SUBSCRIPTION AND STOCK PURCHASE AGREEMENT by and among ONCOCYTE CORPORATION, as Buyer, ENCORE CLINICAL, INC., as Parent, and RAZOR GENOMICS INC., as the Company, Dated as of September 4, 2019Subscription and Stock Purchase Agreement • October 3rd, 2019 • OncoCyte Corp • In vitro & in vivo diagnostic substances • Delaware
This SUBSCRIPTION AND STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 4, 2019 by and among (i) OncoCyte Corporation, a California corporation (“Buyer”), (ii) Encore Clinical, Inc., a Delaware corporation (“Parent”), and (iii) Razor Genomics Inc., a Delaware corporation (the “Company”). Buyer, Parent and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
Development AgreementDevelopment Agreement • October 3rd, 2019 • OncoCyte Corp • In vitro & in vivo diagnostic substances • Delaware
This Development Agreement (“Agreement”), dated and effective as of September 30, 2019 (the “Effective Date”), is by and between Razor Genomics Inc., a Delaware corporation (“Razor”), OncoCyte Corporation, a California corporation (“OncoCyte”), and Encore Clinical, Inc., a Delaware corporation (“Encore”) (each of Razor, OncoCyte, and Encore, collectively, the “Parties,” or each, individually, a “Party”).
Sublicense and Distribution AgreementSublicense and Distribution Agreement • October 3rd, 2019 • OncoCyte Corp • In vitro & in vivo diagnostic substances • Delaware
This Sublicense and Distribution Agreement (“Agreement”), dated and effective as of September 30, 2019 (the “Effective Date”), is by and among Razor Genomics Inc., a Delaware corporation (“Sublicensor”), OncoCyte Corporation, a California corporation (“Sublicensee”), and Encore Clinical, Inc., a Delaware corporation (“Encore”). Sublicensor, Sublicensee and Encore may be referred to herein collectively as the “Parties” or individually as a “Party”.
LABORATORY AGREEMENTLaboratory Agreement • October 3rd, 2019 • OncoCyte Corp • In vitro & in vivo diagnostic substances • Delaware
THIS LABORATORY AGREEMENT (this “Agreement”) is made as of August 15, 2015 (the “Effective Date”) among Encore Clinical, Inc., a Delaware corporation (“Encore”), and Razor Genomics, Inc., a Delaware corporation (“Razor”). Each of Encore and Razor is hereinafter referred to as a “Party” and collectively as the “Parties”.
MINORITY HOLDER STOCK PURCHASE AGREEMENTMinority Holder Stock Purchase Agreement • October 3rd, 2019 • OncoCyte Corp • In vitro & in vivo diagnostic substances • Delaware
THIS MINORITY HOLDER STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September [●], 2019, by and between (i) OncoCyte Corporation, a California corporation (“Buyer”), and (ii) the individual named as the Minority Holder on the signature page hereto (the “Minority Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the SSPA (as defined below).
