|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/23/19 Exagen Inc. S-1 51:8.5M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: S-1 Registration Statement (General Form) HTML 1.59M 2: EX-1.1 Underwriting Agreement HTML 155K 3: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 136K 4: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 51K 5: EX-3.3 Articles of Incorporation/Organization or By-Laws HTML 34K 6: EX-3.4 Articles of Incorporation/Organization or By-Laws HTML 151K 7: EX-4.2 Instrument Defining the Rights of Security Holders HTML 118K 8: EX-4.3 Instrument Defining the Rights of Security Holders HTML 108K 9: EX-4.4 Instrument Defining the Rights of Security Holders HTML 37K 10: EX-4.5 Instrument Defining the Rights of Security Holders HTML 38K 11: EX-4.6 Instrument Defining the Rights of Security Holders HTML 49K 12: EX-4.7 Instrument Defining the Rights of Security Holders HTML 47K 13: EX-4.8 Instrument Defining the Rights of Security Holders HTML 47K 14: EX-4.9 Instrument Defining the Rights of Security Holders HTML 51K 15: EX-10.1 Material Contract HTML 61K 24: EX-10.10 Material Contract HTML 181K 25: EX-10.11 Material Contract HTML 27K 26: EX-10.12 Material Contract HTML 32K 27: EX-10.13 Material Contract HTML 35K 28: EX-10.14 Material Contract HTML 21K 29: EX-10.15 Material Contract HTML 19K 30: EX-10.16 Material Contract HTML 22K 31: EX-10.17 Material Contract HTML 113K 32: EX-10.18 Material Contract HTML 68K 33: EX-10.19 Material Contract HTML 39K 16: EX-10.2 Material Contract HTML 68K 34: EX-10.20 Material Contract HTML 33K 35: EX-10.21 Material Contract HTML 155K 36: EX-10.22 Material Contract HTML 58K 37: EX-10.23 Material Contract HTML 206K 38: EX-10.24 Material Contract HTML 195K 39: EX-10.25 Material Contract HTML 19K 40: EX-10.26 Material Contract HTML 223K 41: EX-10.27 Material Contract HTML 17K 42: EX-10.28 Material Contract HTML 17K 43: EX-10.29 Material Contract HTML 18K 17: EX-10.3 Material Contract HTML 89K 44: EX-10.30 Material Contract HTML 261K 45: EX-10.31 Material Contract HTML 94K 46: EX-10.32 Material Contract HTML 246K 47: EX-10.33 Material Contract HTML 23K 48: EX-10.34 Material Contract HTML 78K 49: EX-10.35 Material Contract HTML 20K 18: EX-10.4 Material Contract HTML 68K 19: EX-10.5 Material Contract HTML 111K 20: EX-10.6 Material Contract HTML 34K 21: EX-10.7 Material Contract HTML 195K 22: EX-10.8 Material Contract HTML 43K 23: EX-10.9 Material Contract HTML 38K 51: EX-23.1 Consent of Experts or Counsel HTML 13K 50: EX-16.1 Letter re: Change in Certifying Accountant HTML 14K
| EX-10.15 |
Exhibit 10.15
AMENDMENT NO. FIVE TO ASSET PURCHASE AGREEMENT
This Amendment No. Five is made as of this 26th day of January, 2016 by and among Royalty Pharma Collection Trust, a Delaware statutory trust (“Seller”), as assignee of Cypress Bioscience, Inc., a Delaware corporation, Proprius, Inc., a Delaware corporation (“Subsidiary”), and Exagen Diagnostics, Inc., a Delaware corporation (“Purchaser” and, collectively with Seller and Subsidiary, the “Parties”), the parties to that certain Asset Purchase Agreement, dated as of October 8, 2010, by and among the Parties, as amended by Amendment No. One thereto dated March 10, 2011, Amendment No. Two thereto dated August 21, 2012, Amendment No. Three thereto dated February 6, 2013 and Amendment No. Four thereto dated October 8, 2013 (the “Agreement”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Agreement.
RECITALS
WHEREAS, pursuant to the terms of the Agreement, at the Closing, Purchaser purchased the Diagnostic Business from Seller and Subsidiary; and
WHEREAS, the Parties now desire to amend the timing for payment of certain Milestones.
AMENDMENT
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which being hereby acknowledged, the Parties hereby agree as follows:
1. Amendment and Restatement of Section 1.3(d)(iv). Section 1.3(d)(iv) of the Agreement is amended and restated to read as follows:
“(iv) within thirty (30) days after the end of the month in which the CB-CAPS Annual Sales Milestone is first achieved, Purchaser will pay to Seller the sum of $1,000,000, and within ninety-two (92) days after the end of the month in which the CB-CAPS Annual Sales Milestone is first achieved, Purchaser with pay to Seller an additional sum of $1,000,000;”
2. Miscellaneous. Except as expressly amended hereby, the Agreement and the Ancillary Agreements shall remain in full force and effect in accordance with the terms thereof. This Amendment No. Five will be construed in accordance with, and governed in all respects by, the laws of the State of California (without giving effect to principles of conflicts of law) and may be executed in several counterparts, each of which will constitute an original and all of which, when taken together, will constitute one agreement.
3. Trustee Capacity of Wilmington Trust Company. Notwithstanding anything contained herein to the contrary, it is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely in its trustee capacity, in the exercise of the powers and authority conferred and vested in it under the Amended and Restated Trust Agreement dated as of August 9, 2011,
among State Street Custodial Services (Ireland) Limited, as Trustee of Royalty Pharma Select, and Wilmington Trust Company, as owner trustee of Seller, (ii) each of the representations, undertakings and agreements herein made on the part of Seller is made and intended not as a personal representation, undertaking and agreement by Wilmington Trust Company but is made and intended for the purpose of binding only Seller and (iii) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of Seller or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by Seller under this Agreement or any related documents.
[Signature Page Follows]
The Parties have caused this Amendment No. Five to be executed as of the date first written above.
| ROYALTY PHARMA COLLECTION TRUST | ||
| By: | Wilmington Trust Company, not in its individual capacity but solely in its capacity as owner trustee | |
| By: | /s/ Erwin M. Soriano | |
| Name: | Erwin M. Soriano | |
| Title: | Vice President | |
| EXAGEN DIAGNOSTICS, INC. | ||
| By: | ||
| Name: | Fortunato Ron Rocca | |
| Title: | President and Chief Executive Officer | |
[Signature Page to Amendment No. Five to Asset Purchase Agreement]
| This ‘S-1’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/23/19 | None on these Dates | ||
| 10/8/13 | ||||
| 2/6/13 | ||||
| 8/21/12 | ||||
| 8/9/11 | ||||
| 3/10/11 | ||||
| 10/8/10 | ||||
| List all Filings | ||||