Ciphergen Biosystems – Amendment No. 2 to Testing and Services Agreement (March 13th, 2017)
THIS AMENDMENT NO. 2 TO TESTING AND SERVICES AGREEMENT (this "Amendment") is made and entered into as of this 1st day of March, and effective March 11, 2017 or any other date mutually agreed by the Parties (the "Amendment Effective Date") by and between Quest Diagnostics Incorporated, a Delaware corporation ("Quest Diagnostics") on the one hand, and Vermillion, Inc., a Delaware corporation and ASPiRA Labs, a Delaware corporation and wholly owned subsidiary of Vermillion, Inc. (collectively "Vermillion") on the other hand, with respect to that certain Testing and Services Agreement dated as of March 11, 2015, and that certain Amendment No. 1 to Testing and Services Agreement dated as of April 10, 2015 (together, the "TSA"). Capitalized terms used and not otherwise defined herein are used with the meanings attributed to them in the TSA. All references to section numbers refer to section numbers in the TSA.
Ciphergen Biosystems – Securities Purchase Agreement (February 17th, 2017)
This SECURITIES PURCHASE AGREEMENT (this "Agreement") dated February 13, 2017, is entered into by and among (i) Vermillion, Inc., a Delaware corporation (the "Company"), and (ii) each investor listed on Schedule I (each, an "Investor" and, collectively, the "Investors").
Ciphergen Biosystems – Security Agreement (May 16th, 2016)
This SECURITY AGREEMENT (the "Agreement") is made and entered into this 14th day of March, 2016 by and between the STATE OF CONNECTICUT acting by and through its DEPARTMENT OF ECONOMIC AND COMMUNITY DEVELOPMENT, having an office and principal place of business located at 505 Hudson Street, Hartford, Connecticut 06106 (the "Secured Party") and VERMILLION INC, a Delaware corporation with an office and principal place of business located at 12117 Bee Caves Road, Building III, Suite 100, Austin, TX 78738 (the "Debtor").
Ciphergen Biosystems – Promissory Note (May 16th, 2016)
FOR VALUE RECEIVED, the undersigned, VERMILLION, INC., a Delaware corporation authorized to conduct business in the State of Connecticut, with an office and principal place of business located at 12117 Bee Caves Road, Building III, Suite 100, Austin, Texas 78738 (the "Applicant"), promises to pay to the order of the STATE OF CONNECTICUT, acting by and through its DEPARTMENT OF ECONOMIC AND COMMUNITY DEVELOPMENT ("State"), at its office at 505 Hudson Street, Hartford, Connecticut 06106 or at such other place as the holder hereof (including State, hereinafter referred to as "Holder") may designate, the sum of up to FOUR MILLION 00/100 DOLLARS ($4,000,000.00) or such lesser amount as may be due and payable to State under the terms and conditions of that certain Assistance Agreement of even date herewith by and between Applicant and State (the "Assistance Agreement"), the terms of which are incorporated by reference herein, together with interest on the unpaid balance of this Note at the r
Ciphergen Biosystems – ASSISTANCE AGREEMENT BY AND BETWEEN THE STATE OF CONNECTICUT ACTING BY THE DEPARTMENT OF ECONOMIC AND COMMUNITY DEVELOPMENT (An Equal Opportunity Employer) AND VERMILLION, INC. (May 16th, 2016)
This ASSISTANCE AGREEMENT (the "Agreement") is made and entered into by and between the STATE OF CONNECTICUT, (hereinafter the "State"), acting herein by Catherine Smith, its Commissioner of Economic and Community Development, (hereinafter the "Commissioner"), pursuant to Chapter 588l of the Connecticut General Statutes and VERMILLION, INC. (hereinafter the "Applicant" or "contractor") acting herein by Valerie P. Palmieri, its duly authorized President and CEO.
Ciphergen Biosystems – Patent Security Agreement (May 16th, 2016)
This PATENT SECURITY AGREEMENT, dated as of March_14, 2016, by VERMILLION, INC. (the "Grantor"), in favor of STATE OF CONNECTICUT, acting by and through its DEPARTMENT OF ECONOMIC AND COMMUNITY DEVELOPMENT, (the "Secured Party").