences, Inc. (the “Company”) and you entered into that certain letter agreement dated June 27, 2018 (the “Original Agreement”). The Company and you desire to amend and restate the Original Agreement on the terms and conditions set forth in this letter agreement (this “Agreement”), effective immediately.
February 17, 2021 Keith W. Marshall Prometheus Biosciences, Inc. San Diego, CA 92121 Dear Keith:Prometheus Biosciences, Inc. • February 19th, 2021 • Pharmaceutical preparations • California
Prometheus Biosciences, Inc. (the “Company”) and you entered into that certain letter agreement dated July 24, 2020 (the “Original Agreement”). The Company and you desire to amend and restate the Original Agreement on the terms and conditions set forth in this letter agreement (this “Agreement”), effective immediately.
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. LICENSE AGREEMENTLicense Agreement • February 19th, 2021 • Prometheus Biosciences, Inc. • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”) is entered into as of March 18, 2020 (the “Effective Date”) by and between Alloy Therapeutics, LLC, a Delaware limited liability company with offices located at 44 South Main Street, 2nd Floor, Hanover, NH 03755 (“ATX”), and Prometheus Biosciences INC, with its offices located at 9410 Carroll Park Drive, San Diego CA 92121 (“LICENSEE”). ATX and LICENSEE may each be referred to individually as a “Party”, and collectively as the “Parties”.
February 7, 2021 Mark Stenhouse Dear Mark:Letter Agreement • March 8th, 2021 • Prometheus Biosciences, Inc. • Pharmaceutical preparations • California
It is with great pleasure that we offer you the position with Prometheus Biosciences, Inc. (“Prometheus” or the “Company”). This letter agreement (this “Agreement”) sets forth the terms and conditions of your employment or services to the Company.
