Services-commercial physical & biological research Sample Contracts

Syneos Health, Inc.TENTH AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENT (February 18th, 2021)
AIkido Pharma Inc.AMENDED AND RESTATED UNDERWRITING AGREEMENT (February 18th, 2021)

The undersigned, H.C. Wainwright & Co., LLC (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of AIkido Pharma Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which H.C. Wainwright & Co., LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein. The Amended and Restated Underwriting Agreement amends, restates and supersedes in its entirety the prior underwriting dated as of February 16

Syneos Health, Inc.FIFTH AMENDMENT TO THE PURCHASE AND SALE AGREEMENT (February 18th, 2021)

THIS FIFTH AMENDMENT TO THE PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of January 28, 2021, is entered into among each of the entities listed on the signature pages hereto as an Originator (each an “Originator”, and collectively, the “Originators”), and SYNEOS HEALTH, LLC (f/k/a INC RESEARCH, LLC) (“Syneos Health”), as servicer (in such capacity, the “Servicer”) and SYNEOS HEALTH RECEIVABLES LLC (the “Buyer”).

Syneos Health, Inc.FIRST AMENDMENT TO THE PURCHASE AND SALE AGREEMENT (February 18th, 2021)

THIS FIRST AMENDMENT TO THE PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of January 2, 2019, is entered into among the VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO, as originators (each, an “Originator”; and collectively, the “Originators”), and SYNEOS HEALTH, LLC (f/k/a INC RESEARCH, LLC), as servicer (in such capacity, the “Servicer”) and SYNEOS HEALTH RECEIVABLES LLC (the “Buyer”).

Charles River Laboratories International, Inc.SUPPORT AGREEMENT (February 17th, 2021)

This Support Agreement (this “Agreement”) is dated as of February 17, 2021, by and among Charles River Laboratories International, Inc., a Delaware corporation (“Buyer”), and each of the equityholder(s) of Cognate BioServices, Inc., a Delaware corporation (the “Company”) listed on the signature pages hereto (each, a “Holder”). For purposes of this Agreement, Buyer and each Holder are each a “Party” and collectively the “Parties”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

Charles River Laboratories International, Inc.agreement and plan of merger BY AND AMONG CHARLES RIVER LABORATORIES INTERNATIONAL, INC., MEMPHIS MERGER SUB, INC., cognate bioservices, inc. AND THE SELLERS’ REPRESENTATIVE named HEREIN DATED AS OF February 17, 2021 (February 17th, 2021)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 17, 2021, by and among (i) Charles River Laboratories International, Inc., a Delaware corporation (“Buyer”), (ii) Memphis Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Buyer (“Merger Sub”), (iii) Cognate BioServices, Inc., a Delaware corporation (the “Company”), and (iv) Mercury Fund 2 Holdco LLC, solely in its capacity as the initial representative of the Company Shareholders (as defined below) (the “Sellers’ Representative”). Each of the above referenced parties is sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

GIC Private LTDExhibit A Joint Filing Agreement (February 12th, 2021)

In accordance with Rule 13d-1(k) promulgated under the U.S. Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Common Stock, par value $0.01 per share, of PPD, Inc., a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

H&F Corporate Investors VII, Ltd.JOINT FILING AGREEMENT (February 12th, 2021)

In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock of PPD, Inc. and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of February 12, 2021.

Bioanalytical Systems IncTHIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (February 10th, 2021)

THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of December 18, 2020, is entered into by and between BIOANALYTICAL SYSTEMS, INC., an Indiana corporation (“Borrower”), and FIRST INTERNET BANK OF INDIANA, an Indiana state bank (“Bank”).

Bioanalytical Systems IncAMENDED AND RESTATED EMPLOYMENT AGREEMENT (February 10th, 2021)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of December 29, 2020, by and between BIOANALYTICAL SYSTEMS, INC., an Indiana corporation (the “Company”), and ROBERT LEASURE, JR. (the “Executive”).

Incyte CorpFIRST AMENDMENT TO COLLABORATION AND LICENSE AGREEMENT (February 9th, 2021)

This First Amendment (“Amendment”) to the Collaboration and License Agreement, dated January 12, 2020 (“Agreement”) is effective as of July 17, 2020 (the “Effective Date”), by and between:

AIkido Pharma Inc.AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (February 3rd, 2021)

THIS AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (as amended through the date hereof and as may be amended or otherwise modified from time to time, this “Agreement”), is made as of the 29th day of January, 2021 by and among Convergent Therapeutics, Inc., a Delaware corporation (the “Company”), and the investors who become party hereto from time to time upon execution of a counterpart signature page (the “Purchaser Signature Page”) in substantially the form attached hereto as Exhibit A (each a “Purchaser” and collectively, the “Purchasers”).

Syneos Health, Inc.SYNEOS HEALTH, INC. 2018 Equity Incentive Plan Global Performance Restricted Stock Unit Award Agreement (January 21st, 2021)

This Global Performance Restricted Stock Unit Award Agreement including any special terms and conditions for the Participant’s country set forth in Appendix B, attached hereto (the Global Performance Restricted Stock Unit Agreement, the Appendix B and all other appendices attached hereto, collectively, the “Agreement”), is made by and between Syneos Health, Inc., a Delaware corporation (the “Company”), and [Participant Name] (the “Participant”), effective as of [Grant Date] (the “Date of Grant”).

Syneos Health, Inc.SYNEOS HEALTH, INC. 2018 Equity Incentive Plan Global Performance Restricted Stock Unit Award Agreement (January 21st, 2021)

This Global Performance Restricted Stock Unit Award Agreement including any special terms and conditions for the Participant’s country set forth in Appendix B, attached hereto (the Global Performance Restricted Stock Unit Agreement, the Appendix B and all other appendices attached hereto, collectively, the “Agreement”), is made by and between Syneos Health, Inc., a Delaware corporation (the “Company”), and [Participant Name] (the “Participant”), effective as of [Grant Date] (the “Date of Grant”).

PPD, Inc.CREDIT AGREEMENT DATED AS OF JANUARY 13, 2021 AMONG PPD, INC., AS BORROWER, PPD DEVELOPMENT, L.P., AS CO-BORROWER, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, COLLATERAL AGENT AND A L/C ISSUER, THE OTHER LENDERS AND L/C ISSUERS PARTY HERETO, AND ... (January 14th, 2021)

This CREDIT AGREEMENT is entered into as of January 13, 2021, among PPD, INC., a Delaware corporation (the “Borrower”), PPD DEVELOPMENT, L.P., a Delaware limited partnership (the “Co-Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each L/C Issuer party hereto , and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent and a L/C Issuer.

Exact Sciences CorpAMENDMENT TO AGREEMENT AND PLAN OF MERGER (January 5th, 2021)

This AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of December 23, 2020, by and among: (i) Exact Sciences Corporation, a Delaware corporation (“Parent”); (ii) Eagle Merger Sub I, Inc., a Delaware corporation and a wholly-owned, direct subsidiary of Parent (“First Merger Sub”); (iii) Eagle Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned, direct subsidiary of Parent (“Second Merger Sub” and with First Merger Sub, each a “Merger Sub” and together, the “Merger Subs”); (iv) Thrive Earlier Detection Corp., a Delaware corporation (the “Company”); and (v) Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Representative. Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Merger Agreement (as defined below).

Exact Sciences CorpSECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (January 5th, 2021)

This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of January 4, 2021, by and among: (i) Exact Sciences Corporation, a Delaware corporation (“Parent”); (ii) Eagle Merger Sub I, Inc., a Delaware corporation and a wholly-owned, direct subsidiary of Parent (“First Merger Sub”); (iii) Eagle Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned, direct subsidiary of Parent (“Second Merger Sub” and with First Merger Sub, each a “Merger Sub” and together, the “Merger Subs”); (iv) Thrive Earlier Detection Corp., a Delaware corporation (the “Company”); and (v) Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Representative. Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Merger Agreement (as defined below).

iSpecimen Inc.CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT (December 31st, 2020)

The undersigned investor (the “Investor”) acknowledges that it has received and reviewed certain information relating to an investment in iSpecimen Inc. (the “Company”), including the term sheet, investor presentation materials, and other information provided in writing to the undersigned Investor (the “Offering Materials”).

iSpecimen Inc.iSpecimen, Inc. Capital Commitment Agreement (December 31st, 2020)

Capital Commitment Agreement (the “Agreement”) made as of this September 1, 2012, by and between iSpecimen Inc., a Delaware corporation located at 275 Grove Street, Suite 2-400, Newton, Massachusetts 02466 (the “Company”), and Andrew L. Ross, an individual residing at 75 Myles Standish Road, Weston, MA 02493 and an investor in the Company (the “Investor”).

iSpecimen Inc.iSpecimen Inc. SERIES B PREFERRED STOCK PURCHASE AGREEMENT (December 31st, 2020)

This Series B Preferred Stock Purchase Agreement (this “Agreement”) is made as of August 22, 2014, by and among iSpecimen Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A attached to this Agreement, as such Exhibit A may be supplemented from time to time to add New Investors (each an “Investor” and collectively, the “Investors”).

iSpecimen Inc.Fourth Amendment to Note Subscription Agreements and Secured Promissory Notes (December 31st, 2020)

This Fourth Amendment to the Note Subscription Agreements and Secured Promissory Notes (this “Amendment”) is made and entered into and effective as of October 1, 2020 (the “Effective Amendment Date”), by and among iSpecimen Inc., a Delaware corporation (the “Company”), and those investors who are holders (the “Note Investors”) of the Company’s Secured Promissory Notes in the aggregate principal amount of $6,500,000 (as described below).

iSpecimen Inc.ISPECIMEN INC. INDEMNIFICATION AGREEMENT (December 31st, 2020)

This Indemnification Agreement (this “Agreement”) is made and entered into on <date>, by and between iSpecimen Inc., a Delaware corporation (the “Company”), and <name> (“Indemnitee”).

iSpecimen Inc.FOURTH OMNIBUS Amendment to UNSECURED CONVERTIBLE PROMISSORY NOTES and CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT (December 31st, 2020)

This Fourth Omnibus Amendment to Unsecured Convertible Promissory Notes and Convertible Note Subscription Agreement (this “Amendment”) is entered into this 29th day of September 2020, between iSpecimen Inc., a Delaware corporation (the “Company”), and Andrew L. Ross, Anna-Maria and Stephen Kellen Foundation, Inc., and OBF Investments, LLC (collectively, the “Lenders”).

iSpecimen Inc.Contract (December 31st, 2020)

BEDFORD STREET LLC 450 Bedford Street Lexington, Massachusetts 02024 Lease To iSPECIMEN, INC. THE SUBMISSION OF THIS LEASE FOR EXAMINATION, REVIEW, NEGOTIATION AND/OR SIGNATURE SHALL NOT CONSTITUTE AN OFFER OR AN OPTION TO LEASE OR A RESERVATION OF THE PREMISES AND IS SUBJECT TO WITHDRAWAL OR MODIFICATION AT ANY TIME BY EITHER PARTY. THIS LEASE SHALL BECOME EFFECTIVE AND BINDING ONLY IF AND WHEN IT SHALL BE EXECUTED AND DELIVERED BY BOTH LANDLORD AND TENANT.

iSpecimen Inc.iSpecimen Inc. Third Amendment to Note Subscription Agreements and Secured Promissory Notes Approved by the Board of Directors on June 2, 2020 (December 31st, 2020)

This Third Amendment to the Note Subscription Agreements and Secured Promissory Notes (this “Amendment”) is made and entered into and effective as of June 15, 2020, by and among iSpecimen Inc., a Delaware corporation (the “Company”), and those investors who are holders (the “Note Investors”) of the Company’s Secured Promissory Notes in the aggregate principal amount of $6,250,000 (as described below).

iSpecimen Inc.UNDERWRITING AGREEMENT between iSPECIMEN INC. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several Underwriters iSPECIMEN INC. (December 31st, 2020)

The undersigned, iSpecimen Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being a subsidiary or affiliates of iSpecimen Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

iSpecimen Inc.CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT (December 31st, 2020)

The undersigned investor (the “Investor”) acknowledges that it has received and reviewed certain information relating to an investment in iSpecimen Inc. (the “Company”), including the term sheet, investor presentation materials, and other information provided in writing to the undersigned Investor (the “Offering Materials”).

iSpecimen Inc.iSpecimen Inc. INVESTORS’ RIGHTS AGREEMENT (December 31st, 2020)

This Investors’ Rights Agreement (this “Agreement”) is made and entered into and effective as of August 22, 2014, by and among iSpecimen Inc., a Delaware corporation (the “Company”), the parties listed on Exhibit A attached hereto (the “Investors”) and the parties listed on Exhibit B attached hereto (the “Key Holders”). The Investors and the Key Holders are referred to collectively as the “Stockholders.”

iSpecimen Inc.SECOND OMNIBUS Amendment to UNSECURED CONVERTIBLE PROMISSORY NOTES and CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT (December 31st, 2020)

This Second Omnibus Amendment to Unsecured Convertible Promissory Notes and Convertible Note Subscription Agreement (this “Amendment”) is entered into this 1st day of May 2019, between iSpecimen Inc., a Delaware corporation (the “Company”), and Andrew L. Ross, Anna-Maria and Stephen Kellen Foundation, Inc., and OBF Investments, LLC (collectively, the “Lenders”).

iSpecimen Inc.OMNIBUS Amendment to UNSECURED CONVERTIBLE PROMISSORY NOTES and CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT (December 31st, 2020)

This Omnibus Amendment to Unsecured Convertible Promissory Notes and Convertible Note Subscription Agreement (this “Amendment”) is entered into this 3rd day of August, 2018, between iSpecimen Inc., a Delaware corporation (the “Company”), and Andrew L. Ross, Anna-Maria and Stephen Kellen Foundation, Inc., and OBF Investments, LLC (collectively, the “Lenders”).

iSpecimen Inc.iSpecimen Inc. NOTE SUBSCRIPTION AGREEMENT (December 31st, 2020)

The undersigned investor (the “Investor”) acknowledges that it has received and reviewed certain information relating to a loan to iSpecimen Inc. (the “Company”), including the term sheet, investor presentation materials, and other information provided in writing to the undersigned Investor (the “Offering Materials”).

iSpecimen Inc.THIRD OMNIBUS Amendment to UNSECURED CONVERTIBLE PROMISSORY NOTES and CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT (December 31st, 2020)

This Third Omnibus Amendment to Unsecured Convertible Promissory Notes and Convertible Note Subscription Agreement (this “Amendment”) is entered into this 15th day of November 2019, between iSpecimen Inc., a Delaware corporation (the “Company”), and Andrew L. Ross, Anna-Maria and Stephen Kellen Foundation, Inc., and OBF Investments, LLC (collectively, the “Lenders”).

iSpecimen Inc.Amendment to Note Subscription Agreements and Secured Promissory Notes (December 31st, 2020)

This Amendment to the Note Subscription Agreements and Secured Promissory Notes (this “Amendment”) is made and entered into and effective as of May 1, 2019, by and among iSpecimen Inc., a Delaware corporation (the “Company”), and those investors who are holders (the “Note Investors”) of the Company’s Secured Promissory Notes in the aggregate principal amount of $3,195,000 (as described below).

iSpecimen Inc.CONFIDENTIALITY, NON-COMPETITION AND ASSIGNMENT AGREEMENT (December 31st, 2020)

THIS Confidentiality, Non-Competition and Assignment Agreement (“Agreement”) is entered into by iSpecimen, Inc., a Delaware corporation (the “Company”) and _____________________ (“I” or “Employee”).

iSpecimen Inc.SERIES A PREFERRED STOCK SUBSCRIPTION AGREEMENT (December 31st, 2020)

The undersigned investor (the “Investor”) acknowledges that it has received and reviewed certain information relating to an investment in iSpecimen Inc. (the “Company” or the “Corporation”), including a Business Plan, Executive Summary, the outline of the terms of the Series A Preferred Stock attached hereto as Exhibit A (and including the actual terms of the Series A Preferred Stock attached as Exhibit A-1) for an issuance of up to $2.0 million in value of Series A Preferred Stock (the “Offering Materials”).