0000912057-14-000468.txt : 20150109 0000912057-14-000468.hdr.sgml : 20150109 20141210210903 ACCESSION NUMBER: 0000912057-14-000468 CONFORMED SUBMISSION TYPE: DRS/A PUBLIC DOCUMENT COUNT: 19 FILED AS OF DATE: 20141211 20150109 DATE AS OF CHANGE: 20141224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Invitae Corp CENTRAL INDEX KEY: 0001501134 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 271701898 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DRS/A SEC ACT: 1933 Act SEC FILE NUMBER: 377-00834 FILM NUMBER: 141279352 BUSINESS ADDRESS: STREET 1: 458 BRANNAN STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: (415) 992-8173 MAIL ADDRESS: STREET 1: 458 BRANNAN STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 FORMER COMPANY: FORMER CONFORMED NAME: InVitae Corp DATE OF NAME CHANGE: 20121105 FORMER COMPANY: FORMER CONFORMED NAME: Locus Development Inc DATE OF NAME CHANGE: 20100910 DRS/A 1 filename1.htm

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Invitae Corporation

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Confidential Draft Submission No. 2 as submitted to the Securities and Exchange Commission confidentially on December 11, 2014. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

Registration No. 333-               


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


INVITAE CORPORATION
(Exact name of registrant as specified in its charter)


Delaware   8071   27-1701898
(State or other jurisdiction of
incorporation or organization)		   (Primary Standard Industrial
Classification Code Number)		   (I.R.S. Employer
Identification No.)

458 Brannan Street
San Francisco, California 94107
(415) 374-7782
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)


Randal W. Scott, Ph.D.
Chief Executive Officer
Invitae Corporation
458 Brannan Street
San Francisco, California 94107
(415) 374-7782
(Name, address, including zip code, and telephone number, including area code, of agent for service)


Copies to:

Mike Hird
Gabriella A. Lombardi
Patty M. DeGaetano
Pillsbury Winthrop Shaw Pittman LLP
2550 Hanover Street
Palo Alto, California 94304		   Lee Bendekgey
Chief Financial Officer and General Counsel
Invitae Corporation
458 Brannan Street
San Francisco, California 94107		   Charles S. Kim
David Peinsipp
Andrew S. Williamson
Cooley LLP
4401 Eastgate Mall
San Diego, California 92121


Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý
 (Do not check if a smaller
reporting company)		   Smaller reporting company o


CALCULATION OF REGISTRATION FEE

       
 
Title of each class of
securities to be registered
   Proposed maximum
aggregate
offering price(1)(2)
   Amount of
registration fee
 

Common Stock, $0.0001 par value per share

  $   $

 

(1)   Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2)   Includes the aggregate offering price of shares that the underwriters have the option to purchase.


The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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Subject to completion, dated                             , 2014

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

Preliminary prospectus

                    shares

LOGO

Common stock

This is an initial public offering of shares of common stock by Invitae Corporation. We are offering                               shares of our common stock to be sold in the offering. The initial public offering price is expected to be between $              and $              per share.

Prior to this offering, there has been no public market for our common stock. We intend to apply to list our common stock on the New York Stock Exchange under the symbol "NVTA."

We are an "emerging growth company" as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements.

   
 
   Per share
   Total
  
   

Initial public offering price

   $     $    

Underwriting discounts and commissions(1)

  
$		  
$		  

Proceeds to Invitae Corporation, before expenses

  
$		  
$		  
   

(1)    See "Underwriting" for a description of the compensation payable to the underwriters.

We have granted the underwriters an option for a period of 30 days to purchase up to                           additional shares of common stock.

Investing in our common stock involves a high degree of risk. See "Risk factors" beginning on page 13.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares to purchasers on or about                           , 2015.

J.P. Morgan

Cowen and Company   Leerink Partners

                           , 2015

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GRAPHIC


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Neither we nor the underwriters have authorized anyone to provide you with information different from or in addition to that contained in this prospectus, any amendment or supplement to this prospectus or in any free writing prospectus prepared by us or on our behalf. Neither we nor the underwriters take any responsibility for, and can provide no assurances as to the reliability of, any information other than the information contained in the foregoing documents. We are offering to sell shares of our common stock and seeking offers to buy shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our common stock. Our business, financial condition, results of operations and prospectus may have changed since that date.

Through and including                           , 2015 (the 25th day after the date of this prospectus) all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

This prospectus includes industry data and forecasts that we obtained from internal company surveys, publicly available information and industry publications and surveys. Our internal research and forecasts are based on management's understanding of industry conditions. Industry publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable. We are responsible for the information contained in this prospectus.

In this prospectus, the "company," "Invitae," "we," "us" and "our" refer to Invitae Corporation and its subsidiaries on a consolidated basis. This prospectus also contains trademarks and trade names that are the property of their respective owners.

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 Prospectus summary

The following summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider before investing in our common stock. Because this is only a summary, you should read the rest of this prospectus carefully, including the sections entitled "Risk factors" and "Management's discussion and analysis of financial condition and results of operations" and our consolidated financial statements and related notes included elsewhere in this prospectus.

Overview

Invitae's mission is to bring comprehensive genetic information into mainstream medical practice to improve the quality of healthcare for billions of people. Our goal is to aggregate most of the world's genetic tests into a single service with higher quality, faster turnaround time and lower price than many single gene tests today. We were founded on four core principles:

•
Patients should own and control their own genetic information;
•
Healthcare professionals are fundamental in ordering and interpreting genetic information;
•
Genetic information is more valuable when shared; and
•
Driving down the price of genetic information will increase its clinical and personal utility.

As the price of DNA sequencing has declined, the amount of genetic information that can be generated per dollar has increased exponentially, enabling the generation, analysis and storage of more comprehensive genetic information than ever before. According to Online Mendelian Inheritence in Man, or OMIM, a compendium of human genes maintained by Johns Hopkins University School of Medicine, there are more than 4,000 inherited genetic conditions for which the scientific and medical community has already identified specific genes and variants useful for diagnosis or treatment planning. By aggregating large numbers of currently available genetic tests into a single service, we can achieve great economies of scale that allow us to not only provide primary single gene or multi-gene tests but also to generate and store additional genetic information on behalf of the patient for future use. We refer to the service of managing genetic information over the course of disease or the lifetime of a patient as "genome management." In addition, as more individuals gain access to their genetic information, we believe that sharing genetic information will provide an economic opportunity for patients and us to participate in advancing the understanding and treatment of disease. We believe that our ongoing investment in building our infrastructure and attracting talent across a range of disciplines to generate, interpret and manage genetic information will position us to be a leader in the field of genetic testing and genome management.

We believe that genes are a fundamental particle of modern medicine and that genetic testing has the potential to affect billions of people. Virtually everyone is carrying loss of function mutations in their genome, recessive genetic conditions that may affect their extended family or genetic mutations that may affect their response to various drugs or therapies. Every individual has a unique genome, and we believe that comprehensive knowledge of this genetic makeup will be foundational to the future practice of medicine. We also believe that eventually many individuals in a modern healthcare system will have their genome sequenced at birth or during the course of their lives.

 

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According to UnitedHealth Group Inc., the U.S. genetic testing and molecular diagnostics market in 2010 was estimated to be approximately $5 billion, of which approximately 60% was genetic testing. As of December 2014, genetests.org estimated that there were more than 40,000 different genetic tests available from over 650 laboratories. Based on UnitedHealth's estimates for the growth of the genetic testing and molecular diagnostics market and our assumption that genetic testing's share of this market will be held constant at approximately 60% between 2010 and 2021, we expect the U.S. genetic testing market to grow to at least $9 billion by 2021.

We are headquartered in San Francisco, California, where we have offices and a Clinical Laboratory Improvement Amendments, or CLIA, certified facility. We also have offices in Palo Alto, California as well as a second laboratory in Santiago, Chile. We have a multi-disciplinary team of 144 people as of October 31, 2014, including bioinformaticians, clinical and medical geneticists, commercial and managed care experts, genetic counselors, scientists, software engineers, web developers, graphic designers and lab automation specialists, as well as administrative and corporate personnel. We believe that creating a strong team is a competitive advantage, and we strive to foster a motivating and unique culture in which our people can thrive.

In the near term, we plan to focus on the immediate market for symptomatic disease with the goal to aggregate testing for large numbers of genetic diseases into a single low-cost service. In the future, we plan on expanding our efforts in carrier and newborn testing markets and later into the health and wellness market. As our market share grows we expect that our business will develop in three stages over the longer term:

•
Genetic testing:  making genetic testing more affordable and more accessible with faster turnaround time than ever before. We believe that there is a significant market opportunity for high volume, low cost genetic testing that can allow us to serve a large number of clients.

•
Genome management:  building a secure and trusted genome management infrastructure. By generating and storing large amounts of individualized genetic information for every patient sample, we believe we can create value over the course of disease or lifetime of a client.

•
Genome network:  sharing genetic information on a global scale to advance science and medicine. We plan to help patients share their genetic information in a way that benefits them and us by acting as a permission-based broker on their behalf.

Our solution for genetic testing

We are focused on making comprehensive genetic testing more affordable and more accessible than ever before, pursuing a large and rapidly growing market with a focus on price and quality. We aim to do so for the majority of genetic tests, consolidating most of them into a single offering at a price below the typical prices of many single gene or multi-gene panels.

We launched our first commercial offering in late November 2013, an assay of 216 genes comprising 85 different genetic disorders and 17 targeted panels, and began selling and marketing our multi-gene panels with a focused effort on hereditary cancers, including breast, colon and pancreatic cancer. We charge $1,500 per sample in most cases, which allows our clients to receive test results on any or all genes in a specific indication or multi-gene panel. We also currently offer a free re-requisition of additional data within the same indication when ordered within 90 days of the date of service. In addition, clients may obtain test results on genes that are in other indications or panels, or genes within the same indication or panel more than 90 days after the date of the initial service, for an additional fee. Importantly, we are

 

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providing turnaround time of less than three weeks for the substantial majority of our tests. Since our initial launch, we have marketed additional panels addressing other genetic conditions based on the same assay of 216 genes. We are growing our volume rapidly and, since our commercial launch, we have delivered more than 2,000 billable tests as of September 30, 2014. From inception through September 30, 2014, approximately 26% of billable tests have been paid.

We have developed a value proposition called "the Invitae Advantage," which articulates part of our competitive advantage as follows:

•
More affordable than ever before.  One price. Any test.
•
Faster time to answers.  From sample to results in three weeks on average.
•
Flexible test options.  Design your own test or select a curated panel.
•
Deeper genetic insights.  Choose multi-gene panels or order a free re-requisition.
•
Confidence and quality.  Our team of genetic experts delivers high-quality test results.

Since our commercial launch, approximately 80% of our orders have been for indications associated with hereditary cancer. Our hereditary cancer panel options include BRCA1 and BRCA2, a high-risk hereditary breast cancer panel of seven genes, a hereditary colon cancer panel of 14 genes, a hereditary pancreatic cancer panel of 17 genes, or a more comprehensive hereditary cancer panel of 29 cancer genes. Each of the cancer genes or panels is typically available for $1,500 regardless of whether one or 29 genes are ordered. Sales of our tests have grown significantly in 2014 from over 200 tests in the first quarter of 2014 to over 1,000 tests in the third quarter of 2014, which we believe is evidence that our value proposition is attractive to our clients. We estimate that the U.S. market for hereditary cancer tests is greater than $650 million per year and thus represents a key growth opportunity for us. We believe that the market for hereditary breast and ovarian cancer could continue to expand as lower-cost testing becomes available, allowing healthcare systems to test larger populations more cost-effectively.

We plan to substantially increase our sales and marketing effort in oncology in 2014 and 2015 as well as expand our sales efforts beyond cancer. Since our initial commercialization, we have marketed additional panels involved in multiple different genetic disorders including cardiology, hematology, neurology and pediatric panels. For example in the field of neurology, we have recently started to market panels for Charcot-Marie Tooth, one of the most common inherited neurological genetic disorders in the United States, and Spastic Paraplegia. In cardiology we have recently begun to offer panels for hypertrophic cardiomyopathy, long QT syndrome, short QT syndrome and Brugada syndrome. We also offer panels for pediatric conditions such as Noonan spectrum disorders and ciliopathies.

Aggregating multiple genetic tests into one service provides economies of scale and greater laboratory efficiency. We are focused on delivering a wide variety of genetic content through our CLIA-certified laboratory, and plan to release an increasing menu of content over time. By providing large numbers of different but related tests, such as multiple genes associated with a broad genetic condition like hereditary cancer or cardiovascular disorders, we provide physicians with choice and flexibility in ordering tests for individual genes, panels of genes or custom sets of genes at the physician's discretion.

We expect to expand the amount of genetic information we provide over time to include all of the clinically-indicated genes currently known—more than 4,000 according to genetests.org—and eventually the whole genome. The long list of disorders for which clinicians currently order these tests highlights the opportunity at hand in aggregating the "long tail" of genetic tests.

In 2015, we plan to introduce substantial improvements to our genetic testing platform including certain genes with features that are more difficult to analyze and an expansion of our current assay of 216 genes

 

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to over 500 genes. This expanded offering would double the amount of genetic content we are able to provide at a fixed cost, which would further drive down the cost per reportable gene.

We are developing an integrated portfolio of laboratory processes, software tools and informatics capabilities that allow us to process DNA-containing samples, analyze information about patient-specific genetic variation and generate test reports for physicians and their patients. In addition, we are optimizing web technologies for efficient and productive interactions with physicians and patients using our service. We are investing heavily in systems that we believe will allow us to deliver individual clinical reports for physicians and patients from an expanding menu of content at increasing speed while decreasing costs per reportable gene over time.

We have designed our service to be simple for our clients to use. Our clients send a sample to us and in turn receive a test report. Behind this streamlined user experience, however, is a sophisticated, highly automated infrastructure that we have developed in order to scale in a cost effective manner. Starting from the client requisition and patient sample, through the report delivery, we have invested heavily in tools and technologies at each step in the process.

One of our competitive advantages is the way in which we generate and deliver clinical reports to our clients. While our approach is enabled by recent advances in next generation sequencing technology, delivery of an individual, industry standard, clinical report that matches the clinical sensitivity and specificity of the various tests being ordered requires us to address a number of challenges. In order to do so, we have invested in solving four key areas of complexity:

•
Genetic complexity.  Multiple genes and pathways can be implicated in genetic disorders, This complexity has given rise to a rapidly evolving body of scientific and clinical research associating genes with clinically relevant outcomes. To address this complexity, we expect to continue to release new genetic content and provide healthcare professionals with the flexibility to customize their orders by genes, disorders or multi-gene panels.

•
Disparate, non-standardized clinical information.  The information used by many clinicians and researchers in the field of genetics is taken from multiple public databases in disparate repositories hosted around the world. However, many of these databases are subject to errors, inconsistencies and subjective outcome determinations. With the goal of addressing this challenge, we employ geneticists to evaluate available literature and correct errors before incorporating the information in our knowledge base, and we contribute to public understanding by publishing anonymized variant information.

•
Limitations of next generation sequencing to determine complex variants.  While current next generation sequencing technologies work well when the variant involves a single base change in the gene's structure, they are less effective when the variant involves a more complex variation, such as a large insertion, deletion or duplication. We have invested in integrated sample preparation and software analysis processes that allow us to identify certain complex variant types using our next generation sequencing platform without having to resort to alternative technologies.

•
Clinical interpretation at scale.  As sequencing costs decline and the amount of available raw DNA sequence data and genes analyzed per individual sample grows, we expect the cost to interpret the data to increase due to rising requirements for medical professionals' time to interpret the data. We have invested significantly in scientific curation, bioinformatics and software infrastructure and tools to build a knowledge base about genetic conditions, genes and variants. These investments have enabled us to significantly increase the reporting throughput while standardizing the variant identification and reporting process into a simple, easy to interpret, clinical report.

 

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The evolution of our business

There is an opportunity for genetic tests and information to be aggregated and then ultimately captured in comprehensive genome management services. We believe this shift will enable the medical community to use genetic information on an ongoing basis, as part of mainstream medical practice, to improve patient care.

Genome management

We are building a genome data management infrastructure to provide clients, including patients and healthcare professionals, with an ongoing resource for pertinent genetic information over the course of disease or life of a patient. In the future, we plan to work with healthcare providers to establish a system where this genetic information is linked at the point of care for appropriate use as needs arise.

The decreasing cost of DNA sequencing is allowing us to provide an increasing amount of genetic information for the same price and thus aggregate an expanding number of genes into a single service. As a result, our assay captures more genetic information than the physician may initially request. Only those genes that are requisitioned by the ordering physician are analyzed by our medical team and reported to the ordering physician and patient. The additional information is stored electronically on behalf of the patient should their physician request any of it in the future. Currently, we allow re-requisition of data for additional genes within the same indication at no additional charge within 90 days of the date of service.

As the amount of information available for each patient expands, we plan to initiate a genome management program to provide patients and their healthcare providers with access to that additional information to answer healthcare questions as they arise. We expect to make additional genetic content accessible to physicians and their patients along with educational materials on the conditions, genes and variants. Because the raw DNA sequence information has already been derived from our laboratory processes, the cost of delivering an additional clinical report will involve only information management and clinical interpretation, and as a consequence will be significantly lower than running a new test. Ultimately, we believe we can significantly improve patient care by offering comprehensive genetic testing, where reports for large numbers of genetic conditions can be available for additional charges over the lifetime of a patient.

The genome network

As our genetic testing and genome management offerings grow in scale, we intend to continue to invest in informatics solutions that enable sharing of genetic information to improve healthcare and clinical outcomes. Participants in our genome network may include patients, family members, healthcare professionals, payors, industry professionals, researchers and clinical trial sponsors.

The first application of our network strategy is our Invitae Family History Tool, which is available as a free web or iPad application. This application enables users to quickly and easily build, modify, share and save relevant family genetic and health history information. A second part of our network strategy is Clinvitae, a web property that allows physicians or patients to look up individual genes and variants in order to find out additional genetic information. In the future, we plan to add functionality to allow patients and physicians to share more information about their variants and connect with other patients or physicians who might be able to contribute additional information that could affect their health and wellness.

 

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Our strategy

Our strategy for long-term growth is focused on five key drivers of our business, which we believe cumulate to create a flywheel effect:

•
Expand our genetic testing content.
•
Create a unique user experience.
•
Drive traffic.
•
Attract partners.
•
Lower the cost and price of genetic information.

Risks relating to our business

Our business is subject to numerous risks that you should consider before investing in us. These risks are described more fully in the section entitled "Risk factors" immediately following this prospectus summary. We may be unable for many reasons, including some that are beyond our control, to implement our business strategy. In particular, risks associated with our business include the following:

•
We are an early-stage company with a history of losses, we expect to incur significant losses for the foreseeable future, and we may not be able to achieve or sustain profitability.

•
We will need to scale our infrastructure in advance of demand for our tests, and our failure to generate sufficient demand for our tests would have a negative impact on our business and our ability to attain profitability.

•
If we are not able to generate substantial demand for our tests, our commercial success will be negatively affected.

•
If third-party payors, including managed care organizations, private health insurers and government health plans, do not provide coverage and adequate reimbursement for our tests, our commercial success could be negatively affected.

•
Our success will depend on our ability to use rapidly changing genetic data to interpret test results accurately and consistently, and our failure to do so would have an adverse effect on our operating results and business and harm our reputation, and could result in substantial liabilities that exceed our resources.

•
We face intense competition, which is likely to intensify further as existing competitors devote additional resources to, and new participants enter, the market. If we cannot compete successfully, we may be unable to increase our revenue or achieve and sustain profitability.

•
We rely on a limited number of suppliers or, in some cases, sole suppliers, for some of our laboratory instruments and materials, and we may not be able to find replacements or immediately transition to alternative suppliers.

•
We are subject to numerous laws and regulations, including regulation by the Food and Drug Administration. If the FDA regulates our tests as medical devices, we could incur substantial costs and our business, financial condition and results of operations could be adversely affected.

•
If our laboratory in San Francisco becomes inoperable due to an earthquake or for any other reason, we will be unable to perform our tests and our business will be harmed.

 

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•
Security breaches, loss of data and other disruptions could compromise sensitive information related to our business or prevent us from accessing critical information and expose us to liability, which could adversely affect our business and our reputation.

•
We have limited experience in marketing and selling our tests, and our success will depend in part on our ability to generate sales using a relatively small internal sales team and through alternative marketing strategies.

Implications of being an emerging growth company

We qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:

•
only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced "Management's Discussion and Analysis of Financial Condition and Results of Operations" disclosure;

•
reduced disclosure about our executive compensation arrangements;

•
no non-binding advisory votes on executive compensation or golden parachute arrangements; and

•
exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.

We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company on the date that is the earliest of (1) the last day of the fiscal year in which we have total annual gross revenue of $1 billion or more, (2) the last day of our fiscal year following the fifth anniversary of the date of the completion of this offering, (3) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years, or (4) the date on which we are deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission, or SEC. We may choose to take advantage of some but not all of these exemptions. We have taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained in this prospectus may be different than the information you receive from other public companies in which you hold stock.

Corporate information

We were incorporated in the State of Delaware on January 13, 2010 under the name "Locus Development, Inc." and changed our name to Invitae Corporation in 2012. Our principal executive offices are located at 458 Brannan Street, San Francisco, California 94107, and our telephone number is (415) 374–7782. Our website address is www.invitae.com. We do not incorporate the information on, or accessible through, our website into this prospectus, and you should not consider any information on, or accessible through, our website as part of this prospectus.

 

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The offering

Common stock offered by us                     shares

Common stock to be outstanding immediately after this offering
 
                  shares

Option to purchase additional shares
 
The underwriters have a 30-day option to purchase up to an additional                  shares of common stock.

Use of proceeds
 
We estimate that the net proceeds to us from this offering will be approximately $          million, assuming an initial public offering price of $         per share, the midpoint of the range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated expenses payable by us. We anticipate that we will use the net proceeds from this offering primarily for general corporate purposes, including working capital, research and development activities, selling and marketing activities, general and administrative matters and capital expenditures. See "Use of proceeds."

Risk factors
 
See "Risk factors" for a discussion of factors you should consider carefully before deciding to invest in our common stock.

Proposed NYSE symbol
 
"NVTA"

The number of shares of common stock that will be outstanding after this offering is based on 146,695,962 shares outstanding as of September 30, 2014, including 180,969 shares of common stock issued in connection with the early exercise of options which are subject to our right of repurchase and after giving effect to the automatic conversion immediately prior to the completion of this offering of all outstanding shares of our convertible preferred stock into an aggregate of 141,131,524 shares of common stock (which includes an aggregate of 35,500,000 shares of common stock issuable upon the conversion of Series F convertible preferred stock issued in October 2014), and excludes:

•
8,243,351 shares of common stock issuable upon the exercise of options outstanding as of September 30, 2014 under our 2010 Stock Incentive Plan, or the 2010 Stock Plan, at a weighted-average exercise price of $0.40 per share;

•
3,640,000 shares of common stock issuable upon the exercise of options granted after September 30, 2014 under our 2010 Stock Plan at an exercise price of $1.45 per share;

•
         shares of common stock, subject to increase on an annual basis, reserved for future issuance under our 2015 Stock Incentive Plan, or the 2015 Stock Plan, which will become effective in connection with this offering. On the date of this prospectus, any shares available for issuance under our 2010 Stock Plan will be added to the shares reserved under our 2015 Stock Plan, and we will cease granting awards under the 2010 Stock Plan; and

 

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•
         shares of common stock, subject to increase on an annual basis, reserved for future issuance under our Employee Stock Purchase Plan, or the ESPP, which will become effective in connection with this offering.

Unless otherwise indicated, all information in this prospectus assumes:

•
that our amended and restated certificate of incorporation, which we will file immediately prior to the completion of this offering, and our amended and restated bylaws, are each in effect;

•
the implementation of a 1-for-         reverse stock split to be effected prior to the completion of this offering; and

•
no exercise by the underwriters of their option to purchase up to an additional           shares of common stock.

 

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Summary consolidated financial and other data

The following summary financial data should be read together with our consolidated financial statements and related notes, "Selected consolidated financial and other data" and "Management's discussion and analysis of financial condition and results of operations" appearing elsewhere in this prospectus. The summary consolidated statements of operations data for the years ended December 31, 2012 and 2013 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The summary condensed consolidated statements of operations data for the nine months ended September 30, 2013 and 2014, and the condensed consolidated balance sheet data as of September 30, 2014 have been derived from our unaudited interim condensed consolidated financial statements included elsewhere in this prospectus. Historical results are not necessarily indicative of the results that may be expected in the future and results of interim periods are not necessarily indicative of the results for the entire year.

   
 
    
    
   Nine months ended September 30,  
 
   Year ended December 31,  
(In thousands, except share, per share and other operating data)
  
  2012
   2013
   2013
   2014
  
   
 
    
    
   (Unaudited)
  

Consolidated Statements of Operations Data:

                          

Revenue

   $ —   $ 148   $ 60   $ 729  

Costs and operating expenses:

                          

Cost of revenue(1)

     —     667     441     3,263  

Research and development(1)

     5,557     16,039     10,621     15,600  

Selling and marketing(1)

     —     2,431     1,599     5,823  

General and administrative(1)

     3,004     5,764     4,037     8,112  
       

Total costs and operating expenses

     8,561     24,901     16,698     32,798  
       

Loss from operations

     (8,561 )   (24,753 )   (16,638 )   (32,069 )

Other income (expense), net

     2     (26 )   (25 )   (69 )

Interest expense

     (43 )   (59 )   (44 )   (49 )
       

Net loss

   $ (8,602 ) $ (24,838 ) $ (16,707 ) $ (32,187 )
       

Net loss attributable to common stockholders(2)

   $ (9,014 ) $ (24,989 ) $ (16,858 ) $ (32,187 )
       

Net loss per share attributable to common stockholders, basic and diluted(2)

   $ (2.36 ) $ (6.02 ) $ (4.13 ) $ (6.54 )
       

Shares used in computing net loss per share attributable to common stockholders, basic and diluted(2)

     3,814,255     4,150,519     4,078,837     4,918,489  
       

Pro forma net loss per share attributable to common stockholders, basic and diluted(2)

         $ (0.41 )       $ (0.36 )
                       
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Shares used in computing pro forma net loss per share attributable to common stockholders, basic and diluted(2)

           60,977,738           89,280,782  
   

 

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   Year ended
December 31, 		  Nine months ended
September 30, 		 
 
   2012
   2013
   2013
   2014
  
   

Other operating data:

                          

Billable tests(3)

     —     229     145     1,819  
   

(1)    Includes stock-based compensation as follows:

 
   Year ended
December 31, 		  Nine months ended
September 30, 		 
(In thousands)
   2012
   2013
   2013
   2014
  
   
 
    
    
   (Unaudited)
  

Cost of revenue

   $ —   $ 11   $ 7   $ 47  

Research and development

     46     165     106     231  

Selling and marketing

     —     42     26     90  

General and administrative

     19     42     26     170  
       

Total stock-based compensation

   $ 65   $ 260   $ 165   $ 538  
   

(2)    See Notes 2 and 10 to our audited consolidated financial statements and Note 7 of our unaudited condensed consolidated financial statements included elsewhere in this prospectus for an explanation of the calculations of our basic and diluted net loss per share attributable to common stockholders and basic and diluted pro forma net loss per share attributable to common stockholders.

(3)    Billable tests represent the number of tests performed in a period that are billable to third-party payors, institutions or patients. We consider the number of billable tests to be an important indicator of the growth in our business.

   
 
   As of September 30, 2014  
(In thousands)
   Actual
   Pro forma
   Pro forma
as adjusted
  
   
 
   (Unaudited)
  

Consolidated balance sheet data:

                    

Cash and cash equivalents

   $ 59,138   $ 127,589   $    

Working capital

     53,527     121,978        

Total assets

     73,147     141,598        

Capital lease obligation

     1,377     1,377        

Convertible preferred stock

     133,907     —        

Accumulated deficit

     (69,875 )   (69,875 )      

Total stockholders' equity (deficit)

     (68,767 )   133,591        
   

The preceding table presents a summary of our unaudited consolidated balance sheet data as of September 30, 2014:

•
on an actual basis;

•
on a pro forma basis to give effect to the issuance of an aggregate of 35,500,000 shares of our Series F convertible preferred stock in October 2014 and the automatic conversion of all outstanding shares of our convertible preferred stock as of September 30, 2014 and the Series F convertible preferred stock into an aggregate of 141,131,524 shares of our common stock which will occur immediately prior to the completion of this offering; and

•
on a pro forma as adjusted basis to give further effect to the receipt of the estimated net proceeds from the sale of               shares of common stock in this offering at a price of $              per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated expenses payable by us.

 

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A $1.00 increase (decrease) in the assumed initial public offering price of $              per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) each of cash and cash equivalents, working capital, total assets and total stockholders' equity (deficit) by $               million, assuming that the number of shares offered as set forth on the cover page of this prospectus remains the same, and after deducting the estimated underwriting discounts and commissions and estimated expenses payable by us. An increase (decrease) of 1.0 million shares in the number of shares of common stock offered by us would increase (decrease) each of cash and cash equivalents, working capital, total assets and total stockholders' equity (deficit) by approximately $               million, assuming a price of $              per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated expenses payable by us. The pro forma as adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

 

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Risk factors

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with the other information contained in this prospectus, including our consolidated financial statements and the related notes appearing elsewhere in this prospectus, before making an investment decision. We cannot assure you that any of the events discussed in the risk factors below will not occur. These risks could have a material and adverse impact on our business, results of operations, financial condition and growth prospects. If that were to happen, the trading price of our common stock could decline, and you could lose all or part of your investment.

Risks related to our business and strategy

We are an early-stage company with a history of losses, we expect to incur significant losses for the foreseeable future, and we may not be able to achieve or sustain profitability.

We have incurred substantial losses since our inception. For the year ended December 31, 2013 and for the nine months ended September 30, 2014, we had a net loss of $24.8 million and $32.2 million, respectively. As of September 30, 2014, we had an accumulated deficit of $69.9 million. To date, we have generated limited revenue, and we may never achieve revenue sufficient to offset our expenses. In addition, we expect to continue to incur significant losses for the foreseeable future, and we expect these losses to increase as we focus on scaling our business and operations. Our prior losses and expected future losses have had and will continue to have an adverse effect on our stockholders' equity and working capital. Our failure to achieve and sustain profitability in the future would negatively affect our business, financial condition, results of operations and cash flows, and could cause the market price of our common stock to decline.

We began operations in January 2010, and we have only a limited operating history upon which you can evaluate our business and prospects. We commercially launched our assay of 216 genes in late November 2013. Our limited commercial history makes it difficult to evaluate our current business and makes predictions about our future results, prospects or viability subject to significant uncertainty. Our prospects must be considered in light of the risks and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets such as ours. These risks include an evolving and unpredictable business model and the management of growth. To address these risks, we must, among other things, increase our customer base, implement and successfully execute our business and marketing strategy, continue to expand, automate and upgrade our laboratory, technology and data systems, obtain coverage and reimbursement by healthcare payors such as Medicare and private health insurers, provide rapid test turnaround times with accurate results at a low price, provide superior customer service, respond to competitive developments and attract, retain and motivate qualified personnel. We cannot assure you that we will be successful in addressing these risks, and the failure to do so could have a material adverse effect on our business, prospects, financial condition and results of operations.

We will need to scale our infrastructure in advance of demand for our tests, and our failure to generate sufficient demand for our tests would have a negative impact on our business and our ability to attain profitability.

Our success will depend in large part on our ability to extend our market position, to provide customers with high quality test reports quickly and at a lower price than our competitors, and to achieve sufficient test volume to realize economies of scale. In order to execute our business model, we intend to invest heavily in order to significantly scale our infrastructure, including our testing capacity and information

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systems, expand our customer service, billing and systems processes and enhance our internal quality assurance program. We will also need to hire and retain sufficient numbers of skilled personnel, including geneticists, biostatisticians, certified laboratory scientists and other scientific and technical personnel to process and interpret our genetic tests. We expect that much of this growth will be in advance of demand for our tests. Our current and future expense levels are to a large extent fixed and are largely based on our investment plans and our estimates of future revenue. Because the timing and amount of revenue from our tests is difficult to forecast, when revenue does not meet our expectations we may not be able to adjust our spending promptly or reduce our spending to levels commensurate with our revenue. Even if we are able to successfully scale our infrastructure and operations, we cannot assure you that demand for our tests will increase at levels consistent with the growth of our infrastructure. If we fail to generate demand commensurate with this growth or if we fail to scale our infrastructure sufficiently in advance of demand to successfully meet such demand, our business, prospects, financial condition and results of operations could be adversely affected.

If we are not able to generate substantial demand of our tests, our commercial success will be negatively affected.

Our business model assumes that we will be able to generate significant test volume, and we may not succeed in driving clinical adoption of our test to achieve sufficient volumes. Inasmuch as detailed genetic data from broad-based testing panels such as our tests have only recently become available at relatively affordable prices, the pace and degree of clinical acceptance of the utility of such testing is uncertain. Specifically, it is uncertain how much genetic data will be accepted as necessary or useful, as well as how detailed that data should be, particularly since medical practitioners may have become accustomed to genetic testing that is specific to one or a few genes. Given the substantial amount of additional information available from a broad-based testing panel such as ours, there may be distrust as to the reliability of such information when compared with more limited and focused genetic tests. To generate demand for our tests, we will need to continue to make physicians aware of the benefits of our tests, including the price, the breadth of our testing options, and the benefits of having additional genetic data available from which to make treatment decisions. In addition, physicians in other areas of medicine may not adopt genetic testing for hereditary disease as readily as it has been adopted in hereditary cancer and our efforts to sell our tests to physicians outside of oncology may not be successful. A lack of or delay in clinical acceptance of broad-based panels such as our tests would negatively impact sales and market acceptance of our tests and limit our revenue growth and potential profitability. Genetic testing is expensive and many potential customers may be sensitive to pricing. In addition, potential customers may not adopt our tests if adequate reimbursement is not available, or if we are not able to maintain low prices in the future relative to our competitors. If we are not able to generate demand for our tests at sufficient volume, or if it takes significantly more time to generate this demand than we anticipate, our business, prospects, financial condition and results of operations could be materially harmed.

If third-party payors, including managed care organizations, private health insurers and government health plans do not provide coverage and adequate reimbursement for our tests, our commercial success could be negatively affected.

Our ability to increase the number of billable tests and our revenue will depend on our success achieving broad reimbursement for our tests from third-party payors. Physicians may not order our tests unless third-party payors, such as managed care organizations, private health insurers and government healthcare programs, such as Medicare and Medicaid, cover and provide adequate reimbursement for a substantial portion of the price of our tests. Reimbursement by a payor may depend on a number of factors, including a payor's determination that a test is appropriate, medically necessary, and cost-effective.

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Since each payor makes its own decision as to whether to establish a policy or enter into a contract to cover our tests, as well as the amount it will reimburse for a test, seeking these approvals is a time-consuming and costly process. In addition, the determination by a payor to cover and the amount it will reimburse for our tests will likely be made on an indication by indication basis. To date, we have obtained policy-level reimbursement approval or contractual reimbursement for some indications for our test from a small number of commercial third-party payors, and have not obtained coverage from Medicare or any state Medicaid program. Further, we believe that establishing adequate reimbursement from Medicare is an important factor in gaining adoption from healthcare providers. Our claims for reimbursement from commercial payors may be denied upon submission, and we must appeal the claims. The appeals process is time consuming and expensive, and may not result in payment. In cases where there is not a contracted rate for reimbursement, there is typically a greater co-insurance or co-payment requirement from the patient which may result in further delay or decreased likelihood of collection.

We expect to continue to focus substantial resources on increasing adoption of, and coverage and reimbursement for, our current tests and any future tests we may develop. We believe it may take several years to achieve coverage and adequate contracted reimbursement with a majority of third-party payors. However, we cannot predict whether, under what circumstances, or at what payment levels payors will reimburse for our tests. If we fail to establish and maintain broad adoption of, and coverage and reimbursement for, our tests, our ability to generate revenue could be harmed and our future prospects and our business could suffer.

Our success will depend on our ability to use rapidly changing genetic data to interpret test results accurately and consistently, and our failure to do so would have an adverse effect on our operating results and business, harm our reputation and could result in substantial liabilities that exceed our resources.

Our success depends on our ability to provide reliable, high-quality tests that incorporate rapidly evolving information about the role of genes and gene variants in disease and clinically relevant outcomes associated with those variants. Errors, including if our tests fail to detect genomic variants with high accuracy, or mistakes, including if we fail to or incompletely or incorrectly identify the significance of gene variants, could have a significant adverse impact on our business. Hundreds of genes can be implicated in some disorders, and overlapping networks of genes and symptoms can be implicated in multiple conditions. As a result, a substantial amount of judgment is required in order to interpret testing results for an individual patient and to develop an appropriate patient report. We classify variants in accordance with published guidelines as benign, likely benign, variants of uncertain significance, likely pathogenic or pathogenic, and these guidelines are subject to change. In addition, it is our practice to offer support to physicians and geneticists ordering our tests around which genes or panels to order as well as interpretation of genetic variants. We also rely on clinicians to interpret what we report and to incorporate specific information about an individual patient into the physician's treatment decision.

The marketing, sale and use of our genetic tests could subject us to liability for errors in, misunderstandings of, or inappropriate reliance on, information we provide to physicians or geneticists, and lead to claims against us if someone were to allege that our test failed to perform as it was designed, if we failed to correctly interpret the test results, or if the ordering physician were to misinterpret test results or improperly rely on them when making a clinical decision. A product liability or professional liability claim could result in substantial damages and be costly and time-consuming for us to defend. Although we maintain liability insurance, including for errors and omissions, we cannot assure you that our insurance would fully protect us from the financial impact of defending against these types of claims or any judgments, fines or settlement costs arising out of any such claims. Any liability claim, including an

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errors and omissions liability claim, brought against us, with or without merit, could increase our insurance rates or prevent us from securing insurance coverage in the future. Additionally, any liability lawsuit could cause injury to our reputation or cause us to suspend sales of our tests. The occurrence of any of these events could have an adverse effect on our business, reputation and results of operations.

We face intense competition, which is likely to intensify further as existing competitors devote additional resources to, and new participants enter, the market. If we cannot compete successfully, we may be unable to increase our revenue or achieve and sustain profitability.

With the development of next generation sequencing, the clinical genetics market is becoming increasingly competitive, and we expect this competition to intensify in the future. We face competition from a variety of sources, including:

•
dozens of relatively specialized competitors focused on inherited clinical genetics and gene sequencing, such as Myriad Genetics, Inc., or Myriad, Ambry Genetics, Inc. and GeneDx, Inc., a subsidiary of Bio-Reference Laboratories, Inc.;

•
a few large, established general testing companies with large market share and significant channel power, such as Laboratory Corporation of America Holdings and Quest Diagnostics Incorporated;

•
a large number of clinical laboratories in an academic or healthcare provider setting that perform clinical genetic testing on behalf of their affiliated institutions and often sell and market more broadly; and

•
a large number of new entrants into the market for genetic information ranging from informatics and analysis pipeline developers to focused, integrated providers of genetic tools and services for health and wellness.

Hospitals, academic medical centers and eventually physician practice groups and individual physicians may also seek to perform at their own facilities the type of genetic testing we would otherwise perform for them. In this regard, continued development of equipment, reagents, and other materials as well as databases and interpretation services may enable broader direct participation in genetic testing and analysis.

Participants in closely related markets such as prenatal testing and clinical trial or companion diagnostic testing could converge on offerings that are competitive with the type of tests we perform. Instances where potential competitors are aligned with key suppliers or are themselves suppliers could provide such potential competitors with significant advantages.

In addition, the biotechnology and genetic testing fields are intensely competitive both in terms of service and price, and continue to undergo significant consolidation, permitting larger clinical laboratory service providers to increase cost efficiencies and service levels, resulting in more intense competition.

We believe the principal competitive factors in our market are:

•
price and quality of tests;
•
test turnaround time of testing results;
•
coverage and reimbursement arrangements with third-party payors;
•
breadth and depth of content;
•
convenience of testing;
•
brand recognition of test provider;
•
additional value-added services and informatics tools;
•
accessibility of results;

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•
client service;
•
quality of website content; and
•
reliability.

Many of our competitors and potential competitors have longer operating histories, larger customer bases, greater brand recognition and market penetration, higher margins on their tests, substantially greater financial, technological and research and development resources and selling and marketing capabilities, and more experience dealing with third-party payors. As a result, they may be able to respond more quickly to changes in customer requirements, devote greater resources to the development, promotion and sale of their tests than we do, or sell their tests at prices designed to win significant levels of market share. We may not be able to compete effectively against these organizations. Increased competition and cost-saving initiatives on the part of governmental entities and other third-party payors are likely to result in pricing pressures, which could harm our sales, profitability or ability to gain market share. In addition, competitors may be acquired by, receive investments from or enter into other commercial relationships with larger, well-established and well-financed companies as use of next generation sequencing for clinical diagnosis and preventative care increases. Certain of our competitors may be able to secure key inputs from vendors on more favorable terms, devote greater resources to marketing and promotional campaigns, adopt more aggressive pricing policies and devote substantially more resources to website and systems development than we can. In addition, companies or governments that control access to genetic testing through umbrella contracts or regional preferences could promote our competitors or prevent us from performing certain services. If we are unable to compete successfully against current and future competitors, we may be unable to increase market acceptance and sales of our tests, which could prevent us from increasing our revenue or achieving profitability and could cause our stock price to decline.

Our industry is subject to rapidly changing technology and new and increasing amounts of scientific data related to genes and genetic variants and their role in disease. Our failure to develop tests to keep pace with these changes could make us obsolete.

In recent years, there have been numerous advances in methods used to analyze very large amounts of genomic information and the role of genetics and gene variants in disease and treatment therapies. Our industry has and will continue to be characterized by rapid technological change, increasingly larger amounts of data, frequent new testing service introductions and evolving industry standards, all of which could make our tests obsolete. Our future success will also depend on our ability to keep pace with the evolving needs of our customers on a timely and cost-effective basis and to pursue new market opportunities that develop as a result of technological and scientific advances. Our tests could become obsolete unless we continually update our offerings to reflect new scientific knowledge about genes and genetic variations and their role in diseases and treatment therapies.

We have limited experience in marketing and selling our tests, and our success will depend in part on our ability to generate sales using a relatively small internal sales team and through alternative marketing strategies.

We have limited experience marketing and selling our tests, which we began selling in late 2013. We may not be able to market or sell our current tests and any future tests we may develop effectively enough to drive demand sufficient to support our planned growth. We currently sell our tests in the United States through a relatively small internal sales force and outside the United States with the assistance of distributors. Historically, our sales efforts have been focused primarily on hereditary cancer and our efforts to sell our tests to physicians outside of oncology may not be successful, or may be difficult to do successfully without significant additional selling and marketing efforts and expense. As part of our strategy to reduce the cost of genetic testing, we will need to maintain our selling and marketing expenses

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at levels that are lower than many of our competitors through the use of focused sales efforts. Our future sales will depend in large part on our ability to develop and substantially expand awareness of our company and our tests through alternative strategies including through education of key opinion leaders, through social media-related and online outreach, education and marketing efforts, and through focused channel partner strategies designed to drive demand for our tests. We have limited experience implementing these types of alternative marketing efforts. We may not be able to drive sufficient levels of revenue using these sales and marketing methods and strategies necessary to support our planned growth, and our failure to do so could limit our revenue and potential profitability.

Outside the United States we use and intend to continue to use distributors to assist with sales, logistics, education, and customer support. Identifying, qualifying, and engaging distributors with local industry experience and knowledge will be necessary to effectively market and sell our tests outside the United States. We may not be successful in finding, attracting and retaining additional distributors, or we may not be able to enter into additional distribution arrangements on favorable terms. Sales practices utilized by our distributors that are locally acceptable may not comply with sales practices standards required under U.S. laws that apply to us, which could create additional compliance risk. If our sales and marketing efforts are not successful outside the United States, we may not achieve significant market acceptance for our tests outside the United States, which could materially and adversely impact our business operations.

We rely on a limited number of suppliers or, in some cases, sole suppliers, for some of our laboratory instruments and materials, and we may not be able to find replacements or immediately transition to alternative suppliers.

We rely on a limited number of suppliers, or, in some cases, sole suppliers, including Agilent Technologies, Inc., Illumina, Inc., Integrated DNA Technologies Incorporated, Qiagen N.V., and Roche Holdings Ltd. for certain laboratory substances used in the chemical reactions incorporated into our processes, which we refer to as reagents, as well as sequencers and other equipment and materials which we use in our laboratory operations. We do not have any short- or long-term agreements with our suppliers, and our suppliers could cease supplying these materials and equipment at any time, or fail to provide us with sufficient quantities of materials or materials that meet our specifications. Our laboratory operations could be interrupted if we encounter delays or difficulties in securing these reagents, sequencers or other equipment or materials, and if we cannot obtain an acceptable substitute. Any such interruption could significantly affect our business, financial condition, results of operations and reputation. We rely on Illumina as the sole supplier of next generation sequencers and associated reagents and as the sole provider of maintenance and repair services for these sequencers. Any disruption in Illumina's operations could impact our supply chain and laboratory operations as well as our ability to conduct our tests, and it could take a substantial amount of time to integrate replacement equipment into our laboratory operations.

We believe that there are only a few other manufacturers that are currently capable of supplying and servicing the equipment necessary for our laboratory operations, including sequencers and various associated reagents. The use of equipment or materials provided by these replacement suppliers would require us to alter our laboratory operations. Transitioning to a new supplier would be time consuming and expensive, may result in interruptions in our laboratory operations, could affect the performance specifications of our laboratory operations or could require that we revalidate our tests. We cannot assure you that we will be able to secure alternative equipment, reagents and other materials, and bring such equipment, reagents and materials on line and revalidate them without experiencing interruptions in our workflow. In the case of an alternative supplier for Illumina, we cannot assure you that replacement sequencers and associated reagents will be available or will meet our quality control and performance

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requirements for our laboratory operations. If we encounter delays or difficulties in securing, reconfiguring or revalidating the equipment and reagents we require for our tests, our business, financial condition, results of operations and reputation could be adversely affected.

If our laboratory in San Francisco becomes inoperable due to an earthquake or for any other reason, we will be unable to perform our tests and our business will be harmed.

We perform all of our tests at our laboratory in San Francisco, California. Our laboratory and the equipment we use to perform our tests would be costly to replace and could require substantial lead time to replace and qualify for use. Our laboratory may be harmed or rendered inoperable by natural or man-made disasters, including earthquakes, flooding, fire and power outages, which may render it difficult or impossible for us to perform our tests for some period of time. The inability to perform our tests or the backlog that could develop if our laboratory is inoperable for even a short period of time may result in the loss of customers or harm our reputation. Although we maintain insurance for damage to our property and the disruption of our business, this insurance may not be sufficient to cover all of our potential losses and may not continue to be available to us on acceptable terms, if at all.

We currently have a second laboratory established in Santiago, Chile, however this laboratory has not been used for the performance of our tests in significant volume. The use of such laboratory as a back-up facility for our laboratory operations in San Francisco would require substantial lead time, including to obtain CLIA certification, as well as to secure the necessary equipment, labor and other resources. In addition, a number of third-party payors, including Medicare, do not reimburse for tests performed outside of the United States.

Security breaches, loss of data and other disruptions could compromise sensitive information related to our business or prevent us from accessing critical information and expose us to liability, which could adversely affect our business and our reputation.

In the ordinary course of our business, we and our third-party billing and collections provider collect and store sensitive data, including legally protected health information, personally identifiable information, intellectual property and proprietary business information owned or controlled by ourselves or our customers, payors, and other parties. We manage and maintain our applications and data utilizing a combination of on-site systems, managed data center systems, and cloud-based data center systems. We also communicate sensitive patient data through our Invitae Family History Tool. These applications and data encompass a wide variety of business-critical information including research and development information, commercial information, and business and financial information. We face a number of risks relative to protecting this critical information, including loss of access risk, inappropriate disclosure, inappropriate modification, and the risk of our being unable to adequately monitor and modify our controls over our critical information.

The secure processing, storage, maintenance and transmission of this critical information are vital to our operations and business strategy, and we devote significant resources to protecting such information. Although we take measures to protect sensitive information from unauthorized access or disclosure, our information technology and infrastructure, and that of our third-party billing and collections provider, may be vulnerable to attacks by hackers or viruses or breached due to employee error, malfeasance, or other disruptions. Any such breach or interruption could compromise our networks and the information stored there could be accessed by unauthorized parties, publicly disclosed, lost, or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under federal or state laws that protect the privacy of personal information, such as the Health Insurance Portability and Accountability Act of 1996, or HIPAA, the Health Information Technology for Economic and Clinical Heath

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Act, or HITECH, and regulatory penalties. Although we have implemented security measures and a formal, dedicated enterprise security program to prevent unauthorized access to patient data, our Invitae Family History Tool is currently accessible through our online portal and through our mobile applications, and there is no guarantee we can protect our online portal or our mobile applications from breach. Unauthorized access, loss or dissemination could also disrupt our operations (including our ability to conduct our analyses, provide test results, bill payors or patients, process claims and appeals, provide customer assistance, conduct research and development activities, collect, process, and prepare company financial information, provide information about our tests and other patient and physician education and outreach efforts through our website, and manage the administrative aspects of our business) and damage our reputation, any of which could adversely affect our business.

Penalties for failure to comply with a requirement of HIPAA and HITECH vary significantly, and include civil monetary penalties of up to $1.5 million per calendar year. A person who knowingly obtains or discloses individually identifiable health information in violation of HIPAA may face a criminal penalty of up to $50,000 and up to one-year imprisonment. The criminal penalties increase if the wrongful conduct involves false pretenses or the intent to sell, transfer, or use identifiable health information for commercial advantage, personal gain, or malicious harm.

In addition, the interpretation and application of consumer, health-related, and data protection laws in the United States, Europe and elsewhere are often uncertain, contradictory, and in flux. It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our practices. If so, this could result in government-imposed fines or orders requiring that we change our practices, which could adversely affect our business. In addition, these privacy regulations may differ from country to country, and may vary based on whether testing is performed in the United States or in the local country. Complying with these various laws could cause us to incur substantial costs or require us to change our business practices and compliance procedures in a manner adverse to our business.

We may not be able to manage our future growth effectively, which could make it difficult to execute our business strategy.

Our expected future growth could create a strain on our organizational, administrative and operational infrastructure, including laboratory operations, quality control, customer service, marketing and sales, and management. We may not be able to maintain the quality of or expected turnaround times for our tests, or satisfy customer demand as it grows. Our ability to manage our growth properly will require us to continue to improve our operational, financial and management controls, as well as our reporting systems and procedures. We plan to implement new enterprise software systems in a number of areas affecting a broad range of business processes and functional areas. The time and resources required to implement these new systems is uncertain, and failure to complete these activities in a timely and efficient manner could adversely affect our operations. In addition, following the closing of this offering, we plan to hire a chief medical officer, as well as add additional geneticists, biostatisticians, certified laboratory scientists and other scientific and technical personnel. If we are unable to manage our growth effectively, it may be difficult for us to execute our business strategy and our business could be harmed. Future growth in our business could also make it difficult for us to maintain our corporate culture.

The loss of any member of our senior management team could adversely affect our business.

Our success depends in large part upon the skills, experience and performance of members of our executive management team and others in key leadership positions. The efforts of these persons will be critical to us as we continue to develop our technologies and test processes and focus on scaling our business. If we were to lose one or more key executives, we may experience difficulties in competing

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effectively, developing our technologies and implementing our business strategy. All of our executives and employees are at-will, which means that either we or the executive or employee may terminate their employment at any time. We do not carry key man insurance for any of our executives or employees. In addition, we do not have a long-term retention agreement or long-term equity incentives in place with our chief executive officer.

We rely on highly skilled personnel in a broad array of disciplines and, if we are unable to hire, retain or motivate these individuals, or maintain our corporate culture, we may not be able to maintain the quality of our services or grow effectively.

Our performance, including our research and development programs and laboratory operations, largely depend on our continuing ability to identify, hire, develop, motivate, and retain highly skilled personnel for all areas of our organization, including scientists, biostatisticians and technicians. Competition in our industry for qualified employees is intense, and we may not be able to attract or retain qualified personnel in the future, including scientists, biostatisticians and technicians, due to the competition for qualified personnel among life science businesses as well as universities and public and private research institutions, particularly in the San Francisco Bay Area. In addition, our compensation arrangements, such as our equity award programs, may not always be successful in attracting new employees and retaining and motivating our existing employees. If we are not able to attract and retain the necessary personnel to accomplish our business objectives, we may experience constraints that could adversely affect our ability to scale our business, support our research and development efforts and our clinical laboratory. We believe that our corporate culture fosters innovation, creativity and teamwork. However, as our organization grows, we may find it increasingly difficult to maintain the beneficial aspects of our corporate culture. This could negatively impact our ability to retain and attract employees and our future success.

Development of new tests is a complex process, and we may be unable to commercialize new tests on a timely basis, or at all.

We cannot assure you that we will be able to develop and commercialize new tests on a timely basis. Before we can commercialize any new tests, we will need to expend significant funds in order to:

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conduct research and development;
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further develop and scale our laboratory processes; and
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further develop and scale our infrastructure to be able to analyze increasingly larger and more diverse amounts of data.

Our testing service development process involves risk, and development efforts may fail for many reasons, including:

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failure of any test to perform as expected;
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lack of validation or reference data; or
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failure to demonstrate utility of a test.

As we develop tests, we will have to make significant investments in development, marketing and selling resources. In addition, competitors may develop and commercialize competing tests faster than we are able to do so.

International expansion of our business exposes us to business, regulatory, political, operational, financial, and economic risks associated with doing business outside of the United States.

We currently have a laboratory in Chile and distribution arrangements in several countries, and our business strategy contemplates significant international expansion. We plan to enter into additional

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distribution relationships to conduct physician outreach activities and to develop and expand payor relationships outside of the United States. Doing business internationally involves a number of risks, including:

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multiple, conflicting and changing laws and regulations such as privacy regulations, tax laws, export and import restrictions, employment laws, regulatory requirements, and other governmental approvals, permits and licenses;

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failure by us or our distributors to obtain regulatory approvals for the use of our tests in various countries;

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complexities and difficulties in obtaining protection and enforcing our intellectual property;

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difficulties in staffing and managing foreign operations;

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complexities associated with managing multiple payor reimbursement regimes, government payors, or patient self-pay systems;

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logistics and regulations associated with shipping blood samples, including infrastructure conditions and transportation delays;

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limits on our ability to penetrate international markets if we do not to conduct our tests locally;

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financial risks, such as longer payment cycles, difficulty collecting accounts receivable, the impact of local and regional financial conditions on demand and payment for our tests, and exposure to foreign currency exchange rate fluctuations;

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natural disasters, political and economic instability, including wars, terrorism, and political unrest, outbreak of disease, boycotts, curtailment of trade and other business restrictions; and

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regulatory and compliance risks that relate to maintaining accurate information and control over activities that may fall within the purview of the U.S. Foreign Corrupt Practices Act, or FCPA, its books and records provisions, or its anti-bribery provisions.

Any of these factors could significantly harm our future international expansion and operations and, consequently, our revenue and results of operations.

In addition, applicable export or import laws and regulations such as prohibitions on the export of blood imposed by countries outside of the United States, or international privacy or data restrictions that are different or more stringent than those of the United States, may require that we build additional laboratories or engage in joint ventures or other business partnerships in order to offer our tests internationally in the future. Any such restrictions would impair our ability to offer our tests in such countries and could have an adverse effect on our business, financial condition and results of operations.

Our inability to raise additional capital on acceptable terms in the future may limit our ability to develop and commercialize new tests and expand our operations.

We expect capital expenditures and operating expenses to increase over the next several years as we expand our infrastructure, commercial operations and research and development activities. The proceeds from this offering will not be sufficient to fully fund our business and growth strategy. We may seek to raise additional capital through equity offerings, debt financings, collaborations or licensing arrangements. Additional funding may not be available to us on acceptable terms, or at all. If we raise funds by issuing equity securities, dilution to our stockholders would result. Any equity securities issued also may provide for rights, preferences or privileges senior to those of holders of our common stock. The terms of debt securities issued or borrowings, if available, could impose significant restrictions on our operations. The

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incurrence of additional indebtedness or the issuance of certain equity securities could result in increased fixed payment obligations and could also result in restrictive covenants, such as limitations on our ability to incur additional debt or issue additional equity, limitations on our ability to acquire or license intellectual property rights, and other operating restrictions that could adversely affect our ability to conduct our business. In addition, the issuance of additional equity securities by us, or the possibility of such issuance, may cause the market price of our common stock to decline. In the event that we enter into collaborations or licensing arrangements to raise capital, we may be required to accept unfavorable terms. These agreements may require that we relinquish or license to a third party on unfavorable terms our rights to tests we otherwise would seek to develop or commercialize ourselves, or reserve certain opportunities for future potential arrangements when we might be able to achieve more favorable terms. If we are not able to secure additional funding when needed, we may have to delay, reduce the scope of or eliminate one or more research and development programs or selling and marketing initiatives. In addition, we may have to work with a partner on one or more aspects of our tests or market development programs, which could lower the economic value of those tests or programs to our company.

We may acquire businesses or assets, form joint ventures or make investments in other companies or technologies that could harm our operating results, dilute our stockholders' ownership, or cause us to incur debt or significant expense.

As part of our business strategy, we may pursue acquisitions of complementary businesses or assets, as well as technology licensing arrangements. We also may pursue strategic alliances that leverage our core technology and industry experience to expand our offerings or distribution, or make investments in other companies. As an organization, we have limited experience with respect to acquisitions as well as the formation of strategic alliances and joint ventures. If we make any acquisitions in the future, we may not be able to integrate these acquisitions successfully into our existing business, and we could assume unknown or contingent liabilities. Any future acquisitions by us also could result in significant write-offs or the incurrence of debt and contingent liabilities, any of which could harm our operating results. Integration of an acquired company or business also may require management resources that otherwise would be available for ongoing development of our existing business. We may not identify or complete these transactions in a timely manner, on a cost-effective basis, or at all, and we may not realize the anticipated benefits of any acquisition, technology license, strategic alliance, joint venture or investment.

To finance any acquisitions or investments, we may choose to raise additional funds. If we raise funds by issuing equity securities, dilution to our stockholders could result. Any equity securities issued also may provide for rights, preferences or privileges senior to those of holders of our common stock. If we raise funds by issuing debt securities, these debt securities would have rights, preferences and privileges senior to those of holders of our common stock. The terms of debt securities issued or borrowings could impose significant restrictions on our operations. If we raise funds through collaborations and licensing arrangements, we might be required to relinquish significant rights to our technologies or products, or grant licenses on terms that are not favorable to us. Once we become a public company, if the price of our common stock is low or volatile, we may not be able to acquire other companies for stock. Alternatively, it may be necessary for us to raise additional funds for these activities through public or private financings. Additional funds may not be available on terms that are favorable to us, or at all.

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We depend on our information technology systems, and any failure of these systems could harm our business.

We depend on information technology and telecommunications systems for significant elements of our operations, including our laboratory information management system, our bioinformatics analytical software systems, our database of information relating to genetic variations and their role in disease process and drug metabolism, our clinical report optimization systems, our customer-facing web-based software, our customer reporting, and our family history and risk assessment tools. We have installed, and expect to expand, a number of enterprise software systems that affect a broad range of business processes and functional areas, including for example, systems handling human resources, financial controls and reporting, customer relationship management, regulatory compliance, and other infrastructure operations. In addition, we intend to extend the capabilities of both our preventative and detective security controls by augmenting the monitoring and alerting functions, the network design, and the automatic countermeasure operations of our technical systems. These information technology and telecommunications systems support a variety of functions, including laboratory operations, test validation, sample tracking, quality control, customer service support, billing and reimbursement, research and development activities, scientific and medical curation, and general administrative activities. In addition, our third-party billing and collections provider depends upon technology and telecommunications systems provided by outside vendors.

Information technology and telecommunications systems are vulnerable to damage from a variety of sources, including telecommunications or network failures, malicious human acts and natural disasters. Moreover, despite network security and back-up measures, some of our servers are potentially vulnerable to physical or electronic break-ins, computer viruses, and similar disruptive problems. Despite the precautionary measures we have taken to prevent unanticipated problems that could affect our information technology and telecommunications systems, failures or significant downtime of our information technology or telecommunications systems or those used by our third-party service providers could prevent us from conducting tests, preparing and providing reports to physicians, billing payors, processing reimbursement appeals, handling physician or patient inquiries, conducting research and development activities, and managing the administrative aspects of our business. Any disruption or loss of information technology or telecommunications systems on which critical aspects of our operations depend could have an adverse effect on our business.

Ethical, legal and social concerns related to the use of genetic information could reduce demand for our tests.

Genetic testing has raised ethical, legal, and social issues regarding privacy and the appropriate uses of the resulting information. Governmental authorities could, for social or other purposes, limit or regulate the use of genetic information or genetic testing or prohibit testing for genetic predisposition to certain conditions, particularly for those that have no known cure. Similarly, these concerns may lead patients to refuse to use, or clinicians to be reluctant to order, genomic tests even if permissible. These and other ethical, legal and social concerns may limit market acceptance of our tests or reduce the potential markets for our tests, either of which could have an adverse effect on our business, financial condition, or results of operations.

Our employees may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements, which could cause significant liability for us and harm our reputation.

We are exposed to the risk of employee fraud or other misconduct, including intentional failures to comply with government regulations or similar regulations of comparable foreign regulatory authorities, to provide

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accurate information to the FDA or comparable foreign regulatory authorities, to comply with federal and state healthcare fraud and abuse laws and regulations and similar laws and regulations established and enforced by comparable foreign regulatory authorities, and to report financial information or data accurately or disclose unauthorized activities to us. We have a code of conduct and ethics for our directors, officers and employees, but it is not always possible to identify and deter employee misconduct, and the precautions we take to detect and prevent this activity may not be effective in controlling risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business and results of operations, including the imposition of significant fines or other sanctions.

Risks related to government regulation

If the FDA regulates our tests as medical devices, we could incur substantial costs and our business, financial condition, and results of operations could be adversely affected.

We provide our tests as laboratory-developed tests, or LDTs. The Centers for Medicare and Medicaid Services, or CMS, and certain state agencies regulate the performance of LDTs (as authorized by the Clinical Laboratory Improvement Amendments of 1988, or CLIA, and state law, respectively).

Historically, the U.S. Food and Drug Administration, or FDA, has exercised enforcement discretion with respect to most LDTs and has not required laboratories that furnish LDTs to comply with the agency's requirements for medical devices (e.g., establishment registration, device listing, quality systems regulations, premarket clearance or premarket approval, and post-market controls). In recent years, however, the FDA has stated it intends to end its policy of general enforcement discretion and regulate certain LDTs as medical devices. To this end, on October 3, 2014, the FDA issued two draft guidance documents, entitled "Framework for Regulatory Oversight of Laboratory Developed Tests (LDTs)" and "FDA Notification and Medical Device Reporting for Laboratory Developed Tests (LDTs)", respectively, that set forth a proposed risk-based regulatory framework that would apply varying levels of FDA oversight to LDTs. The FDA has indicated that it does not intend to modify its policy of enforcement discretion until the draft guidance documents are finalized. It is unclear at this time when, or if, the draft guidance documents will be finalized, and even then, the new regulatory requirements are proposed to be phased-in consistent with the schedule set forth in the guidance (in as little as 12 months after the draft guidance is finalized for certain high-priority LDTs). Nevertheless, the FDA may decide to regulate certain LDTs on a case-by-case basis at any time.

Legislative proposals addressing the FDA's oversight of LDTs have been introduced in previous Congresses, and we expect that new legislative proposals will be introduced from time-to-time. The likelihood that Congress will pass such legislation and the extent to which such legislation may affect the FDA's plans to regulate certain LDTs as medical devices is difficult to predict at this time.

If the FDA ultimately regulates certain LDTs as medical devices, whether via final guidance, final regulation, or as instructed by Congress, our tests may be subject to certain additional regulatory requirements. Complying with the FDA's requirements for medical devices can be expensive, time-consuming, and subject us to significant or unanticipated delays. Insofar as we may be required to obtain premarket clearance or approval to perform or continue performing an LDT, we cannot assure you that we will be able to obtain such authorization. Even if we obtain regulatory clearance or approval where required, such authorization may not be for the intended uses that we believe are commercially attractive or are critical to the

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commercial success of our tests. As a result, the application of the FDA's medical device requirements to our tests could materially and adversely affect our business, financial condition, and results of operations.

Failure to comply with applicable FDA regulatory requirements may trigger a range of enforcement actions by the FDA including warning letters, civil monetary penalties, injunctions, criminal prosecution, recall or seizure, operating restrictions, partial suspension or total shutdown of operations, and denial of or challenges to applications for clearance or approval, as well as significant adverse publicity.

In addition, in November 2013, the FDA issued final guidance regarding the distribution of products labeled for research use only. Certain of the reagents and other products we use in our tests are labeled as research use only products. Certain of our suppliers may cease selling research use only products to us and any failure to obtain an acceptable substitute could significantly and adversely affect our business, financial condition and results of operations.

If we fail to comply with federal, state and foreign laboratory licensing requirements, we could lose the ability to perform our tests or experience disruptions to our business.

We are subject to CLIA, a federal law that regulates clinical laboratories that perform testing on specimens derived from humans for the purpose of providing information for the diagnosis, prevention, or treatment of disease. CLIA regulations establish specific standards with respect to personnel qualifications, facility administration, proficiency testing, quality control, quality assurance, and inspections. CLIA certification is also required in order for us to be eligible to bill state and federal healthcare programs, as well as many private third-party payors, for our tests. We have a current CLIA certificate to conduct our tests at our laboratory in San Francisco. To renew this certificate, we are subject to survey and inspection every two years. Moreover, CLIA inspectors may make random inspections of our clinical reference laboratory.

We are also required to maintain a license to conduct testing in California. California laws establish standards for day-to-day operation of our clinical reference laboratory in San Francisco, including the training and skills required of personnel and quality control. We also maintain licenses to conduct testing in Florida, Maryland, Pennsylvania and Rhode Island. Our clinical reference laboratories are required to be licensed on a test-specific basis by New York State as an out of state laboratory and our products, as LDTs, must be approved by the New York State Department of Health, or NYDOH, before they are performed on specimens from New York. Once approved, we would also be subject to periodic inspection by the NYDOH and required to demonstrate ongoing compliance with NYDOH regulations and standards. Because our laboratories are not licensed by New York, we are currently prohibited from testing samples from New York. Other states may adopt similar licensure requirements in the future, which may require us to modify, delay or stop our operations in such jurisdictions. We may also be subject to regulation in foreign jurisdictions as we seek to expand international utilization of our tests or such jurisdictions adopt new licensure requirements, which may require review of our tests in order to offer them or may have other limitations such as restrictions on the transport of human blood necessary for us to perform our tests that may limit our ability to make our tests available outside of the United States. Complying with licensure requirements in new jurisdictions may be expensive, time-consuming, and subject us to significant and unanticipated delays.

Failure to comply with applicable clinical laboratory licensure requirements may result in a range of enforcement actions, including license suspension, limitation, or revocation, directed plan of action, onsite monitoring, civil monetary penalties, criminal sanctions, and cancellation of the laboratory's approval to receive Medicare and Medicaid payment for its services, as well as significant adverse publicity. Any sanction imposed under CLIA, its implementing regulations, or state or foreign laws or regulations governing clinical laboratory licensure, or our failure to renew our CLIA certificate, a state or foreign

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license, or accreditation, could have a material adverse effect on our business, financial condition and results of operations. Even if we were able to bring our laboratory back into compliance, we could incur significant expenses and potentially lose revenue in doing so.

The College of American Pathologists, or CAP, maintains a clinical laboratory accreditation program. Designed to go well beyond regulatory compliance, CAP asserts that the program helps laboratories achieve the highest standards of excellence to positively impact patient care. While not required to operate a CLIA-certified laboratory, many private insurers require CAP accreditation as a condition to contracting with clinical laboratories to cover their tests. In addition, some countries outside the United States require CAP accreditation as a condition to permitting clinical laboratories to test samples taken from their citizens. In November 2014, we obtained CAP accreditation for our San Francisco laboratory. Failure to maintain CAP accreditation could have a material adverse effect on the sales of our tests and the results of our operations.

Complying with numerous statutes and regulations pertaining to our business is an expensive and time-consuming process, and any failure to comply could result in substantial penalties.

Our operations are subject to other extensive federal, state, local and foreign laws and regulations, all of which are subject to change. These laws and regulations currently include, among others:

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HIPAA, which established comprehensive federal standards with respect to the privacy and security of protected health information and requirements for the use of certain standardized electronic transactions;

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amendments to HIPAA under HITECH, which strengthen and expand HIPAA privacy and security compliance requirements, increase penalties for violators, extend enforcement authority to state attorneys general, and impose requirements for breach notification;

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the federal Anti-Kickback Statute, which prohibits knowingly and willfully offering, paying, soliciting, or receiving remuneration, directly or indirectly, overtly or covertly, in cash or in kind, in return for or to induce such person to refer an individual, or to purchase, lease, order, arrange for, or recommend purchasing, leasing or ordering, any good, facility, item or service that is reimbursable, in whole or in part, under a federal healthcare program;

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the federal Stark physician self-referral law, which prohibits a physician from making a referral for certain designated health services covered by the Medicare program, including laboratory and pathology services, if the physician or an immediate family member has a financial relationship with the entity providing the designated health services, and prohibits that entity from billing or presenting a claim for the designated health services furnished pursuant to the prohibited referral, unless an exception applies;

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the federal false claims laws, which impose liability on any person or entity that, among other things, knowingly presents, or causes to be presented, a false or fraudulent claim for payment to the federal government;

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the federal Civil Monetary Penalties Law, which prohibits, among other things, the offering or transfer of remuneration to a Medicare or state healthcare program beneficiary if the person knows or should know it is likely to influence the beneficiary's selection of a particular provider, practitioner, or supplier of services reimbursable by Medicare or a state healthcare program, unless an exception applies;

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the HIPAA fraud and abuse provisions, which created new federal criminal statutes that prohibit, among other things, defrauding healthcare programs, willfully obstructing a criminal investigation of a

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    healthcare offense and falsifying or concealing a material fact or making any materially false statements in connection with the payment for healthcare benefits, items or services;

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other federal and state fraud and abuse laws, such as anti-kickback laws, prohibitions on self-referral, fee-splitting restrictions, insurance fraud laws, anti-markup laws, prohibitions on the provision of tests at no or discounted cost to induce physician or patient adoption, and false claims acts, which may extend to services reimbursable by any third-party payor, including private insurers;

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the prohibition on reassignment of Medicare claims, which, subject to certain exceptions, precludes the reassignment of Medicare claims to any other party;

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state laws that prohibit other specified practices, such as billing physicians for testing that they order; waiving coinsurance, copayments, deductibles, and other amounts owed by patients; billing a state Medicaid program at a price that is higher than what is charged to one or more other payors; and

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similar foreign laws and regulations that apply to us in the countries in which we operate or may operate in the future.

We have adopted policies and procedures designed to comply with these laws and regulations. In the ordinary course of our business, we conduct internal reviews of our compliance with these laws. Our compliance is also subject to governmental review. The growth of our business and our expansion outside of the United States may increase the potential of violating these laws or our internal policies and procedures. The risk of our being found in violation of these or other laws and regulations is further increased by the fact that many have not been fully interpreted by the regulatory authorities or the courts, and their provisions are open to a variety of interpretations. Any action brought against us for violation of these or other laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses and divert our management's attention from the operation of our business. If our operations are found to be in violation of any of these laws and regulations, we may be subject to any applicable penalty associated with the violation, including administrative, civil and criminal penalties, damages, fines, individual imprisonment, exclusion from participation in Federal healthcare programs, refunding of payments received by us, and curtailment or cessation of our operations. Any of the foregoing consequences could seriously harm our business and our financial results.

We could be adversely affected by violations of the FCPA and other worldwide anti-bribery laws.

We are also subject to the FCPA, which prohibits companies and their intermediaries from making payments in violation of law to non-U.S. government officials for the purpose of obtaining or retaining business or securing any other improper advantage. Our reliance on independent distributors to sell our tests internationally demands a high degree of vigilance in maintaining our policy against participation in corrupt activity, because these distributors could be deemed to be our agents, and we could be held responsible for their actions. Other U.S. companies in the medical device and pharmaceutical fields have faced criminal penalties under the FCPA for allowing their agents to deviate from appropriate practices in doing business with these individuals. We are also subject to similar anti-bribery laws in the jurisdictions in which we operate, including the United Kingdom's Bribery Act of 2010, which also prohibits commercial bribery and makes it a crime for companies to fail to prevent bribery. These laws are complex and far-reaching in nature, and, as a result, we cannot assure you that we would not be required in the future to alter one or more of our practices to be in compliance with these laws or any changes in these laws or the interpretation thereof. Any violations of these laws, or allegations of such violations, could disrupt our operations, involve significant management distraction, involve significant costs and expenses, including legal fees, and could result in a material adverse effect on our business, prospects, financial condition, or

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results of operations. We could also incur severe penalties, including criminal and civil penalties, disgorgement, and other remedial measures.

Healthcare policy changes, including recently enacted legislation reforming the U.S. healthcare system, may have a material adverse effect on our financial condition, results of operations and cash flows.

In March 2010, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act, collectively referred to as the Affordable Care Act, was enacted in the United States, which made a number of substantial changes in the way healthcare is financed by both governmental and private insurers. Among other things, the Affordable Care Act:

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requires each medical device manufacturer to pay a sales tax equal to 2.3% of the price for which such manufacturer sells its medical devices, and began to apply to sales of taxable medical devices after December 31, 2012. It is unclear at this time when, or if, the provision of our LDTs will trigger the medical device tax if the FDA ends its policy of general enforcement discretion and regulates certain LDTs as medical devices. It is possible, however, that this tax will apply to some or all of our tests or tests which are in development.

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mandates a reduction in payments for clinical laboratory services paid under the Medicare Clinical Laboratory Fee Schedule of 1.75% for the years 2011 through 2015. In addition, a multi-factor productivity adjustment is made to the fee schedule payment amount.

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establishes an Independent Payment Advisory Board to reduce the per capita rate of growth in Medicare spending. The Independent Payment Advisory Board has broad discretion to propose policies, which may have a negative impact on payment rates for our tests beginning in 2016.

The Medicare Physician Fee Schedule rates for diagnostic tests are updated annually under the current statutory formula. For the past several years, the application of the statutory formula would have resulted in substantial payment reductions to all items and services reimbursed under the Physician Fee Schedule if Congress had failed to intervene. In the past, Congress has passed interim legislation to prevent the decreases, with the most current legislation postponing the payment reductions through March 31, 2015. If Congress fails to pass legislation to prevent application of the sustainable growth rate payment reductions beginning April 1, 2015, or for any future deadline, the resulting decrease in payment could materially adversely impact our revenue for services reimbursed under the Medicare Physician Fee Schedule, e.g., physician interpretation of molecular testing.

Many of the Current Procedure Terminology, or CPT, procedure codes that we use to bill our tests were revised by the American Medical Association, effective January 1, 2013. Moreover, the AMA recently released new codes to report genomic sequencing procedures, and in November 2014, CMS published a final determination that sets the price for these codes for purposes of calendar year 2015 via the gap-filling methodology, where Medicare contractors establish jurisdiction-specific payment amounts for these tests, from which national limits may be set under Medicare for 2016. We do not yet know how our tests may fit under these new codes, but if we are required to report our tests under these codes, we cannot assure you that Medicare or its contractors will set adequate reimbursement rates for these new codes.

In April 2014, Congress passed the Protecting Access to Medicare Act of 2014, or PAMA, which included substantial changes to the way in which clinical laboratory services will be paid under Medicare. Under PAMA, clinical laboratories must report to Medicare private payor rates beginning in 2016 and every three years thereafter for clinical diagnostic laboratory tests that are not advanced diagnostic laboratory tests and every year for advanced diagnostic laboratory tests. An advanced diagnostic laboratory test is a

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clinical diagnostic laboratory test covered under Medicare that is offered and furnished only by a single laboratory and not sold for use by a laboratory other than the original developing laboratory (or a successor owner) and meets one of the following criteria: (1) the test is an analysis of multiple biomarkers of DNA, RNA, or proteins combined with a unique algorithm to yield a single patient-specific result; (2) the test is cleared or approved by the FDA; or (3) the test meets other similar criteria established by the Secretary of Health and Human Services (no criteria have been established by the Secretary as of October 2014).

We do not believe that our tests meet the current definition of advanced diagnostic laboratory tests, but in the event that our tests are determined by CMS to meet these criteria or new criteria developed by CMS, we would be required to report private payor data for those tests annually. Otherwise, we will be required to report private payor rates for our tests on an every three years basis. Laboratories that fail to report the required payment information may be subject to substantial civil money penalties.

For tests furnished on or after January 1, 2017, Medicare payments for clinical diagnostic laboratory tests will be paid based upon these reported private payor rates. For clinical diagnostic laboratory tests that are assigned a new or substantially revised code, initial payment rates for clinical diagnostic laboratory tests that are not advanced diagnostic laboratory tests will be assigned by the cross-walk or gap-fill methodology, as under prior law. Initial payment rates for new advanced diagnostic laboratory tests will be based on the actual list charge for the laboratory test. The impact of the new payment system on rates for our tests, including any current or future clinical diagnostic laboratory tests or advanced diagnostic laboratory tests we develop, is not clear at this time.

We cannot predict whether future healthcare initiatives will be implemented at the federal or state level, or how any future legislation or regulation may affect us. For instance, the payment reductions imposed by the Affordable Care Act and the expansion of the federal and state governments' role in the U.S. healthcare industry as well as changes to the reimbursement amounts paid by payors for our tests and future tests or our medical procedure volumes may reduce our profits and have a materially adverse effect on our business, financial condition, results of operations, and cash flows. Moreover, Congress has proposed on several occasions to impose a 20% coinsurance on patients for clinical laboratory tests reimbursed under the clinical laboratory fee schedule, which would increase our billing and collecting costs and decrease our revenue.

If we use hazardous materials in a manner that causes injury, we could be liable for resulting damages.

Our activities currently require the use of hazardous chemicals and biological material. We cannot eliminate the risk of accidental contamination or injury to employees or third parties from the use, storage, handling, or disposal of these materials. In the event of contamination or injury, we could be held liable for any resulting damages, and any liability could exceed our resources or any applicable insurance coverage we may have. Additionally, we are subject on an ongoing basis to federal, state, and local laws and regulations governing the use, storage, handling and disposal of these materials and specified waste products. The cost of compliance with these laws and regulations may become significant, and our failure to comply may result in substantial fines or other consequences, and either could negatively affect our operating results.

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Risks related to our intellectual property

Litigation or other proceedings or third-party claims of intellectual property infringement or misappropriation have and may continue to require us to spend significant time and money, and could in the future prevent us from selling our tests or impact our stock price.

Our commercial success will depend in part on our avoiding infringement of patents and proprietary rights of third parties, including for example the intellectual property rights of competitors. Our activities may be subject to claims that we infringe or otherwise violate patents owned or controlled by third parties. Numerous U.S. and foreign patents and pending patent applications exist in the genetic testing market and are owned by third parties. We cannot assure you that our operations do not, or will not in the future, infringe existing or future patents. We may be unaware of patents that a third party, including for example a competitor in the genetic testing market, might assert are infringed by our business. There may also be patent applications that, if issued as patents, could be asserted against us. Third parties making claims against us for infringement or misappropriation of their intellectual property rights may seek and obtain injunctive or other equitable relief, which could effectively block our ability to perform our tests. Further, if a patent infringement suit were brought against us, we could be forced to stop or delay our development or sales of any tests or other activities that are the subject of such suit. Defense of these claims, regardless of merit, could cause us to incur substantial expenses and be a substantial diversion of our employee resources. In the event of a successful claim of infringement against us by a third party, we may have to (1) pay substantial damages, including treble damages and attorneys' fees if we are found to have willfully infringed patents; (2) obtain one or more licenses, which may not be available on commercially reasonable terms (if at all); (3) pay royalties; and (4) redesign any infringing tests or other activities, which may be impossible or require substantial time and monetary expenditure.

On November 26, 2013, in response to infringement allegations by Myriad we sued Myriad in the Northern District of California for declaratory judgment that certain of its U.S. patents are invalid and not infringed by our tests. This case has since been consolidated for pre-trial proceedings with actions for infringement by Myriad together with certain of its licensors, the Myriad Plaintiffs, against six other companies. See "Business—Legal proceedings." The Myriad Plaintiffs counterclaimed against us, alleging that our tests infringe those patents and alleging that we are willfully infringing those patents. As we continue to commercialize our tests in their current or an updated form, launch different and expanded tests, and enter new markets, we expect the Myriad Plaintiffs will continue to claim, and other competitors might claim, that our tests infringe or misappropriate their intellectual property rights as part of business strategies designed to impede our successful commercialization and entry into new markets.

Although we believe that we are not infringing any valid and enforceable patent rights of the Myriad Plaintiffs, we cannot assure you that the court will rule in our favor or, if such a ruling is made, that it can be sustained upon any appeal. We have incurred significant costs and a diversion of the attention of our management and technical personnel in defending ourselves against these claims, and we may in the future incur substantial costs and further diversion of the attention of our management and technical personnel in defending ourselves against such claims. Any adverse ruling or perception of an adverse ruling in defending ourselves could have a material adverse impact on our cash position and stock price. Furthermore, parties making claims against us, such as the Myriad Plaintiffs, may seek and thereby potentially obtain injunctive or other relief, which could block our ability to commercialize our tests, and could result in the award of substantial damages against us. In the event of a successful claim of infringement or misappropriation against us, we may be required to pay damages and obtain one or more

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licenses from third parties, or be prohibited from commercializing certain tests, all of which could have a material adverse impact on our cash position and business and financial condition.

If licenses to third-party intellectual property rights are or become required for us to engage in our business, we may be unable to obtain them at a reasonable cost, if at all. Even if such licenses are available, we could incur substantial costs related to royalty payments for licenses obtained from third parties, which could negatively affect our gross margins. Moreover, we could encounter delays in the introduction of tests while we attempt to develop alternatives. Defense of any lawsuit or failure to obtain any of these licenses on favorable terms could prevent us from commercializing tests, which could materially affect our ability to grow and thus adversely affect our business and financial condition.

Developments in patent law could have a negative impact on our business.

We believe that naturally occurring DNA sequences should not be patentable, and we do not currently have any patents or patent applications directed to such sequences nor have we in-licensed such patents rights of any third party. In this regard, a few key cases involving diagnostic method claims and "gene patents" have recently been decided by the U.S. Supreme Court. On March 20, 2012, the U.S. Supreme Court issued a decision in Mayo Collaborative v. Prometheus Laboratories, or Mayo, a case involving patent claims directed to optimizing on a patient-specific basis the dosage of a certain drug by measuring its metabolites in a patient. In Mayo, the U.S. Supreme Court determined that patent claims directed at detection of natural correlations, such as the correlation between drug metabolite levels in a patient and that drug's optimal dosage for such patient, are not eligible for patent protection. The Mayo Court held that claims based on this type of comparison between an observed fact and an understanding of that fact's implications represent attempts to patent a natural law and, moreover, when the processes for making the comparison are not themselves sufficiently inventive, claims to such processes are similarly patent-ineligible. On June 13, 2013, the U.S. Supreme Court decided Association for Molecular Pathology v. Myriad Genetics, or Myriad, a case brought by multiple plaintiffs challenging the validity of certain patent claims held by Myriad relating to the breast cancer susceptibility genes BRCA1 and BRCA2. In Myriad, the U.S. Supreme Court held that genomic DNAs that have been isolated from, or have the same sequence as, naturally occurring samples, such as the DNA constituting the BRCA1 and BRCA2 genes or fragments thereof, are not eligible for patent protection. Instead, the Myriad Court held that only those complementary DNAs, or cDNAs, which have a sequence that differs from a naturally occurring fragment of genomic DNA may be patent eligible. Because it will be applied by other courts to all gene patents, the holding in Myriad also invalidates patent claims to other genes and gene variants. On June 19, 2014, the U.S. Supreme Court decided Alice Corporation v. CLS Bank (2014), or Alice, where it amplified its Mayo and Myriad decisions and clarified the analytical framework for distinguishing between patents that claim laws of nature, natural phenomena and abstract ideas and those that claim patent-eligible applications of such concepts. According to the Alice Court, the analysis depends on whether a patent claim directed to a law of nature, a natural phenomenon or an abstract idea contains additional elements, an "inventive concept," that "is 'sufficient to ensure that the patent in practice amounts to significantly more than a patent upon the [ineligible concept] itself"' (citing Mayo).

Although we view the Mayo, Myriad and Alice cases as aligned with our belief that naturally occurring DNA sequences should not be patentable, it is possible that subsequent determinations by the U.S. Supreme Court or other federal courts could limit, alter or potentially overrule the holdings of such cases. Moreover, from time to time the U.S. Supreme Court, other federal courts, the United States Congress or the U.S. Patent and Trademark Office, or USPTO, may change the standards of patentability, and any such changes could run contrary to, or otherwise be inconsistent with, our belief that naturally occurring DNA sequences should not be patentable.

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We cannot fully predict what impact the U.S. Supreme Court's decisions in Mayo, Myriad and Alice may have on the ability of various third parties, including competitors with substantial resources, to obtain or enforce patents relating to genes, genomic discoveries or genetic testing services currently or in the future. The Mayo, Myriad and Alice decisions are relatively new, and the precise contours of patent eligibility with respect to claims to laws of nature, natural phenomena or abstract ideas are not yet fully settled and may take many years to develop, including through further interpretation in the courts. There are many patents claiming testing methods based on similar or related correlations that issued before Mayo, and although some or many of these patents may be invalid under the standard set forth in Mayo, until successfully challenged, these patents may be entitled to a presumption of validity and enforceability in litigation, and certain third parties could allege that we infringe, or request that we obtain a license to, these patents. Whether based on patents issued prior to or after Mayo, we could have to defend ourselves against claims of patent infringement, or choose to license rights, if available, under patents claiming such methods. Moreover, although the U.S. Supreme Court has held in Myriad that isolated genomic DNA is not patent-eligible subject matter, certain third parties could allege that activities that we may undertake infringe other classes of gene-related patent claims, and we could have to defend ourselves against these claims by asserting non-infringement or invalidity positions, or pay to obtain a license to these claims. In any of the foregoing or in other situations involving third-party intellectual property rights, if we are unsuccessful in defending against claims of patent infringement, we could be forced to pay damages or be subjected to an injunction that would prevent us from utilizing the patented subject matter in question if we are unable to obtain a license on reasonable terms. Such outcomes could materially affect our ability to offer our tests and have a material adverse impact on our business. Even if we are able to obtain a license or successfully defend against claims of patent infringement, the cost and distraction associated with the defense or settlement of these claims could have a material adverse impact on our business.

With respect to our own patent protection, recent patent reform legislation could increase the uncertainties and costs surrounding the prosecution of any patent applications and the enforcement or defense of any patents that issue. On September 16, 2011, the Leahy-Smith America Invents Act, or the Leahy-Smith Act, was signed into law. The Leahy-Smith Act includes a number of significant changes to U.S. patent law. These include provisions that affect the way patent applications are prosecuted, redefine prior art, may affect patent litigation and switch the U.S. patent system from a "first-to-invent" system to a "first-to-file" system. Under a "first-to-file" system, assuming the other requirements for patentability are met, the first inventor to file a patent application generally will be entitled to the patent on an invention regardless of whether another inventor had made the invention earlier. The USPTO has developed new regulations and procedures to govern administration of the Leahy-Smith Act, and many of the substantive changes to patent law associated with the Leahy-Smith Act, including in particular the first-to-file provisions, became effective on March 16, 2013. Among other changes to the patent laws are features that limit where a patentee may file a patent infringement suit and that provide opportunities for third parties to challenge any issued patent in the USPTO. The Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of any patents that issue, all of which could harm our business and financial condition. In addition, further patent reform legislation may pass in the future that could lead to additional uncertainties and increased costs surrounding the prosecution, enforcement and defense of patent applications and any patents we may obtain.

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Our inability to effectively protect our proprietary technologies, including the confidentiality of our trade secrets, could harm our competitive position.

We currently rely upon trade secret protection and copyright, as well as non-disclosure agreements and invention assignment agreements with our employees, consultants and third-parties, and to a limited extent patent protection, to protect our confidential and proprietary information. Although our competitors have utilized and are expected to continue utilizing similar methods and have aggregated and are expected to continue to aggregate similar databases of genetic testing information, our success will depend upon our ability to develop proprietary methods and databases and to defend any advantages afforded to us by such methods and databases relative to our competitors. If we do not protect our intellectual property adequately, competitors may be able to use our methods and databases and thereby erode any competitive advantages we may have.

We will be able to protect our proprietary rights from unauthorized use by third parties only to the extent that our proprietary technologies are covered by valid and enforceable patents or are effectively maintained as trade secrets. In this regard, we have applied, and we intend to continue applying, for patents covering such aspects of our technologies as we deem appropriate. However, we expect that potential patent coverage we may obtain will not be sufficient to prevent substantial competition. In this regard, we believe it is probable that others will independently develop similar or alternative technologies or design around technologies for which we may obtain patent protection. In addition, any patent applications we file may be challenged and may not result in issued patents or may be invalidated or narrowed in scope after they are issued. Questions as to inventorship or ownership may also arise. Any finding that our patents or applications are unenforceable could harm our ability to prevent others from practicing the related technology, and a finding that others have inventorship or ownership rights to our patents and applications could require us to obtain certain rights to practice related technologies, which may not be available on favorable terms, if at all. If we initiate lawsuits to protect or enforce our patents, or litigate against third party claims, which would be expensive, and, if we lose, we may lose some of our intellectual property rights. Furthermore, these lawsuits may divert the attention of our management and technical personnel.

We expect to rely primarily upon trade secrets and proprietary know-how protection for our confidential and proprietary information, and we have taken security measures to protect this information. These measures, however, may not provide adequate protection for our trade secrets, know-how, or other confidential information. Among other things, we seek to protect our trade secrets and confidential information by entering into confidentiality agreements with employees and consultants. There can be no assurance that any confidentiality agreements that we have with our employees and consultants will provide meaningful protection for our trade secrets and confidential information or will provide adequate remedies in the event of unauthorized use or disclosure of such information. Accordingly, there also can be no assurance that our trade secrets will not otherwise become known or be independently developed by competitors. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret can be difficult, expensive, and time-consuming, and the outcome is unpredictable. In addition, trade secrets may be independently developed by others in a manner that could prevent legal recourse by us. If any of our confidential or proprietary information, such as our trade secrets, were to be disclosed or misappropriated, or if any such information was independently developed by a competitor, our competitive position could be harmed.

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We may not be able to enforce our intellectual property rights throughout the world.

The laws of some foreign countries do not protect proprietary rights to the same extent as the laws of the United States, and many companies have encountered significant challenges in establishing and enforcing their proprietary rights outside of the United States. These challenges can be caused by the absence of rules and methods for the establishment and enforcement of intellectual property rights outside of the United States. In addition, the legal systems of some countries, particularly developing countries, do not favor the enforcement of patents and other intellectual property protection, especially those relating to healthcare. This could make it difficult for us to stop the infringement of our patents, if obtained, or the misappropriation of our other intellectual property rights. For example, many foreign countries have compulsory licensing laws under which a patent owner must grant licenses to third parties. In addition, many countries limit the enforceability of patents against third parties, including government agencies or government contractors. In these countries, patents may provide limited or no benefit. Patent protection must ultimately be sought on a country-by-country basis, which is an expensive and time-consuming process with uncertain outcomes. Accordingly, we may choose not to seek patent protection in certain countries, and we will not have the benefit of patent protection in such countries. Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business. Accordingly, our efforts to protect our intellectual property rights in such countries may be inadequate. In addition, changes in the law and legal decisions by courts in the United States and foreign countries may affect our ability to obtain adequate protection for our technology and the enforcement of intellectual property.

Third parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets.

We employ individuals who were previously employed at universities or genetic testing, diagnostic or other healthcare companies, including our competitors or potential competitors. Although we try to ensure that our employees and consultants do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or our employees or consultants have inadvertently or otherwise used or disclosed intellectual property, including trade secrets or other proprietary information, of a former employer or other third parties. Further, we may be subject to ownership disputes in the future arising, for example, from conflicting obligations of consultants or others who are involved in developing our intellectual property. Litigation may be necessary to defend against these claims. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.

Risks related to being a public company

We will incur increased costs and demands on management as a result of compliance with laws and regulations applicable to public companies, which could harm our operating results.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company, including costs associated with public company reporting requirements. In addition, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, as well as rules implemented by the SEC and the New York Stock Exchange, or NYSE, impose a number of requirements on public companies, including with respect to corporate governance practices. The SEC and other regulators have continued to adopt new rules and regulations and make additional changes to existing regulations that require our compliance. In July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, was

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enacted. There are significant corporate governance and executive-compensation-related provisions in the Dodd-Frank Act that require the SEC to adopt additional rules and regulations in these areas. Our management and other personnel will need to devote a substantial amount of time to these compliance and disclosure obligations. If these requirements divert the attention of our management and personnel from other aspects of our business concerns, they could have a material adverse effect on our business, financial condition and results of operations. Moreover, these rules and regulations applicable to public companies will substantially increase our legal, accounting and financial compliance costs, require that we hire additional personnel and make some activities more time-consuming and costly. We also expect that it will be more expensive for us to obtain director and officer liability insurance. We cannot predict or estimate the amount or timing of additional costs we may incur to comply with these requirements.

If we are unable to implement and maintain effective internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our reported financial information and the market price of our common stock may be negatively affected.

As a public company, we will be required to maintain internal control over financial reporting and to report any material weaknesses in such internal control. Section 404 of the Sarbanes-Oxley Act requires that we evaluate and determine the effectiveness of our internal control over financial reporting and, beginning with our annual report for the year ending December 31, 2015, provide a management report on our internal control over financial reporting. If we have a material weakness in our internal control over financial reporting, we may not detect errors on a timely basis and our financial statements may be materially misstated. We are in the process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404 of the Sarbanes-Oxley Act. We may not be able to complete our evaluation, testing and any required remediation in a timely fashion.

During the evaluation and testing process, if we identify one or more material weaknesses in our internal controls, our management will be unable to conclude that our internal control over financial reporting is effective. Moreover, when we are no longer an emerging growth company, our independent registered public accounting firm will be required to issue an attestation report on the effectiveness of our internal control over financial reporting. Even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm may conclude that there are material weaknesses with respect to our internal controls or the level at which our internal controls are documented, designed, implemented or reviewed.

If we are unable to conclude that our internal control over financial reporting is effective, or when we are no longer an emerging growth company, if our auditors were to express an adverse opinion on the effectiveness of our internal control over financial reporting because we had one or more material weaknesses, investors could lose confidence in the accuracy and completeness of our financial disclosures, which could cause the price of our common stock to decline. Internal control deficiencies could also result in the restatement of our financial results in the future.

We are an emerging growth company and may elect to comply with reduced public company reporting requirements applicable to emerging growth companies, which could make our common stock less attractive to investors.

We are an emerging growth company, as defined under the Securities Act of 1933, or the Securities Act. We will remain an emerging growth company for up to five years, although if our revenue exceeds $1 billion in any fiscal year before that time, we would cease to be an emerging growth company as of the end of that fiscal year. In addition, if the market value of our common stock that is held by non-affiliates

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exceeds $700 million as of the last business day of our second fiscal quarter of any fiscal year before the end of that five-year period, we would cease to be an emerging growth company as of December 31 of that year. As an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to certain other public companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced financial statement and financial-related disclosures, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirement of holding a nonbinding advisory vote on executive compensation and obtaining stockholder approval of any golden parachute payments not previously approved by our stockholders. We cannot predict whether investors will find our common stock less attractive if we choose to rely on any of these exemptions. If investors find our common stock less attractive as a result of any choices to reduce future disclosure we may make, there may be a less active trading market for our common stock and our stock price may be more volatile

Risks related to this offering and our common stock

If an active, liquid trading market for our common stock does not develop, you may not be able to sell your shares of our common stock.

Prior to this offering, there has been no public market for our common stock, and an active and liquid trading market for our stock may not develop or be sustained after this offering. You may not be able to sell your shares quickly or at or above the market price if trading in our common stock is not active. Further, an inactive market may also impair our ability to raise capital by selling our common stock and may impair our ability to enter into strategic partnerships or acquire businesses, products or technologies using our common stock as consideration. We and the representatives of the underwriters have determined the initial public offering price of our common stock through negotiation. This price may not necessarily reflect the price at which investors in the market will be willing to buy our stock following this offering, and you may not be able to sell your shares of our common stock at or above the initial offering price.

Our stock price may be volatile, and you may not be able to sell shares of our common stock at or above the price you paid.

The trading price of our common stock following this offering is likely to be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. These factors include:

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actual or anticipated fluctuations in our operating results;

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competition from existing tests or new tests that may emerge;

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announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, collaborations, or capital commitments;

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failure to meet or exceed financial estimates and projections of the investment community or that we provide to the public;

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issuance of new or updated research or reports by securities analysts or changed recommendations for our stock;

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our focus on long term goals over short term results;

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the timing of our investments in the growth of our business;

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actual or anticipated changes in regulatory oversight of our business;

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additions or departures of key management or other personnel;

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disputes or other developments related to our intellectual property or other proprietary rights, including litigation;

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changes in reimbursement by current or potential payors; and

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general economic and market conditions.

In addition, the stock market in general, and the market for stock of life sciences companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors may seriously affect the market price of our common stock, regardless of our actual operating performance. These fluctuations may be even more pronounced in the trading market for our stock shortly following this offering. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company's securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management's attention and resources.

Future sales of shares by existing stockholders could cause our stock price to decline.

If our existing stockholders sell, or indicate an intent to sell, substantial amounts of our common stock in the public market after the 180-day contractual lock-up and other legal restrictions on resale discussed in this prospectus lapse, the trading price of our common stock could decline significantly and could decline below the initial public offering price. Based on                           shares outstanding as of October 31, 2014, upon the completion of this offering, we will have                           outstanding shares of common stock, assuming no exercise of outstanding options. Of these shares,                            shares of common stock, plus any shares sold pursuant to the underwriters' option to purchase additional shares, will be immediately freely tradable, without restriction, in the public market. J.P. Morgan Securities LLC, however, may, in its discretion, permit our officers, directors and other stockholders who have entered to lock-up agreements in connection with this offering to sell shares prior to the expiration of the lock-up agreements.

After the lock-up agreements pertaining to this offering expire and based on                   shares outstanding as of October 31, 2014, an additional                           shares will be eligible for sale in the public market. In addition, upon issuance, the                           shares subject to outstanding options under our stock option plans, the                           shares reserved for future issuance under our stock incentive plans and the                           shares reserved for future issuance under our employee stock purchase plan will become eligible for sale in the public market in the future, subject to certain legal and contractual limitations. Moreover, 180 days after the completion of this offering, holders of approximately                           shares of our common stock will have the right to require us to register these shares under the Securities Act pursuant to an investors' rights agreement. If our existing stockholders sell substantial amounts of our common stock in the public market, or if the public perceives that such sales could occur, this could have an adverse effect on the market price of our common stock.

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We will have broad discretion in how we use the net proceeds of this offering. We may not use these proceeds effectively, which could affect our results of operations and cause our stock price to decline.

Although we currently intend to use the net proceeds from this offering in the manner described in the section entitled "Use of Proceeds" in this prospectus, we will have considerable discretion in the application of the net proceeds of this offering. We may use the net proceeds for purposes that do not yield a significant return or any return at all for our stockholders. In addition, pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value. If we do not invest or apply the net proceeds from this offering in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our stock price to decline.

We have never paid dividends on our capital stock and we do not anticipate paying dividends in the foreseeable future.

We have never paid dividends on any of our capital stock and currently intend to retain any future earnings to fund the growth of our business. In addition, we may enter into credit agreements or other borrowing arrangements in the future that will restrict our ability to declare or pay cash dividends on our common stock. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant. As a result, capital appreciation, if any, of our common stock will be the sole source of gain for the foreseeable future.

Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.

As of December 31, 2013, our total gross deferred tax assets were $13.8 million. Due to our lack of earnings history and uncertainties surrounding our ability to generate future taxable income, the net deferred tax assets have been fully offset by a valuation allowance. The deferred tax assets were primarily comprised of federal and state tax net operating losses and tax credit carryforwards. Furthermore, under Section 382 of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code, if a corporation undergoes an "ownership change," the corporation's ability to use its pre-change net operating loss carryforwards, or NOLs, and other pre-change tax attributes (such as research tax credits) to offset its future taxable income may be limited. In general, an "ownership change" occurs if there is a cumulative change in our ownership by "5% shareholders" that exceeds 50 percentage points over a rolling three-year period. Our existing NOLs and tax credit carryovers may be subject to limitations arising from previous ownership changes, and if we undergo one or more ownership changes in connection with our initial public offering or future transactions in our stock, our ability to utilize NOLs and tax credit carryovers could be further limited by Section 382 of the Internal Revenue Code. As a result, if we earn net taxable income, our ability to use our pre-change net operating loss and tax credit carryforwards to offset U.S. federal taxable income may be subject to limitations, which could potentially result in increased future tax liability to us. The annual limitation may result in the expiration of certain net operating loss and tax credit carryforwards before their utilization. In addition, at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed.

Purchasers in this offering will experience immediate and substantial dilution in the book value of their investment.

The initial public offering price of our common stock is substantially higher than the net tangible book value per share of our common stock immediately after this offering. Therefore, if you purchase our common stock in this offering, you will incur immediate dilution of $              in net tangible book value per

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share from the price you paid, based on the assumed initial public offering price of $              per share. In addition, new investors who purchase shares in this offering will contribute approximately         % of the total amount of equity capital raised by us through the date of this offering, but will only own approximately         % of the outstanding equity capital. The exercise of outstanding options will result in further dilution. For a detailed description of the dilution that you will experience immediately after this offering, see "Dilution."

Insiders will exercise significant control over our company and will be able to influence corporate matters.

Our directors, executive officers, 5% or greater stockholders and their affiliates beneficially owned, in the aggregate, approximately 77% of our outstanding capital stock as of October 31, 2014. Upon the completion of this offering, and assuming they do not purchase shares in this offering, this same group will hold approximately          % of our outstanding capital stock. As a result, these stockholders will be able to exercise significant influence over all matters submitted to our stockholders for approval, including the election of directors and approval of significant corporate transactions, such as a merger or sale of our company or its assets. This concentration of ownership may have the effect of delaying or preventing a third party from acquiring control of our company and could adversely affect the market price of our common stock.

If securities or industry analysts issue an adverse opinion regarding our stock or do not publish research or reports about our company, our stock price and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that equity research analysts publish about us and our business. We do not control these analysts or the content and opinions included in their reports. Securities analysts may elect not to provide research coverage of our company after the closing of this offering, and such lack of research coverage may adversely affect the market price of our common stock. The price of our common stock could also decline if one or more equity research analysts downgrade our common stock or issue other unfavorable commentary or cease publishing reports about us or our business. If one or more equity research analysts cease coverage of our company, we could lose visibility in the market, which in turn could cause our stock price to decline.

Anti-takeover provisions in our charter documents and under Delaware law could discourage, delay or prevent a change in control and may affect the trading price of our common stock.

Provisions in our restated certificate of incorporation and our amended and restated bylaws to become effective upon the completion of this offering may have the effect of delaying or preventing a change of control or changes in our management. Our restated certificate of incorporation and amended and restated bylaws include provisions that:

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authorize our board of directors to issue, without further action by the stockholders, up to                  shares of undesignated preferred stock;

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require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent;

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specify that special meetings of our stockholders can be called only by our board of directors, our chairman of the board, or our chief executive officer;

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establish an advance notice procedure for stockholder approvals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to our board of directors;

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•
establish that our board of directors is divided into three classes, Class I, Class II and Class III, with each class serving staggered terms;

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provide that our directors may be removed only for cause;

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provide that vacancies on our board of directors may, except as otherwise required by law, be filled only by a majority of directors then in office, even if less than a quorum; and

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require a super-majority of votes to amend certain of the above-mentioned provisions as well as to amend our bylaws generally.

In addition, we are subject to the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. Section 203 generally prohibits us from engaging in a business combination with an interested stockholder subject to certain exceptions.

Our certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

Our certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for:

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any derivative action or proceeding brought on our behalf;

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any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, or other employees to us or our stockholders;

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any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our certificate of incorporation or our bylaws; or

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any action asserting a claim against us governed by the internal affairs doctrine.

Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the provisions of our certificate of incorporation described above. This choice of forum provision may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers, and other employees. Alternatively, if a court were to find these provisions of our certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.

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Special note regarding forward-looking statements

This prospectus includes forward-looking statements. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future results of operations and financial position, strategy and plans, and our expectations for future operations, are forward-looking statements. The words "believe," "may," "will," "estimate," "continue," "anticipate," "design," "intend," "expect" or the negative version of these words and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the section entitled "Risk Factors." In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements and you should not place undue reliance on these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

•
our views regarding the future of genetic testing and its role in mainstream medical practice;

•
strategic plans for our business, products and technology, including our ability to expand our assay and develop new assays while maintaining attractive pricing, further enhance our genetic testing process and the related user experience, build interest in and demand for our tests (including by driving traffic to our website) and attract potential partners;

•
our expectations with respect to our near-term plan of operation;

•
the implementation of our business model;

•
the rate and degree of market acceptance of our tests and genetic testing generally;

•
our ability to scale our infrastructure and operations in a cost-effective manner;

•
the timing of and our ability to introduce improvements to our genetic testing platform and to expand our current assay to include additional genes;

•
our expectations with respect to future hirings;

•
the timing and results of studies with respect to our tests;

•
developments and projections relating to our competitors and our industry;

•
the degree to which individuals will share genetic information generally, as well as share any related potential economic opportunities with us;

•
our commercial plans, including our sales and marketing expectations;

•
our ability to obtain and maintain adequate reimbursement for our tests;

•
regulatory developments in the United States and foreign countries;

•
our ability to retain key scientific or management personnel;

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•
our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

•
our expectations regarding the time during which we will be an emerging growth company under the JOBS Act;

•
our ability to obtain funding for our operations;

•
our financial performance;

•
our expectations regarding our future revenue, cost of revenue, operating expenses and capital expenditures, and our future capital requirements; and

•
our anticipated uses of the net proceeds from this offering.

Although we believe that the expectations and assumptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Any forward-looking statement made by us in this prospectus speaks only as of the date on which it is made. We disclaim any duty to update any of these forward-looking statements after the date of this prospectus to confirm these statements to actual results or revised expectations.

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Use of proceeds

We estimate that the net proceeds from the sale of shares of our common stock in this offering will be approximately $               million, based on an assumed initial public offering price of $              per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters' option to purchase additional shares from us is exercised in full, we estimate that we will receive additional net proceeds of $               million, based upon the same assumed initial offering price. A $1.00 increase (decrease) in the assumed initial public offering price would increase (decrease) the net proceeds to us by $               million, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. We may also increase or decrease the number of shares we are offering. An increase (decrease) of 1.0 million shares in the number of shares offered by us would increase (decrease) the net proceeds to us by $               million, assuming an initial public offering price of $              per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The principal purposes of this offering are to obtain additional capital to support our operations, increase our visibility in the marketplace, establish a public market for our common stock and facilitate our future access to the public capital markets. We currently intend to use the proceeds from this offering as follows:

•
between approximately $          million and $          million for research and development, including assay development, software development for our analysis pipeline and our clinical report optimization platform, or CROP;

•
between approximately $          million and $          million for selling and marketing activities, including development and operation of our web site for taking and delivering customer orders, hiring sales, customer service and marketing personnel, and marketing programs, including attendance at conferences;

•
between approximately $          million and $          million for capital expenditures, including investment in additional laboratory capacity, sample preparation and sequencing equipment and computer systems for generating, analyzing and storing genetic information; and

•
the remainder for corporate and administrative expenses (including personnel-related costs and costs associated with operating as a public company), and for working capital and other general corporate purposes.

The expected use of the net proceeds from this offering described above represents our intentions based upon our current plans and business conditions. The amounts and timing of our actual expenditures depend on numerous factors, including competitive and technological developments, the number of billable tests we perform, our success in obtaining reimbursement, our ability to lower the costs associated with performing our tests, the amount of cash generated by our operations, the timing and amount of investments in our business, demand for tests with expanded genetic content, demand for enhancement of our analysis pipeline and CROP to service greater assay volume potentially at reduced turnaround times, utilization of our website for taking and delivering customer orders, the need for sales, customer service and marketing personnel to drive demand and address customer requirements, and the need for increased amounts of laboratory capacity, sample preparation and sequencing equipment and computer systems for generating, analyzing and storing genetic information. If our development of additional assays or systems

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requires more resources than we anticipate, we may allocate additional proceeds from this offering to our research and development activities. If market acceptance of and reimbursement for our assays is slower than we anticipate, we may reallocate a portion of the proceeds from research and development and capital expenditures to selling and marketing activities.

We may also use a portion of the net proceeds from this offering to license, acquire or invest in complementary business, technologies, products or assets. However, we have no current plans, commitments or obligations to do so. Accordingly, our management team will have broad discretion in using the net proceeds to be received by us from this offering. Pending the use of proceeds from this offering as described above, we plan to invest the net proceeds in short- and intermediate-term, interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.

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 Dividend policy

We have never declared or paid any cash dividends on our capital stock. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant.

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Capitalization

The following table sets forth our cash and cash equivalents and capitalization as of September 30, 2014, as follows:

•
on an actual basis;

•
on a pro forma basis to give effect to the issuance of an aggregate of 35,500,000 shares of our Series F convertible preferred stock in October 2014 and the automatic conversion of all outstanding shares of our convertible preferred stock as of September 30, 2014 and the Series F convertible preferred stock into an aggregate of 141,131,524 shares of our common stock immediately prior to the completion of this offering; and

•
on a pro forma as adjusted basis to give further effect to the receipt of the estimated net proceeds from the sale of                   shares of common stock in this offering at a price of $              per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated expenses payable by us.

You should read this table in conjunction with "Selected consolidated financial and other data" and "Management's discussion and analysis of financial condition and results of operations" and our consolidated financial statements and related notes included elsewhere in this prospectus.

   
 
   As of September 30, 2014  
(In thousands, except share and per share data)
   Actual
   Pro forma
   Pro forma
as adjusted(1)
  

 

  

                   
 
   (Unaudited)
  

Cash and cash equivalents

   $ 59,138   $ 127,589   $    
       

Capital lease obligation

     1,377     1,377        

Convertible preferred stock, par value $0.0001 per share: 116,131,524 shares authorized, 105,631,524 issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted

     133,907     —        

Stockholders' equity (deficit):

                    

Preferred stock, par value $0.0001 per share: no shares authorized, issued or outstanding, actual or pro forma;              shares authorized, no shares issued or outstanding pro forma as adjusted

     —     —        

Common stock, par value $0.0001 per share: 135,131,524 shares authorized, 5,383,469 shares issued and outstanding, actual;              shares authorized, 146,514,933 shares issued and outstanding, pro forma;              shares issued and outstanding, pro forma as adjusted

     —     15        

Additional paid-in capital

     1,108     203,451        

Accumulated deficit

     (69,875 )   (69,875 )      
       

Total stockholders' equity (deficit)

     (68,767 )   133,591        
       

Total capitalization

   $ 66,517   $ 134,968   $    
   

(1)    A $1.00 increase (decrease) in the assumed initial public offering price of $              per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) each of cash and cash equivalents, additional paid-in capital, total

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capitalization and total stockholders' equity (deficit) by $               million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. An increase (decrease) of 1.0 million shares in the number of shares offered by us would increase (decrease) each of cash and cash equivalents, additional paid-in capital, total capitalization and total stockholders' equity (deficit) by approximately $               million, assuming an initial public offering price of $              per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. The pro forma as adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

If the underwriters' exercise their option to purchase additional shares in full, pro forma as adjusted cash and cash equivalents, common stock, additional paid-in capital, total stockholders' equity (deficit) and shares issued and outstanding as of September 30, 2014 would be $              , $              , $              , $              and                           , respectively.

The number of shares of common stock in the table above is based on 146,514,993 shares outstanding as of September 30, 2014, after giving effect to the automatic conversion immediately prior to the completion of this offering of all outstanding shares of our convertible preferred stock into an aggregate of 141,131,524 shares of common stock (which includes an aggregate of 35,500,000 shares of common stock issuable upon the conversion of Series F convertible preferred stock issued in October 2014), and excludes:

•
8,243,351 shares of common stock issuable upon the exercise of options outstanding as of September 30, 2014, at a weighted-average exercise price of $0.40 per share;

•
180,969 shares of common stock issued in connection with the early exercise of options, which are subject to our right of repurchase as of September 30, 2014;

•
5,192,215 shares of common stock reserved for future issuance under our 2010 Stock Plan as of September 30, 2014;

•
              shares of common stock, subject to increase on an annual basis, reserved for future issuance under our 2015 Stock Plan, which will become effective in connection with this offering; and

•
              shares of common stock, subject to an increase on an annual basis, reserved for future issuance under the ESPP, which will become effective in connection with this offering.

Subsequent to September 30, 2014 through November 30, 2014, we granted options to purchase 3,640,000 shares of common stock at an exercise price of $1.45 per share.

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Dilution

If you purchase our common stock in this offering, your ownership interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock immediately after this offering.

Our net tangible book deficit of our common stock as of September 30, 2014 was approximately $69.2 million, or approximately $12.86 per share, based on 5,383,469 shares of common stock outstanding as of September 30, 2014. Net tangible book value per share is determined by dividing the number of shares of common stock outstanding as of September 30, 2014 into our total tangible assets (total assets less intangible assets) less total liabilities and convertible preferred stock.

On a pro forma basis, after giving effect to the sale of an aggregate of 35,500,000 shares of our Series F convertible preferred stock in October 2014 at $2.00 per share and the automatic conversion of 141,131,524 shares of convertible preferred stock into common stock which will occur immediately prior to the completion of this offering, our pro forma net tangible book value as of September 30, 2014 would have been $               million, or $              per share.

On a pro forma as adjusted basis, after giving additional effect to our sale of shares of common stock in this offering at an assumed initial public offering price of $              per share, the midpoint of the price range set forth on the front cover of this prospectus and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma net tangible book value as of September 30, 2014 would have been $               million, or $              per share. This represents an immediate increase in pro forma net tangible book value of $              per share to existing stockholders and an immediate dilution of $              per share to new investors purchasing shares in this offering, as illustrated by the following table:

   

Assumed initial public offering price per share

         $    

Pro forma net tangible book value per share as of September 30, 2014

   $          

Increase in pro forma net tangible book value per share attributable to new investors

              
             
​ ​ ​ ​ ​ ​ ​ ​

Pro forma as adjusted net tangible book value per share after this offering

              
             
​ ​ ​ ​ ​ ​ ​ ​

Dilution per share to investors in this offering

         $    
   

A $1.00 increase (decrease) in the assumed initial public offering price would increase (decrease) our pro forma as adjusted net tangible book value by approximately $               million, or approximately $              per share, and the pro forma dilution per share to investors in this offering by approximately $              , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. An increase (decrease) of 1.0 million shares in the number of shares offered by us would increase (decrease) pro forma as adjusted net tangible book value by approximately $               million, or $              per share, and the pro forma dilution per share to investors in this offering by $              . The pro forma as adjusted information discussed above is illustrative only and will be adjusted based on the actual initial public offering price, the number of shares we sell in this offering and other terms of this offering.

If the underwriters' option to purchase additional shares from us is exercised in full, the pro forma as adjusted net tangible book value per share after this offering would be $              per share, the increase in pro forma as adjusted net tangible book value per share to existing stockholders would be $              per share and the dilution to new investors purchasing shares in this offering would be $              per share.

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The following table presents, on a pro forma as adjusted basis as of September 30, 2014, the differences between existing stockholders and purchasers of shares in this offering with respect to the number of shares purchased from us, the total consideration paid or to be paid and the average price paid per share assuming with respect to the purchasers of shares in this offering an initial public offering price of $              per share, the midpoint of the price range on the cover of this prospectus before deducting estimated underwriting discounts and commissions and estimated expenses payable by us:

   
 
    
    
   Total
consideration 		   
  
 
   Total shares    
  
 
   Average price
per share
  
 
   Number
   Percent
   Amount
   Percent
  
   

Existing stockholders before this offering

           %   $       %   $    

Investors participating in this offering

                           $    
             
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Total

           100%   $       100%        
         

A $1.00 increase (decrease) in the assumed initial public offering price of $              per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the total consideration paid to us by new investors and total consideration paid to us by all stockholders by $               million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. An increase (decrease) of 1.0 million shares in the number of shares offered by us would increase (decrease) the total consideration paid to us by new investors and total consideration paid to us by all stockholders by $               million, assuming an initial public offering price of $              per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters' option to purchase additional shares is exercised in full, existing stockholders would own         % and new investors would own         % of the total number of shares of our common stock outstanding immediately after this offering.

The foregoing is based on 146,514,993 shares outstanding as of September 30, 2014 after giving effect to the automatic conversion immediately prior to the completion of this offering of all outstanding shares of our convertible preferred stock into an aggregate of 141,131,524 shares of common stock (which includes an aggregate of 35,500,000 shares of common stock issuable upon the conversion of Series F convertible preferred stock issued in October 2014), and excludes:

•
8,243,351 shares of common stock issuable upon the exercise of options outstanding as of September 30, 2014, at a weighted-average exercise price of $0.40 per share;

•
180,969 shares of common stock issued in connection with the early exercise of options, which are subject to our right of repurchase as of September 30, 2014;

•
5,192,215 shares of common stock reserved for future issuance under our 2010 Stock Plan as of September 30, 2014;

•
              shares of common stock, subject to increase on an annual basis, reserved for future issuance under our 2015 Stock Plan, which will become effective in connection with this offering; and

•
              shares of common stock, subject to an increase on an annual basis, reserved for future issuance under the ESPP.

Subsequent to September 30, 2014 through November 30, 2014, we granted options to purchase 3,640,000 shares of common stock at an exercise price of $1.45 per share. To the extent that any outstanding options are exercised or new options are issued under our 2010 Stock Plan, there will be further dilution to investors participating in this offering.

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Selected consolidated financial and other data

We derived the selected consolidated statements of operations data for the years ended December 31, 2012 and 2013 and the selected consolidated balance sheets data as of December 31, 2012 and 2013 from our audited consolidated financial statements included elsewhere in this prospectus. We derived the selected consolidated statements of operations data for the nine months ended September 30, 2013 and 2014 and the selected consolidated balance sheet data as of September 30, 2014 from our unaudited interim condensed consolidated financial statements and related notes included elsewhere in this prospectus. Our unaudited interim condensed consolidated financial statements were prepared on the same basis as our audited consolidated financial statements and include, in our opinion, all adjustments, consisting of normal recurring adjustments that we consider necessary for a fair presentation of the financial information set forth in those consolidated financial statements. Historical results are not necessarily indicative of the results that may be expected in the future. You should read the selected consolidated financial data together with "Management's discussion and analysis of financial condition and results of operations" and our consolidated financial statements, related notes and other financial information included elsewhere in this prospectus. The selected consolidated financial data is qualified in its entirety by the consolidated financial statements and related notes included elsewhere in this prospectus.

   
 
    
    
   Nine months ended September 30,  
 
   Year ended December 31,  
(In thousands, except share, per share and other operating data)
  
  2012
   2013
   2013
   2014
  
   
 
    
    
   (Unaudited)
  

Consolidated statements of operations data:

                          

Revenue

   $ —   $ 148   $ 60   $ 729  

Costs and operating expenses:

                          

Cost of revenue(1)

     —     667     441     3,263  

Research and development(1)

     5,557     16,039     10,621     15,600  

Selling and marketing(1)

     —     2,431     1,599     5,823  

General and administrative(1)

     3,004     5,764     4,037     8,112  
       

Total costs and operating expenses

     8,561     24,901     16,698     32,798  
       

Loss from operations

     (8,561 )   (24,753 )   (16,638 )   (32,069 )

Other income (expense), net

     2     (26 )   (25 )   (69 )

Interest expense

     (43 )   (59 )   (44 )   (49 )
       

Net loss

   $ (8,602 ) $ (24,838 ) $ (16,707 ) $ (32,187 )
       

Net loss attributable to common stockholders(2)

   $ (9,014 ) $ (24,989 ) $ (16,858 ) $ (32,187 )
       

Net loss per share attributable to common stockholders, basic and diluted(2)

   $ (2.36 ) $ (6.02 ) $ (4.13 ) $ (6.54 )
       

Shares used in computing net loss per share attributable to common stockholders, basic and diluted(2)

     3,814,255     4,150,519     4,078,837     4,918,489  

Pro forma net loss per share attributable to common stockholders, basic and diluted(2)

         $ (0.41 )       $ (0.36 )
                       
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Shares used in computing pro forma net loss per share attributable to common stockholders, basic and diluted(2)

           60,977,738           89,280,782  
   

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   Year ended
December 31, 		  Nine months ended
September 30, 		 
 
   2012
   2013
   2013
   2014
  
   

Other operating data:

                          

Billable tests(3)

     —     229     145     1,819  
   

(1)    Includes stock-based compensation as follows:

 
    
    
   (Unaudited)
  
 
   Year ended
December 31, 		  Nine months ended
September 30, 		 
(In thousands)
   2012
   2013
   2013
   2014
  
   

Cost of revenue

   $ —   $ 11   $ 7   $ 47  

Research and development

     46     165     106     231  

Selling and marketing

     —     42     26     90  

General and administrative

     19     42     26     170  
       

Total stock-based compensation

   $ 65   $ 260   $ 165   $ 538  
   

(2)    See Notes 2 and 10 to our audited consolidated financial statements and Note 7 of our unaudited condensed consolidated financial statements included elsewhere in this prospectus for an explanation of the calculations of our basic and diluted net loss per share attributable to common stockholders and basic and diluted pro forma net loss per share attributable to common stockholders.

(3)    Billable tests represent the number of tests performed in a period that are billable to third-party payors, institutions or patients. We consider the number of billable tests to be an important indicator of the growth in our business.

   
 
   As of December 31,    
  
 
   As of September 30,
2014
  
(In thousands)
   2012
   2013
  
   
 
    
    
   (Unaudited)
  

Consolidated balance sheet data:

                    

Cash and cash equivalents

   $ 21,801   $ 43,070   $ 59,138  

Working capital

     21,043     41,577     53,527  

Total assets

     25,973     53,103     73,147  

Capital lease obligations

     1,215     2,001     1,377  

Convertible preferred stock

     36,755     86,574     133,907  

Accumulated deficit

     (12,850 )   (37,688 )   (69,875 )

Total stockholders' deficit

     (12,759 )   (37,280 )   (68,767 )
   

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Management's discussion and analysis of financial condition and results of operations

You should read the following discussion and analysis of our financial condition and results of operations together with the section entitled "Selected consolidated financial data" and our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion and other parts of this prospectus contain forward-looking statements that involve risks and uncertainties, such as our plans, objectives, expectations, intentions and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section entitled "Risk factors" included elsewhere in this prospectus.

Overview

Our mission is to bring comprehensive genetic information into mainstream medical practice to improve the quality of healthcare for billions of people. Our goal is to aggregate most of the world's genetic tests into a single service with higher quality, faster turnaround time and lower price than many single gene tests today. By aggregating large numbers of currently available genetic tests into a single service, we can achieve great economies of scale that allow us to not only provide primary single gene or multi-gene tests but also to generate and store additional genetic information on behalf of the patient for future use. We refer to the service of managing genetic information over the course of disease or the lifetime of a patient as "genome management." In addition, as more individuals gain access to their genetic information, we believe that sharing genetic information will provide an economic opportunity for patients and us to participate in advancing the understanding and treatment of disease.

From our inception through November 30, 2014, we raised an aggregate of $207.0 million in equity financing, established the infrastructure necessary to launch our service and were primarily focused on the research and development of our initial assay. We launched our first commercial offering in late November 2013, an assay of 216 genes comprising 85 different genetic disorders and 17 targeted panels, and began selling and marketing our panels with a focused effort on hereditary cancers, including breast, colon and pancreatic cancer. We charge $1,500 per sample in most cases, which allows our clients to receive test results on any or all genes in a specific indication or multi-gene panel. We also currently offer a free re-requisition of additional data within the same indication when ordered within 90 days of the date of service. In addition, clients may obtain test results on genes that are in other indications or panels, or genes within the same indication or panel more than 90 days after the date of initial service, for an additional fee. Importantly, we are providing turnaround time of less than three weeks for the substantial majority of our tests. Since our initial launch, we have marketed additional panels based on the same assay of 216 genes.

We have experienced rapid growth in recent periods. Our revenue increased from $0 in 2012 to $0.1 million in 2013. Our revenue increased from $60,000 for the nine months ended September 30, 2013 to $0.7 million for the nine months ended September 30, 2014. We incurred a net loss of $8.6 million and $24.8 million for the years ended December 31, 2012 and 2013, respectively, and $16.7 million and $32.2 million for the nine months ended September 30, 2013 and 2014, respectively. As of September 30, 2014, we had an accumulated deficit of $69.9 million. We also increased our number of employees from 44 on January 1, 2013 to 144 employees as of October 31, 2014. Our sales force grew from one person in the first quarter of 2014 to nine people in the fourth quarter of 2014.

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We are growing our volume rapidly and, since our commercial launch, we have delivered more than 2,000 billable tests as of September 30, 2014. Sales of our tests have grown significantly in 2014 from over 200 tests in the first quarter of 2014 to over 1,000 tests in the third quarter of 2014, which we believe is evidence that our value proposition is attractive to our clients. We estimate that the U.S. market for hereditary cancer tests is greater than $650 million per year and thus represents a key growth opportunity for us. From inception through September 30, 2014, approximately 26% of billable tests have been paid. On a historical basis through September 30, 2014, approximately 44% of the billable tests we performed have been billable to institutions and patients, and the remainder have been billable to third-party payors. Many of the gene tests on our assay are tests for which private insurers reimburse. However, because we do not have reimbursement policies or contracts with very many private insurers, our claims for reimbursement from them may be denied upon submission, and we must appeal the claims. The appeals process is time consuming and expensive, and may not result in payment. Even if we are successful achieving reimbursement, we may be paid at lower rates than if we were under contract with the third-party payor. When there is not a contracted rate for reimbursement, there is typically a greater co-insurance or co-payment requirement from the patient which may result in further delay or decreased likelihood of collection.

As discussed in greater detail in "—Factors affecting our performance," we intend to continue to invest aggressively in our business and to incur additional expenditures as a public company. As a result of these and other factors, we expect to incur operating losses for the foreseeable future and may need to raise additional capital in order to fund our operations. If we are unable to achieve our revenue growth objectives and successfully manage our costs, we may not be able to achieve profitability.

We believe that the keys to our future growth will be to steadily increase the amount of genetic content we offer, consistently improve the client experience, drive physician and patient utilization of our website for ordering and delivery of results, increase the number of partners working with us to add value for our clients and consistently drive down the price per gene for genetic analysis and interpretation.

Factors affecting our performance

Number of billable tests

The growth in our genetic testing business is tied to the number of tests for which we bill third-party payors, institutions or patients, which we refer to as billable tests. We bill for our services following delivery of the billable test report derived from testing samples and interpreting the results. We incur the expenses associated with a test in the period in which the test is processed regardless of when payment is received with respect to that test. We believe the number of billable tests in any period is an important indicator of the growth in our business.

Success obtaining reimbursement

Our ability to increase the number of billable tests and our revenue will depend on our success achieving broad reimbursement coverage for our tests from third-party payors. Reimbursement may depend on a number of factors, including a payor's determination that a test is appropriate, medically necessary and cost-effective. Because each payor makes its own decision as to whether to establish a policy or enter into a contract to reimburse for our testing services, seeking these approvals is a time-consuming and costly process. In addition, physicians may decide not to order our tests if the cost of the test is not covered by insurance. Because we require an ordering physician to requisition a test, our revenue growth also depends on our ability to successfully promote the adoption of our testing services and expand our base of ordering physicians. We believe that establishing coverage from third-party payors, including the Center for Medicare and Medicaid Services, or CMS, is an important factor in gaining adoption by ordering physicians.

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We recently received approval as a Medicare provider, which allows us to bill for our services to Medicare patients. Further, in October 2014 we entered into a reimbursement contract with Blue Shield of California. If we are not able to obtain and maintain adequate reimbursement from third-party payors for our testing services and expand the base of physicians ordering our tests, we may not be able to effectively increase the number of billable tests or our revenue.

Ability to lower the costs associated with performing our tests

Reducing the costs associated with performing our genetic tests is both a near-term focus and a strategic objective of ours. Over the long term we will need to reduce the cost of raw materials by improving the output efficiency of our assay and lab processes, modifying our platform-agnostic assay and lab processes to use materials and technologies that provide equal or greater quality at lower cost, and improving how we manage our inventory and negotiating favorable terms for our materials purchases. We also intend to design and implement hardware and software tools that will reduce personnel cost for both laboratory and clinical operations by increasing personnel efficiency and thus lowering labor costs per test.

Investment in our business and timing of expenses

We plan to continue to invest significantly in our genetic testing, genome management and genome network business. We deploy state-of-the-art and costly technologies in our genetic testing services, and we intend to significantly scale our infrastructure, including our testing capacity and information systems. We also expect to incur software development costs as we seek to further automate our laboratory processes and genetic interpretation and report sign-out procedures, conduct ongoing research and development activities, scale our customer service capabilities and expand the functionality of our website. As part of our growth, we also plan to hire additional personnel, including software engineers, sales and marketing personnel, research and development personnel, medical specialists, biostatisticians and geneticists. In addition, we expect to incur additional expenses as a result of operating as a public company. The expenses we incur may vary significantly by quarter depending, for example, on when large equipment purchases are made or significant hiring takes place, and as we focus on building out different aspects of our business.

How we recognize revenue

Our historical revenue has been recognized when cash is received. We do not expect to recognize significant amounts of revenue on an accrual basis for some period of time. Until we achieve and maintain a predictable pattern of collection at a consistent payment amount from a large number of payors, we will continue to recognize the substantial majority of our revenue when cash is received. Additionally, as we commercialize new test offerings, we will need to achieve a predictable pattern of collection at a consistent payment amount for each payor for each new product offering prior to being able to recognize the related test revenue on an accrual basis. Because the timing and amount of cash payments received from payors is difficult to predict, we expect that our revenue will fluctuate significantly in any given quarter.

For the year ended December 31, 2013 and for the nine months ended September 30, 2014, amounts billed for tests delivered totaled $0.3 million and $3.1 million, respectively. As of December 31, 2013, we had recognized revenue of $0.1 million related to amounts billed for tests delivered during the year ended December 31, 2013. As of September 30, 2014, we had recognized revenue of $0.1 million related to amounts billed for tests delivered during the year ended December 31, 2013 and $0.6 million related to amounts billed for tests delivered during the nine months ended September 30, 2014. It is difficult to predict future revenue from previously delivered but unpaid tests. Accordingly, we cannot provide any assurance as to when, if ever, or to what extent any of these amounts will be collected. Because we are in the early stages of commercializing our tests, we have had limited payment and collection history.

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Notwithstanding our efforts to obtain payment for these tests, payors may deny our claims, in whole or in part, and we may never receive revenue from any previously delivered but unpaid tests. Revenue from these tests, if any, may not be equal to the billed amount due to a number of factors, including differences in reimbursement rates, the amounts of patient co-payments, the existence of secondary payors and claims denials.

We incur and recognize expenses for tests in the period in which the test is conducted and recognize revenue for tests in the period in which our revenue recognition criteria are met. Accordingly, any revenue that we receive in respect of previously delivered but unpaid tests will favorably impact our liquidity and results of operations in future periods.

Financial overview

Revenue

We generate revenue from the sale of our tests which provide the analysis and associated interpretation of the sequencing of parts of the genome. Clients are billed upon delivery of test results to the physician. As we do not have sufficient history of collection and are not yet able to determine a predictable pattern of collection, we currently recognize revenue when cash is received. Our ability to increase our revenue will depend on our ability to increase our market penetration, obtain contracted reimbursement coverage from third-party payors and increase the rate at which we are paid for tests performed.

Cost of revenue

Cost of revenue reflects the aggregate costs incurred in delivering test results to physicians and includes expenses for materials and supplies, personnel costs, equipment and infrastructure expenses associated with testing and allocated overhead including rent, equipment depreciation and utilities. Costs associated with performing our test are recorded as the patient's sample is processed regardless of whether and when revenue is recognized with respect to that test. As a result, our cost of revenue as percentage of revenue may vary significantly from period to period because we generally do not recognize revenue in the period in which costs are incurred. We expect cost of revenue to generally increase in line with the increase in the number of tests we perform. However, we expect that the cost per test will decrease over time due to the efficiencies we may gain as test volume increases and from automation and other cost reductions.

Operating expenses

Our operating expenses are classified into three categories: research and development, selling and marketing, and general and administrative. For each category, the largest component is personnel costs, which include salaries, employee benefit costs, bonuses, commissions, as applicable, and stock-based compensation expense.

    Research and development

Research and development expenses represent costs incurred to develop our technology and future tests, including costs associated with our efforts to expand the number of genes we can evaluate in our tests. These costs consist of personnel costs, laboratory supplies and equipment expenses, consulting costs and allocated overhead including rent, information technology, equipment depreciation and utilities.

We expense all research and development costs in the periods in which they are incurred. We expect our research and development expenses will substantially increase in absolute dollars in future periods as we continue to invest in research and development activities related to developing additional tests. We expect that in the next 12 months the substantial increase in research and development expenses will be for the

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continued development and support of our assay of 216 genes and other new testing services and programs under development.

    Selling and marketing

Selling and marketing expenses consist of personnel costs, client service expenses, direct marketing expenses, educational and promotional expenses, market research and analysis, and allocated overhead including rent, information technology, equipment depreciation and utilities. We expect our selling and marketing expenses to substantially increase over the next 12 months, primarily driven by the cost of hiring additional account executives and business development personnel associated with efforts to further penetrate the domestic market.

    General and administrative

General and administrative expenses include executive, finance and accounting, legal and human resources functions. These expenses include personnel-related costs, audit and legal expenses, consulting costs, and allocated overhead including rent, information technology, equipment depreciation and utilities. We expect our general and administrative expenses will increase as we scale our operations. We also expect to incur additional general and administrative expenses as a result of our initial public offering and operating as a public company, including expenses related to compliance with the rules and regulations of the SEC and those of any national securities exchange on which our securities will be traded, additional insurance expenses, investor relations activities and other administration and professional services.

Other income (expense), net

Other income (expense), net primarily consists of the net exchange gain/loss on foreign currency transactions related to the operations of our subsidiary in Chile.

Interest expense

Interest expense is attributable to our financing obligation under our capital lease agreements in connection with the purchase of laboratory equipment.

Critical accounting policies and estimates

Management's discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenue generated and expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material. We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management's judgments and estimates.

Revenue recognition

We generate revenue from delivery of test reports generated from our assay of 216 genes. Revenue is recognized when persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the fee is fixed or determinable; and collectability is reasonably assured. The assessment of the fixed or determinable nature of the fees charged for testing performed and the collectability of those

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fees require significant judgment by management. When evaluating these criteria, we consider whether we have sufficient history to reliably estimate a payor's payment pattern. We review the number of tests paid against the number of tests billed and the payor's outstanding balance for unpaid tests to determine whether payments are being made at a consistently high percentage of tests billed and at appropriate amounts given the amount billed. To date, we have not been able to demonstrate a predictable pattern of collectability, and therefore recognize revenue when payment is received following delivery of the report.

Stock-based compensation

Stock-based compensation expense is measured at the date of grant, based on the estimated fair value of the award and recognized as an expense over the employee's requisite service period on a straight-line basis. We estimate the grant date fair value, and the resulting stock-based compensation expense, using the Black-Scholes option-pricing model.

We account for stock-based compensation arrangements with non-employees using a fair value approach. The fair value of these options is measured using the Black-Scholes option-pricing model reflecting the same assumptions as applied to employee options in each of the reported periods, other than the expected life, which is assumed to be the remaining contractual life of the option. The compensation expenses of these arrangements are subject to remeasurement over the vesting terms as earned.

We recorded stock-based compensation expense of $65,000 and $0.3 million for the years ended December 31, 2012 and 2013, and $0.2 million and $0.5 million for the nine months ended September 30, 2013 and 2014. As of September 30, 2014, we had $2.1 million of total unrecognized stock-based compensation expense, net of estimated forfeitures, which we expect to recognize over a weighted-average period of 3.1 years.

The Black-Scholes option-pricing model requires the use of highly subjective assumptions which determine the fair value of stock-based awards. These assumptions include:

Expected term—The expected term represents the period that stock-based awards are expected to be outstanding. We used the simplified method to determine the expected term, which is based on the mid-point between the vesting date and the end of the contractual term.

Expected volatility—Since we are privately held and do not have any trading history for our common stock, the expected volatility was estimated based on the average volatility for comparable publicly traded biopharmaceutical companies over a period equal to the expected term of the stock option grants. When selecting comparable publicly traded biopharmaceutical companies on which we based our expected stock price volatility, we selected companies with comparable characteristics to us, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards. The historical volatility data was computed using the daily closing prices for the selected companies' shares during the equivalent period of the calculated expected term of the stock-based awards. We will continue to apply this process until a sufficient amount of historical information regarding the volatility of our own stock price becomes available.

Risk-free interest rate—The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of option.

Dividend yield—We have never paid dividends on our common stock and have no plans to pay dividends on our common stock. Therefore, we used an expected dividend yield of zero.

In addition to the Black-Scholes assumptions, we estimate our forfeiture rate based on an analysis of our actual forfeitures and will continue to evaluate the adequacy of the forfeiture rate based on actual

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forfeiture experience, analysis of employee turnover behavior, and other factors. The impact from any forfeiture rate adjustment would be recognized in full in the period of adjustment and if the actual number of future forfeitures differs from our estimates, we might be required to record adjustments to stock-based compensation in future periods.

Historically, for all periods prior to this initial public offering, the fair values of the shares of common stock underlying our share-based awards were estimated on each grant date by our board of directors. In order to determine the fair value of our common stock underlying option grants, our board of directors considered, among other things, contemporaneous valuations of our common stock prepared by an unrelated third-party valuation firm in accordance with the guidance provided by the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. Given the absence of a public trading market for our common stock, our board of directors exercised reasonable judgment and considered a number of objective and subjective factors to determine the best estimate of the fair value of our common stock, including our stage of development; progress of our research and development efforts; our operating and financial performance, including our levels of available capital resources; the rights, preferences and privileges of our convertible preferred stock relative to those of our common stock; sales of our convertible preferred stock in arms'-length transactions; the valuation of publicly traded companies in our industry, as well as recently completed mergers and acquisitions of peer companies; equity market conditions affecting comparable public companies; and the lack of marketability of our common stock.

In determining a fair value for our common stock, we estimated the enterprise value of our business using the market approach or option pricing back-solve method. The estimated enterprise value is then allocated to the common stock using the Option Pricing Method, or OPM, and the Probability Weighted Expected Return Method, or PWERM, or the hybrid method. The hybrid method applied the PWERM utilizing the probability of two exit scenarios, going public or being acquired, and the OPM was utilized in the remaining private scenario.

Subsequent to December 31, 2013, we granted options to purchase shares of our common stock on February 28, 2014 and October 15, 2014 to the following executive officers: (1) Sean E. George, 300,000 shares on each date; (2) Lee Bendekgey, 50,000 shares and 150,000 shares, respectively; and (3) Lisa Alderson, 200,000 shares and 150,000 shares, respectively. Each option has an exercise price of $0.57 and $1.45 per share, respectively, which our board of directors determined to constitute at least 100% of the current fair market value of our common stock on the date of grant. In each of the periods presented, the exercise price per share for each stock option was the same as the fair value of our common stock on the date of grant as determined by our board of directors, other than with respect to options to purchase an aggregate of 2,940,000 shares of common stock granted in January and February 2014 and options to purchase an aggregate of 410,500 shares of common stock granted in May 2014. We subsequently performed a reassessment of the fair value of the common stock underlying the stock options granted on these dates, and for financial reporting purposes reassessed the fair value of these grants ranging from $0.61 to $0.88 per share and correspondingly recognized additional stock-based compensation expense during the nine months ended September 30, 2014. The shares vest 25% on the one-year anniversary of the grant date and 1/48th of the shares vest each month thereafter for the remaining three years. In addition, on October 24, 2014, we granted Geoffrey S. Crouse, one of our directors, an option to purchase 15,000 shares vesting in equal monthly installments over one year, commencing on February 27, 2014. Such option has an exercise price of $1.45 per share, which our board of directors determined to constitute at least 100% of the current fair market value of our common stock on the date of grant.

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In addition, we granted options to purchase shares of our common stock to non-executive officer employees and consultants on various dates after December 31, 2013 as follows: (1) 234,000 shares with a per share exercise price of $0.57 were granted on January 16, 2014; (2) 2,156,000 shares with a per share exercise price of $0.57 were granted on February 28, 2014; (3) 370,500 shares with a per share exercise price of $0.69 were granted on May 15, 2014; (4) 40,000 shares with a per share exercise price of $0.69 were granted on May 19, 2014; (5) 2,855,000 shares with a per share exercise price of $1.45 were granted on October 15, 2014; and (6) 170,000 shares with a per share exercise price of $1.45 were granted on October 24, 2014.

For valuations after the completion of this offering, our board of directors will determine the fair value of each share of underlying common stock based on the closing price of our common stock as reported on the date of grant.

The intrinsic value of all outstanding options as of September 30, 2014 was $               million based on the estimated fair value of our common stock of $              per share, the midpoint of the price range set forth on the cover page of this prospectus.

Deferred tax assets

We use the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. We assess the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.

As of December 31, 2013, our total gross deferred tax assets were $13.8 million. Due to our lack of earnings history and uncertainties surrounding our ability to generate future taxable income, the net deferred tax assets have been fully offset by a valuation allowance. The deferred tax assets were primarily comprised of federal and state tax net operating losses and tax credit carryforwards. Utilization of the net operating loss and tax credit carryforwards may be subject to an annual limitation due to historical or future ownership percentage change rules provided by the Internal Revenue Code of 1986, and similar state provisions. The annual limitation may result in the expiration of certain net operating loss and tax credit carryforwards before their utilization.

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Results of operations

Comparison of the nine months ended September 30, 2013 and 2014

   
 
   Nine months ended September 30,    
    
  
 
   Dollar
change
   %
change
  
(In thousands)
   2013
   2014
  
   

Revenue

   $ 60   $ 729   $ 669     *  
             
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Costs and operating expenses:

                          

Cost of revenue

     441     3,263     2,822     640 %

Research and development

     10,621     15,600     4,979     47 %

Selling and marketing

     1,599     5,823     4,224     264 %

General and administrative

     4,037     8,112     4,075     101 %
             
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Total operating expenses

     16,698     32,798     16,100     96 %
             
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Loss from operations

     (16,638 )   (32,069 )   (15,431 )   93 %

Other expense, net

     (25 )   (69 )   (44 )   176  

Interest expense

     (44 )   (49 )   (5 )   11 %
             
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Net loss

   $ (16,707 ) $ (32,187 ) $ (15,480 )   93 %
   

*      Not meaningful

Revenue

Revenue increased $0.7 million for the nine months ended September 30, 2014 compared to the $60,000 recognized in the same period in 2013. Revenue for the nine months ended September 30, 2013 resulted from an early access program we offered beginning in the first quarter of 2013. The increase is due to an increase in the adoption of our test, which resulted in an increase in cash collections during 2014.

Cost of revenue

Cost of revenue increased $2.8 million, or 641%, for the nine months ended September 30, 2014 compared to the same period in 2013 primarily due to a $1.8 million increase in costs of reagents, laboratory materials and test validation costs and a $0.9 million increase in personnel costs related to the increase in headcount. The number of billed test results delivered increased from 145 for the nine months ended September 30, 2013 to 1,819 in the same period in 2014.

Research and development

Research and development expenses increased $5.0 million, or 47%, for the nine months ended September 30, 2014 compared to the same period in 2013. The increase was primarily driven by a $3.3 million increase in personnel costs related to the increase in headcount, a $1.2 million increase in allocated facilities-related expenses due to the expansion of our operations into two additional locations and a $0.4 million increase in costs of laboratory materials.

Selling and marketing

Selling and marketing expenses increased $4.2 million, or 264%, for the nine months ended September 30, 2014 compared to the same period in 2013. The increase was due to a $2.3 million increase in personnel costs and travel related expenses due to the increase in headcount, a $0.7 million increase in conferences, marketing activities and trade show-related expenses, a $0.5 million increase in consulting fees incurred in connection with various marketing and branding activities, and a $0.4 million increase related to an increase in allocated technology and facilities related expenses as the result of our office expansion.

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General and administrative

General and administrative expenses increased $4.1 million, or 101%, for the nine months ended September 30, 2014 compared to the same period in 2013. The increase was due to a $1.6 million increase in legal costs incurred primarily related to the Myriad litigation matter, a $1.0 million increase in personnel costs resulting from an increase in headcount, a $0.8 million increase in professional services to support our increasing infrastructure as we expand our operations and prepare to become a public company, and a $0.6 million increase related to an increase in allocated technology and facilities related expenses as the result of our office expansion.

Comparison of the year ended December 31, 2012 and 2013

   
 
   Year ended December 31,    
    
  
 
   Dollar
change
   %
change
  
(In thousands)
   2012
   2013
  
   

Revenue

   $ —   $ 148   $ 148     *  

Operating expenses:

                          

Cost of revenue

     —     667     667     *  

Research and development

     5,557     16,039     10,482     189%  

Selling and marketing

     —     2,431     2,431     *  

General and administrative

     3,004     5,764     2,760     92%  
             
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Total operating expenses

     8,561     24,901     16,340     191%  
             
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Loss from operations

     (8,561 )   (24,753 )   (16,192 )   189%  

Other income (expense), net

     2     (26 )   (28 )   *  

Interest expense

     (43 )   (59 )   (16 )   37%  
             
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Net loss

   $ (8,602 ) $ (24,838 ) $ (16,236 )   189%  
   

*      Not meaningful

Revenue

Revenue was $0.1 million in 2013 compared to $0 in 2012 as we had an early access program started in the first quarter of 2013, and launched our first commercial offering in late November 2013.

Cost of revenue

Cost of revenue was $0.7 million in 2013 compared to $0 in 2012. We incurred costs for 229 billable test results that we delivered during the year ended December 31, 2013. We did not begin commercial operations until the first quarter of 2013 when we had an early access program and the first commercial launch of our assay of 216 genes was in late November 2013.

Research and development

Research and development expenses increased $10.5 million, or 189%, in 2013 compared to 2012. The increase was primarily driven by a $5.1 million increase in personnel related costs due to the increase in headcount, a $3.0 million increase in laboratory materials, a $1.1 million increase in allocated facility related costs as a result of our expansion into two offices starting in March 2013, a $0.7 million increase in depreciation expense due to the increase in laboratory equipment, and a $0.3 million increase in outside consulting costs incurred for temporary lab engineering consultants hired to assist with an increase in our research activities. Further, we conduct extensive validation assays to confirm the analytical validity of our genetic testing platform and we sometimes conduct our own clinical studies to further demonstrate the utility of already known genetic tests in order to promote broader application and market adoption by the clinical community.

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Selling and marketing

Selling and marketing expenses were $2.4 million for 2013 compared to $0 for 2012. We did not begin commercial operations until we launched our early access program in the first quarter of 2013. The increase was due to a $2.1 million increase in personnel costs and travel related expenses due to the increase in headcount, a $0.2 million increase in consulting fees incurred to assist with our marketing and branding activities related to the launch of our first test and a $0.1 million increase in allocated facilities related costs as the result of our expansion of operations into two locations in 2013.

General and administrative

General and administrative expenses increased $2.8 million, or 92%, in 2013 compared to 2012. The increase was related to a $1.3 million increase in legal and accounting professional services due to the growth in our operations, a $0.8 million increase in allocated facilities related costs as the result of our expansion of operations into two locations in 2013, and a $0.7 million increase in personnel-related expenses resulting from an increase in headcount.

Quarterly results of operations and other operating data

The following table sets forth our unaudited quarterly statements of operations data for each of the seven most recent quarters in the period ended September 30, 2014. We have prepared the quarterly data on a basis consistent with the audited consolidated financial statements included elsewhere in this prospectus. In the opinion of management, the quarterly information reflects all necessary adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of this data. This information should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. The results of historical periods are not necessarily indicative of results of operations for a full year or for any future period.

   
 
   Three months ended  
(In thousands, except other operating data)
   Mar 31,
2013
   June 30,
2013
   Sept 30,
2013
   Dec 31,
2013
   Mar 31,
2014
   June 30,
2014
   Sept 30,
2014
  
   

Revenue

   $ —   $ 6   $ 54   $ 88   $ 118   $ 301   $ 310  

Costs and operating expenses:

                                            

Cost of revenue

     107     145     189     226     611     963     1,689  

Research and development

     2,589     3,576     4,456     5,418     4,965     5,078     5,557  

Selling and marketing

     396     538     665     832     1,666     1,771     2,386  

General and administrative

     1,131     1,159     1,747     1,727     1,895     3,005     3,212  
       

Total operating expenses

     4,223     5,418     7,057     8,203     9,137     10,817     12,844  
       

Loss from operations

     (4,223 )   (5,412 )   (7,003 )   (8,115 )   (9,019 )   (10,516 )   (12,534 )

Other income (expense), net

     1     1     (27 )   (1 )   3     (6 )   (66 )

Interest expense

     (14 )   (16 )   (14 )   (15 )   (17 )   (17 )   (15 )
       

Net loss

   $ (4,236 ) $ (5,427 ) $ (7,044 ) $ (8,131 ) $ (9,033 ) $ (10,539 ) $ (12,615 )
   

 

   
 
   Three months ended  
 
   Mar 31,
2013
   June 30,
2013
   Sept 30,
2013
   Dec 31,
2013
   Mar 31,
2014
   June 30,
2014
   Sept 30,
2014
  
   

Other operating data:

                                            

Billable tests

     21     52     72     84     206     496     1,117  
   

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Quarterly trends

Revenue increased quarter over quarter through September 30, 2014, reflecting our program of providing early access to our assay of 216 genes in the first quarter of 2013, followed by its commercial launch in late November 2013. The amounts we billed for our tests were approximately $2.0 million, $0.8 million, $0.3 million, $0.1 million, $95,000, $70,000 and $28,000 for the three months ended September 30, 2014, June 30, 2014, March 31, 2014, December 31, 2013, September 30, 2013, June 30, 2013 and March 31, 2013, respectively.

Operating expenses generally increased consistently with the growth of the business. Cost of revenue increases were directly related to the increase in the volume of tests processed during each of the quarters through September 30, 2014. Our expenditures in research and development were lower in the quarter ended March 31, 2014 mainly because fewer tests were run in conjunction with leading academic institutions were received and processed during the first quarter of 2014. Our selling and marketing expenses increased significantly from the fourth quarter of 2013 to the first quarter of 2014 primary due to the increase in headcount in the sales team and the increase in travel and trade show expenses to promote our testing service to the market. During 2013, our general and administrative expenses remained relatively flat in the first, second and fourth quarters. The increase in general and administrative expenses in the third quarter of 2013 was mainly due to the fluctuations in professional fees paid for legal and accounting services. General and administrative expenses increased significantly in the second quarter of 2014 mainly due to the increase in professional services fees incurred to grow our business and infrastructure.

Liquidity and capital resources

Liquidity and capital expenditures

Since inception, our operations have been financed primarily by net proceeds of $133.9 million from sales of our convertible preferred stock through September 30, 2014. In addition, we have entered into various capital lease agreements for an aggregate financing amount of $3.7 million from inception through September 30, 2014 to obtain laboratory equipment. The terms of the capital leases are typically three years with interest rates ranging from 3.5%–18.9%. The leases are secured by the underlying equipment. As of December 31, 2013 and September 30, 2014, we had $43.1 million and $59.1 million of cash and cash equivalents, respectively.

In October 2014, we issued 35,500,000 shares of Series F convertible preferred stock at a price of $2.00 per share for aggregate proceeds of $68.5 million, net of issuance costs of $2.5 million.

Our primary uses of cash are to fund our operations as we continue to grow our business. Cash used to fund operating expenses is impacted by the timing of when we pay expenses, as reflected in the change in our outstanding accounts payable and accrued expenses.

We believe that our existing cash and cash equivalents as of September 30, 2014, along with the proceeds from the sale of Series F convertible preferred stock in October 2014 and the estimated net proceeds from this offering, will be sufficient to meet our anticipated cash requirements for at least the next 12 months. However, management may in the future elect to finance operations by selling equity or debt securities. If we raise funds by issuing equity securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences or privileges senior to those of holders of our common stock. If we raise funds by issuing debt securities, these debt securities would have rights, preferences and privileges senior to those of holders of our common stock. The terms of debt securities or borrowings could impose significant restrictions on our operations. If additional funding is required, there can be no

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assurance that additional funds will be available to us on acceptable terms on a timely basis, if at all, or that we will generate sufficient cash from operations to adequately fund our operating needs or sustain profitability. If we are unable to raise additional capital or generate sufficient cash from operations to adequately fund our operations, we will need to curtail planned activities to reduce costs. Doing so will likely have an unfavorable effect on our ability to execute on our business plan.

The following table summarizes our cash flows for the periods indicated:

   
 
   Year ended
December 31, 		  Nine months ended
September 30, 		 
(In thousands)
   2012
   2013
   2013
   2014
  
   
 
    
    
   (Unaudited)
  

Cash used in operating activities

   $ (9,154 ) $ (23,030 ) $ (15,428 ) $ (28,104 )

Cash used in investing activities

     (826 )   (4,580 )   (3,898 )   (2,685 )

Cash provided by financing activities

     28,802     48,879     9,486     46,857  
   

Cash flows from operating activities

For the nine months ended September 30, 2014, cash used in operating activities was $28.1 million. The net cash outflow from operations primarily resulted from our net loss of $32.2 million offset by non-cash charges of $1.6 million for depreciation and amortization, and $0.5 million for stock-based compensation. The change in net operating assets of $1.9 million was primarily due to an increase in accounts payable and accrued liabilities of $3.3 million due to the growth in our business partially offset by an increase in prepaid expenses of $0.7 million related to prepaid equipment maintenance fees and software license fees and in other assets of $0.7 million related to the security deposit on our new office lease of $0.2 million and the capitalization of $0.5 million of offering expenses.

For the nine months ended September 30, 2013, cash used in operating activities was $15.4 million. The net cash outflow from operations primarily resulted from our net loss of $16.7 million offset by $0.6 million for depreciation and amortization and non-cash charges of $0.2 million for stock-based compensation. The change in net operating assets of $0.5 million was primarily due to the $0.8 million increase in payables to the suppliers due to the growth in our business partially offset by a $0.3 million increase in prepaid expenses related to prepaid equipment maintenance fees and software license fees.

For the year ended December 31, 2013, cash used in operating activities of $23.0 million primarily resulted from our net loss of $24.8 million offset by $0.9 million for depreciation and amortization and non-cash charges of $0.3 million for stock-based compensation. The increase in net operating assets of $0.6 million was primarily due to the $1.0 million increase in payables to suppliers and partially offset by the increase in prepaid expenses of $0.4 million mainly related to the increase in tenant incentive receivables due from the landlord of our new office.

For the year ended December 31, 2012, cash used in operating activities of $9.2 million was primarily from our net loss of $8.6 million offset by $0.3 million for depreciation and amortization and non-cash charges of $0.1 million for stock-based compensation. The change in the net operating assets of $0.9 million was mainly due to the $0.9 million increase in other assets related to the security deposit for our new Palo Alto office.

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Cash flows from investing activities

Cash used in investing activities of $2.7 million for the nine months ended September 30, 2014 was primarily related to the purchase of property and equipment.

Cash used in investing activities of $3.9 million for the nine months ended September 30, 2013 was primarily related to the purchase of property and equipment. In addition, amounts held as restricted cash increased by $60,000.

In 2013, we used $4.6 million in investing activities, the majority of which was related to purchase of property and equipment. In addition, amounts held as restricted cash increased by $60,000.

In 2012, we used $0.8 million in investing activities, the majority of which was related to purchase of property and equipment. In addition, amounts held as restricted cash increased by $60,000.

Cash flows from financing activities

Cash provided by financing activities for the nine months ended September 30, 2014 of $46.9 million was primarily from $47.3 million in net proceeds from the issuance of convertible preferred stock, partially offset by payments of $0.6 million on our capital lease obligations.

Cash provided by financing activities for the nine months ended September 30, 2013 of $9.5 million was primarily from $9.9 million in proceeds from the issuance of convertible preferred stock, partially offset by payments of $0.5 million on our capital lease obligations.

In 2013, we generated $48.9 million from financing activities primarily resulting from $49.8 million in net proceeds from issuance of convertible preferred stock. These cash inflows were partially offset by payments of $1.0 million on our capital lease obligations.

In 2012, we generated $28.8 million from financing activities primarily resulting from $29.4 million in net proceeds from issuance of convertible preferred stock. These cash inflows were partially offset by payments of $0.6 million on our capital lease obligations.

Contractual obligations and other commitments

The following table summarizes our contractual obligations as of December 31, 2013 (in thousands):

   
 
   Payments due by period  
Contractual obligations:
   Less than
1 year
   1 to 3
years
   3 to 5
years
   More than
5 years
   Total
  
   

Operating leases

   $ 1,568   $3,594   $1,690   $ 991   $7,843  

Capital leases

     906   1,167   29     —   2,102  
       

Total

   $ 2,474   $4,761   $1,719   $ 991   $9,945  
   

In November 2014, we leased additional space in San Francisco, California. The lease expires in April 2017 and aggregate future minimum lease payments for this facility are $1.7 million.

Off-balance sheet arrangements

We have not entered into any off-balance sheet arrangements and do not have any holdings in variable interest entities.

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Quantitative and qualitative disclosures about market risk

We are exposed to market risks in the ordinary course of our business. These risks primarily relate to interest rates. We had capital lease obligation of $2.0 million and $1.4 million as of December 31, 2013 and September 30, 2014, respectively, which result from various capital lease agreements to obtain our lab equipment. We had cash and cash equivalents of $43.1 million and $59.1 million as of December 31, 2013 and September 30, 2014, respectively, which consist of bank deposits and money market funds. Such interest-bearing instruments carry a degree of risk; however, we have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in interest rates. A hypothetical 10% change in interest rates during any of the periods presented would not have had a material impact on our financial statements.

We face foreign exchange risk as a result of entering into transactions denominated in currencies other than U.S. dollars (Chilean peso). Due to the uncertain timing of expected payments in foreign currencies, we do not utilize any forward exchange contracts. All foreign transactions settle on the applicable spot exchange basis at the time such payments are made. An adverse movement in foreign exchange rates could have a material effect on payments made to foreign suppliers and for license agreements. A hypothetical 10% change in foreign exchange rates during any of the periods presented would not have had a material impact on our financial statements.

JOBS Act accounting election

We are an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies may delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Recent accounting pronouncements

On May 28, 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard will become effective for us on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting.

In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation (ASU 2014-10). ASU 2014-10 simplifies the accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments related to the elimination of the inception-to-date information and other disclosure requirements of Topic 915 should be applied retrospectively, and are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. We early adopted this guidance as of January 1, 2012, and accordingly, there is no inception to date information presented in our consolidated financial statements.

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Business

Overview

Invitae's mission is to bring comprehensive genetic information into mainstream medical practice to improve the quality of healthcare for billions of people. Our goal is to aggregate most of the world's genetic tests into a single service with higher quality, faster turnaround time and lower price than many single gene tests today. We were founded on four core principles:

•
Patients should own and control their own genetic information;
•
Healthcare professionals are fundamental in ordering and interpreting genetic information;
•
Genetic information is more valuable when shared; and
•
Driving down the price of genetic information will increase its clinical and personal utility.

As the price of DNA sequencing has declined, the amount of genetic information that can be generated per dollar has increased exponentially, enabling the generation, analysis and storage of more comprehensive genetic information than ever before. According to OMIM, there are more than 4,000 inherited genetic conditions for which the scientific and medical community has already identified specific genes and variants useful for diagnosis or treatment planning. By aggregating large numbers of currently available genetic tests into a single service, we can achieve great economies of scale that allow us to not only provide primary single gene or multi-gene tests but also to generate and store additional genetic information on behalf of the patient for future use. We refer to the service of managing genetic information over the course of disease or the lifetime of a patient as "genome management." In addition, as more individuals gain access to their genetic information, we believe that sharing genetic information will provide an economic opportunity for patients and us to participate in advancing the understanding and treatment of disease. We believe that our ongoing investment in building our infrastructure and attracting talent across a range of disciplines to generate, interpret and manage genetic information will position us to be a leader in the field of genetic testing and genome management.

In the near term, we plan to focus on the immediate market for symptomatic disease with the goal to aggregate testing for large numbers of genetic diseases into a single low-cost service. In the future, we plan on expanding our efforts in carrier and newborn testing markets and later into the health and wellness market. As our market share grows we expect that our business will develop in three stages over the longer term:

•
Genetic testing:  making genetic testing more affordable and more accessible with faster turnaround time than ever before. We believe that there is a significant market opportunity for high volume, low cost genetic testing that can allow us to serve a large number of clients.

•
Genome management:  building a secure and trusted genome management infrastructure. By generating and storing large amounts of individualized genetic information for every patient sample, we believe we can create value over the course of disease or lifetime of a client.

•
Genome network:  sharing genetic information on a global scale to advance science and medicine. We plan to help patients share their genetic information in a way that benefits them and us by acting as a permission-based broker on their behalf.

The fundamental challenge of the first stage of our business (genetic testing) is to deliver sufficiently comprehensive and quality content at a cost that makes sense for broad healthcare adoption and reimbursement. We believe we are well positioned to address this challenge over time given our

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investment in infrastructure that will allow us to perform these complex tests in high volume at low cost. This infrastructure includes the scientific curation of individual genetic disorders, genes and variants—a rapidly advancing area of science. It also includes large-scale laboratory processes and information systems to store, analyze and manage the data; a knowledge database that allows us to aggregate the role genetic variations play in diseases and drug responses; and software tools to help generate reports for physicians and their patients while reducing the time required by our genetic specialists for interpretation and report sign-out.

We are headquartered in San Francisco, California, where we have offices and a CLIA-certified, CAP-accredited facility. We also have offices in Palo Alto, California as well as a second laboratory in Santiago, Chile. We launched our first commercial offering in late November 2013 with an assay of 216 genes comprising 85 different genetic disorders and 17 targeted panels, and began selling and marketing our panels with a focused effort on hereditary cancers. We charge $1,500 per sample in most cases, which allows our clients to receive test results on any or all genes in a specific indication or multi-gene panel. Importantly, we are providing turnaround time of less than three weeks for the substantial majority of our tests. Our volume has grown rapidly since commercial launch with over 2,000 billable tests delivered as of September 30, 2014. We have a multi-disciplinary team of 144 people as of October 31, 2014, including bioinformaticians, clinical and medical geneticists, commercial and managed care experts, genetic counselors, scientists, software engineers, web developers, graphic designers and lab automation specialists, as well as administrative and corporate personnel. We believe that creating a strong team is a competitive advantage, and we strive to foster a motivating and unique culture in which our people can thrive.

We believe that the keys to our future growth will be to steadily increase the amount of genetic content we offer, consistently improve the client experience, drive physician and patient utilization of our website for ordering and delivery of results, increase the number of partners working with us to add value for our clients and consistently drive down the price per gene for genetic analysis and interpretation.

The global opportunity for genetic testing

We believe that genes are a fundamental particle of modern medicine and that genetic testing has the potential to affect billions of people. Every individual has a unique genome and we believe that comprehensive knowledge of this genetic makeup will be foundational to the future practice of medicine. We also believe that eventually many individuals in a modern healthcare system will have their genome sequenced at birth or during the course of their lives, resulting in the potential for dramatic improvements in health and wellness and an overall reduction in healthcare costs through preventive care.

Virtually everyone is carrying loss of function mutations in their genome, recessive genetic conditions that may affect their extended family or genetic mutations that may affect their response to various drugs or therapies. For example, approximately 2.0% of the population has a genetic variant in one of 52 genes identified by the American College of Medical Genetics as important incidental findings that should be reported to patients in part because they are medically actionable. In addition, approximately 0.4% of the population has a cardiac genetic condition that may lead to early onset cardiovascular disease, and approximately 0.5–5.0% of the population has a factor V Leiden variant that increases the genetic risk for blood clots.

The genetic testing market is a rapidly growing global market. According to UnitedHealth Group, the U.S. genetic testing and molecular diagnostics market in 2010 was estimated to be approximately $5 billion, of which approximately 60%, or $3 billion, was genetic testing. As of December 2014, genetests.org estimated

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that there were more than 40,000 different genetic tests available from over 650 laboratories. These tests can identify a person's predisposition to a particular disease (predictive testing), detect whether a person has a disease (diagnostic testing), predict the potential effectiveness of a therapy or drug (pharmacogenetic testing), or assess risk of disease progression (prognostic testing). Based on UnitedHealth's estimates for the growth of the genetic testing and molecular diagnostics market and our assumption that genetic testing's share of this market will be held constant at approximately 60% between 2010 and 2021, we expect the U.S. genetic testing market to grow to at least $9 billion by 2021.

An example of this rapid growth is in the area of hereditary genetic testing for cancer. The two most commonly tested genes for hereditary risk of breast and ovarian cancer, BRCA1 and BRCA2, were identified about two decades ago. Since their discovery, the market in the United States for testing those two genes alone has grown to over $600 million per year. In addition, the availability of low cost DNA sequencing has resulted in the discovery of multiple new genes that may cause hereditary forms of breast and ovarian cancer, resulting in a rapid shift in the marketplace toward multi-gene panels. We believe that the rapid growth of the genetic testing market for hereditary cancer and the rapid evolution of multi-gene panels is evidence of the potential for rapid market adoption of new genetic information.

While adoption of genetic testing has been increasing for certain medical applications, there remain a number of primary barriers limiting broader adoption. The cost of genetic testing has been prohibitively high for broad market adoption and use in routine medical practice. Under current pricing, payers generally restrict reimbursement of genetic testing to limited patient populations that meet specific criteria. In a survey by UnitedHealth, approximately 78% of physicians identified cost of tests and reimbursement as a barrier to incorporating genetic tests in their practice. We believe advances in DNA sequencing, information technology and capacity for analysis and high-throughput data processing will be key drivers for reducing the cost of genetic testing in the future.

Adoption of genetic testing also has been constrained by an inefficient testing process with long turnaround times. The growing availability of genetic tests that are specific to a single disease has created a serial retesting process—commonly referred to as a diagnostic odyssey—in cases where initial tests return negative results or where patients require testing for more than one condition. The retesting process is costly and time consuming, and it commonly fails to reach a conclusive clinical diagnosis. The challenges with sequential retesting are further exacerbated by long and unpredictable turnaround times. Currently, patients and providers can wait more than a month to receive each genetic testing result, which limits clinical applicability of genetic testing for patients who are in need of pressing follow-up treatment.

An example of this diagnostic odyssey is the genetic testing process for Bardet-Biedl syndrome, or BBS, a progressive multi-systemic disorder that begins to manifest in early childhood. Individuals with BBS can present with a variety of symptoms including obesity, degeneration of the retina, extra fingers or toes, kidney dysfunction and cognitive impairment. BBS is difficult and expensive to diagnose; patients have historically undergone testing for each individual gene. With over 15 genes implicated in the hereditary disease, sequential testing of individual genes, starting with the most common cause of the disease could easily take up to a year and cost over $10,000. With a multi-gene panel, we are now able to evaluate the majority of BBS genes in a single test for a price of $1,500, while providing reports to physicians usually within three weeks.

In addition, the market for genetic tests was constrained by the existence of patent protection for certain genetic testing. However, recent U.S. Supreme Court cases, including Mayo Collaborative Services v. Prometheus Laboratories, Inc. (2012), have clarified that naturally occurring DNA sequences are natural

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phenomena which should not be patentable. These recent cases have ushered in an era of broader participation in the market for genetic testing services.

Finally, we believe the limited number of geneticists and genetic counselors has forced many physicians to navigate the complexities associated with diagnosis and treatment of genetic disease with insufficient expert assistance. In the same survey by UnitedHealth cited above, 49% of physicians identified a lack of familiarity with genetic tests as a barrier to greater adoption in their practice. We believe the growth of the number of genetic tests available has exacerbated this problem, and makes it more challenging for physicians to identify the appropriate tests and interpret their results. To help address these needs, our strategy is to make the process of ordering genetic tests and understanding the results easier, not only for patients and physicians, but for the broader universe of healthcare professionals.

Our solution for genetic testing

We are focused on making comprehensive genetic testing more affordable and more accessible than ever before, pursuing a large and rapidly growing market with a focus on price and quality. We aim to do so for the majority of genetic tests, consolidating most of them into a single offering at a price below the typical prices of many single gene or multi-gene panels.

Our products today

We launched our first commercial offering in late November 2013, an assay of 216 genes comprising 85 different genetic disorders and 17 targeted panels, and began selling and marketing our multi-gene panels with a focused effort on hereditary cancers, including breast, colon and pancreatic cancer. We charge $1,500 per sample in most cases, which allows our clients to receive test results on any or all genes in a specific indication or multi-gene panel. We also currently offer a free re-requisition of additional data within the same indication when ordered within 90 days of the date of service. In addition, clients may obtain test results on genes that are in other indications or panels, or genes within the same indication or panel more than 90 days after the date of initial service, for an additional fee. Importantly, we are providing turnaround time of less than three weeks for the substantial majority of our tests. Since our initial launch, we have marketed additional panels addressing other genetic conditions based on the same assay of 216 genes.

We have developed a value proposition called "the Invitae Advantage," which articulates part of our competitive advantage as follows:

•
More affordable than ever before.  One price. Any test.
•
Faster time to answers.  From sample to results in three weeks on average.
•
Flexible test options.  Design your own test or select a curated panel.
•
Deeper genetic insights.  Choose multi-gene panels or order a free re-requisition.
•
Confidence and quality.  Our team of genetic experts delivers high-quality test results.

Since our commercial launch, approximately 80% of our orders have been for indications associated with hereditary cancer. Our hereditary cancer panel options include BRCA1 and BRCA2, a high-risk hereditary breast cancer panel of seven genes, a hereditary colon cancer panel of 14 genes, a hereditary pancreatic cancer panel of 17 genes, or a more comprehensive hereditary cancer panel of 29 cancer genes. Each of the cancer genes or panels is typically available for $1,500 regardless of whether one or 29 genes are ordered. We are growing our volume rapidly and, since our commercial launch, we have delivered more than 2,000 billable tests as of September 30, 2014. Sales of our tests have grown significantly in 2014 from over 200 tests in the first quarter of 2014 to over 1,000 tests in the third quarter of 2014, which we

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believe is evidence that our value proposition is attractive to our clients. We estimate that the U.S. market for hereditary cancer tests is greater than $650 million per year and thus represents a key growth opportunity for us. More broadly, it is estimated that approximately 5-10% of all cancers are likely to have a hereditary basis. Today only a subset of individuals are eligible for BRCA1 and BRCA2 testing covered by third-party health insurance plans. However, clinical studies have established that a significant percentage of individuals with breast cancer who would not have qualified for testing based on prior family history may test positive for BRCA1 and BRCA2 mutations. We believe that the market for hereditary breast and ovarian cancer could continue to expand as lower-cost testing becomes available, allowing healthcare systems to test larger populations more cost-effectively.

We plan to substantially increase our sales and marketing effort in oncology in 2014 and 2015 as well as expand our sales efforts beyond cancer. Since our initial commercialization, we have marketed additional panels involved in multiple different genetic disorders, including cardiology, hematology, neurology and pediatric panels. For example in the field of neurology, we have recently started to market Charcot-Marie Tooth and Spastic Paraplegia panels. Charcot-Marie Tooth, or CMT, is one of the most common inherited neurological genetic disorders in the United States and affects approximately 1 in 2,500 individuals. We include 29 genes in our CMT panel, providing what we believe is one of the most comprehensive offerings for CMT at one of the lowest prices and one of the fastest turn-around times on the market.

In cardiology we have recently begun to offer panels for hypertrophic cardiomyopathy, long QT syndrome, short QT syndrome and Brugada syndrome. Long QT syndrome affects approximately 1 in 2,500 individuals, resulting in significant risk of developing an irregular heartbeat and potential for sudden cardiac death. In addition, the presence of long QT syndrome can result in significant side effects to some commonly prescribed drugs. Hypertrophic cardiomyopathy, or HCM, is the leading cause of sudden cardiac death in people under 30 years old and is believed to be prevalent in about 0.2% of the population. HCM may not present with symptoms until it results in sudden cardiac death. Thus, lower cost of testing for multiple genes which cause HCM could be useful for screening otherwise healthy individuals and their families for a potentially lethal condition.

We also offer panels for pediatric conditions such as Noonan spectrum disorders and ciliopathies. Noonan syndrome is found in approximately 1 in 2,000 individuals and results in numerous congenital problems including congenital heart defects, short stature, learning problems and impaired blood clotting. Ciliopathies are a broad class of genetic diseases that include diseases such as BBS, Joubert syndrome, polycystic kidney disease and others that involve a large number of genes and have been historically hard to diagnose in a cost effective and timely manner.

The foregoing are just some of the inherited genetic conditions included in our current assay of 216 genes. The table below lists disorders that are covered by our 216 gene assay. Some genes are involved in more than one disorder and many disorders may be associated with multiple genes. For a number of disorders in our current panel, we may provide some but not all of the genes that we believe are necessary to provide a comprehensive genetic test. Nonetheless, the low price of our assay allows physicians to conduct an initial screen for the genes which we do cover at prices that we believe are attractive for screening purposes. For example, while we do not cover all BBS genes, we do cover the majority of the genes and at a price we believe is highly attractive for such a test. When we believe that our gene coverage for a given disorder is broad enough to be considered comprehensive by generally accepted medical practice, we classify it as a panel. Within each gene, disorder and panel there may also be certain technical limitations of our assay for specific mutations or types of mutations that we appropriately identify for ordering physicians and note in our clinical reports.

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Clients can order based on gene, disorder or panel (in bold):

GRAPHIC

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Our genetic testing process

We have designed our service to be simple for our clients to use. Our clients send a sample to us and in turn receive a test report. Behind this streamlined user experience, however, is a sophisticated, highly automated infrastructure that we have developed in order to scale in a cost effective manner.

Starting from the client requisition and patient sample, through the report delivery, we have invested heavily in tools and technologies at each step in the process:

•
Client portal, logistics and sample management:

We have built an online, easy to use catalog and web portal to enable convenient online test ordering by healthcare providers. This web portal can be entered directly or through one of our other client tools, for example the digital Invitae Family History Tool available online and as an iPad application. Clients can use our web portal to place orders, track progress of the client sample through our system, contact client support, download reports and order further tests. In addition, we are dedicated to providing the highest level of client service, enhanced by technology wherever possible. We plan to continue to invest in online tools that can help support our clients' workflow and create a world class client experience.

•
Sample processing and sequencing:

We have developed a highly automated laboratory process for receiving and tracking samples, extracting genomic DNA, isolating targeted DNA sequences from each genome and sequencing the targeted genes using state-of-the-art next generation DNA sequencing technology. In addition, our fully integrated information and automation systems enable us to track every step from receiving and processing a sample to delivery of a clinical report. The data generated by our integrated sample processing infrastructure allow us to reduce the labor required, increase the amount of data used in our quality systems and reduce the raw costs of sequencing. We plan to continue to invest in this infrastructure to enable further scaling in volume and in breadth of the content we offer.

•
Bioinformatics pipeline:

We integrate standard and proprietary bioinformatics analyses in our workflow. This, combined with our integrated sample processing infrastructure, allows us to optimize our processes for variant detection with clinical sensitivity and specificity, especially for variant types that are difficult to resolve with current technologies. For example, we are able to offer certain types of complex variant analysis without having to run additional laboratory tests. Any pathogenic variants detected by our next generation DNA sequencing and analysis process are currently confirmed in a second laboratory test before reporting to a physician.

•
Clinical reporting:

We have invested significantly in scientific curation, bioinformatics, software infrastructure and tools to build a knowledge base about genetic conditions, genes and variants. This knowledge base and the software toolkit, which we refer to as our clinical report optimization platform, or CROP, that delivers the information to our clinical team enables them to view relevant information in a dashboard, which allows us to provide high quality genetic interpretation of test results to physicians and their patients. Each report is typically reviewed by a Ph.D. scientist, a genetic counselor and a licensed medical professional. Variants are classified in accordance with American College of Medical Genetics guidelines as benign, likely benign, variants of uncertain significance, likely pathogenic or pathogenic. We believe our investment in improved tools for genetic interpretation of test results also allows us to greatly

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    increase the reporting throughput while at the same time standardize the variant identification and reporting process. By heavily investing in scalable software tools to execute the sample-to-report process, we believe that our clinical analysis costs will decline as our experience grows, even while assay and panel sizes increase.

Analyzing genomes requires a major investment in software and data analysis:

GRAPHIC

One of our competitive advantages is the way in which we generate and deliver clinical reports to our clients. While our approach is enabled by recent advances in next generation sequencing technology, delivery of an individual, industry standard, clinical report that matches the clinical sensitivity and specificity of the various tests being ordered requires us to address a number of challenges. In order to do so, we have invested in solving four key areas of complexity:

•
Genetic complexity:  Multiple genes and pathways can be implicated in genetic disorders, and overlapping networks of genes and symptoms can make genetic diagnosis ever more complicated for physicians to assess. Given the intensity of scientific and clinical research in the role of genes in disease process, the available information associating genes with clinically relevant outcomes is rapidly evolving.

To address this complexity, we expect to continue to release new genetic content and provide healthcare professionals with the flexibility to customize their orders by genes, disorders or multi-gene panels.

•
Disparate, non-standardized clinical information:  Many of the clinicians and researchers in the field of genetics use information taken from clinical research literature and multiple public databases in disparate repositories hosted around the world. However, many of the public databases are subject to errors and inconsistencies, subjective outcome determinations, unclear condition boundaries and genes and variants with multiple aliases. In addition, the physical mapping to the genome or to the appropriate transcript is in some cases incorrect.

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    With the goal of ensuring the quality of information we are using to annotate variants identified by our assay, we employ geneticists to evaluate available literature and correct errors before incorporating the information in our knowledge base. We also contribute to public understanding by publishing anonymized variant information from our tests in Clinvitae, a database of clinically-observed genetic variants aggregated from public sources that we operate and make freely available, and Clinvar, a similar database operated by the National Center for Biotechnology Information.

•
Limitations of next generation sequencing to determine complex variants:  While recent advances in sequencing technologies have been impressive, use of these technologies to consolidate testing for many genetic disorders requires additional work when clinically important variants are complex and less amenable to standard sequencing technologies. Current next generation sequencing technologies typically divide DNA into relatively short strands, or "reads," for sequencing in a highly parallel manner. The process then uses software to assemble these short reads back into sequences that represent one or more genes. This process works very well when the variant involves a change in one or more single bases, or points, in the gene's structure. It works less well when the variant involves a more complex variation, such as a large insertion, deletion or duplication.

One way to address this challenge is to use a different technology to identify these variants. While we take this approach on occasion, it increases test costs and turnaround time, as it requires the management of multiple processes, often sequentially. As a consequence, we have invested in integrated sample preparation and software analysis processes that allow us to identify certain of these variant types using our next generation sequencing platform without having to resort to alternative technologies. This allows us to deliver high quality reports that identify many of these complex variants at reasonable cost and turnaround times.

•
Clinical interpretation at scale:  As sequencing costs decline and the amount of available raw DNA sequence data and genes analyzed per individual sample grows, we expect the cost to interpret the data to increase. Unless addressed systematically, analysis and interpretation of the sheer volume of DNA sequence information available for each patient will require increasing amounts of medical professionals' time.

We have invested significantly in scientific curation, bioinformatics and software infrastructure and tools to build a knowledge base about genetic conditions, genes and variants. This knowledge base and the software toolkit that delivers the information to our clinical team enables them to view relevant information in a dashboard, which allows us to provide high quality genetic interpretation of test results to physicians and their patients. We can thus significantly increase the reporting throughput while at the same time standardizing the variant identification and reporting process, which allows us to deliver a simple, easy to interpret, clinical report to the ordering physician.

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We have developed a standardized clinical report for clients' ease of use:

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To build the infrastructure that enables us to pursue consolidation of the rapidly growing global market for genetic testing will require significant research and development resources. Our research and development expenses were $5.6 million, $16.0 million and $15.6 million in 2012, 2013 and the nine months ended September 30, 2014, respectively.

Commercializing our genetic tests

We have developed an offering that enables healthcare professionals to customize a test, receive rapid test results and pay a single price at requisition. Currently, we also offer a free re-requisition for the same indication within 90 days of the date of service. We believe that this offering, the associated value propositions and our commercial approach will allow us to accelerate market adoption of our genetic tests.

Currently, we primarily target genetic counselors and geneticists, who we believe are early adopters and can influence broader clinical acceptance of new diagnostics, including multi-gene panels. We intend to expand our reach to include oncologists, neurologists, cardiologists and other healthcare professionals as we expand our offering and our commercial organization.

In order to reach current and future potential clients, our strategy is designed to expand our brand awareness, increase the availability of genetic content, increase traffic to our website, deliver an excellent user experience and attract partners. By offering a compelling value proposition and a comprehensive menu of genetic content at competitive prices, we seek to increase the number of clients that order a test, to encourage repeat orders and to extend client retention.

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We employ a variety of commercial strategies to achieve these goals:

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Our model incorporates a smaller sales force than is typical for other diagnostic companies.  Because we are aggregating large numbers of genetic tests into a single service, our offering will in most cases replace an existing test already offered by a third party. Where our test is replacing an existing test already offered by a third party, clinical utility of the tests that our service might replace is generally well established and accepted in medical practice, thus requiring a targeted sales force that manages relationships with our clients with the support of our in-house client services team.

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We are building a sophisticated client services team.  We strive to deliver an enhanced customer experience and have hired a team with deep clinical and scientific expertise designed to ensure our clients receive quality information. To supplement our client services team, we provide our clients access to our lab directors and genetic counselors for support as needed. We believe that this approach will allow us to maintain existing client relationships, allowing our sales force to focus on generating new accounts and extending the reach within existing accounts.

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Payors may emerge as a sales channel.  Given our commitment to making genetic information as affordable and accessible as possible, we see price as a competitive advantage that we expect will be particularly appealing to payors seeking to control healthcare costs. We believe that—with equal or better turnaround time and quality—payors will be supportive of our products and encourage their coverage universe to utilize them. We have recently begun to implement a reimbursement strategy and plan to focus on establishing broad coverage for the long term.

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We use innovative sales solutions.  We have built an advanced web portal for healthcare professionals and their patients to enhance and streamline their user experience, which we believe will encourage them to become loyal clients of Invitae. We are also committed to utilizing innovative technology to complement our sales and marketing effort and reduce the overall cost of client acquisition. For example, our Invitae Family History Tool is a family history collection tool available in the Apple app store, which enables genetic counselors to quickly and easily build, modify, share and save their patients' family histories. This tool also helps drive awareness of Invitae and helps to facilitate online ordering. We plan to continue to build innovative sales solutions capitalizing on the expertise of our extensive team of software developers.

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We employ an integrated marketing approach.  Our marketing strategy is focused on driving adoption and educating healthcare professionals on the value of multi-gene panel testing for hereditary cancers, cardiac conditions and other genetic diseases. We work closely with national and regional patient advocacy groups and medical professional societies to promote the awareness and benefits of genetic testing. Our marketing activities include presenting at medical conferences and scientific meetings, advertising on leading websites and other media, contributing to social media, conducting public relations campaigns, developing business alliances and partnerships and sponsoring continuing medical education.

Internationally, we are securing distribution arrangements in select territories to drive awareness and adoption. We currently have distribution agreements in Brazil, Israel, Mexico and other geographies and will work with our partners to develop our go-to market strategy and to create brand awareness, lead generation and client engagement activities in those markets. We intend to continue to build this network to increase our global presence and to make affordable genetic testing available to patients around the world.

Increased sales and marketing efforts may be required to compete with competitors who are more established in the market and have larger direct sales forces than we do. To this end, we plan to further

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staff in this area to expand our reach into new markets, develop educational information for patients, and engage with our target audience.

The goal of our integrated, global sales and marketing approach is to develop and build multiple channels that drive adoption and growth, enabling us to bring low cost genetic testing into routine medical practice to improve the quality of healthcare for billions of people.

Securing reimbursement

By focusing on affordability, comprehensive genetic content, flexible ordering and quality, we designed our service offering to provide benefits to payors. Because we are aggregating large numbers of genetic tests into a single service, our near-term offering will in most cases replace an existing test already offered by a third party. Where our test is replacing an existing test already offered by a third party, the clinical utility of the tests that our service might replace is generally well established and accepted in medical practice.

We receive payment for our services from three categories of payors: patients, institutions and third-party payors. Given the relatively low cost of our test, a small but consistent percentage of patients whose physicians order our tests elect to pay for the tests themselves. Institutions, which are typically hospitals or foreign healthcare providers, account for a meaningful percentage of our test orders. We bill these organizations for our services, and they are responsible for paying those bills and seeking reimbursement where applicable. In the case of third party distributors, we may discount our price in exchange for marketing and sales services provided by the distributor in the geographic market where it operates.

Third-party payors are responsible for paying for the largest percentage of tests we deliver. Currently, these third-party payors consist exclusively of private health insurers. We believe that establishing coverage from the Centers for Medicare and Medicaid Services, or CMS, is an important factor in gaining adoption by healthcare providers, and we have recently been accepted as a Medicare provider. Further, in October 2014 we entered into a reimbursement contract with Blue Shield of California.

Third-party payors, including private insurers and CMS, require us to identify the test for which we are seeking reimbursement using a Current Procedural Terminology, or CPT, code set maintained by the American Medical Association, or AMA. Where we offer a multi-gene panel and there is no CPT code for the full panel, but the panel includes a gene for which the AMA has an established CPT code, we identify the test provided under that CPT code when billing a third party payor for that test. In cases where there is not a specific CPT code, our test may be billed under a miscellaneous code for an unlisted molecular pathology procedure. Because this miscellaneous code does not describe a specific service, the insurance claim must be examined to determine what service was provided, whether the service was appropriate and medically necessary, and whether payment should be rendered. This may require a letter of medical necessity from the ordering physician and it may result in a delay in processing the claim, a lower reimbursement amount or denial of the claim. Given the changing CPT coding environment, our practices regarding billing may change over time.

From inception through September 30, 2014, approximately 26% of billable tests have been paid.

Additionally, we are targeting Innovation Centers within select payor organizations to establish pilot programs in order to demonstrate the utility of multi-gene panels. One such program is underway with a major U.S. healthcare provider. We also have an agreement with MultiPlan, a large PPO Network, which provides for adjudication and payment of claims for tests we deliver to members of their network in cases where we have not yet contracted with the payors in whose plans the test patients are members.

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Supporting clinical data

We do not typically develop new biomarkers but rather aggregate already known genetic tests into our genetic testing platform. However, generating supporting clinical data is a priority for us as we seek to expand the gene content and adoption of our panels and provide supporting information to healthcare professionals. We conduct clinical studies to confirm the analytical validity and, when appropriate, clinical utility of our genetic testing platform. These data are used in marketing materials, whitepapers, scientific presentations and publications as appropriate.

Some panels we offer interrogate known genes that may be used in a novel clinical context, for example, the testing of genes that are known to cause certain cancers but have not been reported in other types of cancer. In these cases additional clinical utility data may influence both adoption and reimbursement. We thus also participate in studies to examine issues such as prevalence of genetic findings in different clinical populations and clinical actionability of these findings. We have developed research collaborations with key opinion leaders and leading academic medical centers with patient-care expertise and the appropriate patient populations for clinical studies.

In April 2014, a team of researchers from Stanford University and Invitae published the initial results of such a collaboration in the Journal of Clinical Oncology. The study utilized a panel of 42 cancer risk genes selected for clinical and research relevance that were tested by us on bio-banked germline DNA from 198 women who had been referred for hereditary breast and ovarian cancer testing to the Stanford University Medical Center. These individuals had been previously tested for BRCA1 and BRCA2 by an independent laboratory. Of the patients who participated in this study, 174 had breast cancer and 57 carried pathogenic germline variants in BRCA1 and BRCA2. The study found that BRCA1 and BRCA2 results from our panel were highly concordant with prior BRCA testing results on these individuals. Among the 141 BRCA-negative women, our panel identified additional risk variants in the MLH1, CDH1, NBN, ATM, MUTYH, CDKN2A, SLX4, BLM and PRSS1 genes. Based on the identification of new risk variants in genes beyond BRCA1 and BRCA2, Stanford's clinical staff determined that about 10% of participants warranted re-contact and additional counseling based on this new information. Stanford provided personalized recommendations for additional screening and other potential changes in care were provided as appropriate. The Stanford team found that this counseling was both feasible and was appreciated by the patients.

One of the patients described above is a woman who had been diagnosed with unilateral breast cancer in her mid-30s. At the time of her original diagnosis, the patient received a negative BRCA1 and BRCA2 test report from an independent laboratory, and consented to have her DNA banked. In this study, the patient was found to have a pathogenic variation in the gene MLH1 associated with Lynch syndrome. Following Institutional Review Board-approved protocol, the patient was re-contacted and the MLH1 results independently confirmed and communicated to her. In the time between the BRCA1 and BRCA2 and gene panel tests, the patient had been diagnosed with endometrial cancer. Following communication of her MLH1 status, she underwent an early colonoscopy and a polyp was found and removed. Thus, the tubular adenoma was caught years earlier than if no broad genetic test had been performed.

More recently, our scientists collaborated with two medical centers to test 600 patients indicated for BRCA1 and BRCA2 testing under National Comprehensive Cancer Network guidelines. Each of these patients had also previously received BRCA1 and BRCA2 test results from another, well-established laboratory employing traditional diagnostic techniques. Our test detected all BRCA1 and BRCA2 mutations that had been previously detected and independently confirmed. This list includes sequence variants of varying sizes and complexities, as well as deletions and duplications. All pathogenic variants detected by our assay were confirmed in the reference data. We observed 99.8% agreement between our clinical interpretations of pathogenic variants and those reported by the other lab. For the subset of patients in the study who had

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full sequence data for both BRCA1 and BRCA2 from both Invitae and from the reference lab, we reported a variant of uncertain significance, or VUS, in 6% of the patients, while 4% of the patients had a VUS from the other lab. For this count, we excluded patients who received limited testing (e.g., an Ashkenazi mutation panel or single-site testing) as such tests can never produce a VUS and artificially reduce VUS rates. We believe that sharing data on clinically-interpreted genetic variants benefits the medical and scientific communities by making knowledge more accessible, reducing VUS rates, and enabling independent verification of genetic test results. We are committed to sharing our clinically-interpreted variants along with the supporting evidence. This study has been expanded to over 900 patients and we expect the full study results to be available in 2015.

Clinical data from our various research and development efforts have been accepted for presentation at major conferences, including those sponsored by the Association for Molecular Pathology, the American College of Medical Genetics and Genomics, the American Society of Clinical Oncology, the American Society of Human Genetics, and the National Society of Genetic Counselors. Additional data have been submitted for publication and new studies in complementary clinical areas are in process.

Expanding genetic testing content

Aggregating multiple genetic tests into one service provides economies of scale and greater laboratory efficiency. We are focused on delivering a wide variety of genetic content through our CLIA-certified laboratory, and plan to release an increasing menu of content over time. By providing large numbers of different but related tests, such as multiple genes associated with a broad genetic condition like hereditary cancer or cardiovascular disorders, we provide physicians with choice and flexibility in ordering tests for individual genes, panels of genes or custom sets of genes at the physician's discretion.

In 2015, we plan to introduce substantial improvements to our genetic testing platform including certain genes with features that are more difficult to analyze and an expansion of our current assay of 216 genes to over 500 genes. This expanded offering would double the amount of genetic content we are able to provide at a fixed cost, which would further drive down the cost per reportable gene.

We expect to expand the amount of genetic information we provide over time to include all of the clinically-indicated genes currently known—more than 4,000 according to genetests.org—and eventually the whole genome. The long list of disorders for which clinicians currently order these tests highlights the opportunity at hand in aggregating the "long tail" of genetic tests.

We plan to steadily increase the release of genetic content while driving down the cost per gene:

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We are developing an integrated portfolio of laboratory processes, software tools and informatics capabilities that allow us to process DNA-containing samples, analyze information about patient-specific genetic variation and generate test reports for physicians and their patients. In addition, we are optimizing web technologies for efficient and productive interactions with physicians and patients using our service. We are investing heavily in systems that we believe will allow us to deliver individual clinical reports for physicians and patients from an expanding menu of content at increasing speed while decreasing costs per reportable gene over time.

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The evolution of our business

There is an opportunity for genetic tests and information to be aggregated and then ultimately captured in comprehensive genome management services. We believe this shift will enable the medical community to use genetic information on an ongoing basis, as part of mainstream medical practice, to improve patient care.

Genome management

We are building a genome data management infrastructure to provide clients, including patients and healthcare professionals, with an ongoing resource for pertinent genetic information over the course of disease or life of a patient. In the future we plan to work with healthcare providers to establish a system where this genetic information is linked at the point of care for appropriate use as needs arise.

The decreasing cost of DNA sequencing is allowing us to provide an increasing amount of genetic information at a decreasing price per gene and thus aggregate an expanding number of genes into a single service. As a result, our assay captures more genetic information than the physician may initially request. Only those genes that are requisitioned by the ordering physician are analyzed by our medical team and reported to the ordering physician and patient. The additional information is stored electronically on behalf of the patient should their physician request any of it in the future. Currently, we allow re-requisition of data for additional genes within the same indication at no additional charge within 90 days of the date of service.

As the amount of information available for each patient expands, we plan to initiate a genome management program to provide patients and their healthcare providers with access to that additional information to answer healthcare questions as they arise. We expect to make additional genetic content accessible to physicians and their patients along with educational materials on the conditions, genes and variants. Because the raw DNA sequence information has already been derived from our laboratory processes, the cost of delivering an additional clinical report will involve only information management and clinical interpretation, and as a consequence will be significantly lower than running a new test.

Ultimately, we believe we can significantly improve patient care by offering comprehensive genetic testing, where reports for large numbers of genetic conditions can be available for additional charges over the lifetime of a patient. For example, a patient whose whole genome has been sequenced could have that information linked to an electronic medical records system or available via Invitae systems for a variety of applications. Using this information, we may be able to provide a surgical team with genetic information about a patient's predisposition to complications associated with anesthesia, post-operative medication and bleeding or clotting. We may also be able to provide prospective parents with carrier testing for possible genetic conditions. As another example, in the case of patients undergoing chemotherapy we may be able to provide the treating clinicians with information about other genetic conditions that might result in complications during treatment.

The genome network

As our genetic testing and genome management offerings grow in scale, we intend to continue to invest in informatics solutions that enable sharing of genetic information to improve healthcare and clinical outcomes. Participants in our genome network may include patients, family members, healthcare professionals, payors, industry professionals, researchers and clinical trial sponsors.

For example, patients will be able to share information regarding their health and test results with family members and future generations to help them understand their own health, enabling targeted testing and potentially reducing common health issues. Parents of children with the same rare genetic conditions can

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come into contact with each other to compare treatment options, educational choices, and provide emotional support. Physicians could access easily navigated databases that show the latest scientific data, including variants, and connect with other physicians to discuss diagnoses and treatment options for similar patients. Patients could donate their genetic information to the research community. Pharmaceutical companies may seek to identify individuals with a particular genetic profile and medical history to participate in clinical trials of new treatments. Patients may be interested in accessing marketing information on healthcare products appropriate for their healthcare needs.

The first application of our network strategy is our Invitae Family History Tool, which is available as a free web or iPad application. This application enables users to quickly and easily build, modify, share and save relevant family genetic and health history information. All data is stored in a HIPAA-compliant cloud computing environment. A second part of our network strategy is Clinvitae, a web property that allows physicians or patients to look up individual genes and variants in order to find out additional genetic information. In the future, we plan to add functionality to allow patients and physicians to share more information about their variants and connect with other patients or physicians who might be able to contribute additional information that could affect their health and wellness.

We do not believe that the genome network will contribute to our financial results for several years. The success of any network offering will depend on our ability to achieve scale in our genetic testing and genome management services. The success of the genome network will also require that we deliver infrastructure to enable the market for the permission-based sharing of genomic data in a way that is consistent with our core principles regarding patients' ownership and control of their data.

Our strategy

Our strategy for long-term growth is focused on five key drivers of our business, which we believe cumulate to create a flywheel effect:

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Expand our genetic testing content.  We intend to continue to expand our test menus by steadily releasing additional genetic content, ultimately leading to affordable whole genome services. The breadth and flexibility of our offering is intended to contribute to an improved user experience.

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Create a unique user experience.  A state-of-the-art interactive platform will enhance our service offering, leverage the uniquely empowering characteristics of online sharing of genetic information and,

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    we believe, enable a superior economic offering to clients. We intend to continue to expend substantial efforts developing, acquiring and implementing technology-driven enhancements to our web properties and transaction-processing systems. We believe that an enhanced user experience and the resulting benefits to our brand and reputation will help draw clients to us.

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Drive traffic.  We intend to increase our brand equity and visibility through excellent service and a variety of marketing and promotional techniques, including scientific publication and presentation, sales, marketing, public relations, social media and web technology vehicles. We expect that increased traffic to our website and eventual increases in tests orders will help us to attract partners.

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Attract partners.  As we release additional genetic content and attract more clients, we believe our business becomes particularly attractive to potential partners that can help the patients in our network further benefit from their genetic information or that provide us access to new clients who may wish to join our network. The cumulative effect of the increased volume brought by all of these strategic components will allow us to lower the cost of our service.

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Lower the cost and price of genetic information.  Our goal is to provide clients with a broad menu of genetic content at a reasonable price and rapid turn-around time in order to grow volume and further achieve economies of scale. As we do so and experience further cost savings, we expect that those cost savings will allow us to deliver still more comprehensive information at decreasing prices per gene, allowing us to experience cumulative benefits from the strategies outlined above.

We seek to differentiate our service in the market by establishing an exceptional client experience. To that end, we believe that elevating the needs of the client over those of our other stakeholders is essential to our success. Thus, in our decision-making processes, we will strive to prioritize, in order: (1) the needs of our clients; (2) motivating our employees to serve our clients; and (3) our long-term stockholder value. We believe that focusing on clients as our top priority rather than short-term financial goals is the best way to build and operate an organization for maximum long-term value creation.

Competition

Our competitors include companies that offer molecular genetic testing services, including specialty and reference laboratories that offer traditional single and multi-gene tests. Principal competitors include companies such as Myriad Genetics, Ambry Genetics, GeneDx, a subsidiary of Bio-Reference Laboratories, Laboratory Corporation of America and Quest Diagnostics, as well as other commercial and academic labs. In addition to the companies that currently offer traditional genetic testing services and research centers, other established and emerging healthcare, information technology and service companies may commercialize competitive products including informatics, analysis, integrated genetic tools and services for health and wellness.

We believe the principal competitive factors in our market are:

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price and quality of tests;
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turnaround time of testing results;
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coverage and reimbursement arrangements with third-party payors;

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breadth and depth of content;
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convenience of testing;
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brand recognition of test provider;
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additional value-added services and informatics tools;
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accessibility of results;
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client service;
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quality of website content; and
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reliability.

We believe that we compare favorably with our competitors on the basis of these factors. However, many of our competitors and potential competitors have longer operating histories, larger customer bases, greater brand recognition and market penetration, substantially greater financial, technological and research and development resources and selling and marketing capabilities, more experience dealing with third-party payors. As a result, they may be able to respond more quickly to changes in customer requirements, devote greater resources to the development, promotion and sale of their tests than we do, or sell their tests at prices designed to win significant levels of market share. We may not be able to compete effectively against these organizations.

Near-term plan of operation

From the date of this prospectus through June 30, 2015, we plan to primarily focus on increasing adoption of, and reimbursement for, our assay of 216 genes, expanding our commercial operations and advancing our assay of over 500 genes from clinical validation into commercial availability in 2015, working on future generations of our assays to support continued expansion of our genetic content, and continuing to automate our laboratory and medical interpretation processes. We anticipate that we will invest heavily in our business through June 30, 2015 in connection with the implementation of our strategy.

Specifically, we expect our research and development expenses will increase as we invest in developing additional assays, software analysis pipelines, report optimization systems for interpreting and reporting test results, and digital tools for use by clinicians and their patients. We also expect our selling and marketing expenses will increase as we hire additional sales, marketing and customer service personnel, further develop our web infrastructure and undertake additional marketing efforts through appearances at conferences and tradeshows in order to promote Invitae and to educate clinicians about our assay. Additionally, we expect that our general and administrative expenses will increase as we incur additional expenses necessary to comply with our obligations as a publicly-traded company and expand our billing and client services functions to support anticipated increased demand for our tests. We believe that the estimated net proceeds from this offering, together with our existing cash and cash equivalents, will be sufficient to meet our anticipated cash requirements for at least the next 12 months, and as such, we do not expect it will be necessary to raise additional capital during that period.

We believe that we will require additional laboratory capacity in 2016 in order to meet the currently-anticipated demand for our assays, and we expect to incur approximately $7.5 million in capital expenditures through June 30, 2015 to outfit our new laboratory and acquire laboratory equipment and computer systems necessary for the anticipated growth of our business. We anticipate that we will also lease additional office space in locations where we believe there is a pool of talent with the skills we need in order to continue to expand our business. We also plan to continue hiring employees to support the anticipated growth in our business, including in production, selling and marketing, research and development, and general and administrative functions. From September 30, 2014 through June 30, 2015, we expect to increase our headcount by approximately 25 to 30 full-time employees per quarter.

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Our expectations with respect to our near-term operating plan and ability to effectively execute on this plan are subject to a number of factors and risks, and many of which are outside of our control. If one or more of these events were to occur, it may be necessary for us to shift our priorities and our plans, abandon or delay one or more of our planned activities, or otherwise adjust our proposed near- and long-term business plans. Please see "Risk Factors" for a discussion of some of these risks and events, and their potential effects on our business.

Regulation

Reimbursement

In September 2014, the American Medical Association published new CPT codes for genomic sequencing procedures that will be effective for dates of service on or after January 1, 2015. These include genomic sequencing procedure codes for panels, including hereditary colon cancer syndromes, targeted genomic sequence analysis panels for solid organ neoplasms, targeted genomic sequence analysis panels for hematolymphoid neoplasm or disorders, whole exome analyses, and whole genome analyses. In a final determination under the Medicare Clinical Laboratory Fee Schedule, or CLFS, published in November 2014, CMS set the payment rate for these codes by the gap-fill process. Under the gap-fill process, local Medicare Administrative Contractors, or MACs, would establish rates in 2015 considering laboratory charges and discounts to charges, resources, amounts paid by other payers for the tests, and amounts paid by the MAC for similar tests. Based upon the local gap-filled rates established in 2015, a national limitation amount for Medicare will be established for 2016. The national limitation amount serves as a cap on the Medicare and Medicaid payment rates for a test procedure. A final determination as to whether the rates for the genomic sequencing procedures will or will not be set by gap-fill in 2015 is expected to be announced by CMS by December 2014. If we are required to report our tests under these codes, there can be no guarantees that Medicare (or its contractors) will set adequate reimbursement rates for these new codes.

In April 2014, Congress passed the Protecting Access to Medicare Act of 2014, or PAMA, which included substantial changes to the way in which clinical laboratory services will be paid under Medicare. Under PAMA, laboratories that receive the majority of their Medicare revenue from payments made under the CLFS or the Physician Fee Schedule would report, beginning in 2016, and then every three years thereafter (or annually for "advanced diagnostic laboratory tests"), private payor payment rates and volumes for their tests. An advanced diagnostic laboratory test is a clinical diagnostic laboratory test covered under Medicare that is offered and furnished only by a single laboratory and not sold for use by a laboratory other than the original developing laboratory (or a successor owner) and meets one of the following criteria: (1) the test is an analysis of multiple biomarkers of DNA, RNA, or proteins combined with a unique algorithm to yield a single patient-specific result; (2) the test is cleared or approved by the Food and Drug Administration; or (3) the test meets other similar criteria established by the Secretary of Health and Human Services (no criteria have been established by the Secretary as of December 2014). We do not believe that our tests meet the current definition of advanced diagnostic laboratory tests, and therefore believe we will be required to report private payer rates for our tests on an every three years basis. CMS will use the rates and volumes reported by laboratories to develop Medicare payment rates for the tests equal to the volume-weighted median of the private payor payment rates for the tests. Laboratories that fail to report the required payment information may be subject to substantial civil money penalties.

For tests furnished on or after January 1, 2017, Medicare payments for clinical diagnostic laboratory tests will be paid based upon these reported private payor rates. For clinical diagnostic laboratory tests that are assigned a new or substantially revised code, initial payment rates for clinical diagnostic laboratory tests that are not advanced diagnostic laboratory tests will be assigned by the cross-walk or gap-fill

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methodology, as under prior law. Initial payment rates for new advanced diagnostic laboratory tests will be based on the actual list charge for the laboratory test.

The payment rates calculated under PAMA will be effective starting January 1, 2017. Any reductions to payment rates resulting from the new methodology are limited to 10% per test per year in each of the years 2017 through 2019 and to 15% per test per year in each of 2020 through 2022.

PAMA codified Medicare coverage rules for laboratory tests by requiring any local coverage determination to be made following the local coverage determination process. PAMA also authorizes CMS to consolidate coverage policies for clinical laboratory tests among one to four laboratory-specific MACs. These same contractors may also be designated to process claims if CMS determines that such a model is appropriate.

Clinical Laboratory Improvement Amendments of 1988, or CLIA

Our clinical reference laboratory in California is required to hold certain federal certificates to conduct our business. Under CLIA, we are required to hold a certificate applicable to the type of laboratory examinations we perform and to comply with standards covering personnel, facilities administration, inspections, quality control, quality assurance and proficiency testing.

We have a current certificate under CLIA to perform testing at our laboratory location in San Francisco. To renew our CLIA certificate, we are subject to survey and inspection every two years to assess compliance with program standards. Moreover, CLIA inspectors may make random inspections of our clinical reference laboratory in California. The regulatory and compliance standards applicable to the testing we perform may change over time, and any such changes could have a material effect on our business.

If our clinical reference laboratory is out of compliance with CLIA requirements, we may be subject to sanctions such as suspension, limitation or revocation of our CLIA certificate, as well as directed plan of correction, state on-site monitoring, civil money penalties, civil injunctive suit or criminal penalties. We must maintain CLIA compliance and certification to be eligible to bill for diagnostic services provided to Medicare and Medicaid beneficiaries. If we were to be found out of compliance with CLIA requirements and subjected to sanction, our business could be harmed.

State laboratory testing

We are required to maintain a license to conduct testing in California. California laws establish standards for day-to-day operations of our laboratory in San Francisco. California laws mandate proficiency testing, which involves testing of specimens that have been specifically prepared for the laboratory. If our clinical reference laboratory is out of compliance with California standards, the California Department of Health Services, or DHS, may suspend, restrict or revoke our license to operate our clinical reference laboratory, assess substantial civil money penalties, or impose specific corrective action plans. Any such actions could materially affect our business. We maintain a current license in good standing with DHS. However, we cannot provide assurance that DHS will at all times in the future find us to be in compliance with all such laws.

Several states require the licensure of out-of-state laboratories that accept specimens from those states. For example, New York requires a laboratory to hold a permit which is issued after an on-site inspection and approval of testing methodology, and has various requirements over and above CLIA and CAP, including those for personnel qualifications, proficiency testing, physical facility, equipment, and quality control standards. Our laboratory holds the required licenses for Florida, Maryland, Pennsylvania and Rhode Island.

Our clinical reference laboratory in California is required to be licensed on a test-specific basis by New York State as an out of state laboratory and our products, as LDTs, must be approved by the New York

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State Department of Health, or NYDOH, before they are performed on samples from New York. Once approved, we would also be subject to periodic inspection by the NYDOH and required to demonstrate ongoing compliance with NYDOH regulations and standards. Because our laboratory is not licensed by New York, we are currently prohibited from testing samples from New York.

Other states may adopt similar licensure requirements in the future, which may require us to modify, delay or stop our operations in such jurisdictions. Complying with licensure requirements in new jurisdictions may be expensive, time-consuming, and subject us to significant and unanticipated delays. If we identify any other state with such requirements, or if we are contacted by any other state advising us of such requirements, we intend to follow instructions from the state regulators as to how we should comply with such requirements.

We may also be subject to regulation in foreign jurisdictions as we seek to expand international utilization of our tests or such jurisdictions adopt new licensure requirements, which may require review of our tests in order to offer them or may have other limitations such as restrictions on the transport of human blood necessary for us to perform our tests that may limit our ability to make our tests available outside of the United States.

U.S. Food and Drug Administration, or FDA

We provide our tests as laboratory-developed tests, or LDTs. CMS and certain state agencies regulate the performance of LDTs (as authorized by CLIA and state law, respectively).

Historically, the FDA, has exercised enforcement discretion with respect to most LDTs and has not required laboratories that furnish LDTs to comply with the agency's requirements for medical devices (e.g., establishment registration, device listing, quality systems regulations, premarket clearance or premarket approval, and post-market controls). In recent years, however, the FDA has stated it intends to end its policy of general enforcement discretion and regulate certain LDTs as medical devices. To this end, on October 3, 2014, the FDA issued two draft guidance documents, entitled "Framework for Regulatory Oversight of Laboratory Developed Tests (LDTs)" and "FDA Notification and Medical Device Reporting for Laboratory Developed Tests (LDTs)", respectively, that set forth a proposed risk-based regulatory framework that would apply varying levels of FDA oversight to LDTs. The FDA has indicated that it does not intend to modify its policy of enforcement discretion until the draft guidance documents are finalized. It is unclear at this time when, or if, the draft guidance documents will be finalized, and even then, the new regulatory requirements are proposed to be phased-in consistent with the schedule set forth in the guidance (in as little as 12 months after the draft guidance is finalized for certain high-priority LDTs). Nevertheless, the FDA may decide to regulate certain LDTs on a case-by-case basis at any time.

Legislative proposals addressing the FDA's oversight of LDTs have been introduced in previous Congresses, and we expect that new legislative proposals will be introduced from time-to-time. The likelihood that Congress will pass such legislation and the extent to which such legislation may affect the FDA's plans to regulate certain LDTs as medical devices is difficult to predict at this time.

If the FDA ultimately regulates certain LDTs as medical devices, whether via final guidance, final regulation, or as instructed by Congress, our tests may be subject to certain additional regulatory requirements. Complying with the FDA's requirements for medical devices can be expensive, time-consuming, and subject us to significant or unanticipated delays. Insofar as we may be required to obtain premarket clearance or approval to perform or continue performing an LDT, we cannot assure you that we will be able to obtain such authorization. Even if we obtain regulatory clearance or approval where required, such authorization may not be for the intended uses that we believe are commercially attractive or are critical to the

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commercial success of our tests. As a result, the application of the FDA's medical device requirements to our tests could materially and adversely affect our business, financial condition, and results of operations.

Failure to comply with applicable FDA regulatory requirements may trigger a range of enforcement actions by the FDA including warning letters, civil monetary penalties, injunctions, criminal prosecution, recall or seizure, operating restrictions, partial suspension or total shutdown of operations, and denial of or challenges to applications for clearance or approval, as well as significant adverse publicity.

In addition, in November 2013, the FDA issued final guidance regarding the distribution of products labeled for research use only. Certain of the reagents and other products we use in our tests are labeled as research use only products. Certain of our suppliers may cease selling research use only products to us and any failure to obtain an acceptable substitute could significantly and adversely affect our business, financial condition and results of operations.

HIPAA and HITECH

Under the administrative simplification provisions of the Health Insurance Portability and Accountability Act of 1996, or HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, or HITECH, the U.S. Department of Health and Human Services issued regulations that establish uniform standards governing the conduct of certain electronic healthcare transactions and protecting the privacy and security of protected health information used or disclosed by most healthcare providers and other covered entities and their business associates, including the business associates' subcontractors. Four principal regulations with which we are required to comply have been issued in final form under HIPAA and HITECH: privacy regulations, security regulations, the breach notification rule, and standards for electronic transactions, which establish standards for common healthcare transactions.

The privacy regulations cover the use and disclosure of protected health information by covered entities as well as business associates, which are defined to include subcontractors that create, receive, maintain, or transmit protected health information on behalf of a business associate. They also set forth certain rights that an individual has with respect to his or her protected health information maintained by a covered entity, including the right to access or amend certain records containing protected health information, or to request restrictions on the use or disclosure of protected health information. The security regulations establish requirements for safeguarding the confidentiality, integrity, and availability of protected health information that is electronically transmitted or electronically stored. HITECH, among other things, established certain health information security breach notification requirements. A covered entity must notify any individual whose protected health information is breached according to the specifications set forth in the breach notification rule. The HIPAA privacy and security regulations establish a uniform federal "floor" and do not supersede state laws that are more stringent or provide individuals with greater rights with respect to the privacy or security of, and access to, their records containing protected health information or insofar as such state laws apply to personal information that is broader in scope than protected health information as defined under HIPAA. Massachusetts, for example, has a state law that protects the privacy and security of personal information of Massachusetts residents.

There are significant civil and criminal fines and other penalties that may be imposed for violating HIPAA. A covered entity or business associate is also liable for civil money penalties for a violation that is based on an act or omission of any of its agents, including a downstream business associate, as determined according to the federal common law of agency. Additionally, to the extent that we submit electronic healthcare claims and payment transactions that do not comply with the electronic data transmission standards established under HIPAA and HITECH, payments to us may be delayed or denied.

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Federal, state and foreign fraud and abuse laws

In the United States, there are various fraud and abuse laws with which we must comply and we are potentially subject to regulation by various federal, state and local authorities, including CMS, other divisions of the U.S. Department of Health and Human Services (e.g., the Office of Inspector General), the U.S. Department of Justice, and individual U.S. Attorney offices within the Department of Justice, and state and local governments. We also may be subject to foreign fraud and abuse laws.

In the United States, the federal Anti-Kickback Statute prohibits, among other things, knowingly and willfully offering, paying, soliciting or receiving remuneration, directly or indirectly, overtly, covertly, in cash or in kind to induce or in return for the furnishing, arranging for the furnishing of, purchasing, leasing, ordering or arranging for or recommending purchasing, leasing or ordering of any good, facility, service or item for which payment may be made in whole or in part by a federal healthcare program. Courts have stated that a financial arrangement may violate the Anti-Kickback Statute if any one purpose of the arrangement is to encourage patient referrals or other federal healthcare program business, regardless of whether there are other legitimate purposes for the arrangement. The definition of "remuneration" has been broadly interpreted to include anything of value, including gifts, discounts, credit arrangements, payments of cash, consulting fees, waivers of co-payments, ownership interests, and providing anything at less than its fair market value. Although the Anti-Kickback Statute contains several exceptions, it is broad and may technically prohibit many innocuous or beneficial arrangements within the healthcare industry. Further, the U.S. Department of Health and Human Services issued a series of regulatory "safe harbors." These safe harbor regulations set forth certain provisions, which, if met, will assure healthcare providers and other parties that they will not be prosecuted under the federal Anti-Kickback Statute. Although full compliance with the statutory exceptions or regulatory safe harbors ensures against prosecution under the federal Anti-Kickback Statute, the failure of a transaction or arrangement to fit within a specific statutory exception or regulatory safe harbor does not necessarily mean that the transaction or arrangement is illegal or that prosecution under the federal Anti-Kickback Statute will be pursued. Penalties for federal anti-kickback violations are severe, and include imprisonment, criminal fines, civil money penalties, and exclusion from participation in federal healthcare programs. Many states also have anti-kickback statutes, some of which may apply to items or services reimbursed by any third-party payor, including commercial insurers.

There are also federal laws related to healthcare fraud and false statements, among others, relating to healthcare matters. The healthcare fraud statute prohibits knowingly and willfully executing a scheme to defraud any healthcare benefit program, including private payors. A violation of this statute is a felony and may result in fines, imprisonment, or exclusion from governmental payor programs such as the Medicare and Medicaid programs. The false statements statute prohibits knowingly and willfully falsifying, concealing or covering up a material fact, or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items, or services. A violation of this statute is a felony and may result in fines, imprisonment, or exclusion from governmental payor programs.

Another development affecting the healthcare industry is the increased enforcement of the federal False Claims Act and, in particular, actions brought pursuant to the False Claims Act's "whistleblower" or "qui tam" provisions. The False Claims Act imposes liability on any person or entity that, among other things, knowingly presents, or causes to be presented, a false or fraudulent claim for payment by a federal governmental payor program. The qui tam provisions of the False Claims Act allow a private individual to bring actions on behalf of the federal government alleging that the defendant has defrauded the federal government by submitting a false claim to the federal government and permit such individuals to share in any amounts paid by the entity to the government in fines or settlement. When an entity is determined to

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have violated the False Claims Act, it may be required to pay up to three times the actual damages sustained by the government, plus civil penalties ranging from $5,500 to $11,000 for each false claim.

In addition, various states have enacted false claim laws analogous to the federal False Claims Act, although many of these state laws apply where a claim is submitted to any third-party payor and not merely a governmental payor program.

Additionally, the civil monetary penalties statute imposes penalties against any person or entity that, among other things, is determined to have presented or caused to be presented a claim to a federal health program that the person knows or should know is for an item or service that was not provided as claimed or for a claim that is false or fraudulent. This law also prohibits the offering or transfer of remuneration to a Medicare or state healthcare program beneficiary if the person knows or should know it is likely to influence the beneficiary's selection of a particular provider, practitioner, or supplier of services reimbursable by Medicare or a state healthcare program, unless an exception applies.

In Europe various countries have adopted anti-bribery laws providing for severe consequences, in the form of criminal penalties and/or significant fines, for individuals and/or companies committing a bribery offence. Violations of these anti-bribery laws, or allegations of such violations, could have a negative impact on our business, results of operations and reputation. For instance, in the United Kingdom, under the Bribery Act 2010, which went into effect in July 2011, a bribery occurs when a person offers, gives or promises to give a financial or other advantage to induce or reward another individual to improperly perform certain functions or activities, including any function of a public nature. Bribery of foreign public officials also falls within the scope of the Bribery Act 2010. Under the new regime, an individual found in violation of the Bribery Act 2010, faces imprisonment of up to 10 years. In addition, the individual can be subject to an unlimited fine, as can commercial organizations for failure to prevent bribery.

Physician referral prohibitions

Under a federal law directed at "self-referral," commonly known as the "Stark Law," there are prohibitions, with certain exceptions, on referrals for certain designated health services, including laboratory services, that are covered by the Medicare program by physicians who personally, or through an immediate family member, have a financial relationship with the entity to which the referrals for designated health services are made. The prohibition also extends to payment for any testing referred in violation of the Stark Law. A person who engages in a scheme to circumvent the Stark Law's referral prohibition may be fined up to $100,000 for each such arrangement or scheme. In addition, any person who presents or causes to be presented a claim to the Medicare program in violation of the Stark Law is subject to civil monetary penalties of up to $15,000 per service, an assessment of up to three times the amount claimed and possible exclusion from participation in federal healthcare programs. In addition, any person who presents or causes to be presented a claim to the Medicare program in violation of the Stark Law is subject to civil monetary penalties of up to $15,000 per service, an assessment of up to three times the amount claimed, and possible exclusion from participation in federal or state health care programs. Bills submitted in violation of the Stark Law may not be paid by Medicare, and any person collecting any amounts with respect to any such prohibited bill is obligated to refund such amounts. Many states have comparable laws that are not limited to Medicare referrals. The Stark Law also prohibits state receipt of Federal Medicaid matching funds for prohibited referrals, but this provision of the Stark Law has not been implemented by regulations. In addition, some courts have held that the submission of claims to Medicaid that would be prohibited as self-referrals under the Stark Law for Medicare could implicate the False Claims Act.

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Corporate practice of medicine

Numerous states have enacted laws prohibiting business corporations, such as us, from practicing medicine and employing or engaging physicians to practice medicine, generally referred to as the prohibition against the corporate practice of medicine. These laws are designed to prevent interference in the medical decision-making process by anyone who is not a licensed physician. For example, California's Medical Board has indicated that determining what diagnostic tests are appropriate for a particular condition and taking responsibility for the ultimate overall care of the patient, including providing treatment options available to the patient, would constitute the unlicensed practice of medicine if performed by an unlicensed person. Violation of these corporate practice of medicine laws may result in civil or criminal fines, as well as sanctions imposed against us and/or the professional through licensure proceedings. Typically such laws are only applicable to entities that have a physical presence in the state.

Intellectual property

We rely on a combination of intellectual property rights, including trade secrets, copyrights, trademarks, customary contractual protections and, to a lesser extent, patents, to protect our core technology and intellectual property. With respect to patents, we believe that the practice of patenting individual genes, along with patenting tools and methods specific to individual genes, has impeded the progress of the genetic testing industry beyond single gene tests and is antithetical to our core principle that patients should own and control their own genomic information. Over the past three years the U.S. Supreme Court has issued a series of unanimous (9-0) decisions setting forth limits on the patentability of natural phenomena, natural laws, abstract ideas and their applications—i.e., Mayo Collaborative v. Prometheus Laboratories (2012), or Mayo, Association for Molecular Pathology v. Myriad Genetics (2013), or Myriad, and Alice Corporation v. CLS Bank (2014), or Alice. As discussed below, we believe the Mayo, Myriad and Alice decisions bring clarity to the limits to which patents may cover specific genes, mutations of such genes, or gene-specific technology for determining a patient's genomic information.

Patents

Recent U.S. Supreme Court cases have clarified that naturally occurring DNA sequences are natural phenomena which should not be patentable. On June 13, 2013, the U.S. Supreme Court decided Myriad, a case challenging the validity of patent claims held by Myriad relating to the cancer genes BRCA1 and BRCA2. The Myriad Court held that genomic DNAs that have been isolated from, or have the same sequence as, naturally occurring samples, such as the DNA constituting the BRCA1 and BRCA2 genes or fragments thereof, are not eligible for patent protection. Instead, the Myriad Court held that only those complementary DNAs (cDNAs) which have a sequence that differs from a naturally occurring fragment of genomic DNA may be patent eligible. Because it will be applied by other courts to all gene patents, the holding in Myriad also invalidates patent claims to other genes and gene variants. Prior to Myriad, on August 16, 2012, the U.S. Court of Appeals for the Federal Circuit had held that certain patent claims of Myriad directed to methods of comparing or analyzing BRCA1 and BRCA2 sequences to determine whether or not a person has a variant or mutation are unpatentable abstract processes, and Myriad did not appeal such ruling.

We do not currently have any patents or patent applications directed to the sequences of specific genes or variants of such genes, nor have we in-licensed such patents rights of any third party. We believe that correlations between specific gene variants and a person's susceptibility to certain conditions or diseases are natural laws that are not patentable under the U.S. Supreme Court's decision in Mayo. The Mayo case involved patent claims directed to optimizing, on a patient-specific basis, the dosage of a certain drug by measuring its metabolites in a patient. The Mayo Court determined that patent claims directed at detection of natural correlations, such as the correlation between drug metabolite levels in a patient and that drug's

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optimal dosage for such patient, are not eligible for patent protection. The Mayo Court held that claims based on this type of comparison between an observed fact and an understanding of that fact's implications represent attempts to patent a natural law and, moreover, when the processes for making the comparison are not themselves sufficiently inventive, claims to such processes are similarly patent-ineligible. On June 19, 2014, the U.S. Supreme Court decided Alice, where it amplified its Mayo and Myriad decisions and clarified the analytical framework for distinguishing between patents that claim laws of nature, natural phenomena and abstract ideas and those that claim patent-eligible applications of such concepts. According to the Alice Court, the analysis depends on whether a patent claim directed to a law of nature, a natural phenomenon or an abstract idea contains additional elements, an "inventive concept," that "is 'sufficient to ensure that the patent in practice amounts to significantly more than a patent upon the [ineligible concept] itself"' (citing Mayo).

We believe that Mayo, Myriad and Alice not only render as unpatentable genes, gene fragments and the detection of a person's sequence for a gene, but also have the same effect on generic applications of conventional technology to specific gene sequences. For example, we believe that generic claims to primers or probes directed to specific gene sequences and uses of such primers and probes in determining a person's genetic information are not patentable. We do not currently have any patents or patent applications directed to such subject matter nor have we in-licensed such patents rights of any third party.

Unlike patents directed to specific genes, we do rely upon, in part, patent protection to protect technology that is not gene-specific and that provides us with a potential competitive advantage as we focus on making comprehensive genetic information less expensive and more broadly available to our clients. In this regard, we have one issued U.S. patent, two pending U.S. utility patent application, one PCT application and three pending U.S. provisional patent applications directed to various aspects of our laboratory, analytic and business practices. We intend to pursue further patent protection where appropriate.

Trade secrets

In addition to seeking patent protection for some of our laboratory, analytic and business practices, we also rely on trade secrets, including unpatented know-how, technology and other proprietary information, to maintain and develop our competitive position. We have developed proprietary procedures for both the laboratory processing of patient samples and the analysis of the resulting data to generate clinical reports. For example, we have automated aspects of our processes for curating information about known variants, identifying variants in an individual's sequence information, associating those variants with known information about their potential effects on disease, and presenting that information for review by personnel responsible for its interpretation and for the delivery of test reports to physicians. We try to protect these trade secrets, in part, by taking reasonable steps to keep them confidential. This includes entering into nondisclosure and confidentiality agreements with parties who have access to them, such as our employees and certain third parties. We also enter into invention or patent assignment agreements with our employees and consultants that obligate them to assign to us any inventions developed in the course of their work for us. However, we may not enter into such agreements with all relevant parties, and these parties may not abide by the terms of their agreements. Despite measures taken to protect our intellectual property, unauthorized parties might copy or independently develop and commercially exploit aspects of our technology or obtain and use information that we regard as proprietary.

Trademarks

We work hard to achieve a high level of quality in our operations and to provide our clients with a superior experience when interacting with us. As a consequence, our brand is very important to us, as it is a symbol of our reputation and representative of the goodwill we seek to generate with our clients. As a consequence, we have invested significant resources in protection of our trademarks. To date, we have

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filed for trademark protection for INVITAE as well as our logo (circle design) and INVITAE with the logo. Registrations for INVITAE have been obtained in eight countries and are currently pending in more than 20 countries. Applications for our logo (circle design) are currently pending in more than 18 countries, and one application is pending for INVITAE with the logo.

Legal proceedings

On November 25, 2013, the University of Utah Research Foundation, the Trustees of the University of Pennsylvania, HSC Research and Development Limited Partnership, Endorecherche, Inc. and Myriad (referred to collectively as the Myriad Plaintiffs) filed a complaint in the U.S. District Court in the District of Utah (referred to as the Utah Action), alleging that certain of our genetic testing services infringe certain claims of U.S. Patent Nos. 7,753,441; 6,951,721; 7,250,497; 6,033,857; 6,051,379; 7,470,510; 7,622,258; and 7,838,237 (referred to collectively as the Myriad Patents). On November 26, 2013, we filed a complaint for declaratory judgment in the U.S. District Court in the Northern District of California (referred to as the California Action), asserting that the Myriad Patents are invalid and we do not infringe them, and the Myriad Plaintiffs have counterclaimed alleging that we infringe the Myriad Patents. Although the Utah Action has been dismissed, on February 19, 2014, the Joint Panel on Multidistrict Litigation granted the Myriad Plaintiffs' motion to consolidate for pre-trial proceedings all actions concerning the Myriad Patents (referred to as the MDL Proceedings), with the MDL Proceedings taking place in the District of Utah. Upon the conclusion of the MDL Proceedings, any remaining aspects of the California Action would be transferred back to the Northern District of California for further proceedings, if needed.

Environmental matters

Our operations require the use of hazardous materials (including biological materials) which subject us to a variety of federal, state and local environmental and safety laws and regulations. Some of these regulations provide for strict liability, holding a party potentially liable without regard to fault or negligence. We could be held liable for damages and fines as a result of our, or others', business operations should contamination of the environment or individual exposure to hazardous substances occur. We cannot predict how changes in laws or new regulations will affect our business, operations or the cost of compliance.

Raw materials and suppliers

We rely on a limited number of suppliers, or, in some cases, sole suppliers, including Agilent Technologies, Inc., Illumina, Inc., Integrated DNA Technologies Incorporated, Qiagen N.V. and Roche Holdings Ltd. for certain laboratory reagents, as well as sequencers and other equipment and materials which we use in our laboratory operations. We rely on Illumina as the sole supplier of next generation sequencers and associated reagents and as the sole provider of maintenance and repair services for these sequencers. Our laboratory operations could be interrupted if we encounter delays or difficulties in securing these reagents, sequencers or other equipment or materials, and if we cannot obtain an acceptable substitute. Any such interruption could significantly affect our business, financial condition, results of operations and reputation. We believe that there are only a few other manufacturers that are currently capable of supplying and servicing the equipment necessary for our laboratory operations, including sequencers and various associated reagents. The use of equipment or materials provided by these replacement suppliers would require us to alter our laboratory operations. Transitioning to a new supplier would be time consuming and expensive, may result in interruptions in our laboratory operations, could affect the performance specifications of our laboratory operations or could require that we revalidate our tests. We cannot assure you that we would be able to secure alternative equipment, reagents and other

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materials, or bring such equipment, reagents and materials on line and revalidate them without experiencing interruptions in our workflow. If we encounter delays or difficulties in securing, reconfiguring or revalidating the equipment and reagents we require for our tests, our business and reputation could be adversely affected.

Customer and geographic concentrations

In 2013 and for the nine months ended September 30, 2014, the percentages of our revenue attributable to sources in the United States were 42 and 64, respectively; the percentages of our revenue attributable to sources in Canada were one and 21, respectively; the percentages of our revenue attributable to sources in Israel were 44 and 12, respectively; and the percentages of our revenue attributable to countries excluding the United States, Canada and Israel were 13 and three, respectively.

As of December 31, 2012 and 2013, and September 30, 2014, we had net long-lived assets in the United States of $2.7 million, $5.9 million and $8.9 million, respectively, and net long-lived assets in Chile of $0, $2.2 million and $1.9 million, respectively. As of December 31, 2012 and 2013, and September 30, 2014 we did not have long-lived assets outside of the United States and Chile.

As of September 30, 2014, all of our revenue has been derived from sales of our assay of 216 genes. Teva Pharmaceuticals Industries Ltd. accounted for 44% and 12% of our revenue for the year ended December 31, 2013 and for the nine months ended September 30, 2014, respectively. In 2012, 2013 and for the nine months ended September 30, 2014, no other customer represented 10% or more of our revenue. For the nine months ended September 30, 2014, our ten largest customers accounted for approximately 35% of billable tests delivered.

Facilities

Our corporate headquarters and laboratory operations are located in San Francisco, California, where we lease and occupy approximately 7,795 square feet of space. The lease for our headquarters expires in September 2016. Additionally, we sublease approximately 8,852 square feet of laboratory and office space in a nearby building under an agreement that expires in February 2017. We lease approximately 12,286 square feet of office space at another location in San Francisco under an agreement that expires in April 2017. We also lease approximately 8,348 square feet of office space in Palo Alto, California pursuant to an agreement that expires in March 2020. We also lease approximately 200 square feet of additional laboratory space in Santiago, Chile, pursuant to a lease agreement that expires in May 2015, with an automatic renewal period of two additional years.

We believe that our facilities are adequate for our current needs and that additional space will be available on commercially reasonable terms if required.

Our culture and employees

Growing and retaining a strong team is critical to our long-term success. Our multidisciplinary team includes bioinformaticians, clinical and medical geneticists, commercial and managed care experts, genetic counselors, scientists, software engineers, web developers, graphic designers and lab automation specialists, as well as staff in our administrative and corporate teams. We pride ourselves on the quality and integrity of the people we hire, and we strive to foster a motivating and unique culture in which we hope they will thrive.

Our people have widely varied skills and capabilities, and our success hinges on our ability to apply all of those skills and capabilities in concert to achieve our mission. We relish individuality, and we strive to

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make sure that in efforts to create a cohesive working environment, we preserve diversity of views and approaches.

Our mission and relentless focus on our clients' needs drive attitudes and behaviors across the company. To support our values, we implement the following strategies:

•
Attracting and Maintaining Exceptional Employees.  We believe that versatile and experienced employees, management and directors provide significant advantages in the rapidly evolving market in which we compete. Since inception, we have devoted and will continue to devote substantial efforts to building a talented employee base and to attracting an experienced management team with a track record in fast-growing organizations. We provide significant autonomy, much more than would typically be given, to the individual and to leaders within the organization but hold each employee accountable through a steady-state peer review feedback systems in which every employee is evaluated by peers on a weekly basis. This system provides us with a large amount of performance data on a consistent basis as a starting point for developing and mentoring our employees.

•
Commitment to Experimentation and Data-Informed Decisions.  We strive to make decisions informed by data, and look for counterintuitive information that might go against the conventional wisdom in the industry to give us a business advantage. We experiment with different commercial and technology hypotheses across our business and make decisions based on supporting data. We intend to research and develop not only new technology processes but business strategy as well.

•
Transparency.  We strive to be transparent with our clients, employees and shareholders. We believe the best execution happens where information is broadly shared. We view a state of heightened transparency within companies and with the public as a growing trend that will only accelerate in the future.

As of October 31, 2014, we had 144 employees, the significant majority of which are based in San Francisco or Palo Alto, California. Of these employees, 58 were in research and development, 28 were in commercial laboratory operations, 35 were in sales and marketing and 23 were in general and administrative. None of our employees are represented by a labor union, and we consider our employee relations to be good.

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Management

Executive officers and directors

The following table sets forth, as of October 31, 2014, certain information regarding our current executive officers and directors:

 
Name
   Age
   Position
 

Randal W. Scott, Ph.D. 

   57   Chairman, Chief Executive Officer and Director

Sean E. George, Ph.D. 

   41   President, Chief Operating Officer, Director and Co-Founder

Lisa Alderson

   43   Chief Commercial Officer

Lee Bendekgey

   57   Chief Financial Officer, General Counsel and Secretary

Eric Aguiar, M.D.(     )

   52   Director

Geoffrey S. Crouse(     )

   43   Director
 

(1)    Member of our Compensation Committee

(2)    Member of our Audit Committee

(3)    Member of our Nominating and Corporate Governance Committee

Executive officers

Randal W. Scott, Ph.D. has served as our Chairman and Chief Executive Officer since August 2012 and as a director since 2010. From 2000 through August 2012, Dr. Scott held a number of positions at Genomic Health, Inc., a public-held genomic information company which he co-founded in 2000, most recently as the Chief Executive Officer of a wholly-owned subsidiary of Genomic Health, and as a director. Prior to that, Dr. Scott served as Executive Chairman of the Board of Genomic Health, from January 2009 until March 2012 and Chairman of the Board and Chief Executive Officer from August 2000 until December 2008. Dr. Scott was a founder of Incyte Corporation, which at the time was a genomic information company, and served in various roles from 1991 through 2000, including Chairman of the Board, President and Chief Scientific Officer. Dr. Scott holds a B.S. in Chemistry from Emporia State University and a Ph.D. in Biochemistry from the University of Kansas. We believe that Dr. Scott is qualified to serve on our board due to his years of experience in the life sciences industry and his extensive executive leadership and management experience at public companies.

Sean E. George, Ph.D. is one of our co-founders and has served as our President and Chief Operating Officer since August 2012. He has also served as a director since January 2010. He initially served as our Chief Executive Officer from January 2010 to August 2012. Prior to co-founding Invitae, Dr. George served as Chief Operating Officer from 2007 to November 2009 at Navigenics, Inc., a personalized medicine company. Previously, he served as Senior Vice President of Marketing and Senior Vice President, Life Science Business at Affymetrix, Inc., a provider of life science and molecular diagnostic products, as well as Vice President, Labeling and Detection Business at Invitrogen Corporation, a provider of tools to the life sciences industry, during his tenure there from 2002 to 2007. Dr. George holds a B.S. in Microbiology and Molecular Genetics from the University of California Los Angeles, an M.S. in Molecular and Cellular Biology from the University of California Santa Barbara, and a Ph.D. in Molecular Genetics from the University of California Santa Cruz. We believe that Dr. George is qualified to serve on our board of directors due to his extensive experience in the life science industry, his broad leadership experience with life science companies and his educational background.

Lisa Alderson has served as our Chief Commercial Officer since September 2012. Ms. Alderson is also a founding partner of Tech Care Now, an information technology and service company, and has served on its

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board since January 2011. She previously was the Executive Vice President of Plum District, an e-commerce company, from July 2011 to May 2012. From January 2010 to January 2011, Ms. Alderson was a consultant, advisor and angel investor. Prior to that, she served as Chief Executive Officer and President of CrossLoop, Inc., a marketplace for technical services, from April 2007 to January 2010, and as President of Cinema Circle, Inc., a subscription-based home entertainment company, from 2004 to 2006. Previously, she was part of the start-up team at Genomic Health, Inc., from 2000 to 2002, and a Manager of Strategic Planning at The Walt Disney Company from 1997 to 1999. Ms. Alderson holds a B.A. in Journalism and International Studies from Colorado State University and an M.B.A. from Harvard Business School.

Lee Bendekgey has served as our Chief Financial Officer and General Counsel since November 2013. Mr. Bendekgey is the former General Counsel of DNAnexus, Inc., a cloud-based genome informatics and data management company, where he served from September 2011 to October 2013. From March 2009 until September 2011, Mr. Bendekgey pursued personal interests. Prior to that, he was Chief Financial Officer and General Counsel for Nuvelo, Inc., a biopharmaceutical company, from July 2004 to March 2009; and he served as General Counsel and Chief Financial Officer for Incyte Corporation from 1998 to July 2004. Mr. Bendekgey holds a B.A. in French and Political Science from Kalamazoo College and a J.D. from Stanford Law School.

Non-employee directors

Eric Aguiar, M.D. has been a member of our board of directors since September 2010. He has been a partner in the venture capital firm Thomas, McNerney & Partners since 2007. Prior to joining that firm, he was a Managing Director of HealthCare Ventures, a healthcare focused venture capital firm, from 2001 to 2007. Dr. Aguiar was Chief Executive Officer and a director of Genovo, Inc., a biopharmaceuticals company focused on gene delivery and gene regulation, from 1998 to 2000. Dr. Aguiar previously served as a director of Amarin Pharmaceuticals, a publicly-held biopharmaceutical company, as well as on the boards of numerous private companies including companies in the life sciences industry. He is a member of the Board of Overseers of the Tufts School of Medicine and a member of the Council on Foreign Relations. He received an M.D. with honors from Harvard Medical School and a B.A. in Arts and Sciences from Cornell University. Dr. Aguiar was also a Luce Fellow and is a Chartered Financial Analyst. We believe that Dr. Aguiar is qualified to serve on our board of directors due to his extensive experience with in the life science field, his experience on various boards, and his management and financial experience with life sciences companies.

Geoffrey S. Crouse has served on our board of directors since March 2012. Since September 2012 he has served as Chief Executive Officer of Cord Blood Registry, a company focusing on storing stem cells from umbilical cords. He previously served as Chief Operating Officer at Immucor, Inc., a publicly traded in vitro diagnostics company, from August 2009 to April 2011. From April 2011 through September 2012, Mr. Crouse was a consultant. Prior to Immucor, he served as Vice President of the life sciences business at Millipore Corporation, a publicly traded provider of technologies, tools and services for the life science industry, from 2006 to 2009. Prior to joining Millipore, he worked at Roche, a pharmaceuticals and diagnostics company, where he held various roles from 2003 to 2006. Mr. Crouse holds a B.A. in English and Japanese from Boston College and an M.B.A. and Masters of Public Health from the University of California Berkeley. We believe that Mr. Crouse is qualified to serve on our board of directors due to his extensive experience in the life sciences industry and his management and financial experience with life sciences companies.

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Voting arrangements

Pursuant to a fifth amended and restated voting agreement that we entered into with certain holders of our preferred stock:

•
the holders of a majority of the outstanding shares of common stock have the right to nominate one director to our board of directors, currently designated as Sean E. George;

•
Thomas, McNerney & Partners II, L.P. has the right to nominate one director to our board of directors, currently designated as Eric Aguiar;

•
the holders of a majority of the outstanding shares of Series C preferred stock have the right to nominate one director to our board of directors, currently designated as Randal W. Scott; and

•
our board of directors has the right to nominate four individuals, subject to certain independence requirements, provided that (1) if our board of directors is not able to agree upon such nominee(s) then such seats shall remain vacant, and (2) Baker Bros. Advisors L.P. may nominate one of these directors. One of these directors, who is not nominated by Baker Bros. Advisor L.P., is currently designated as Geoffrey S. Crouse.

The voting agreement will terminate upon the completion of this offering.

Board composition

Our amended and restated bylaws, which will become effective upon completion of this offering, provide that our board shall consist of such number of directors as the board of directors may from time to time determine. Our board of directors will initially consist of                  directors. The authorized number of directors may be changed by resolution of our board of directors. Vacancies on our board can be filled by resolution of our board of directors. Upon the completion of this offering, our board of directors will be divided into three classes, each serving staggered, three-year terms:

•
Our Class I directors will be                  and their terms will expire at the first annual meeting of stockholders following the date of this prospectus;

•
Our Class II directors will be                  and their terms will expire at the second annual meeting of stockholders following the date of this prospectus; and

•
Our Class III directors will be                  and their terms will expire at the third annual meeting of stockholders following the date of this prospectus.

As a result, only one class of directors will be elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective terms.

Corporate governance

We believe our corporate governance initiatives comply with the Sarbanes-Oxley Act and the rules and regulations of the SEC adopted thereunder. In addition, we believe our corporate governance initiatives comply with the rules of the NYSE. After this offering, our board of directors will continue to evaluate our corporate governance principles and policies.

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Our board of directors has adopted a code of business conduct and ethics that applies to each of our directors, officers and employees. The code addresses various topics, including:

•
compliance with laws, rules and regulations;
•
confidentiality;
•
conflicts of interest;
•
corporate opportunities;
•
competition and fair dealing;
•
payments or gifts from others;
•
health and safety;
•
insider trading;
•
protection and proper use of company assets;
•
record keeping; and
•
giving and accepting gifts.

Our board of directors has adopted a code of ethics for senior financial officers applicable to our Chief Executive Officer and Chief Financial Officer as well as other key management employees addressing ethical issues. Upon completion of this offering, the code of business conduct and the code of ethics will each be posted on our website. The code of business conduct and the code of ethics can only be amended by the approval of a majority of our board of directors. Any waiver to the code of business conduct for an executive officer or director or any waiver of the code of ethics may only be granted by our board of directors or our nominating and corporate governance committee and must be timely disclosed as required by applicable law. We also intend to implement whistleblower procedures that establish formal protocols for receiving and handling complaints from employees. Any concerns regarding accounting or auditing matters reported under these procedures will be communicated promptly to our audit committee.

Director independence

Our board of directors determined that                       and                        are "independent directors" as defined under the rules of the NYSE. There are no family relationships among any of our directors or executive officers. The NYSE permits a phase-in period of up to one year for an issuer listing its securities on the NYSE in connection with its initial public offering in order meet the requirement that a majority of the board of directors be comprised of independent directors. We intend to take advantage of this phase-in period.

Board leadership structure

Our board of directors is currently chaired by Randal W. Scott. Our board believes that having a combined chairman of the board and chief executive officer is the most effective leadership structure for our company at this time. The board believes that Dr. Scott is the director best situated to identify strategic opportunities and focus the activities of the board due to his full-time commitment to our business and his industry-specific experience. The board also believes that the combined role of chairman and chief executive officer promotes effective execution of strategic imperatives and facilitates information flow between management and the board.

Role of the board in risk oversight

Our board of directors is responsible for overseeing the overall risk management process at the company. The responsibility for managing risk rests with executive management while the committees of our board

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of directors and our board of directors as a whole participate in the oversight process. Our board of directors' risk oversight process builds upon management's risk assessment and mitigation processes, which include reviews of long-term strategic and operational planning, executive development and evaluation, regulatory and legal compliance, and financial reporting and internal controls.

Board committees

We have established an audit committee, compensation committee and nominating and corporate governance committee, each of which will operate, upon the completion of this offering, under a charter that has been approved by our board. The composition of each committee and its respective charter will be effective upon the completion of this offering, and copies of each charter will be posted on the corporate governance section of our website at www.invitae.com. We believe that the composition of these committees meets the criteria for independence under, and the functioning of these committees complies with the applicable requirements of, the Sarbanes-Oxley Act, and the current rules and regulations of the SEC and the NYSE. We intend to comply with future requirements as they become applicable to us. Each committee has the composition and responsibilities described below.

Audit committee

Messrs.                   serve on our audit committee.                  is the chairperson of this committee. Our audit committee assists our board of directors in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing, financial reporting, internal control and legal compliance functions, and is directly responsible for the approval of the services performed by our independent accountants and reviewing of their reports regarding our accounting practices and systems of internal accounting controls. Our audit committee also oversees the audit efforts of our independent accountants and takes actions as it deems necessary to satisfy itself that the accountants are independent of management. Our audit committee is also responsible for monitoring the integrity of our consolidated financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters. Our board of directors has determined that                  is an audit committee financial expert, as defined by the rules promulgated by the SEC, and each of the members of our audit committee has the requisite financial sophistication as defined under the applicable rules and regulations of NYSE. The SEC and the NYSE permit a phase-in period of up to one year for an issuer registering securities in an initial public offering to meet the heightened audit committee independence requirements. Under the initial public offering phase-in period, (1) all but one of the members of the audit committee are exempt from the SEC independence requirements for up to 90 days from the date of effectiveness of the registration statement; and (2) a minority of the members of the audit committee are exempt from the independence requirements for up to one year from the date of effectiveness of the registration statement. Therefore, pursuant the initial public offering phase-in period, (1) one member of the audit committee must satisfy the heightened independence requirement at the outset, (2) a majority of the members must satisfy the heightened independence requirement within 90 days, and (3) all members must satisfy the heightened independence requirement within one year from effectiveness of our initial public offering registration statement. We intend to take advantage of such phase-in period.

Compensation committee

Messrs.                   serve on our compensation committee.                  is the chairperson of this committee. Our compensation committee assists our board of directors in meeting its responsibilities with regard to oversight and determination of executive compensation and assesses whether our compensation structure establishes appropriate incentives for officers and employees. Our compensation committee reviews and

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makes recommendations to our board of directors with respect to our major compensation plans, policies and programs. In addition, our compensation committee reviews and makes recommendations for approval by the independent members of our board of directors regarding the compensation for our executive officers, establishes and modifies the terms and conditions of employment of our executive officers and administers our stock option plans. The NYSE permits a phase-in period of up to one year for an issuer registering securities in an initial public offering that follows the same parameters as the SEC heightened independence requirements discussed above for audit committee service. We intend to take advantage of such phase-in period.

Nominating and corporate governance committee

Messrs.                   serve on our nominating and corporate governance committee.                  is the chairperson of this committee. Our nominating and corporate governance committee is responsible for making recommendations to our board of directors regarding candidates for directorships and the size and composition of the board of directors. In addition, our nominating and corporate governance committee is responsible for overseeing our corporate governance guidelines, and reporting and making recommendations to the board of directors concerning corporate governance matters. If an issuer utilizes a nominating committee for director nominations, the NYSE permits a phase-in period of up to one year for an issuer registering securities in an initial public offering that follows the same parameters as the SEC heightened independence requirements discussed above for audit committee service. We intend to take advantage of such phase-in period.

Compensation committee interlocks and insider participation

None of the members of our compensation committee is or has in the past served as one of our officers or employees. None of our executive officers currently serves, or in the past year has served, as a member of a board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee.

Director compensation

The following table shows certain information with respect to the compensation of our non-employee directors who served during any part of the fiscal year ended December 31, 2013:

   
Name
   Fees earned or
paid in cash
   Option
awards
   Total
  
   

Eric Aguiar, M.D.(1)

     —     —     —  

Geoffrey S. Crouse

     —   $ 3,971 (2) $ 3,971  
   

(1)    Dr. Aguiar serves on our board as the director nominee of Thomas, McNerney & Partners II, L.P. and is not compensated by us for his services.

(2)    On April 1, 2013, we granted Mr. Crouse an option to purchase 25,000 shares of our common stock at an exercise price of $0.21 per share, with 10,000 shares vested at grant and the remaining 15,000 shares vesting monthly over 12 months. The amount in this column represents the aggregate fair value of the option award computed as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification No. 718, Compensation-Stock Compensation, or FASB ASC Topic 718, rather than amounts paid to or realized by Mr. Crouse. See the notes to our consolidated financial statements for a discussion of assumptions made in determining the grant date fair value and compensation expense of our stock options.

On October 24, 2014, we granted Mr. Crouse an option to acquire 15,000 shares of our common stock, vesting in equal monthly installments over one year, commencing on February 27, 2014. The option has an exercise price of $1.45 per share.

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Standard compensation arrangements

Employee directors do not receive any compensation for service as a member of our board of directors. While we reimburse our non-employee directors for their reasonable out-of-pocket costs and travel expenses in connection with their attendance at board and committee meetings, we do not have a standard compensation policy for our non-employee directors, other than Mr. Crouse, who currently is paid $20,000 annually and eligible to receive an annual option grant to purchase 15,000 shares of common stock. However, we intend to review and consider future proposals regarding non-employee director compensation upon completion of our initial public offering.

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Executive compensation

2013 summary compensation table

The following table presents information concerning the total compensation of our named executive officers, for services rendered to us in all capacities during the fiscal year ended December 31, 2013. Our named executive officers consist of our Chief Executive Officer and the two other highest paid executive officers who were serving at fiscal year-end:

   
Name and principal position
   Fiscal
year
   Salary
($)
   Option
awards
($)(1)
   Total
($)
  
   

Randal W. Scott, Ph.D.
 Chairman and Chief Executive Officer

     2013   $ 200,000     —   $ 200,000  

Sean E. George, Ph.D.
 President and Chief Operating Officer

     2013   $ 280,000     —   $ 280,000  

Lisa Alderson(2)
 Chief Commercial Officer

     2013   $ 239,583     —   $ 239,583  
   

(1)    No equity awards were granted to our named executive officers during the fiscal year ended December 31, 2013.

(2)    Ms. Alderson was employed on a part-time basis until October 1, 2013. Her annualized salary was $287,500.

2013 outstanding equity awards at fiscal year-end

The following table presents information regarding outstanding equity awards held by our named executive officers as of December 31, 2013:

   
 
    
   Option awards   Stock awards  
Name
   Grant
date
   Number of
securities
underlying
unexercised
options
(exercisable)
(#)
   Number of
securities
underlying
unexercised
options
(unexercisable)
(#)
   Option
exercise
price
($/share)
   Option
expiration
date
   Number of
shares or
units that
have not
vested
(#)
   Market
value of
shares or
units that
have not
vested
(#)
  
   

Randal W. Scott, Ph.D. 

   —     —     —     —   —     —     —  

Sean E. George, Ph.D. 

   11-16-12     66,666     133,334 (1) $ 0.21   11-16-22     —     —  

Lisa Alderson

   11-16-12     83,333     166,667 (1) $ 0.21   11-16-22              

  11-16-12                           66,667 (1)(2) $   (3)
   

(1)    The shares vest over a four-year period at the rate of 25% of the shares on the one-year anniversary of the vesting start date of August 31, 2012 and 1/48th of the shares on a monthly basis thereafter over the subsequent three-year period.

(2)    Represents shares acquired upon the early exercise of a time-based stock option, which shares are subject to a right of repurchase at the original exercise price paid for the shares if the executive terminates employment before the shares have vested.

(3)    As there was no public market value for our common stock as of December 31, 2013, we have set the fair market value at the assumed initial public offering price of $              per share, the midpoint of the preliminary price range set forth on the cover page of this prospectus.

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Additional equity awards

We granted options to purchase shares of our common stock on February 28, 2014 and October 15, 2014 to the following executive officers: (1) Sean E. George, 300,000 shares on each date; (2) Lee Bendekgey, 50,000 shares and 150,000 shares, respectively; and (3) Lisa Alderson, 200,000 shares and 150,000 shares, respectively. Each option has an exercise price of $0.57 and $1.45 per share. The options vest as to 25% of the shares on the one-year anniversary of the grant date and 1/48th of the shares vest each month thereafter over the remaining three years.

Employment arrangements

In July 2010, we entered into an executive employment agreement with Sean E. George, Ph.D., our President and Chief Operating Officer. This agreement was subsequently terminated in November 2014. Pursuant to the executive employment agreement, Dr. George was provided the right to purchase 1,000,000 shares of our common stock at $0.0001 per share, subject to a restricted stock purchase agreement dated July 15, 2010. The restricted shares have now fully vested. The restricted stock purchase agreement imposes restrictions on the transfer, grants us a right of first refusal and subjects the shares to a 180-day lock-up period after the effective date of this offering. The right of first refusal terminates upon the completion of this offering. Under his executive employment agreement prior to its termination, in the event of a "change of control" (such as a merger or reorganization which results in our stockholders immediately prior to such transaction holding less than 50% of the voting power of the surviving entity, or the sale or transfer of all or substantially all of our assets), the vesting for any unvested equity awards held by Dr. George would have accelerated and become immediately exercisable. Subject to his execution of a general release of all claims against us, the executive employment agreement provided prior to its termination that if Dr. George's employment with us was terminated by us without "cause" or not in connection with his death or disability, or if following a "change of control" he resigned for "good reason" (such as a material reduction in base salary or responsibilities, or a material change in the geographic location of his primary work facility), then Dr. George would have been entitled to receive the following: (1) a cash payment equal to 12 months of his then-existing base salary, payable in monthly installments; and (2) if he elected to continue health insurance coverage under COBRA for himself or his eligible dependents, we would have reimbursed him for the applicable premiums until the earlier of a 12-month period or until he or his eligible dependents became covered under similar plans or became ineligible for coverage. If such a termination occurred outside of a "change of control" context, Dr. George also would have received accelerated vesting of any unvested equity awards in an amount equal to the number of shares that would have vested had he remained employed for an additional 12 months.

2010 Stock Incentive Plan

Our 2010 Stock Incentive Plan, or the 2010 Stock Plan, was initially adopted by our board of directors on September 17, 2010 and approved by our stockholders on October 8, 2010. The 2010 Stock Plan was last amended on August 26, 2014. The purpose of the 2010 Stock Plan is to offer selected persons an opportunity to acquire a proprietary interest in our success by acquiring shares of our common stock.

Our 2010 Stock Plan permits the direct award or sale of shares and for the grant of nonstatutory stock options and restricted stock to our employees, directors and consultants and any of our parents' or subsidiaries' employees and consultants. Incentive stock options, within the meaning of Section 422 of the Internal Revenue Code, may also be granted but only to our employees and our parents' or subsidiaries' employees.

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Share reserve.    As of the date of this prospectus, 15,354,167 shares of common stock have been authorized for issuance under the 2010 Stock Plan. As of October 31, 2014, options to purchase a total of 11,813,977 shares of common stock were outstanding under the 2010 Stock Plan. If an option to acquire shares expires or is cancelled for any reason, the shares allocable to the unexercised portion of such option will become available for future award under the 2010 Stock Plan. Shares of common stock that have previously been issued under the 2010 Stock Plan that are reacquired by us pursuant to a forfeiture provision, right of repurchase or right of first refusal will revert to and again become available for future issuance under the 2010 Stock Plan.

Administration.    Our board of directors or a committee appointed thereby administers the 2010 Stock Plan. The board may also authorize one or more officers to designate employees to receive awards and/or to determine the number of awards to be received, subject to a total number set by the board. All actions of the board will be final and binding on all persons.

Stock options.    The board may grant incentive and/or nonstatutory stock options under our 2010 Stock Plan; provided that incentive stock options are only granted to employees. The exercise price of options granted under the plan must be equal to or greater than 100% of the fair market value of our common stock on the date of grant. The term of an option may not exceed ten years; provided, however, that an incentive stock option held by an optionee who owns more than 10% of the total combined voting power of all classes of our stock, any parent or any of our subsidiary corporations, may not have a term in excess of five years and must have an exercise price of at least 110% of the fair market value of our common stock on the grant date. The exercise price for an option may be paid in cash or check. In addition, the board may permit other forms of payment such as surrender of shares, services rendered, promissory note, cashless exercise, pledge of shares. Subject to the provisions of our 2010 Stock Plan, the board determines the remaining terms of the options (e.g., exercisability and vesting). The board may permit an optionee to exercise his or her option as to shares that have not vested. The optionee may exercise his or her option, to the extent vested, following termination of the optionee's service for the period specified in the award agreement, such period to be at least 30 days if termination is due to any reason other than cause, death or disability (or six months in the case of termination due to death or disability). However, in no event may an option be exercised later than the expiration of its term.

Restricted shares.    Restricted shares may be offered under the 2010 Stock Plan. The board will advise the offeree in writing of the terms, conditions and restrictions related to the offer, including the number of shares that such person will be entitled to purchase, the price to be paid (if any), and the time within which such person must accept such offer.

Transferability/forfeiture.    Unless determined otherwise by the board, the 2010 Stock Plan generally does not allow for options to be transferred in any manner other than by will or the laws of descent and distribution. Notwithstanding the foregoing, to the extent permitted by the board, a nonqualified option may be transferred to a revocable trust or as permitted by California securities law and Rule 701 of the Securities Act. Shares awarded or sold under the 2010 Stock Plan or received upon the exercise of options may be subject to certain forfeiture conditions, rights to repurchase, rights of first refusal, market stand-off or other transfer restrictions as the board may determine and as set forth in the applicable award agreement.

Adjustments.    In the event that any dividend or other distribution (whether in the form of cash, shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of our shares or other securities, or other change in our corporate structure affecting the shares occurs, the board will adjust the number of

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shares that may be delivered under the 2010 Stock Plan and/or the number and price of shares covered by each outstanding award.

Corporate transaction.    If we are a party to a merger or consolidation, or in the event of a sale of all or substantially all of our stock or assets, outstanding awards under the 2010 Stock Plan will be subject to the agreement governing the transaction. The terms of such agreement may provide that (a) outstanding options continue if we are the surviving entity, (b) the 2010 Stock Plan and outstanding options are assumed by the surviving entity, (c) options of the surviving entity are substituted, (d) acceleration of vesting followed by cancellation of the options, or (e) settlement of the intrinsic value of options followed by cancellation of the options, in each case without the Optionee's consent. In the event of a change in control, the vesting for stock options granted to outside directors will be automatically accelerated and our right to repurchase shares underlying such options will lapse. Pursuant to the 2010 Stock Plan, a "change in control" results from: (1) a merger, consolidation or reorganization if persons who were not our stockholders immediately prior to such merger, consolidation or reorganization own immediately after such merger, consolidation or reorganization 50% or more of the voting power of the surviving entity and any direct or indirect parent thereof; (2) a sale, transfer or other disposition of all or substantially all of our assets or our stockholders approve a plan of complete liquidation; or (3) the aggregation by any person of 50% or more of the combined voting power of our outstanding securities (unless any of the foregoing transactions is (x) an initial public offering or sale of securities, (y) a private financing that is approved by the board, or (z) is effected only for the purpose of changing our state of incorporation or creating a holding company).

Plan amendments and termination.    Our board may at any time amend, alter, suspend or terminate the 2010 Stock Plan. However, the board will obtain stockholder approval of any 2010 Stock Plan amendment to the extent necessary and desirable to comply with applicable law. A termination or amendment of the 2010 Stock Plan will not impair the rights of any participant under the 2010 Stock Plan, unless mutually agreed to otherwise by such participant and us.

Upon the completion of this offering, the 2010 Stock Plan will be terminated and no shares of our common stock will remain available for future issuance under the 2010 Stock Plan. Shares originally reserved for issuance under our 2010 Stock Plan but which are not issued or subject to outstanding awards on the effective date of the 2015 Stock Incentive Plan, and shares subject to outstanding awards under our 2010 Stock Plan on the effective date of the 2015 Stock Incentive Plan that are subsequently forfeited or terminated for any reason before being exercised or settled, including shares subject to vesting restrictions that are subsequently forfeited, will become available for awards under our 2015 Stock Incentive Plan.

2015 Stock Incentive Plan

Our 2015 Stock Incentive Plan, or the 2015 Stock Plan, was adopted by our board of directors in                  , 2015. We expect the 2015 Stock Plan will become effective upon the execution and delivery of the underwriting agreement for this offering. Once the 2015 Stock Plan is effective, no further grants will be made under the 2010 Stock Plan.

The 2015 Stock Plan provides for the granting of incentive stock options within the meaning of Section 422 of the Internal Revenue Code to employees and the granting of nonstatutory stock options to employees, non-employee directors, advisors and consultants. The 2015 Stock Plan also provides for the grants of restricted stock, stock appreciation rights, stock unit and cash-based awards to employees, non-employee directors, advisors and consultants.

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Administration.    The compensation committee of our board of directors, or our board of directors acting as a committee, will administer the 2015 Stock Plan, including the determination of the recipient of an award, the number of shares or amount of cash subject to each award, whether an option is to be classified as an incentive stock option or nonstatutory option, and the terms and conditions of each award, including the exercise and purchase prices and the vesting or duration of the award.

At the discretion of our board of directors, our compensation committee may consist of two or more non-employee directors. To the extent required by our board of directors, the composition of our compensation committee may satisfy the requirements for plans intended to qualify for exemption under Rule 16b-3 of the Exchange Act and Section 162(m) of the Internal Revenue Code. Our board of directors may appoint one or more separate committees of our board of directors, each consisting of one or more members of our board of directors, to administer our 2015 Stock Plan with respect to employees who are not subject to Section 16 of the Exchange Act. Subject to applicable law, our board of directors may also authorize one or more officers to designate employees, other than employees who are subject to Section 16 of the Exchange Act, to receive awards under our 2015 Stock Plan and/or determine the number of such awards to be received by such employees subject to limits specified by our board of directors.

Authorized shares.    Under our 2015 Stock Plan, the aggregate number of shares of our common stock authorized for issuance may not exceed (1)                     plus (2) the sum of number of shares subject to outstanding awards under the 2010 Stock Plan as of the 2015 Stock Plan's effective date that are subsequently forfeited or terminated for any reason before being exercised or settled, plus the number of shares subject to vesting restrictions under the 2010 Stock Plan on the 2015 Stock Plan's effective date that are subsequently forfeited, plus the number of shares reserved but not issued or subject to outstanding grants under the 2010 Stock Plan as of the 2015 Stock Plan's effective date. In addition, the number of shares that have been authorized for issuance under the 2015 Stock Plan will be automatically increased on the first day of each fiscal year beginning on                  , 2015 and ending on (and including)                   , 2024, in an amount equal to the lesser of (1)          % of the outstanding shares of our common stock on the last day of the immediately preceding fiscal year, or (2) another amount determined by our board of directors. Shares subject to awards granted under the 2015 Stock Plan that are forfeited or terminated before being exercised or settled, or are not delivered to the participant because such award is settled in cash, will again become available for issuance under the 2015 Stock Plan. Shares withheld to satisfy the grant, exercise price or tax withholding obligation related to an award will again become available for issuance under the 2015 Stock Plan. However, shares that have actually been issued shall not again become available unless forfeited. No more than                  shares may be delivered upon the exercise of incentive stock options granted under the 2015 Stock Plan plus, to the extent allowable under applicable tax law, any shares that again become available for issuance under the 2015 Stock Plan. During any time when the tax deduction limitations of Section 162(m) of the Internal Revenue Code apply to awards under the 2015 Stock Plan, and options or stock appreciation rights are intended to qualify as "performance-based compensation" under Section 162(m), no person may receive options or stock appreciation rights in any calendar year for an aggregate of more than                  shares, and no more than two times this amount in the first year of employment.

Types of awards

Stock options.    A stock option is the right to purchase a certain number of shares of stock, at a certain exercise price, in the future. Under our 2015 Stock Plan, incentive stock options and nonstatutory options must be granted with an exercise price of at least 100% of the fair market value of our common stock on the date of grant. Incentive stock options granted to any holder of more than 10% of our voting shares must have an exercise price of at least 110% of the fair market value of our common stock on the date of

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grant. No incentive stock option can be granted to an employee if as a result of the grant, the employee would have the right in any calendar year to exercise for the first time one or more incentive stock options for shares having an aggregate fair market value in excess of $100,000. The stock option agreement specifies the date when all or any installment of the option is to become exercisable. We expect that 1/4th of the total number of shares subject to the options will vest and become exercisable 12 months after the vesting commencement date for options granted, and the remaining options will vest and become exercisable at a rate of 1/48th of the total number of shares subject to the options each month thereafter. Each stock option agreement sets forth the term of the options, provided that the term of an incentive stock option is prohibited from exceeding ten years (five years in the case of an incentive stock option granted to any holder of more than 10% of our voting shares), and the extent to which the optionee will have the right to exercise the option following termination of the optionee's service with us. Payment of the exercise price may be made in cash or, if provided for in the stock option agreement evidencing the award, (1) by surrendering, or attesting to the ownership of, shares which have already been owned by the optionee, (2) by delivery of an irrevocable direction to a securities broker to sell shares and to deliver all or part of the sale proceeds to us in payment of the aggregate exercise price, (3) by delivery of an irrevocable direction to a securities broker or lender to pledge shares and to deliver all or part of the loan proceeds to us in payment of the aggregate exercise price, (4) by a "net exercise" arrangement, (5) by delivering a full-recourse promissory note or (6) by any other form that is consistent with applicable laws, regulations and rules.

Restricted stock.    Restricted stock is a share award that may be subject to vesting conditioned upon continued service, the achievement of performance objectives or the satisfaction of any other condition as specified in a restricted stock agreement. Participants who are granted restricted stock awards generally have all of the rights of a stockholder with respect to such stock, other than the right to transfer such stock prior to vesting. Subject to the terms of the 2015 Stock Plan, our compensation committee will determine the terms and conditions of any restricted stock award, including any vesting arrangement, which will be set forth in a restricted stock agreement to be entered into between us and each recipient. Restricted stock may be awarded for such consideration as our compensation committee may determine, including without limitation cash, cash equivalents, full-recourse promissory notes, future services or services rendered prior to the award, without cash payment by the recipient.

Stock unit.    Stock units give recipients the right to acquire a specified number of shares of stock (or cash amount) at a future date upon the satisfaction of certain conditions, including any vesting arrangement, established by our compensation committee and as set forth in a stock unit agreement. Unlike restricted stock, the stock underlying stock units will not be issued until the stock units have vested and are settled, and recipients of stock units generally will have no voting or dividend rights prior to the time the vesting conditions are satisfied and the award is settled. At our compensation committee's discretion, stock units may provide for the right to dividend equivalents. Our compensation committee may elect to settle vested stock units in cash or in common stock or in a combination of cash and common stock. Subject to the terms of the 2015 Stock Plan, our compensation committee will determine the terms and conditions of any stock unit award, which will be set forth in a stock unit agreement to be entered into between us and each recipient.

Stock appreciation rights.    Stock appreciation rights typically will provide for payments to the recipient based upon increases in the price of our common stock over the exercise price of the stock appreciation right. The exercise price of a stock appreciation right will be determined by our compensation committee, which shall not be less than the fair market value of our common stock on the date of grant. Our

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compensation committee may elect to pay stock appreciation rights in cash or in common stock or in a combination of cash and common stock.

Cash-based awards.    A cash-based award is denominated in cash. The compensation committee may grant cash-based awards in such number and upon such terms as it shall determine. Payment, if any, will be made in accordance with the terms of the award, and may be made in cash or in shares of common stock, as determined by the compensation committee.

Performance-based awards.    Awards under our 2015 Stock Plan may be made subject to the attainment of performance criteria. Awards of restricted stock, stock units or cash-based awards that are intended to qualify as "performance-based compensation" under Section 162(m) of the Internal Revenue Code will be subject to the attainment of one or more pre-established performance goals, including cash flows, earnings per share, earnings before interest, taxes and amortization, return on equity, total stockholder return, share price performance, return on capital, return on assets or net assets, revenue, income or net income, operating income or net operating income, operating profit or net operating profit, operating margin or profit margin, return on operating revenue, return on invested capital, market segment shares, costs, expenses, initiation or completion of research activities, initiation or completion of other development programs, other milestones with respect to research activities or development programs, implementation or completion of critical projects, commercial milestones and other milestones with respect to the growth and development of our business. The maximum aggregate number of shares that may be subject to restricted stock or stock unit awards intended to qualify as performance-based compensation under this tax rule granted to any individual in any calendar year is                  shares, and no more than two times this amount in the first year of employment. The maximum aggregate amount of cash that may be payable under cash-based awards intended to qualify as performance-based compensation under this tax rule granted to any individual in any calendar year is $              .

Other plan features

Under the 2015 Stock Plan:

•
Unless the agreement evidencing an award expressly provides otherwise, no award granted under the plan may be transferred in any manner (prior to the vesting and lapse of any and all restrictions applicable to shares issued under such award), other than by will or the laws of descent and distribution, provided, however, that an incentive stock option may be transferred or assigned only to the extent consistent with Section 422 of the Internal Revenue Code.

•
In the event of a recapitalization, stock split or similar capital transaction, our compensation committee will make appropriate and equitable adjustments to the number of shares reserved for issuance under the 2015 Stock Plan, the limitations regarding the total number of shares underlying awards given to an individual participant in any calendar year, the number of shares that can be issued as incentive stock options, the number of shares subject to outstanding awards and the exercise price under each outstanding option or stock appreciation right.

•
If we are involved in a merger or other reorganization, outstanding awards will be subject to the agreement or merger or reorganization. Such agreement will provide for (1) the continuation of the outstanding awards by us, if we a surviving corporation, (2) the assumption or substitution of the outstanding awards by the surviving corporation or its parent or subsidiary, (3) immediate vesting, exercisability and settlement of the outstanding awards followed by their cancellation, or (4) settlement of the intrinsic value of the outstanding awards (whether or not vested or exercisable) in cash, cash equivalents, or equity (including cash or equity subject to deferred vesting and delivery consistent with

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    the vesting restrictions applicable to such award or the underlying shares) followed by cancellation of such awards.

•
The administrator of the 2015 Stock Plan may modify, extend or renew outstanding awards or may accept the cancellation of outstanding awards (to the extent not previously exercised), whether or not granted under the 2015 Stock Plan, in return for the grant of new awards for the same or a different number of shares and at the same or a different exercise price, or in return for the grant of a different award for the same or a different number of shares, all without stockholder approval. However, no modification of an award shall, without the consent of the individual participant, materially impair his or her rights or obligations under such award.

•
Our board of directors may amend or terminate the plan at any time, subject to stockholder approval where required by applicable law. Any amendment or termination may not materially impair the rights of holders of outstanding awards without their consent. No incentive stock option may be granted after the tenth anniversary of the earlier of (1) the date the 2015 Stock Plan was adopted by our board of directors, or (2) the date the plan was approved by our stockholders.

Employee Stock Purchase Plan

Our board of directors adopted the Employee Stock Purchase Plan, or ESPP, in                  2015, to be effective on the date on which the initial public offering is effective. The ESPP is intended to qualify under Section 423 of the Internal Revenue Code and the purpose of the ESPP is to provide eligible employees with an opportunity to increase their proprietary interest in the success of our company by purchasing common stock from us at favorable terms and to pay for their purchases through payroll deductions. Our board of directors believes that establishing an ESPP will enable us to attract, retain and motivate valued employees. A total of                  shares of common stock will initially be reserved for issuance under the ESPP plus an annual increase beginning in the fiscal year that begins January 1, 2016. The annual increase will equal the least of (1)                     percent (          %) of the outstanding shares of stock on such date, or (2) such lesser amount the board of directors determines. No annual increase shall be added more than ten years after the ESPP's effective date.

Administration.    Except as noted below, our ESPP will be administered by a committee of our board of directors. The committee will have full power and authority, subject to the provisions of the ESPP, necessary for the proper administration of the plan. The committee may adopt such rules, guidelines and forms as it deems appropriate to implement the ESPP, including sub-plans, which the committee may establish for the purpose of facilitating participation by non-U.S. employees and compliance with foreign laws. Our board of directors may, in its sole discretion, at any time, resolve to administer the ESPP.

Eligibility.    Each of our employees and of each present or future subsidiary, as designated by the committee, whose customary employment is more than five months per calendar year and more than 20 hours per week, and who is employed on the day preceding the start of any offering period will be eligible to participate in the ESPP. The ESPP will permit an eligible employee to purchase common stock through payroll deductions (and by cash or check if permitted by the committee), which may not be less than 1% nor more than 15% of the employee's eligible compensation. No participant will be able to purchase stock under the ESPP if immediately after electing to purchase stock, the participant would own stock (including stock such employee may purchase under the ESPP or other outstanding options) representing 5% or more of the total combined voting power or value of all classes of our or any parent or subsidiary company's stock. No participant will be able to purchase more than such number of shares as may be determined by the committee with respect to a single offering period, or purchase period, if applicable. In addition, no participant is permitted to accrue, under the ESPP and all similar purchase plans

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of ours or of our parent or subsidiary companies, a right to purchase shares of our stock having a fair market value in excess of $25,000 (determined at the time the right is granted) for each calendar year. Participants will be able to withdraw their accumulated payroll deductions prior to the end of the offering period, or purchase period, if applicable, in accordance with the terms of the offering. Participation in the ESPP will end automatically on termination of employment with us.

Offering periods and purchase price.    Our ESPP will be implemented through a series of offerings of purchase rights to eligible employees. Under the ESPP, except as noted below, the committee may specify offerings with a duration of not more than 27 months, and may specify shorter purchase periods within each offering. During each purchase period, payroll deductions will accumulate, without interest. On the last day of the purchase period, i.e., the purchase date, accumulated payroll deductions will be used to purchase common stock for employees participating in the offering.

The purchase price will be specified pursuant to the offering, but cannot, under the terms of the ESPP, be less than the lesser of (1) 85% of the fair market value per share of our common stock on the purchase date, or (2) 85% of the fair market value per share of our common stock on the last trading day preceding the offering date (or, in the case of an offering period that commences on the initial public offering of our stock, 85% of the price at which one share is offered to the public). The committee will determine the purchase period and the purchase price of shares that may be purchased pursuant to each offering.

Reset feature.    The committee may specify that if the fair market value of a share of our common stock on any purchase date within a particular offering period is less than or equal to the fair market value on the start date of that offering period, then the offering period will automatically terminate and the employee in that offering period will automatically be transferred and enrolled in a new offering period, which will begin on the next day following such purchase date.

Changes to capital structure.    In the event that there is a specified type of change in our capital structure, such as a stock split, appropriate adjustments will be made to (a) the number of shares reserved under the ESPP, (b) the individual and aggregate participant share limitations described in the ESPP and (c) the price of shares that any participant has elected to purchase.

Corporate reorganization.    Immediately before a corporate reorganization such as a merger or sale of substantially all of the Company, the offering period and any purchase period then in progress shall terminate and stock will be purchased with the accumulated payroll deductions, unless the ESPP is assumed by the surviving corporation or its parent corporation under the plan of merger or consolidation.

Amendment and termination.    Our board of directors will have the right to amend, suspend or terminate the ESPP at any time. Any increase in the aggregate number of shares of stock to be issued under the ESPP (other than the annual increase noted above) is subject to stockholder approval. Any other amendment is subject to stockholder approval only to the extent required under applicable law or regulation.

401(k) plan

We maintain a 401(k) plan that is tax-qualified for our employees in the United States, including our named executive officers. We do not offer employer matching or make other employer contributions to our 401(k) plan.

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Limitation on liability and indemnification matters

Our amended and restated certificate of incorporation that will be in effect following this offering contains provisions that limit the personal liability of our directors for monetary damages to the fullest extent permitted by the General Corporation Law of the State of Delaware, or the DGCL. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for:

•
any breach of the director's duty of loyalty to us or our stockholders;

•
any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

•
unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or any transaction from which the director derived an improper personal benefit.

Our amended and restated certificate of incorporation and amended and restated bylaws provide that we are required to indemnify our directors, in each case to the fullest extent permitted by the DGCL. Our bylaws also provide that we shall advance expenses incurred by a director in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under the provisions of the DGCL. We have entered into agreements to indemnify our directors and expect to continue to enter into agreements to indemnify our directors. Prior to the closing of the offering, we plan to amend and restate our indemnification agreements with our directors and to enter into similar agreements with each of our officers. With certain exceptions, these agreements provide for indemnification for related expenses including, among other things, attorneys' fees, judgments, fines and settlement amounts incurred by any of our directors in any action or proceeding. We believe that these certificate of incorporation and bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors. We also maintain directors' and officers' liability insurance.

The limitation of liability and indemnification provisions in our certificate of incorporation and bylaws may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty of care. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder's investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers. At present, there is no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

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Certain relationships and related party transactions

In addition to the cash and equity compensation arrangements of our directors and named executive officers discussed above under the section entitled "Management," the following is a description of transactions since January 1, 2011 to which we have been a party in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers, beneficial holders of more than 5% of our capital stock, or entities affiliated with or immediate family members of any of the foregoing, had or will have a direct or indirect material interest.

Sales of common and convertible preferred stock

The following table summarizes purchases of our common stock and convertible preferred stock since January 1, 2011 by certain of our directors, executive officers and holders of more than 5% of our capital stock and their affiliated entities. Each outstanding share of our preferred stock will automatically convert into one share of our common stock immediately prior to the completion of this offering.

   
 
    
   Shares of preferred stock    
  
 
   Shares of common stock
   Aggregate purchase price
  
Purchaser
   Series A(5)
   Series B(6)
   Series C(7)
   Series D(8)
   Series E(9)
   Series F(10)
  
   

Executive Officers and Directors:

                                                  

Randal W. Scott, Ph.D.(1)

     —     —     —     16,315,788     —     3,921,568     1,000,000   $ 23,499,999  

Lisa Alderson

     100,000 (2)   —     —     26,315     —     19,607     —   $ 75,998  

Geoffrey S. Crouse

     115,554 (3)   —     —     —     —     —     —   $ 10,910  

5% Stockholders:

    
 		    
 		    
 		    
 		    
 		    
 		    
 		    
 		  

Baker Brothers Life Sciences, L.P.(4)

     —     —     —     —     8,000,000     9,803,921     12,500,000   $ 49,999,999  

BlackRock, Inc.(4)

     —     —     —     —     —     —     25,000,000   $ 50,000,000  

Thomas, McNerney & Partners II, L.P.(4)

     —     11,363,636     —     5,263,155     —     3,267,973     2,500,000   $ 19,999,996  

Genomic Health, Inc. 

     —     —     4,181,818     4,796,968     —     3,267,973     1,000,000   $ 13,857,118  
   

(1)   Prior to joining our company in August 2012, Dr. Scott was an affiliate of Genomic Health, Inc.

(2)   We issued 100,000 shares of common stock to Ms. Alderson upon the early exercise of a stock option subject to a nonstatutory stock option, or NSO, agreement dated November 16, 2012. Until such time as the shares vest, the shares are subject to repurchase by us following the termination of her employment at a purchase price of $0.21 per share. The shares vest over a four-year period, and an aggregate of 54,166 shares were vested as of October 31, 2014. The NSO agreement also imposes restrictions on the transfer of the stock.

(3)   We issued an aggregate of 115,554 shares of common stock to Mr. Crouse, of which 90,554 shares were upon the early exercise of a stock option subject to a NSO agreement dated March 7, 2012, and 25,000 shares are subject to an NSO agreement dated April 1, 2013. The shares subject to the April 1, 2013 NSO agreement are fully vested. Until such time as the shares issued pursuant to the March 7, 2012 NSO agreement vest, the shares are subject to repurchase by us following the termination of his service at a purchase price equal to $0.0625 per share. These shares vest over a four-year period, and an aggregate of 58,482 shares were vested as of October 31, 2014. The NSO agreements also impose restrictions on the transfer of the stock.

(4)   Includes securities purchased by affiliates of the purchaser listed in the table. See "Principal stockholders" for additional information.

(5)   Issued in September 2010 at $0.44 per share.

(6)   Issued in March 2011 at $0.55 per share.

(7)   Issued on various dates between August 2012 and October 2012 at $0.95 per share. Of the shares issued to Randal W. Scott, 600,000 shares were subsequently transferred without consideration to, or for the benefit of, members of his family.

(8)   Issued in May 2013 at $1.25 per share.

(9)   Issued on various dates between October 2013 and December 2013 at $1.53 per share.

(10) Issued in August and October 2014 at $2.00 per share.

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Convertible notes

Pursuant to a Note Purchase Agreement dated as of May 22, 2012, as amended on June 27, 2012 and July 26, 2012, Thomas, McNerney & Partners II, L.P. and affiliates provided us with bridge loans in the aggregate principal amount of $1,400,000 and Genomic Health, Inc. provided us with bridge loans in the aggregate principal amount of $600,000. The notes representing these loans accrued interest at 8% per annum and, on August 8, 2012, these notes, comprising $2,000,000 in principal plus $18,000 in accrued interest, were converted into shares of our Series C preferred stock at the price paid by other purchasers of our Series C preferred stock.

Investors' rights agreement

In August 2014, we entered into a fifth amended and restated investors' rights agreement with certain holders of our outstanding convertible preferred stock, including Genomic Health, Inc., an entity with which our director Randal W. Scott was affiliated when it made its initial investment in our convertible preferred stock in 2011, and Thomas, McNemey & Partners II, L.P. and affiliates, entities with which our director Eric Aguiar is affiliated, as well as Baker Brothers Life Sciences, L.P. and its affiliates, BlackRock, Inc. and its affiliates, and funds advised by Wellington Management Company LLP. This agreement provides that certain holders of common stock issuable upon conversion of our preferred stock have the right to demand that we file a registration statement or request that their shares of common stock be covered by a registration statement that we are otherwise filing. With respect to this offering, the registration rights have been validly waived. In addition to the registration rights, the investors' rights agreement provides for certain information rights, board observer rights and rights of first offer if we propose to offer or sell any new equity securities. The provisions of the investors' rights agreement, other than those relating to registration rights, will terminate upon completion of this offering. See "Description of capital stock—Investors' rights agreement" for additional information.

Right of first refusal and co-sale agreement

In August 2014, we entered into a fifth amended and restated right of first refusal and co-sale agreement with certain holders of our preferred stock, including Genomic Health, Inc., an entity with which our director Randal W. Scott was affiliated when it made its initial investment in our convertible preferred stock in 2011, and Thomas, McNemey & Partners II, L.P. and affiliates, entities with which our director Eric Aguiar is affiliated, as well as Baker Brothers Life Sciences, L.P. and its affiliates, BlackRock, Inc. and its affiliates, and funds advised by Wellington Management Company LLP. This agreement provides certain holders of preferred stock a right of purchase and of co-sale in respect of sales of shares of capital stock and for a market stand-off following an initial public offering. These rights of purchase and co-sale will terminate immediately prior to the completion of this offering.

Voting agreement

In August 2014, we entered into a fifth amended and restated voting agreement with certain holders of our preferred stock, including Genomic Health, Inc., an entity with which our director Randal W. Scott was affiliated when it made its initial investment in our convertible preferred stock in 2011, and Thomas, McNemey & Partners II, L.P. and affiliates, entities with which our director Eric Aguiar is affiliated, as well as Baker Brothers Life Sciences, L.P. and its affiliates, BlackRock, Inc. and its affiliates, and funds advised by Wellington Management Company LLP. This agreement contains provisions regarding voting and size of our board of directors, board composition and removal rights, and drag-along sale rights. The voting

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agreement will terminate upon the completion of this offering. See "Management—Voting arrangements" for additional information.

Management rights

In connection with our sale of convertible preferred stock to our investors, we are party to management rights letters with certain purchasers of our convertible preferred stock, including Thomas, McNerney & Partners II, L.P. and its affiliates, BlackRock, Inc. and its affiliates, and OrbiMed Private Investments V, L.P., pursuant to which such entities were granted certain management rights, including the right to consult with and advise our management on significant business issues, attend board of directors meetings and receive board materials in certain cases, review our financial data and operating plans, examine our books and records and inspect our facilities. These management rights will terminate upon the completion of this offering.

Stock options granted to executive officers and directors

We have granted stock options to our executive officers and directors, as more fully described in "Executive compensation—Additional equity awards" and "Management—Director compensation," respectively.

Restricted stock purchase agreement

Pursuant to restricted stock purchase agreements dated July 15, 2010, each of our co-founders, including Sean E. George, was provided the right to purchase 1,000,000 shares of our common stock at $0.0001 per share. The restricted shares have now fully vested. The restricted stock purchase agreements impose restrictions on the transfer, grant us a right of first refusal and subject the shares to a 180-day lock-up period after the effective date of this offering. The right of first refusal terminates upon the completion of this offering.

Indemnification agreements

We have entered into indemnification agreements with our directors. We plan to amend and restate these agreements and to enter into similar indemnification agreements with each of our officers prior to the closing of the offering. The indemnification agreements and our certificate of incorporation and bylaws require us to indemnify these individuals to the fullest extent permitted by Delaware law. See "Management—Limitation on liability and indemnification matters."

Related party transaction policy

We intend to adopt a written policy that our executive officers, directors, holders of more than 5% of any class of our voting securities, and any member of the immediate family of and any entity affiliated with any of the foregoing persons, are not permitted to enter into a related party transaction with us without the prior consent of our audit committee, or other independent members of our board of directors in the event it is inappropriate for our audit committee to review such transaction due to a conflict of interest. Any request for us to enter into a transaction with an executive officer, director, principal stockholder, or any of their immediate family members or affiliates, in which the amount involved exceeds $120,000 must first be presented to our audit committee for review, consideration and approval. In approving or rejecting any such proposal, our audit committee is to consider the relevant facts and circumstances available and deemed relevant to our audit committee, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar

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circumstances and the extent of the related party's interest in the transaction. All of the transactions described above were entered into prior to the adoption of such policy.

Although we have not had a written policy for the review and approval of transactions with related persons prior to the closing of this offering, our board of directors has historically reviewed and approved any transaction where a director or officer had a financial interest, including all of the transactions described above. Prior to approving such a transaction, the material facts as to a director's or officer's relationship or interest as to the agreement or transaction were disclosed to our board of directors. Our board of directors would take this information into account when evaluating the transaction and in determining whether such a transaction was fair to us and in the best interests of all of our stockholders. In addition, for each related party transaction described above, the disinterested directors in the context of each such transaction approved the applicable agreement and transaction.

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Principal stockholders

The following table sets forth information regarding the number of shares of common stock beneficially owned on October 31, 2014, and immediately following consummation of this offering, by:

•
each person who is known by us to beneficially own 5% or more of our common stock;
•
each of our named executive officers and directors; and
•
all of our executive officers and directors as a group.

We have determined beneficial ownership in accordance with SEC rules. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

Applicable percentage ownership prior to the offering is based on 146,740,332 shares of common stock outstanding at October 31, 2014, but does not reflect the exercise of any options to purchase common stock. Shares beneficially owned include shares of common stock acquired upon the early exercise of stock options granted under our 2010 Stock Plan, for which we have a right of repurchase. Applicable percentage ownership after the offering assumes that                   shares of common stock will be outstanding upon completion of this offering. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding all shares of common stock underlying options held by that person that are currently exercisable or will become exercisable within 60 days of October 31, 2014. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, ownership includes shares owned by a spouse, minor children and relatives sharing the same home, as well as entities owned or controlled by the named person. Unless otherwise noted, shares are owned of record and beneficially by the named person or entity.

Except as otherwise set forth in footnotes to the table below, the address of each of the persons listed below is c/o Invitae Corporation, 458 Brannan Street, San Francisco, California 94107.

   
 
    
   Percentage of shares
beneficially owned 		 
 
   Number of
shares
beneficially
owned
  
Name and address of beneficial owner
   Prior to this
offering
   After this
offering
  
   

Executive Officers and Directors:

                    

Randal W. Scott, Ph.D. 

     20,637,356     14.1%        

Sean E. George, Ph.D.(1)

     1,128,029     *        

Lisa Alderson(2)

     291,755     *        

Eric Aguiar, M.D.(3)

     22,394,764     15.3%        

Geoffrey S. Crouse(4)

     128,054     *        

All current executive officers and directors as a group (6 persons)(5)

     44,676,209     30.4%        

5% Stockholders:

                    

Baker Brothers Life Sciences, L.P. and affiliates(6)

     30,303,921     20.7%        

BlackRock, Inc.(7)

     25,000,000     17.0%        

Thomas, McNerney & Partners II, L.P. and affiliates(3)

     22,394,764     15.3%        

Genomic Health, Inc.(8)

     13,246,759     9.0%        
   

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*      Represents beneficial ownership of less than 1%.

(1)    Includes options to purchase 116,666 shares of common stock exercisable within 60 days of October 31, 2014.

(2)    Includes options to purchase 145,833 shares of common stock exercisable within 60 days of October 31, 2014 and 100,000 shares of common stock acquired upon the early exercise of options to purchase common stock, of which 45,834 shares are subject to our right of repurchase as of October 31, 2014.

(3)    Consists of 22,097,812 shares held by Thomas, McNerney & Partners II, L.P. ("Thomas McNerney"): 79,536 shares held by TMP Associates II, L.P. ("TMP Associates"); and 217,416 shares held by TMP Nominee II, LLC ("TMP Nominee"). Thomas, McNerney & Partners II, LLC ("TMP LLC") is the general partner of each of Thomas McNerney and TMP Associates. Eric Aguiar is a manager of TMP LLC and has shared voting and investment control over the shares held by each of Thomas McNerney and TMP Associates and indirectly shares investment control over the shares held by TMP Nominee. Dr. Aguiar disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The mailing address of Thomas McNerney and its affiliates is 60 South Sixth Street, Suite 3620, Minneapolis, MN 55402.

(4)   Includes options to purchase 12,500 shares of common stock exercisable within 60 days of October 31, 2014 and 90,554 shares of common stock acquired upon the early exercise of options to purchase common stock, of which 32,072 shares are subject to our right of repurchase as of October 31, 2014.

(5)    Includes options to purchase an aggregate of 371,249 shares of common stock exercisable within 60 days of October 31, 2014 and 190,554 shares of common stock acquired upon the early exercise of options to purchase common stock, of which 77,906 shares are subject to our right of repurchase as of October 31, 2014.

(6)   Consists of 26,608,608 shares held by Baker Brothers Life Sciences, L.P. ("Baker Brothers"); 1,911,410 shares held by 667, L.P. (account #1) ("667 #1"); 1,343,672 shares held by 667, L.P. (account #2) ("667 #2"); and 440,231 shares held by 14159, L.P. ("14159"). Baker Bros Advisors LP ("Baker Advisors") is the investment advisor of 667#1 and 667#2, Baker Brothers and 14159, and has voting and dispositive power with respect to these shares. Julian C. Baker and Felix J. Baker are managing members of Baker Advisors. Baker Advisors, Julian C. Baker and Felix J. Baker disclaim beneficial ownership of the securities held by the funds except to the extent of their pecuniary interest therein. The mailing address of Baker Brothers and its affiliates is 667 Madison Avenue, 21st Floor, New York, NY 10065.

(7)    BlackRock, Inc. is the ultimate parent holding company of certain advisory subsidiaries that have the power to vote or dispose of the shares. Of the 25,000,000 shares listed above, 14,195,190 are for the benefit of BlackRock Global Allocation Fund, Inc., 2,896,633 are for the benefit of BlackRock Global Allocation V.I. Fund of BlackRock Variable Series Funds, Inc., 64,815 are for the benefit of BlackRock Global Allocation Portfolio of BlackRock Series Fund, Inc., 247,498 are for the benefit of BlackRock Global Allocation Fund (Australia), 167,841 are for the benefit of MassMutual Select BlackRock Global Allocation Fund, 839,273 are for the benefit of JNL/BlackRock Global Allocation Fund of JNL Series Trust, 5,603,429 are for the benefit of BlackRock Global Funds—Global Allocation Fund, 369,458 are for the benefit of BlackRock Global Funds—Global Dynamic Equity Fund, 186,439 are for the benefit of AZL BlackRock Global Allocation Fund, a Series of Allianz Variable Insurance Products Trust, and 429,424 are for the benefit of BlackRock Global Allocation Collective Fund (collectively, the "BlackRock Funds"). On behalf of BlackRock Investment Management, LLC and BlackRock Institutional Trust Company, N.A., the Investment Manager, Adviser, Sub-Adviser and/or Trustee (as applicable) of the BlackRock Funds, Dennis Stattman, as a Managing Director of BlackRock Investment Management, LLC and BlackRock Institutional Trust Company, N.A., has voting and investment power over the shares held by the BlackRock Funds. Dennis Stattman expressly disclaims beneficial ownership of all shares held by the BlackRock Funds. The address of the BlackRock Funds, BlackRock Investment Management, LLC, BlackRock Institutional Trust Company, N.A. and Dennis Stattman is c/o BlackRock Investment Management, LLC, 1 University Square Drive, Princeton, NJ 08540.

(8)   The address of Genomic Health is 301 Penobscot Drive, Redwood City, CA 94036.

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Description of capital stock

General

The following is a summary of the rights of our common stock and preferred stock and certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws, as they will be in effect upon the completion of this offering. For more detailed information, please see our amended and restated certificate of incorporation and amended and restated bylaws, which are filed as exhibits to the registration statement of which this prospectus is part.

Immediately following the completion of this offering, our authorized capital stock will consist of                   shares, par value of $0.0001 per share, of which:

•
              shares will be designated as common stock; and
•
              shares will be designated as preferred stock.

Upon completion of this offering, all outstanding convertible preferred stock will be converted into common stock. As of October 31, 2014, we had outstanding the following shares of preferred stock:

•
11,693,179 shares of Series A preferred stock;
•
4,181,818 shares of Series B preferred stock;
•
31,112,750 shares of Series C preferred stock;
•
8,000,000 shares of Series D preferred stock;
•
26,143,777 shares of Series E preferred stock; and
•
60,000,000 shares of Series F preferred stock;

all of which are automatically convertible into an aggregate of 141,131,524 shares of common stock immediately prior to the completion of this offering. We also had 5,608,808 shares of common stock outstanding as of October 31, 2014, held of record by 36 stockholders. In addition, as of October 31, 2014, 11,813,977 shares of our common stock were subject to outstanding options. For additional information on our capitalization, see "Capitalization."

Common stock

Pursuant to our amended and restated certificate of incorporation that will be in effect immediately prior to the completion of this offering, the holders of common stock are entitled to one vote per share on all matters submitted to a vote of stockholders. This amended and restated certificate of incorporation does not provide for cumulative voting in the election of directors. Subject to the rights, if any, of the holders of any outstanding series of preferred stock, the holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the board of directors out of legally available funds. However, the current policy of the board of directors is to retain earnings, if any, for operations and growth. Upon our liquidation, dissolution or winding-up, subject to the rights, if any, of the holders of our preferred stock, the holders of common stock are entitled to share ratably in all assets that are legally available for distribution. The holders of common stock have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock, which may be designated solely by action of the board of directors and issued in the future.

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Preferred stock

The board of directors is authorized, subject to any limitations prescribed by law, without further vote or action by the stockholders, to issue from time to time shares of preferred stock in one or more series without stockholder approval. Each such series of preferred stock will have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges as is determined by the board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights.

Fifth amended and restated investors' rights agreement

Upon completion of this offering, the holders of an aggregate of 146,740,332 shares of our common stock that were issued or are issuable upon the conversion of our preferred stock, assuming the conversion is effective immediately prior to the completion of this offering, will be entitled to the rights described below with respect to registration of the resale of such shares under the Securities Act pursuant to the fifth amended and restated investors' rights agreement by and among us and certain of our stockholders dated August 26, 2014, as amended by that certain omnibus approval and amendment dated October 9, 2014.

Registration of shares of common stock in response to the exercise of the following rights would result in the holders being able to trade these shares without restriction under the Securities Act when the applicable registration statement is declared effective. We generally must pay all expenses, other than underwriting discounts and commissions, related to any registration effected pursuant to the exercise of these registration rights.

The registration rights terminate upon the earlier of the seventh anniversary of this offering or the occurrence of a deemed liquidation event (as such term is defined in our certificate of incorporation) and distribution of proceeds to or escrow for the benefit of the holders.

Demand registration rights.    If, at any time after the earlier of February 26, 2016 or 180 days after the effective date of the registration statement of this offering, the holders of 20% of the then outstanding registrable securities issued or issuable upon the conversion of our preferred stock request that we file a Form S-1 registration statement with respect to the registrable securities then outstanding, we may be required to register their shares if the anticipated aggregate offering price, net of selling expenses, is not less than $5 million, subject to certain exceptions. Depending on certain conditions, however, we may defer such registration for up to 60 days. The underwriters of any underwritten offering have the right to limit the number of shares registered by these holders for marketing reasons.

Piggyback registration rights.    If at any time we propose to register any shares of our common stock under the Securities Act after this offering, subject to certain exceptions, the holders of registrable securities will be entitled to notice of the registration and to include their share of registrable securities in the registration. The underwriters of any underwritten offering have the right to limit the number of shares registered by these holders for marketing reasons, subject to certain exceptions.

Form S-3 registration rights.    If at any time when we are eligible to use the Form S-3 registration statement, the holders of at least 10% of then outstanding registrable securities issued or issuable upon conversion of our preferred stock may request that we effect a registration on Form S-3 under the Securities Act, so long as the proposed aggregate offering price of the shares to be registered by the holders requesting registration is at least $2 million, subject to certain exceptions.

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Anti-takeover effects of Delaware law and our amended and restated certificate of incorporation and bylaws

Certain provisions of Delaware law, our amended and restated certificate of incorporation and our amended and restated bylaws to become effective upon completion of this offering could have the effect of delaying, deferring or discouraging another party from acquiring control of us. These provisions, which are summarized below, are expected to discourage certain types of coercive takeover practices and inadequate takeover bids. These provisions are also designed, in part, to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging such proposals, including proposals that are priced above the then-current market value of our common stock, because, among other reasons, the negotiation of such proposals could result in an improvement of their terms.

Certificate of Incorporation and Bylaws.    Our amended and restated certificate of incorporation and amended and restated bylaws to become effective upon completion of this offering include provisions that:

•
divide our board of directors into three classes, each serving staggered, three-year terms;

•
authorize the board of directors to issue, without further action by the stockholders, up to              shares of undesignated preferred stock;

•
require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent;

•
specify that special meetings of our stockholders can be called only by the board of directors, the chairman of the board, or the chief executive officer;

•
establish an advance notice procedure for stockholder approvals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to the board of directors;

•
provide that directors may be removed only for cause;

•
establish the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain derivative actions or proceeding brought on our behalf, any action asserting a claim of breach of fiduciary duty, any action asserting a claim against us arising pursuant to the DGCL, or any action asserting a claim governed by the internal affairs doctrine;

•
require the affirmative vote of holders of at least 662/3% of the total votes eligible to be cast in the election of directors to amend, alter, change or repeal our bylaws; and provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum.

Delaware anti-takeover statute.    We are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. In general, Section 203 prohibits a publicly-held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder unless:

•
prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

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•
upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or at or subsequent to the date of the transaction, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 662/3% of the outstanding voting stock which is not owned by the interested stockholder.

Generally, a "business combination" includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the "interested stockholder" and an "interested stockholder" is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of a corporation's outstanding voting stock. We expect the existence of this provision to have an anti-takeover effect with respect to transactions our board of directors does not approve in advance. We also anticipate that Section 203 may discourage business combinations or other attempts that might result in a premium over the market price for the shares of common stock held by our stockholders.

The provisions of DGCL, our amended and restated certificate of incorporation and our amended and restated bylaws to become effective upon completion of this offering could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

Transfer agent and registrar

The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC. The transfer agent's address is 6201 15th Avenue, Brooklyn, New York 11219.

Listing

We intend to apply to list our common stock on the New York Stock Exchange under the symbol "NVTA."

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Material U.S. federal income tax considerations to non-U.S. holders

The following is a summary of material U.S. federal income tax consequences applicable to non-U.S. holders (as defined below) with respect to the purchase, ownership and disposition of our common stock, but does not purport to be a complete analysis of all the potential tax considerations relating thereto. This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code, Treasury regulations promulgated thereunder, administrative rulings and judicial decisions, all as of the date hereof. These authorities may be changed, possibly retroactively, so as to result in U.S. federal income tax consequences different from those set forth below. We have not sought any ruling from the Internal Revenue Service, or the IRS, with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions.

This summary does not address the tax considerations arising under the laws of any U.S. state or local jurisdiction or any non-U.S. jurisdiction or under U.S. federal gift, generation-skipping and, except to the limited extent set forth below, estate tax laws or the potential application of the Medicare Contribution tax. In addition, this discussion does not address tax considerations applicable to an investor's particular circumstances or to investors that may be subject to special tax rules, including, without limitation:

•
banks, insurance companies or other financial institutions;

•
persons subject to the alternative minimum tax;

•
tax-exempt organizations;

•
dealers in securities or currencies;

•
"controlled foreign corporations," "passive foreign investment companies," and corporations that accumulate earnings to avoid U.S. federal income tax;

•
persons who acquire our common stock through the exercise of employee stock options or otherwise as compensation for services;

•
partnerships or entities classified as partnerships for U.S. federal income tax purposes, or any investors in such entities;

•
traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

•
persons that own, or are deemed to own, more than five percent of our common stock (except to the extent specifically set forth below);

•
certain former citizens or long-term residents of the U.S.;

•
persons who hold our common stock as a position in a hedging transaction, "straddle," "conversion transaction" or other risk reduction transaction;

•
persons who do not hold our common stock as a capital asset within the meaning of Section 1221 of the Internal Revenue Code (generally, for investment purposes); or persons deemed to sell our common stock under the constructive sale provisions of the Internal Revenue Code.

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If a partnership or entity classified as a partnership for U.S. federal income tax purposes is a beneficial owner of our common stock, the tax treatment of a partner generally will depend on the status of the partner and upon the activities of the partnership. Accordingly, partnerships that hold our common stock, and partners in such partnerships, should consult their tax advisors.

You are urged to consult your tax advisor with respect to the application of the U.S. federal income tax laws to your particular situation, as well as any tax consequences of the purchase, ownership and disposition of our common stock arising under the U.S. federal estate, generation-skipping or gift tax rules or under the laws of any U.S. state or local or any non-U.S. or other taxing jurisdiction or under any applicable tax treaty.

Non-U.S. holder defined

For purposes of this discussion, you are a non-U.S. holder if you are a beneficial owner of our common stock (other than a partnership or entity classified as a partnership for U.S. federal income tax purposes) that for U.S. federal income tax purposes is not:

•
an individual citizen or resident of the United States;

•
a corporation or other entity taxable as a corporation for U.S. federal income tax purposes created or organized in the U.S. or under the laws of the U.S. or any political subdivision thereof; or

•
an estate whose income is subject to U.S. federal income tax regardless of its source; or a trust (1) whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (2) which has a valid election in effect to be treated as a U.S. person.

Distributions

We have not made any distributions on our common stock and do not intend to do so in the foreseeable future. However if we make distributions on our common stock, those payments will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent those distributions exceed both our current and our accumulated earnings and profits, they will constitute a return of capital and will first reduce your basis in our common stock, but not below zero. Any excess will be treated as gain from the sale or other disposition of the common stock and will be treated as described below under "—Gain on disposition of common stock."

Subject to discussion below regarding backup withholding and FATCA, any dividend paid to you generally will be subject to U.S. withholding tax either at a rate of 30% of the gross amount of the dividend or such lower rate as may be specified by an applicable income tax treaty, unless the dividends are effectively connected with your conduct of a U.S. trade or business, as discussed below. In order to receive a reduced treaty rate, you must provide us or the relevant paying agent with an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or other appropriate version of IRS Form W-8 prior to the distribution date properly certifying qualification for the reduced rate. If you hold our common stock through a financial institution or other agent acting on your behalf, you will be required to provide appropriate documentation to the agent, which then will be required to provide certification to the applicable withholding agent, either directly or through other intermediaries.

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Dividends received by you that are effectively connected with your conduct of a U.S. trade or business (and, if required by an applicable income tax treaty, are attributable to a permanent establishment maintained by you in the U.S.) generally will be subject to U.S. federal income tax at the same graduated rates applicable to U.S. persons, net of certain deductions and credits. In addition, if you are a corporate non-U.S. holder, dividends you receive that are effectively connected with your conduct of a U.S. trade or business may also be subject to a branch profits tax at a rate of 30% or such lower rate as may be specified by an applicable income tax treaty. Payment of effectively connected dividends that are included in your gross income generally will be exempt from withholding tax if you provide us or the relevant paying agent with an IRS Form W-8ECI or other applicable IRS Form W-8 prior to the distribution date properly certifying such exemption.

In general, non-U.S. holders will be required to periodically update their IRS Form W-8.

If you are eligible for a reduced rate of withholding tax pursuant to a tax treaty, you may be able to obtain a refund of any excess amounts withheld if you timely file an appropriate claim for refund with the IRS.

Gain on disposition of common stock

Subject to the discussion below regarding backup withholding and "FATCA," you generally will not be required to pay U.S. federal income tax on any gain realized upon the sale or other disposition of our common stock unless:

•
the gain is effectively connected with your conduct of a U.S. trade or business (and, if required by an applicable income tax treaty, the gain is attributable to a permanent establishment maintained by you in the U.S.), in which case you will be required to pay tax on the net gain derived from the sale (net of certain deductions or credits) under regular graduated U.S. federal income tax rates, and if you are a non-U.S. holder that is a corporation, you may also be subject to a branch profits tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty;

•
you are an individual who is present in the U.S. for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met, in which case you will be required to pay a flat 30% tax on the gain derived from the sale, which tax may be offset by U.S. source capital losses (even though you are not considered a resident of the U.S.) subject to an applicable income tax treaty providing otherwise; or

•
our common stock constitutes a U.S. real property interest by reason of our status as a "U.S. real property holding corporation" for U.S. federal income tax purposes, or a USRPHC, at any time within the shorter of the five-year period preceding the disposition or your holding period for our common stock. In general, a corporation is a USRPHC if the fair market value of its U.S. real property interests (as defined in the Internal Revenue Code and applicable Treasury regulations) equals or exceeds 50% of the sum of the fair market value of its worldwide (U.S. and foreign) real property interests and its other assets used or held for use in a trade or business. We believe that we are not currently and will not become a USRPHC. However, because the determination of whether we are a USRPHC depends on the fair market value of our U.S. real property relative to the fair market value of our other business assets, there can be no assurance that we will not become a USRPHC in the future. Even if we become a USRPHC, however, as long as our common stock is regularly traded on an established securities market, such common stock will be treated as a U.S. real property interest only if you actually or constructively hold

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    more than five percent of such regularly traded common stock at any time during the five year (or shorter) period that is described above.

Information reporting and backup withholding

Generally, we must report annually to the IRS the amount of any distribution paid to you, your name and address, and the amount of tax withheld, if any. A similar report will be sent to you. Pursuant to applicable income tax treaties or other agreements, the IRS may make these reports available to tax authorities in your country of residence.

Payments of dividends or of proceeds on the disposition of common stock made to you may be subject to additional information reporting and backup withholding at a current rate of 28% unless you establish an exemption, for example by properly certifying your non-U.S. status on an IRS Form W-8BEN or IRS Form W-8BEN-E or another appropriate version of IRS Form W-8. Notwithstanding the foregoing, backup withholding and information reporting may apply if the relevant paying agent has actual knowledge, or reason to know, that you are a U.S. person. Payment of the proceeds from a disposition of our common stock by a non-U.S. holder effected through a non-U.S. office of a non-U.S. broker generally will not be subject to information reporting or backup withholding if the payment is not received in the U.S. However, information reporting, but generally not backup withholding, will apply to such a payment if the broker has certain connections with the U.S. unless the broker has documentary evidence in its records that the beneficial owner thereof is a non-U.S. holder and specified conditions are met or an exemption is otherwise established.

Backup withholding is not an additional tax; rather, the U.S. income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund or credit may generally be obtained from the IRS, provided that the required information is furnished to the IRS in a timely manner.

FATCA

Legislation commonly referred to as FATCA generally imposes a 30% U.S. withholding tax on dividends on, and the gross proceeds of a disposition of, our common stock paid to (1) a "foreign financial institution" (as specifically defined under these rules) unless such institution enters into an agreement with the U.S. Treasury to withhold on certain payments and to collect and disclose information regarding U.S. account holders of such institution (which may include certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or otherwise establishes an exemption and (2) a non-financial foreign entity unless such entity provides the payor with a certification identifying the substantial direct and indirect U.S. owners of the entity, certifies that there are none of these or otherwise establishes an exemption. The withholding obligation under FATCA with respect to dividends began July 1, 2014 and with respect to the gross proceeds from sales or other dispositions of our common stock will not begin until January 1, 2017. Under certain circumstances, a non-U.S. holder might be eligible for refunds or credits of such taxes. An intergovernmental agreement between the United States and an applicable foreign country may modify the requirements described in this paragraph. Non-U.S. holders should consult their own tax advisors regarding the possible implications of this legislation on their investment in our common stock. You are encouraged to consult with your own tax advisor regarding the possible implications of this legislation on your investment in our common stock.

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U.S. Federal Estate Tax

Our common stock beneficially owned by an individual who is not a citizen or resident of the United States (as defined for U.S. federal estate tax purposes) at the time of his or her death will generally be includable in the decedent's gross estate for U.S. federal estate tax purposes, unless an applicable estate tax treaty provides otherwise.

Each prospective investor should consult its own tax advisor regarding the particular U.S. federal, state and local and non-U.S. tax consequences of the purchase, ownership and disposition of our common stock, including the consequences of any proposed change in applicable laws.

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Shares eligible for future sale

Before this offering, there has not been a public market for shares of our common stock. Future sales of substantial amounts of shares of our common stock, including shares issued upon the exercise of outstanding options, in the public market after this offering, or the possibility of these sales occurring, could cause the prevailing market price for our common stock to fall or impair our ability to raise equity capital in the future.

Upon the completion of this offering a total of                   shares of common stock will be outstanding, assuming that there are no exercises of options after                           , 2014. Of these shares, all shares of common stock sold in this offering by us, plus any shares sold upon exercise of the underwriters' option to purchase additional shares from us, will be freely tradable in the public market without restriction or further registration under the Securities Act, unless these shares are held by "affiliates," as that term is defined in Rule 144 under the Securities Act, or are subject to the lock-up agreements described below.

The remaining shares of common stock will be "restricted securities," as that term is defined in Rule 144 under the Securities Act. These restricted securities are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rules 144 or 701 under the Securities Act, which are summarized below.

Subject to the lock-up agreements described below and the provisions of Rules 144 and 701 under the Securities Act, these restricted securities will be available for sale in the public market as follows:

   
Date
   Number of shares
  
   

On the date of this prospectus

     —  

Between 90 and 180 days after the date of this prospectus

     —  

At various times beginning more than 180 days after the date of this prospectus

        
   

The above table assumes the automatic conversion of all outstanding shares of our convertible preferred stock effective immediately prior to the completion of this offering and excludes 240,446 shares of our common stock issued in connection with the early exercise of options which are subject to our right of repurchase. In addition, of the 11,813,977 shares of our common stock that were subject to stock options outstanding as of October 31, 2014, options to purchase an aggregate of 2,342,125 shares of common stock were vested as of October 31, 2014 and will be eligible for sale at various times beginning more than 180 days following the effective date of this offering.

Rule 144

In general, under Rule 144, beginning 90 days after the date of this prospectus, a person who is not our affiliate and has not been our affiliate at any time during the preceding three months will be entitled to sell any shares of our common stock that such person has beneficially owned for at least six months, including the holding period of any prior owner other than one of our affiliates, without regard to volume limitations. Sales of our common stock by any such person would be subject to the availability of current public information about us if the shares to be sold were beneficially owned by such person for less than one year.

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In addition, under Rule 144, a person may sell shares of our common stock acquired from us immediately upon the completion of this offering, without regard to volume limitations or the availability of public information about us, if:

•
the person is not our affiliate and has not been our affiliate at any time during the preceding three months; and the person has beneficially owned the shares to be sold for at least six months, including the holding period of any prior owner other than one of our affiliates.

Beginning 90 days after the date of this prospectus, our affiliates who have beneficially owned shares of our common stock for at least six months, including the holding period of any prior owner other than one of our affiliates, would be entitled to sell within any three-month period a number of shares that does not exceed the greater of:

•
1% of the number of shares of our common stock then-outstanding, which will equal approximately                    shares immediately after this offering;

•
this offering; and the average weekly trading volume in our common stock during the four calendar weeks preceding the date of filing of a Notice of Proposed Sale of Securities Pursuant to Rule 144 with respect to the sale.

Sales under Rule 144 by our affiliates are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 701

In general, under Rule 701, any of our employees, consultants or advisors who purchase shares from us in connection with a compensatory stock or option plan or other written agreement in a transaction before the effective date of this offering that was completed in reliance on Rule 701 and complied with the requirements of Rule 701 will, subject to the lock-up restrictions described below, be eligible to resell such shares 90 days after the effective date of this offering in reliance on Rule 144, but without compliance with certain restrictions, including the holding period, contained in Rule 144.

Lock-up agreements

In connection with this offering we and our officers, directors and substantially all of our equity holders have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of our common stock or securities convertible into or exchangeable for shares of common stock, file or cause to be filed a registration statement covering shares of common stock or any securities that are convertible into, exchangeable for, or represent the right to receive, common stock or any substantially similar securities, or publicly disclose the intention to do any of the foregoing, during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of J.P. Morgan Securities LLC. These agreements do not apply to the issuance by us of shares under any existing employee benefit plans.

Registration rights

Upon completion of this offering, certain holders of our outstanding preferred stock will be entitled to various rights with respect to the registration under the Securities Act of shares of our common stock issuable upon conversion of our preferred stock. Registration of these shares under the Securities Act would result in these shares becoming fully tradable without restriction under the Securities Act

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immediately upon the effectiveness of the registration. See "Description of Capital Stock—Investors' Rights Agreement" for additional information.

Registration statement

We intend to file a registration statement on Form S-8 under the Securities Act covering all of the shares of common stock subject to options outstanding or reserved for issuance under our stock plans. We expect to file this registration statement as soon as practicable after this offering. However, none of the shares registered on Form S-8 will be eligible for resale until the expiration of the lock-up agreements to which they are subject.

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Underwriting

We are offering the shares of common stock described in this prospectus through a number of underwriters. J.P. Morgan Securities LLC is the sole book-running manager of the offering and representative of the underwriters. We have entered into an underwriting agreement with the underwriters. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to the underwriters, and each underwriter has severally agreed to purchase, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, the number of shares of common stock listed next to its name in the following table:

 
Name
   Number of
shares
 

J.P. Morgan Securities LLC

    

Cowen and Company, LLC

    

Leerink Partners LLC

    

   

   
     
​ ​ ​

Total

    
 

The underwriters are committed to purchase all the common shares offered by us if they purchase any shares. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may also be increased or the offering may be terminated.

The underwriters propose to offer the common shares directly to the public at the initial public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $              per share. After the initial public offering of the shares, the offering price and other selling terms may be changed by the underwriters. Sales of shares made outside of the United States may be made by affiliates of the underwriters.

The underwriters have an option to buy up to                           additional shares of common stock from us. The underwriters have 30 days from the date of this prospectus to exercise this option. If any shares are purchased with this option, the underwriters will purchase shares in approximately the same proportion as shown in the table above. If any additional shares of common stock are purchased, the underwriters will offer the additional shares on the same terms as those on which the shares are being offered.

The underwriting fee is equal to the public offering price per share of common stock less the amount paid by the underwriters to us per share of common stock. The underwriting fee is $               per share. The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters assuming both no exercise and full exercise of the underwriters' option to purchase additional shares.

   
 
   Without
option to
purchase
additional shares
exercise
   With full
option to
purchase
additional shares
exercise
  
   

Per Share

   $     $    

Total

   $     $    
   

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We estimate that the total expenses of this offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately $              . We have agreed to reimburse the underwriters for all expenses relating to the clearance of this offering with the Financial Industry Regulatory Authority, Inc.

A prospectus in electronic format may be made available on the web sites maintained by one or more underwriters, or selling group members, if any, participating in the offering. The underwriters may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters and selling group members that may make Internet distributions on the same basis as other allocations.

We have agreed that we will not (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the SEC a registration statement under the Securities Act relating to, any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the common stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common stock or such other securities, in cash or otherwise, without the prior written consent of J.P. Morgan Securities LLC for a period of 180 days after the date of this prospectus, other than the shares of our common stock to be sold hereunder and any shares of our common stock issued upon the exercise of options granted under our existing equity incentive plans.

Our directors and executive officers, and substantially all of our securityholders have entered into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which each of these persons or entities, with limited exceptions, for a period of 180 days after the date of this prospectus, may not, without the prior written consent of J.P. Morgan Securities LLC, (1) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock (including, without limitation, common stock or such other securities which may be deemed to be beneficially owned by such directors, executive officers, or other securityholders in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale pledge or disposition, or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the common stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common stock or such other securities, in cash or otherwise, or (3) make any demand for or exercise any right with respect to the registration of any shares of our common stock or any security convertible into or exercisable or exchangeable for our common stock.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act.

We have applied to have our common stock approved for listing on the New York Stock Exchange under the symbol "NVTA."

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In connection with this offering, the underwriters may engage in stabilizing transactions, which involve making bids for, purchasing and selling shares of common stock in the open market for the purpose of preventing or retarding a decline in the market price of the common stock while this offering is in progress. These stabilizing transactions may include making short sales of the common stock, which involve the sale by the underwriters of a greater number of shares of common stock than they are required to purchase in this offering, and purchasing shares of common stock on the open market to cover positions created by short sales. Short sales may be "covered" shorts, which are short positions in an amount not greater than the underwriters' option to purchase additional shares referred to above, or may be "naked" shorts, which are short positions in excess of that amount. The underwriters may close out any covered short position either by exercising their option to purchase additional shares, in whole or in part, or by purchasing shares in the open market. In making this determination, the underwriters will consider, among other things, the price of shares available for purchase in the open market compared to the price at which the underwriters may purchase shares through the option to purchase additional shares. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market that could adversely affect investors who purchase in this offering. To the extent that the underwriters create a naked short position, they will purchase shares in the open market to cover the position.

The underwriters have advised us that, pursuant to Regulation M of the Securities Act of 1933, they may also engage in other activities that stabilize, maintain or otherwise affect the price of the common stock, including the imposition of penalty bids. This means that if the representatives of the underwriters purchase common stock in the open market in stabilizing transactions or to cover short sales, the representatives can require the underwriters that sold those shares as part of this offering to repay the underwriting discounts and commissions received by them.

These activities may have the effect of raising or maintaining the market price of the common stock or preventing or retarding a decline in the market price of the common stock, and, as a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. If the underwriters commence these activities, they may discontinue them at any time. The underwriters may carry out these transactions on the NYSE, in the over-the-counter market or otherwise.

Prior to this offering, there has been no public market for our common stock. The initial public offering price will be determined by negotiations between us and the representatives of the underwriters. In determining the initial public offering price, we and the representatives of the underwriters expect to consider a number of factors, including:

•
the information set forth in this prospectus and otherwise available to the representatives;

•
our prospects and the history and prospects for the industry in which we compete;

•
an assessment of our management;

•
our prospects for future earnings;

•
the general condition of the securities markets at the time of this offering;

•
the recent market prices of, and demand for, publicly traded common stock of generally comparable companies; and

•
other factors deemed relevant by the underwriters and us.

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Neither we nor the underwriters can assure investors that an active trading market will develop for our common shares, or that the shares will trade in the public market at or above the initial public offering price.

Certain of the underwriters and their affiliates have provided in the past to us and our affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for us and such affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. In addition, from time to time, certain of the underwriters and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future.

Selling restrictions

General

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

United Kingdom

This document is only being distributed to and is only directed at (1) persons who are outside the United Kingdom or (2) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or the Order, or (3) high net worth entities, and other persons to whom it may lawfully be communicated, falling with Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive, or each, a 'Relevant Member State, from and including the date on which the European Union Prospectus Directive, or the EU Prospectus Directive, was implemented in that Relevant Member State, or the Relevant Implementation Date, an offer of securities described in this prospectus may not be made to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the EU Prospectus Directive, except that, with effect from

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and including the Relevant Implementation Date, an offer of securities described in this prospectus may be made to the public in that Relevant Member State at any time:

•
to any legal entity which is a qualified investor as defined under the EU Prospectus Directive;

•
to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the EU Prospectus Directive); or

•
in any other circumstances falling within Article 3(2) of the EU Prospectus Directive, provided that no such offer of securities described in this prospectus shall result in a requirement for the publication by us of a prospectus pursuant to Article 3 of the EU Prospectus Directive.

For the purposes of this provision, the expression an "offer of securities to the public" in relation to any securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the EU Prospectus Directive in that Member State. The expression "EU Prospectus Directive" means Directive 2003/71/EC (and any amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State, and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

Switzerland

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or the SIX, or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this prospectus nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this prospectus nor any other offering or marketing material relating to the offering, the Company, the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or the CISA. The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

Hong Kong

The shares may not be offered or sold by means of any document other than (1) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (2) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (3) in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public

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in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (1) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA, (2) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (3) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the shares under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan, or the Financial Instruments and Exchange Law, and each underwriter has agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

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Legal matters

The validity of the shares of common stock offered hereby will be passed upon for us by Pillsbury Winthrop Shaw Pittman LLP, Palo Alto, California. Cooley LLP, San Diego, California is representing the underwriters in this offering.


Experts

Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements at December 31, 2012 and 2013, and for each of the two years in the period ended December 31, 2013, as set forth in their report. We have included our financial statements in the prospectus and elsewhere in the registration statement in reliance on Ernst & Young LLP's report, given on their authority as experts in accounting and auditing.


Where you can find additional information

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of common stock offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information about us and the common stock offered hereby, we refer you to the registration statement and the exhibits and schedules filed thereto. Upon completion of this offering, we will be required to file periodic reports, proxy statements, and other information with the SEC pursuant to the Exchange Act. You may read and copy this information at the Public Reference Room of the SEC, 100 F Street, N.E., Room 1580, Washington D.C. 20549. You may obtain information on the operation of the public reference rooms by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that site is www.sec.gov.

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References

•
Michael O. Dorschner, et al, "Actionable, Pathogenic Incidental Findings in 1,000 Participants' Exomes," The American Journal of Human Genetics 93, 631 640, October 3, 2013.

•
Jody Lynn Kujovich, "Factor V Leiden thrombophilia," Genetics in Medicine (2011) 13, 1-16, January 2011.

•
Allison W. Kurian, et al, "Clinical Evaluation of a Multiple-Gene Sequencing Panel for Hereditary Cancer Risk Assessment," Journal of Clinical Oncology 32 (19), July 1, 2014.

•
National Cancer Institute at the National Institutes of Health, "Genetic Testing for Heredity Cancer Syndromes," http://www.cancer.gov/cancertopics/factsheet/Risk/genetic-testing, updated April 11, 2013, accessed December 5, 2014.

•
National Institute of Neurological Disorders and Stroke at the National Institutes of Health, "Charcot-Marie-Tooth Disease Fact Sheet," http://www.ninds.nih.gov/disorders/charcot_marie_tooth/detail_charcot_marie_tooth.htm, updated June 25, 2014, accessed December 5, 2014.

•
National Library of Medicine at the National Institutes of Health, "Noonan syndrome," http://ghr.nlm.nih.gov/condition/noonan-syndrome, updated March 2011, accessed December 5, 2014.

•
Mayo Clinic, "Sudden death in young people: Heart problems often blamed—Mayo Clinic," http://www. mayoclinic.org/diseases-conditions/sudden-cardiac-arrest/in-depth/sudden-death/art-20047571, updated April 14, 2014, accessed December 5, 2014.

•
University of California, San Francisco, "Long QT syndrome (LQTS)," https://cardiology.ucsf.edu/care/clinical/inhere/arrhythmia/qt.html, accessed December 5, 2014.

As used in this prospectus:

•
references to OMIM refer to Johns Hopkins University, "OMIM Entry Statistics," http://www.omim.org/statistics/entry, updated December 4, 2014, accessed December 5, 2014.

•
references to UnitedHealth Group, Inc. refer to UnitedHealth Group, Inc., "Personalized Medicine: Trends and prospects for the new science of genetic testing and molecular diagnostics," Working Paper 7, March 2012.

•
references to genetests.org refer to GeneTests, "GeneTests-Home," https://www.genetests.org, updated December 5, 2014, accessed December 5, 2014.

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Invitae Corporation

F-1

Table of Contents

Report of independent registered public accounting firm

The Board of Directors and Stockholders
Invitae Corporation

We have audited the accompanying consolidated balance sheets of Invitae Corporation (the Company) as of December 31, 2012 and 2013, and the related consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders' deficit, and cash flows for each of the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Invitae Corporation at December 31, 2012 and 2013, and the consolidated results of its operations and its cash flows for each of the years then ended, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP
Redwood City, California
November 6, 2014

F-2

Table of Contents


Invitae Corporation
Consolidated balance sheets

   
 
   December 31,  
(In thousands, except share and per share amounts)
   2012
   2013
  
   

Assets

              

Current assets:

              

Cash and cash equivalents

   $ 21,801   $ 43,070  

Prepaid expenses and other current assets

     373     736  
       

Total current assets

     22,174     43,806  

Property and equipment, net

     2,730     8,164  

Restricted cash

     60     120  

Other assets

     1,009     1,013  
       

Total assets

   $ 25,973   $ 53,103  
       

Liabilities, convertible preferred stock, and stockholders' deficit

    
 		    
 		  

Current liabilities:

              

Accounts payable

   $ 383   $ 498  

Accrued liabilities

     290     886  

Capital lease obligation, current portion

     458     845  
       

Total current liabilities

     1,131     2,229  

Capital lease obligation, net of current portion

     757     1,156  

Other long-term liabilities

     68     393  

Liabilities related to early exercise of stock options

     21     31  
       

Total liabilities

     1,977     3,809  
       

Commitments and contingencies (Note 5)

    
 		    
 		  

Convertible preferred stock, $0.0001 par value; 46,987,767 and 81,131,537 shares authorized, 46,987,747 and 81,131,524 shares issued and outstanding as of December 31, 2012 and December 31, 2013, respectively; aggregate liquidation value of $37,002 and $87,002 as of December 31,2012 and December 31, 2013, respectively

    
36,755		    
86,574		  

Stockholders' deficit:

              

Common stock, $0.0001 par value; 60,987,767 and 98,131,537 shares authorized, 3,966,715 and 4,396,033 shares issued and outstanding as of December 31, 2012 and December 31, 2013, respectively

     —     —  

Additional paid-in capital

     91     408  

Accumulated deficit

     (12,850 )   (37,688 )
       

Total stockholders' deficit

     (12,759 )   (37,280 )
       

Total liabilities, convertible preferred stock, and stockholders' deficit

   $ 25,973   $ 53,103  
   

   

The accompanying notes are an integral part of these financial statements.

F-3

Table of Contents


Invitae Corporation
Consolidated statements of operations and comprehensive loss

   
 
   Year ended December 31,  
(In thousands, except share and per share amounts)
   2012
   2013
  
   

Revenue

   $ —   $ 148  

Costs and operating expenses:

              

Cost of revenue

     —     667  

Research and development

     5,557     16,039  

Selling and marketing

     —     2,431  

General and administrative

     3,004     5,764  
       

Total costs and operating expenses

     8,561     24,901  
       

Loss from operations

     (8,561 )   (24,753 )

Other income (expense), net

     2     (26 )

Interest expense

     (43 )   (59 )
       

Net loss and comprehensive loss

   $ (8,602 ) $ (24,838 )
       

Net loss attributable to common stockholders

   $ (9,014 ) $ (24,989 )
       

Net loss per share attributable to common stockholders, basic and diluted

   $ (2.36 ) $ (6.02 )
       

Shares used in computing net loss per share attributable to common stockholders, basic and diluted

     3,814,255     4,150,519  
       

Pro forma net loss per share attributable to common stockholders, basic and diluted (unaudited)

         $ (0.41 )
             
​ ​ ​ ​ ​ ​ ​ ​

Shares used in computing pro forma net loss per share attributable to common stockholders, basic and diluted (unaudited)

           60,977,738  
   

   

The accompanying notes are an integral part of these financial statements.

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Table of Contents


Invitae Corporation
Consolidated statements of convertible preferred stock and stockholders' deficit

   
 
   Convertible
preferred stock 		   
    
    
    
    
  
 
   Common stock   Additional
paid-in
capital
    
   Total
stockholders'
deficit
  
(In thousands, except share and per share amounts)
   Accumulated
deficit
  
  Shares
   Amount
   Shares
   Amount
  
   

Balance as of January 1, 2012

     15,874,997   $ 7,362     3,681,884   $ —   $ 9   $ (4,248 ) $ (4,239 )

Issuance of Series C convertible preferred stock for cash and the conversion of convertible notes at $0.95 per share, net of issuance costs of $164

     31,112,750     29,393     —     —     —     —     —  

Common stock issued on exercise of stock options

     —     —     125,193     —     8     —     8  

Vesting of common stock related to early exercise of options

     —     —     159,638     —     9     —     9  

Stock-based compensation expense

     —     —     —     —     65     —     65  

Net loss

     —     —     —     —     —     (8,602 )   (8,602 )
       

Balance as of December 31, 2012

     46,987,747     36,755     3,966,715     —     91     (12,850 )   (12,759 )

Issuance of Series D convertible preferred stock for cash at $1.25 per share, net of issuance costs of $67

     8,000,000     9,933     —     —     —     —     —  

Issuance of Series E convertible preferred stock for cash at $1.53 per share, net of issuance costs of $114

     26,143,777     39,886     —     —     —     —     —  

Common stock issued on exercise of stock options

     —     —     190,000     —     39     —     39  

Vesting of common stock related to early exercise of options

     —     —     239,318     —     18     —     18  

Stock-based compensation expense

     —     —     —     —     260     —     260  

Net loss

     —     —     —     —     —     (24,838 )   (24,838 )
       

Balance as of December 31, 2013

     81,131,524   $ 86,574     4,396,033   $ —   $ 408   $ (37,688 ) $ (37,280 )
   

   

The accompanying notes are an integral part of these financial statements.

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Invitae Corporation
Consolidated statements of cash flows

   
 
   Year ended December 31,  
(In thousands)
   2012
   2013
  
   

Cash flows from operating activities

              

Net loss

   $ (8,602 ) $ (24,838 )

Adjustments to reconcile net loss to net cash used in operating activities:

              

Depreciation and amortization

     277     928  

Stock-based compensation

     65     260  

Changes in operating assets and liabilities:

              

Prepaid expenses and other current assets

     (303 )   (363 )

Other assets

     (992 )   (4 )

Accounts payable

     174     220  

Accrued expenses and other liabilities

     227     767  
       

Net cash used in operating activities

     (9,154 )   (23,030 )
       

Cash flows from investing activities

    
 		    
 		  

Purchases of property and equipment

     (766 )   (4,520 )

Change in restricted cash

     (60 )   (60 )
       

Net cash used in investing activities

     (826 )   (4,580 )
       

Cash flows from financing activities

    
 		    
 		  

Capital lease principal payment

     (609 )   (1,007 )

Proceeds from issuance of convertible notes

     2,000     —  

Proceeds from issuance of common stock upon exercise of stock options

     18     67  

Proceeds from issuance of convertible preferred stock, net of issuance costs

     27,393     49,819  
       

Net cash provided by financing activities

     28,802     48,879  
       

Net increase in cash and cash equivalents

     18,822     21,269  

Cash and cash equivalents at beginning of period

     2,979     21,801  
       

Cash and cash equivalents at end of period

   $ 21,801   $ 43,070  
       

Supplemental cash flow information:

    
 		    
 		  

Interest paid

   $ 29   $ 56  
       

Supplemental cash flow information of non-cash investing and financing activities:

    
 		    
 		  

Equipment acquired through capital leases

   $ 1,539   $ 1,793  
       

Conversion of convertible notes and accrued interest into Series C convertible preferred stock

   $ 2,018     —  

Purchase of property and equipment in accounts payable and accrued liabilities. 

   $ 64   $ 49  
   

   

The accompanying notes are an integral part of these financial statements.

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Invitae Corporation
Notes to consolidated financial statements

1.     Organization and description of business

Invitae Corporation (the "Company") was incorporated in the state of Delaware on January 13, 2010, as Locus Development, Inc. and changed its name to Invitae Corporation in 2012. The Company utilizes an integrated portfolio of laboratory processes, software tools and informatics capabilities to process DNA-containing samples, analyze information about patient-specific genetic variation and generate test reports for physicians and their patients. The Company has two laboratories: one in San Francisco, California and a second in Santiago, Chile. The Company's first product is an assay of 216 genes that can be used for multiple indications. The test includes multiple genes associated with hereditary cancer, neurological disorders, cardiovascular disorders and other hereditary conditions. The Company operates in one segment.

Need for additional capital

The Company has incurred net losses from operations since inception and has an accumulated deficit of $37.7 million as of December 31, 2013. The Company expects to incur additional losses and negative operating cash flows and, as a result, it will require additional capital to fund its operations and execute its business plan. Management plans to finance its operations in the future with additional equity financing arrangements. In August and October 2014, the Company issued an aggregate of 60,000,000 shares of Series F convertible preferred stock for $120.0 million in gross proceeds (see Note 12). Management believes that its cash and cash equivalents, including the proceeds from the sale of the Company's Series F convertible preferred stock, will provide sufficient funds to enable the Company to meet its operating plan for at least the next 12 months. However, if the Company's anticipated operating results are not achieved in future periods, management believes that planned expenditures may need to be reduced in order to extend the time period over which the then-available resources would be able to fund the Company's operations.

2.     Summary of significant accounting policies

Principles of consolidation

The Company's consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company believes judgment is involved in determining revenue recognition; the recoverability of long-lived assets; the fair value of the Company's common stock; stock-based compensation expense; and income tax uncertainties. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ materially from those estimates and assumptions.

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Invitae Corporation
Notes to consolidated financial statements (Continued)

Concentrations of credit risk and other risks and uncertainties

Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. The Company's cash and cash equivalents are held by financial institutions in the United States and Chile. Such deposits may exceed federally insured limits.

As of December 31, 2013, substantially all of the Company's revenue has been derived from sales of its assay of 216 genes. Teva Pharmaceuticals Industries Ltd. accounted for 44% of the Company's revenue for the year ended December 31, 2013. For the year ended December 31, 2013, no other customer represented over 10% of total revenue.

Cash equivalents

The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. Cash equivalents consist primarily of amounts invested in money market accounts.

Restricted cash

Restricted cash consists of a money market account that serves as collateral for a credit card agreement at one of the Company's financial institutions.

Property and equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally between three and seven years. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the asset or the term of the lease. Amortization expense of assets acquired through capital leases is included in depreciation and amortization expense in the consolidated statements of operations and comprehensive loss. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheet and any resulting gain or loss is reflected in the statements of operations and comprehensive loss in the period realized.

The useful lives of the property and equipment are as follows:

 

Furniture and fixtures

   7 years

Automobiles

   7 years

Laboratory equipment

   5 years

Computer equipment

   3 years

Software

   3 years

Leasehold improvements

   Shorter of lease term or estimated useful life
 

Internal-use software

The Company capitalizes third-party costs incurred in the application development stage to design and implement the software used in its tests and Invitae Family History Tool mobile application. Costs incurred in the application development stage of the software and mobile application are capitalized and will be amortized over an estimated useful life of three years on a straight line basis.

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Table of Contents


Invitae Corporation
Notes to consolidated financial statements (Continued)

During the years ended December 31, 2012 and 2013, the Company capitalized $0 and $250,000, respectively, of software development costs. The $250,000 was recorded in property and equipment as construction-in-progress as of December 31, 2013 as it had not been completed and placed into service.

Long-lived assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment loss is recognized when the total estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, would be assessed using discounted cash flows or other appropriate measures of fair value. The Company has not recorded an impairment of any long-lived assets as of December 31, 2013.

Fair value of financial instruments

Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).

Revenue recognition

Revenue is generated from the sale of tests that provide analysis and associated interpretation of the sequencing of parts of the genome. Revenue associated with subsequent re-requisition services was de minimis for 2013.

Revenue is recognized when persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the fee is fixed or determinable; and collectability is reasonably assured. The criterion for whether the fee is fixed or determinable and whether collectability is reasonably assured are based on management's judgments. When evaluating collectability, in situations where contracted reimbursement coverage does not exist, the Company considers whether the Company has sufficient history to reliably estimate a payer's individual payment patterns. The Company reviews the number of tests paid against the number of tests billed and the payer's outstanding balance for unpaid tests to determine whether payments are being made at a consistently high percentage of tests billed and at appropriate amounts given the amount billed. The Company has not been able to demonstrate a predictable pattern of collectability, and therefore recognizes revenue when payment is received.

Cost of revenue

Cost of revenue reflects the aggregate costs incurred in delivering the genetic testing results to physicians and includes expenses for personnel costs including stock-based compensation, materials and supplies, equipment and infrastructure expenses associated with testing and allocated overhead including rent, equipment depreciation and utilities. Costs associated with performing the Company's test are recorded as the test is processed regardless of whether and when revenue is recognized with respect to that test.

Research and development

Research and development costs are charged to operations as incurred. Research and development costs include, but are not limited to, payroll and personnel-related expenses, stock-based compensation expense, reagents and laboratory supplies, consulting costs, and allocated overhead including rent, information technology, equipment depreciation and utilities.

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Table of Contents


Invitae Corporation
Notes to consolidated financial statements (Continued)

Income taxes

The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.

Stock-based compensation

The Company measures its stock-based payment awards made to employees and directors based on the estimated fair values of the awards and recognizes the compensation expense over the requisite service period. The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock-based awards. Stock-based compensation expense is recognized using the straight-line method. Stock-based compensation expense is based on the value of the portion of stock-based payment awards that is ultimately expected to vest. As such, the Company's stock-based compensation is reduced for the estimated forfeitures at the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

The Company accounts for compensation expense related to stock options granted to non-employees based on the fair values estimated using the Black-Scholes model. Stock options granted to non-employees are remeasured at each reporting date until the award is vested.

Foreign currency transactions

The Company uses the U.S. dollar as its functional currency for its subsidiary in Chile. Foreign currency assets and liabilities are remeasured into U.S. dollars using the end of period exchange rates except for nonmonetary assets and liabilities, which are remeasured using historical exchange rates. Expenses are remeasured using an average exchange rate for the respective period. Gains or losses from foreign currency transactions are included in other income on the consolidated statements of operations and comprehensive loss. Foreign currency transaction gains and losses have not been significant to the consolidated financial statements for all periods presented.

Comprehensive loss

Comprehensive loss is composed of two components: net loss and other comprehensive loss. Other comprehensive loss refers to gains and losses that under U.S. GAAP are recorded as an element of stockholders' deficit, but are excluded from net loss. The Company did not record any transactions within other comprehensive loss in the periods presented and, therefore, net loss and comprehensive loss were the same for all periods presented.

Net loss per share attributable to common stockholders

Basic net loss per share attributable to common stockholders is calculated by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method. Potentially dilutive securities consisting of convertible preferred stock and options to purchase common stock are considered to be common stock equivalents and were excluded from the

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Invitae Corporation
Notes to consolidated financial statements (Continued)

calculation of diluted net loss per share attributable to common stockholders because their effect would be antidilutive for all periods presented. Common shares subject to repurchase are excluded from the weighted-average shares. For the year ended December 31, 2012 and 2013, 350,228 and 326,465 shares subject to repurchase, respectively, are excluded from basic loss per share calculation.

Unaudited pro forma net loss per share attributable to common stockholders

In contemplation of an initial public offering, the Company has presented the unaudited pro forma basic and diluted net loss per share attributable to common stockholders which has been computed to give effect to the conversion of its convertible preferred stock into common stock.

Recent accounting pronouncements

On May 28, 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard will become effective for the Company on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation ("ASU 2014-10"). ASU 2014-10 simplifies the accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments related to the elimination of the inception-to-date information and other disclosure requirements of Topic 915 should be applied retrospectively, and are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. The Company early adopted this guidance as of January 1, 2012, and accordingly, there is no inception-to-date information presented in these consolidated financial statements.

F-11

Table of Contents


Invitae Corporation
Notes to consolidated financial statements (Continued)

3.     Balance sheet components

Property and equipment, net

Property and equipment consisted of the following (in thousands):

   
 
   December 31,  
 
   2012
   2013
  
   

Leasehold improvements

   $ 248   $ 1,527  

Laboratory equipment

     789     3,567  

Equipment under capital lease

     1,942     3,735  

Computer equipment

     —     120  

Software

     —     18  

Furniture and fixtures

     —     21  

Automobiles

     —     16  

Construction-in-process

     73     410  
       

Total property and equipment, gross

     3,052     9,414  

Accumulated depreciation and amortization

     (322 )   (1,250 )
       

Total property and equipment, net

   $ 2,730   $ 8,164  
   

Depreciation and amortization expense was $277,000 and $928,000 for the years ended December 31, 2012 and 2013, respectively.

Accrued liabilities

Accrued liabilities consisted of the following (in thousands):

   
 
   Year ended December 31,  
 
   2012
   2013
  
   

Accrued compensation and related expenses

   $ 139   $ 279  

Accrued professional services

     114     201  

Accrued costs for construction-in-process

     —     168  

Other

     37     238  
       

Total accrued liabilities

   $ 290   $ 886  
   

4.    Fair value measurements

Financial assets and liabilities are recorded at fair value. The carrying amounts of certain of the Company's financial instruments, including cash equivalents, and accounts payable, are valued at cost, which approximates fair value due to their short maturities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The authoritative guidance establishes a three-level valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based upon whether such inputs are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions made by the reporting entity.

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Table of Contents


Invitae Corporation
Notes to consolidated financial statements (Continued)

The three-level hierarchy for the inputs to valuation techniques is briefly summarized as follows:

    Level 1—Observable inputs such as quoted prices (unadjusted) for identical instruments in active markets.

    Level 2—Observable inputs such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, or model-derived valuations whose significant inputs are observable.

    Level 3—Unobservable inputs that reflect the reporting entity's own assumptions.

The Company's financial instruments consist only of Level 1 assets, which are highly liquid money market funds. At December 31, 2012 and 2013, the Company had $21.4 million and $33.2 million in money market funds that are included in cash and cash equivalents on the consolidated balance sheets.

5.     Commitments and contingencies

Convertible Notes

The Company entered into a Note Purchase Agreement dated May 22, 2012, as amended June 27, 2012 and July 26, 2012 with investors and issued notes in the aggregate principal amount of $2.0 million. The convertible notes had a maturity date of November 1, 2012 and an annual interest rate of 8.0%. In August 2012, the outstanding principal $2.0 million and accrued interest of $18,000 were converted into Series C convertible preferred stock at the price paid by other purchasers for the Series C convertible preferred stock.

Operating leases

The Company entered into a lease agreement beginning September 1, 2011, for its headquarters and laboratory facilities in San Francisco, California. The lease term is for 60 months. The Company also entered into a lease agreement beginning November 1, 2012, for office space in Palo Alto, California. The lease term for this facility is for 84 months and provides tenant improvement allowances of up to $334,000. The Company provided a security deposit of $993,000 as collateral for the lease which is included in other assets in the Company's balance sheet. On May 1, 2013, the Company entered into a lease agreement for lab space in Santiago, Chile with a lease term of two years with an automatic two-year renewal option. On December 15, 2013, the Company entered into an additional lease for office space and laboratory facilities in San Francisco, California. The lease term is for 38 months. The master lease agreements include scheduled rent increases over the terms of the leases. Rent increases, including the impact of a rent holiday and a leasehold improvement allowance from the landlord, were recognized as deferred rent and are amortized on a straight-line basis over the term of the original lease.

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Invitae Corporation
Notes to consolidated financial statements (Continued)

Future minimum lease payments under non-cancellable operating leases as of December 31, 2013 are as follows (in thousands):

   
Year ending December 31,
   Amounts
  
   

2014

   $ 1,568  

2015

     1,796  

2016

     1,798  

2017

     920  

2018

     770  

Thereafter

     991  
       

Total minimum lease payments

   $ 7,843  
   

Rent expense was $177,000 and $807,000 and for the years ended December 31, 2012 and 2013, respectively.

Capital leases

The Company has entered into various capital lease agreements to obtain lab equipment. The original term of the capital leases is typically three years with interest rates ranging from 3.5%—18.9%. The leases are secured by the underlying equipment. The portion of the future payments designated as principal repayment was classified as a capital lease obligation on the consolidated balance sheets. Future payments under the capital lease as of December 31, 2013 are as follows (in thousands):

   
Year ending December 31,
   Amounts
  
   

2014

   $ 906  

2015

     797  

2016

     370  

2017

     29  
       

Total capital lease obligation

     2,102  

Less: amount representing interest

     (101 )
       

Present value of net minimum capital lease payments

     2,001  

Less: current portion

     (845 )
       

Total noncurrent capital lease obligation

   $ 1,156  
   

Interest expense related to capital leases was $25,000 and $59,000 and for the years ended December 31, 2012 and 2013, respectively.

Property and equipment under capital leases amounted to $1.9 million and $3.7 million as of December 31, 2012 and 2013, respectively. Accumulated depreciation and amortization, collectively, on these assets was $170,000 and $625,000, respectively.

Guarantees and indemnifications

As permitted under Delaware law and in accordance with the Company's bylaws, the Company indemnifies its officers and directors for certain events or occurrences while the officer or director is or was serving in

F-14

Table of Contents


Invitae Corporation
Notes to consolidated financial statements (Continued)

such capacity. The maximum amount of potential future indemnification is unlimited; however, the Company currently holds director and officer liability insurance. This insurance allows the transfer of the risk associated with the Company's exposure and may enable it to recover a portion of any future amounts paid. The Company believes the fair value of these indemnification agreements is minimal. Accordingly, the Company has not recorded any liabilities associated with these indemnification agreements as of December 31, 2012 or 2013.

Contingencies

On November 25, 2013, the University of Utah Research Foundation, the Trustees of the University of Pennsylvania, HSC Research and Development Limited Partnership, Endorecherche, Inc. and Myriad Genetics, Inc. (collectively, the Myriad Plaintiffs) filed a complaint in the District of Utah (the Utah Action), alleging that certain of the Company's genetic testing services infringe certain claims of various U.S. Patents (collectively, the Myriad Patents). On November 26, 2013, the Company filed a complaint for declaratory judgment in the Northern District of California (the California Action), asserting that the Myriad Patents are invalid and the Company does not infringe them, and the Myriad Plaintiffs have counterclaimed alleging that the Company infringes the Myriad Patents. Although the Utah Action has been dismissed, on February 19, 2014, the Joint Panel on Multidistrict Litigation granted the Myriad Plaintiffs' motion to consolidate for pre-trial proceedings all actions concerning the Myriad Patents (the MDL Proceedings), with the MDL Proceedings taking place in the District of Utah. Upon the conclusion of the MDL Proceedings, any remaining aspects of the California Action would be transferred back to the Northern District of California for further proceedings, if needed. The Company intends to continue to pursue this matter and defend itself vigorously. Because of the uncertainties related to the legal proceedings, the Company is not able to predict or estimate any range of reasonably possible loss related to the Myriad matters. Accordingly, the Company has not accrued for contingent liabilities associated with the legal matters described above. In the event of a successful claim of infringement or misappropriation against the Company, it may be required to pay damages and obtain one or more licenses from third parties, or be prohibited from commercializing certain tests, all of which could have a material adverse impact on the Company's cash position and business and financial condition.

The Company may become party to various other claims and complaints arising in the ordinary course of business. Management does not believe that any ultimate liability resulting from any of these claims will have a material adverse effect on its results of operations, financial condition, or liquidity. However, management cannot give any assurance regarding the ultimate outcome of these claims, and their resolution could be material to operating results for any particular period, depending upon the level of income for the period.

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Table of Contents


Invitae Corporation
Notes to consolidated financial statements (Continued)

6.     Convertible preferred stock

Convertible preferred stock as of December 31, 2012 and 2013 consists of the following (in thousands, except share and per share data):

   
 
   Shares
authorized
   Original
issue price
   Shares
issued and
outstanding
   Aggregate
liquidation
amount
   Proceeds,
net of
issuance
costs
  
   

Series A

     11,693,179   $ 0.44     11,693,179   $ 5,145   $ 5,109  

Series B

     4,181,818     0.55     4,181,818     2,300     2,253  

Series C

     31,112,770     0.95     31,112,750     29,557     29,393  
                 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Balance at December 31, 2012

     46,987,767           46,987,747   $ 37,002   $ 36,755  
                 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Series A

    
11,693,179		  
$
0.44		    
11,693,179		  
$
5,145		  
$
5,109		  

Series B

     4,181,818     0.55     4,181,818     2,300     2,253  

Series C

     31,112,750     0.95     31,112,750     29,557     29,393  

Series D

     8,000,000     1.25     8,000,000     10,000     9,933  

Series E

     26,143,790     1.53     26,143,777     40,000     39,886  
                 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Balance at December 31, 2013

     81,131,537           81,131,524   $ 87,002   $ 86,574  
   

The rights, preferences and privileges of the Series A, Series B, Series C, Series D and Series E convertible preferred stock are as follows:

Dividends

The holders of the outstanding shares of Series B, Series C, Series D and Series E convertible preferred stock are entitled to receive, when and if declared by the Board of Directors, a non-cumulative cash dividend at the rate of $0.044, $0.076, $0.10 and $0.1224 per share per annum, respectively. Such dividends are payable in preference to any dividends on common stock declared by the Board of Directors. The holders of the outstanding shares of Series A convertible preferred stock are entitled to receive, when and if declared by the Board of Directors, the amount of any dividend paid on any other shares of capital stock (including shares of Series B, Series C, Series D and Series E convertible preferred stock). Such dividends are payable in preference to any dividends on common stock and pari passu with any dividends on Series B, Series C, Series D and Series E convertible preferred stock, except that an amount equal on average to $0.0895 per share of Series A convertible preferred stock would, if a dividend is declared by the Board of Directors, be payable in preference to any dividends on Series B, Series C, Series D and Series E convertible preferred stock. No dividends have been declared to date.

Conversion rights

Each share of Series A, Series B, Series C, Series D and Series E convertible preferred stock is, at the option of the holder, convertible into the number of fully paid and non-assessable shares of common stock as determined by dividing the original issue price applicable to such convertible preferred stock by the conversion price in effect at that time. The conversion price for each series of convertible preferred stock shall initially be the original issue price of such series of preferred stock and shall be adjusted in

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Invitae Corporation
Notes to consolidated financial statements (Continued)

accordance with conversion provisions contained in the Company's Amended and Restated Certificate of Incorporation. All series of convertible preferred stock are currently convertible into common stock on a 1-for-1 basis.

Each share of convertible preferred stock will be automatically converted into shares of common stock based on the then effective conversion price (i) upon the affirmative election of the holders of at least a majority of the outstanding shares of the convertible preferred stock or (ii) immediately upon the closing of a firmly underwritten public offering filed under the Securities Act of 1933, as amended, covering the offer and sale of common stock for the account of the Company at a price of at least $3.00 per share (subject to adjustment in the event of any stock split) and in which the gross proceeds to the Company are at least $30.0 million.

Voting rights

Each holder is entitled to the number of votes equal to the number of shares of common stock into which the shares of preferred stock could be converted.

Liquidation rights

Upon liquidation, dissolution, or winding up of the Company, the holders of the convertible preferred stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of shares of common stock, an amount equal to the per share issue price of such series of preferred stock ($0.44 per share for Series A convertible preferred stock, $0.55 per share for Series B convertible preferred stock, $0.95 per share for Series C convertible preferred stock, $1.25 per share for Series D convertible preferred stock, and $1.53 per share for Series E convertible preferred stock), plus all declared and unpaid dividends on such shares and, in the instance of Series A convertible preferred stock, an additional amount equal on average to $0.0895 per share (the "liquidation preference"). If available assets are insufficient to pay the full liquidation preference, the available assets will be distributed among the holders of the convertible preferred stock, on a pari passu and pro rata basis. After the payment of the liquidation preference, all remaining assets available for distribution will be distributed ratably among the holders of the common stock.

Other

The convertible preferred stock is recorded at fair value on the dates of issuance, net of issuance costs. The Company classifies the convertible preferred stock outside of stockholders' equity because the shares contain liquidation features that are not solely within its control. During the years ended December 31, 2012 and 2013, the Company did not adjust the carrying values of the convertible preferred stock to the deemed redemption values of such shares since a liquidation event was not probable. Subsequent adjustments to increase the carrying values to the ultimate redemption values will be made only when it becomes probable that such a liquidation event will occur.

7.     Stockholders' deficit

Common stock

The holders of each share of common stock have one vote for each share of stock. The common stockholders are also entitled to receive dividends whenever funds and assets are legally available and

F-17

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Invitae Corporation
Notes to consolidated financial statements (Continued)

when declared by the Board of Directors, subject to the prior rights of holders of all series of convertible preferred stock outstanding.

As of December 31, 2012 and 2013, the Company had reserved shares of common stock, on an as-if converted basis, for issuance as follows:

   
 
   As of December 31,  
 
   2012
   2013
  
   

Conversion of Series A convertible preferred stock

     11,693,179     11,693,179  

Conversion of Series B convertible preferred stock

     4,181,818     4,181,818  

Conversion of Series C convertible preferred stock

     31,112,750     31,112,750  

Conversion of Series D convertible preferred stock

     —     8,000,000  

Conversion of Series E convertible preferred stock

     —     26,143,777  

Options issued and outstanding

     4,517,934     7,038,380  

Options available for grant under stock option plan

     4,810,957     5,239,124  
       

Total

     56,316,638     93,409,028  
   

8.     Stock incentive plan

2010 Stock incentive plan

In 2010, the Company adopted the 2010 Incentive Plan (the "Plan"). The Plan provides for the granting of stock-based awards to employees, directors, and consultants under terms and provisions established by the Board of Directors. Under the terms of the Plan, options may be granted at an exercise price not less than fair market value. For employees holding more than 10% of the voting rights of all classes of stock, the exercise prices for incentive and nonstatutory stock options must be at least 110% of fair market of the common stock on the grant date, as determined by the Board of Directors. The terms of options granted under the Plan may not exceed ten years.

Options granted generally vest over a period of four years. Typically, the vesting schedule for options granted to newly hired employees provides that 1/4 of the grant vests upon the first anniversary of the employee's date of hire, with the remainder of the shares vesting monthly thereafter at a rate of 1/48 of the total shares subject to the option. All other options typically vest in equal monthly installments over the four-year vesting schedule.

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Invitae Corporation
Notes to consolidated financial statements (Continued)

Activity under the Plan is set forth below (in thousands, except share and per share amounts and years):

   
 
   Shares
available
for grant
   Stock
options
outstanding
   Weighted-
average
exercise
price
   Weighted-average
remaining
contractual life
(years)
   Aggregate
intrinsic value
  
   

Balances at January 1, 2012

     1,983,135   355,657   $ 0.05   9.07   $ 3  

Additional options authorized

     7,236,364         —            

Granted

     (4,726,121 ) 4,726,121     0.16            

Cancelled

     317,579   (317,579)     0.07            

Exercised

     —   (246,265)     0.06            
                       
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Balances at December 31, 2012

     4,810,957   4,517,934     0.17   9.61   $ 196  

Additional options authorized

     3,354,167   —     —            

Granted

     (3,037,000 ) 3,037,000     0.40            

Cancelled

     111,000   (111,000)     0.27            

Exercised

     —   (405,554)     0.32            
                       
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Balances at December 31, 2013

     5,239,124   7,038,380   $ 0.26   9.00   $ 2,155  
                       
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Options exercisable at December 31, 2013

         1,779,113   $ 0.15   8.47   $ 744  
                             
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Options vested and expected to vest at December 31, 2013

         6,847,477   $ 0.26   8.99   $ 2,107  
   

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the fair value of the Company's common stock for stock options that were in-the-money.

The weighted-average fair value of options to purchase common stock granted was $0.12 and $0.30 per share in the years ended December 31, 2012 and 2013, respectively.

The fair value of options to purchase common stock vested was $34,000 and $204,000 in the years ended December 31, 2012 and 2013.

The intrinsic value of options to purchase common stock exercised was $0 and $60,000 in the years ended December 31, 2012 and 2013, respectively.

Early exercise of stock options

The Plan allows for the granting of options that may be exercised before the options have vested. Shares issued as a result of early exercise that have not vested are subject to repurchase by the Company upon termination of the purchaser's employment or services, at the price paid by the purchaser, and are not deemed to be issued for accounting purposes until those related shares vest. The amounts received in exchange for these shares have been recorded as a liability on the accompanying balance sheets and will be reclassified into common stock and additional paid-in-capital as the shares vest. The Company's right to repurchase these shares generally lapses 1/4 after a one-year cliff then at a monthly rate of 1/48 thereafter.

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Invitae Corporation
Notes to consolidated financial statements (Continued)

At December 31, 2012 and 2013, there were 350,228 and 326,465 shares of common stock outstanding, respectively, subject to the Company's right of repurchase at prices ranging from $0.05 to $0.21 per share. At December 31, 2012 and 2013, the Company recorded $21,000 and $31,000, respectively, as liabilities associated with shares issued with repurchase rights.

Stock-based compensation

The Company uses the grant date fair value of its common stock to value both employee and non-employee options when granted. The Company revalues non-employee options each reporting period using the fair market value of the Company's common stock as of the last day of each reporting period.

In determining the fair value of the stock-based awards, the Company uses the Black-Scholes option-pricing model and assumptions discussed below. Each of these inputs is subjective and its determination generally requires significant judgment.

Expected term—The expected term represents the period that the Company's stock-based awards are expected to be outstanding and is determined using the simplified method (based on the midpoint between the vesting date and the end of the contractual term).

Expected volatility—Because the Company is privately held and does not have any trading history for its common stock, the expected volatility was estimated based on the average volatility for comparable publicly traded biopharmaceutical companies over a period equal to the expected term of the stock option grants. When selecting comparable publicly traded companies in a similar industry on which it has based its expected stock price volatility, the Company selected companies with comparable characteristics to it, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards. The historical volatility data was computed using the daily closing prices for the selected companies' common stock during the equivalent period of the calculated expected term of the stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available.

Risk-free interest rate—The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of the option.

Dividend yield—The Company has never paid dividends on its common stock and has no plans to pay dividends on its common stock. Therefore, the Company used an expected dividend yield of zero.

The fair value of share-based payments for option granted to employees and directors was estimated on the date of grant using the Black-Scholes option-pricing valuation model based on the following assumptions:

   
 
   Year ended December 31,  
 
   2012
   2013
  
   

Expected term (in years)

     6.02     6.03  

Expected volatility

     88.63–89.18%     88.54–94.52%  

Risk-free interest rate

     0.82–1.28%     0.99–1.97%  

Dividend yield

     —     —  
   

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Invitae Corporation
Notes to consolidated financial statements (Continued)

Stock-based compensation related to stock options granted to non-employees is recognized as the stock options are earned. The fair value of the stock options granted is calculated at each reporting date using the Black-Scholes option pricing model with the following assumptions: expected life is equal to the remaining contractual term of the award as of the measurement date ranging from 8.19 years to 10.00 years as of December 31, 2012, and 9.25 years to 9.60 years as of December 31, 2013, respectively; risk free rate is based on the U.S. Treasury Constant Maturity rate with a term similar to the expected life of the option at the measurement date; expected dividend yield of 0%; and volatilities ranging from 88.54% to 89.01% as of December 31, 2012, and 88.54% as of December 31, 2013, respectively.

The following table summarizes stock-based compensation expense related to stock options for the years ended December 31, 2012 and 2013 included in the statements of operations and comprehensive loss as follows (in thousands):

   
 
   Year ended December 31,  
 
   2012
   2013
  
   

Cost of revenue

   $ —   $ 11  

Research and development

     46     165  

Selling and marketing

     —     42  

General and administrative

     19     42  
       

Total stock-based compensation expense

   $ 65   $ 260  
   

If all of the remaining non-vested and outstanding stock option awards that have been granted vested, the Company would recognize approximately $1.2 million in compensation expense over a weighted-average remaining period of 3.25 years.

9.     Income taxes

The Company did not record a provision or benefit for income taxes during the years ended December 31, 2012 and 2013. The components of loss before income taxes by U.S. and foreign jurisdictions are as follows (in thousands):

   
 
   Year ended December 31,  
 
   2012
   2013
  
   

United States

   $ 8,602   $ 23,522  

Foreign

     —     1,316  
       

Total

   $ 8,602   $ 24,838  
   

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Invitae Corporation
Notes to consolidated financial statements (Continued)

The following table presents a reconciliation of the tax expense computed at the statutory federal rate and the Company's tax expense for the periods presented:

   
 
   Year ended December 31,  
 
   2012
   2013
  
   

U.S. federal taxes at statutory rate

     34.0%     34.0%  

State taxes (net of federal benefit)

     5.8     0.9  

Non-deductible expenses

     (0.6 )   (0.4 )

Foreign tax differential

     —     (1.8 )

Change in valuation allowance

     (39.2 )   (32.7 )
       

Total

     0.0%     0.0%  
   

The tax effects of temporary differences and carryforwards that give rise to significant portions of the deferred tax assets are as follows (in thousands):

   
 
   As of December 31,  
 
   2012
   2013
  
   

Deferred tax assets:

              

Net operating loss carryforwards

   $ 5,084   $ 13,624  

Tax credits

     31     31  

Accruals and other

     40     115  
       

Gross deferred tax assets

     5,155     13,770  

Valuation allowance

     (4,991 )   (13,413 )
       

Net deferred tax assets

     164     357  

Deferred tax liabilities:

              

Property and equipment

   $ (164 ) $ (357 )
       

Total deferred tax liabilities

     (164 )   (357 )
       

Net deferred tax assets

   $ —   $ —  
   

The Company has established a full valuation allowance against its deferred tax assets due to the uncertainty surrounding realization of such assets. The valuation allowance increased by $3.4 million and $8.4 million during the years ended December 31, 2012 and 2013, respectively.

As of December 31, 2013, the Company had net operating loss carryforwards of approximately $36.6 million and $16.8 million available to reduce future taxable income, if any, for Federal and California state income tax purposes, respectively. None of these amounts represents federal and state tax deductions from stock based compensation which will be recorded as an adjustment to additional paid-in capital when they reduce taxes payable. The U.S. federal and California state net operating loss carryforwards will begin to expire in 2030.

As of December 31, 2013, the Company had net operating loss carryforwards for foreign income tax purposes of $1.3 million which have no expiration date.

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Invitae Corporation
Notes to consolidated financial statements (Continued)

As of December 31, 2013, the Company had research and development credit carryforwards of approximately $1.2 million and $1.1 million available to reduce its future tax liability, if any, for Federal and California state income tax purposes, respectively. The Federal credit carryforwards begin to expire in 2030. California credit carryforwards have no expiration date. As of December 31, 2013, the Company has other tax credits of $45,000 that have no expiration period for the majority of the credits.

Utilization of the net operating loss carryforwards and credits may be subject to an annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. No Section 382 study has been completed as of December 31, 2013.

As of December 31, 2013, the Company had unrecognized tax benefits of $2.1 million, none of which would currently affect the Company's effective tax rate if recognized due to the Company's deferred tax assets being fully offset by a valuation allowance. The Company has not accrued interest and penalties related to the unrecognized tax benefits reflected in the financial statements for the year ended December 31, 2013. Unrecognized tax benefits are not expected to change in the next 12 months.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):

   
 
   Year ended December 31,  
 
   2012
   2013
  
   

Unrecognized tax benefits, beginning of period

   $ 152   $ 618  

Gross increases—current period tax positions

     466     1,482  
       

Unrecognized tax benefits, end of period

   $ 618   $ 2,100  
   

The Company's policy is to include penalties and interest expense related to income taxes as a component of tax expense. There was no interest expense or penalties related to unrecognized tax benefits recorded through December 31, 2013.

The Company's major tax jurisdictions are the United States and California. All of the Company's tax years will remain open for examination by the Federal and state tax authorities for three and four years, respectively, from the date of utilization of the net operating loss or research and development credit. The Company does not have any tax audits pending.

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Invitae Corporation
Notes to consolidated financial statements (Continued)

10.   Net loss per share attributable to common stockholders

The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2012 and 2013 (in thousands, except share and per share amounts):

   
 
   Year ended December 31,  
 
   2012
   2013
  
   

Net loss

   $ (8,602 ) $ (24,838 )

Less: dividends on convertible preferred stock

     (412 )   (151 )
       

Net loss attributable to common stockholders

   $ (9,014 ) $ (24,989 )
       

Shares used in computing net loss per share attributable to common stockholders, basic and diluted

     3,814,255     4,150,519  
       

Net loss per share attributable to common stockholders, basic and diluted

   $ (2.36 ) $ (6.02 )
   

The following outstanding shares of common stock equivalents have been excluded from diluted net loss per share attributable to common stockholders for the years ended December 31, 2012 and 2013 because their inclusion would be anti-dilutive:

   
 
   Year ended December 31,  
 
   2012
   2013
  
   

Shares of common stock subject to outstanding options

     4,517,934     7,038,380  

Shares of common stock subject to conversion from preferred stock

     46,987,747     81,131,524  

Shares of common stock subject to unvested early exercise of outstanding options subject to repurchase

     350,228     326,465  
       

Total shares of common stock equivalents

     51,855,909     88,496,369  
   

The following table sets forth the computation of the Company's unaudited pro forma basic and diluted net loss per share attributable to common stockholders after giving effect to the conversion of all outstanding shares of convertible preferred stock using the as-if converted method into common stock as though the

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Invitae Corporation
Notes to consolidated financial statements (Continued)

conversion had occurred at the beginning of the year ended December 31, 2013 (in thousands, except share and per share amounts):

   
 
   Year ended
December 31,
2013
  
   
 
   (Unaudited)
  

Net loss

   $ (24,838 )
       

Shares used in computing net loss per share attributable to common stockholders, basic and diluted

     4,150,519  

Pro forma adjustments to reflect assumed conversion of convertible preferred stock

     56,827,218  
       

Shares used in computing pro forma net loss per share attributable to common stockholders, basic and diluted

     60,977,738  
       

Pro forma net loss per share attributable to common stockholders, basic and diluted

   $ (0.41 )
   

11.   Geographic information

Revenue by country is determined based on the billing address of the customer. The following presents revenue by country for December 31, 2013 (in thousands):

   

United States

   $ 62  

Israel

     65  

Rest of world

     21  
       

Revenue

   $ 148  
   

Long-lived assets (net) by location are summarized as follows (in thousands):

   
 
   December 31,  
 
   2012
   2013
  
   

United States

   $ 2,730   $ 5,934  

Chile

     —     2,230  
       

Total long-lived assets, net

   $ 2,730   $ 8,164  
   

12.   Subsequent events

Series F convertible preferred stock

In August 2014, the Company issued 24,500,000 shares of Series F convertible preferred stock at a price of $2.00 per share for aggregate gross proceeds of $49.0 million.

In October 2014, the Company issued 35,500,000 shares of Series F convertible preferred stock at a price of $2.00 per share for aggregate gross proceeds of $71.0 million.

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Invitae Corporation
Condensed consolidated balance sheets

   
(In thousands, except share and per share amounts)
   December 31,
2013
   September 30,
2014
   Pro forma
stockholders'
equity as of
September 30, 2014
  
   
 
    
   (Unaudited)
   (Unaudited)
  

Assets

                    

Current assets:

                    

Cash and cash equivalents

   $ 43,070   $ 59,138        

Prepaid expenses and other current assets

     736     1,393        
             
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Total current assets

     43,806     60,531        

Property and equipment, net

     8,164     10,795        

Restricted cash

     120     150        

Other assets

     1,013     1,671        
             
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Total assets

   $ 53,103   $ 73,147        
             
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Liabilities, convertible preferred stock, and stockholders' deficit

                    

Current liabilities:

                    

Accounts payable

   $ 498   $ 3,450        

Accrued liabilities

     886     2,754        

Capital lease obligation, current portion

     845     800        
             
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Total current liabilities

     2,229     7,004        

Capital lease obligation, net of current portion

     1,156     577        

Other long term liabilities

     393     408        

Liabilities related to early exercise of stock options

     31     18        
             
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Total liabilities

     3,809     8,007        
             
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Commitments and contingencies

                    

Convertible preferred stock; $0.0001 par value, 81,131,537 and 116,131,524 shares authorized as of December 31, 2013 and September 30, 2014 (unaudited), respectively; 81,131,524 and 105,631,524 shares issued and outstanding as of December 31, 2013 and September 30, 2014 (unaudited), respectively; no shares authorized, issued and outstanding, pro forma (unaudited); aggregate liquidation value of $87,002 and $136,012 as of December 31, 2013 and September 30, 2014 (unaudited), respectively

    
86,574		    
133,907		  
$
—		  

Stockholders' deficit:

                    

Common stock, $0.0001 par value; 98,131,537 and 135,131,524 shares authorized as of December 31, 2013 and September 30, 2014 (unaudited), respectively; 4,396,033 and 5,383,469 shares issued and outstanding as of December 31, 2013 and September 30, 2014 (unaudited), respectively; 111,014,993 shares issued and outstanding, pro forma (unaudited)

     —     —     11  

Additional paid-in capital

     408     1,108     135,004  

Accumulated deficit

     (37,688 )   (69,875 )   (69,875 )
       

Total stockholders' (deficit) equity

     (37,280 )   (68,767 ) $ 65,140  
       

Total liabilities, convertible preferred stock, and stockholders' deficit

   $ 53,103   $ 73,147        
         

   

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Invitae Corporation
Condensed consolidated statements of operations and comprehensive loss
(Unaudited)

   
 
   Nine months ended September 30,  
(In thousands, except share and per share amounts)
   2013
   2014
  
   

Revenue

   $ 60   $ 729  

Costs and operating expenses:

              

Cost of revenue

     441     3,263  

Research and development

     10,621     15,600  

Selling and marketing

     1,599     5,823  

General and administrative

     4,037     8,112  
       

Total costs and operating expenses

     16,698     32,798  
       

Loss from operations

     (16,638 )   (32,069 )

Other expense, net

     (25 )   (69 )

Interest expense

     (44 )   (49 )
       

Net loss and comprehensive loss

   $ (16,707 ) $ (32,187 )
       

Net loss attributable to common stockholders

   $ (16,858 ) $ (32,187 )
       

Net loss per share attributable to common stockholders, basic and diluted

   $ (4.13 ) $ (6.54 )
       

Shares used in computing net loss per share attributable to common stockholders, basic and diluted

     4,078,837     4,918,489  
       

Pro forma net loss per share attributable to common stockholders, basic and diluted

         $ (0.36 )
             
​ ​ ​ ​ ​ ​ ​ ​

Shares used in computing pro forma net loss per share attributable to common stockholders, basic and diluted

           89,280,782  
   

   

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Invitae Corporation
Condensed consolidated statements of cash flows
(Unaudited)

   
 
   Nine months ended
September 30, 		 
(In thousands)
   2013
   2014
  
   

Cash flow from operating activities

              

Net loss

   $ (16,707 ) $ (32,187 )

Adjustments to reconcile net loss to net cash used in operating activities:

              

Depreciation and amortization

     603     1,574  

Stock-based compensation

     165     538  

Loss on disposal of property and equipment

     —     33  

Changes in operating assets and liabilities:

              

Prepaid expenses and other current assets

     (256 )   (657 )

Other assets

     (3 )   (658 )

Accounts payable

     (141 )   1,454  

Accrued liabilities and other liabilities

     911     1,799  
       

Net cash used in operating activities

     (15,428 )   (28,104 )
       

Cash flows from investing activities

              

Purchases of property and equipment

     (3,838 )   (2,655 )

Change in restricted cash

     (60 )   (30 )
       

Net cash used in investing activities

     (3,898 )   (2,685 )
       

Cash flows from financing activities

              

Capital lease principal payment

     (480 )   (625 )

Proceeds from issuance of common stock upon exercise of stock options

     33     149  

Proceeds from issuance of convertible preferred stock, net of issuance costs

     9,933     47,333  
       

Net cash provided by financing activities

     9,486     46,857  
       

Net increase (decrease) in cash and cash equivalents

     (9,840 )   16,068  

Cash and cash equivalents at beginning of period

     21,801     43,070  
       

Cash and cash equivalents at end of period

   $ 11,961   $ 59,138  
       

Supplemental cash flow information:

              

Interest paid

   $ 44   $ 49  
       

Supplemental cash flow information of non-cash investing and financing activities:

              

Equipment acquired through capital leases

   $ 411   $ —  
       

Change in accounts payable and accrued liabilities related to purchase of property and equipment

   $ 256   $ 1,583  
   

   

The accompanying notes are an integral part of these condensed financial statements.

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Invitae Corporation
Notes to condensed consolidated financial statements

1.     Summary of significant accounting policies

Unaudited interim consolidated financial statements

The interim condensed consolidated balance sheet as of September 30, 2014, and the consolidated statements of operations and comprehensive loss and cash flows for the nine months ended September 30, 2013 and 2014 are unaudited. The unaudited interim consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's financial position as of September 30, 2014 and its results of operations and cash flows for the nine months ended September 30, 2013 and 2014. The financial data and the other financial information contained in these notes to the consolidated financial statements related to the nine-month periods are also unaudited. The results of operations for the nine months ended September 30, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014 or for any other future annual or interim period. These financial statements should be read in conjunction with the Company's audited consolidated financial statements included elsewhere in this prospectus.

Unaudited pro forma stockholders' equity

The pro forma stockholders' equity as of September 30, 2014 presents the Company's stockholders' equity as though all of the Company's convertible preferred stock outstanding had automatically converted into 105,631,524 shares of common stock upon the completion of a qualifying initial public offering ("IPO") of the Company's common stock. The shares of common stock issuable and the proceeds expected to be received in the IPO are excluded from such pro forma financial information.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company believes judgment is involved in determining revenue recognition; the recoverability of long-lived assets; the fair value of the Company's common stock; stock-based compensation expense; and income tax uncertainties. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ materially from those estimates and assumptions.

Concentrations of credit risk and other risks and uncertainties

Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. The Company's cash and cash equivalents are held by financial institutions in the United States and Chile. Such deposits may exceed federally insured limits.

For the nine months ended September 30, 2013 and 2014, substantially all of the Company's revenue has been derived from sales of its assay of 216 genes. Teva Pharmaceuticals Industries Ltd. accounted for 12% of the Company's revenue for the nine months ended September 30, 2014 and 63% of the Company's revenue for the nine months ended September 30, 2013. For the nine months ended September 30, 2013 and 2014, no other customers represented over 10% of total revenue.

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Invitae Corporation
Notes to condensed consolidated financial statements (Continued)

Cash and cash equivalents

The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. Cash equivalents consist primarily of amounts invested in money market accounts.

Restricted cash

Restricted cash consists of a money market account that serves as collateral for a credit card agreement at one of the Company's financial institutions.

Internal-use software

The Company capitalizes third-party costs incurred in the application development stage to design and implement the software used in its genetic tests and Family History Tool mobile application. Costs incurred in the application development stage of the software and mobile application are capitalized and will be amortized over an estimated useful life of three years on a straight line basis.

During the nine months ended September 30, 2013 and 2014, the Company capitalized $175,000 and $625,000, respectively, of software development costs. Such costs are included within property and equipment on the balance sheets.

Deferred offering costs

Deferred offering costs, which primarily consist of direct incremental legal and accounting fees relating to the IPO are capitalized. The deferred offering costs will be offset against IPO proceeds upon the consummation of the offering. In the event the offering is terminated, deferred offering costs will be expensed. As of September 30, 2014, the Company capitalized $468,000 of deferred offering costs in other assets on the consolidated balance sheet.

Revenue recognition

Revenue is generated from the sale of tests that provides the analysis and associated interpretation of the sequencing of parts of the genome. Revenue associated with subsequent re-requisition services was de minimis for all periods presented.

Revenue is recognized when persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the fee is fixed or determinable; and collectability is reasonably assured. The criterion for whether the fee is fixed or determinable and whether collectability is reasonably assured are based on management's judgments. When evaluating collectability, in situations where contracted reimbursement coverage does not exist, the Company considers whether the Company has sufficient history to reliably estimate a payer's individual payment patterns. The Company reviews the number of tests paid against the number of tests billed and the payer's outstanding balance for unpaid tests to determine whether payments are being made at a consistently high percentage of tests billed and at appropriate amounts given the amount billed. The Company has not been able to demonstrate a predictable pattern of collectability, and therefore recognizes revenue when payment is received.

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Invitae Corporation
Notes to condensed consolidated financial statements (Continued)

Net loss per share attributable to common stockholders

Basic net loss per share attributable to common stockholders is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since the effects of potentially dilutive securities are antidilutive. Common shares subject to repurchase are excluded from the weighted-average shares. For the nine months ended September 30, 2013 and 2014, 373,237 and 180,969 shares subject to repurchase, respectively, are excluded from basic loss per share calculation.

Pro forma net loss per share attributable to common stockholders

In contemplation of an initial public offering, the Company has presented the pro forma basic and diluted net loss per share attributable to common stockholders which has been computed to give effect to the conversion of its convertible preferred stock into common stock.

Recent accounting pronouncements

On May 28, 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard will become effective for the Company on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation ("ASU 2014-10"). ASU 2014-10 simplifies the accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments related to the elimination of the inception-to-date information and other disclosure requirements of Topic 915 should be applied retrospectively, and are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. The Company early adopted this guidance as of January 1, 2012, and accordingly, there is no inception-to-date information presented in these consolidated financial statements.

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Invitae Corporation
Notes to condensed consolidated financial statements (Continued)

2.     Balance sheet components

Property and equipment, net

Property and equipment, net, consists of the following (in thousands):

   
 
   December 31,
2013
   September 30,
2014
  
   

Leasehold improvements

   $ 1,527   $ 1,914  

Laboratory equipment

     3,567     4,214  

Equipment under capital lease

     3,735     3,735  

Computer equipment

     120     816  

Software

     18     643  

Furniture and fixtures

     21     72  

Automobiles

     16     —  

Construction-in-process

     410     2,163  
       

Total property and equipment, gross

     9,414     13,557  

Accumulated depreciation and amortization

     (1,250 )   (2,762 )
       

Total property and equipment, net

   $ 8,164   $ 10,795  
   

Depreciation and amortization expense for the nine months ended September 30, 2013 and 2014 was $603,000 and $1.6 million, respectively.

Accrued liabilities

Accrued liabilities consist of the following (in thousands):

   
 
   December 31,
2013
   September 30,
2014
  
   

Accrued compensation and related expenses

   $ 279   $ 1,333  

Accrued professional services

     201     904  

Accrued costs for construction-in-process

     168     —  

Other

     238     517  
       

Total accrued liabilities

   $ 886   $ 2,754  
   

3.     Fair value measurements

Financial assets and liabilities are recorded at fair value. The carrying amounts of certain of the Company's financial instruments, including cash equivalents, and accounts payable, are valued at cost, which approximates fair value due to their short maturities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The authoritative guidance establishes a three-level valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based upon

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Invitae Corporation
Notes to condensed consolidated financial statements (Continued)

whether such inputs are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions made by the reporting entity.

The three-level hierarchy for the inputs to valuation techniques is briefly summarized as follows:

    Level 1—Observable inputs such as quoted prices (unadjusted) for identical instruments in active markets.

    Level 2—Observable inputs such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, or model-derived valuations whose significant inputs are observable.

    Level 3—Unobservable inputs that reflect the reporting entity's own assumptions.

The Company's financial instruments consist only of Level 1 assets, which are highly liquid money market funds. At December 31, 2013 and September 30, 2014, the Company had $33.2 million and $15.2 million in money market funds that are included in cash and cash equivalents and restricted cash on the consolidated balance sheets.

4.    Legal matters

On November 25, 2013, the University of Utah Research Foundation, the Trustees of the University of Pennsylvania, HSC Research and Development Limited Partnership, Endorecherche, Inc. and Myriad Genetics, Inc. (collectively, the "Myriad Plaintiffs") filed a complaint in the District of Utah (the "Utah Action"), alleging that certain of the Company's genetic testing services infringe certain claims of various U.S. patents (collectively, the "Myriad Patents"). On November 26, 2013, the Company filed a complaint for declaratory judgment in the Northern District of California (the "California Action"), asserting that the Myriad Patents are invalid and the Company does not infringe them, and the Myriad Plaintiffs have counterclaimed alleging that the Company infringes the Myriad Patents. Although the Utah Action has been dismissed, on February 19, 2014, the Joint Panel on Multidistrict Litigation granted the Myriad Plaintiffs' motion to consolidate for pre-trial proceedings all actions concerning the Myriad Patents (the "MDL Proceedings"), with the MDL Proceedings taking place in the District of Utah. Upon the conclusion of the MDL Proceedings, any remaining aspects of the California Action would be transferred back to the Northern District of California for further proceedings, if needed. The Company intends to continue to pursue this matter and defend itself vigorously. Because of the uncertainties related to the legal proceedings, the Company is not able to predict or estimate any range of reasonably possible loss related to the Myriad matters. Accordingly, the Company has not accrued for contingent liabilities associated with the legal matters described above. In the event of a successful claim of infringement or misappropriation against the Company, it may be required to pay damages and obtain one or more licenses from third parties, or be prohibited from commercializing certain tests, all of which could have a material adverse impact on the Company's cash position and business and financial condition.

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Invitae Corporation
Notes to condensed consolidated financial statements (Continued)

5.     Convertible preferred stock

Convertible preferred stock as of September 30, 2014 consists of the following (in thousands, except share and per share data):

   
 
   Shares
authorized
   Original
issue price
   Shares
issued and
outstanding
   Aggregate
liquidation
amount
   Proceeds,
net of
issuance
costs
  
   

Series A

     11,693,179   $ 0.44     11,693,179   $ 5,145   $ 5,109  

Series B

     4,181,818     0.55     4,181,818     2,300     2,253  

Series C

     31,112,750     0.95     31,112,750     29,557     29,393  

Series D

     8,000,000     1.25     8,000,000     10,000     9,933  

Series E

     26,143,790     1.53     26,143,777     40,000     39,886  

Series F

     35,000,000     2.00     24,500,000     49,000     47,333  
                 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Balance at September 30, 2014

     116,131,524           105,641,524   $ 136,012   $ 133,907  
   

In August 2014, the Company issued 24,500,000 shares of Series F convertible preferred stock at a price of $2.00 per share for aggregate proceeds of $47.3 million, net of issuance costs of $1.7 million.

The rights, preferences and privileges of the Series F convertible preferred stock are as follows:

Dividends

The holders of the outstanding shares of Series F convertible preferred stock are entitled to receive, when and if declared by the Board of Directors, a non-cumulative cash dividend at the rate of $0.16 per share per annum, respectively. Such dividends are payable in preference to any dividends on common stock declared by the Board of Directors. No dividends have been declared to date.

Conversion rights

Each share of Series F convertible preferred stock is, at the option of the holder, convertible into the number of fully paid and non-assessable shares of common stock as determined by dividing the original issue price applicable to such convertible preferred stock by the conversion price in effect at that time. The conversion price for each series of convertible preferred stock shall initially be the original issue price of such series of preferred stock and shall be adjusted in accordance with conversion provisions contained in the Company's Amended and Restated Certificate of Incorporation. All series of convertible preferred stock are currently convertible into common stock on a 1-for-1 basis.

Each share of convertible preferred stock will be automatically converted into shares of common stock based on the then effective conversion price (i) upon the affirmative election of the holders of at least a majority of the outstanding shares of the convertible preferred stock as well as the holders of a majority of the outstanding shares of each series of preferred stock or (ii) immediately upon the closing of a firmly underwritten public offering filed under the Securities Act of 1933, as amended, covering the offer and sale of common stock for the account of the Company at a price per share that is approved by a majority of

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Invitae Corporation
Notes to condensed consolidated financial statements (Continued)

the preferred stock holders or at a price per share of at least $2.00 (subject to adjustment in the event of any stock split), in each instance where the gross proceeds to the Company are at least $30.0 million.

Voting rights

Each holder is entitled to the number of votes equal to the number of shares of common stock into which the shares of preferred stock could be converted.

Liquidation rights

Upon liquidation, dissolution, or winding up of the Company, the holders of the Series F convertible preferred stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of shares of common stock but pari passu with a distribution of preferential amounts to the holders of the other series of convertible preferred stock, an amount equal to the per share issue price of $2.00 per share for the Series F convertible preferred stock, plus all declared and unpaid dividends on such shares. If available assets are insufficient to pay the full liquidation preference for all series of convertible preferred stock, the available assets will be distributed among the holders of the convertible preferred stock, on a pari passu and pro rata basis. After the payment of such full liquidation preference, all remaining assets available for distribution will be distributed ratably among the holders of the common stock.

6.     Stock incentive plan

2010 Equity incentive plan

The following table summarizes option activity under the 2010 Plan and related information during the nine months ended September 30, 2014:

   
(In thousands)
   Shares
available
for grant
   Stock options
outstanding
   Weighted-
average
exercise price
   Weighted-
average
remaining
contractual life
(years)
   Aggregate
intrinsic
value
  
   

Balances at December 31, 2013

     5,239,124     7,038,380   $ 0.26     9.00   $ 2,155  

Additional shares authorized

     2,000,000     —     —              

Repurchase of unvested early exercised shares

     11,757     —     —              

Granted

     (3,350,500 )   3,350,500     0.58              

Cancelled

     1,291,834     (1,291,834 )   0.32              

Exercised

     —     (853,695 )   0.18              
                             
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Balances at September 30, 2014

     5,192,215     8,243,351   $ 0.40     8.56   $ 7,460  
                             
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Options exercisable at September 30, 2014

           2,242,231   $ 0.23     7.45   $ 2,404  
                               
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Options vested and expected to vest at September 30, 2014

           8,046,900   $ 0.39     8.55   $ 7,301  
   

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Invitae Corporation
Notes to condensed consolidated financial statements (Continued)

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the fair value of the Company's common stock for stock options that were in-the-money.

The weighted-average fair value of stock options granted was $0.29 and $0.50 per share in the nine months ended September 30, 2013 and 2014, respectively.

The fair value of options to purchase common stock vested was $154,000 and $360,000 in the nine months ended September 30, 2013 and 2014, respectively.

The intrinsic value of options to purchase common stock exercised was $18,000 and $369,000 in the nine months ended September 30, 2013 and 2014, respectively.

Early exercise of stock options

The 2010 Plan allows for the granting of options that may be exercised before the options have vested. Shares issued as a result of early exercise that have not vested are subject to repurchase by the Company upon termination of the purchaser's employment or services, at the price paid by the purchaser, and are not deemed to be issued for accounting purposes until those related shares vest. The amounts received in exchange for these shares have been recorded as a liability on the accompanying balance sheets and will be reclassified into common stock and additional paid-in-capital as the shares vest. The Company's right to repurchase these shares generally lapses 1/4 after a one-year cliff then at a monthly rate of 1/48 thereafter.

At December 31, 2013 and September 30, 2014, there were 326,465 and 180,969 shares of common stock outstanding, respectively, subject to the Company's right of repurchase at prices ranging from $0.05 to $0.21 per share. At December 31, 2013 and September 30, 2014, the Company recorded $31,000 and $18,000, respectively, as liabilities associated with shares issued with repurchase rights.

Stock-based compensation

Stock-based compensation expense recognized was as follows (in thousands):

   
 
   Nine months
ended
September 30, 		 
 
   2013
   2014
  
   

Cost of revenue

   $ 7   $ 47  

Research and development

     106     231  

Selling and marketing

     26     90  

General and administrative

     26     170  
       

Total stock-based compensation expense

   $ 165   $ 538  
   

As of September 30, 2014, the Company had $2.1 million of unrecognized compensation expense related to unvested stock options, which is expected to be recognized over an estimated weighted-average period of 3.1 years.

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Invitae Corporation
Notes to condensed consolidated financial statements (Continued)

The estimated grant date fair value of employee stock options was calculated using the Black-Scholes option-pricing valuation model, based on the following assumptions:

   
 
   Nine months ended
September 30, 		 
 
   2013
   2014
  
   

Expected term (in years)

     6.03     6.03  

Expected volatility

     89.09–94.52%     85.68–86.63%  

Risk-free interest rate

     0.99–1.97%     1.75–1.91%  

Dividend yield

     —     —  
   

Stock-based compensation related to stock options granted to non-employees is recognized as the stock options are earned. The fair value of the stock options granted is calculated at each reporting date using the Black-Scholes option pricing model with the following assumptions: expected life is equal to the remaining contractual term of the award as of the measurement date, which was 9.51 to 9.85 years as of September 30, 2013 and 8.51 to 9.63 years as of September 30, 2014; risk free rate is based on the U.S. Treasury Constant Maturity rate with a term similar to the expected life of the option at the measurement date; expected dividend yield of 0%; and volatility of 89.09% and 85.27% as of September 30, 2013 and 2014, respectively.

7.     Net loss per share attributable to common stockholders and pro forma net loss per share attributable to common stockholders

The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders for the nine months ended September 30, 2013 and 2014 (in thousands, except share and per share amounts):

   
 
   Nine months ended
September 30, 		 
 
   2013
   2014
  
   

Net loss

   $ (16,707 ) $ (32,187 )

Less: dividend on convertible preferred stocks

     (151 )   —  
       

Net loss attributable to common stockholders

   $ (16,858 ) $ (32,187 )
       

Shares used in computing net loss per share attributable to common stockholders, basic and diluted

     4,078,837     4,918,489  
       

Net loss per share attributable to common stockholders, basic and diluted

   $ (4.13 ) $ (6.54 )
   

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Invitae Corporation
Notes to condensed consolidated financial statements (Continued)

The following outstanding common stock equivalents were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive:

   
 
   Nine months ended
September 30, 		 
 
   2013
   2014
  
   

Shares of common stock subject to outstanding options

     6,623,380     8,243,351  

Shares of common stock subject to conversion from preferred stock

     54,987,747     105,631,524  

Shares of common stock subject to unvested early exercise of outstanding options subject to repurchase

     373,237     180,969  
       

Total shares of common stock equivalents

     61,984,364     114,055,844  
   

The following table sets forth the computation of the Company's pro forma basic and diluted net loss per share attributable to common stockholders during the nine months ended September 30, 2014 (in thousands, except share and per share amounts):

   
 
   Nine months
ended
September 30,
2014
  
   

Net loss

   $ (32,187 )
       

Shares used in computing net loss per share attributable to common stockholders, basic and diluted

     4,918,489  

Pro forma adjustments to reflect assumed conversion of convertible preferred stock

     84,362,293  
       

Shares used in computing pro forma net loss per share attributable to common stockholders, basic and diluted

     89,280,782  
       

Pro forma net loss per share attributable to common stockholders, basic and diluted

   $ (0.36 )
   

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Invitae Corporation
Notes to condensed consolidated financial statements (Continued)

8.     Geographic information

Revenue by country is determined based on the billing address of the customer. The following presents revenue by country for the nine months ended September 30, 2013 and 2014 (in thousands):

   
 
   Nine months
ended
September 30 		 
(In thousands)
   2013
   2014
  
   

United States

   $ 19   $ 467  

Canada

     2     156  

Israel

     38     89  

Rest of world

     1     17  
       

Revenue

   $ 60   $ 729  
   

9.     Subsequent events

Amendment to Certificate of Incorporation

In October 2014, the Company filed an amended and restated certificate of incorporation to increase the number of authorized shares of common stock to a new total of 160,131,524 shares and increase the number of authorized shares of preferred stock to a new total of 141,131,524 shares, comprised of 11,693,179 shares of Series A convertible preferred stock, 4,181,818 shares of Series B convertible preferred stock, 31,112,750 shares of Series C convertible preferred stock, 8,00,000 shares of Series D convertible preferred stock, 26,143,777 shares of Series E convertible preferred stock, and 60,000,000 shares of Series F convertible preferred stock.

Series F convertible preferred stock

In October 2014, the Company issued an additional 35,500,000 shares of Series F convertible preferred stock at a price of $2.00 per share for aggregate proceeds of $68.5 million, net issuance costs of $2.5 million.

New Lease

In November 2014, the Company leased additional space in San Francisco, California. The lease expires in April 2017 and aggregate future minimum lease payments for this facility are approximately $1.7 million.

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GRAPHIC

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                       shares

GRAPHIC

Common stock

Prospectus

J.P. Morgan

Cowen and Company

  
Leerink Partners

                           , 2015

Table of Contents


Part II
Information not required in prospectus

Item 13.    Other expenses of issuance and distribution

The following table sets forth the various expenses expected to be incurred by the Registrant in connection with the sale and distribution of the securities being registered hereby, other than underwriting discounts and commissions. All amounts are estimated except the SEC registration fee and the Financial Industry Regulatory Authority filing fee.

   

SEC registration fee

   $ *  

Financial Industry Regulatory Authority filing fee

     *  

NYSE filing fee

     *  

Blue Sky fees and expenses

     *  

Accounting fees and expenses

     *  

Legal fees and expenses

     *  

Printing and engraving expenses

     *  

Registrar and Transfer Agent fees

     *  

Miscellaneous fees and expenses

     *  
       
​ ​ ​ ​ ​

Total

   $ *  
   

*      To be filed by amendment.

Item 14.    Indemnification of directors and officers

Section 102 of the DGCL allows a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of the DGCL or obtained an improper personal benefit.

Section 145 of the DGCL provides, among other things, that we may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding—other than an action by or in the right of the Registrant—by reason of the fact that the person is or was a director, officer, agent or employee of the Registrant, or is or was serving at our request as a director, officer, agent or employee of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding. The power to indemnify applies (a) if such person is successful on the merits or otherwise in defense of any action, suit or proceeding, or (b) if such person acting in good faith and in a manner he or she reasonably believed to be in the best interest, or not opposed to the best interest, of the Registrant, and with respect to any criminal action or proceeding had no reasonable cause to believe his or her conduct was unlawful. The power to indemnify applies to actions brought by or in the right of the Registrant as well but only to the extent of defense expenses, including attorneys' fees but excluding amounts paid in settlement, actually and reasonably incurred and not to any satisfaction of judgment or settlement of the claim itself, and with the further limitation that in such actions no indemnification shall be made in the event of any adjudication of liability to the Registrant, unless the court believes that in light of all the circumstances indemnification should apply.

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Section 174 of the DGCL provides, among other things, that a director, who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption, may be held liable for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time, may avoid liability by causing his or her dissent to such actions to be entered in the books containing minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.

The Registrant's amended and restated certificate of incorporation and amended and restated bylaws, to be filed as Exhibits 3.1(b) and 3.2(b) hereto, provide that the Registrant shall indemnify its directors, officers, employees and other agents to the fullest extent not prohibited by the DGCL or any other applicable law. In addition, the Registrant has entered into agreements to indemnify its directors and expects to continue to enter into agreements to indemnify all of its directors. Prior to the closing of the offering, the Registrant plans to amend and restate its indemnification agreements with its directors and enter into similar agreements with each of its officers. These agreements will require the Registrant, among other things, to indemnify its directors and officers against certain liabilities which may arise by reason of their status or service as directors or officers to the fullest extent not prohibited by law. These indemnification provisions and the indemnification agreements may be sufficiently broad to permit indemnification of the Registrant's officers and directors for liabilities, including reimbursement of expenses incurred, arising under the Securities Act of 1933, as amended, which we refer to as the Securities Act. The Registrant also intends to maintain director and officer liability insurance, if available on reasonable terms.

The form of Underwriting Agreement, to be filed as Exhibit 1.1 hereto, provides for indemnification by the Underwriters of the Registrant and its officers and directors for certain liabilities, including liabilities arising under the Securities Act, and affords certain rights of contribution with respect thereto.

Item 15.    Recent sales of unregistered securities

The following sets forth information regarding all unregistered securities sold since November 30, 2011:

On various dates between May 2012 and July 2012, the Registrant issued and sold convertible promissory notes in the aggregate principal amount of $2,000,000 to a total of 4 accredited investors. These notes converted into 2,124,277 shares of the Registrant's Series C convertible preferred stock in August 2012 as described in the paragraph immediately below.(1)

On various dates between August 2012 and October 2012, the Registrant issued and sold an aggregate of 31,112,750 shares of Series C convertible preferred stock at a per share price of $0.95, for an aggregate purchase price of $29,557,114 to a total of 16 accredited investors. Of this amount, $2,018,060 was paid for by cancellation of principal and accrued interest under the convertible promissory notes described in the paragraph immediately above.(1)

In May 2013, the Registrant issued and sold an aggregate of 8,000,000 shares of Series D convertible preferred stock at a per share price of $1.25, for an aggregate purchase price of $10,000,000 to a total of four accredited investors.(1)

On various dates between October 2013 and December 2013, the Registrant issued and sold an aggregate of 26,143,777 shares of Series E convertible preferred stock at a per share price of $1.53, for an aggregate purchase price of $39,999,979 to a total of 32 accredited investors.(1)

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In August 2014 and October 2014, the Registrant issued and sold an aggregate of 60,000,000 shares of Series F convertible preferred stock at a per share price of $2.00, for an aggregate purchase price of $120,000,000 to a total of 38 accredited investors.(1)

The Registrant has granted stock options to its directors, officers, employees and consultants to purchase an aggregate of 15,632,873 shares of common stock pursuant to the Registrant's 2010 Stock Plan, with exercise prices ranging from $0.06 to $1.45 per share.(2)

The Registrant has issued and sold an aggregate of 2,028,391 shares of its common stock upon exercise of stock options granted pursuant to the Registrant's 2010 Stock Plan, for an aggregate purchase price of $288,579. Amounts include the exercise of options to purchase an aggregate of 11,757 shares of common stock that were subsequently repurchased pursuant to the Registrant's right of repurchase.(2)

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering, and the Registrant believes that each transaction was exempt from the registration requirements of the Securities Act in reliance on the following exemptions:

(1)    These transactions were deemed to be exempt from registration under the Securities Act in reliance upon Rule 506 of Regulation D promulgated under the Securities Act as transactions by an issuer not involving any public offering. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate information about the Registrant or had adequate access, through their relationships with the Registrant, to information about the Registrant.

(2)    These transactions were deemed to be exempt from registration under the Securities Act in reliance upon Rule 701 promulgated under Section 3(b) of the Securities Act pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate information about the Registrant or had adequate access, through their relationships with the Registrant, to information about the Registrant.

There were no underwriters employed in connection with any of the transactions set forth in Item 15.

Item 16.    Exhibits and financial statement schedules

(a)    Exhibits

See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this registration statement on Form S-1, which Exhibit Index is incorporated hereby by reference.

(b)   Financial Statement Schedules.

Not applicable.

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Item 17.    Undertakings

The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1)    For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)    For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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Signatures

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of San Francisco, State of California, on the      day of                     , 2014.

    INVITAE CORPORATION

 
 
By:
 
  
 Randal W. Scott, Ph.D.
 Chief Executive Officer


Power of attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Randal W. Scott and Lee Bendekgey, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 
Name
   Title
   Date
 

 
 
 
 
 
  
 Randal W. Scott, Ph.D.		   Chairman of the Board of Directors and Chief Executive Officer
 (Principal Executive Officer)		                           , 2014

  
 Lee Bendekgey
 
Chief Financial Officer, General Counsel and Secretary
 (Principal Financial Officer)
 
                        , 2014

  
 Patricia E. Dumond
 
Vice President, Finance
 (Principal Accounting Officer)
 
                        , 2014

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Name
   Title
   Date
 

 
 
 
 
 
  
 Sean E. George, Ph.D.		   President, Chief Operating Officer and Director                           , 2014

 
 Eric Aguiar, M.D.
 
Director
 
                        , 2014

 
 Geoffrey S. Crouse
 
Director
 
                        , 2014

 

 
 
 
 
 

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Exhibit index

 
Exhibit
number
   Description
 
  1.1 * Form of Underwriting Agreement.

 
3.1
(a)†
Amended and Restated Certificate of Incorporation, as currently in effect.

 
3.1
(b)*
Form of Certificate of Amendment of Amended and Restated Certificate of Incorporation, to be effective prior to completion of this offering.

 
3.1
(c)*
Form of Amended and Restated Certificate of Incorporation, to be in effect upon the completion of this offering.

 
3.2
(a)†
Bylaws, as currently in effect.

 
3.2
(b)*
Form of Amended and Restated Bylaws, to be in effect upon the completion of this offering.

 
4.1
*
Form of Common Stock Certificate.

 
4.2
 
Fifth Amended and Restated Investors' Rights Agreement, dated August 26, 2014, among Invitae Corporation and certain investors.

 
4.3
 
Omnibus Approval and Amendment with Respect to: Series F Preferred Stock Purchase Agreement; Fifth Amended and Restated Investors' Rights Agreement; and Fifth Amended and Restated Voting Agreement, dated October 9, 2014, among Invitae Corporation and certain investors.

 
5.1
*
Opinion of Pillsbury Winthrop Shaw Pittman LLP.

 
10.1
#*
Form of Indemnification Agreement to be entered into between Invitae Corporation and its officers and directors upon completion of this offering.

 
10.2
#†
2010 Stock Incentive Plan, as amended.

 
10.3
#†
Form of Notice of Stock Option Grant and Stock Option Agreement—Standard Exercise for awards granted under 2010 Stock Incentive Plan.

 
10.4
#†
Form of Notice of Stock Option Grant and Stock Option Agreement—Early Exercise for awards granted under 2010 Stock Incentive Plan.

 
10.5
#*
Form of 2015 Stock Incentive Plan.

 
10.6
#*
Form of Non-Qualified Stock Option Agreement for awards granted under the 2015 Stock Incentive Plan.

 
10.7
#*
Form of Restricted Stock Agreement for awards granted under the 2015 Stock Incentive Plan.

 
10.8
#*
Form of Employee Stock Purchase Plan.

 
10.9
#†
Executive Employment Agreement, dated July 30, 2010, by and between Invitae Corporation (f/k/a Locus Development, Inc.) and Sean E. George.

 
10.10
#†
Amendment No. 1 to Executive Employment Agreement, dated September 2, 2010, by and between Invitae Corporation (f/k/a Locus Development, Inc.) and Sean E. George.

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Exhibit
number
   Description
 
  10.11 # Restricted Stock Purchase Agreement, dated July 15, 2010, by and between Invitae Corporation (f/k/a Locus Development, Inc.) and Sean E. George.

 
10.12
*
Lease (Standard Form), dated September 1, 2011, by and between Invitae Corporation (f/k/a Locus Development, Inc.) and Martin E. Harband, Trustee of the Harband Family Trust.

 
10.13
 
Sublease, dated December 6, 2013, by and between Invitae Corporation and Sutter West Bay Hospitals.

 
10.14
*
Lease, dated October 31, 2012, by and between Invitae Corporation and 278 University Investors, LLC.

 
10.15
*
Sublease, dated November 21, 2014, by and between Invitae Corporation and InMobi Inc.

 
21.1
†
List of Subsidiaries.

 
23.1
*
Consent of independent registered public accounting firm.

 
23.2
*
Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1).

 
24.1
 
Power of Attorney (see signature page hereto).

 

 
 
 
 

*      To be filed by amendment.

#      Management contract or compensatory arrangement.

†      Previously submitted.

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 EX-4.2 2 filename2.htm

Exhibit 4.2

 

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

 

THIS FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of August 26, 2014, by and among Invitae Corporation, a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”

 

RECITALS

 

WHEREAS, certain of the Investors (the “Series F Investors”) are purchasing shares of the Company’s Series F Preferred Stock, $0.0001 par value per share (the “Series F Preferred Stock”), pursuant to that certain Series F Preferred Stock Purchase Agreement of even date herewith (the “Purchase Agreement”);

 

WHEREAS, certain of the Investors are (i) holders of the Company’s Series A Preferred Stock, $0.0001 par value per share (the “Series A Preferred Stock”), Series B Preferred Stock, $0.0001 par value per share (the “Series B Preferred Stock”), Series C Preferred Stock, $0.0001 par value per share (the “Series C Preferred Stock”), Series D Preferred Stock, $0.0001 par value per share (the “Series D Preferred Stock”) or Series E Preferred Stock, $0.0001 par value per share (the “Series E Preferred Stock”), and (ii) parties, together with the Company, to a Fourth Amended and Restated Investors’ Rights Agreement dated as of October 17, 2013 (the “Prior Agreement”); and

 

WHEREAS, in order to induce the Series F Investors to enter into the Purchase Agreement and consummate the purchase and sale of Series F Preferred Stock contemplated thereby, upon delivery of executed signature pages to this Agreement by (i) the Company, (ii) the holders of a majority of the Registrable Securities then outstanding (for this purpose, as defined in the Prior Agreement and determined as of immediately prior to the date hereof) and (iii) the Series F Investors participating in the Initial Closing (as defined in the Purchase Agreement), this Agreement shall supersede and replace the Prior Agreement.

 

NOW, THEREFORE, the parties hereby agree as follows:

 

1.                    Definitions.  For purposes of this Agreement: “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

 

“Common Stock” means shares of the Company’s common stock, $0.0001 par value per share.

 

“Damages” means any loss, damage, or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, or liability (or any action in respect thereof) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final

 

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prospectus contained therein or any amendments or supplements thereto; (ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law.

 

“Derivative Securities” means any securities or rights convertible into, or exercisable or exchangeable for (in each case, directly or indirectly), Common Stock, including options and warrants.

 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

 

“Excluded Registration” means (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered.

 

“Form S-1” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC.

 

“Form S-3” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC.

 

“GAAP” means generally accepted accounting principles in the United States.

 

“Holder” means any holder of Registrable Securities who is a party to this Agreement.

 

“Immediate Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, of a natural person referred to herein.

 

“Initiating Holders” means, collectively, Holders who properly initiate a registration request under this Agreement.

 

“IPO” means the Company’s first underwritten public offering of its Common Stock under the Securities Act.

 

“Key Employee” means any executive-level employee (including division director and vice president-level positions) as well as any employee who, either alone or in concert with others, develops, invents, programs, or designs any Company Intellectual Property (as defined in the Purchase Agreement).

 

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“Major Investor” means any Investor that, individually or together with such Investor’s Affiliates, holds at least 500,000 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof).

 

“New Securities” means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities; provided, however, that shares of Series F Preferred Stock sold pursuant to the Purchase Agreement as it may be amended from time to time are excluded from this definition.

 

“Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

 

“Preferred Stock” means, collectively, shares of the Series A Preferred Stock, shares of the Series B Preferred Stock, shares of the Series C Preferred Stock, shares of the Series D Preferred Stock, shares of the Series E Preferred Stock and shares of the Series F Preferred Stock.

 

“Registrable Securities” means the following:  (i) the Common Stock issuable or issued upon conversion of the Preferred Stock; and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced in clause (i) above; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Section 6.1, and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Section 2.13 of this Agreement.

 

“Registrable Securities then outstanding” means the number of shares determined by adding the number of shares of outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then exercisable and/or convertible securities that are Registrable Securities.

 

“Restricted Securities” means the securities of the Company required to bear the legend set forth in Section 2.12(b) hereof.

 

“SEC” means the Securities and Exchange Commission.

 

“SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.

 

“SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.

 

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

 

“Selling Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of

 

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counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Section 2.6.

 

2.                    Registration Rights.  The Company covenants and agrees as follows:

 

2.1                               Demand Registration.

 

(a)                                 Form S-1 Demand.  If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of twenty-five percent (25%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding if the anticipated aggregate offering price, net of Selling Expenses, is not less than $5 million, then the Company shall (i) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1 (c) and (d) and Section 2.3.

 

(b)                                 Form S-3 Demand.  If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from Holders of at least ten percent (10%) of the Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $2 million, then the Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1 (c) and (d) and Section 2.3.

 

(c)                                  Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors (the “Board”) it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such

 

4


 

filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than sixty (60) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such sixty (60) day period other than an Excluded Registration.

 

(d)                                 The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1(a) (i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) after the Company has effected two registrations pursuant to Section 2.1(a); or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.1(b).  The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1(b) (i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or (ii) if the Company has effected two registrations pursuant to Section 2.1(b) within the twelve (12) month period immediately preceding the date of such request.  A registration shall not be counted as “effected” for purposes of this Section 2.1(d) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Section 2.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section 2.1(d).

 

2.2                               Company Registration.  If the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its Common Stock under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly give each Holder notice of such registration.  Upon the request of each Holder given within twenty (20) days after such notice is given by the Company, the Company shall, subject to the provisions of Section 2.3, cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such registration.  The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration.  The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Section 2.6.

 

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2.3                               Underwriting Requirements.

 

(a)                                 If, pursuant to Section 2.1, the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1, and the Company shall include such information in the Demand Notice.  The underwriter(s) will be selected by the Initiating Holders, subject only to the reasonable approval of the Company.  In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein.  All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.  Notwithstanding any other provision of this Section 2.3, if the managing underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting.  To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares.

 

(b)                                 In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Section 2.2, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company.  If the total number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering.  If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders.  To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares.  Notwithstanding the foregoing, in no event shall (i) the number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering, or (ii) the

 

6


 

number of Registrable Securities included in the offering be reduced below twenty-five percent (25%) of the total number of securities included in such offering, unless such offering is the IPO, in which case the selling Holders may be excluded further if the underwriters make the determination described above and no other stockholder’s securities are included in such offering.  For purposes of the provision in this Section 2.3(b) concerning apportionment, for any selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of Registrable Securities owned by all Persons included in such “selling Holder,” as defined in this sentence.

 

(c)                                  For purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.3(a), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included.

 

2.4                               Obligations of the Company.  Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

 

(a)                                 prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that such one hundred twenty (120) day period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such registration;

 

(b)                                 prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement;

 

(c)                                  furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities;

 

(d)                                 use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided that the Company shall not be required to qualify to do business or to file a general consent to service of

 

7


 

process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;

 

(e)                                  in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering;

 

(f)                                   use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed;

 

(g)                                  provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

 

(h)                                 promptly make available for inspection by the selling Holders, any managing underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith;

 

(i)                                     notify each selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and

 

(j)                                    after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or supplement such registration statement or prospectus.

 

2.5                               Furnish Information.  It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required to effect the registration of such Holder’s Registrable Securities.

 

2.6                               Expenses of Registration.  All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $30,000, of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the

 

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registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b).  All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

 

2.7                               Delay of Registration.  No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.

 

2.8                               Indemnification.  If any Registrable Securities are included in a registration statement under this Section 2:

 

(a)                                 To the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and the partners, members, officers, directors, and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities Act) for each such Holder; and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 2.8(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any such Holder, underwriter, controlling Person, or other aforementioned Person expressly for use in connection with such registration.

 

(b)                                 To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, and each of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the Securities Act), any other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written

 

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information furnished by or on behalf of such selling Holder expressly for use in connection with such registration; and each such selling Holder will pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided further that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under Sections 2.8(b) and 2.8(d) exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of fraud or willful misconduct by such Holder.

 

(c)                                  Promptly after receipt by an indemnified party under this Section 2.8 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.8, give the indemnifying party notice of the commencement thereof.  The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such action.  The failure to give notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.8, to the extent that such failure materially prejudices the indemnifying party’s ability to defend such action.  The failure to give notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.8.

 

(d)                                 To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Section 2.8 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Section 2.8 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Section 2.8, then, and in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations.  The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the

 

10

 

untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case, (x) no Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement, and (y) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and provided further that in no event shall a Holder’s liability pursuant to this Section 2.8(d), when combined with the amounts paid or payable by such Holder pursuant to Section 2.8(b), exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of willful misconduct or fraud by such Holder.

 

(e)                                  Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

 

(f)                                   Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations of the Company and Holders under this Section 2.8 shall survive the completion of any offering of Registrable Securities in a registration under this Section 2, and otherwise shall survive the termination of this Agreement.

 

2.9                               Reports Under Exchange Act.  With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company shall:

 

(a)                                 make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times after the effective date of the registration statement filed by the Company for the IPO;

 

(b)                                 use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and

 

(c)                                  furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the registration statement filed by the Company for the IPO), the Securities Act, and the Exchange Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies); (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the

 

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Company; and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration (at any time after the Company has become subject to the reporting requirements under the Exchange Act) or pursuant to Form S-3 (at any time after the Company so qualifies to use such form).

 

2.10                        Limitations on Subsequent Registration Rights.  From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would provide to such holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Section 6.10.

 

2.11                        “Market Stand-off” Agreement.  Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed (x) one hundred eighty (180) days in the case of the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto) or (y) ninety (90) days in the case of any registration other than the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise.  The foregoing provisions of this Section 2.11:  (a) shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement; (b) with respect to the IPO, shall be applicable to the Holders only if all officers and directors of the Company and all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are subject to the same restrictions; (c) with respect to

 

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any registration other than the IPO, shall only be applicable to directors and officers of the Company and their respective Affiliates, and then only if all officers and directors of the Company are subject to the same restrictions; and (d) shall not be applicable with respect to shares of Common Stock acquired in the IPO, in any registration other than the IPO or in the open market after effectiveness of the registration statement for the IPO or any registration other than the IPO, provided that with respect to any sales or other arrangements involving shares of Common Stock during any applicable lock-up period, no filing under the Exchange Act or otherwise or any public announcement by the Holder or any director of the Company affiliated with such Holder shall be required or shall be voluntarily made in connection therewith, other than any required beneficial ownership filings under Section 13 of the Exchange Act.  The underwriters in connection with such registration are intended third-party beneficiaries of this Section 2.11 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto.  Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 2.11 or that are necessary to give further effect thereto.  Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements.

 

2.12                        Restrictions on Transfer.

 

(a)                                 The Preferred Stock and the Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act.  A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Preferred Stock and the Registrable Securities held by such Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement.

 

(b)                                 Each certificate or instrument representing (i) the Preferred Stock, (ii) the Registrable Securities, and (iii) any other securities issued in respect of the securities referenced in clauses (i) and (ii), upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Section 2.12(c)) be stamped or otherwise imprinted with a legend substantially in the following form:

 

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.  SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.

 

THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT

 

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BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

 

The Holders consent to the Company making a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in this Section 2.12.

 

(c)                                  The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in all respects with the provisions of this Section 2.  Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer.  Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company.  The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144 or (y) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Section 2.12.  Each certificate or instrument evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Section 2.12(b), except that such certificate shall not bear such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act.

 

2.13                        Termination of Registration Rights.  The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Section 2.1 or Section 2.2 shall terminate upon the earliest to occur of:

 

(a)                                 the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation; and

 

(b)                                 the fifth anniversary of the IPO.

 

3.                    Information and Observer Rights.

 

3.1                               Delivery of Financial Statements.  The Company shall deliver to each Major Investor:

 

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(a)                                 as soon as practicable, but in any event within one hundred fifty (150) days after the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined in Section 3.1(e)) for such year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements to be audited and certified by independent public accountants of nationally recognized standing selected by the Board;

 

(b)                                 as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);

 

(c)                                  as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct;

 

(d)                                 as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);

 

(e)                                  as soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company;

 

(f)                                   with respect to the financial statements called for in Section 3.1(a), Section 3.1(b) and Section 3.1(d), an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as

 

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otherwise set forth in Section 3.1(b) and Section 3.1(d)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and

 

(g)                                  such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.

 

If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries.

 

Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

 

3.2                               Inspection.  The Company shall permit each Major Investor at such Major Investor’s expense, to visit and inspect the Company’s properties; examine its books of account and records; and discuss the Company’s affairs, finances, and accounts with its officers, during normal business hours of the Company as may be reasonably requested by the Major Investor; provided, however, that the Company shall not be obligated pursuant to this Section 3.2 to provide access to any information (i) that it reasonably and in good faith considers to be a trade secret, (ii) confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company), or (iii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.

 

3.3                               Termination of Information.  The covenants set forth in Section 3.1 and Section 3.2 shall terminate and be of no further force or effect upon the earliest of:  (i) immediately before the consummation of the IPO, or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, pursuant to which the Investors receive only cash and/or marketable securities.

 

3.4                               Confidentiality.  Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 by such Investor), (b) is or has been

 

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independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

 

3.5                               Observer Rights.

 

(a)                                 As long as Thomas, McNerney & Partners II, L.P. together with its affiliates (collectively, “TMP”) holds at least fifty percent (50%) of the shares of Series A Preferred Stock purchased by TMP from the Company, the Company shall invite a representative of TMP to attend all meetings of the Board in a non-voting capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided that such representative shall agree to hold in confidence and trust all information so provided; and provided further that the Company reserves the right to exclude such representative from access to any of such materials or meetings or portions thereof if and to the extent that (i) in the good faith judgment of a majority of the directors of the Company after obtaining the advice of counsel such exclusion is reasonably necessary to preserve the attorney-client privilege, (ii) in the good faith judgment of a majority of the directors of the Company, such access would materially impair the due consideration by the Board of any matter, or (iii) any third party has, with respect to materials or information to be distributed to or considered by the Board, requested or required that such information not be shared beyond a group which does not include such representative.  The Company shall reimburse such TMP representative for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board.

 

(b)                                 With respect to any Holder of Series C Preferred Stock originally purchased from the Company (an “Original Series C Investor”) which continues to hold (together with its Affiliates) at least 2,000,000 shares of Series C Preferred Stock (as adjusted for stock splits, recapitalizations, etc.), other than TMP (which is addressed in Section 3.5(a) above) as well as any other Original Series C Investor for so long as such Original Series C Investor has the right (considered together with its Affiliates and whether pursuant to a contractual right, ownership of the requisite shares, or otherwise) to have its nominee elected to the Board, the Company shall invite a representative of such Original Series C Investor to attend all meetings of the Board in a non-voting capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, that such representative shall agree to hold in confidence and trust all information so provided; provided, further, that the

 

17


 

Company reserves the right to exclude such representative from access to any of such materials or meetings or portions thereof if and to the extent that (i) in the good faith judgment of a majority of the directors of the Company after obtaining the advice of counsel such exclusion is reasonably necessary to preserve the attorney-client privilege, (ii) in the good faith judgment of a majority of the directors of the Company, such access would materially impair the due consideration by the Board of any matter, or (iii) any third party has, with respect to materials or information to be distributed to or considered by the Board, requested or required that such information not be shared beyond a group which does not include such representative; and provided, finally, that the rights of any such holder pursuant to this Section 3.5(b) shall terminate in the event of any of the following:  (x) such Original Series C Investor (considered for this purpose together with all of its Affiliates) fails to participate in each additional financing of the Company on a pro rata basis (assuming and/or to the extent that such participation is made available to such Original Series C Investor with advance notice and a reasonable opportunity to participate, and “pro rata basis” is determined approximately in accordance with Section 4); or (y) an IPO.

 

(c)                                  With respect to the Wellington Investors (defined below), as long as the Wellington Investors hold at least fifty percent (50%) of the shares of Series F Preferred Stock purchased from the Company, the Company shall invite one representative of the Wellington Investors to attend all meetings of the Board in a non-voting capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, that such representative shall agree to hold in confidence and trust all information so provided; provided, further, that the Company reserves the right to exclude such representative from access to any of such materials or meetings or portions thereof if and to the extent that (i) in the good faith judgment of a majority of the directors of the Company after obtaining the advice of counsel such exclusion is reasonably necessary to preserve the attorney-client privilege, (ii) in the good faith judgment of a majority of the directors of the Company, such access would materially impair the due consideration by the Board of any matter, or (iii) any third party has, with respect to materials or information to be distributed to or considered by the Board, requested or required that such information not be shared beyond a group which does not include such representative; and provided, finally, that the rights of any such holder pursuant to this Section 3.5(c) shall terminate in the event of an IPO.

 

4.                    Rights to Future Stock Issuances.

 

4.1                               Right of First Offer.  Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor.  A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate.

 

(a)                                 The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities.

 

18


 

(b)                                 By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by such Major Investor bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities). At the expiration of such twenty (20) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise.  During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares.  The closing of any sale pursuant to this Section 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(c).

 

(c)                                  If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice.  If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Section 4.1.

 

(d)                                 The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Certificate of Incorporation), except that for purposes of this Section 4.1(d), Exempted Securities shall not include securities that are otherwise excluded from the anti-dilution provisions of the Company’s Certificate of Incorporation by consent of the holders of a majority of the outstanding Preferred Stock and thus considered Exempted Securities under the Company’s Certificate of Incorporation (i.e., pursuant to Section 4.4.1(d)(xi) of Part B of Article Fourth of the Company’s Certificate of Incorporation as in effect on the date hereof); and (ii) shares of Common Stock issued in the IPO.

 

(e)                                  Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Section 4.1, the Company may elect to give notice to the Major Investors within thirty (30) days after the issuance of New Securities.  Such notice shall

 

19


 

describe the type, price, and terms of the New Securities.  Each Major Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth in Section 4.1(b) before giving effect to the issuance of such New Securities.  The closing of such sale shall occur within sixty (60) days of the date notice is given to the Major Investors.

 

4.2                               Termination.  The covenants set forth in Section 4.1 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

 

5.                    Additional Covenants.

 

5.1                               Insurance.  Unless waived by the Board, the Company shall use its commercially reasonable efforts to maintain, with financially sound and reputable insurers, Directors and Officers liability insurance and term “key-person” insurance on Randal W. Scott, each in an amount and on terms and conditions satisfactory to the Board.  The key-person policy shall name the Company as loss payee, and neither policy shall be cancelable by the Company without prior approval by the Board.

 

5.2                               Employee Agreements.  The Company will cause each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement.  In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board.

 

5.3                               Employee Stock.  Unless otherwise approved by the Board, all future employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a four (4) year period, with the first twenty-five percent (25%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following thirty-six (36) months, and (ii) a market stand-off provision substantially similar to that in Section 2.11.  In addition, unless otherwise approved by the Board, the Company shall retain a “right of first refusal” on employee transfers until the Company’s IPO and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

 

5.4                               Board Matters.  Unless otherwise determined by the vote of a majority of the directors then in office, the Board shall meet at least quarterly in accordance with an agreed-upon schedule.  The Company shall reimburse the nonemployee directors for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board.  The Company shall cause to be established, as soon as

 

20

 

practicable after such request, and will maintain, an audit and compensation committee, each of which shall consist solely of non-management directors.  Each non-employee director shall be entitled in such person’s discretion to be a member of any Board committee.

 

5.5                               Successor Indemnification.  If the Company or any of its successors or assignees consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, its Certificate of Incorporation, or elsewhere, as the case may be.

 

5.6                               Termination of Covenants.  The covenants set forth in this Section 5, except for Section 5.5, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

 

6.                    Miscellaneous.

 

6.1                               Successors and Assigns.  The rights under this Agreement may be assigned (but only with all related obligations) by a Holder to a transferee of Registrable Securities that (i) is an Affiliate of a Holder; (ii) is a Holder’s Immediate Family Member or trust for the benefit of an individual Holder or one or more of such Holder’s Immediate Family Members; or (iii) after such transfer, holds at least 250,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations); provided, however, that (x) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred; and (y) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement, including the provisions of Section 2.11.  For the purposes of determining the number of shares of Registrable Securities held by a transferee, the holdings of a transferee (1) that is an Affiliate or stockholder of a Holder; (2) who is a Holder’s Immediate Family Member; or (3) that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family Member shall be aggregated together and with those of the transferring Holder; provided further that all transferees who would not qualify individually for assignment of rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices, or taking any action under this Agreement.  The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties.  Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

 

21


 

6.2                               Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, regardless of the laws that might otherwise govern under applicable principles of conflicts of law.

 

6.3                               Counterparts; Facsimile.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement may also be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

6.4                               Titles and Subtitles.  The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

 

6.5                               Notices.  All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail or facsimile during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt.  All communications shall be sent to the respective parties at their addresses as set forth on Schedule A hereto, or to the principal office of the Company and to the attention of the Chief Executive Officer, in the case of the Company, or to such email address, facsimile number, or address as subsequently modified by written notice given in accordance with this Section 6.5.  If notice is given to the Company, a copy shall also be sent to Mike Hird, Pillsbury Winthrop Shaw Pittman LLP, 12255 El Camino Real, Suite 300, San Diego, CA 92130-4088, Fax: (858) 509-4010.

 

6.6                               Amendments and Waivers.  Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the holders of a majority of the Registrable Securities then outstanding; provided that the Company may in its sole discretion waive compliance with Section 2.12(c) (and the Company’s failure to object promptly in writing after notification of a proposed assignment allegedly in violation of Section 2.12(c) shall be deemed to be a waiver); and provided further that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party.  Notwithstanding the foregoing: (a) this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment, termination, or waiver applies to all Investors in the same fashion, it being agreed that a waiver, amendment or termination of the provisions of Section 4 with respect to a particular transaction or financing shall be deemed to apply to all Investors in the same fashion if such waiver, amendment or termination does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities in such transaction or financing; provided, however, that if any Investor, individually or together with such Investor’s Affiliates, holding at least 2,500,000 shares of Registrable Securities (as adjusted for any stock

 

22


 

split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof) is allowed to participate in any such transaction or financing, then each other Investor, individually or together with such Investor’s Affiliates, holding at least 2,500,000 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof) will be offered the opportunity to participate on the same basis (although proportionate to their respective holdings of Registrable Securities); (b) the provisions of Section 6.9 may not be amended or waived without the prior written consent of the Wellington Investors holding a majority of the Registrable Securities then outstanding and held by the Wellington Investors; and (c) the proviso in the foregoing clause (a) regarding participation in financings may not be amended without the consent of each Investor holding (together with its Affiliates) at least 2,500,000 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof).  The Company shall give prompt notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination, or waiver.  Any amendment, termination, or waiver effected in accordance with this Section 6.6 shall be binding on all parties hereto, regardless of whether any such party has consented thereto.  No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

 

6.7                               Severability.  In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.

 

6.8                               Aggregation of Stock.  All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement (including, without limitation, status as a Major Investor) and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate.

 

6.9                               Wellington.  Notwithstanding any provision herein to the contrary:  (a) each “Wellington Investor” (meaning an Investor that is an advisory or subadvisory client of Wellington Management Company, LLP, and any affiliated or successor investment advisor or subadvisor thereof to the Wellington Investors, or a transferee of Registrable Securities held by such an Investor) shall be deemed to be an Affiliate of each other Wellington Investor; and (b) an entity that is an Affiliate of a Wellington Investor shall not, solely by virtue thereof, be deemed to be an Affiliate of any other Wellington Investor unless such entity is a Wellington Investor (and, for the avoidance of doubt, an Affiliate of such entity shall not be deemed an Affiliate of any Wellington Investor solely by virtue of being an Affiliate of such entity).

 

6.10                        Additional Investors.  Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Preferred Stock after the date hereof, whether pursuant to the Purchase Agreement or otherwise, any purchaser of such shares of Preferred Stock may become a party to this Agreement by executing and delivering an

 

23


 

additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder.  No action or consent by the Investors shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder.

 

6.11                        Entire Agreement.  This Agreement (including any Schedules and Exhibits hereto) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled.

 

6.12                        Costs of Enforcement.  If any party to this Agreement seeks to enforce its rights under this Agreement by legal proceedings, the non-prevailing party shall pay all costs and expenses incurred by the prevailing party, including, without limitation, all reasonable attorneys’ fees.

 

6.13                        Delays or Omissions.  No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching or nondefaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.  All remedies, whether under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

 

6.14                        Acknowledgment.  The Company acknowledges that the Investors are in the business of venture capital investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises which may have products or services which compete directly or indirectly with those of the Company.  Nothing in this Agreement shall preclude or in any way restrict the Investors from investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company.

 

6.15                        Prior Agreement Superseded.  Upon delivery of executed signature pages to this Agreement by: (i) the Company; (ii) the holders of a majority of the Registrable Securities then outstanding (for this purpose, as defined in the Prior Agreement and determined as of immediately prior to the date hereof); and (iii) the Series F Investors participating in the Initial Closing (as defined in the Purchase Agreement), this Agreement shall supersede and replace the Prior Agreement.

 

[Remainder of Page Intentionally Left Blank]

 

24


 

IN WITNESS WHEREOF, the parties have executed this Fifth Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

 

COMPANY:

 

 

 

INVITAE CORPORATION

 

 

 

 

 

By:

/s/ Randal W. Scott

 

 

Randal W. Scott

 

 

Chief Executive Officer

 

 

 

Address:

 

 

 

458 Brannan Street

 

San Francisco, CA 94107

 

Facsimile: (415) 520-9486

 

E-mail: randy.scott@invitae.com

 

[Signature Page to Investors’ Rights Agreement]

 

 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: August 26, 2014

 

 

 

HAWKES BAY MASTER INVESTORS

 

(CAYMAN) LP

 

 

 

 

 

 

 

By:

Wellington Management Company, LLP, as investment adviser

 

 

 

 

 

By:

/s/ Steven M. Hoffman

 

Name:

Steven M. Hoffman

 

Its:

Vice President and Counsel

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: August 26, 2014

 

 

 

NORTH RIVER INVESTORS (BERMUDA) L.P.

 

 

 

 

 

 

 

By:

Wellington Management Company, LLP, as investment adviser

 

 

 

 

 

By:

/s/ Steven M. Hoffman

 

Name:

Steven M. Hoffman

 

Its:

Vice President and Counsel

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: August 26, 2014

 

 

 

NORTH RIVER PARTNERS, L.P.

 

 

 

 

By:

Wellington Management Company, LLP, as investment adviser

 

 

 

 

 

By:

/s/ Steven M. Hoffman

 

Name:

Steven M. Hoffman

 

Its:

Vice President and Counsel

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: August 26, 2014

 

 

 

SALTHILL INVESTORS (BERMUDA) L.P.

 

 

 

 

By:

Wellington Management Company, LLP, as investment adviser

 

 

 

 

 

By:

/s/ Steven M. Hoffman

 

Name:

Steven M. Hoffman

 

Its:

Vice President and Counsel

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: August 26, 2014

 

 

 

SALTHILL PARTNERS, L.P.

 

 

 

 

By:

Wellington Management Company, LLP, as investment adviser

 

 

 

 

 

By:

/s/ Steven M. Hoffman

 

Name:

Steven M. Hoffman

 

Its:

Vice President and Counsel

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: August 26, 2014

 

 

 

ORBIMED PRIVATE INVESTMENTS V, L.P.

 

 

 

 

By:

OrbiMed Capital GP V LLC

 

Its:

General Partner

 

 

 

By:

OrbiMed Advisors LLC

 

Its:

Managing Member

 

 

 

 

 

 

 

By:

/s/ Carl Gordon

 

Name:

Carl Gordon

 

Title:

Member

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: August 26, 2014

 

 

 

DECHENG CAPITAL CHINA LIFE SCIENCES USD FUND I, L.P.

 

 

 

 

 

 

 

By:

/s/ Xiangmin Cui

 

 

Xiangmin Cui, Managing Director

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: August 26, 2014

 

 

 

ROCK SPRINGS CAPITAL MASTER FUND LP

 

 

 

 

By:

Rock Springs GP LLC

 

Its:

General Partner

 

 

 

 

 

 

By:

/s/ Graham McPhail

 

Name:

Graham McPhail

 

Title:

Member/Authorized Signatory

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: August 26, 2014

 

 

 

DEERFIELD SPECIAL SITUATIONS FUND, L.P.

 

 

 

 

By:

Deerfield Mgmt, L.P.

 

Its:

General Partner

 

 

 

 

By:

J.E. Flynn Capital, LLC

 

Its:

General Partner

 

 

 

 

 

 

 

By:

/s/ David J. Clark

 

 

David J. Clark

 

 

Authorized Signatory

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: August 26, 2014

 

 

 

DEERFIELD SPECIAL SITUATIONS INTERNATIONAL MASTER FUND, L.P.

 

 

 

 

By:

Deerfield Mgmt, L.P.

 

Its:

General Partner

 

 

 

 

By:

J.E. Flynn Capital, LLC

 

Its:

General Partner

 

 

 

 

 

 

 

By:

/s/ David J. Clark

 

 

David J. Clark

 

 

Authorized Signatory

 

[Signature Page to Investors’ Rights Agreement]

 

 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers (he Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below. which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: August 26, 2014

 

 

PERCEPTIVE LIFE SCIENCES MASTER FUND, LTD.

 

 

 

 

 

 

By:

/s/ James Mannix

 

 

James Mannix

 

Title:

C.O.O.

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: August 26, 2014

 

 

TITAN PERC LTD.

 

 

 

 

 

 

By:

/s/ Darren Ross

 

 

Darren Ross

 

Title:

Director

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: August 26, 2014

 

 

BROE HOLDINGS, LLC

 

 

 

 

 

 

By:

/s/ Claude Pumilia

 

 

Claude Pumilia

 

 

Chief Financial Officer and

 

 

Chief Operating Officer

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: August 26, 2014

 

 

BAKER BROTHERS LIFE SCIENCES, L.P.

 

 

 

 

By:

BAKER BROS. ADVISORS LP,

 

 

management company and investment adviser to Baker Brothers Life Sciences, L.P., pursuant to authority granted to it by Baker Brothers Life Sciences Capital, L.P., general partner to Baker Brothers Life Sciences, L.P., and not as the general partner

 

 

 

 

 

 

By:

/s/ Scott Lessing

 

 

Scott Lessing, President

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: August 26, 2014

 

 

14159, L.P.

 

 

 

By:

BAKER BROS. ADVISORS LP,

 

 

management company and investment adviser to 14159, L.P., pursuant to authority granted to it by 14159 Capital, L.P., general partner to 14159, L.P., and not as the general partner

 

 

 

 

 

By:

/s/ Scott Lessing

 

Scott Lessing, President

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: August 26, 2014

 

 

667, L.P. (account #1)

 

 

 

By:

BAKER BROS. ADVISORS LP,

 

 

management company and investment adviser to 667, L,P., pursuant to authority granted to it by Baker Biotech Capital, L.P., general partner to 667, L.P., and not as the general partner

 

 

 

 

 

 

By:

/s/ Scott Lessing

 

 

Scott Lessing, President

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: August 26, 2014

 

 

 

667, L.P. (account #2)

 

 

 

By:

BAKER BROS. ADVISORS LP,

 

 

management company and investment adviser to 667, L,P., pursuant to authority granted to it by Baker Biotech Capital, L.P., general partner to 667, L.P., and not as the general partner

 

 

 

 

 

 

By:

/s/ Scott Lessing

 

 

Scott Lessing, President

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: August 26, 2014

 

 

REDMILE CAPITAL OFFSHORE FUND II, LTD.

 

 

 

 

 

 

 

 

By:

/s/ Jeremy Green

 

 

Jeremy Green

 

 

Managing Member of the Investment Manager

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: August 26, 2014

 

 

REDMILE PRIVATE INVESTMENTS I, LP

 

 

 

 

 

 

 

 

By:

/s/ Jeremy Green

 

 

Jeremy Green

 

 

Managing Member of the GP and/or Management Company

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: August 26, 2014

 

 

REDMILE PRIVATE INVESTMENTS I AFFILIATES, LP

 

 

 

 

 

 

 

 

By:

/s/ Jeremy Green

 

 

Jeremy Green

 

 

Managing Member of the GP and/or Management Company

 

[Signature Page to Investors’ Rights Agreement]

 

 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: August 26, 2014

 

 

REDMILE SPECIAL OPPORTUNITIES FUND, LTD.

 

 

 

 

 

By:

/s/ Jeremy Green

 

 

Jeremy Green

 

 

Managing Member of the Investment Manager

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: August 26, 2014

 

 

CASDIN PARTNERS MASTER FUND, LP

 

 

 

By:

Casdin Partners, GP, LLC

 

Its:

Manager

 

 

 

 

 

By:

/s/ Eli Casdin

 

Name:

Eli Casdin

 

Its:

Managing Member

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: August 26, 2014

 

 

THOMAS, MCNERNEY & PARTNERS II, L.P.

 

 

 

By:

Thomas, McNerney & Partners II, LLC

 

Its:

General Partner

 

 

 

 

 

By:

/s/ Eric Aguiar

 

Name:

Eric Aguiar

 

Title:

Manager

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: August 26, 2014

 

 

TMP ASSOCIATES II, L.P.

 

 

 

By:

Thomas, McNerney & Partners II, LLC

 

Its:

General Partner

 

 

 

 

 

By:

/s/ Eric Aguiar

 

Name:

Eric Aguiar

 

Title:

Manager

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: August 26, 2014

 

 

TMP NOMINEE II, LLC

 

 

 

 

 

By:

/s/ Eric Aguiar

 

Name:

Eric Aguiar

 

Title:

Manager

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: August 26, 2014

 

 

/s/ Randal W. Scott

 

Randal W. Scott

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: August 26, 2014

 

 

GENOMIC HEALTH, INC.

 

 

 

 

 

By:

/s/ Kim Popovits

 

Name:

Kim Popovits

 

Title:

CEO

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: October 9, 2014

 

 

BLACKROCK GLOBAL ALLOCATION FUND, INC.

 

 

 

By:

BlackRock Investment Management, LLC

 

Its:

Investment Sub-Adviser

 

 

 

 

 

By:

/s/ David Clayton

 

Name:

David Clayton

 

Title:

Authorized Signatory

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: October 9, 2014

 

 

BLACKROCK GLOBAL ALLOCATION V.I. FUND OF BLACKROCK VARIABLE SERIES FUNDS, INC.

 

 

 

By:

BlackRock Investment Management, LLC

 

Its:

Investment Sub-Adviser

 

 

 

 

By:

/s/ David Clayton

 

Name:

David Clayton

 

Title:

Authorized Signatory

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: October 9, 2014

 

 

BLACKROCK GLOBAL ALLOCATION

 

PORTFOLIO OF BLACKROCK SERIES FUND, INC.

 

 

 

By:

BlackRock Investment Management, LLC

 

Its:

Investment Sub-Adviser

 

 

 

 

By:

/s/ David Clayton

 

Name:

David Clayton

 

Title:

Authorized Signatory

 

[Signature Page to Investors’ Rights Agreement]

 

 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: October 9, 2014

 

 

BLACKROCK GLOBAL ALLOCATION FUND (AUSTRALIA)

 

 

 

By:

BlackRock Investment Management, LLC

 

Its:

Investment Manager for BlackRock Investment Management (Australia) Limited, the Responsible Entity of BlackRock Global Allocation Fund (Australia)

 

 

 

 

 

 

 

By:

/s/ David Clayton

 

Name:

David Clayton

 

Title:

Authorized Signatory

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: October 9, 2014

 

 

MASSMUTUAL SELECT BLACKROCK GLOBAL ALLOCATION FUND

 

 

 

By:

BlackRock Investment Management, LLC

 

Its:

Investment Sub-Adviser

 

 

 

 

By:

/s/ David Clayton

 

Name:

David Clayton

 

Title:

Authorized Signatory

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: October 9, 2014

 

 

JNL/BLACKROCK GLOBAL ALLOCATION FUND OF JNL SERIES TRUST

 

 

 

By:

BlackRock Investment Management, LLC

 

Its:

Investment Sub-Adviser

 

 

 

 

By:

/s/ David Clayton

 

Name:

David Clayton

 

Title:

Authorized Signatory

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: October 9, 2014

 

 

BLACKROCK GLOBAL FUNDS — GLOBAL ALLOCATION FUND

 

 

 

By:

BlackRock Investment Management, LLC

 

Its:

Investment Sub-Adviser

 

 

 

 

By:

/s/ David Clayton

 

Name:

David Clayton

 

Title:

Authorized Signatory

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: October 9, 2014

 

 

BLACKROCK GLOBAL FUNDS — GLOBAL DYNAMIC EQUITY FUND

 

 

 

By:

BlackRock Investment Management, LLC

 

Its:

Investment Sub-Adviser

 

 

 

 

By:

/s/ David Clayton

 

Name:

David Clayton

 

Title:

Authorized Signatory

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: October 9, 2014

 

 

AZL BLACKROCK GLOBAL ALLOCATION FUND, A SERIES OF ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST

 

 

 

By:

BlackRock Investment Management, LLC

 

Its:

Investment Sub-Adviser

 

 

 

 

By:

/s/ David Clayton

 

Name:

David Clayton

 

Title:

Authorized Signatory

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: October 9, 2014

 

 

BLACKROCK GLOBAL ALLOCATION COLLECTIVE FUND

 

 

 

By:

BlackRock Institutional Trust Company, N.A.

 

Its:

Not in its individual capacity but as Trustee of the BlackRock Global Allocation Collective Fund

 

 

 

 

By:

/s/ David Clayton

 

Name:

David Clayton

 

Title:

Authorized Signatory

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: October 7, 2014

 

 

667, L.P. (account #1)

 

 

 

By:

BAKER BROS. ADVISORS LP, management company and investment adviser to 667, L.P., pursuant to authority granted to it by Baker Biotech, Capital, L.P., general partner to 667, L.P., and not as the general partner

 

 

 

By:

/s/ Scott Lessing

 

 

Scott Lessing, President

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: October 7, 2014

 

 

667, L.P. (account #2)

 

 

 

By:

BAKER BROS. ADVISORS LP, management company and investment adviser to 667, L.P., pursuant to authority granted to it by Baker Biotech Capital, L.P., general partner to 667, L.P., and not as the general partner

 

 

 

 

By:

/s/ Scott Lessing

 

 

Scott Lessing, President

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: October 7, 2014

 

 

BAKER BROTHERS LIFE SCIENCES, L.P.

 

 

 

By:

BAKER BROS. ADVISORS LP, management company and investment adviser to Baker Brothers Life Sciences, L.P., pursuant to authority granted to it by Baker Brothers Life Sciences Capital L.P., general partner to Baker Brothers Life Sciences, L.P., and not as the general partner

 

 

 

 

By:

/s/ Scott Lessing

 

 

Scott Lessing, President

 

[Signature Page to Investors’ Rights Agreement]

 


 

ADDITIONAL SIGNATURE PAGE TO

INVITAE CORPORATION

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

DATED AS OF AUGUST 26, 2014

 

The undersigned hereby executes and delivers the Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) to which this additional signature page is attached effective as the date set forth below, which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such Agreement.

 

Effective Date: October 9, 2014

 

 

GENESYS VENTURES II LP

 

 

 

By its general partner, Genesys General Partner LP

 

 

 

By its general partner, Genesys General Partner Inc.

 

 

 

By:

/s/ Kelly Holman

 

Name:

Kelly Holman

 

Its:

A/S

 

[Signature Page to Investors’ Rights Agreement]

 

 

SCHEDULE A

 

INVESTORS

 

Name and Address

 

Number of Shares of Preferred Stock Held

 

 

 

667, L.P., (account #1)

c/o Baker Bros. Advisors LP

 

 

519,040 Series D Preferred

636,078 Series E Preferred

756,292 Series F Preferred

 

 

 

667, L.P., (account #2)

c/o Baker Bros. Advisors LP

 

 

363,200 Series D Preferred

445,098 Series E Preferred

535,374 Series F Preferred

 

 

 

Baker Brothers Life Sciences, L.P.

c/o Baker Bros. Advisors LP

 

 

6,944,640 Series D Preferred

8,510,588 Series E Preferred

11,153,380 Series F Preferred

 

 

 

14159, L.P.

c/o Baker Bros. Advisors LP

 

 

173,120 Series D Preferred

212,157 Series E Preferred

54,954 Series F Preferred

 

 

 

Thomas, McNerney & Partners II, L.P.

 

 

11,206,817 Series A Preferred

5,190,524 Series C Preferred

3,222,221 Series E Preferred

2,478,250 Series F Preferred

 

 

 

TMP Nominee II, LLC

 

 

117,046 Series A Preferred

54,210 Series C Preferred

33,660 Series E Preferred

12,500 Series F Preferred

 

 

 

TMP Associates II, L.P.

 

 

39,773 Series A Preferred

18,421 Series C Preferred

12,092 Series E Preferred

9,250 Series F Preferred

 


 

Name and Address

 

Number of Shares of Preferred Stock Held

 

 

 

Genomic Health, Inc.

 

4,181,818 Series B Preferred

4,796,968 Series C Preferred

3,267,973 Series E Preferred

1,000,000 Series F Preferred

 

 

 

Randal W. Scott

 

15,715,788 Series C Preferred

3,921,568 Series E Preferred

1,000,000 Series F Preferred

 

 

 

Aaron Scott

 

 

200,000 Series C Preferred

130,718 Series E Preferred

 

 

 

Brandon Scott

 

200,000 Series C Preferred

 

 

 

Taylor Scott

 

200,000 Series C Preferred

 

 

 

Sean E. George

 

11,363 Series A Preferred

 

 

 

Michele Cargill

 

11,363 Series A Preferred

 

 

 

Alex Furman

 

11,363 Series A Preferred

 

 

 

Jon Parker

 

3,750 Series A Preferred

 

 

 

Braeden Mass

 

3,750 Series A Preferred

 


 

Name and Address

 

Number of Shares of Preferred Stock Held

 

 

 

Ravish Bhalla

 

3,864 Series A Preferred

 

 

 

The George Living Trust

 

284,090 Series A Preferred

 

 

 

Lisa Alderson

 

26,315 Series C Preferred

19,607 Series E Preferred

 

 

 

Apoletto Limited

c/o Tulloch & Co.

 

526,315 Series C Preferred

 

 

 

 

Joffre and Diana Baker 1998 Trust

 

210,526 Series C Preferred

65,359 Series E Preferred

 

 

 

Deborah E. Crowder

 

278,947 Series C Preferred

 

 

 

Genesys Ventures II LP

 

3,157,895 Series C Preferred

1,307,189 Series E Preferred

500,000 Series F Preferred

 

 

 

Todd L. Henderson

 

78,947 Series C Preferred

 

 

 

Maneesh Jain

 

105,263 Series C Preferred

65,359 Series E Preferred

 

 

 

Stephen E. Lincoln

 

36,842 Series C Preferred

 


 

Name and Address

 

Number of Shares of Preferred Stock Held

 

 

 

Donald N. and Patricia E. Scott

 

105,263 Series C Preferred

 

 

 

Morgan Stanley Custodian for Terri E. Todd

ROTH IRA

 

105,263 Series C Preferred

 

 

 

Morgan Stanley Custodian for Mike E. Todd

ROTH IRA

 

105,263 Series C Preferred

 

 

 

Casdin Partners Master Fund, LP

 

1,307,189 Series E Preferred

1,500,000 Series F Preferred

 

 

 

Redmile Private Investments I, LP

 

1,373,444 Series E Preferred

859,880 Series F Preferred

 

 

 

Redmile Private Investments I Affiliates, LP

 

640,120 Series F Preferred

 

 

 

Redmile Capital Fund, LP

 

152,433 Series E Preferred

 

 

 

Redmile Capital Offshore Fund, Ltd.

 

89,101 Series E Preferred

 


 

Name and Address

 

Number of Shares of Preferred Stock Held

 

 

 

Redmile Capital Offshore Fund II, Ltd.

 

319,159 Series E Preferred

450,443 Series F Preferred

 

 

 

Redmile Special Opportunities Fund, Ltd.

 

26,647 Series E Preferred

49,557 Series F Preferred

 

 

 

Richard E. Crowder IRA

 

202, 614 Series E Preferred

 

 

 

Brandon D. Scott 1997 Trust

 

130,718 Series E Preferred

 

 

 

Taylor E. Scott 1997 Trust

 

130,718 Series E Preferred

 

 

 

Terri E. Todd

 

26,000 Series E Preferred

 

 

 

Terri E. Todd, IRA

 

85,039 Series E Preferred

 

 

 

Mike Todd, IRA

 

85,039 Series E Preferred

 


 

Name and Address

 

Number of Shares of Preferred Stock Held

 

 

 

Diane Logan & David Logan Family

Revocable Living Trust

 

202,614 Series E Preferred

 

 

 

Douglas Andrew Gonzales

c/o Coldwell Banker

 

65,359 Series E Preferred

 

 

 

April Lynch

 

32,679 Series E Preferred

 

 

 

Geoffrey B. Nilsen

 

22,875 Series E Preferred

 

 

 

Fitzgerald Tenancy-by-the-Entirety Trust

 

19,607 Series E Preferred

 

 

 

Patty Dumond

 

22,875 Series E Preferred

 

 

 

Hawkes Bay Master Investors (Cayman) LP

c/o Wellington Management Company, LLP

 

1,216,700 Series F Preferred

 


 

Name and Address

 

Number of Shares of Preferred Stock Held

 

 

 

North River Investors (Bermuda) LP

c/o Wellington Management Company, LLP

 

765,100 Series F Preferred

 

 

 

North River Partners, L.P.

c/o Wellington Management Company, LLP

 

1,760,200 Series F Preferred

 

 

 

Salthill Investors (Bermuda) L.P.

c/o Wellington Management Company, LLP

 

512,200 Series F Preferred

 

 

 

Salthill Partners, L.P.

c/o Wellington Management Company, LLP

 

745,800 Series F Preferred

 

 

 

ORBIMED PRIVATE INVESTMENTS V, L.P.

 

2,500,000 Series F Preferred

 

 

 

Decheng Capital China Life Sciences USD Fund I, L.P.

 

2,000,000 Series F Preferred

 


 

Name and Address

 

Number of Shares of Preferred Stock Held

 

 

 

Rock Springs Capital Master Fund LP

 

1,500,000 Series F Preferred

 

 

 

Deerfield Special Situations Fund, L.P.

c/o Deerfield Management Company

 

555,000 Series F Preferred

 

 

 

Deerfield Special Situations International Master Fund, L.P.

c/o Deerfield Management Company

 

445,000 Series F Preferred

 

 

 

Perceptive Life Sciences Master Fund, Ltd.

 

867,500 Series F Preferred

 

 

 

Titan Perc Ltd.

 

132,500 Series F Preferred

 

 

 

Broe Holdings, LLC

 

1,000,000 Series F Preferred

 


 

Name and Address

 

Number of Shares of Preferred Stock Held

 

 

 

AZL BlackRock Global Allocation Fund, a Series of Allianz Variable Insurance Products Trust

c/o Global Allocation Group

 

186,439 Series F Preferred

 

 

 

BlackRock Global Allocation Collective Fund

c/o Global Allocation Group

 

429,424 Series F Preferred

 

 

 

BlackRock Global Allocation Fund (Australia)

c/o Global Allocation Group

 

247,498 Series F Preferred

 

 

 

BlackRock Global Allocation Fund, Inc.

c/o Global Allocation Group

 

14,195,190 Series F Preferred

 

 

 

BlackRock Global Allocation Portfolio of BlackRock Series Fund, Inc.

c/o Global Allocation Group

 

64,815 Series F Preferred

 


 

Name and Address

 

Number of Shares of Preferred Stock Held

 

 

 

BlackRock Global Allocation V.I. Fund of BlackRock Variable Series Funds, Inc.

c/o Global Allocation Group

 

2,896,633 Series F Preferred

 

 

 

BlackRock Global Funds — Global Allocation Fund

c/o Global Allocation Group

 

5,603,429 Series F Preferred

 

 

 

BlackRock Global Funds — Global Dynamic Equity Fund

c/o Global Allocation Group

 

369,458 Series F Preferred

 

 

 

JNL/BlackRock Global Allocation Fund of JNL Series Trust

c/o Global Allocation Group

 

839,273 Series F Preferred

 

 

 

MassMutual Select BlackRock Global Allocation Fund

c/o Global Allocation Group

 

167,841 Series F Preferred

 


 EX-4.3 3 filename3.htm

Exhibit 4.3

 

OMNIBUS APPROVAL AND AMENDMENT

 

WITH RESPECT TO:

 

·                                          SERIES F PREFERRED STOCK PURCHASE AGREEMENT;

 

·                                          FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT; AND

 

·                                          FIFTH AMENDED AND RESTATED VOTING AGREEMENT

 

This Omnibus Approval and Amendment (this “Amendment”) is entered into as of October     , 2014 (the “Effective Date”), by and among Invitae Corporation, a Delaware corporation (the “Company”), and the following parties:

 

·                  with respect to that certain Series F Preferred Stock Purchase Agreement (the “Purchase Agreement”), dated as of August 26, 2014, by and among the Company and the “Purchasers” party thereto, the undersigned holders of Series F Preferred Stock which, collectively, represent a Majority-In-Interest (as contemplated by Section 6.9 of the Purchase Agreement for purposes of determining the requisite approvals necessary to amend and/or waive terms of the Purchase Agreement);

 

·                  with respect to that certain Fifth Amended and Restated Investors’ Rights Agreement (the “Investors’ Rights Agreement”), dated as of August 26, 2014, by and among the Company and the “Investors” party thereto, the undersigned stockholders which, collectively, represent the holders of a majority of the outstanding Registrable Securities (with such capitalized terms having the meaning set forth in the Investor’s Rights Agreement and as contemplated by Section 6.6 of the Investor’s Rights Agreement for purposes of determining the requisite approvals necessary to amend and/or waive terms of the Investor’s Rights Agreement);

 

·                  with respect to that certain Fifth Amended and Restated Voting Agreement (the “Voting Agreement”), dated as of August 26, 2014, by and among the Company and the “Stockholders” party thereto, the undersigned stockholders which, collectively, represent the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the shares of Preferred Stock held by the Investors (voting as a single class and on an as converted basis) (with such capitalized terms having the meaning set forth in the Voting Agreement and as contemplated by Section 5.8 of the Voting Agreement for purposes of determining the requisite approvals necessary to amend and/or waive terms of the Voting Agreement); and

 

·                  The entities identified as “Subsequent Purchasers” on Schedule A hereto, whereby each such Subsequent Purchaser is participating in the final Subsequent Closing of the sale and issuance of Series F Preferred Stock pursuant to the Purchase Agreement, as amended hereby (the “Final Closing”).

 

This Amendment is entered into with reference to the following facts:

 


 

A.                                    Capitalized terms that are used but are not otherwise defined herein shall have the meaning ascribed to such term in the Purchase Agreement.

 

B.                                    The Company and certain investors (including the Majority-In-Interest) are parties to the Purchase Agreement pursuant to which the Company has, prior to the Effective Date, issued and sold 24,500,000 shares of Series F Preferred Stock as part of the Initial Closing.

 

C.                                    The Company and certain stockholders of the Company are parties to: (i) the Investors’ Rights Agreement; (ii) Voting Agreement; and (iii) the Fifth Amended and Restated Right of First Refusal and Co-Sale Agreement (together with the Purchase Agreement, the Investors’ Rights Agreement and the Voting Agreement, the “Transaction Documents”).

 

D.                                    Prior to the issuance of shares of Series F Preferred Stock to the Subsequent Purchasers, the Restated Certificate is being amended and restated pursuant to an Amended and Restated Certificate of Incorporation in substantially the form attached hereto as Exhibit A (the “Amended and Restated Charter”) to, among other things: (i) increase the total number of shares of Common Stock authorized to be issued by 25,000,000 shares (i.e., from 135,131,524 shares to 160,131,524 shares); (ii) increase the total number of shares of Preferred Stock (as defined in the Restated Certificate) authorized to be issued by 25,000,000 shares (i.e., from 116,131,524 shares to 141,131,524 shares); and (iii) increase the total number of shares of Series F Preferred Stock authorized to be issued by 25,000,000 shares (i.e., from 35,000,000 shares to 60,000,000 shares).

 

E.                                     The parties hereto desire to: (i) provide for the issuance and sale pursuant to the Purchase Agreement as amended hereby of an additional 25,000,000 shares of Series F Preferred Stock for a total issuance and sale, pursuant to the Purchase Agreement, of 60,000,000 shares of Series F Preferred Stock (which is an increase beyond the maximum amount of up to 35,000,000 shares of Series F Preferred Stock originally contemplated by the Purchase Agreement); (ii) amend the Investors’ Rights Agreement and the Voting Agreement as provided herein in connection with issuance and sale of such additional shares of Series F Preferred Stock; (iii) confirm that the Subsequent Purchasers are parties to the Transaction Documents (as amended hereby) as purchasers of Series F Preferred Stock pursuant to the Purchase Agreement; (iv) amend and/or waive the terms and provisions of the Purchase Agreement (as well as any terms and provisions of the other Transaction Documents) to the extent necessary to provide for the issuance and sale of the Series F Preferred Stock contemplated hereby; and (v) confirm their consent and approval for all actions necessary or appropriate for the Company to provide for and implement the arrangements contemplated by the foregoing clauses (i), (ii), (iii) and (iv).

 

NOW, THEREFORE, the parties hereto agree as follows:

 

1.                                      Issuance as Part of Final Closing.  The issuance and sale to the Subsequent Purchasers as part of the Final Closing pursuant to the Purchase Agreement as amended hereby of 35,500,000 shares of Series F Preferred Stock for a total issuance and sale, pursuant to the Purchase Agreement, of 60,000,000 shares of Series F Preferred Stock (which is an increase beyond the maximum amount of up to 35,000,000 shares of Series F Preferred Stock originally contemplated by the Purchase Agreement) is hereby ratified, confirmed and approved.

 

2


 

2.                                      Parties to Transaction Documents; Signature Pages; Representations and Warranties.

 

(a)                                 The Subsequent Purchasers are intended for all purposes to be parties to the Transaction Documents as amended hereby as purchasers of Series F Preferred Stock pursuant to the Purchase Agreement (and as contemplated, respectively, by each of the other Transaction Documents).

 

(b)                                 Upon delivery of executed signature pages to each of the Transaction Documents, each of the Subsequent Purchasers shall be considered a “Purchaser” as such term is defined in and under the Purchase Agreement and an “Investor” as such term is defined in and under the other Transaction Documents; accordingly, each of the Subsequent Purchasers shall be entitled to the applicable rights and privileges, and be bound by the applicable obligations, all as set forth in each of the respective Transaction Documents as amended hereby.

 

(c)                                  The Company hereby represents and warrants to the Subsequent Purchasers that, except as set forth on the Disclosure Schedule as well as any supplement to the Disclosure Schedule delivered to the Subsequent Purchasers pursuant to Section 3(c) hereof, which exceptions shall be deemed to be part of the representations and warranties made hereunder, the representations and warranties of the Company contained in Sections 2.1 through 2.30 of the Purchase Agreement are true and complete as of the date of the Final Closing (except those representations and warranties which address matters only as of a particular date, which shall have been true and correct in all respects only as of such particular date).

 

3.                                      Conditions to Subsequent Purchaser’s Obligations at Final Closing.  The obligations of each Subsequent Purchaser to purchase the Shares at the Final Closing are subject to the fulfillment, on or before the Final Closing, of each of the following conditions, unless otherwise waived:

 

(a)                                 Representations and Warranties. The representations and warranties of the Company contained in Sections 2.1 through 2.30 of the Purchase Agreement shall be true and correct in all respects as of the Final Closing (except those representations and warranties which address matters only as of a particular date, which shall have been true and correct in all respects only as of such particular date), in each case as qualified by the information contained in the Disclosure Schedule as well as any supplement to the Disclosure Schedule delivered to the Subsequent Purchasers pursuant to Section 3(c) hereof.

 

(b)                                 Amended and Restated Charter.  The Company shall have filed the Amended and Restated Charter with the Secretary of State of the State of Delaware.

 

(c)                                  Officer’s Certificate.  The Chief Executive Officer of the Company shall deliver to the Subsequent Purchasers a certificate certifying that the representations and warranties of the Company contained in Section 2 of the Purchase Agreement are true and correct in all respects as of the Final Closing (except those representations and warranties which address matters only as of a particular date, which shall have been true and correct in all respects only as of such particular date), in each case as qualified by the information contained in the Disclosure

 

3


 

Schedule as well as any supplement to the Disclosure Schedule that accompanies such certificate.

 

(d)                                 Secretary’s Certificate. The Secretary of the Company shall have delivered to Subsequent Purchasers at the Final Closing a certificate certifying (i) the Bylaws of the Company, (ii) resolutions of the Board of the Company approving the transactions contemplated by this Amendment, and (iii) resolutions of the stockholders of the Company approving the Amended and Restated Charter.

 

(e)                                  Opinion of Company Counsel.  Such Subsequent Purchaser shall have received from Pillsbury Winthrop Shaw Pittman LLP, counsel for the Company, an opinion, dated as of the Final Closing, in substantially the form of Exhibit G attached to the Purchase Agreement, updated to account for the issuance of Series F Preferred Stock that took place at the Initial Closing.

 

(f)                                   Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Final Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to Subsequent Purchasers, and the Subsequent Purchasers (or their counsel) shall have received all such counterpart original and certified or other copies of such documents as reasonably requested. Such documents may include good standing certificates.

 

4.              Amendments to Investor’s Rights Agreement.

 

(a)                                 Effective upon the Final Closing, Section 2.1(a) of the Investors’ Rights Agreement is hereby amended and restated as follows:

 

“(a)                           Form S-1 Demand.  If at any time after the earlier of (i) eighteen (18) months after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of twenty percent (20%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding if the anticipated aggregate offering price, net of Selling Expenses, is not less than $5 million, then the Company shall (i) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1 (c) and (d) and Section 2.3.”

 

(b)                                 Effective upon the Final Closing, Section 2.13 of the Investors’ Rights Agreement is hereby amended and restated as follows:

 

4


 

“2.13                  Termination of Registration Rights.  The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Section 2.1 or Section 2.2 shall terminate upon the earliest to occur of:

 

(a)                                 the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, and distribution of proceeds to or escrow for the benefit of the Holders in accordance with the Company’s Certificate of Incorporation in effect immediately prior to such transaction; and

 

(b)                                 the seventh anniversary of the IPO.”

 

(c)                                  Effective upon the Final Closing, clause (iii) of Section 3.3 of the Investors’ Rights Agreement are hereby amended and restated as follows:

 

“(iii) upon the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, pursuant to which the Investors receive only cash and/or marketable securities, and distribution of proceeds to or escrow for the benefit of the Holders in accordance with the Company’s Certificate of Incorporation in effect immediately prior to such transaction.”

 

(d)                                 Effective upon the Final Closing, a new Section 3.5(d) is added to the Investors’ Rights Agreement as follows:

 

“(d)                           As long as BlackRock, Inc., together with its affiliates (collectively, “BlackRock”), holds at least fifty percent (50%) of the shares of Series F Preferred Stock purchased by BlackRock from the Company, the Company shall invite a representative of BlackRock to attend all meetings of the Board and its audit committee in a non-voting capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided that the Company reserves the right to exclude such representative from access to any of such materials or meetings or portions thereof if and to the extent that (i) in the good faith judgment of a majority of the directors of the Company after obtaining the advice of counsel such exclusion is reasonably necessary to preserve the attorney-client privilege, (ii) in the good faith judgment of a majority of the directors of the Company, such access would materially impair the due consideration by the Board of any matter, or (iii) any third party has, with respect to materials or information to be distributed to or considered by the Board, requested or required that such information not be shared beyond a group which does not include such representative.  BlackRock, Inc. shall cause such representative to hold in confidence all information provided under this Section 3.5(d) to the same extent an Investor is required to keep information obtained by it hereunder confidential pursuant to the provisions of Section 3.4.  Upon request, the Company shall exercise commercially reasonable efforts to provide BlackRock’s designated representative with the ability to attend meetings of the Board and its audit committee by telephone.”

 

5


 

(e)                                  Effective upon the Final Closing, Section 4.1(d) of the Investors’ Rights Agreement is hereby amended and restated as follows:

 

“(d)                           The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Certificate of Incorporation), except that for purposes of this Section 4.1(d), Exempted Securities shall not include securities that are otherwise excluded from the anti-dilution provisions of the Company’s Certificate of Incorporation by consent of the requisite holders of Preferred Stock pursuant to Section 4.4.1(d)(xi) of Part B of Article Fourth of the Company’s Certificate of Incorporation as in effect on the date hereof and thus considered Exempted Securities under the Company’s Certificate of Incorporation; and (ii) shares of Common Stock issued in the IPO.”

 

(f)                                   Effective upon the Final Closing, clause (iii) of Section 4.2 of the Investors’ Rights Agreement is hereby amended and restated as follows:

 

“(iii) upon the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, and distribution of proceeds to or escrow for the benefit of the Holders in accordance with the Company’s Certificate of Incorporation in effect immediately prior to such transaction, whichever event occurs first.”

 

(g)                                  Effective upon the Final Closing, clause (iii) of Section 5.6 of the Investors’ Rights Agreement is hereby amended and restated as follows:

 

“(iii) upon the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, and distribution of proceeds to or escrow for the benefit of the Holders in accordance with the Company’s Certificate of Incorporation in effect immediately prior to such transaction, whichever event occurs first.”

 

5.              Amendments to Voting Agreement.

 

(a)                                 Effective upon the Final Closing, clause (iv) of Section 2.3(e) of the Voting Agreement is hereby amended and restated as follows:

 

“(iv) the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company’s Certificate of Incorporation in effect immediately prior to the Proposed Sale; and”

 

(b)                                 Effective upon the Final Closing, a new Section 2.3(g) is added to the Voting Agreement as follows (and the “; and” following Section 2.3(e) is moved to replace the period at the end of Section 2.3(f)):

 

6


 

“(g) no Investor shall be bound by any restrictive covenant in connection with a Sale of the Company that restricts its ability to conduct its business (such as a covenant not to compete) or places any similar business limitation on such Investor unless such Investor expressly agrees to such restrictive covenant in its discretion.”

 

(c)                                  Effective upon the Final Closing, new clauses (x), (xi) and (xii) are added to Section 5.8 of the Voting Agreement as follows (and the “; and” following clause (viii) as well as the “.” following clause (ix) of such Section 5.8 are replaced with “;”):

 

“(x)                           Section 2 of this Agreement shall not be amended or waived in a manner that is adverse to the holders of any series of the Preferred Stock but shall not similarly affect all of the holders of Preferred Stock without the written consent of the holders of a majority of the outstanding shares of such adversely affected series of Preferred Stock (voting or consenting exclusively, as a separate class), and this clause (x) shall not be amended or waived without the written consent of the holders of a majority of the outstanding shares of each series of the Preferred Stock (voting or consenting exclusively, as separate classes);

 

(xi)                              Section 2.3(g) of this Agreement and this clause (xi) shall not be amended or waived without the written consent of the holders of a majority of the outstanding shares of each series of the Preferred Stock (voting or consenting exclusively, as separate classes); and

 

(xii) Clause (iv) of Section 2.3(e) of this Agreement shall not be amended or waived if such amendment or waiver would result in or permit (at the time of such amendment or in the future) distribution of the aggregate consideration receivable by holders of a series of Preferred Stock other than in accordance with the liquidation preference to which the holders of such series of Preferred Stock would be entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company’s Certificate of Incorporation in effect immediately prior to a Proposed Sale without the written consent of the holders of a majority of the outstanding shares of such series of Preferred Stock (voting or consenting exclusively, as separate classes) and this clause (xii) shall not be amended or waived without the written consent of the holders of a majority of the outstanding shares of each series of the Preferred Stock (each voting or consenting exclusively, as separate classes).”

 

6.                                      Amendment/Waiver.  Without limiting the specific amendments set forth herein, the terms and provisions of the Transaction Documents are hereby amended and/or waived to the extent necessary to provide for the transactions and arrangements contemplated hereby.

 

7.                                      Confirmation.  Each party hereto hereby confirms its consent and approval for all actions necessary or appropriate for the Company to provide for and implement the arrangements contemplated by this Amendment.

 

8.                                      Inconsistency.  To the extent that any provision of any of the Transaction Documents is inconsistent with any of the transactions and arrangements contemplated by this Amendment, each and every such inconsistency, and any and all related breaches or defaults, are hereby waived, and any and all claims as a result thereof are hereby released, by the Company, each of the undersigned stockholders of the Company and each of the Subsequent Purchasers.

 

7


 

9.                                      Full Force and Effect.  The Transaction Documents, as amended and/or waived hereby, remain in full force and effect.

 

10.                               Counterparts; Fax.  This Amendment may be (i) executed in multiple counterparts, each of which shall be deemed an original and together shall constitute one document, and (ii) executed and delivered by facsimile (and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other parties).

 

[SIGNATURE PAGES FOLLOW]

 

8

 

IN WITNESS WHEREOF, the parties have executed this Omnibus Approval and Amendment as of the Effective Date.

 

COMPANY:

 

INVITAE CORPORATION

 

 

By:

/s/ Randal W. Scott

 

Name:

Randal W. Scott

 

Title:

Chief Executive Officer

 

 

 

Address:

 

458 Brannan Street

 

San Francisco, CA 94107

 

Facsimile: (415)520-9486

 

E-mail: randy.scott@invitae.com

 

 

9


 

SIGNATURE PAGE TO

INVITAE CORPORATION

OMNIBUS APPROVAL AND AMENDMENT

DATED AS OF OCTOBER 9, 2014

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment (the “Amendment”) to which this additional signature page is attached effective as the Effective Date (as defined in the Amendment), which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of the Amendment.

 

 

 

BLACKROCK GLOBAL ALLOCATION FUND, INC.

 

 

 

By:

BlackRock Investment Management, LLC

 

Its:

Investment Sub-Adviser

 

 

 

By:

/s/ David Clayton

 

Name:

David Clayton

 

Title:

Authorized Signatory

 

Note:      Below information is only relevant for Purchasers in Final Closing

 

14,195,190

-

Shares of Series F Preferred Stock Purchased in Final Closing

 

 

 

 

$28,390,380

-

Aggregate Purchase Price for Final Closing Investment

 

[Signature page to Omnibus Approval and Amendment]

 


 

SIGNATURE PAGE TO

INVITAE CORPORATION

OMNIBUS APPROVAL AND AMENDMENT

DATED AS OF OCTOBER 9, 2014

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment (the “Amendment”) to which this additional signature page is attached effective as the Effective Date (as defined in the Amendment), which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of the Amendment.

 

 

 

BLACKROCK GLOBAL ALLOCATION FUND, V.I. FUND OF BLACKROCK VARIABLE SERIES FUNDS, INC.

 

 

 

By:

BlackRock Investment Management, LLC

 

Its:

Investment Sub-Adviser

 

 

 

By:

/s/ David Clayton

 

Name:

David Clayton

 

Title:

Authorized Signatory

 

Note:      Below information is only relevant for Purchasers in Final Closing

 

2,896,633

-

Shares of Series F Preferred Stock Purchased in Final Closing

 

 

 

 

$5,793,266

-

Aggregate Purchase Price for Final Closing Investment

 

[Signature page to Omnibus Approval and Amendment]

 


 

SIGNATURE PAGE TO

INVITAE CORPORATION

OMNIBUS APPROVAL AND AMENDMENT

DATED AS OF OCTOBER 9, 2014

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment (the “Amendment”) to which this additional signature page is attached effective as the Effective Date (as defined in the Amendment), which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of the Amendment.

 

 

BLACKROCK GLOBAL ALLOCATION PORTFOLIO OF BLACKROCK SERIES FUND, INC.

 

 

 

By:

BlackRock Investment Management, LLC

 

Its:

Investment Sub-Adviser

 

 

 

By:

/s/ David Clayton

 

Name:

David Clayton

 

Title:

Authorized Signatory

 

Note:      Below information is only relevant for Purchasers in Final Closing

 

64,815

-

Shares of Series F Preferred Stock Purchased in Final Closing

 

 

 

 

$129,630

-

Aggregate Purchase Price for Final Closing Investment

 

[Signature page to Omnibus Approval and Amendment]

 


 

SIGNATURE PAGE TO

INVITAE CORPORATION

OMNIBUS APPROVAL AND AMENDMENT

DATED AS OF OCTOBER 9, 2014

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment (the “Amendment”) to which this additional signature page is attached effective as the Effective Date (as defined in the Amendment), which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of the Amendment.

 

 

BLACKROCK GLOBAL ALLOCATION FUND (AUSTRALIA)

 

 

 

By:

BlackRock Investment Management, LLC

 

Its:

Investment Manager for BlackRock Investment Management (Australia) Limited, the Responsible Entity of BlackRock Global Allocation Fund (Australia)

 

 

 

By:

/s/ David Clayton

 

Name:

David Clayton

 

Title:

Authorized Signatory

 

Note:      Below information is only relevant for Purchasers in Final Closing

 

247,498

-

Shares of Series F Preferred Stock Purchased in Final Closing

 

 

 

 

$494,996

-

Aggregate Purchase Price for Final Closing Investment

 

[Signature page to Omnibus Approval and Amendment]

 


 

SIGNATURE PAGE TO

INVITAE CORPORATION

OMNIBUS APPROVAL AND AMENDMENT

DATED AS OF OCTOBER 9, 2014

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment (the “Amendment”) to which this additional signature page is attached effective as the Effective Date (as defined in the Amendment), which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of the Amendment.

 

 

 

MASSMUTUAL SELECT BLACKROCK GLOBAL ALLOCATION FUND

 

 

 

By:

BlackRock Investment Management, LLC

 

Its:

Investment Sub-Adviser

 

 

 

By:

/s/ David Clayton

 

Name:

David Clayton

 

Title:

Authorized Signatory

 

Note:      Below information is only relevant for Purchasers in Final Closing

 

167,841

-

Shares of Series F Preferred Stock Purchased in Final Closing

 

 

 

 

$335,682

-

Aggregate Purchase Price for Final Closing Investment

 

[Signature page to Omnibus Approval and Amendment]

 


 

SIGNATURE PAGE TO

INVITAE CORPORATION

OMNIBUS APPROVAL AND AMENDMENT

DATED AS OF OCTOBER 9, 2014

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment (the “Amendment”) to which this additional signature page is attached effective as the Effective Date (as defined in the Amendment), which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of the Amendment.

 

 

 

JNL/BLACKROCK GLOBAL ALLOCATION FUND OF JNL SERIES TRUST

 

 

 

By:

BlackRock Investment Management, LLC

 

Its:

Investment Sub-Adviser

 

 

 

By:

/s/ David Clayton

 

Name:

David Clayton

 

Title:

Authorized Signatory

 

Note:      Below information is only relevant for Purchasers in Final Closing

 

839,273

-

Shares of Series F Preferred Stock Purchased in Final Closing

 

 

 

 

$1,678,546

-

Aggregate Purchase Price for Final Closing Investment

 

[Signature page to Omnibus Approval and Amendment]

 


 

SIGNATURE PAGE TO

INVITAE CORPORATION

OMNIBUS APPROVAL AND AMENDMENT

DATED AS OF OCTOBER 9, 2014

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment (the “Amendment”) to which this additional signature page is attached effective as the Effective Date (as defined in the Amendment), which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of the Amendment.

 

 

 

BLACKROCK GLOBAL FUNDS — GLOBAL ALLOCATION FUND

 

 

 

By:

BlackRock Investment Management, LLC

 

Its:

Investment Sub-Adviser

 

 

 

By:

/s/ David Clayton

 

Name:

David Clayton

 

Title:

Authorized Signatory

 

Note:      Below information is only relevant for Purchasers in Final Closing

 

5,603,429

-

Shares of Series F Preferred Stock Purchased in Final Closing

 

 

 

 

$11,206,858

-

Aggregate Purchase Price for Final Closing Investment

 

[Signature page to Omnibus Approval and Amendment]

 


 

SIGNATURE PAGE TO

INVITAE CORPORATION

OMNIBUS APPROVAL AND AMENDMENT

DATED AS OF OCTOBER 9, 2014

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment (the “Amendment”) to which this additional signature page is attached effective as the Effective Date (as defined in the Amendment), which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of the Amendment.

 

 

 

BLACKROCK GLOBAL FUNDS — GLOBAL DYNAMIC EQUITY FUND

 

 

 

By:

BlackRock Investment Management, LLC

 

Its:

Investment Sub-Adviser

 

 

 

By:

/s/ David Clayton

 

Name:

David Clayton

 

Title:

Authorized Signatory

 

Note:      Below information is only relevant for Purchasers in Final Closing

 

369,458

-

Shares of Series F Preferred Stock Purchased in Final Closing

 

 

 

 

$738,916

-

Aggregate Purchase Price for Final Closing Investment

 

[Signature page to Omnibus Approval and Amendment]

 


 

SIGNATURE PAGE TO

INVITAE CORPORATION

OMNIBUS APPROVAL AND AMENDMENT

DATED AS OF OCTOBER 9, 2014

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment (the “Amendment”) to which this additional signature page is attached effective as the Effective Date (as defined in the Amendment), which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of the Amendment.

 

 

 

AZL BLACKROCK GLOBAL ALLOCATION FUND, A SERIES OF ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST

 

 

 

By:

BlackRock Investment Management, LLC

 

Its:

Investment Sub-Adviser

 

 

 

By:

/s/ David Clayton

 

Name:

David Clayton

 

Title:

Authorized Signatory

 

Note:      Below information is only relevant for Purchasers in Final Closing

 

186,439

-

Shares of Series F Preferred Stock Purchased in Final Closing

 

 

 

 

$372,878

-

Aggregate Purchase Price for Final Closing Investment

 

[Signature page to Omnibus Approval and Amendment]

 

 

SIGNATURE PAGE TO

INVITAE CORPORATION

OMNIBUS APPROVAL AND AMENDMENT

DATED AS OF OCTOBER 7, 2014

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment (the “Amendment”) to which this additional signature page is attached effective as the Effective Date (as defined in the Amendment), which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of the Amendment.

 

 

 

667, L.P. (account #1)

 

 

 

By:

BAKER BROS. ADVISORS LP,

 

 

management company and investment adviser to 667, L.P., pursuant to authority granted to it by Baker Biotech Capital, L.P., general partner to 667, L.P., and not as the general partner

 

 

 

 

 

 

 

By:

/s/ Scott Lessing

 

 

Scott Lessing, President

 

Note:  Below information is only relevant for Purchasers in Final Closing

 

629,600

-

Shares of Series F Preferred Stock Purchased in Final Closing

 

 

 

$1,259,200.00

-

Aggregate Purchase Price for Final Closing Investment

 

[Signature page to Omnibus Approval and Amendment]

 


 

SIGNATURE PAGE TO

INVITAE CORPORATION

OMNIBUS APPROVAL AND AMENDMENT

DATED AS OF OCTOBER 7, 2014

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment (the “Amendment”) to which this additional signature page is attached effective as the Effective Date (as defined in the Amendment), which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of the Amendment.

 

 

 

667, L.P. (account #2)

 

 

 

By:

BAKER BROS. ADVISORS LP,

 

 

management company and investment adviser to 667, L.P., pursuant to authority granted to it by Baker Biotech Capital, L.P., general partner to 667, L.P., and not as the general partner

 

 

 

 

 

By:

/s/ Scott Lessing

 

 

Scott Lessing, President

 

Note:  Below information is only relevant for Purchasers in Final Closing

 

447,230

-

Shares of Series F Preferred Stock Purchased in Final Closing

 

 

 

$894,460

-

Aggregate Purchase Price for Final Closing Investment

 

[Signature page to Omnibus Approval and Amendment]

 


 

SIGNATURE PAGE TO

INVITAE CORPORATION

OMNIBUS APPROVAL AND AMENDMENT

DATED AS OF OCTOBER 7, 2014

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment (the “Amendment”) to which this additional signature page is attached effective as the Effective Date (as defined in the Amendment), which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of the Amendment.

 

 

 

BAKER BROTHERS LIFE SCIENCES, L.P.

 

 

 

By:

BAKER BROS. ADVISORS LP,

 

 

management company and investment adviser to Baker Brothers Life Sciences, L.P., pursuant to authority granted to it by Baker Brothers Life Sciences Capital, L.P., general partner to Baker Brothers Life Sciences, L.P., and not as the general partner

 

 

 

 

 

 

 

By:

/s/ Scott Lessing

 

 

Scott Lessing, President

 

Note:  Below information is only relevant for Purchasers in Final Closing

 

8,923,170

-

Shares of Series F Preferred Stock Purchased in Final Closing

 

 

 

$17,846,340

-

Aggregate Purchase Price for Final Closing Investment

 

[Signature page to Omnibus Approval and Amendment]

 


 

SIGNATURE PAGE TO

INVITAE CORPORATION

OMNIBUS APPROVAL AND AMENDMENT

DATED AS OF OCTOBER 7, 2014

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment (the “Amendment”) to which this additional signature page is attached effective as the Effective Date (as defined in the Amendment), which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of the Amendment.

 

 

 

14159, L.P.

 

 

 

By:

BAKER BROS. ADVISORS LP,

 

 

management company and investment adviser to 14159, L.P., pursuant to authority granted to it by 14159 Capital, L.P., general partner to 14159, and not as the general partner

 

 

 

 

 

 

 

By:

/s/ Scott Lessing

 

 

Scott Lessing, President

 

Note:  Below information is only relevant for Purchasers in Final Closing

 

 

-

Shares of Series F Preferred Stock Purchased in Final Closing

 

 

 

 

-

Aggregate Purchase Price for Final Closing Investment

 

[Signature page to Omnibus Approval and Amendment]

 


 

SIGNATURE PAGE TO

INVITAE CORPORATION

OMNIBUS APPROVAL AND AMENDMENT

DATED AS OF OCTOBER 9, 2014

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment (the “Amendment”) to which this additional signature page is attached effective as the Effective Date (as defined in the Amendment), which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of the Amendment.

 

 

 

GENESYS VENTURES II LP

 

 

 

By its general partner, Genesys General Partner LP

 

 

 

By its general partner, Genesys General Partner Inc.

 

 

 

 

 

By:

/s/ Kelly Holman

 

Name:

Kelly Holman

 

Title:

A/S

 

Note:  Below information is only relevant for Purchasers in Final Closing

 

500,000

-

Shares of Series F Preferred Stock Purchased in Final Closing

 

 

 

$1,000,000

-

Aggregate Purchase Price for Final Closing Investment

 

[Signature page to Omnibus Approval and Amendment]

 


 

SIGNATURE PAGE TO

INVITAE CORPORATION

OMNIBUS APPROVAL AND AMENDMENT

DATED AS OF OCTOBER 9, 2014

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment (the “Amendment”) to which this additional signature page is attached effective as the Effective Date (as defined in the Amendment), which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of the Amendment.

 

 

 

CASDIN PARTNERS MASTER FUND, LP

 

 

 

By:

Casdin Partners, GP, LLC

 

Its:

Manager

 

 

 

 

 

 

 

By:

/s/ Eli Casdin

 

Name:

Eli Casdin

 

Its:

Managing Member

 

Note:  Below information is only relevant for Purchasers in Final Closing

 

 

-

Shares of Series F Preferred Stock Purchased in Final Closing

 

 

 

 

-

Aggregate Purchase Price for Final Closing Investment

 

[Signature page to Omnibus Approval and Amendment]

 


 

SIGNATURE PAGE TO

INVITAE CORPORATION

OMNIBUS APPROVAL AND AMENDMENT

DATED AS OF OCTOBER 9, 2014

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment (the “Amendment”) to which this additional signature page is attached effective as the Effective Date (as defined in the Amendment), which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of the Amendment.

 

 

 

/s/ Randal W. Scott

 

Randal W. Scott

 

Note:  Below information is only relevant for Purchasers in Final Closing

 

 

-

Shares of Series F Preferred Stock Purchased in Final Closing

 

 

 

 

-

Aggregate Purchase Price for Final Closing Investment

 

[Signature page to Omnibus Approval and Amendment]

 


 

SIGNATURE PAGE TO

INVITAE CORPORATION

OMNIBUS APPROVAL AND AMENDMENT

DATED AS OF OCTOBER 7, 2014

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment (the “Amendment”) to which this additional signature page is attached effective as the Effective Date (as defined in the Amendment), which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of the Amendment.

 

 

 

GENOMIC HEALTH, INC.

 

 

 

 

 

By:

/s/ Brad Cole

 

Name:

Brad Cole

 

Title:

COO & CFO

 

Note:  Below information is only relevant for Purchasers in Final Closing

 

 

-

Shares of Series F Preferred Stock Purchased in Final Closing

 

 

 

 

-

Aggregate Purchase Price for Final Closing Investment

 

[Signature page to Omnibus Approval and Amendment]

 


 

SIGNATURE PAGE TO

INVITAE CORPORATION

OMNIBUS APPROVAL AND AMENDMENT

DATED AS OF OCTOBER 9, 2014

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment (the “Amendment”) to which this additional signature page is attached effective as the Effective Date (as defined in the Amendment), which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of the Amendment.

 

 

 

BROE HOLDINGS, LLC

 

 

 

 

 

By:

/s/ Pat Broe

 

 

Pat Broe

 

 

Manager

 

Note: Below information is only relevant for Purchasers in Final Closing

 

 

-

Shares of Series F Preferred Stock Purchased in Final Closing

 

 

 

 

-

Aggregate Purchase Price for Final Closing Investment

 

[Signature page to Omnibus Approval and Amendment]

 


 

SIGNATURE PAGE TO

INVITAE CORPORATION

OMNIBUS APPROVAL AND AMENDMENT

DATED AS OF OCTOBER 9, 2014

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment (the “Amendment”) to which this additional signature page is attached effective as the Effective Date (as defined in the Amendment), which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of the Amendment.

 

 

 

ORBIMED PRIVATE INVESTMENTS V, L.P.

 

 

 

By:

OrbiMed Capital GP V LLC

 

Its:

General Partner

 

 

 

 

By:

OrbiMed Advisors LLC

 

Its:

Managing Member

 

 

 

 

 

 

 

By:

/s/ Carl Gordon

 

Name:

Carl Gordon

 

Title:

Member

 

Note: Below information is only relevant for Purchasers in Final Closing

 

 

-

Shares of Series F Preferred Stock Purchased in Final Closing

 

 

 

 

-

Aggregate Purchase Price for Final Closing Investment

 

[Signature page to Omnibus Approval and Amendment]

 

 

SIGNATURE PAGE TO

INVITAE CORPORATION

OMNIBUS APPROVAL AND AMENDMENT

DATED AS OF OCTOBER 7, 2014

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment (the “Amendment”) to which this additional signature page is attached effective as the Effective Date (as defined in the Amendment), which together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of the Amendment.

 

 

 

PERCEPTIVE LIFE SCIENCES MASTER

 

FUND, LTD.

 

 

 

 

 

By:

/s/ James Mannix

 

 

James Mannix

 

Title:

C.O.O

 

Note: Below information is only relevant for Purchasers in Final Closing

 

 

-

Shares of Series F Preferred Stock Purchased in Final Closing

 

 

 

 

-

Aggregate Purchase Price for Final Closing Investment

 

[Signature page to Omnibus Approval and Amendment]

 


 

SIGNATURE PAGE TO

INVITAE CORPORATION

OMNIBUS APPROVAL AND AMENDMENT

DATED AS OF OCTOBER 7, 2014

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment (the “Amendment”) to which this additional signature page is attached effective as the Effective Date (as defined in the Amendment), which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of the Amendment.

 

 

 

REDMILE PRIVATE INVESTMENTS I, LP

 

 

 

 

 

By:

/s/ Jeremy Green

 

 

Jeremy Green

 

 

Managing Member of the GP and/or

 

 

Management Company

 

Note: Below information is only relevant for Purchasers in Final Closing

 

 

-

Shares of Series F Preferred Stock Purchased in Final Closing

 

 

 

 

-

Aggregate Purchase Price for Final Closing Investment

 

[Signature page to Omnibus Approval and Amendment]

 


 

SIGNATURE PAGE TO

INVITAE CORPORATION

OMNIBUS APPROVAL AND AMENDMENT

DATED AS OF OCTOBER 7, 2014

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment (the “Amendment”) to which this additional signature page is attached effective as the Effective Date (as defined in the Amendment), which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of the Amendment.

 

 

 

REDMILE PRIVATE INVESTMENTS I

 

AFFILIATES, LP

 

 

 

 

 

By:

/s/ Jeremy Green

 

 

Jeremy Green

 

 

Managing Member of the GP and/or

 

 

Management Company

 

Note: Below information is only relevant for Purchasers in Final Closing

 

 

-

Shares of Series F Preferred Stock Purchased in Final Closing

 

 

 

 

-

Aggregate Purchase Price for Final Closing Investment

 

[Signature page to Omnibus Approval and Amendment]

 


 

SIGNATURE PAGE TO

INVITAE CORPORATION

OMNIBUS APPROVAL AND AMENDMENT

DATED AS OF OCTOBER 7, 2014

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment (the “Amendment”) to which this additional signature page is attached effective as the Effective Date (as defined in the Amendment), which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of the Amendment.

 

 

 

REDMILE CAPITAL FUND, LP

 

 

 

 

 

By:

/s/ Jeremy Green

 

 

Jeremy Green

 

 

Managing Member of the Investment

 

 

Manager

 

Note: Below information is only relevant for Purchasers in Final Closing

 

 

-

Shares of Series F Preferred Stock Purchased in Final Closing

 

 

 

 

-

Aggregate Purchase Price for Final Closing Investment

 

[Signature page to Omnibus Approval and Amendment]

 


 

SIGNATURE PAGE TO

INVITAE CORPORATION

OMNIBUS APPROVAL AND AMENDMENT

DATED AS OF OCTOBER 7, 2014

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment (the “Amendment”) to which this additional signature page is attached effective as the Effective Date (as defined in the Amendment), which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of the Amendment.

 

 

 

REDMILE CAPITAL OFFSHORE FUND, LTD.

 

 

 

 

 

By:

/s/ Jeremy Green

 

 

Jeremy Green

 

 

Managing Member of the Investment

 

 

Manager

 

Note: Below information is only relevant for Purchasers in Final Closing

 

 

-

Shares of Series F Preferred Stock Purchased in Final Closing

 

 

 

 

-

Aggregate Purchase Price for Final Closing Investment

 

[Signature page to Omnibus Approval and Amendment]

 


 

SIGNATURE PAGE TO

INVITAE CORPORATION

OMNIBUS APPROVAL AND AMENDMENT

DATED AS OF OCTOBER 7, 2014

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment (the “Amendment”) to which this additional signature page is attached effective as the Effective Date (as defined in the Amendment), which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of the Amendment.

 

 

 

REDMILE CAPITAL OFFSHORE FUND II, LTD.

 

 

 

 

 

By:

/s/ Jeremy Green

 

 

Jeremy Green

 

 

Managing Member of the Investment

 

 

Manager

 

Note: Below information is only relevant for Purchasers in Final Closing

 

 

-

Shares of Series F Preferred Stock Purchased in Final Closing

 

 

 

 

-

Aggregate Purchase Price for Final Closing Investment

 

[Signature page to Omnibus Approval and Amendment]

 


 

SIGNATURE PAGE TO

INVITAE CORPORATION

OMNIBUS APPROVAL AND AMENDMENT

DATED AS OF OCTOBER 7, 2014

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment (the “Amendment”) to which this additional signature page is attached effective as the Effective Date (as defined in the Amendment), which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of the Amendment.

 

 

 

REDMILE SPECIAL OPPORTUNITIES FUND, LTD.

 

 

 

 

 

By:

/s/ Jeremy Green

 

 

Jeremy Green

 

 

Managing Member of the Investment

 

 

Manager

 

Note: Below information is only relevant for Purchasers in Final Closing

 

 

-

Shares of Series F Preferred Stock Purchased in Final Closing

 

 

 

 

-

Aggregate Purchase Price for Final Closing Investment

 

[Signature page to Omnibus Approval and Amendment]

 


 

SIGNATURE PAGE TO

INVITAE CORPORATION

OMNIBUS APPROVAL AND AMENDMENT

DATED AS OF OCTOBER 7th, 2014

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment (the “Amendment”) to which this additional signature page is attached effective as the Effective Date (as defined in the Amendment), which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of the Amendment.

 

 

 

ROCK SPRINGS CAPITAL MASTER FUND LP

 

 

 

By:

Rock Springs GP LLC

 

Its:

General Partner

 

 

 

 

 

By:

/s/ Graham Mcphail

 

Name:

Graham Mcphail

 

Title:

Managing Director / Member

 

Note: Below information is only relevant for Purchasers in Final Closing

 

 

-

Shares of Series F Preferred Stock Purchased in Final Closing

 

 

 

 

-

Aggregate Purchase Price for Final Closing Investment

 

[Signature page to Omnibus Approval and Amendment]

 


 

SIGNATURE PAGE TO

INVITAE CORPORATION

OMNIBUS APPROVAL AND AMENDMENT

DATED AS OF OCTOBER 9, 2014

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment (the “Amendment”) to which this additional signature page is attached effective as the Effective Date (as defined in the Amendment), which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of the Amendment.

 

 

 

TITAN PERC LTD.

 

 

 

 

 

 

By:

/s/ Darren Ross

 

 

Darren Ross

 

Title:

Director

 

Note: Below information is only relevant for Purchasers in Final Closing

 

 

-

Shares of Series F Preferred Stock Purchased in Final Closing

 

 

 

 

-

Aggregate Purchase Price for Final Closing Investment

 

[Signature page to Omnibus Approval and Amendment]

 


 

SIGNATURE PAGE TO

INVITAE CORPORATION

OMNIBUS APPROVAL AND AMENDMENT

DATED AS OF OCTOBER 9, 2014

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment (the “Amendment”) to which this additional signature page is attached effective as the Effective Date (as defined in the Amendment), which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of the Amendment.

 

 

 

THOMAS, McNERNEY & PARTNERS II, L.P.

 

 

 

By:

Thomas, McNerney & Partners II, LLC

 

Its:

General Partner

 

 

 

 

 

By:

/s/ Eric Aguiar

 

 

Eric Aguiar

 

 

Manager

 

Note: Below information is only relevant for Purchasers in Final Closing

 

 

-

Shares of Series F Preferred Stock Purchased in Final Closing

 

 

 

 

-

Aggregate Purchase Price for Final Closing Investment

 

[Signature page to Omnibus Approval and Amendment]

 

 

SIGNATURE PAGE TO

INVITAE CORPORATION

OMNIBUS APPROVAL AND AMENDMENT

DATED AS OF OCTOBER 9, 2014

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment (the “Amendment”) to which this additional signature page is attached effective as the Effective Date (as defined in the Amendment), which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of the Amendment.

 

 

 

TMP NOMINEE II, LLC

 

 

 

By:

/s/ Eric Aguiar

 

 

Eric Aguiar

 

 

Manager

 

Note: Below information is only relevant for Purchasers in Final Closing

 

 

-

Shares of Series F Preferred Stock Purchased in Final Closing

 

 

 

 

-

Aggregate Purchase Price for Final Closing Investment

 

[Signature page to Omnibus Approval and Amendment]

 


 

SIGNATURE PAGE TO

INVITAE CORPORATION

OMNIBUS APPROVAL AND AMENDMENT

DATED AS OF OCTOBER 9, 2014

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment (the “Amendment”) to which this additional signature page is attached effective as the Effective Date (as defined in the Amendment), which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of the Amendment.

 

 

 

TMP ASSOCIATES II, L.P.

 

 

 

By:

Thomas, McNerney & Partners II, LLC

 

Its:

General Partner

 

 

 

By:

/s/ Eric Aguiar

 

 

Eric Aguiar

 

 

Manager

 

Note: Below information is only relevant for Purchasers in Final Closing

 

 

-

Shares of Series F Preferred Stock Purchased in Final Closing

 

 

 

 

-

Aggregate Purchase Price for Final Closing Investment

 

[Signature page to Omnibus Approval and Amendment]

 


 

SIGNATURE PAGE TO

INVITAE CORPORATION

OMNIBUS APPROVAL AND AMENDMENT

DATED AS OF OCTOBER 7, 2014

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment (the “Amendment”) to which this additional signature page is attached effective as the Effective Date (as defined in the Amendment), which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of the Amendment.

 

 

 

HAWKES BAY MASTER INVESTORS (CAYMAN) LP

 

 

 

By:

Wellington Management Company, LLP,

 

 

as investment adviser

 

 

 

 

By:

/s/ Steven M. Hoffman

 

Name:

Steven M. Hoffman

 

Title:

Vice President and Counsel

 

Note: Below information is only relevant for Purchasers in Final Closing

 

 

-

Shares of Series F Preferred Stock Purchased in Final Closing

 

 

 

 

-

Aggregate Purchase Price for Final Closing Investment

 

[Signature page to Omnibus Approval and Amendment]

 


 

SIGNATURE PAGE TO

INVITAE CORPORATION

OMNIBUS APPROVAL AND AMENDMENT

DATED AS OF OCTOBER 7, 2014

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment (the “Amendment”) to which this additional signature page is attached effective as the Effective Date (as defined in the Amendment), which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of the Amendment.

 

 

 

NORTH RIVER INVESTORS (BERMUDA) L.P.

 

 

 

By:

Wellington Management Company, LLP,

 

 

as investment adviser

 

 

 

 

By:

/s/ Steven M. Hoffman

 

Name:

Steven M. Hoffman

 

Title:

Vice President and Counsel

 

Note: Below information is only relevant for Purchasers in Final Closing

 

 

-

Shares of Series F Preferred Stock Purchased in Final Closing

 

 

 

 

-

Aggregate Purchase Price for Final Closing Investment

 

[Signature page to Omnibus Approval and Amendment]

 


 

SIGNATURE PAGE TO

INVITAE CORPORATION

OMNIBUS APPROVAL AND AMENDMENT

DATED AS OF OCTOBER 7, 2014

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment (the “Amendment”) to which this additional signature page is attached effective as the Effective Date (as defined in the Amendment), which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of the Amendment.

 

 

 

NORTH RIVER PARTNERS, L.P.

 

 

 

By:

Wellington Management Company, LLP,

 

 

as investment adviser

 

 

 

 

By:

/s/ Steven M. Hoffman

 

Name:

Steven M. Hoffman

 

Title:

Vice President and Counsel

 

Note: Below information is only relevant for Purchasers in Final Closing

 

 

-

Shares of Series F Preferred Stock Purchased in Final Closing

 

 

 

 

-

Aggregate Purchase Price for Final Closing Investment

 

[Signature page to Omnibus Approval and Amendment]

 


 

SIGNATURE PAGE TO

INVITAE CORPORATION

OMNIBUS APPROVAL AND AMENDMENT

DATED AS OF OCTOBER 7, 2014

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment (the “Amendment”) to which this additional signature page is attached effective as the Effective Date (as defined in the Amendment), which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of the Amendment.

 

 

 

SALTHILL INVESTORS (BERMUDA) L.P.

 

 

 

By:

Wellington Management Company, LLP,

 

 

as investment adviser

 

 

 

 

By:

/s/ Steven M. Hoffman

 

Name:

Steven M. Hoffman

 

Title:

Vice President and Counsel

 

Note: Below information is only relevant for Purchasers in Final Closing

 

 

-

Shares of Series F Preferred Stock Purchased in Final Closing

 

 

 

 

-

Aggregate Purchase Price for Final Closing Investment

 

[Signature page to Omnibus Approval and Amendment]

 


 

SIGNATURE PAGE TO

INVITAE CORPORATION

OMNIBUS APPROVAL AND AMENDMENT

DATED AS OF OCTOBER 7, 2014

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment (the “Amendment”) to which this additional signature page is attached effective as the Effective Date (as defined in the Amendment), which, together with all counterparts thereto and signature pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of the Amendment.

 

 

 

SALTHILL PARTNERS, L.P.

 

 

 

By:

Wellington Management Company, LLP,

 

 

as investment adviser

 

 

 

 

By:

/s/ Steven M. Hoffman

 

Name:

Steven M. Hoffman

 

Title:

Vice President and Counsel

 

Note: Below information is only relevant for Purchasers in Final Closing

 

 

-

Shares of Series F Preferred Stock Purchased in Final Closing

 

 

 

 

-

Aggregate Purchase Price for Final Closing Investment

 

[Signature page to Omnibus Approval and Amendment]

 

 

SCHEDULE A

 

“Subsequent Purchasers” are the following persons and entities:

 

Purchaser

 

Shares Purchased

 

Purchase Price

 

BlackRock Global Allocation Fund, Inc.

 

14,195,190

 

$

28,390,380

 

BlackRock Global Allocation V.I. Fund of BlackRock Variable Series Funds, Inc.

 

2,896,633

 

$

5,793,266

 

BlackRock Global Allocation Portfolio of BlackRock Series Fund, Inc.

 

64,815

 

$

129,630

 

BlackRock Global Allocation Fund (Australia)

 

247,498

 

$

494,996

 

MassMutual Select BlackRock Global Allocation Fund

 

167,841

 

$

335,682

 

JNL/BlackRock Global Allocation Fund of JNL Series Trust

 

839,273

 

$

1,678,546

 

BlackRock Global Funds — Global Allocation Fund

 

5,603,429

 

$

11,206,858

 

BlackRock Global Funds — Global Dynamic Equity Fund

 

369,458

 

$

738,916

 

AZL BlackRock Global Allocation Fund, a Series of Allianz Variable Insurance Products Trust

 

186,439

 

$

372,878

 

BlackRock Global Allocation Collective Fund

 

429,424

 

$

858,848

 

667, L.P. (account #1)

 

629,600

 

$

1,259,200

 

667, L.P. (account #2)

 

447,230

 

$

894,460

 

Baker Brothers Life Sciences, L.P.

 

8,923,170

 

$

17,846,340

 

Genesys Ventures II LP

 

500,000

 

$

1,000,000

 

TOTAL:

 

35,500,000

 

$

71,000,000

 

 


 EX-10.11 4 filename4.htm

Exhibit 10.11

 

LOCUS DEVELOPMENT, INC.

 

RESTRICTED STOCK PURCHASE AGREEMENT

 

This Restricted Stock Purchase Agreement (the “Agreement”) is made as of July 15, 2010 by and between Locus Development, Inc., a Delaware corporation (the “Company”), and Sean E. George (the “Purchaser”).

 

In consideration of the mutual covenants and representations set forth below, the Company and the Purchaser agree as follows:

 

1.                                      Purchase and Sale of the Shares. Subject to the terms and conditions of this Agreement, the Company agrees to sell to the Purchaser and the Purchaser agrees to purchase from the Company on the Closing (as defined below) 1,000,000 shares of the Company’s Common Stock, par value $0.0001 per share (the “Shares”), at a price of $0.0001 per share (the “Purchase Price”), for an aggregate purchase price of $100.00.

 

2.                                      Closing. The purchase and sale of the Shares shall occur at a closing (the “Closing”) to be held on the date first set forth above, or at any other time mutually agreed upon by the Company and the Purchaser. The Closing will take place at the principal office of the Company or at such other place as shall be designated by the Company. At the Closing, the Purchaser shall deliver the aggregate Purchase Price set forth above to the Company by wire transfer, check or any other method of payment permissible under applicable law and approved by the Company’s board of directors (or any combination of such methods of payment), and the Company will issue, as promptly thereafter as practicable, a stock certificate, registered in the name of the Purchaser, reflecting the Shares.

 

3.                                      Repurchase Option.

 

A.                                    Option. In the event the Purchaser ceases to be an employee, consultant, advisor, officer or director of the Company (a “Service Provider”) for any or no reason, including, without limitation, by reason of the Purchaser’s death or disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), “Disability”), resignation or involuntary termination, the Company shall, from such time (as determined by the Company in its discretion), have the right, but not the obligation (the “Repurchase Option”), for a period of 90 days from the date the Purchaser ceases to be a Service Provider, to repurchase any Shares which have not yet been released from the Repurchase Option (the “Unreleased Shares”) at a price per share equal to the lesser of (x) the fair market value of the shares at the time the Repurchase Option is exercised, as determined by the Company’s board of directors and (y) the Purchase Price (the “Repurchase Price”). The Repurchase Option shall be exercised by the Company by delivering written notice to the Purchaser or, in the event of the Purchaser’s death, the Purchaser’s executor and, at the Company’s option, (i) by delivering to the Purchaser or the Purchaser’s executor a check in the amount of the aggregate Repurchase Price, or (ii) by canceling an amount of the Purchaser’s indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) by a combination of (i) and (ii) such that the combined payment and cancellation of indebtedness equals the aggregate Repurchase Price. Upon delivery of such notice and the payment of the aggregate Repurchase Price, the Company shall become the legal and beneficial owner of the Unreleased Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Unreleased Shares being repurchased by the Company.

 


 

B.                                    Assignability. The Company in its sole discretion may assign all or part of the Repurchase Option to one or more employees, officers, directors or stockholders of the Company or other persons or organizations.

 

4.                                      Release of Shares from Repurchase Option; Vesting.

 

A.                                    Vesting. So long as the Purchaser’s continuous status as a Service Provider has not yet terminated in each such instance, (i) twenty five percent (25%) of the total number of Shares shall be released from the Repurchase Option on the one-year anniversary of January 14, 2010, and (ii) thereafter, the remaining seventy five percent (75%) of the total number of Shares shall be released from the Repurchase Option in equal monthly installments over the next thirty six (36) months on the corresponding day of each relevant month.

 

B.                                    Acceleration upon a Change of Control. In the event of a Change of Control (as defined below), 100% of the total number of Shares that have not been released from the Repurchase Option shall be immediately released from the Repurchase Option, provided that the Purchaser’s continuous status as a Service Provider has not been terminated prior to such time.

 

C.                                    “Change of Control” Definition. For purposes of this Agreement, a “Change of Control” means either:

 

(1)                                 the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation or stock transfer, but excluding any such transaction effected primarily for the purpose of changing the domicile of the Company), unless the Company’s stockholders of record immediately prior to such transaction or series of related transactions hold, immediately after such transaction or series of related transactions, at least 50% of the voting power of the surviving or acquiring entity (provided that the sale by the Company of its securities for the purposes of raising additional funds shall not constitute a Change of Control hereunder); or

 

(2)                                 a sale of all or substantially all of the assets of the Company.

 

D.                                    Delivery of Released Shares. Subject to the provisions of Section 8, the Shares which have been released from the Company’s Repurchase Option shall be delivered to the Purchaser at the Purchaser’s request.

 

5.                                      Limitation on Payments.

 

A.                                    Payments Limitation. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Purchaser (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Purchaser’s benefits under this Agreement shall be either

 

(1)                                 delivered in full, or

 

(2)                                 delivered as to such lesser extent which would result in no portion of such benefits being subject to the Excise Tax,

 

whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Purchaser on an after-tax basis, of the greatest

 

2


 

amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Any reduction in payments and/or benefits required by this Section 5 will occur in the following order: (1) reduction of cash payments; (2) reduction of vesting acceleration of equity awards; and (3) reduction of other benefits paid or provided to Purchaser. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant for Purchaser’s equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. In no event will Purchaser exercise any discretion with respect to the ordering of any reductions of payments or benefits under this Section 5.

 

B.                                    Determination. Unless the Company and the Purchaser otherwise agree in writing, any determination required under this Section 5 shall be made in writing by the Company’s independent public accountants or a national “Big Four” accounting firm selected by the Company (the “Accountants”), whose determination shall be conclusive and binding upon the Purchaser and the Company for all purposes. For purposes of making the calculations required by this Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and the Purchaser shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.

 

6.                                      Restrictions on Transfer.

 

A.                                    Investment Representations and Legend Requirements. The Purchaser hereby makes the investment representations listed on Exhibit A to the Company as of the date of this Agreement and as of the date of the Closing, and agrees that such representations are incorporated into this Agreement by this reference, such that the Company may rely on them in issuing the Shares. The Purchaser understands and agrees that the Company shall cause the legends set forth below, or substantially equivalent legends, to be placed upon any certificate(s) evidencing ownership of the Shares, together with any other legends that may be required by the Company or by applicable state or federal securities laws:

 

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT.

 

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL, LOCK-UP

 

3


 

PERIOD AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARES.

 

B.                                    Stop-Transfer Notices. The Purchaser agrees that to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

 

C.                                    Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

 

D.                                    Lock-Up Period. The Purchaser hereby agrees that the Purchaser shall not sell, offer, pledge, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, grant any right or warrant to purchase, lend or otherwise transfer or encumber, directly or indirectly, any Shares or other securities of the Company, nor shall the Purchaser enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Shares or other securities of the Company, during the period from the filing of the first registration statement of the Company filed under the Securities Act of 1933, as amended (the “Securities Act”), that includes securities to be sold on behalf of the Company to the public in an underwritten public offering under the Securities Act through the end of the 180-day period following the effective date of such registration statement (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Purchaser further agrees, if so requested by the Company or any representative of its underwriters, to enter into such underwriter’s standard form of “lockup” or “market standoff agreement in a form satisfactory to the Company and such underwriter. In the event that the Purchaser refuses to execute any such agreement, the Purchaser hereby agrees to comply with all of the transfer restrictions set forth above in this section for an additional 30 days beyond each 180-day (or other) period otherwise called for above. The Purchaser agrees that the Company may assign any or all of its rights under this section to the managing underwriter for any registered offering described in this section, and that such managing underwriter shall be able to further assign such rights in its sole discretion, in each case without any notice to or consent from the Purchaser being required. The Purchaser further agrees that any assignee of the Company’s rights under this section shall not be subject to any obligation of the Company set forth in this Agreement. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of any such restriction period.

 

E.                                     Unreleased Shares. No Unreleased Shares subject to the Repurchase Option contained in Section 3 of this Agreement, nor any beneficial interest in such Shares, shall be sold, transferred, encumbered or otherwise disposed of in any way (whether by operation of law or otherwise) by the Purchaser, other than as expressly permitted or required by Section 3.

 

F.                                      Released Shares. No Shares purchased pursuant to this Agreement, nor any beneficial interest in such Shares, shall be sold, transferred, encumbered or otherwise disposed of in any way (whether by operation of law or otherwise) by the Purchaser or any subsequent transferee, other than

 

4


 

in compliance with the Company’s right of first refusal provisions contained in Section 7 of this Agreement.

 

7.                                      Company’s Right of First Refusal. Before any Shares acquired by the Purchaser pursuant to this Agreement (or any beneficial interest in such Shares) may be sold, transferred, encumbered or otherwise disposed of in any way (whether by operation of law or otherwise) by the Purchaser or any subsequent transferee (each a “Holder”), such Holder must first offer such Shares or beneficial interest to the Company and/or its assignee(s) as follows:

 

A.                                    Notice of Proposed Transfer. The Holder shall deliver to the Company a written notice stating: (i) the Holder’s bona fide intention to sell or otherwise transfer the Shares; (ii) the name of each proposed transferee; (iii) the number of Shares to be transferred to each proposed transferee; (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares; and (v) that by delivering the notice, the Holder offers all such Shares to the Company and/or its assignee(s) pursuant to this section and on the same terms described in the notice.

 

B.                                    Exercise of Right of First Refusal. At any time within 30 days after receipt of the Holder’s notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the proposed transferees, at the purchase price determined in accordance with Section 7.C.

 

C.                                    Purchase Price. The purchase price for the Shares purchased by the Company and/or its assignee(s) under this section shall be the price listed in the Holder’s notice. If the price listed in the Holder’s notice includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the board of directors of the Company in its sole discretion.

 

D.                                    Payment. Payment of the purchase price shall be made, at the option of the Company and/or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company and/or its assignee(s), or by any combination thereof within 30 days after receipt by the Company of the Holder’s notice (or at such later date as is called for by such notice).

 

E.                                     Holder’s Right to Transfer. If all of the Shares proposed in the notice to be transferred to a given proposed transferee are not purchased by the Company and/or its assignee(s) as provided in this section, then the Holder may sell or otherwise transfer such Shares to that proposed transferee; provided that: (i) the transfer is made only on the terms provided for in the notice, with the exception of the purchase price, which may be either the price listed in the notice or any higher price; (ii) such transfer is consummated within 60 days after the date the notice is delivered to the Company; (iii) the transfer is effected in accordance with any applicable securities laws, and if requested by the Company, the Holder shall have delivered an opinion of counsel acceptable to the Company to that effect; and (iv) the proposed transferee agrees in writing to receive and hold the Shares so transferred subject to all of the provisions of this Agreement, including but not limited to this section, and there shall be no further transfer of such Shares except in accordance with the terms of this section. If any Shares described in a notice are not transferred to the proposed transferee within the period provided above, then before any such Shares may be transferred, a new notice shall be given to the Company, and the Company and/or its assignees shall again be offered the right of first refusal described in this section.

 

F.                                      Involuntary Transfers. Subject to the other provisions of this Section 7, in the event, at any time after the date of this Agreement, of any transfer by operation of law or other involuntary transfer of all or a portion of the Shares by the record holder thereof that does not occur in accordance with the other provisions of this Section 7, the Company shall have the right to purchase all of

 

5


 

the Shares transferred at the greater of the purchase price paid by Purchaser pursuant to this Agreement or the fair market value of the Shares on the date of transfer (as determined by the board of directors of the Company). Upon such a transfer, the persons transferring or acquiring the Shares shall promptly notify the Secretary of the Company in writing of such transfer. The right to purchase such Shares shall be provided to the Company for a period of 30 days following receipt by the Company of written notice of the transfer.

 

G.                                    Exception for Certain Family Transfers. Notwithstanding anything to the contrary contained elsewhere in this section, the transfer of any or all of the Shares during the Holder’s lifetime (except in connection with a divorce, dissolution, legal separation or annulment), or on the Holder’s death by will or intestacy, to the Holder’s spouse, child, father, mother, brother, sister, father-in-law, mother-in-law, brother-in-law, sister-in-law, grandfather, grandmother, grandchild, cousin, aunt, uncle, niece, nephew, stepchild, or to a trust or other similar estate planning vehicle for the benefit of the Holder or any such person, shall be exempt from the provisions of this section; provided that, in each such case, the transferee agrees in writing to receive and hold the Shares so transferred subject to all of the provisions of this Agreement, including but not limited to this section, and there shall be no further transfer of such Shares except in accordance with the terms of this section; and provided further, that without the prior written consent of the Company, which may be withheld in the sole discretion of the Company, no more than three transfers may be made pursuant to this section, including all transfers by the Holder and all transfers by any transferee.

 

H.                                   Termination of Right of First Refusal. The rights contained in this section shall terminate as to all Shares purchased hereunder upon the earlier of: (i) the closing date of the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act, and (ii) the closing date of a Change of Control pursuant to which the holders of the outstanding voting securities of the Company receive securities of a class registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.

 

8.                                      Escrow.

 

A.                                    Deposit. As security for the faithful performance of this Agreement, the Purchaser agrees, immediately upon receipt of the certificate(s) evidencing the Shares, to deliver such certificate(s), together with a stock power in the form of Exhibit B attached to this Agreement, executed by the Purchaser and by the Purchaser’s spouse, if any (with the date and number of Shares left blank), to the Secretary of the Company or to another designee of the Company (the “Escrow Agent”). These documents shall be held by the Escrow Agent pursuant to the Joint Escrow Instructions of the Company and the Purchaser set forth in Exhibit C attached to this Agreement, which instructions are incorporated into this Agreement by this reference, and which instructions shall also be delivered to the Escrow Agent after the Closing.

 

B.                                    Rights in Escrow Shares. Subject to the terms hereof, the Purchaser shall have all the rights of a stockholder with respect to such Shares while they are held in escrow, including without limitation, the right to vote the Shares. If, from time to time during the term of the Company’s Repurchase Option, there is (i) any stock dividend, stock split or other change in the Shares, (ii) any dividend of cash or other property on the Shares, or (iii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities or cash or other consideration to which the Purchaser is entitled by reason of the Purchaser’s ownership of the Shares shall immediately become subject to this escrow, deposited with the Escrow Agent and included thereafter as “Shares” for purposes of this Agreement and the Company’s Repurchase Option.

 

6


 

9.                                      Tax Consequences. The Purchaser has reviewed with the Purchaser’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement. The Purchaser understands that Section 83 of the Code, taxes as ordinary income the difference between the purchase price for the Shares and the fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, “restriction” includes the right of the Company to buy back the Shares pursuant to the Repurchase Option. The Purchaser understands that the Purchaser may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option expires by filing an election under Section 83(b) of the Code with the IRS within 30 days from the date of purchase. THE FORM FOR MAKING THIS SECTION 83(B) ELECTION IS ATTACHED TO THIS AGREEMENT AS EXHIBIT D AND THE PURCHASER (AND NOT THE COMPANY OR ANY OF ITS AGENTS) SHALL BE SOLELY RESPONSIBLE FOR APPROPRIATELY FILING SUCH FORM, EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS AGENTS TO MAKE THIS FILING ON THE PURCHASER’S BEHALF.

 

10.                               General Provisions.

 

A.                                    Choice of Law. This Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of California.

 

B.                                    Integration. This Agreement, including all exhibits hereto, represents the entire agreement between the parties with respect to the purchase of the Shares by the Purchaser and supersedes and replaces any and all prior written or oral agreements regarding the subject matter of this Agreement including, but not limited to, any representations made during any interviews, relocation discussions or negotiations whether written or oral.

 

C.                                    Notices. Any notice, demand, offer, request or other communication required or permitted to be given by either the Company or the Purchaser pursuant to the terms of this Agreement shall be in writing and shall be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after being delivered by facsimile (with receipt of appropriate confirmation), (iv) one business day after being deposited with an overnight courier service or (v) four days after being deposited in the U.S. mail, First Class with postage prepaid and return receipt requested, and addressed to the parties at the addresses provided to the Company (which the Company agrees to disclose to the other parties upon request) or such other address as a party may request by notifying the other in writing.

 

D.                                    Successors. Any successor to the Company (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets shall assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” shall include any successor to the Company’s business and/or assets which executes and delivers the assumption agreement described in this section or which becomes bound by the terms of this Agreement by operation of law. Subject to the restrictions on transfer set forth in this Agreement, this Agreement shall be binding upon the Purchaser and his or her heirs, executors, administrators, successors and assigns.

 

E.                                     Assignment; Transfers. Except as set forth in this Agreement, this Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred, delegated or

 

7


 

sublicensed by the Purchaser without the prior written consent of the Company. Any attempt by the Purchaser without such consent to assign, transfer, delegate or sublicense any rights, duties or obligations that arise under this Agreement shall be void. Except as set forth in this Agreement, any transfers in violation of any restriction upon transfer contained in any section of this Agreement shall be void, unless such restriction is waived in accordance with the terms of this Agreement.

 

F.                                      Waiver. Either party’s failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and shall not constitute a waiver of either party’s right to assert any other legal remedy available to it.

 

G.                                    Purchaser Investment Representations and Further Documents. The Purchaser agrees upon request to execute any further documents or instruments necessary or reasonably desirable in the view of the Company to carry out the purposes or intent of this Agreement, including (but not limited to) the applicable exhibits and attachments to this Agreement.

 

H.                                   Severability. Should any provision of this Agreement be found to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable to the greatest extent permitted by law.

 

I.                                        Rights as Stockholder. Subject to the terms and conditions of this Agreement, the Purchaser shall have all of the rights of a stockholder of the Company with respect to the Shares from and after the date that the Purchaser delivers a fully executed copy of this Agreement (including the applicable exhibits and attachments to this Agreement) and full payment for the Shares to the Company, and until such time as the Purchaser disposes of the Shares in accordance with this Agreement. Upon such transfer, the Purchaser shall have no further rights as a holder of the Shares so purchased except (in the case of a transfer to the Company) the right to receive payment for the Shares so purchased in accordance with the provisions of this Agreement, and the Purchaser shall forthwith cause the certificate(s) evidencing the Shares so purchased to be surrendered to the Company for transfer or cancellation.

 

J.                                        Adjustment for Stock Split. All references to the number of Shares and the purchase price of the Shares in this Agreement shall be adjusted to reflect any stock split, stock dividend or other change in the Shares which may be made after the date of this Agreement.

 

K.                                   Employment at Will. THE PURCHASER ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THIS AGREEMENT IS EARNED ONLY BY CONTINUING SERVICE AS A SERVICE PROVIDER AT WILL (AND NOT THROUGH THE ACT OF BEING HIRED OR PURCHASING SHARES HEREUNDER). THE PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, OR FOR ANY PERIOD AT ALL, AND SHALL NOT INTERFERE WITH THE PURCHASER’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE THE PURCHASER’S RELATIONSHIP WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE OR NOTICE.

 

L.                                     Arbitration and Equitable Relief.

 

(1)                                 Arbitration. IN CONSIDERATION OF THE PROMISES IN THIS AGREEMENT, THE PURCHASER AGREES THAT ANY AND ALL CONTROVERSIES, CLAIMS, OR DISPUTES WITH ANYONE (INCLUDING THE COMPANY AND ANY EMPLOYEE, OFFICER,

 

8

 

DIRECTOR, SHAREHOLDER OR BENEFIT PLAN OF THE COMPANY IN THEIR CAPACITY AS SUCH OR OTHERWISE) ARISING OUT OF, RELATING TO, OR RESULTING FROM THIS AGREEMENT, SHALL BE SUBJECT TO BINDING ARBITRATION UNDER THE ARBITRATION RULES SET FORTH IN CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1280 THROUGH 1294.2, INCLUDING SECTION 1283.05 (THE “RULES”) AND PURSUANT TO CALIFORNIA LAW. DISPUTES WHICH THE PURCHASER AGREES TO ARBITRATE, AND THEREBY AGREES TO WAIVE ANY RIGHT TO A TRIAL BY JURY, INCLUDE ANY STATUTORY CLAIMS UNDER STATE OR FEDERAL LAW, INCLUDING, BUT NOT LIMITED TO, CLAIMS UNDER TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE OLDER WORKERS BENEFIT PROTECTION ACT, THE WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT, THE CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, THE FAMILY AND MEDICAL LEAVE ACT, THE CALIFORNIA FAMILY RIGHTS ACT, THE CALIFORNIA LABOR CODE, CLAIMS OF HARASSMENT, DISCRIMINATION OR WRONGFUL TERMINATION AND ANY STATUTORY CLAIMS. THE PURCHASER FURTHER UNDERSTANDS THAT THIS AGREEMENT TO ARBITRATE ALSO APPLIES TO ANY DISPUTES THAT THE COMPANY MAY HAVE WITH THE PURCHASER.

 

(2)                                 Procedure. THE PURCHASER AGREES THAT ANY ARBITRATION WILL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) AND THAT THE NEUTRAL ARBITRATOR WILL BE SELECTED IN A MANNER CONSISTENT WITH ITS NATIONAL RULES FOR THE RESOLUTION OF EMPLOYMENT DISPUTES. THE PURCHASER AGREES THAT THE ARBITRATOR SHALL HAVE THE POWER TO DECIDE ANY MOTIONS BROUGHT BY ANY PARTY TO THE ARBITRATION, INCLUDING MOTIONS FOR SUMMARY JUDGMENT AND/OR ADJUDICATION AND MOTIONS TO DISMISS AND DEMURRERS, PRIOR TO ANY ARBITRATION HEARING. THE PURCHASER ALSO AGREES THAT THE ARBITRATOR SHALL HAVE THE POWER TO AWARD ANY REMEDIES, INCLUDING ATTORNEYS’ FEES AND COSTS, AVAILABLE UNDER APPLICABLE LAW. PURCHASER UNDERSTANDS THAT THE COMPANY WILL PAY FOR ANY ADMINISTRATIVE OR HEARING FEES CHARGED BY THE ARBITRATOR OR AAA EXCEPT THAT PURCHASER SHALL PAY THE FIRST $125.00 OF ANY FILING FEES ASSOCIATED WITH ANY ARBITRATION PURCHASER INITIATES. PURCHASER AGREES THAT THE ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY ARBITRATION IN A MANNER CONSISTENT WITH THE RULES AND THAT TO THE EXTENT THAT THE AAA’S NATIONAL RULES FOR THE RESOLUTION OF EMPLOYMENT DISPUTES CONFLICT WITH THE RULES, THE RULES SHALL TAKE PRECEDENCE. THE PURCHASER AGREES THAT THE DECISION OF THE ARBITRATOR SHALL BE IN WRITING.

 

(3)                                 Remedy. EXCEPT AS PROVIDED BY THE RULES AND THIS AGREEMENT, ARBITRATION SHALL BE THE SOLE, EXCLUSIVE AND FINAL REMEDY FOR ANY DISPUTE BETWEEN THE PURCHASER AND THE COMPANY. ACCORDINGLY, EXCEPT AS PROVIDED FOR BY THE RULES AND THIS AGREEMENT, NEITHER THE PURCHASER NOR THE COMPANY WILL BE PERMITTED TO PURSUE COURT ACTION REGARDING CLAIMS THAT ARE SUBJECT TO ARBITRATION. NOTWITHSTANDING, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO DISREGARD OR REFUSE TO ENFORCE ANY LAWFUL COMPANY POLICY, AND THE ARBITRATOR SHALL NOT ORDER OR REQUIRE THE COMPANY TO ADOPT A POLICY NOT OTHERWISE REQUIRED BY LAW WHICH THE COMPANY HAS NOT ADOPTED.

 

(4)                                 Availability of Injunctive Relief. BOTH PARTIES AGREE THAT ANY PARTY MAY PETITION A COURT FOR INJUNCTIVE RELIEF AS PERMITTED BY THE RULES

 

9


 

INCLUDING, BUT NOT LIMITED TO, WHERE EITHER PARTY ALLEGES OR CLAIMS A VIOLATION OF ANY CONFIDENTIAL INFORMATION OR INVENTION ASSIGNMENT AGREEMENT BETWEEN THE PURCHASER AND THE COMPANY OR ANY OTHER AGREEMENT REGARDING TRADE SECRETS, CONFIDENTIAL INFORMATION, NONSOLICITATION OR LABOR CODE §2870. BOTH PARTIES UNDERSTAND THAT ANY BREACH OR THREATENED BREACH OF SUCH AN AGREEMENT WILL CAUSE IRREPARABLE INJURY AND THAT MONEY DAMAGES WILL NOT PROVIDE AN ADEQUATE REMEDY THEREFOR AND BOTH PARTIES HEREBY CONSENT TO THE ISSUANCE OF AN INJUNCTION. IN THE EVENT EITHER PARTY SEEKS INJUNCTIVE RELIEF, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER REASONABLE COSTS AND ATTORNEYS’ FEES.

 

(5)                                 Administrative Relief. THE PURCHASER UNDERSTANDS THAT THIS AGREEMENT DOES NOT PROHIBIT THE PURCHASER FROM PURSUING AN ADMINISTRATIVE CLAIM WITH A LOCAL, STATE OR FEDERAL ADMINISTRATIVE BODY SUCH AS THE DEPARTMENT OF FAIR EMPLOYMENT AND HOUSING, THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION OR THE WORKERS’ COMPENSATION BOARD. THIS AGREEMENT DOES, HOWEVER, PRECLUDE THE PURCHASER FROM PURSUING COURT ACTION REGARDING ANY SUCH CLAIM.

 

(6)                                 Voluntary Nature of Agreement. THE PURCHASER ACKNOWLEDGES AND AGREES THAT THE PURCHASER IS EXECUTING THIS AGREEMENT VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE BY THE COMPANY OR ANYONE ELSE. THE PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THE PURCHASER HAS CAREFULLY READ THIS AGREEMENT AND THAT THE PURCHASER HAS ASKED ANY QUESTIONS NEEDED FOR THE PURCHASER TO UNDERSTAND THE TERMS, CONSEQUENCES AND BINDING EFFECT OF THIS AGREEMENT AND FULLY UNDERSTANDS IT, INCLUDING THAT THE PURCHASER IS WAIVING THE PURCHASER’S RIGHT TO A JURY TRIAL. FINALLY, THE PURCHASER AGREES THAT THE PURCHASER HAS BEEN PROVIDED AN OPPORTUNITY TO SEEK THE ADVICE OF AN ATTORNEY OF THE PURCHASER’S CHOICE BEFORE SIGNING THIS AGREEMENT.

 

M.                                 Reliance on Counsel and Advisors. The Purchaser acknowledges that Wilson Sonsini Goodrich & Rosati, Professional Corporation, is representing only the Company in this transaction. The Purchaser acknowledges that he or she has had the opportunity to review this Agreement, including all attachments hereto, and the transactions contemplated by this Agreement with his or her own legal counsel, tax advisors and other advisors. The Purchaser is relying solely on his or her own counsel and advisors and not on any statements or representations of the Company or its agents for legal or other advice with respect to this investment or the transactions contemplated by this Agreement.

 

N.                                    Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement. Facsimile copies of signed signature pages shall be binding originals.

 

(signature page follows)

 

10


 

The parties represent that they have read this Agreement in its entirety, have had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understand this Agreement. The Purchaser agrees to notify the Company of any change in his or her address below.

 

 

SEAN E. GEORGE

 

LOCUS DEVELOPMENT, INC.

 

 

 

 

 

 

/s/ Sean E. George

 

/s/ Sean E. George

Signature

 

Signature

 

 

 

 

 

 

Sean E. George

 

Sean E. George

Print Name

 

Print Name

 

 

 

 

 

 

 

 

CEO

 

 

Print Title

 

 

 

Address:

 

 

 

 

 

(Personal Address)

 

 

 


 

EXHIBIT A

 

INVESTMENT REPRESENTATION STATEMENT

 

PURCHASER

:

Sean E. George

 

 

 

COMPANY

:

Locus Development, Inc.

 

 

 

SECURITY

:

Common Stock

 

 

 

AMOUNT

:

1,000,000 shares

 

 

 

DATE

:

July 15, 2010

 

In connection with the purchase of the above-listed shares, I, the undersigned purchaser, represent to the Company as follows:

 

1.                                      The Company may rely on these representations. I understand that the Company’s sale of the shares to me has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), because the Company believes, relying in part on my representations in this document, that an exemption from such registration requirement is available for such sale. I understand that the availability of this exemption depends upon the representations I am making to the Company in this document being true and correct.

 

2.                                      I am purchasing for investment. I am purchasing the shares solely for investment purposes, and not for further distribution. My entire legal and beneficial ownership interest in the shares is being purchased and shall be held solely for my account, except to the extent I intend to hold the shares jointly with my spouse. I am not a party to, and do not presently intend to enter into, any contract or other arrangement with any other person or entity involving the resale, transfer, grant of participation with respect to or other distribution of any of the shares. My investment intent is not limited to my present intention to hold the shares for the minimum capital gains period specified under any applicable tax law, for a deferred sale, for a specified increase or decrease in the market price of the shares, or for any other fixed period in the future.

 

3.                                      I can protect my own interests. I can properly evaluate the merits and risks of an investment in the shares and can protect my own interests in this regard, whether by reason of my own business and financial expertise, the business and financial expertise of certain professional advisors unaffiliated with the Company with whom I have consulted, or my preexisting business or personal relationship with the Company or any of its officers, directors or controlling persons.

 

4.                                      I am informed about the Company. I am sufficiently aware of the Company’s business affairs and financial condition to reach an informed and knowledgeable decision to acquire the shares. I have had opportunity to discuss the plans, operations and financial condition of the Company with its officers, directors or controlling persons, and have received all information I deem appropriate for assessing the risk of an investment in the shares.

 


 

5.                                      I recognize my economic risk. I realize that the purchase of the shares involves a high degree of risk, and that the Company’s future prospects are uncertain. I am able to hold the shares indefinitely if required, and am able to bear the loss of my entire investment in the shares.

 

6.                                      I know that the shares are restricted securities. I understand that the shares are “restricted securities” in that the Company’s sale of the shares to me has not been registered under the Securities Act in reliance upon an exemption for non-public offerings. In this regard, I also understand and agree that:

 

A.                                    I must hold the shares indefinitely, unless any subsequent proposed resale by me is registered under the Securities Act, or unless an exemption from registration is otherwise available (such as Rule 144);

 

B.                                    the Company is under no obligation to register any subsequent proposed resale of the shares by me; and

 

C.                                    the certificate evidencing the shares will be imprinted with a legend which prohibits the transfer of the shares unless such transfer is registered or such registration is not required in the opinion of counsel for the Company.

 

7.                                      I am familiar with Rule 144. I am familiar with Rule 144 adopted under the Securities Act, which in some circumstances permits limited public resales of “restricted securities” like the shares acquired from an issuer in a non-public offering. I understand that my ability to sell the shares under Rule 144 in the future is uncertain, and may depend upon, among other things: (i) the availability of certain current public information about the Company; (ii) the resale occurring more than a specified period after my purchase and full payment (within the meaning of Rule 144) for the shares; and (iii) if I am an affiliate of the Company (A) the sale being made in an unsolicited “broker’s transaction”, transactions directly with a market maker or riskless principal transactions, as those terms are defined under the Securities Exchange Act of 1934, as amended, (B) the amount of shares being sold during any three-month period not exceeding the specified limitations stated in Rule 144, and (C) timely filing of a notice of proposed sale on Form 144, if applicable.

 

8.                                      I now that Rule 144 may never be available. I understand that the requirements of Rule 144 may never be met, and that the shares may never be saleable under the rule. I further understand that at the time I wish to sell the shares, there may be no public market for the Company’s stock upon which to make such a sale, or the current public information requirements of Rule 144 may not be satisfied, either of which may preclude me from selling the shares under Rule 144 even if the relevant holding period had been satisfied.

 

9.                                      I know that I am subject to further restrictions on resale. I understand that in the event Rule 144 is not available to me, any future proposed sale of any of the shares by me will not be possible without prior registration under the Securities Act, compliance with some other registration exemption (which may or may not be available), or each of the following: (i) my written notice to the Company containing detailed information regarding the proposed sale, (ii) my providing an opinion of my counsel to the effect that such sale will not require registration, and (iii) the Company notifying me in writing that its counsel concurs in such opinion. I understand that neither the Company nor its counsel is obligated to provide me with any such opinion. I understand that although Rule 144 is not exclusive, the Staff of the SEC has stated that persons proposing to sell private placement securities other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.

 

2


 

10.                               I know that I may have tax liability due to the uncertain value of the shares. I understand that the board of directors believes its valuation of the shares represents a fair appraisal of their worth, but that it remains possible that, with the benefit of hindsight, the Internal Revenue Service may successfully assert that the value of the shares on the date of my purchase is substantially greater than the Board’s appraisal. I understand that any additional value ascribed to the shares by such an IRS determination will constitute ordinary income to me as of the purchase date, and that any additional taxes and interest due as a result will be my sole responsibility payable only by me, and that the Company need not and will not reimburse me for that tax liability.

 

11.                               Residence. The address of my principal residence is set forth on the signature page below.

 

By signing below, I acknowledge my agreement with each of the statements contained in this Investment Representation Statement as of the date first set forth above, and my intent for the Company to rely on such statements in issuing the shares to me.

 

 

 

 

/s/ Sean E. George

 

 

Purchaser’s Signature

 

 

 

 

 

 

 

 

Sean E. George

 

 

Print Name

 

 

 

 

 

 

Address of Purchaser’s principal residence:

 

 

 

 

 

(Personal Address)

 

 

 

3


 

EXHIBIT B

 

STOCK POWER AND ASSIGNMENT

SEPARATE FROM CERTIFICATE

 

FOR VALUE RECEIVED and pursuant to that certain Restricted Stock Purchase Agreement dated as of July     , 2010, the undersigned hereby sells, assigns and transfers unto                                                   ,                                         (               ) shares of Common Stock of Locus Development, Inc., a Delaware corporation, standing in the undersigned’s name on the books of said corporation represented by certificate number               delivered herewith, and does hereby irrevocably constitute and appoint                             as attorney-in-fact, with full power of substitution, to transfer said stock on the books of said corporation.

 

Dated: July      , 2010

 

 

 

 

(Signature)

 

 

 

Sean E. George

 

(Print Name)

 

 

 

 

 

(Spouse’s Signature, if any)

 

 

 

Jennifer A. Brown

 

(Print Name)

 

This Assignment Separate From Certificate was executed in conjunction with the terms of a Restricted Stock Purchase Agreement between the above assignor and the above corporation, dated as of July     , 2010.

 

Instruction: Please do not fill in any blanks other than the signature and name lines.

 


 

EXHIBIT C

 

JOINT ESCROW INSTRUCTIONS

 

July 15, 2010

 

Locus Development, Inc.

2006 Monroe Ave

Belmont, CA 94002

Attn: Corporate Secretary

 

Dear Secretary:

 

As Escrow Agent for both Locus Development, Inc., a Delaware corporation (the “Company”), and Sean E. George (the “Purchaser”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement (the “Agreement”), dated as of July     , 2010, to which a copy of these Joint Escrow Instructions is attached, in accordance with the following instructions:

 

1.                                      In the event that the Company and/or any assignee of the Company (referred to collectively for convenience herein as the “Company”) exercises the Repurchase Option set forth in the Agreement, the Company shall give to the Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. The Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice.

 

2.                                      At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company against the simultaneous delivery to you of the purchase price (by check or such other form of consideration mutually agreed to by the parties) for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option.

 

3.                                      The Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. The Purchaser does hereby irrevocably constitute and appoint you as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated. Subject to the provisions of this paragraph 3, the Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you.

 

4.                                      Upon written request of the Purchaser after each successive one-year period from the date of the Agreement, unless the Repurchase Option has been exercised, you will deliver to the Purchaser a certificate or certificates representing so many shares of stock remaining in escrow as are not then subject to the Repurchase Option. On the date that is 95 days after the date the Purchaser’s status as a service provider (as defined in the Agreement) to the Company terminates, you will deliver to the Purchaser a certificate or certificates representing the aggregate number of shares sold and issued pursuant to the

 

 

Agreement and not purchased by the Company or its assignees pursuant to the exercise of the Repurchase Option.

 

5.                                      If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to the Purchaser, you shall deliver all of same to the Purchaser and shall be discharged of all further obligations hereunder.

 

6.                                      Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto.

 

7.                                      You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Purchaser while acting in good faith and in the exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith.

 

8.                                      The Company and the Purchaser hereby jointly and severally expressly agree to indemnify and hold harmless you and your designees against any and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses of investigation and defense incurred or suffered by you and your designees, directly or indirectly, as a result of any of your actions or omissions or those of your designees while acting in good faith and in the exercise of your judgment under the Agreement, these Joint Escrow Instructions, exhibits hereto or written instructions from the Company or the Purchaser hereunder.

 

9.                                      You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction.

 

10.                               You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder.

 

11.                               You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall reimburse you for any such disbursements.

 

12.                               Your responsibilities as Escrow Agent hereunder shall terminate if you shall resign by written notice to each party. In the event of any such termination, the Company shall appoint a successor Escrow Agent.

 

13.                               You are expressly authorized to delegate your duties as Escrow Agent hereunder to the law firm of Wilson Sonsini Goodrich & Rosati, P.C., or any other law firm, which delegation, if any, may change from time to time and shall survive your resignation as Escrow Agent.

 

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14.                               If you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments.

 

15.                               It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the securities held by you hereunder, you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be under no duty whatsoever to institute or defend any such proceedings.

 

16.                               Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or four days following deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid and return receipt requested, addressed to each of the other parties thereunto entitled at the following addresses, or at such other addresses as a party may designate by written notice to each of the other parties hereto.

 

COMPANY:

Locus Development, Inc.

 

2006 Monroe Ave.

 

Belmont, CA 94002

 

 

PURCHASER:

Sean E. George

 

 

 

 

ESCROW AGENT:

Corporate Secretary

 

2006 Monroe Ave.

 

Belmont, CA 94002

 

17.                               By signing these Joint Escrow Instructions, you become a party hereto only for the purpose of said Joint Escrow Instructions; you do not become a party to the Agreement.

 

18.                               This instrument shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns.

 

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Very truly yours,

 

 

 

 

 

LOCUS DEVELOPMENT, INC.

 

 

a Delaware corporation

 

 

 

 

 

 

 

 

By:

/s/ Sean E. George

 

 

 

 

 

Print name:

Sean E. George

 

 

 

 

 

Title:

CEO

 

 

 

 

 

 

 

 

PURCHASER:

 

 

 

 

 

SEAN E. GEORGE

 

 

 

 

 

/s/ Sean E. George

 

 

(Signature)

 

 

 

 

 

 

ESCROW AGENT:

 

 

 

 

 

 

 

 

/s/ Sean E. George

 

 

Sean E. George, Corporate Secretary

 

 

 

(Signature page to Joint Escrow Instructions)

 

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EXHIBIT D

 

ELECTION UNDER SECTION 83(b) OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED

 

The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in his or her gross income the amount of any compensation taxable to him or her in connection with his or her receipt of the property described below:

 

l.                                          The name, address and taxpayer identification number of the undersigned are as follows:

 

NAME OF TAXPAYER: Sean E. George

SPOUSE: Jennifer A. Brown

 

 

TAXPAYER’S ADDRESS:

 

 

 

TAXPAYER ID #:

SPOUSE’S ID #:

 

2.                                      The property with respect to which the election is made is described as follows: 1,000,000 shares (the “Shares”) of the Common Stock of Locus Development, Inc. (the “Company”).

 

3.                                      The date on which the property was transferred is: July 15, 2010.

 

4.                                      The taxable year for which the election is made is: 2010.

 

5.                                      The property is subject to the following restrictions: The Shares may be repurchased by the Company, or its assignee, upon the occurrence of certain events. This right lapses with regard to a portion of the Shares over time.

 

6.                                      The fair market value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is: $100.

 

7.                                      The amount, if any, paid for such property: $100.

 

The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned’s receipt of the above-described property. The transferee of such property is the person performing the services in connection with the transfer of said property.

 

The undersigned understand(s) that the foregoing election may not be revoked except with the consent of the Commissioner.

 

Dated:

7/15/10

 

/s/ Sean E. George

 

Sean E. George, Taxpayer

 

The undersigned spouse of taxpayer joins in this election.

 

Dated:

7/16/10

 

/s/ Jennifer A. Brown

 

Jennifer A. Brown, Spouse of Taxpayer

 


 

EXHIBIT E

 

SPOUSAL CONSENT

 

I, Jennifer A. Brown, spouse of Sean E. George, have read and approve of the foregoing Restricted Stock Purchase Agreement, dated as of July 15, 2010, together with all exhibits and attachments thereto (collectively, the “Agreement”), by and between my spouse and Locus Development, Inc., a Delaware corporation (the “Company”). In consideration of the Company’s granting of the right to Sean E. George to purchase 1,000,000 shares of Common Stock of the Company as set forth in the Agreement, I hereby appoint Sean E. George as my attorney-in-fact in respect to the exercise or waiver of any rights under the Agreement, and agree to be bound by the provisions of the Agreement insofar as I may have any rights in said Agreement or any shares issued pursuant thereto under the community property laws of the State of California, or under similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the foregoing Agreement.

 

Dated: July 15, 2010

 

 

“Spouse of Purchaser”

 

 

 

 

 

/s/ Jennifer A. Brown

 

(Signature)

 

 

 

 

 

Jennifer A. Brown

 

(Print Name)

 


 EX-10.13 5 filename5.htm

Exhibit 10.13

 

SUBLEASE

 

This Sublease (this “Sublease”), dated for reference purposes only as December 6, 2013, is entered into by and between SUTTER WEST BAY HOSPITALS, a California nonprofit public benefit corporation dba California Pacific Medical Center (“Sublessor”), formerly known as California Pacific Medical Center, a California nonprofit public benefit corporation, and INVITAE CORPORATION, a Delaware corporation (“Sublessee”), with reference to the following facts:

 

Recitals

 

A.            SKS Brannan Associates, LLC, a Delaware limited liability company (“Original Lessor”), as lessor, and Sublessor, as lessee, entered into that certain standard form office lease dated February 13, 2004 (the “Lease”), for those certain premises consisting of Forty-Two Thousand Six Hundred Forty-Seven (42,647) rentable square feet located at 475 Brannan Street, Suites 120, 130 and 220, San Francisco, California (the “Original Leased Premises”) for the Initial Term expiring on November 30, 2009.

 

B.            PRU/SKS Brannan Associates, LLC, a Delaware limited liability company (“PRU/SKS”), succeeded to the interest of Original Lessor.

 

C.            PRU/SKS and Sublessor entered into that certain first amendment to lease dated November 29, 2006 (the “First Amendment”), whereby, among other things, the Original Leased Premises were expanded to include the Expansion Space consisting of Nineteen Thousand One Hundred Eighty-Four (19,184) rentable square feet in the Building, including Suite 230 (the Original Leased Premises and Expansion Premises are referred to collectively as the “Master Leased Premises”), and the Term of the Lease was extended through February 28, 2017. The Lease and First Amendment are referred to collectively as the “Master Lease” and are attached hereto as Exhibit A and incorporated herein by this reference.

 

D.            CLPF — 475 Brannan Street, L.P., a Delaware limited partnership (“Master Lessor”), succeeded to the interest of PRU/SKS.

 

E.            Sublessee desires to sublease a portion of the Master Leased Premises commonly known as Suites 130 and 230 consisting of a total of Eight Thousand Eight Hundred Fifty-Two (8,852) rentable square feet (the “Subleased Premises”) and Sublessor is willing to sublease the Subleased Premises to Sublessee as of the Commencement Date (as defined below) upon the terms and provisions set forth in this Sublease.

 

F.            Sublessee and Sublessor desire to enter into this Sublease to memorialize their understanding regarding the sublease of the Subleased Premises.

 

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Agreement

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged, Sublessor and Sublessee do hereby agree as follows:

 

1.             Incorporation of Recitals. The recitals are incorporated herein by this reference as though fully set forth.

 

2.             Definitions. Except as otherwise expressly provided in this Sublease to the contrary, any capitalized words shall have the meaning ascribed to them in the Master Lease.

 

3.             Commencement Date. The Commencement Date of this Sublease shall be December 15, 2013 (the “Commencement Date”).

 

4.             Sublease of Subleased Premises. Sublessor hereby subleases to Sublessee, and Sublessee hereby subleases from Sublessor, effective as of the Commencement Date, the Subleased Premises as depicted on Exhibit B attached hereto and incorporated herein by this reference, for the Term (as defined below), subject to the terms and conditions of this Sublease, and further subject and subordinate to the terms and conditions of the Master Lease, as amended from time to time. Landlord shall deliver to Tenant Suite 230 as of the Commencement Date and Suite 130 as of February 1, 2014. Notwithstanding anything to the contrary in this Sublease, for the period commencing as of the Commencement Date and continuing through January 31, 2014, the term “Subleased Premises” shall refer to Suite 230 only, which consists of Five Thousand Three Hundred Ninety-Nine (5,399) rentable square feet.

 

5.             Term. The Term of this Sublease shall be for the period commencing as of the Commencement Date and expiring on February 28, 2017 (the “Term”). In the event that this Sublease is terminated for any reason during the first (1st) year of the Term hereof, the parties shall not enter into another arrangement for the sublease of the Subleased Premises as provided herein for a period of one (1) year from the Commencement Date. Upon the expiration or effective date of termination of this Sublease, all rights and obligations of the parties hereunder shall cease and terminate except that the parties shall perform fully any obligations under this Sublease arising on or prior to the date of expiration or termination and any other obligations that by their express terms survive the expiration of the Term or termination of this Sublease.

 

6.             Early Access. Sublessee shall be entitled to early access and use of the Subleased Premises to install cabling, place partition/modular component and other furniture, install telecommunication devices and other equipment and for other related purposes commencing as of the following dates: (a) upon full execution of this Sublease with respect to Suite 230 and (b) January 15, 2014 with respect to Suite 130. The foregoing right of early access and use is conditioned upon Sublessee’s compliance with all of the terms and conditions of this Sublease, except that Sublessee shall not be required to pay Base Rent for such early access and use of the Subleased Premises. Furthermore, Sublessee and its representatives shall be subject to all reasonable directives of Sublessor and Master Lessor in connection with such entry as well as

 

2


 

the use of common areas within the Building and on the Property, including, but not limited to, restrooms, elevators, truck loading areas and other facilities. Sublessee agrees to inform its contractors of the reasonable rules and regulations pertaining to construction activities established, from time to time, by Sublessor and Master Lessor. Prior to the commencement of any construction in the Subleased Premises, Sublessee shall provide Sublessor and Master Lessor with a proposed work schedule for Sublessee’s contractors and other representatives.

 

7.             Rent.

 

a.             Subject to adjustment as provided in Section 7b of this Sublease, Sublessee’s base rent due hereunder commencing at the Commencement Date is equal to Sixty- Five and No/l00ths Dollars ($65.00) per rentable square foot per year or Forty-Seven Thousand Nine Hundred Forty-Eight and 33/100ths Dollars ($47,948.33) per month (“Base Rent”). Sublessee shall pay to Sublessor in advance on the first (1st) day of each and every calendar month during the Term, without deduction, offset, prior notice or demand, at such place or places as may be designated from time to time by Sublessor, Base Rent. If the Term of this Sublease commences or ends on a day other than the first (1st) day of a calendar month, then the rental for such period shall be prorated at one-thirtieth (1/30th) of the monthly amount for each day this Sublease is in effect during such period, and such rental shall be paid at the commencement of such period. Base Rent and other sums payable by Sublessee to Sublessor hereunder shall be paid in legal United States tender to Sublessor at the address designated below by Sublessor or at such other place as Sublessor may hereafter designate in writing. Notwithstanding the foregoing, for the period commencing as of the Commencement Date and continuing through January 31, 2014, Base Rent shall be calculated by multiplying the monthly rental rate by the rentable square footage of Suite 230 only.

 

b.             On the anniversary of the Commencement Date, and annually thereafter, the then current Base Rent shall be increased by five percent (5%).

 

8.             Security Deposit. Sublessee shall deposit with Sublessor the sum of One Hundred Ninety-One Thousand Seven Hundred Ninety-Three and 32/100ths Dollars ($191,793.32) (the “Security Deposit”) upon Sublessee’s execution of this Sublease as a security deposit for the faithful performance by Sublessee of all of the terms, covenants and conditions of this Sublease to be kept and performed by Sublessee during the Term hereof. Sublessee expressly waives the provisions of Civil Code section 1950.7. If Sublessee defaults with respect to any provision of this Sublease, including, but not limited to, the provisions relating to payment of Base Rent or any other monetary sums due hereunder, Sublessor may (but shall not be required to) use or apply all or any portion of the Security Deposit for any such unpaid Base Rent or other amount due hereunder or any sums that Sublessor may spend by reason of Sublessee’s default or to compensate Sublessor for any other loss or damage that Sublessor may suffer by reason of Sublessee’s default. If any portion of the Security Deposit is so used or applied, Sublessee shall, within ten (10) days after written demand therefore, deposit cash with Sublessor in an amount sufficient to restore the Security Deposit to its original amount; Sublessee’s failure to do so shall be a material breach of this Sublease. Sublessor shall not be required to keep the Security Deposit separate from its general funds and Sublessee shall not be entitled to interest thereon. If Sublessee shall fully and faithfully perforin every provision of this Sublease to be performed by Sublessee, the Security Deposit, or any balance thereof, shall be returned to

 

3


 

Sublessee at the expiration of the Term of this Sublease and after Sublessee has vacated the Subleased Premises. Under no circumstances shall the Security Deposit be interpreted as being part of Base Rent.

 

9.             Late Charge. If any payment of rent, including, but not limited to, Base Rent, is not received by Sublessor within ten (10) days after its due date, then, without any requirement for notice to Sublessee, Sublessee shall pay to Sublessor as a late charge an additional amount equal to five percent (5%) of the overdue payment as liquidated damages in lieu of actual damages (other than interest under Section 10 of this Sublease and attorneys’ fees and costs under Section 36 of this Sublease). The parties agree that this late charge represents a reasonable estimate of the costs and expenses that Sublessor will incur because of any late payments of rent (other than interest and attorneys’ fees and costs). Such costs include, but are not limited to, processing and accounting charges and charges that may be imposed on Sublessor by Master Lessor under the Master Lease. Sublessor’s acceptance of any liquidated damages shall not constitute a waiver of Sublessee’s default with respect to the overdue amount or prevent Sublessor from exercising any of the rights and remedies available to Sublessor under this Sublease.

 

10.          Interest. In addition to the late charges referred to above, which are intended to defray Sublessor’s costs resulting from late payments, any payment from Sublessee to Sublessor not paid when due, including, but not limited to, Base Rent, shall bear interest from the date the payment is due until paid to Sublessor by Sublessee at the rate of ten percent (10%) per annum or the maximum lawful rate that Sublessor may charge to Sublessee under applicable laws, whichever is less. Acceptance of any interest shall not constitute a waiver by Sublessee’s default with respect to the overdue sum or prevent Sublessor from exercising any of its other rights and remedies under this Sublease.

 

11.          Holding Over. If Sublessee remains in possession of all or any part of the Subleased Premises after expiration or termination of this Sublease or if the term of the Master Lease expires or the Master Lease is terminated, and Sublessee fails to surrender all or any part of the Subleased Premises upon the date of such expiration or earlier termination of the Master Lease, possession of the Subleased Premises after such expiration or termination shall be unlawful and shall entitle Sublessor to immediate recovery of possession by summary proceedings as well as any and all damages resulting therefrom. Such unlawful possession further shall be subject to all of the terms and provisions of this Sublease except that Sublessee shall be responsible for the payment of an amount (on a per month basis without reduction for any partial months during the holdover) equal to two hundred percent (200%) of the Rent due for the period immediately preceding the holdover. No holdover by Sublessee or payment by Sublessee after the expiration of the Term or termination of this Sublease shall be construed to extend the Term or prevent Sublessor from immediate recovery of possession of the Subleased Premises by summary proceedings or otherwise. If Sublessor, as a result of Sublessee’s holdover (a) is unable to deliver possession of the Subleased Premises to a new subtenant, (b) is unable to perform improvements for a new subtenant or (c) otherwise is harmed or incurs costs, Sublessee shall be liable for any and all damages that Sublessor suffers from such holdover, whether in law or equity, including, but not limited to, liability and losses incurred by Sublessor with respect to the new subtenant. The provisions of this Section 11 are in addition to and do not affect

 

4


 

Sublessor’s rights of reentry or any rights of Sublessor hereunder or as otherwise provided by law.

 

12.          Use and Restrictive Covenants. Sublessee shall use and occupy the Subleased Premises for general office use and life-science labs and for no other purpose whatsoever without the prior written consent of Master Lessor and Sublessor, which consent may be granted or withheld arbitrarily, capriciously, for no reason or for any reason. Sublessee further shall use and occupy the Subleased Premises in conformity with the terms and provisions in this Sublease and the Master Lease, including, but not limited to, the provisions of Article 5 of the Master Lease and such rules and regulations as may be adopted and modified, from time to time, by Sublessor or Master Lessor, including, but not limited to, the rules and regulations for the Building, and otherwise only in such manner as shall be consistent with Sublessor’s rights under the Master Lease. If, as a result of the nature of Sublessee’s use of the Subleased Premises, compliance with applicable laws requires structural modification of the Subleased Premises, then Sublessee shall be responsible for the cost thereof. Sublessor and Sublessee shall use commercially reasonable efforts to notify the other in writing if Sublessor or Sublessee, respectively, makes alterations to the Subleased Premises that might impact accessibility under federal and/or state disability access laws.

 

13.          Compliance with Laws. Sublessee shall, at Sublessee’s sole cost and expense, fully, diligently and in a timely manner comply with any and all applicable laws relating in any manner to condition, use or occupancy of the Subleased Premises by Sublessee. For purposes of this Sublease, “applicable laws” shall include all laws, rules, statutes, regulations, ordinances, directives, covenants, easements and restrictions of record, permits and the requirements of any applicable fire insurance underwriter or rating bureau or similar bodies now or hereafter constituted relating to or affecting the condition, use or occupancy of the Subleased Premises. Without limiting the generality of the foregoing, Sublessee shall comply with all requirements of the Americans with Disabilities Act of 1990 (42 United States Code section 12101 et seq.) and all amendments thereto and regulations promulgated thereunder and the State of California accessibility requirements, as the same may be amended from time to time (collectively, the “ADA”) and applicable laws pertaining to industrial hygiene; environmental conditions on, in, under or about the Subleased Premises, including soil and groundwater conditions; and the use, removal, storage and disposal of any Hazardous Substance. Sublessee acknowledges that to Sublessor’s actual knowledge the Building has not been inspected by a Certified Access Specialist (CASp), as defined in Section 55.52 of the Civil Code. Sublessee hereby expressly acknowledges and agrees that Sublessee has (A) received and executed a disability access obligations notice provided to Sublessee by Sublessor and (B) received a copy of the San Francisco Small Business Commission’s access information notice.

 

14.          Repairs and Maintenance. Sublessee shall be responsible for repairing any damage to the Subleased Premises and the Building caused by acts or omissions of Sublessee or Sublessee’s agents, employees, contractors, guests or invitees. Sublessee further shall, at Sublessee’s sole cost and expense, keep the Subleased Premises in a safe and tenantable condition and in first (lst)-class order, condition, repair and appearance.

 

15.          Alterations and Improvements. Sublessee shall not make or suffer to be made any alterations to or on the Subleased Premises, or any part thereof, without the prior

 

5


 

written consent of Master Lessor and Sublessor, which consent may be withheld in their sole and absolute discretion for any reason or no reason. Sublessor and Master Lessor hereby consent to Sublessee using Southbay Construction and its union sub-contractors for purposes of making initial alterations to the Subleased Premises and using Corovan for moving and storage of certain personal property; provided, however, any such initial alterations shall be subject to the terms and provisions of this Section 15. Any approved alterations shall be completed by Sublessee at Sublessee’s sole cost and expense: (a) with due diligence, in a good and workmanlike manner, using new materials; (b) in compliance with plans and specifications approved by Sublessor and Master Lessor; (c) in compliance with the construction rules and regulations promulgated by Landlord from time to time; (d) in accordance with all applicable laws (including all work, whether structural or non-structural, inside or outside the Subleased Premises, required to comply fully with all applicable laws and necessitated by Sublessee’s work); and (e) subject to all conditions that Sublessor and Master Lessor may impose. Such conditions may include requirements for Sublessee to: (a) provide payment or performance bonds or additional insurance (from Sublessee or Sublessee’s contractors, subcontractors or design professionals); (b) use contractors or subcontractors designated by Sublessor; (c) remove all or part of the alterations prior to or upon expiration or termination of the Term, as designated by Sublessor or Master Lessor; and (d) have all work performed outside of normal business hours for the Building. If any work outside the Subleased Premises, or any work on or adjustment to any of the Building systems, is required in connection with or as a result of Sublessee’s work, such work shall be performed at Sublessee’s expense by contractors designated by Sublessor. Sublessor’s and Master Lessor’s right to review and approve (or withhold approval of) Sublessee’s plans, drawings, specifications, contractor(s) and other aspects of construction work proposed by Sublessee is intended solely to protect Sublessor and Master Lessor, the Building and Sublessor’s and Master Lessor’s interests. No approval or consent by Sublessor or Master Lessor shall be deemed or construed to be a representation or warranty by Sublessor or Master Lessor as to the adequacy, sufficiency, fitness or suitability thereof or compliance thereof with applicable laws or other requirements. All alterations shall upon installation become part of the realty and be the property of Sublessor or Master Lessor, subject to removal as provided herein. Before making any alterations, Sublessee shall submit to Sublessor and Master Lessor, for Sublessor’s or Master Lessor’s prior approval, reasonably detailed final plans and specifications prepared by a licensed architect or engineer; a copy of the construction contract, including the name of the contractor and all subcontractors proposed by Sublessee to make the alterations; and a copy of the contractor’s license. Sublessee shall reimburse Sublessor and Master Lessor upon demand for any expenses reasonably incurred by Sublessor and Master Lessor in connection with any alterations made by Sublessee, including reasonable fees charged by Sublessor’s and Master Lessor’s contractors or consultants to review plans and specifications prepared by Sublessee and to update the existing as-built plans and specifications of the Building to reflect the alterations. Sublessee shall obtain all applicable permits, authorizations and governmental approvals and deliver copies of the same to Sublessor and Master Lessor before commencement of any alterations. Sublessee acknowledges that installation of telephone lines, cables and other electronic telecommunications services and equipment shall be subject to this provision. Sublessee further acknowledges that the installation of voice equipment or low-voltage cabling that may result in Sublessee’s utilization of the Building’s telecommunications equipment rooms shall be subject to this provision. Any approved alterations or improvements to the Subleased

 

6


 

Premises and removal thereof shall be completed strictly in accordance with and subject to the terms and provisions of this Sublease and the Master Lease.

 

16.          Auctions and Signs. Sublessee shall not conduct any auctions at the Subleased Premises. Sublessee shall have the right to its pro-rata share of directory signage in the Building entrance lobby directory. Such signage shall be at Sublessee’s sole cost and expense and subject to receipt of prior written consent from Master Lessor and Sublessor, and father subject to compliance by Sublessee with all applicable laws. Sublessee shall maintain and remove any signage in accordance with the terms of this Sublease and the Master Lease.

 

17.          Parking Rights. Sublessee is responsible, at its sole cost and expense, for obtaining parking, whether through Master Lessor, if available, or otherwise. Sublessee is not granted any parking rights whatsoever under this Sublease.

 

18.          Utilities and Services. Provided that Sublessee is not in default hereunder or under the Master Lease, the Subleased Premises will be furnished with reasonable quantities of (a) electric current for normal lighting and ordinary medical office equipment and machines twenty-four (24) hours per day, seven (7) days a week; (b) water for lavatory and drinking purposes; (c) climate control for the comfortable use and occupation of the Subleased Premises; and (d) janitorial service Monday through Friday, excluding holidays (excluding the disposal of Hazardous Substance and/or biohazard waste, for which Sublessee shall be solely responsible). Sublessor and Master Lessor shall not be liable for, and Sublessee shall not be entitled to, any abatement or reduction of Base Rent by reason of Sublessor’s or Master Lessor’s failure to furnish any of the foregoing when such failure is caused by accident, breakage, repairs, strikes, lockouts or other labor disturbances or labor disputes of any character or for any other causes beyond Sublessor’s or Master Lessor’s control. The term “ordinary medical office equipment and machines” shall include, but not be limited to, typewriters, adding machines, calculators, word processing and data processing equipment, Xerox-type copying equipment and lunchroom-type appliances such as one (1) or more refrigerators, one (1) or more microwave ovens and one (1) or more vending machines, all for the exclusive use of Sublessee’s employees.

 

19.          Master Lease Incorporation by Reference; Assumption. The following provisions of the Master Lease are expressly excluded from, and not made a part of, this Sublease: Section 1.04C (Suite Numbers); Section 1.04E (Approximate Square Feet Within Premises); Section 1.05 (Term); Section 1.06 (Leasehold Improvements); Section 1.07 (Rent); Section 1.09 (Number of Parking Spaces); Section 1.10 (Brokers); Section 2.01 (Lease of Premises); Section 2.03 (Parking Rights); Article 3 (Term); Section 4.01 (Base Rent); Section 4.03 (Additional Rent); Section 4.04 (Payment); Section 5.02 (Compliance with Laws); Section 5.04 (Landlord’s Representation); Section 5.05E; Section 5.06 (Underground Storage Tank); Section 6.01 (Initial); Section 6.02 (Alterations); Sections 7.01A and 7.01B; Section 7.03 (Insurance); Section 7.04B; Section 9.01 (Events of Default); Section 9.02 (Termination); Section 9.03 (Continuation); Sections 10.01A and 10.01F; Section 11.01 (Brokers); Section 11.14 (Signs and Auctions); Section 11.17 (Adverse Condition); Section 11.18 (Condition of Premises at Expiration); Section 11.26 (Contingency); Section 1 of the First Amendment; Section 2.2 of the First Amendment; Section 2.3 of the First Amendment; Section 3 of the First Amendment; Section 4 of the First Amendment; Section 5 of the First Amendment; Section 7 of the First Amendment; Section 8 of the First Amendment; Section 9 of the First Amendment;

 

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Section 10 of the First Amendment; Section 12 of the First Amendment; Section 13 of the First Amendment; Section 14 of the First Amendment; Section 16 of the First Amendment; Section 19 of the First Amendment; Section 23 of the First Amendment; and Section 24 of the First Amendment. Except as otherwise expressly provided herein to the contrary, this Sublease is subject to all of the terms of the Master Lease, which terms are incorporated by reference into, and made a part of, this Sublease.

 

Sublessee shall comply in all respects with and be bound by all of the terms and conditions of the Master Lease incorporated herein by reference and shall not permit any act or omission to act that will violate any of such provisions of the Master Lease. Without limiting the generality of the foregoing, Sublessor shall have all of the rights and remedies of Master Lessor and Sublessee shall assume, perform and comply with and be bound by all of the obligations, representations, warranties and covenants of Sublessor, as lessee, under the Master Lease with respect to the Subleased Premises, whether to Sublessor, Master Lessor, or otherwise, except as otherwise expressly provided herein. As between the parties to this Sublease only, in the event there is a conflict between the terms of the Master Lease and the terms of this Sublease, the terms of this Sublease shall control.

 

Sublessee recognizes that Sublessor is not in a position to render any of the services or perform the obligations required of Master Lessor under the Master Lease. Sublessee further acknowledges and agrees that the performance by Sublessor of any of its obligations under this Sublease is conditioned upon the performance of Master Lessor under the Master Lease. The parties expressly acknowledge and agree that Sublessor does not assume the obligations of Master Lessor under the provisions of the Master Lease, but shall exercise due diligence to cause Master Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. Sublessor shall not be liable to Sublessee for any default of Master Lessor under the Master Lease.

 

20.          Amendments to Master Lease. Sublessor may execute any amendment or supplement to the Master Lease and may waive any breach thereof by Master Lessor and such amendment, supplement or waiver shall be fully effective, without necessity of consent by Sublessee, provided that Sublessee’s rights or obligations under this Sublease are not thereby materially and adversely affected. If, however, Sublessor does request written consent from Sublessee to any amendment or supplement to the Master Lease or to any waiver of breach by Master Lessor, Sublessee shall provide such written consent within ten (10) days after such request if the amendment, supplement or waiver does not materially and adversely affect Sublessee’s rights or obligations under this Sublease or if the request is otherwise reasonable under the circumstances.

 

21.          Termination of Master Lease. If the Master Lease is terminated, this Sublease shall automatically terminate and the parties shall be relieved from all liabilities and obligations under this Sublease except for the obligations accruing prior to termination, and except as otherwise provided herein or in the Master Lease, and except that if this Sublease terminates as a result of a default of one (1) of the parties under this Sublease or the Master Lease, or both, the defaulting party shall be liable to the nondefaulting party for all damage suffered by the nondefaulting party as a result of such termination. If Sublessor is given the right under the Master Lease to terminate the Master Lease, Sublessor shall have the right, in its sole

 

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discretion, to determine whether it wishes to terminate the Master Lease without liability of any kind whatsoever to Sublessee; provided, however, that Sublessor shall give to Sublessee notice of its intention to terminate the Master Lease after such decision to terminate is made and prior to the effective date thereof.

 

22.          Personal Property Taxes. Sublessee shall be liable for and shall pay before delinquency all taxes levied against any personal property or trade fixtures placed by Sublessee in or about the Subleased Premises. If the leasehold improvements in the Subleased Premises, whether installed and/or paid for by Master Lessor or Sublessor and whether affixed to the real property so as to become a part thereof, are assessed for real property tax purposes at a valuation higher than the valuation of leasehold improvements conforming to building standard work in other space in the Building are assessed, then the real property taxes and assessments levied against Master Lessor, Sublessor or the Subleased Premises by reason of such excess valuation shall be deemed to be taxes levied against personal property of Sublessee.

 

23.          Insurance.

 

a.             Sublessee shall during the entire Term hereof, at Sublessee’s sole cost and expense, obtain, maintain and keep in full force and effect, for the protection of Sublessee, Sublessor, Master Lessor and mortgagees of Master Lessor as their interest may appear, the following insurance:

 

(i)            Property Insurance (at least as broad as ISO Special Form Causes of Loss CP 1030) upon property of every description and kind owned by Sublessee and located in the Building or for which Sublessee is legally liable or installed by or on behalf of Sublessee, whether during the Term or during a prior occupancy of the Subleased Premises, including, without limitation, furniture, fittings, leasehold improvements, fixtures and any other personal property, in an amount not less than one hundred percent (100%) of the full replacement cost thereof with an agreed amount endorsement;

 

(ii)           Commercial General Liability Insurance (comparable to the ISO Commercial General Liability policy form CG 00 01), coverage to include personal injury, bodily injury, property damage, contractual liability, products and completed operations liability arising out of or relating (directly or indirectly) to Sublessee’s business operations, conduct, assumed liabilities or use or occupancy of the Subleased Premises or the Building in limits not less than Two Million Dollars ($2,000,000.00) per occurrence/Two Million Dollars ($2,000,000.00) annual aggregate;

 

(iii)         Worker’s Compensation Insurance, as required by California law, and Employers Liability Insurance with limits of One Million Dollars ($1,000,000.00) Per Accident/One Million Dollars ($1,000,000.00) Per Disease/One Million Dollars ($1,000,000.00) Policy Limit Insurance; and

 

(iv)          Business Automobile Bodily Injury and Property Damage Insurance covering all owned, hired and non-owned autos in a combined single limit of One Million Dollars ($1,000,000.00) each accident.

 

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b.             All policies shall be taken out with third party insurers admitted in California with an A.M. Best rating of A VII or better. The commercial general liability and automobile policies shall name Sublessor and Master Lessor as additional insureds. The additional insured status for the commercial general liability policy shall be secured through use of an endorsement comparable to the Commercial General Liability ISO form CG 20 11 (Additional Insured-Managers or Lessors of Premises). The property policy shall name Sublessor and Master Lessor as loss payees as respects their interests in the leasehold improvements. If any such insurance is written on a claims-made form, it shall continue for three (3) years following the expiration or termination of this Sublease and the insurance shall have a retroactive date prior to or coinciding with the earlier of the Commencement Date of this Sublease or such date upon which Sublessee is required to obtain insurance under the terms of this Sublease. In the event that a claims-made policy is canceled, non-renewed or converted to an occurrence policy, Sublessee shall obtain extended reporting (tail) coverage for the remainder of the three (3)-year period. Sublessee’s policies shall stipulate that the insurance is primary and that any insurance carried by Sublessor and Master Lessor shall be excess and not contributoiy. Sublessee agrees that certificates of insurance on the insurer’s standard form, with additional insured and loss payee endorsements attached, will be delivered to Sublessor and Master Lessor as soon as practicable after placing of the required insurance, but in no event later than ten (10) days after Sublessee takes possession of all or any part of the Subleased Premises. All policies shall contain an agreement by the insurers to notify Sublessor and Master Lessor and the mortgagees of Master Lessor in writing not less than thirty (30) days prior to any material change, reduction in coverage by endorsement, cancellation or other termination thereof. Not less than thirty (30) days prior to the expiration of each policy, a notice of renewal shall be delivered to Sublessor and Master Lessor. Sublessor and Master Lessor may request certified copies of Sublessee’s policies to be provided to Sublessor and Master Lessor, after ten (10) days written notice to Sublessee.

 

c.             In the event of damage to or destruction of the Building and the Subleased Premises also have been damaged, Sublessee will immediately pay to Sublessor and Master Lessor all of Sublessee’s insurance proceeds relating to the leasehold improvements and alterations in the Subleased Premises. In the event of damage to or destruction of the Building and the Subleased Premises have not been damaged, and Sublessor or Master Lessor terminates this Sublease, Sublessee will deliver to Sublessor and Master Lessor the leasehold improvements, the alterations and the Subleased Premises all in such condition as required by and otherwise in accordance with the provisions of this Sublease.

 

d.             Sublessee agrees that Sublessee will not keep, use, sell or offer for sale in or upon the Subleased Premises any article that may be prohibited by any insurance policy in force from time to time covering the Building, the Subleased Premises or the leasehold improvements. If Sublessee’s occupancy or conduct of business in or on the Subleased Premises, whether or not Sublessor and Master Lessor has consented to the same, results in any increase in premiums for the insurance carried from time to time by Sublessor and Master Lessor with respect to the Building, the Subleased Premises or the leasehold improvements, Sublessee shall pay any such increase in premiums as additional rent within ten (10) days after being billed therefor by Sublessor and Master Lessor. In determining whether increased premiums are a result of Sublessee’s use or occupancy of the Subleased Premises, a schedule issued by the organization computing the insurance rate in the Building or the leasehold improvements

 

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showing the various components of such rate, shall be conclusive evidence of the several items and charges that make up such rate. Sublessee shall promptly comply with all reasonable requirements of the insurance authority or of any insurer now or hereafter in effect relating to the Subleased Premises.

 

e.             If any insurance policy carried by Sublessor or Master Lessor shall be canceled or cancellation shall be threatened or the coverage thereunder reduced or threatened to be reduced in any way by reason of the use or occupation of the Subleased Premises, or any part thereof, by Sublessee or by any assignee or subtenant of Sublessee or by anyone permitted by Sublessee to be upon the Subleased Premises and, if Sublessee fails to remedy the condition giving rise to cancellation, threatened cancellation or reduction of coverage within forty-eight (48) hours after notice thereof, Sublessor or Master Lessor may, at Sublessor’s or Master Lessor’s option, either terminate this Sublease or enter upon the Subleased Premises and attempt to remedy such condition and Sublessee shall forthwith pay the cost thereof to Sublessor or Master Lessor as additional rent. Sublessor and Master Lessor shall not be liable for any damage or injury caused to any property of Sublessee or of others located in the Subleased Premises as a result of such entry. If Sublessor or Master Lessor shall be unable to remedy such condition, then Sublessor and Master Lessor shall have all of the remedies provided for in this Sublease in the event of a default by Sublessee. Notwithstanding the foregoing provisions of this Section 23, if Sublessee fails to remedy as aforesaid, Sublessee shall be in default of Sublessee’s obligation hereunder and Sublessor and Master Lessor shall have no obligation to attempt to remedy such default.

 

f.             Sublessor and Sublessee hereby waive and shall cause their respective insurance carriers to waive any and all rights of recovery, claims, actions or causes of action against the other for any loss or damage with respect to Sublessee’s fixtures or personal property, the tenant improvements, the Building and the Subleased Premises, or any contents thereof, including rights, claims, actions and causes of action based on negligence, which loss or damage is (or would have been, had the insurance required by this Sublease been carried) covered by insurance.

 

24.          Sublease As Is. Except as otherwise expressly provided herein, Sublessee hereby acknowledges and represents to Sublessor that Sublessee is accepting Sublessee’s interest in, and possession of, the Subleased Premises in their present condition “as is,” including, but not limited to, the physical condition and environmental aspects of the Subleased Premises, the nature and extent of the improvements that were installed in the Subleased Premises (such as, but not limited to, carpeting, wall and window coverings, electrical outlets, fire sprinkler system, lighting fixtures and air-conditioning ducts and returns, with Sublessor having no duty, and Sublessee having no right, to install or arrange for installation of any other improvements to, or any alterations of, the Subleased Premises) and all applicable laws and matters shown in the public records affecting or related to the Subleased Premises, or any part thereof, including, but not limited to, building and safety codes, zoning ordinances, land use restrictions and regulations and other such matters. Sublessee acknowledges and represents to Sublessor that neither Sublessor nor any agent or representative of Sublessor has made any representation, warranty or promise with respect to the Subleased Premises, or any part thereof, that is not expressly set forth in this Sublease; that Sublessee has satisfied itself with the condition of the Subleased Premises and the suitability of the Subleased Premises for Sublessee’s intended use; and that Sublessee has

 

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made such investigations as Sublessee deems necessary with reference to the Subleased Premises and assumes all responsibility therefore as the same relate to Sublessee’s occupancy thereof.

 

25.          Regulatory Matters. Sublessor and Sublessee enter into this Sublease with the intent of conducting their relationship and implementing the agreements contained herein in full compliance with applicable federal, state and local law, including, but not limited to, the Medicare/Medicaid Anti-Kickback statute and the Federal Anti-Referral or “Stark Law”, and the regulations promulgated thereunder, as amended from time to time. Notwithstanding any unanticipated effect of any of the provisions of this Sublease, neither party will intentionally conduct itself under the terms of this Sublease in a manner that would constitute a violation of these laws. The parties each acknowledge and agree that the compensation to be paid to Sublessor by Sublessee pursuant to this Sublease is intended to be consistent with fair market value for the sublease of the Subleased Premises and has been determined in an arms-length transaction. The parties acknowledge and agree that no payment made under this Sublease is intended to induce the referral of patients or the purchasing, leasing or ordering of any other products or services or the recommending of the purchasing, leasing or ordering of any other products or services. Nothing in this Sublease is intended to obligate and shall not obligate either party to refer any patients to the other, or to any family member. The parties shall comply with all applicable laws that require disclosure of financial interests or relationships between parties to whom referrals may be made.

 

26.          Indemnification and Exculpation. Sublessee agrees to indemnify and hold Sublessor and Master Lessor, and their respective partners, members, shareholders, officers, directors and employees, harmless from and against any and all liabilities, losses, costs, expenses, fines, penalties and claims of any kind whatsoever, including, without limitation, any loss or damage to property of Master Lessor, Sublessor, Sublessee or any other person or any claim or liability arising from any injury to or death of any person, which arises from or is in any way related to: (a) the Subleased Premises; (b) the use and occupancy of the Subleased Premises by Sublessee and Sublessee’s employees, contractors, agents, invitees and licensees or any other party; (c) any activity, work or other thing done, permitted or suffered by Sublessee in or about the building in which the Subleased Premises exists, including, but not limited to, the handling of hazardous materials; (d) any breach or default by Sublessee of any of Sublessee’s obligations under this Sublease or the Master Lease; or (e) any acts, omissions or negligence of Sublessee, Sublessee’s agents, employees, invitees, licensees or contractors. Sublessee shall, at Sublessee’s expense, and by counsel satisfactory to Sublessor and Master Lessor, defend Sublessor and Master Lessor in any action or proceeding arising from any such claim and shall indemnify Sublessor and Master Lessor against all costs, attorneys’ fees, expert witness fees and any other expenses incurred in such action or proceeding.

 

This Sublease is made on the express condition that Sublessor shall not be liable for, or suffer loss or incur any liability by reason of, injury to or death of any person or persons or damage to or loss of use of property, from whatever cause in any way connected with the condition or use of the Subleased Premises or personal property or fixtures therein or thereon or connected with activities of Sublessee or any of Sublessee’s employees, agents, invitees, contractors or licensees, including, without limitation, any and all liability for injury to or death of, or damage to or loss of the use of the property of, Sublessee or any of Sublessee’s employees, agents, invitees, contractors or licensees, except to the extent caused solely by the gross

 

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negligence or willful misconduct of Sublessor. Without limiting the generality of the foregoing, Sublessor shall not be liable for injury or damage that may be sustained by the person or property of Sublessee, Sublessee’s employees, invitees or customers or any other person in or about the Subleased Premises, that is caused by or results from fire, steam, electricity, gas, water, rain, that may leak or flow from or into any part of the Subleased Premises, or from the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, whether such damage or injury results from conditions arising upon the Subleased Premises, from the roof, street or subsurface or from any other sources. Sublessor further shall not be liable for injury to Sublessee’s business or any loss of income therefrom or any damages arising from any act or omission of any other tenant, occupant or user of the building in which the Subleased Premises exists. In the event that any of the foregoing events or situations occurs, Sublessee agrees to look solely to Master Lessor for recovery pursuant to the terms and provisions of the Master Lease and not to Sublessor. The provisions of this Section 26 shall survive the expiration or earlier termination of this Sublease.

 

27.          Default.

 

a.             Sublessee shall be in default of Sublessee’s obligations under this Sublease if any of the following events occur (“Event of Default”): (i) Sublessee fails to pay any rent or sums equivalent to rent within five (5) days of when due, including, but not limited to, Base Rent; (ii) except as otherwise provided in Subsection 27a(i) above, Sublessee breaches any representation, warranty or covenant made by Sublessee in this Sublease, including, but not limited to, Sublessee’s covenant to comply in all respects with the terms and conditions set forth in the Master Lease, or fails to observe or perform any term, covenant or condition of this Sublease to be performed by Sublessee and such failure continues for twenty (20) days after written notice thereof from Sublessor; provided, however, that if the nature of Sublessee’s breach is such that more than twenty (20) days are reasonably required for its cure, Sublessee shall not be deemed to be in default if Sublessee has commenced such cure within such twenty (20)-day period and thereafter diligently prosecutes such cure to completion, which completion shall occur not later than sixty (60) days from the date of such notice from Sublessor; or (iii) Sublessee is in default under the Master Lease.

 

b.             In the Event of Default by Sublessee that extends beyond any applicable notice and cure period under any of Sublessee’s obligations under this Sublease or under any of Sublessee’s obligations under the Master Lease as a sublessee of Sublessor, then, and in that event, Sublessor shall have the right and option to terminate this Sublease and Sublessee’s right to possession of the Subleased Premises and to recover from Sublessee rent and sums equivalent to rent and other amounts owed under this Sublease, including Base Rent and interest thereon at the rate of ten percent (10%) per annum, and damages as allowed under California law, including, but not limited to, the worth at the time of award (computed by discounting at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%)) of the amount by which the unpaid rent and sums equivalent to rent required to be paid by Sublessee under this Sublease for the balance of the Term of this Sublease after the time of award exceed the amount of such rental loss as Sublessee proves could be reasonably avoided.

 

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c.             Efforts by Sublessor to mitigate damages caused by Sublessee’s default shall not constitute a waiver by Sublessor of any of Sublessor’s rights or remedies under this Sublease or the Master Lease. Neither acts of repair, alteration, maintenance or preservation of the Subleased Premises, nor efforts to relet the Subleased Premises, nor the appointment of a receiver or trustee, whether in bankruptcy proceedings, or otherwise, upon initiative of Sublessor to protect Sublessor’s interests under this Sublease, shall constitute an election by Sublessor to terminate this Sublease or Sublessee’s right to possession of the Subleased Premises.

 

d.             The rights and remedies of Sublessor under this Section 27 shall be in addition to all other rights and remedies provided to Sublessor in this Sublease, in the Master Lease or by law, whether now in force or hereafter enacted, including, but not limited to, injunctions and other equitable relief.

 

28.          Surrender. On the expiration or earlier termination of the Term of this Sublease, Sublessee shall quit the Subleased Premises and surrender possession to Sublessor in accordance with this Section 28. Sublessee shall leave the Subleased Premises in first (lst)-class sanitary condition, repair and appearance, reasonable and normal wear and tear excepted, and otherwise in compliance with the Master Lease. For purposes of this Sublease, the term “reasonable and normal wear and tear” shall not include any damage or deterioration that would have been prevented by good maintenance practice by Sublessee. On expiration or termination, Sublessee shall, without expense to Sublessor or Master Lessor, remove or cause to be removed from the Subleased Premises (a) all debris and rubbish; (b) any items of furniture, equipment, freestanding cabinet work and other articles of personal property owned by Sublessee or installed or placed by Sublessee at Sublessee’s expense in the Subleased Premises; (c) any similar articles of any other persons claiming under Sublessee that Sublessor or Master Lessor, in Sublessor’s or Master Lessor’s sole discretion, requires to be removed; (d) all telephone, data processing, audio and video, security and electrical (other than electrical wiring terminating at or connected to building standard outlets) cables, wires, lines, duct work, sensors, switching equipment, control boxes and related improvements, in compliance with the National Electric Code or other applicable law, unless Sublessor or Master Lessor elects to retain any of the foregoing, in which case, those items that Sublessor or Master Lessor has elected to retain shall be left by Sublessee in good condition and working order, lien free and properly labeled; (e) any signage placed in, on or about the Subleased Premises by Sublessee or on behalf of Sublessee; and (f) any alterations, installations, additions, modifications or improvements that Sublessee makes to the Subleased Premises, whether during the Term of this Sublease, that Sublessor or Master Lessor, in Sublessor’s or Master Lessor’s sole discretion, requires to be removed. Sublessee shall, at Sublessee’s sole expense, repair all damage or injury that may occur to the Subleased Premises caused by Sublessee’s removal of any of the foregoing items and shall restore the Subleased Premises to their original condition. Any property described in this Section 28 not removed from the Subleased Premises by Sublessee upon the expiration or sooner termination of this Sublease shall, at Sublessor’s or Master Lessor’s option, become the property of Sublessor or Master Lessor or Sublessor or Master Lessor may remove or cause to be removed such property for Sublessee’s account, in which case Sublessee shall reimburse Sublessor or Master Lessor for the cost of removal (including the cost of repairing any damage to the Subleased Premises caused by removal) and storage and a reasonable charge for Sublessor’s or Master Lessor’s overhead within ten (10) days after Sublessor or Master Lessor gives Sublessee a statement thereof. Sublessee waives all claims against Sublessor and Master Lessor for any damage or loss to Sublessee

 

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resulting from Sublessor’s or Master Lessor’s removal, storage, retention or disposition of any such property. Upon expiration or termination of this Sublease or of Sublessee’s possession, whichever is earliest, Sublessee shall surrender all keys to the Subleased Premises and shall deliver to Sublessor all keys for or make known to Sublessor the combination of locks on all safes, cabinets and vaults that may be located in the Subleased Premises. Sublessee’s obligations under this Section 28 shall survive the termination of this Sublease.

 

29.          Notice of Additional Space. Sublessor will use commercially reasonable efforts to notify Sublessee if any other portion of the Master Leased Premises becomes available for Sublease. Sublessor shall have no responsibility to sublease such available space to Sublessee nor shall Sublessor have any liability if Sublessor fails to notify Sublessee of any such space becoming available.

 

30.          Time of Essence. Time is of the essence of each and every provision of this Sublease.

 

31.          Ambiguities. This Sublease has been negotiated at arm’s length and between persons sophisticated and knowledgeable in the matters dealt with in this Sublease. Accordingly, any rule of law (including Civil Code section 1654) or legal decision that would require interpretation of any ambiguities in this Sublease against the party that has drafted it is not applicable and is waived. The provisions of this Sublease shall be interpreted in a reasonable manner to effect the purpose of the parties.

 

32.          Force Majeure. Subject to the provisions of the Master Lease, if either Sublessor or Sublessee is delayed, hindered in or prevented from the performance of any act required under this Sublease by reason of strikes, lock-outs, labor troubles, inability to procure standard materials, failure of power, restrictive governmental laws, regulations or orders, or governmental action or inaction (including failure, refusal or delay in issuing permits, approvals and/or authorizations) (that is not the result of the action or inaction of the party claiming such delay), riots, civil unrest or insurrection, war, terrorism, bioterrorism, fire, earthquake, flood or other natural disaster, unusual and unforeseeable delay that results from an interruption of any public utilities (e.g., electricity, gas, water, telephone) or other unusual and unforeseeable delay not within the reasonable control of the party delayed in performing work or doing acts required under the provisions of this Sublease, then performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. The provisions of this Section 32 shall not operate to excuse Sublessee from prompt payment of rent, including, but not limited to, Base Rent, or either party from any other payments required under the provisions of this Sublease.

 

33.          Section Headings. The headings of sections in this Sublease are inserted for convenience of reference only and shall not be construed to limit or extend or otherwise affect in any way the meaning of any part of this Sublease.

 

34.          Severability. If any provision of this Sublease, to any extent, shall be determined by a court of competent jurisdiction or an arbitrator to be invalid or unenforceable, the remainder of this Sublease shall not be affected thereby, and each and every provision of this Sublease shall be valid and enforceable to the fullest extent permitted by law, unless the effect of

 

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such severance would be to substantially alter this Sublease or the obligations of the parties, in which case this Sublease may be immediately terminated.

 

35.          Assignment and Subletting. Sublessee’s interest in this Sublease is not assignable, in whole or in part, either voluntarily or by operation of law, nor shall Sublessee’s interest in this Sublease be encumbered by deed of trust, mortgage or otherwise, nor shall Sublessee have the right to sublet or license or allow another party to use or occupy the Subleased Premises, or any part thereof, without the prior written consent of Sublessor and Master Lessor, which consent may be withheld in their sole and absolute discretion for any reason or no reason. Sublessor or Master Lessor further shall have the right to condition the giving of any such consent, including, but not limited to, requiring that the proposed sublessee, assignee or licensee deposit with Sublessor or Master Lessor a security deposit for the faithful performance of all of the terms, covenants and conditions of this Sublease to be kept and performed by Sublessee during the Term hereof. Such security deposit, if required, shall be paid to Sublessor and/or Master Lessor prior to the effective date of any such proposed sublease, assignment or license. Sublessee shall, upon demand, reimburse Sublessor for all attorneys’ fees and reasonable costs incurred by Sublessor in connection with the review and/or preparation of documents in connection with any such proposed assignment, subletting, license, encumbrance, use or occupation. In the event any assignment, subletting, license, encumbrance, use or occupation, to which Sublessor and Master Lessor has consented, results in ADA compliance requirements, the transferee shall bear all costs and expenses associated with such ADA compliance requirements. Any assignment, subletting, license, encumbrance, use or occupation without the written consent of Sublessor and Master Lessor as provided herein shall be void and shall, at the option of Sublessor or Master Lessor, constitute a material breach of this Sublease. If Sublessee is a corporation, partnership or other entity, a change of ownership, whether voluntarily or by operation of law, and whether in one (1) transaction or as a cumulative result of more than one (1) transaction, of fifty percent (50%) or more of the interest in Sublessee shall constitute an assignment by Sublessee of this Sublease requiring consent from Sublessor and Master Lessor as above provided. Sublessee hereby waives and discharges any claims it may have against Sublessor and Master Lessor for damages arising from Sublessor’s or Master Lessor’s withholding or conditioning its consent. Sublessee shall indemnify, defend and hold harmless Sublessor and Master Lessor from any and all liability, losses, claims, damages, costs, expenses, causes of action and proceedings involving any third party or parties (including, but not limited to, Sublessee’s proposed assignee or subtenant) who claim that they were damaged by Sublessor’s or Master Lessor’s withholding or conditioning of its consent. Any assignment or subleasing otherwise shall be in compliance with the provisions of Article 10 of the Master Lease.

 

36.          Attorneys’ Fees.

 

a.             If Sublessor or Sublessee should institute any legal action, arbitration, proceeding or other action to recover possession of the Subleased Premises, to recover any sum due under this Sublease or the Master Lease, because of the breach of any provision of this Sublease or the Master Lease or for any other relief against the other party hereunder, then all costs and expenses, including reasonable attorneys’ fees and fees and costs of expert witnesses, incurred by the prevailing party therein, including those incurred in connection with preparing and serving any notices or other acts necessary to bring a proceeding on any

 

16


 

provision of this Sublease or any post-judgment or post-award proceeding to enforce any judgment or award, shall be paid by the other party, which obligation on the part of the other party shall be deemed to have accrued on the date of the commencement of such action and shall be enforceable whether or not the action is prosecuted to judgment or award. This provision is separate and several and shall survive the merger of this provision into any judgment or award.

 

b.             In the event that Sublessor uses an attorney(s) for the enforcement or interpretation of this Sublease, or any part thereof; or the collection of any rent or sums equivalent to rent due or to become due hereunder; or the recovery of possession of the Subleased Premises, whether or not suit is commenced or judgment entered; or due to any bankruptcy petition filed by Sublessee or Sublessee’s guarantor, if any, Sublessee shall pay to Sublessor, upon demand, all of Sublessor’s reasonable attorneys’ fees and costs, and failure to pay shall be deemed to be a material default.

 

37.          Change in Law. In the event of any legislative or regulatory change (including any change in Medicare or Medicaid policy) or determination, whether federal or state, that has or would have a significant adverse impact on either party hereto, or if legal counsel knowledgeable in health care matters reasonably determines that in the event of an audit or investigation, this Sublease is likely to be challenged by any governmental agency as illegal or improper or result in potential sanctions, fines, penalties or exclusion from the Medicare or Medi-Cal programs, or in the case of Sublessor, loss of tax-exempt status or its ability to obtain tax-exempt financing, the affected party shall have the right to require that the other party renegotiate the terms of this Sublease to either enter into a new sublease (to the extent required under applicable laws, including, without limitation, the Stark Law) or an amendment to this Sublease that brings this Sublease into compliance with the law without materially affecting the contemplated economic benefits and burdens of the original arrangement; provided, however, if Sublessor, in the exercise of its reasonable judgment, believes immediate termination of this Sublease is required by or to be in compliance with applicable laws or if the relationship reflected herein poses immediate jeopardy to Sublessor’s tax-exempt status or ability to obtain tax-exempt financing, Sublessor may terminate this Sublease upon written notice to Sublessee. If the parties fail to reach an agreement to amend or enter into a new sublease satisfactory to both parties within thirty (30) days of the request for renegotiation, the party requesting such renegotiation may terminate this Sublease upon written notice to the other party if such party believes, in the exercise of its reasonable discretion, that continuation of this Sublease creates serious potential risk for such party.

 

38.          Notices. All written notices to be given in connection with this Sublease shall be sufficient if personally delivered or sent by facsimile (together with proof of transmission); First-Class Mail or certified or registered mail, postage prepaid; or national overnight delivery service addressed to the party entitled to receive such notice at the address specified below by such party or changed by written notice in accordance with this Section 37. Notice shall be effective as follows: (a) when personally delivered to the recipient, notice is effective on delivery; (b) when mailed by certified or registered mail with return receipt requested, notice is effective on receipt if delivery is confirmed by a return receipt; (c) when delivered by overnight delivery with charges prepaid or charged to the sender’s account, notice is effective on delivery if delivery is confirmed by the delivery service; (d) when mailed by First-Class Mail through the United States Postal Service, notice is effective three (3) days after the

 

17


 

date of mailing; or (e) when sent by facsimile, notice is effective upon confirmation of receipt, provided that any notice given by facsimile shall be considered to have been received on the next business day if it is received after 5 p.m. (recipient’s time) or on a nonbusiness day. Any correctly addressed notice that is refused, unclaimed or undeliverable because of an act or omission of the party to be notified shall be considered to be effective as of the first (1st) date that the notice was refused, unclaimed or considered undeliverable by the postal authorities, messenger or overnight delivery service.

 

39.          Inspection and Entry. Sublessor may inspect the Subleased Premises, during business hours and upon reasonable advance notice to Sublessee, with or without Sublessee’s presence, for any lawful purpose, excluding Sublessee’s vaults, safes and files and individual offices that Sublessee regularly keeps locked during non-business hours to comply with confidentiality requirements of patients. Sublessor may enter the Subleased Premises without advance notice to Sublessee in case of emergency. Sublessee shall not add or change any lock, locking device, bolt or latch on the Subleased Premises and Sublessee acknowledges that Sublessor is entitled to a key to the Subleased Premises and may use the same for entry as provided herein except as otherwise provided hereinabove.

 

40.          Brokerage Fees. If Sublessee has dealt with any person or real estate broker in respect of subleasing or renting space in the Building, Sublessee solely shall be responsible for the payment of any fee due said person or firm and shall hold Sublessor and Master Lessor free and harmless against any liability in respect thereto.

 

41.          Entire Sublease/Amendment. This Sublease, including any and all exhibits, constitutes the entire understanding and agreement between the parties as to those matters contained in it and supersedes any and all prior or contemporaneous agreements, representations and understandings of the parties. This Sublease may be amended at any time by mutual agreement of the parties, but any such amendment must be in writing, dated and signed by the parties and attached hereto.

 

42.          Waiver of Jury Trial. Section 11.22 of the Master Lease hereby is incorporated into this Sublease to the extent the same is permitted by applicable law.

 

43.          Joint and Several. If there be more than one (1) Sublessee, the obligations hereunder imposed upon Sublessee shall be joint and several. If there is more than one (1) party constituting Sublessee, each such co-subtenant hereby grants to all of the other co-subtenants the right and authority to act individually on behalf of all co-subtenants, as Sublessee, with respect to this Sublease, including, but not limited to, renewing, modifying or terminating the same.

 

44.          Waiver. Any failure of a party to insist upon strict compliance with any term, undertaking or condition of this Sublease shall not be deemed to be a waiver of such term, undertaking or condition unless the same is in writing and signed and dated by the parties.

 

45.          Governing Law. This Sublease shall be governed by and construed in accordance with the laws of the State of California.

 

18


 

46.             Counterparts. This Sublease may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall be deemed one (1) and the same instrument.

 

47.             Third Party Beneficiaries. Unless otherwise expressly provided, this Sublease shall not create any third-party beneficiary rights for any person or entity.

 

48.             Covenants. The parties hereto agree that all provisions hereof are to be construed as both covenants and conditions as though the words importing such covenants and conditions were used in each separate paragraph hereof.

 

49.             Execution. By their signatures below, each of the following represent that they have authority to execute this Sublease and to bind the party on whose behalf their execution is made.

 

IN WITNESS WHEREOF, the parties have executed this Sublease, or caused this Sublease to be executed on its behalf.

 

SUBLESSOR:

SUBLESSEE:

 

 

SUTTER WEST BAY HOSPITALS, a

INVITAE CORPORATION, a Delaware

California nonprofit public benefit

corporation

corporation dba California Pacific Medical

 

Center

 

 

 

 

 

 

 

 

 

 

By:

/s/ Grant Davies

 

 

By:

/s/ Grant Davies

Grant Davies, EVP & CEO

 

Its:

PRESIDENT & CEO

Dated:

12/11/13

 

 

Dated:

16 DEC 2013

 

 

 

 

 

 

 

 

Address:

 

 

 

California Pacific Medical Center

 

 

 

Property Management Department

By:

 

 

2351 Clay Street, Suite 201

Its:

 

 

San Francisco, California 94115

Dated:

 

 

(415) 600-1985 (facsimile)

 

 

 

 

 

Address:

With a copy to:

 

 

 

 

 

 

Invitae Corporation

 

Sutter Health Facility & Property

 

458 Brannan Street

 

Services

 

San Francisco, California 94107

 

Attn: Director of Real Estate

 

(415) 520-9486 (facsimile)

 

2880 Gateway Oaks Drive

 

 

 

Suite 220

 

 

 

Sacramento, California 95833

 

 

 

(916) 566-4801 (facsimile)

 

 

 

19

 

EXhibit A

 

MASTER LEASE

 

(SEE ATTACHED)

 

 

LEASE

 

475 Brannan Street

San Francisco, California

 

SKS BRANNAN ASSOCIATES, LLC,

a Delaware limited liability company

 

LANDLORD

 

and

 

CALIFORNIA PACIFIC MEDICAL CENTER,

a California non-profit public benefit corporation

 

TENANT

 


 

TABLE OF CONTENTS

 

 

 

 

Page

ARTICLE 1

TERMS AND DEFINITIONS

 

1

1.01

General

 

1

1.02

Landlord

 

1

1.03

Tenant

 

1

1.04

Premises

 

2

1.05

Term

 

2

1.06

Leasehold Improvements

 

2

1.07

Rent

 

3

1.08

Intended Use

 

3

1.09

Number of Parking Spaces

 

3

1.10

Brokers

 

3

1.11

Exhibits

 

3

ARTICLE 2

PREMISES AND APPURTENANCES

 

4

2.01

Lease of Premises

 

4

2.02

Common Area

 

4

2.03

Parking Rights

 

5

ARTICLE 3

TERM

 

6

3.01

Term

 

6

3.02

Possession and Commencement

 

7

3.03

Options

 

8

3.04

Holding Over

 

12

ARTICLE 4

RENT

 

12

4.01

Base Rent

 

12

4.02

Reserved

 

13

4.03

Additional Rent

 

13

4.04

Payment

 

20

ARTICLE 5

USE

 

21

5.01

Use

 

21

5.02

Compliance with Laws

 

21

5.03

Nuisance and Waste

 

22

5.04

Landlord’s Representation

 

22

5.05

Compliance with Environmental Laws and Other Environmental Matters

 

23

5.06

Underground Storage Tank

 

25

ARTICLE 6

CONDITION OF PREMISES

 

31

6.01

Initial

 

31

6.02

Alterations

 

32

6.03

Maintenance and Repair

 

34

6.04

Reserved

 

36

6.05

Entry by Landlord

 

36

6.06

Access; Control

 

37

ARTICLE 7

UTILITIES; TAXES; INSURANCE

 

38

7.01

Utilities

 

38

7.02

Other Taxes Payable by Tenant

 

41

 

i


 

TABLE OF CONTENTS

(Continued)

 

 

 

 

Page

7.03

Insurance

 

41

7.04

Indemnification

 

45

ARTICLE 8

DAMAGE OR DESTRUCTION; TAKING

 

46

8.01

Insured Casualty

 

46

8.02

Release

 

47

8.03

Abatement

 

48

8.04

Force Majeure

 

48

8.05

Uninsured Casualty

 

48

8.06

Extent of Repair

 

48

8.07

Waiver

 

49

8.08

Eminent Domain

 

49

ARTICLE 9

DEFAULT AND REMEDIES

 

50

9.01

Events of Default

 

50

9.02

Termination

 

51

9.03

Continuation

 

52

9.04

Entry

 

53

9.05

Landlord’s Right to Perform

 

53

9.06

Rights Cumulative

 

53

ARTICLE 10

SUCCESSORS

 

54

10.01

Assignment and Subletting

 

54

10.02

Successors and Assigns

 

60

10.03

Surrender of Premises

 

60

10.04

Definition of Landlord

 

60

ARTICLE 11

MISCELLANEOUS

 

61

11.01

Brokers

 

61

11.02

Protection of Lenders

 

61

11.03

Estoppel Certificate; Financial Statements

 

62

11.04

Rules and Regulations

 

63

11.05

Conflict of Laws

 

63

11.06

Attorneys’ Fees

 

63

11.07

Reserved

 

63

11.08

Waiver

 

64

11.09

Terms and Headings

 

64

11.10

Time

 

64

11.11

Prior Agreements; Amendments

 

64

11.12

Separability

 

64

11.13

Force Majeure

 

64

11.14

Signs and Auctions

 

65

11.15

Accord and Satisfaction

 

65

11.16

Quiet Enjoyment

 

65

11.17

Adverse Condition

 

65

11.18

Condition of Premises at Expiration

 

66

11.19

Notices

 

66

11.20

Abandonment

 

67

11.21

Landlord’s Liability

 

67

 

ii


 

TABLE OF CONTENTS

(Continued)

 

 

 

 

Page

11.22

Waiver of Jury Trail

 

68

11.23

Diminution of Light, Air and View

 

68

11.24

Authority

 

68

11.25

Miscellaneous

 

69

11.26

Contingency

 

69

 

iii

 

STANDARD FORM OFFICE LEASE

 

THIS LEASE is made as of the 13th day of February, 2004 (the “Lease Date”), by and between Landlord and Tenant, who agree as follows:

 

ARTICLE 1

TERMS AND DEFINITIONS

 

1.01        General. When used in this Lease, the following terms shall have the following meanings which are agreed to and form part of this Lease.

 

1.02        Landlord.

 

A.            Name: SKS BRANNAN ASSOCIATES, LLC,

a Delaware limited liability company

 

B.            Address for Notices:

c/o SKS Investments LLC

500 Treat Avenue, Suite 200

San Francisco, California 94110

Attn: Mr. Paul E. Stein

 

1.03        Tenant.

 

A.            Name: CALIFORNIA PACIFIC MEDICAL CENTER,

a California non-profit public benefit corporation

 

B.            Address for Notices:

 

Prior to the Commencement Date:

California Pacific Medical Center

2200 Webster, Suite 514

San Francisco, California 94115

Attention: David R. Fielder

 

After the Commencement Date:

California Pacific Medical Center

475 Brannan Street, Suite 220

San Francisco, California 94107

Attention: David R. Fielder

 

With a copies at all times to:

California Pacific Medical Center

2333 Buchanan

First Floor

 

1


 

San Francisco, California 94115

Attn: Jack Bailey

 

and to:

 

USF Real Estate Brokerage Services, Inc.

2200 River Plaza Drive, 3rd Floor West

Sacramento, California 95833

Attention: Christopher J. Ott

 

1.04        Premises.

 

A.            Leased Space. Those certain premises described in Section 2.01 below.

 

B.             Building Address.             475 Brannan Street

San Francisco, California

 

C.             Suite Numbers:                Suites 120, 130 and 220.

 

D.            Floor(s) Upon Which the Premises Are Located: First and Second Floors.

 

E.            Approximate Square Feet Within Premises: 42,647 rentable square feet.

 

1.05        Term.

 

A.            Initial Term: Five (5) years.

 

B.            Commencement Date: The “Commencement Date” shall be the date which is the earlier of (a) substantial completion of that portion of Tenant’s Work relating to the vivarium lab to be located in the Premises (as more fully described in the Work Letter), and (b) December 1, 2004; provided, however, that the December 1, 2004 deadline may be delayed as provided in Section 3.02.

 

C.            Options to Extend: As set forth in Section 3.03.

 

1.06        Leasehold Improvements. The aggregate of Landlord’s Work and Tenant’s Work as more fully set forth in the Work Letter.

 

2


 

1.07        Rent.

 

A.            Base Rent:

 

Lease Years

 

Monthly

 

Annually (per sq. ft.)

 

Annual Base Rent

 

 

 

 

 

 

 

 

 

Suites 120 and 130 — 28,220

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease Year 1

 

$

62,319.67

 

$

26.50

 

$

747,830.00

 

Lease Year 2

 

$

64,670.83

 

$

27.50

 

$

776,050.00

 

Lease Years 3-5

 

$

70,550.00

 

$

30.00

 

$

846,600.00

 

 

 

 

 

 

 

 

 

Suite 220 14,427

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease Years 1-5

 

$

18,033.75

 

$

15.00

 

$

216,405.00

 

 

Option Terms                                As determined pursuant to Sections 3.03

 

B.            Number of Months Rent Abated: Zero.

 

C.            Tenant’s Percentage: 17.45%.

 

D.            Late Charge: Four percent (4%).

 

E.            Security Deposit. None.

 

1.08        Intended Use. A biotech molecular research lab with a small vivarium component and supporting office functions for such lab.

 

1.9          Number of Parking Spaces. 42 parking spaces.

 

1.10        Brokers.                        Colliers International — Landlord’s Broker

 

USI Real Estate Brokerage Services Inc. — Tenant’s Broker

 

1.11        Exhibits.

 

A.            Floor Plan Showing Premises

 

B.            Work Letter

 

C.            Confirmation of Term of Lease

 

3


 

D.            Rules and Regulations

 

E.            Construction Rules and Regulations

 

F.             List of Existing Furniture

 

ARTICLE 2

PREMISES AND APPURTENANCES

 

2.01        Lease of Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the “Premises” defined as a portion of that certain building located at 475 Brannan Street, San Francisco, California (the “Building”), containing approximately 12,967 rentable square feet of lab space located on the first floor and designated as Suite 120, approximately 15,253 rentable square feet of lab space located on the first floor and designated as Suite 130, and approximately 14,427 rentable square feet located on the second floor and designated as Suite 220, totaling approximately 42,647 rentable square feet, all as outlined on the Floor Plans attached hereto as Exhibit A, with Landlord’s Work as defined in the work letter attached as Exhibit B (the “Work Letter”) completed and containing the UST and Generator Equipment (as defined in Section 5.06), the lab equipment listed on Schedule 1 to the Work Letter, and the furniture listed on Exhibit F (the “Existing Furniture”) which is currently located in the Premises. During the Term, Tenant shall have the right to use the UST and Generator Equipment, the lab equipment and the Existing Furniture subject to the terms and conditions of this Lease. The Premises exclude the common stairways, stairwells, hallways, accessways and pipes, conduits, wires and appurtenant fixtures serving exclusively or in common other parts of the Building.

 

The parties hereto agree that such lease is upon and subject to the terms, covenants and conditions set forth in this Lease. Tenant covenants as a material part of the consideration for this Lease to keep and perform each and all of the terms, covenants and conditions to be kept and performed by it hereunder.

 

2.02        Common Area. Tenant shall have the nonexclusive right to use in common with other tenants in the Building and their respective visitors and licensees and subject to the Rules

 

4


 

and Regulations referred to in Section 11.04 below, the following areas appurtenant to the Premises:

 

A.            The common entrances, lobbies, restrooms, elevators, stairways and accessways, loading docks, ramps, drives and platforms and any passageways and serviceways thereto, and the common pipes, conduits, wires and appurtenant equipment serving the Premises; and

 

B.            Common walkways and sidewalks necessary for access to the Building.

 

2.03        Parking Rights. Tenant shall have the right during the term of this Lease to lease, on a non-exclusive basis, the number of parking spaces specified in Section 1.09, all of which shall be located in the subterranean garage adjacent to the Building. Additional parking spaces may be leased by Tenant on a monthly basis (terminable by Landlord or Tenant on thirty (30) days’ prior written notice) to the extent not leased by others. The rental rate for any parking space lease by Tenant shall be One Hundred Fifty Dollars ($150.00) per month per parking space during the first year of the Initial Term of this Lease. Thereafter, the monthly rental rate for each parking space leased by Tenant shall be the then-current monthly rental rate charged to other tenants in the Building, but in no event shall the monthly rental rate exceed Two Hundred Dollars ($200.00) at any time during the Initial Term of this Lease. If Tenant exercises Option A to extend the term of this Lease, then the monthly rental rate for each parking space leased by Tenant at any time during the Option Term shall not exceed Two Hundred Dollars ($200.00). If Tenant exercises Option B to extend the term of the Lease, the monthly rental rate for each parking space leased by Tenant shall be the then-current rate charged to other tenants in the Building from time to time during the Option Term. The use of Tenant’s parking spaces shall be for the parking of motor vehicles used by Tenant, its officers and employees only. The parking rental payable by Tenant hereunder shall include all taxes imposed on the use of the parking spaces by any governmental or quasi-governmental authority. Parking rental shall be due and payable in advance, as additional rent, on the first day of each month during which parking spaces are leased hereunder. Parking spaces may not be assigned or transferred separate and apart from this Lease, and upon the expiration or earlier termination of this Lease, Tenant’s rights with respect to all leased parking spaces shall immediately terminate. Tenant and its

 

5


 

officers and employees shall not unreasonably interfere with the rights of Landlord or others entitled to use the garage. Access to the garage will generally be available on a twenty-four (24) hour basis, with in and out privileges. The use of the garage by Tenant, its officer and employees shall be subject to all applicable laws and the garage shall be subject to the reasonable control and management of Landlord who may from time to time establish, modify, and enforce reasonable, uniform and nondiscriminatory rules and regulation with respect thereto. Landlord reserves the right to change, reconfigure, or rearrange the parking areas, to reconstruct or repair any portion thereof, and to restrict the use of any parking areas without such actions being deemed an eviction of Tenant or a disturbance of Tenant’s use of the Premises and without Landlord’s being deemed in default hereunder; provided that Landlord shall use commercially reasonable efforts to minimize (to the extent consistent with applicable laws) the extent and duration of any resulting interference with Tenant’s parking rights. In the event that such activities unreasonably interfere with Tenant’s use of the garage and parking rights, rent for the parking spaces leased by Tenant shall be abated to the extent of such interference. Landlord may, in its sole discretion, convert the garage to a reserved and/or controlled parking facility, or operate the garage (or a portion thereof) as an attendant assisted and/or valet parking facility. Landlord reserves the right at any time to designate areas for Tenant’s leased parking in a location mutually acceptable to Landlord and Tenant and otherwise in a reasonable manner, and Tenant shall thereafter be responsible for insuring that its officers and employees park in the designated areas.

 

ARTICLE 3

TERM

 

3.01        Term. The Initial Term of this Lease shall be for the period designated in Section 1.05, beginning on the Commencement Date and ending on the expiration of such period, unless the term shall be sooner terminated as hereinafter provided. Upon commencement of the Initial Term, the parties shall complete and sign the Confirmation of Term of Lease attached as Exhibit C. This Lease shall be a binding contractual obligation effective upon the execution and delivery hereof by Landlord and Tenant, notwithstanding the later commencement of the Initial Term of this Lease.

 

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3.02        Possession and Commencement. Landlord shall deliver the Premises to Tenant in its “as is” condition (except as otherwise provided in Sections 5.05E and 6.01 of this Lease and Section 2 of the Work Letter) on the later of (a) the date which is three (3) business days after the date Tenant provides Landlord with written notice of issuance of the building permit required for construction of Tenant’s Work (as defined in the Work Letter) or (b) June 1, 2004 (the “Possession Date”). Landlord shall use reasonable efforts to deliver the Premises as soon as possible after the current tenant vacates the Premises. If Landlord, for any reason, cannot deliver possession of the Premises to Tenant in the condition required hereunder within sixty (60) days after the anticipated Possession Date (a “Possession Delay”), Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within three (3) business days after the end of such sixty (60) day period, unless Landlord delivers the Premises to Tenant within ten (10) days after such notice. Unless the Premises are delivered before the expiration of such ten (10) day period, Landlord shall be liable to Tenant for all actual, out-of-pocket losses and damages resulting therefrom. Tenant shall have no other remedies or resources for such failure by Landlord. If Tenant elects not to terminate this Lease, the Commencement Date, the Initial Term and the Options shall be extended by the length of the Possession Delay. In the event of a Possession Delay, Tenant shall have the right to postpone its election to terminate to a specified date, and may make such election on the later date specified in a written notice to Landlord delivered within ten (10) days after the anticipated Possession Date. If Tenant’s Work is not completed on the sixth (6th) month anniversary of the date the Premises is delivered to Tenant due to any Force Majeure Delay or Landlord Delay, the Commencement Date shall be delayed one (1) day for each day that completion of any Tenant Work is delayed due to such Force Majeure Delay or Landlord Delay. The term “Force Majeure Delay” shall mean any delay in completion of the Tenant Work which is attributable to Force Majeure (as defined below). The term “Landlord Delay” shall mean any delay in completion of the Tenant Work which is attributable to the act or omission of Landlord, its employees, agents or contractors. The period from the Possession Date until the Commencement Date shall be the “Build-Out Period” during which the term of this Lease shall not have commenced, but all obligations and rights of the parties hereunder shall be in effect, except that Tenant’s obligation to pay Base Rent, Tenant’s Percentage of Operating Expenses and all other charges shall not commence until the Commencement Date. Notwithstanding anything to the contrary contained in this Section 3.02,

 

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prior to June 1, 2004, Landlord shall deliver to Tenant possession of Suite 220 and that portion of the first floor of the Premises commonly referred to as Zone 1 within three (3) business days after Tenant’s written request provided that (a) Tenant has previously delivered to Landlord notice of issuance of the building permit required for construction of Tenant’s Work, and (b) if Tenant subsequently terminates the Lease pursuant to this Section 3.02 due to Landlord’s failure to deliver possession of the balance of the Premises, Landlord shall not be liable to Tenant for the increased losses and damages incurred by Tenant attributable to Tenant’s early possession of the Premises. As amplification of the foregoing, Landlord shall be liable to Tenant for all actual, out-of-pocket loss and damage resulting from Landlord’s failure to deliver possession of the Premises except those losses and damages that would not have been incurred by Tenant but for Tenant’s early possession of a portion of the Premises.

 

3.03        Options.

 

A.            Tenant is granted the right to exercise either of the two following renewal options, but not both: (a) three (3) consecutive options to extend the term of this Lease for one (1) year each with respect to the entire Premises only (“Option A”) or (b) two (2) consecutive options to extend the term of this Lease for five (5) years each with respect to the entire Premises only (“Option B”), on the terms and conditions set forth herein. If Tenant elects to exercise any extension rights under Option A, then Option B shall automatically terminate, and if Tenant elects to exercise any rights under Option B, then Option A shall automatically terminate. Any option under Option A or Option B shall be referred to as an “Option” and the renewal term pursuant to the exercise of any Option shall be referred to as an “Option Term”. The first Option to extend the Term of the Lease shall be exercised by giving Landlord written notice not less than twelve (12) months prior to the expiration of the Initial Term of Tenant’s intention to extend the term and of Tenant’s election to extend pursuant to Option A or Option B. If Tenant exercises Option A, the second and third Option to extend the term shall be exercised, if at all, by giving Landlord written notice not more than twelve (12) months and not less than one hundred eighty(180) days prior to the expiration of the term, as previously extended. If Tenant exercises Option B, the second Option to extend the term shall be exercised, if at all, by giving Landlord written notice not more than eighteen (18) months and not less than twelve (12) months prior to the expiration of the term, as previously extended. If Tenant exercises an Option, all references

 

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in this Lease to the “term” shall mean the term, as so extended. Notwithstanding the foregoing, if there is an uncured monetary Default (as defined in Section 9.01 hereof) or an uncured material non-monetary Default after notice and beyond applicable cure periods on the date Tenant exercises its Option, Landlord shall have the right to terminate the Option , in which event this Lease shall expire on the then-current expiration date of the term.

 

B.            If Tenant elects to exercise Option A, the Base Rent during an Option Term shall be the greater of: (i) the Base Rent as of the last month of the Initial Term or the immediately preceding Option Term, as applicable or (b) ninety-five percent (95%) of the projected prevailing market rental rate for Comparable Space (as defined below) for a term commencing on or about the commencement date of the applicable Option Term; or if Tenant elects to exercise Option B, the Base Rent during an Option Term shall be ninety-five percent (95%) of the projected prevailing market rental rate for Comparable Space for a term commencing on or about the commencement date of the applicable Option Term (in either case, the “Market Rate”). For this purpose, “Comparable Space” shall mean office and lab space that is (i) comparable in size, location, and quality to the Premises; (ii) leased for a term comparable to the Option Term; (iii) with respect to the portion of the Premises used for office purposes, located in the Building or other comparable office buildings in the “South of Market” vicinity of the Building; and (iv) with respect to the portion of the Premises used for lab purposes, located in comparable lab space in San Francisco, or if less than three (3) comparable lab spaces are available in San Francisco at the time of determination of the Market Rate, then comparable lab space in San Francisco and South San Francisco. In determining the Market Rate, the parties shall include all escalations and take into consideration (a) free rent and other rental abatement concessions, if any, being granted to tenants in connection with the Comparable Space; and (b) tenant improvements or allowances provided or to be provided for the Comparable Space, taking into account the value of the existing improvements in the Premises to Tenant, based on age, quality, and layout of the improvements. The Market Rate for an Option Term shall be calculated pursuant to Section 3.03C below. Such calculations as agreed upon by Tenant and Landlord as stated below shall be final and shall not be recalculated at the actual commencement of such Option Term.

 

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C.            Market Rate shall be determined as follows:

 

(1)           If Tenant provides Landlord with notice of exercise pursuant to Section 3.03A., then, not later than nine (9) months prior to the commencement of the applicable Option Term, Landlord shall deliver to Tenant a good faith written proposal of the Market Rate for the Premises for the Option Term. Within twenty-one (21) days after receipt of Landlord’s proposal, Tenant shall notify Landlord in writing (a) that Tenant accepts Landlord’s proposal or (b) that Tenant elects to submit the determination of Market Rate to arbitration in accordance with Section3.03C(3) below. If Tenant does not give Landlord a timely notice in response to Landlord’s proposal, Landlord’s proposal of Market Rate for the Option Term shall be binding upon Tenant.

 

(2)           If Tenant timely elects to submit the determination of Market Rate to arbitration, Landlord and Tenant shall first negotiate in good faith in an attempt to determine the Market Rate for the Option Term. If Landlord and Tenant are able to agree within thirty (30) days following the delivery of Tenant’s notice to Landlord electing arbitration (or if Tenant accepts Landlord’s initial proposal), then such agreement shall constitute a determination of Market Rate for purposes of this Section, and the parties shall immediately execute an amendment to this Lease stating the Market Rate and the Base Rent for the Option Term. If Landlord and Tenant are unable to agree on the Market Rate within such negotiating period, then within fifteen (15) days after the expiration of such negotiating period, the parties shall meet and concurrently deliver to each other in envelopes their respective good faith estimates of the Market Rate (set forth on a net effective rentable square foot per annum basis) (respectively, “Landlord’s Estimate” and “Tenant’s Estimate”). Landlord’s Estimate may not be more or less than its initial proposal of Market Rent. If the higher of such estimates is not more than one hundred five percent (105%) of the lower, then the Market Rate shall be the average of the two. Otherwise, the dispute shall be resolved by arbitration in accordance with subsection (3) below.

 

(3)           Within seven (7) days after the exchange of Landlord’s Estimate and Tenant’s Estimate, the parties shall each select as an arbitrator a licensed California real estate broker, who has at least ten (10) years active experience leasing office space located in the vicinity of the Premises immediately prior to his or her appointment (a “Qualified Arbitrator”).

 

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If one party shall fail to select a Qualified Arbitrator within the seven (7) day period, then the Market Rent for the applicable Option Term shall be the Estimate submitted by the other party pursuant to Section 3.03C(2). If two Qualified Arbitrators are appointed, Landlord’s and Tenant’s Qualified Arbitrators shall work together in good faith to agree upon which of the two Estimates more closely reflects the Market Rate of the Premises for the applicable Option Term. The Estimate selected by such Qualified Arbitrators shall be binding upon Landlord and Tenant. If the two Qualified Arbitrators cannot agree upon which of the two Estimates more closely reflects the Market Rate within forty-five (45) days after appointment of the second Qualified Arbitrator to be appointed, then, within ten (10) days after expiration of such forty-five (45) day period, the two Qualified Arbitrators shall select a third Qualified Arbitrator (the “Independent Arbitrator”). If an Independent Arbitrator has not been so selected by the end of such ten (10) day period, then either party, on behalf of both, may request such appointment by the local office of the American Arbitration Association (or any successor thereto), or in the absence, failure, refusal or inability of such entity to act, then either party may apply to the presiding judge for the San Francisco Superior Court, for the appointment of such an Independent Arbitrator, and the other party shall not raise any question as to the court’s full power and jurisdiction to entertain the application and make the appointment. Within five (5) days following notification of the identity of the Independent Arbitrator so appointed, Landlord and Tenant shall submit copies of Landlord’s Estimate and Tenant’s Estimate to the three arbitrators (the “Appraisal Panel”). The Appraisal Panel shall conduct a hearing, at which Landlord and Tenant may each make supplemental oral and/or written presentations, with an opportunity for rebuttal by the other party and for questioning by the members of the Appraisal Panel, if they so wish. Within a reasonable time following the hearing, the Appraisal Panel, by majority vote, shall select either Landlord’s Estimate or Tenant’s Estimate as the Market Rate, and shall have no right to propose a middle ground or to modify either of the two proposals or the provisions of this Lease. The Appraisal Panel shall attempt to render a decision within fifteen (15) business days after appointment. In any case, the Appraisal Panel shall render a decision within thirty (30) days after appointment. The decision of the Appraisal Panel shall be final and binding upon the parties, and may be enforced in accordance with the provisions of California law. In the event of the failure, refusal or inability of any member of the Appraisal Panel to act, a successor shall be appointed in the manner that applied to the selection of the member being replaced. Each party shall pay the fees

 

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and expenses of the Qualified Arbitrator designated by such party, and one-half of the fees and expenses of the Independent Arbitrator, if any, and the expenses incident to the proceedings (excluding attorneys’ fees and similar expenses of the parties which shall be borne separately by each of the parties.

 

(4)           Until the matter is resolved by agreement between the parties or a decision is rendered in any arbitration commenced pursuant to this Section 3.03, Tenant’s monthly payments of Base Rent shall be in an amount equal to the average of Landlord’s Estimate and Tenant’s Estimate. Within ten (10) business days following the resolution of such dispute by the parties or the decision of the arbitrators, as applicable, Tenant shall pay to Landlord, or Landlord shall pay to Tenant, the amount of any deficiency or excess, as the case may be, in the Base Rent theretofore paid.

 

3.04        Holding Over. If Tenant holds over after the expiration or earlier termination of the term of this Lease without the express written consent of Landlord, Tenant shall become a tenant at sufferance only, on all the terms set forth herein, except that the Base Rent shall be an amount equal to one hundred twenty-five percent (125%) of the Base Rent in effect upon the date of such expiration; provided, however, if Landlord notifies Tenant in writing that Landlord has entered into a new lease for the Premises commencing after the expiration or earlier termination of this Lease, together with reasonable evidence of such new lease, and Tenant fails to surrender the Premises, Base Rent during such hold-over period shall be an amount equal to one fifty percent (150%) of the Base Rent in effect upon the date of such expiration. Acceptance by Landlord of rent after such expiration or earlier termination shall not constitute a consent by Landlord to such holding over or result in a renewal or extension. The provisions of this section are in addition to and do not affect Landlord’s rights of re-entry or any rights of Landlord hereunder or as otherwise provided by law.

 

ARTICLE 4

RENT

 

4.01        Base Rent. Tenant agrees to pay Landlord the Base Rent designated in Section 1.07A, each in advance on or before the first day of each and every calendar month during the term. If the term of this Lease commences or ends on a day other than the first day of a calendar

 

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month, then the rental for such period shall be prorated at one-thirtieth of the monthly amount for each day this Lease is in effect during such period, and such rental shall be paid at the commencement of such period. Base Rent shall be subject to any periodic increase specified in Section 1.07A.

 

4.02        Reserved

 

4.03        Additional Rent. In addition to the Base Rent, Tenant agrees to pay additional rent as and when provided in this Section 4.03 and elsewhere in this Lease. (Base Rent and all such additional rent shall be referred to collectively herein as “Rent”.)

 

A.            For the purposes of this section and Section 1.07, the following terms are defined as follows:

 

“Land”: the parcel(s) of land on which the Building and the adjacent below-grade parking garage are located.

 

“Lease Year”: each successive twelve (12) month period during the Term, beginning on the Commencement Date, except that if the Commencement Date does not occur on the first day of a calendar month, the first Lease Year shall include the balance of the month in which the Commencement Date occurs and the next succeeding twelve (12) months. The second and subsequent Lease Years shall commence on the first day of the month following the last month of the first Lease Year and shall continue for the next succeeding twelve (12) months.

 

“Real Property”: collectively, the Land, the Building, the adjacent below-grade parking garage and the other improvements on the Land.

 

“Real Property Taxes”: all taxes, assessments (whether general or special), excises, transit charges, housing fund assessments or other housing charges, levies or fees, ordinary or extraordinary, unforeseen as well as foreseen, of any kind, that are assessed, levied, charged, confirmed or imposed on the Real Property or any part thereof, on the Landlord with respect to the Real Property, on the act of entering into this Lease or any other lease of space in the Real Property, on the use or occupancy of the Real Property or any part thereof, with

 

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respect to services or utilities consumed in the use, occupancy or operation of the Real Property, or on or measured by the rent payable under this Lease or in connection with the business of renting space in the Real Property, including, without limitation, any gross income tax or excise tax levied with respect to the receipt of such rent, by the United States of America, the State of California, the City and County of San Francisco, any political subdivision, public corporation, district or other political or public entity or public authority, and shall also include any other tax, fee or other excise, however described, which may be levied or assessed in lieu of, as a substitute (in whole or in part) for, or as an addition to, any other Real Property Taxes. Real Property Taxes shall include reasonable attorneys’ fees, costs and disbursements incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes shall not include income, franchise, gift, transfer, estate, excess profit, succession, inheritance or capital stock taxes unless, due to a change in the method of taxation, any of such taxes is levied or assessed against Landlord in lieu of, or as a substitute for, or as an addition to, any other charge that would otherwise constitute a part of Property Taxes; and fines, penalties or interest imposed due to Landlord’s failure to pay Real Property Taxes when due, unless Landlord’s failure is caused by Tenant’s act or omission.

 

“Tenant’s Percentage”: That portion of the total rentable area of the Building occupied by Tenant as set forth as a percentage in Section 1.07C above. As of the Lease Date, the total rentable area of the Building is 244,389 square feet.

 

“Operating Expenses”: the total actual costs and expenses incurred by Landlord in connection with the management, operation, maintenance, and repair of the Real Property, including, without limitation, the following costs (except to the extent otherwise excluded as an Operating Expense pursuant to this Section 4.03A): (1) salaries, wages, bonuses and other compensation (including hospitalization, medical, surgical, retirement plan, pension plan, union dues, life insurance, including group life insurance, welfare and other fringe benefits, and vacation, holidays and other paid absence benefits) relating to employees of Landlord, at the rank of property manager or below, or its agents directly engaged in the day-to-day management, operation, repair, or maintenance of the Real Property and costs of training such employees; (2) payroll, social security, workers’ compensation, unemployment and similar taxes with respect to such employees of Landlord or its agents, and the cost of providing disability or other benefits

 

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imposed by law or otherwise, with respect to such employees; (3) uniforms (including the cleaning, replacement and pressing thereof) provided to such employees; (4) premiums and other charges incurred by Landlord with respect to fire, earthquake, other casualty, boiler and machinery, theft, rent interruption, liability insurance, any other insurance as is deemed necessary or advisable in the reasonable judgment of Landlord, or any insurance required by the holder of a first mortgage lien on the Real Property, all in such amounts as Landlord determines to be appropriate, and the actual costs incurred in repairing an insured casualty to the extent of the deductible amount (not in excess of Twenty-Five Thousand Dollars ($25,000.00) per casualty event during Lease Years 1 through 5, not in excess of Thirty Thousand Dollars ($30,000.00) per casualty event during Lease Years 6 through 10 if the lease term is extended, and not in excess of Thirty-Five Thousand Dollars ($35,000.00) per casualty event during Lease Years 11 through 15 if the lease term is extended) under the applicable insurance policy; (5) water charges and sewer rents or fees; (6) license, permit and inspection fees and charges; (7) sales, use and excise taxes on goods and services purchased by Landlord in connection with the operation, maintenance or repair of the Real Property and building systems and equipment; (8) telephone, telegraph, postage, stationery supplies and other expenses incurred in connection with the operation, maintenance, or repair of the Real Property; (9) management fees and expenses (including fees and expenses for accounting, financial management, data processing and information services) not to exceed amounts customarily charged by property managers who manage comparable properties in the “South of Market” area similar in size and character to the Building; (10) repairs to and physical maintenance of the Real Property, including building systems and appurtenances thereto and normal repair and replacement of worn-out equipment, facilities and installations; (11) exterior window cleaning, guard, extermination, water treatment, rubbish removal from common areas, plumbing and other services and inspection or service contracts for elevator, electrical, mechanical, sanitary, heating, ventilation and air conditioning, and other building equipment and systems or as may otherwise be necessary or proper for the operation or maintenance of the Real Property; (12) supplies, tools, materials and equipment used in connection with the operation, maintenance or repair of the Real Property; (13) accounting, legal and other professional, consulting or service fees and expenses; (14) painting the exterior or the public or common areas of the Building and the cost of maintaining the sidewalks, landscaping and other common areas of the Real Property; (15) all actual costs and expenses for electricity,

 

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chilled water, air conditioning, water for heating, gas, fuel, steam, heat, lights, sewer service, communications service, power and other energy related utilities required in connection with the operation, maintenance and repair of the Real Property, including the Premises and the premises of other tenants to the extent not separately metered or submetered; (16) the cost of any capital improvements made by Landlord to the Real Property or capital assets acquired by Landlord after the Lease Date required under any governmental law, regulation or insurance requirement with which the Real Property was not required to comply prior to the Lease Date, such cost or allocable portion to be amortized over the useful life thereof, together with interest on the unamortized balance at a rate per annum equal to the Reference Rate (defined below) charged at the time such capital improvements or capital assets are constructed or acquired or such higher rate as may have been paid by Landlord on funds borrowed for the purpose of constructing or acquiring such capital improvements or capital assets, but in either case not more than the maximum rate permitted by law at the time such capital improvements or capital assets are constructed or acquired (the “Amortization Rate”); (17) the cost of any capital improvements made by Landlord to the Building or capital assets acquired by Landlord after the Lease Date that are for the protection of health and safety of occupants of the Real Property or are reasonably intended to immediately or within one year reduce other Operating Expenses, such cost or allocable portion thereof to be amortized over the useful life thereof together with interest on the unamortized balance at the Amortization Rate; (18) the cost of furniture, window coverings, carpeting, decorations, landscaping and other customary and ordinary items of personal property provided by Landlord for use in common areas of the Real Property or in the Building office (to the extent that such Building office is dedicated to the operation and management of the Real Property), such costs to be amortized over the useful life thereof; (19) the cost of any capital improvements made by Landlord to the Real Property or capital assets acquired by Landlord during the term of this Lease to the extent that the cost of any such improvement or asset is less than Five Thousand Dollars ($5,000); (20) property management office rent or rental value; (21) cost of operation, repair and maintenance of the adjacent below-grade parking garage, including resurfacing, restriping and cleaning; (22) any such expenses and costs resulting from substitution of work, labor, material or services in lieu of any of the above itemizations, or for any such additional work, labor, services or material resulting from compliance with any governmental laws, rules, regulations or orders applicable to the Real

 

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Property or any part thereof; and (23) Real Property Taxes. To the extent costs and expenses described above relate to both the Real Property and other property, such costs and expenses shall, in determining the amount of Operating Expenses, be allocated as commercially reasonable. Operating Expenses shall not include (A) legal fees, brokers’ commissions or other costs incurred in the negotiation, termination, or extension of leases or in proceedings involving a specific tenant; (B) depreciation; (C) capital expenditures (except for capital expenditures expressly included in the definition of Operating Expenses pursuant to Section 4.03A(16), 4.03A(17) and 4.03A(19)); (D) costs incurred in connection with the original construction of the Building or in connection with any major change in the Building, such as adding or deleting floors; (E) interest (except as expressly provided in Section 4.03A(16) and 4.03A(17)), principal, late charges, default fees, prepayment penalties or premiums on any debt owed by Landlord, including any mortgage debt; (F) costs of correcting defects in or inadequacy of the renovation of the Building; (G) expenses directly resulting from the defaults or gross negligence of the Landlord, its agents, servants or employees; (H) space planners’ fees, real estate brokers’ leasing commissions and advertising expenses incurred in connection with the original development or original leasing of the Building or future leasing of the Building; (I) costs for which Landlord is fully reimbursed by any tenant or occupant of the Building or by insurance by its carrier or any tenant’s carrier or by anyone else or costs incurred by Landlord for the repair of damage to the Real Property to the extent Landlord would have been reimbursed from insurance proceeds had Landlord carried the insurance which Landlord is expressly required to carry under the terms of this Lease, but which Landlord failed to carry ; (J) any bad debt loss, rent loss, or reserves for bad debts or rent loss; (K) costs associated with the operation of the business of the partnership or limited liability company which constitutes Landlord, as the same are distinguished from the costs of operation of the Building, including accounting and legal matters, costs of defending any lawsuits with any mortgagee (except as the actions of Tenant may be the issue), costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord’s interest in the Building, costs (including attorneys’ fees and costs of settlement, judgments and payments in lieu thereof) arising from claims, disputes or potential disputes in connection with potential or actual claims, litigation or arbitrations respecting Landlord and/or the Building and/or the Land; (L) the wages and benefits of any employee who does not devote substantially all of his or her time to the Building unless such wages and benefits are prorated as provided above to reflect time spent on

 

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maintaining, securing, repairing, operating or managing the Real Property vis-a-vis time spent on matters unrelated to such activities; (M) costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements made for new tenants in the Building or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants of the Building; (N) costs paid to Landlord or to affiliates of Landlord for services in the Building to the extent the same materially exceed or would materially exceed the costs for such services if rendered by first class unaffiliated third parties on a competitive basis; (O) costs arising from Landlord’s political or charitable contributions; (P) costs for sculpture, paintings or other objects of art; (Q) Landlord’s general corporate overhead; (R) costs of removal or remediation of Hazardous Substances (as defined in Section 5.05) required in order to comply with any laws applicable to the Building, including the Premises; (S) the cost of rental for items (except when needed in connection with normal repairs and maintenance or keeping permanent systems in operation while repairs are being made) which if purchased, rather than rented, would constitute a capital improvement which is specifically excluded from Operating Expenses; and (T) costs of electricity outside Business Hours provided to tenants of the Real Property by Landlord or any other special service to the tenants or service in excess of that furnished to Tenant whether or not Landlord receives reimbursement from such tenants as an additional charge.

 

B.            Tenant shall pay as additional rent an amount equal to the Operating Expenses paid or incurred by Landlord multiplied by Tenant’s Percentage. Before the Commencement Date and by January 31 of each succeeding calendar year, Landlord shall give Tenant notice of Landlord’s estimate of the payments to be made pursuant to this Section 4.03 for the then applicable calendar year. However, failure by Landlord to give such statement by said date shall not constitute a waiver by Landlord of its right to require payment of the additional rent. On or before the first day of each month, Tenant shall pay to Landlord one-twelfth (1/12) of such estimated amounts. Landlord may revise these estimates by written notice to Tenant whenever Landlord obtains more accurate information, such as the final real estate tax assessment or tax rate for the Real Property, in which event subsequent monthly payments by Tenant for such year shall be based upon such revised estimate. Within thirty (30) days after receiving Landlord’s notice regarding the revised estimate of the monthly payments to be made pursuant to Section 4.03 for a particular calendar year, Tenant shall pay Landlord an amount

 

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equal to the product of such estimated monthly payments (as set forth in Landlord’s notice), multiplied by the number of months that have elapsed in the applicable calendar year to the date of such payment including the current month, minus any payments on account thereof previously made by Tenant for the months elapsed. On the first day of each month thereafter, Tenant shall pay Landlord the estimated monthly payments as set forth in Landlord’s most recent notice, until a new estimate becomes applicable.

 

C.            On or before May 1st of each calendar year, Landlord shall deliver to Tenant a detailed statement of (a) Operating Expenses for such calendar year, and (b) the payments made by Tenant under Section 4.03 for such year (the “Annual Expense Statement”). Landlord shall also provide other reasonable supporting information that Tenant shall reasonably request. If, on the basis of such Annual Expense Statement, Tenant owes an amount that is less than the estimated payments for such calendar year previously made by Tenant, Landlord, at its election, shall either promptly refund the amount of the overpayment to Tenant or, if this Lease is still in effect, credit such excess and interest against Tenant’s subsequent obligations to pay Tenant’s Percentage of Operating Expenses. If, on the basis of such Annual Expense Statement, Tenant owes an amount that is more than the estimated payments for such year previously made by Tenant, Tenant shall pay the deficiency to Landlord within thirty (30) days after Landlord’s delivery of such Annual Expense Statement to Tenant. Even though the term has expired and Tenant has vacated the Premises, when the final determination is made of Tenant’s Percentage of Operating Expenses for the year in which this Lease terminates, Tenant shall immediately pay additional rent due for the period of Tenant’s occupancy or Landlord shall immediately refund to Tenant any overpayment of additional rent paid for the period of Tenant’s occupancy.

 

D.            Landlord shall maintain books and records showing Operating Expenses in accordance with sound management practices and generally accepted accounting principles, consistently applied. Tenant or its representative (which shall in no event be a person or entity who is paid on a contingency basis) shall have the right, during the one hundred eighty (180) day period following delivery of the Annual Expense Statement to Tenant, to examine in Landlord’s offices or in the offices of Landlord’s property manager Landlord’s books and records with respect to the Operating Expenses and Real Property Taxes for the subject calendar year during normal business hours and upon at least five (5) business days’ prior written notice. No such

 

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examination by Tenant shall in any way delay or excuse Tenant’s obligation to pay any deficiency referenced in the Annual Expense Statement within the time period stated above in Section 4.03C. If Tenant does not object in writing to the Annual Expense Statement within fifteen (15) business days after such examination or at the end of such one hundred eighty (180) day period, whichever is later, then such Annual Expense Statement shall be deemed final and binding on Landlord and Tenant. If Tenant’s examination establishes that the Annual Expense Statement overstated the deficiency owed by Tenant by more than four percent (4%), then Landlord shall be responsible for the reasonable, out-of-pocket expenses paid by Tenant to third parties in connection with such examination. Except as provided in the preceding sentence, Tenant shall be responsible for all costs and expenses associated with such examination.

 

E.            If it shall not be lawful for Tenant to reimburse Landlord for any increase in Real Property Taxes as defined herein, the Base Rent payable to Landlord prior to the imposition of such increases in Real Property Taxes shall be increased to net Landlord the same net Base Rent after imposition of such increases in Real Property Taxes as would have been received by Landlord prior to the imposition of such increases in Real Property Taxes.

 

4.04        Payment. All rents and other sums payable by Tenant to Landlord hereunder shall be paid in legal U.S. tender in immediately available funds or by good check as described below to Landlord at the address designated by Landlord in Section 1.02 above, to such other person or at such other places as Landlord may hereafter designate in writing. Payments made by check must be drawn either on a California financial institution or on a financial institution that is a member of the federal reserve system. All amounts of Rent, if not paid when due, shall bear interest from the due date until paid at an annual rate of interest (the “Interest Rate”) equal to the lesser of (1) ten percent (10%) or (2) a rate equal to the sum of five (5) percentage points over the publicly announced reference rate (the “Reference Rate”) charged on such due date by the San Francisco Main Office of Bank of America, N.A. (or any successor bank thereto) (or if there is no such publicly announced rate, the rate quoted by such bank in pricing ninety (90) day commercial loans to substantial commercial borrowers). In addition, Tenant acknowledges that late payment by Tenant to Landlord of Rent will cause Landlord to incur costs not contemplated by this Lease, the exact amount of such costs being extremely difficult to fix. Such costs include, without limitation, processing and accounting charges, and late charges that may be

 

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imposed on Landlord by the terms of any encumbrance and/or note secured by an encumbrance covering the Premises. Therefore, if any installment of Rent due from Tenant is not received within ten (10) days after the date due, Tenant shall pay to Landlord an additional sum of four percent (4%) of the overdue Rent as a late charge; provided that, if Rent is not paid when due two (2) times during any period of twelve (12) calendar months and if Landlord shall have notified Tenant in writing that Tenant shall thereafter be entitled to no further grace periods, then during the remainder of such twelve (12) month period, Tenant shall not be entitled to such ten (10) day grace period, and such late charge shall be assessed on any Rent not paid by 5:00 p.m. on the due date. The parties agree that this late charge represents a fair and reasonable estimate of the costs that Landlord will incur by reason of late payment of Rent by Tenant. Acceptance of any late charge shall not constitute a waiver of Tenant’s default with respect to the overdue amount, or prevent Landlord from exercising any of the other rights and remedies available to Landlord. Notwithstanding the provisions of this Section 4.04 to the contrary, no late charge shall be assessed the first time during any calendar year that Rent is not paid within ten (10) days after the date on which it is due and payable, so long as Tenant shall pay any such delinquent amount within ten (10) days after notice of such delinquency from Landlord.

 

ARTICLE 5

USE

 

5.01        Use. Tenant shall use the Premises for the purposes specified in Section 1.08 and shall not use or permit the Premises to be used for any other purpose without the prior written consent of Landlord, which shall not be unreasonably withheld. Landlord acknowledges that Tenant’s contemplated use of the Premises is such that the Premises may be occupied weekday evenings and weekend days during the term in addition to customary business hours of 7:00 a.m. to 7:00 p.m. Accordingly, Tenant shall have access to the Premises at all times, subject to all other terms and provisions of this Lease. If Tenant’s use or operation of the Premises or any of Tenant’s equipment therein requires a governmental permit, license or other authorization or any notice to any governmental agency, Tenant shall promptly provide a copy thereof to Landlord.

 

5.02        Compliance with Laws. Tenant shall not use or occupy the Premises in violation of and Legal Requirement (as defined in Section 6.02) now or hereafter in effect or of the certificate of occupancy issued for the Building of which the Premises are a part, and shall

 

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immediately discontinue any use of the Premises which is declared by any governmental authority having jurisdiction to be a violation of such Legal Requirements or of such certificate of occupancy. Tenant, at its sole cost and expense, shall comply with any direction of any governmental authority having jurisdiction which shall, by reason of the nature of Tenant’s use or occupancy of the Premises, impose any duty upon Tenant or Landlord with respect to the Premises or with respect to the use or occupation of the Premises; provided, however, Tenant shall not be required to make or pay for alterations or improvements to the structural portions of the Premises or Building, unless such alterations or improvements are necessitated by Tenant’s Work or alterations.

 

5.03        Nuisance and Waste. Tenant shall not do or permit anything to be done in or about the Premises or the Building which will in any way obstruct or interfere with the rights of other tenants or occupants of the Building, or injure or annoy them, or use or allow the Premises to be used for any improper, immoral, unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance in, on or about the Premises or the Building. Landlord acknowledges that Tenant’s use of the Premises as a lab shall not violate the terms of this Section 5.03. Nothing herein shall be construed to restrict or prohibit Tenant’s operation in accordance with its Intended Use. Tenant shall not commit or suffer to be committed any waste in or upon the Premises. Tenant agrees not to cause, maintain or permit any nuisance in, on or about the Premises or the Building, or to use or permit to be used any loudspeaker or other device, system or apparatus that can be heard outside the Premises without the prior written consent of Landlord or to permit any objectionable odors, bright lights or electrical or radio interference that may annoy or interfere with the rights of other tenants of the Building or the public. The provisions of this Article 5 are for the benefit of Landlord only and shall not be construed to be for the benefit of any tenant or occupant of the Building.

 

5.04        Landlord’s Representation. Landlord represents and warrants to Tenant that Tenant’s use of the Premises for laboratory and vivarium purposes, so long as such uses constitute a Class B occupancy under the San Francisco Building Code, is not one which will invalidate Landlord’s insurance or cause an increase in the premium for such insurance or violates zoning and land use laws, rules, orders, ordinances, directions, regulations and requirements affecting the Real Property.

 

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5.05        Compliance with Environmental Laws and Other Environmental Matters.

 

A.            Tenant shall not bring or keep, or permit to be brought or kept, in the Premises or in or on the Real Property any Hazardous Substance (as hereinafter defined), except as expressly permitted by this Section 5.05A. Tenant shall not manufacture, generate, treat, handle, store or dispose of any Hazardous Substance in the Premises or in or on the Real Property, or use the Premises for any such purpose, or emit, release or discharge any Hazardous Substance into any air, soil, surface water or groundwater comprising the Premises or the Real Property, or permit any person using or occupying the Premises to do any of the foregoing, except as expressly permitted by this Section 5.05A. Notwithstanding the foregoing, Tenant may use, store, handle and dispose of any Hazardous Substances of the types and in amount customary in ordinary office use and the types of materials and substances exempt under the San Francisco Building Code in quantities permitted by the San Francisco Building Code for Group B occupancies for use in Tenant’s biotechnology research operations, provided all such usage, storage, handling and disposal is in compliance with all applicable Environmental Laws (as hereinafter defined). Tenant shall comply, and shall cause all persons using or occupying the Premises to comply, with all Environmental Laws applicable to the Premises, the use or occupancy of the Premises or any operation or activity therein and Tenant’s storage, use, handling and disposal of any Hazardous Substances used by Tenant in the Premises; provided, however, that Tenant shall not be required to contain, abate, remove or otherwise remediate any Hazardous Substance that was present in the Premises prior to delivery of the Premises to Tenant.. Tenant shall, within ten (10) days after Tenant’s receipt thereof, give written notice to Landlord of any notice or other communication (oral or written) regarding any (1) actual or alleged violation of Environmental Laws by Tenant or with respect to the Premises, (2) actual or threatened migration of any Hazardous Substance from the Premises, or (3) the existence of any Hazardous Substance in or on the Premises or regarding any actual or threatened investigation, inquiry, lawsuit, claim, citation, directive, summons, proceeding, complaint, notice, order, writ or injunction relating to any of the foregoing. As used in this Lease, “Hazardous Substance” shall mean any substance or material that is described as a toxic, hazardous, corrosive, ignitable, flammable or reactive substance, waste or material or a pollutant or contaminant, or words of similar import, in any of the Environmental Laws, and includes asbestos, petroleum, petroleum products, polychlorinated biphenyls, radon gas, radioactive matter, and chemicals that may cause

 

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cancer or reproductive toxicity. As used in this Lease, “Environmental Laws” shall mean all federal, state and local laws, ordinances, rules and regulations now or hereafter in force, as amended from time to time, in any way relating to or regulating human health or safety, or industrial hygiene or environmental conditions, or protection of the environment, or pollution or contamination of the air, soil, surface water or groundwater. Tenant shall indemnify and defend Landlord against and hold Landlord harmless from all claims, demands, liabilities, damages, fines, encumbrances, liens, losses, costs and expenses, including reasonable attorneys’ fees and disbursements, and costs and expenses of investigation, arising from or related to the existence on or after the Possession Date of Hazardous Substances from the Premises as a result of contamination caused by Tenant or the existence on or after the Possession Date of a violation of Environmental Laws by Tenant with respect to the Premises, except to the extent caused by the gross negligence or willful misconduct of a Landlord Party (as defined in Section 7.04). To the extent Tenant has an indemnification obligation under this Section 5.05, Tenant shall, as and to the extent required by Environmental Laws, perform all remedial actions to remove any Hazardous Substances in or on the Premises or to remedy actual or threatened migration from the Premises of any Hazardous Substances or to remedy any actual or threatened violation of Environmental Laws. This Section 5.05 shall survive termination of this Lease.

 

B.            Prior to first bringing any Hazardous Substances onto the Premises, Tenant shall prepare, and submit to Landlord for its review and approval, a Hazardous Substance Management Plan (the “HSMP”), specifying how Tenant intends to use, store, handle and dispose of any Hazardous Substances used in connection with its business and identifying all governmental permits, licenses, notifications and other forms of authorization Tenant is required to obtain. The HSMP shall describe in particular any biohazardous substances that Tenant intends to use in its operations at the Premises and the special precautions Tenant intends to take to assure that other occupants of the Building or members of the public are not exposed to such substances.

 

C.            California law requires landlords to disclose to tenants the existence of certain Hazardous Substances. Accordingly, the existence of gasoline and other automotive fluids, asbestos containing materials, maintenance fluids, copying fluids and other office supplies and equipment, certain construction and finish materials, tobacco smoke, cosmetics and other

 

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personal items must be disclosed. Gasoline and other automotive fluids are found in the Parking Lot. Cleaning, lubricating and hydraulic fluids used in the operation and maintenance of the Building are found in the utility areas of the Building not generally accessible to Building occupants or the public. Many Building occupants use copy machines and printers with associated fluids and toners, and pens, markers, inks, and office equipment that may contain Hazardous Substances. Certain adhesives, paints and other construction materials and finishes used in portions of the Building may contain Hazardous Substances. Although smoking is prohibited in the public areas of the Building, these areas may from time to time be exposed to tobacco smoke. Building occupants and other persons entering the Building from time to time may use or carry prescription and non-prescription drugs, perfumes, cosmetics and other toiletries, and foods and beverages, some of which may contain Hazardous Substances.

 

D.            The provisions of this Section 5.05 are for the benefit of Landlord only and shall not be construed to be for the benefit of any tenant or occupant of the Building.

 

E.            Landlord represents and warrants that, to the best of its knowledge, upon the Possession Date, the Premises shall comply in all material respects with Environmental Laws. If any portion of the Premises is in violation of Environmental Laws as of the Possession Date, Landlord shall perform such remediation work or cause other potentially responsible parties to remediate as and to the extent required by Environmental Laws. Subject to Landlord’s right to contest an alleged violation as set forth below, Landlord shall commence remediation work within thirty (30) days (or sooner if required by Environmental Laws) after receipt of written notice from Tenant describing in reasonable detail the nature of the violation, and thereafter diligently pursue such remediation work to completion as soon as reasonably practicable. Notwithstanding the foregoing, Landlord shall have the right to contest any alleged violation in good faith, including, without limitation, the right to apply for and obtain a waiver or deferment of compliance, the right to assert any and all defenses allowed by Environmental Laws, and the right to appeal any decisions, judgments or rulings as may be permitted by Environmental Laws.

 

5.06        Underground Storage Tank. Notwithstanding anything in this Lease to the contrary, Tenant shall have the right, at Tenant’s sole cost and expense, but without payment of

 

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any additional rent under the Lease, to use the four thousand (4,000) gallon underground diesel storage tank originally installed under the Real Property by a prior tenant of the Building (the “UST”), the electrical generator originally installed on the roof of the Building by such prior tenant (the “Generator”) and related equipment, including, but not limited to, fuel lines, electrical lines and electrical power connections and meters to service the Premises (collectively referred to herein, including the UST and the Generator, as the “UST and Generator Equipment”) subject to, and in accordance with, the terms and conditions contained in this Section 5.06.

 

A.            Tenant shall deliver to Landlord copies of all permits and other governmental registrations and approvals required by any Legal Requirement now or hereafter in effect applicable to the maintenance, operation and removal of the UST and Generator Equipment, including, without limitation, applicable requirements of the San Francisco Fire Department, San Francisco Department of Public Health, and the Bay Area Air Quality Management District.

 

B.            Tenant shall provide to Landlord, and maintain in effect (i) until such time as the Tenant no longer uses the UST and the UST is closed in accordance with applicable Legal Requirements, an Underground Storage Tank Compliance Policy in the minimum amount of One Million Dollars ($1,000,000) and (ii) until such time as Tenant no longer uses the UST and Generator Equipment and the UST is closed in accordance with applicable Legal Requirements, a Pollution Legal Liability Policy in the minimum amount of Five Million Dollars ($5,000,000), each naming Landlord as a loss payee, and otherwise in compliance with Section 7.03 of the Lease.

 

C.            Tenant, at its expense, shall keep the UST and Generator Equipment in good condition and repair, and shall comply with all applicable Legal Requirements relating to the maintenance, operation, and closure of the UST and Generator Equipment, including, without limitation, requirements pertaining to leak detection, secondary containment, corrosion protection and integrity testing, general inspections, spill control and response, and inventory control. In the event of a release from the UST and Generator Equipment, Tenant shall be the responsible party for all purposes under applicable Legal Requirements, unless such release was

 

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caused prior to the Possession Date or is caused by the gross negligence or willful misconduct of any Landlord Party.

 

D.            Tenant shall respond to any release of Hazardous Substances from the UST and Generator Equipment immediately after Tenant becomes aware of such release, regardless of the amount of the release, and shall make all required governmental notifications in the event of a release. In the event of any release from the UST and Generator Equipment, Tenant shall notify Landlord in writing of such release within twenty-four (24) hours after Tenant becomes aware thereof.

 

E.            On or before September 1 of each year during the term of this Lease, and otherwise from time to time during the term of this Lease within thirty (30) days following Landlord’s request, Tenant shall certify in writing to Landlord (and, upon Landlord’s request, to the holders of any Superior Interests) that to Tenant’s knowledge (i) Tenant has complied with all applicable Legal Requirements and its obligations hereunder, including, without limitation, all maintenance and monitoring requirements, and (ii) neither the UST and Generator Equipment nor the substances contained therein have resulted in soil, water, or other contamination on, under, or adjacent to the Premises or the Building in violation of Environmental Laws (or, to the extent applicable, that any such contamination or threat has been fully remediated to the satisfaction of all applicable governmental entities having jurisdiction).

 

F.             Landlord and its representatives shall have the right, at any reasonable time and from time to time, to inspect the UST and Generator Equipment and related property and soil, and to conduct soil or water sampling, testing, monitoring, digging, drilling, and analyses and to review any permits, documents, materials, inventories, financial data, or notices or correspondence to or from private parties or governmental authorities in connection therewith (collectively, a “UST/Generator Inspection”). In the event Landlord in good faith believes there has been a release from the UST and Generator Equipment in violation of Environmental Laws, all reasonable, out-of-pocket costs and expenses incurred by Landlord in connection with any UST/Generator Inspection shall become due and payable by Tenant within thirty (30) days after presentation by Landlord of an invoice therefor. Tenant shall maintain copies of all permits and other documentation relating to the UST and Generator Equipment at the Premises.

 

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G.            Tenant shall not modify all or any portion of the UST and Generator Equipment in any manner, and shall not change the substance stored in the UST, without first obtaining (i) the prior written consent of Landlord, which consent may be withheld in Landlord’s sole and absolute discretion, and (ii) all governmental permits and approvals required for such modification.

 

H.            In the event any investigation or monitoring of site conditions or any clean-up, containment, restoration, removal or other remedial work (collectively, the “Remedial Work”) is required under any applicable Legal Requirements, as the result of the maintenance, operation or closure of the UST and Generator Equipment by Tenant, its assignees, subtenants, or their respective agents, servants, employees, representatives and contractors, then at Landlord’s option either Tenant shall perform or cause to be performed the Remedial Work in compliance with such Legal Requirements or Landlord may cause such Remedial Work to be performed, and Tenant shall reimburse Landlord for all reasonable, out-of-pocket expenses incurred by Landlord in connection therewith within thirty (30) days after demand therefor. All Remedial Work performed by Tenant shall be performed by one or more contractors, selected by Tenant and approved in advance in writing by Landlord, which approval shall not be unreasonably withheld, and under the supervision of a consulting engineer selected by Tenant and approved in advance in writing by Landlord, which approval shall not be unreasonably withheld. All costs and expenses of such Remedial Work shall be paid by Tenant, including, without limitation, the charges of such contractors(s), the consulting engineer, and Landlord’s reasonable attorneys’ fees and costs incurred in connection with monitoring or review of such Remedial Work. Nothing in this Section 5.06H shall affect any of Landlord’s rights (or Tenant’s obligations) pursuant to this Section 5.06 or elsewhere in this Lease.

 

I.             In the event Tenant fails or is not able, for any reason, to comply with the Legal Requirements or Tenant’s obligations under this Section 5.06, in whole or in part, or if Landlord reasonably believes that the UST and Generator Equipment or the substance contained in the UST or Generator has resulted in or threatens to cause soil, water, or other contamination in violation of Environmental Laws or poses a threat to health, safety, or the environment, Landlord shall have the right, but not the obligation, to take any one or more of the following actions:

 

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(1)           To act in place of Tenant (and Tenant hereby appoints Landlord as Tenant’s agent for such purposes) and to take such action as Landlord may deem necessary to ensure compliance or to mitigate, abate, or correct the contamination or other threat. All reasonable, out-of-pocket costs and expenses incurred by Landlord in connection with any such actions, including, without limit, consultant’s and legal fees, shall become due and payable by Tenant to Landlord within thirty (30) days after presentation of an invoice therefor; and/or

 

(2)           Pursue all additional remedies as Landlord may have under the Lease and at law and in equity.

 

J.             Tenant hereby authorizes Landlord to communicate, verbally or in writing, with any governmental authority on any matter relating to the installation, use, maintenance, testing, operation, removal, or closure of the UST and Generator Equipment, the substances contained in the UST or Generator, or Tenant’s operations in connection therewith; and Tenant shall immediately forward to Landlord copies of any and all notices, correspondence, warnings, guidance, or other written materials received from any governmental authority in connection with the UST and Generator Equipment, the substances contained in the UST and Generator Equipment, or Tenant’s operations in connection therewith.

 

K.            Tenant hereby agrees to protect, defend, indemnify and hold Landlord Parties (defined below) and the holders of any Superior Interest (collectively, “Indemnitees”), and each of them, harmless from and against any and all claims, demands, suits, liabilities, losses, damages, penalties, response costs and expenses (including all consulting fees, litigation costs, and the reasonable fees and expenses of counsel) arising from or connected in any way with the UST and Generator Equipment, the substances contained in the UST and Generator Equipment, or the operations of Tenant or any employee, agent or contractor of Tenant in connection therewith, or a breach of any representation, warranty, covenant, or condition of this Section 5.06, including, without limitation, (i) the costs of any required or necessary repair, cleanup, or detoxification, and the preparation of any closure or other required plans, (ii) any violation of Legal Requirements, (iii) any lawsuit brought or threatened, settlement reached by Tenant, or government order, (iv) any personal injuries or property damages, and (vi) any migration of Hazardous Substances from the UST and Generator Equipment to adjacent

 

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properties. The foregoing indemnification by Tenant shall not apply to any claims, demands, suits, liabilities, losses, damages, penalties, response costs and expenses (including all consulting fees, litigation costs, and the reasonable fees and expenses of counsel) to the extent arising from the use of the UST and Generator Equipment prior to the Possession Date or to the extent caused by the gross negligence or willful misconduct of any Landlord Party.

 

L.            In the event the UST or the Generator is no longer desirable for Tenant’s use, and in any event prior to the expiration of the term of this Lease, Tenant shall close the UST and Generator Equipment in accordance with applicable Legal Requirements and to the reasonable satisfaction of Landlord, and restore the area in the vicinity of the UST and Generator Equipment to the condition existing as of the Possession Date. Additionally, Tenant shall provide Landlord with a copy of a certificate of closure issued for the UST and Generator Equipment by the City and County of San Francisco and/or other applicable governmental agency when such certificate of closure becomes available.

 

M.           Landlord shall permit Tenant, upon reasonable prior notice during normal business hours (except in an emergency), to have reasonable access to the UST and Generator Equipment and to and throughout the Building as reasonably necessary in order to fill the UST and Generator with fuel, monitor the fuel level therein, and maintain, repair and replace (when necessary) the UST and Generator Equipment. The indemnification provisions in Section 7.04 and the waiver of subrogation provisions in Section 7.03G shall apply to any damage claims relating to the UST and Generator Equipment.

 

N.            The parties acknowledge that the UST and Generator Equipment will be connected to the emergency generator for the Building (the “Building Emergency Generator”), and that the UST and Generator Equipment are designed to automatically refuel the Building Emergency Generator when a certain fuel level occurs. Landlord agrees that Tenant shall not be liable for any failure or malfunction of the UST and Generator Equipment to refuel the Building Emergency Generator as designed. Landlord shall be responsible for the maintenance, insurance, operation and repair of the Building Emergency Generator, the tank located on the roof of the Building providing the primary fuel source for the Building Emergency Generator, and the line from the UST (up to the T-valve) that connects the two systems and refuels the

 

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Building Emergency Generator. Tenant shall coordinate with Landlord any closure by Tenant of the UST and Generator Equipment pursuant to Section 5.06L above, so as to ensure that the Building Emergency Generator shall remain functional throughout the closure process and shall not be damaged as a result of such closure. Landlord shall promptly reimburse Tenant for the cost of any fuel from the UST used to refuel the Building Emergency Generator.

 

O.            Landlord makes no representations or warranties regarding the capacity, performance standards, or any other matter whatsoever regarding the UST and Generator Equipment or the Building Emergency Generator. In no event shall Landlord be liable for any damages directly or indirectly resulting from any malfunction or failure of the UST and Generator Equipment or the Building Emergency Generator, including, without limitation, loss of profits or injury or inconvenience or interference with Tenant’s business, and Tenant hereby waives all such claims against Landlord.

 

P.             Tenant acknowledges that the provisions of this Section 5.06 shall survive the expiration or sooner termination of this Lease, and may be enforced by Landlord as well as any successor-in-interest of Landlord.

 

ARTICLE 6

CONDITION OF PREMISES

 

6.01        Initial. Except as hereafter provided, by taking possession of the Premises, Tenant shall be conclusively presumed to acknowledge that the Premises, the Building and the Landlord’s Work were at such time in satisfactory condition; however, such presumption shall not apply as to latent defects in the Premises, Building or the Landlord’s Work that were not ascertainable in a customary walk-through inspection. Landlord represents and warrants that the Premises and Building have been, or will hereafter be, completed in a good and workmanlike manner, in full compliance with all applicable laws, rules, orders, ordinances, directions, regulations and requirements of all governmental agencies, offices, departments, bureaus and boards having jurisdiction, and in full compliance with the rules, orders, directions, regulations and requirements of the Pacific Fire Rating Bureau, or of any similar body, to the extent any of the foregoing were in effect on the Lease Date. Landlord represents and warrants that, to the best of its knowledge, upon the Possession Date the building systems, including, without

 

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limitation, plumbing and electrical lines and equipment, heating, ventilation and air conditioning systems, boilers, and elevators, and the fume hoods will be in good mechanical and operating condition. If it is determined that the foregoing representation was untrue as of the Possession Date, Landlord shall not be liable to Tenant for any damages, but Landlord, at no cost to Tenant, shall, as Tenant’s sole remedy, perform such work as may be necessary to cause such systems and equipment to be in good mechanical and operating condition. Landlord shall commence corrective work within thirty (30) days after receipt of written notice from Tenant describing in reasonable detail the nature of the deficiency or defect, and thereafter diligently pursue such corrective work to completion as soon as reasonably practicable.

 

6.02        Alterations.

 

A.            Tenant may make alterations or improvements to the interior of the Premises, without the approval of Landlord , without Landlord’s prior written consent so long as: (i) such alterations do not affect or require work to be performed on the structural portions of the Building or the life-safety, electrical, plumbing, heating, ventilation, air-conditioning, fire-protection, telecommunications or other building systems, (ii) such alterations are not visible from the exterior of the Premises, (iii) Tenant obtains the issuance of a building or other governmental permit, authorization or approval to the extent required for such alterations, and (iv) the cost of such alterations does not exceed Fifty Thousand Dollars ($50,000.00) per project. The foregoing alterations shall be hereinafter referred to as the “Minor Alterations”. Tenant shall provide Landlord at least twenty (20) days’ written notice prior to commencing such Minor Alterations. Any alterations or improvements other than Minor Alterations that Tenant desires to make to the Premises shall require Landlord’s prior written consent, which consent shall not be unreasonably withheld. In no event shall Tenant be permitted to make alterations or repairs outside of the Premises. Landlord shall respond to Tenant’s request for consent to the proposed alterations within ten (10) days after Landlord receives the request. If Landlord fails to respond within such ten (10) day period, Tenant may send a second request to Landlord. If no response is forthcoming from Landlord within five (5) days after Landlord’s receipt of the second notice, Landlord shall be deemed to have approved the proposed alterations. Any disapproval by Landlord shall include all specific reasons for such disapproval. Tenant shall, at its expense, cause all alterations to comply with all laws, statutes, ordinances, codes, rules, regulations,

 

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directives, requirements, orders, judgments, decrees or permits of any governmental authority or fire insurance underwriter or rating bureau, including the Americans with Disabilities Act of 1990 (“ADA”), Title 24 of the California Code of Regulations, and all building code, energy conservation, environmental, seismic, handicap, fire, health and safety laws (including laws relating to the handling and disposal of asbestos-containing materials) and regulations applicable to the Building (collectively “Legal Requirements”), provided that if on the Possession Date, the Premises do not comply with current Legal Requirements applicable to the Real Property (including, without limitation, the ADA), any design or construction costs incurred by Tenant that would not have been incurred had the Premises complied with all Legal Requirements in effect as of the Possession Date shall be reimbursed by Landlord to Tenant within twenty (20) days after receipt by Landlord from Tenant of an invoice documenting such costs. In addition, if in the course of performing any alterations, the Premises are determined to contain Hazardous Substances, Tenant shall have the right, by notice to Landlord, to require Landlord to remove, at Landlord’s expense, all such Hazardous Substances within thirty (30) days following receipt of such notice

 

B.            Any such alterations and improvements made by Tenant, including without limitation any partitions (movable or otherwise) or carpeting, shall become a part of the Building and belong to Landlord; provided, however, that equipment, trade fixtures and movable furniture shall remain the property of Tenant. Tenant shall use a general contractor, subcontractors, engineers and architects that are on Landlord’s approved list of design and construction professionals or those listed in Section 4.1(a) of the Work Letter. All alterations and improvements other than Minor Alterations shall be made in accordance with plans and specifications approved in writing by Landlord and shall be designed and constructed in compliance with all applicable Legal Requirements. The design and construction of any alterations or improvements shall be performed in accordance with Landlord’s construction rules, regulations and requirements, attached hereto as Exhibit E. Under no circumstances shall Landlord be liable to Tenant for any damage, loss, cost or expense incurred by Tenant on account of Tenant’s plans and specifications, Tenant’s contractors or subcontractors, or design of any work. Except to the extent of Landlord’s gross negligence or willful misconduct, Landlord shall not be liable to Tenant for any damage, loss, cost or expense incurred by Tenant on account of the construction of any work or delay in completion of any work.. Upon the expiration or

 

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sooner termination of this Lease, Tenant, at its expense, shall promptly remove any such alterations and improvements shall promptly remove any alterations or improvements which affect the structural portions of the Building or the building systems made by Tenant if designated by Landlord so to be removed at the time Landlord consents to such alterations or improvements if consent is required (otherwise if designated by Landlord at the expiration or termination of the Lease), and repair any damage to the Premises caused by such removal. Tenant shall use a general contractor reasonably acceptable to Landlord for such removal and repair.

 

C.            Tenant agrees to keep the Premises and the Real Property free from any liens arising out of any work performed, materials furnished or obligations incurred by Tenant. Tenant shall promptly and fully pay and discharge all claims on which any such lien could be based. In the event that Tenant does not, within fifteen (15) days following Tenant’s receipt of written notice from Landlord or Tenant’s obtaining actual knowledge of such lien, cause the same to be released of record or bonded against, Landlord shall have, in addition to all other remedies provided herein and by law, the right, but not the obligation, to cause the same to be released by such means as it shall deem proper, including payment of the claim giving rise to such lien. All sums paid by Landlord for such purpose, and all expenses incurred by it in connection therewith, shall be payable to Landlord by Tenant, as additional rent, on demand, together with interest at the Interest Rate from the date such expenses are incurred by Landlord to the date of the payment thereof by Tenant to Landlord. Landlord shall have the right at all times to post and keep posted on the Premises any notices permitted or required by law, or which Landlord shall deem proper for the protection of Landlord, the Premises, the Building, or the Real Property, from mechanic’s and materialmen’s and like liens. Tenant shall give Landlord at least ten (10) days’ prior written notice of the date of commencement of any construction on the Premises in order to permit the posting of such notices.

 

6.03        Maintenance and Repair.

 

A.            Tenant’s Obligations. Except as otherwise provided in this Lease, Tenant, at its expense, shall keep the Premises and all equipment (including the fume hoods and lab equipment), fixtures and improvements therein in first-class repair and appearance, normal and

 

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reasonable wear and tear excepted. Tenant shall also keep and maintain in good condition and repair the Existing Furniture; provided, however, that Tenant shall not be obligated to repair or replace any Existing Furniture required as a result of ordinary wear and tear. Tenant shall be responsible for the janitorial services to its Premises. Tenant agrees not to employ any person, entity or contractor for any work in the Premises whose presence may give rise to a labor or other disturbance in the Building, and, if necessary to prevent such a disturbance in a particular situation, Landlord may require Tenant to employ union labor for such services or work. Tenant waives all rights under, and benefits of, subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code and under any similar law or ordinance now or hereafter in effect. Upon the expiration or sooner termination of this Lease, Tenant shall surrender to the Landlord the Premises and the Existing Furniture (including replacements thereof purchased with insurance proceeds as described in Section 7.03C) and, unless designated by Landlord to be removed in accordance with Section 6.02B above, all alterations and improvements to the Premises in the same condition as when received or first constructed, ordinary wear and tear and damage thereto by fire, the perils of the extended coverage endorsement, and earthquake excepted. Except as otherwise expressly set forth in this Lease, no representation or warranty, express or implied, is made with respect to (1) the condition of the Premises or the Building, (2) the fitness of the Premises for Tenant’s intended use, (3) the degree of sound transfer within the Building, (4) the absence of electrical or radio interference in the Premises or the Building, (5) the condition, capacity or performance of electrical or communications systems or facilities, or (6) the absence of objectionable odors, bright lights or other conditions that may affect Tenant’s use and enjoyment of the Premises or the Building.

 

B.            Landlord’s Obligations. Landlord shall repair and maintain the structural portions of the Building, including the basic plumbing, heating, ventilating, air-conditioning and electrical systems subject to inclusion of the costs thereof in Operating Expenses. If such maintenance and repairs are caused in part or in whole by the act, neglect, fault of or omission of any duty by Tenant, its agents, servants, employees or invitees, Tenant shall pay to Landlord, as additional rent, the reasonable cost of such maintenance and repairs. Landlord shall not be liable for any failure to make any such repairs or maintenance until Tenant gives written notice of the need therefor, which notice may be by phone in the event of an urgent repair need. Except as otherwise provided in Section 11.17, there shall be no abatement of rent and no liability of

 

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Landlord by reason of any injury to or interference with Tenant’s business arising from the making of any repairs, alterations or improvements in or to any portion of the Building or the Premises or in or to fixtures, appurtenances and equipment therein.

 

6.4          Reserved.

 

6.5          Entry by Landlord.

 

A.            Landlord reserves and shall at reasonable times upon reasonable prior notice to Tenant (except in an emergency) have the right to enter the Premises to inspect the same, to supply services to be provided by Landlord to Tenant hereunder, to submit said Premises to prospective purchasers, mortgagees or tenants, to post notices of nonresponsibility, to alter, improve or repair the Premises or any other portion of the Building, all without being deemed guilty of any eviction of Tenant and without abatement of Rent, except as otherwise provided herein. Except in the case of emergency, Tenant may impose additional restrictions on Landlord with respect to Landlord’s right of entry as to that portion of the Premises in which the vivarium lab is located (such as times of access and manner of access dependent upon Tenant’s particular use of the lab at the time Landlord requests the right to enter under this Section 6.05). Landlord may, in order to carry out the purposes under this Section 6.05, erect scaffolding and other necessary structures where reasonably required by the character of the work to be performed, provided that the business of Tenant shall not be unreasonably interfered with. For emergencies, Landlord shall have and retain a key with which to unlock all of the doors in, upon and about the Premises, excluding Tenant’s vaults and safes, and Landlord shall have the right to use any and all means which Landlord may deem proper to open said doors in an emergency in order to obtain entry to the Premises. If such entry is in accordance with this Section 6.05A, then Tenant waives any claims for damages for any injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises and any other loss occasioned by such entry. No provision of this Lease shall be construed as obligating Landlord to perform any repairs, alterations or decorations except as otherwise expressly agreed herein to be performed by Landlord.

 

B.            Landlord shall also have the right at any time to change the arrangement or location of access of entrances or passageways, doors and doorways, and corridors, elevators,

 

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stairs, toilets or other public parts of the Building, and to change the name, number or designation by which the Building is commonly known, so long as such activity does not unreasonably interfere with Tenant’s use of and access to the Premises and common areas, and none of the foregoing shall be deemed an actual or constructive eviction of Tenant, nor shall it entitle Tenant to any reduction of Rent hereunder (except as otherwise provided in Section 11.17) or result in any liability of Landlord to Tenant. Landlord agrees to provide Tenant with reasonable notice of such activities affecting the Premises and the anticipated effect such activities may have on Tenant’s ability to conduct business during such activities. In the event that such activities unreasonably interfere with Tenant’s use of the Premises, Rent shall abate pursuant to Section 11.17.

 

6.06        Access; Control. Landlord shall have the right from time to time to adopt such policies, procedures and programs as it shall, in Landlord’s sole discretion, deem necessary or appropriate for the security of the Building, and Tenant shall cooperate with Landlord in the enforcement of, and shall comply with, the policies, procedures and programs adopted by Landlord insofar as the same pertain to Tenant, its agents, employees, contractors and invitees. In no event shall Landlord be liable for damages resulting from any error with regard to the admission or exclusion from the Building of any person. In the case of invasion, mob, riot, public demonstration or other circumstances rendering such action advisable in Landlord’s opinion, Landlord reserves the right to prevent access to the Building during the continuance of the same by such action as Landlord may deem appropriate, including closing doors. In the event of any picketing, public demonstration or other threat to the security of the Building that is attributable to Tenant, Tenant shall reimburse Landlord for any costs incurred by Landlord in connection with such picketing, demonstration or other threat in order to protect the security of the Building, and Tenant shall indemnify and hold Landlord harmless from and protect and defend Landlord against any and all claims, demands, suits, liability, damage or loss and against all costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, arising out of or relating to any such picketing, demonstration or other threat. Tenant agrees not to employ any person, entity or contractor for any work in the Premises (including moving Tenant’s equipment and furnishings in, out or around the Premises) whose presence may give rise to a labor or other disturbance in the Building and, if necessary to prevent such a disturbance in a particular situation, Landlord may require Tenant to employ union labor for the work.

 

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ARTICLE 7

UTILITIES; TAXES; INSURANCE

 

7.01        Utilities.

 

A.            Provided that Tenant is not in Default hereunder, Landlord shall furnish to the Premises the following services: water, natural gas, electrical power and elevator service; heating and air conditioning suitable for the comfortable use and occupation of the Premises (assuming normal office use thereof) during the period from 7:00 a.m. to 7:00 p.m. on weekdays (“Business Hours”). The Building is equipped with submeters to measure the consumption of electricity upon the Premises. Tenant shall on a monthly basis, as additional rent, pay to Landlord the cost of all such electricity consumed at the Premises as indicated by the submeter. The cost of all other utilities shall be included as Operating Expenses, to the extent applicable and to the extent such services are defined in Operating Expenses. Tenant shall give reasonable notice in making any request for utilities required outside of Business Hours, and Landlord shall make commercially reasonable efforts to satisfy Tenant’s request and provide to Tenant, upon Tenant’s request, an estimate of the approximate cost of such requested utilities. Tenant agrees to pay, as additional rent, promptly after written notice thereof, the actual costs incurred by Landlord in connection with providing any additional utilities Landlord may provide pursuant to Tenant’s request. Landlord shall provide the detail used for the calculation of these costs to Tenant within ten (10) days after request by Tenant.

 

B.            Tenant shall not, without first obtaining the Landlord’s written consent thereto, which consent shall not be unreasonably withheld or delayed, install within the Premises any electrical machinery, appliances or equipment which is not typically installed in offices (excluding, by way of example rather than limitation, microwave ovens, refrigerators, photocopying equipment, and fax machines typically found in offices) which uses electrical current in excess of that which is standard for the Building. Landlord shall have the right from time to time, using sub-meters or other methods, to measure the consumption of electricity or other utilities upon the Premises. Tenant agrees to pay, as additional rent, promptly on demand any and all costs incurred by Landlord in connection with providing utilities in excess of that which is standard for the Building. Tenant agrees that at all times it will cooperate fully with Landlord and abide by all regulations and requirements that Landlord may prescribe for the

 

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proper functioning and protection of the Building heating, ventilating and air conditioning systems. No such failure and no interruption of utilities or services from any cause whatsoever shall constitute an eviction of Tenant, constructive or otherwise, or impose upon Landlord any liability whatsoever, including, but not limited to, liability for consequential damages or loss of business by Tenant, except as otherwise expressly provided in this Lease. Tenant hereby waives the provisions of California Civil Code Section 1932(1) or any other applicable existing or future law, ordinance or governmental regulation permitting the termination of this Lease due to such failure or interruption. Landlord shall not be liable for injury to or death of any person or damage to or destruction of property, however occurring, through or in connection with or incidental to the furnishing of or the failure to furnish any of the foregoing utilities or services or any other utilities or services except to the extent caused by Landlord’s gross negligence or willful misconduct.

 

C.            Landlord makes no representation to Tenant regarding the adequacy or fitness of the heating, air conditioning or ventilation equipment in the Building to maintain temperatures that may be required for, or because of, any of Tenant’s equipment that is not an ordinary office machine, and Landlord shall have no liability for loss or damage suffered by Tenant or others in connection therewith. If Tenant’s use of the heating, air conditioning or ventilation system causes damages to any of the air conditioning units or other equipment, the cost to repair or replace any such units or equipment due to such use shall be paid by Tenant to Landlord, as additional rent, upon demand by Landlord. If the temperature otherwise maintained in any portion of the Premises by the heating, air conditioning or ventilation system is affected as a result of (1) any lights, machines or equipment (including without limitation electronic data processing machines) used by Tenant in the Premises (other than a reasonable quantity of ordinary office machinery and lighting), (2) the occupancy of the Premises by more than one person per two hundred (200) square feet of rentable area therein, (3) an electrical load for lighting or power in excess of the limits per square foot of rentable area of the Premises specified in Section 7.01D below, or (4) any rearrangement of partitioning or other improvements, Landlord shall have the right to install supplementary air conditioning units or other equipment Landlord reasonably deems appropriate in the Premises, and the cost thereof, including the cost of installation, operation and maintenance thereof, shall be paid by Tenant to Landlord, as additional rent, within thirty (30) days after written demand by Landlord.

 

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D.            Tenant agrees it will not, without the written consent of Landlord, use any equipment, apparatus or device in the Premises (including, without limitation, electronic data processing machines, computers or machines using current in excess of 110 volts) that will, individually or in the aggregate, in any way cause the amount of electricity, water or heating, ventilation or air conditioning supplied to the Premises to exceed the amount usually furnished or supplied to premises being used as general office space, or connect with electric current (except through existing electrical outlets in the Premises) or with water pipes any equipment, apparatus or device for the purposes of using electric current or water. Landlord shall not, in any way, be liable or responsible to Tenant for any loss or damage or expense that Tenant may incur or sustain if, for any reasons beyond Landlord’s reasonable control, either the quantity or character of electric service is changed or is no longer available or suitable for Tenant’s requirements. Tenant covenants that at all times its use of electric current shall never exceed the capacity of the feeders, risers or electrical installations of the Building. If submetering of electricity in the Building will not be permitted under future laws or regulations, Base Rent will then be equitably adjusted to include an additional payment to Landlord reflecting the cost to Landlord for furnishing electricity to the Premises.

 

E.            In the event any governmental authority having jurisdiction over the Real Property or the Building promulgates or revises any law, ordinance or regulation or building, fire or other code or imposes mandatory or voluntary controls or guidelines on Landlord or the Real Property or the Building relating to the use or conservation of energy or utilities or the reduction of automobile or other emissions (collectively “Controls”) or in the event Landlord is required or elects to make alterations to the Real Property or the Building in order to comply with such mandatory or voluntary Controls, Landlord may, in its sole discretion, comply with such Controls or make such alterations to the Real Property or the Building related thereto. Such compliance and the making of such alterations shall not constitute an eviction of Tenant, constructive or otherwise, or impose upon Landlord any liability whatsoever, including, but not limited to, liability for consequential damages or loss of business by Tenant; provided, however, that Landlord shall not agree to any voluntary Controls without first obtaining Tenant’s consent, which consent shall not be unreasonably withheld.

 

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7.02        Other Taxes Payable by Tenant. Tenant shall be liable for and shall pay before delinquency, taxes levied against any personal property, equipment, furniture or trade fixtures placed by Tenant in or about the Premises and on the cost or value of any leasehold improvements made in or to the Premises by or for Tenant. Tenant shall have the right, however, at Tenant’s sole cost and expense, if appropriate, and with Landlord’s full cooperation, to protest the payment of such taxes and to defer payment thereof until the protest has been finally resolved. Tenant also shall reimburse Landlord, within thirty (30) days after written request therefor, for any and all taxes payable by Landlord, whether or not now customary or within the contemplation of the parties hereto: (a) imposed upon or measured by the Base Rent payable hereunder, including, without limitation, any gross income tax or excise tax levied by the City and County of San Francisco, the State of California, the federal government or any other governmental body with respect to the receipt of such rental; (b) imposed upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (c) imposed upon this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises. In the event that it shall not be lawful for Tenant to so reimburse Landlord, the Base Rent payable to Landlord under this Lease shall be revised to net Landlord the same income after imposition of any such tax upon Landlord as would have been received by Landlord hereunder prior to the imposition of any such tax.

 

7.03        Insurance.

 

A.            Tenant shall during the entire term hereof, at its sole cost and expense, obtain, maintain and keep in full force and effect, for the protection of Tenant, Landlord and mortgagees of Landlord as their interest may appear, the following insurance or program of self insurance:

 

(1)           Property Insurance, “all risk” of direct physical loss (excluding earthquake/flood) including fire, extended coverage, vandalism and malicious mischief upon property of every description and kind owned by Tenant and located in the Building or for which Tenant is legally liable or installed by or on behalf of Tenant, including, without limitation, the

 

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Existing Furniture, furniture fittings, installations, fixtures and any other personal property, in an amount not less than 100% of the full replacement cost thereof; and

 

(2)           Commercial General Liability insurance (and commercial umbrella insurance, if necessary to provide required limits), to include personal injury, bodily injury, broad form property damage, operations hazard, contractual liability, products and completed operations with limits of not less than One Million Dollars ($1,000,000) per occurrence/Two Million Dollars ($2,000,000) general aggregate, plus a Five Million Dollar ($5,000,000) per occurrence/general aggregate umbrella.

 

B.            Not more often than once per year and upon at least sixty (60) days prior written notice, Landlord, in its reasonable discretion, may require Tenant to increase the insurance limits set forth in Section 7.03A(1) and (2) above. All policies shall be taken out with an insurer which is rated in “Best’s Insurance Guide” A:VI or better, except that insurance required to be carried by California Pacific Medical Center, as an affiliate of Sutter Health , may be through Sutter Health’s program of self-insurance with Sutter Insurance Services Corporation, a Hawaii corporation (“SISCO”), rather than an independent insurer. Sutter Health’s program of self-insurance shall be maintained as an actuarially sound and appropriately funded self-insurance program, with responsible retentions, sufficient excess coverage, and appropriately professional administration and otherwise in accordance with all applicable laws of the State of Hawaii. Tenant agrees that certificates of insurance on the insurer’s standard form shall be delivered to Landlord as soon as practicable after placing of the required insurance, but in no event later than ten (10) days prior to the date Tenant takes possession of all or any part of the Premises. All policies shall require the insurers to notify Landlord and the mortgagees of Landlord in writing not less than thirty (30) days prior to any material change, reduction in coverage, cancellation or other termination thereof. To the extent any of Tenant’s insurance coverage required hereunder is not covered by Sutter Health’s self-insurance program, the insurance policy shall name Landlord as a loss payee. Tenant shall be entitled to obtain insurance policies from SISCO so long as Tenant maintains a minimum Net Worth (as defined in Section 10.01F) equal to or greater than Fifty Million Dollars ($50,000,000) (the “Net Worth Minimum”). From time to time within twenty (20) business days after written request by Landlord, Tenant shall deliver to Landlord evidence reasonably satisfactory to Landlord of

 

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Tenant’s Net Worth. If Tenant’s Net Worth ceases to be equal to or greater than the Net Worth Minimum, Tenant’s right to maintain insurance issued by SISCO shall terminate until such time as Tenant’s Net Worth is equal to or greater than the Net Worth Minimum. In the event that Tenant elects to self-insure and an event or claim occurs for which a defense and/or coverage would have been available from a third-party insurer, Tenant shall undertake the defense of any such claim, including a defense of Landlord, at Tenant’s sole cost and expense, and use its own funds to pay any claim or replace any property or otherwise provide the funding that would have been available from insurance proceeds but for such election by Tenant to self-insure.

 

C.            In the event of damage to or destruction of the Building entitling Landlord to terminate this Lease pursuant to Article 8 hereof, if the Premises have also been damaged, and, if Landlord does elect to terminate this Lease, Tenant will immediately pay to Landlord all of its insurance proceeds relating to the Existing Furniture, Leasehold Improvements and alterations in the Premises. If the Premises have not been damaged, and Landlord terminates this Lease, Tenant will deliver to Landlord, in accordance with the provisions of this Lease, the Existing Furniture, the Leasehold Improvements, the alterations and the Premises. If Landlord does not elect to terminate the Lease as a result of damage to or destruction of the Building, Tenant will use any insurance proceeds relating to the Existing Furniture received by Tenant to replace the Existing Furniture that has been damaged or pay the proceeds over to Landlord if Tenant no longer needs the Existing Furniture that has been damaged. Upon the expiration or sooner termination of this Lease, Tenant shall surrender any Existing Furniture that has been replaced with insurance proceeds in accordance with Section 6.03A.

 

D.            Landlord covenants and agrees that throughout the term it will insure the Building (excluding any property with respect to which Tenant is obliged to insure pursuant to the provisions of Section 7.03A above) against damage by fire and standard extended coverage perils and public liability insurance in such reasonable amounts with such reasonable deductions as would be carried by a prudent owner of a similar building in the City where the Premises are located. Landlord may, but shall not be obliged to, take out and carry any other form or forms of insurance as it or the mortgagee of Landlord may reasonably determine advisable. Notwithstanding any contribution by Tenant to the cost of insurance premiums, as included in Operating Expenses, Tenant acknowledges that it has no right to receive any proceeds from any

 

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such insurance policies carried by Landlord. Landlord will not carry insurance of any kind on the Existing Furniture or Tenant’s furniture or furnishings or on any fixtures, equipment, improvements or appurtenances of Tenant under this Lease; and Landlord shall not be obligated to repair any damage thereto or replace the same.

 

E.            Tenant agrees that it will not keep, use, sell or offer for sale in or upon the Premises any article which may be prohibited by any insurance policy in force from time to time covering the Building. If Tenant’s occupancy or conduct of business in or on the Premises, whether or not Landlord has consented to the same, results in any increase in premiums for the insurance carried from time to time by Landlord with respect to the Building, Tenant shall pay any such increase in premiums as additional rent within ten (10) days after being billed therefor by Landlord. In determining whether increase premiums are a result of Tenant’s use or occupancy of the Premises, a schedule issued by the organization computing the insurance rate in the Building or the Leasehold Improvements showing the various components of such rate, shall be conclusive evidence of the several items and charges which make up such rate. Tenant shall promptly comply with all reasonable requirements of the insurance authority or of any insurer now or hereafter in effect relating to the Premises. Landlord represents that Tenant’s permitted use described in Section 1.08 hereof will not cause an increase in insurance rates.

 

F.             If any insurance policy carried by Landlord, as provided in Section 7.03D above, shall be cancelled or cancellation shall be threatened or the coverage thereunder reduced or threatened to be reduced, in any way by reason of the use or occupation of the Premises or any part thereof other than the intended use set forth above, by Tenant or by any assignee or subtenant of Tenant or by anyone permitted by Tenant to be upon the Premises and, if Tenant fails to remedy the condition giving rise to cancellation, threatened cancellation or reduction of coverage within forty-eight (48) hours after notice thereof, Landlord may enter upon the Premises and attempt to remedy such condition and Tenant shall forthwith pay the cost thereof to Landlord as additional rent. Landlord shall not be liable for any damage or injury caused to any property of Tenant or of others located in the Premises as a result of such entry. If Landlord shall be unable to remedy such condition, then Landlord shall have all of the remedies provided for in this Lease in the event of a Default by Tenant. Notwithstanding the foregoing provisions

 

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of this section, if Tenant fails to remedy as aforesaid, Tenant shall be in default of its obligation hereunder and Landlord shall have no obligation to attempt to remedy such default.

 

G.            Any policy or policies of fire, extended coverage or similar casualty insurance, which either party obtains in connection with the Premises, shall include a clause or endorsement denying the insurer any rights of subrogation against the other party to the extent rights have been waived by the insured prior to the occurrence of injury or loss. Landlord and Tenant waive any rights or recovery against the other for injury or loss due to hazard covered by insurance containing a waiver of subrogation clause or endorsement to the extent of the injury or loss covered thereby.

 

7.04        Indemnification.

 

A.            By Tenant. Tenant shall indemnify, protect, defend and hold harmless Landlord and Landlord’s agents, members, shareholders, constituent partners and/or other owners and Landlord’s contractors, officers, directors and employees (collectively with Landlord, the “Landlord Parties” and individually, a “Landlord Party”) and each of them against and from any and all claims, demands, suits, liability, damage, loss, cost and expenses (including reasonable attorneys’ fees, court costs and expenses): (1) arising out of Tenant’s use of the Premises or the conduct of its business at the Premises; (2) arising from any breach or default in the performance of any obligation on Tenant’s part to be performed under the terms of this Lease; (3) arising out of any injury or death of any person or damage to or destruction of property occurring in the Premises, from any cause whatsoever, except to the extent caused by the gross negligence or willful misconduct of any Landlord Party; or (4) occurring in, on or about the Real Property to the extent such claim, injury or damage is caused by the gross negligence or willful misconduct of any Tenant Party. If any action or proceeding is brought against any of the Landlord Parties by reason of any such claim or liability, Tenant, upon notice from Landlord, covenants to resist and defend at Tenant’s sole expense such action or proceeding by counsel reasonably satisfactory to Landlord. The provisions of this Section 7.04A shall survive the termination of this Lease with respect to any claims or liability occurring prior to such termination.

 

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B.            By Landlord. Landlord shall indemnify, protect, defend and hold harmless Tenant and Tenant’s agents, members, shareholders, constituent partners and/or other owners’ and Tenant’s contractors, officers, directors and employees (collectively with Tenant, the “Tenant Parties” and individually, a “Tenant Party”)) and each of them against and from any and all claims, demands, suits, liability, damage, loss, cost and expenses (including reasonable attorneys’ fees, court costs and expenses): (1) occurring in, on or about the Real Property to the extent such claim, injury or damage is caused by the gross negligence or willful misconduct of any Landlord Party, (2) occurring in the common areas of the Building and arising from failure by Landlord to maintain such common areas as and to the extent required by this Lease; or (3) occurring in the Premises to the extent such claim, injury or damage is caused by the gross negligence or willful misconduct of any Landlord Party . If any action or proceeding is brought against any of the Tenant Parties by reason of any such claim or liability, Landlord, upon notice from Tenant, covenants to resist and defend at Landlord’s sole expense such action or proceeding by counsel reasonably satisfactory to Tenant. The provisions of this Section 7.04B shall survive the termination of this Lease with respect to any claims or liability occurring prior to such termination.

 

C.            Waiver. No Landlord Party shall be liable to Tenant, and Tenant waives all claims against all Landlord Parties, for any injury to or death of any person or for loss of use of or damage to or destruction of property in or about the Premises or the Building by or from any cause whatsoever, including without limitation, earthquake or earth movement, gas, fire, oil, electricity or leakage from the roof, walls, basement or other portion of the Premises or the Real Property, except to the extent such injury, death or damage is caused by the gross negligence or willful misconduct of any Landlord Party and not covered by the insurance required to be carried by Tenant hereunder or except to the extent such limitation on liability is prohibited by law.

 

ARTICLE 8

DAMAGE OR DESTRUCTION; TAKING

 

8.01        Insured Casualty. If the Building is damaged by fire or other perils covered by Landlord’s extended coverage insurance:

 

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A.            In the event of more than fifty percent (50%) destruction of the Premises (for purposes of this Article 8, a “total destruction”), Landlord shall have forty-five (45) days thereafter in which to elect, at Landlord’s sole option, to repair, reconstruct and restore the Premises, and, if Landlord elects to restore, Landlord shall have one hundred eighty (180) days (as extended by Force Majeure) from the date of destruction in which to complete the restoration, in which event this Lease shall remain in full force and effect. If Landlord elects to repair, reconstruct and restore the Premises, it will, with due diligence, use commercially reasonable efforts to locate a suitable temporary location for the Tenant, but Landlord’s inability to locate such temporary space shall impose no liability on Landlord. Any tenant improvements, moving costs and rental for the temporary space will be at the sole cost and expense of Tenant. If Landlord does not elect to restore the Premises, or, once having given notice of its election to restore does not diligently complete the restoration (subject to Force Majeure) within one hundred sixty (180) days from the date of destruction, then Tenant shall have the right to terminate this Lease upon twenty (20) days prior written notice, provided Landlord has not completed the restoration prior to the end of such twenty (20) day period.

 

B.            In the event of a destruction of the Premises that is less than a total destruction and if the damage thereto is such that the Premises may be repaired, reconstructed or restored within a period of one hundred eighty (180) days (as extended by Force Majeure) from the date of the casualty, Landlord shall repair, reconstruct or restore and this Lease shall continue in full force and effect. If (a) the damage cannot be repaired, reconstructed or restored within a period of one hundred eighty (180) days from the date of the casualty or (b) the casualty causing the damage is not required to be insured by Landlord and the estimated cost of repair, reconstruction or restoration exceeds Five Hundred Thousand Dollars ($500,000), Landlord shall have thirty (30) days after the casualty in which to elect to terminate the Lease.

 

C.            For purposes of estimating the period of time required for repair, reconstruction or restoration under this Section 8.01, the period being estimated shall commence upon the actual physical construction.

 

8.02        Release. Upon any termination of this Lease under any of the provisions of this Article 8, the parties shall be released thereby without further obligation to the other from the

 

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date possession of the Premises is surrendered to Landlord except for items which have theretofore accrued and are then unpaid. In those circumstances where Tenant has not been able to continue its then-existing use of the Premises due to the damage or destruction, and this Lease is terminated, possession will be deemed to have been surrendered as of the date of damage or destruction and any rent paid by Tenant thereafter shall be promptly refunded to it.

 

8.03        Abatement. In the event of repair, reconstruction and restoration by Landlord as the result of a casualty for which Landlord is obligated to insure hereunder, Rent to be paid under this Lease shall be abated proportionately with the degree to which Tenant’s use of the Premises is impaired during the period of such repair, reconstruction or restoration. Tenant shall not be entitled to any compensation or damage for loss in the use of the whole or any part of the Premises and/or inconvenience or annoyance occasioned by such damage, repair, reconstruction or restoration. Tenant shall not be released from any of its obligations under this Lease except to the extent and upon the conditions expressly stated in this Article 8.

 

8.04        Force Majeure. Notwithstanding anything to the contrary contained in this Article, should Landlord be delayed or prevented from repairing or restoring the damaged Premises within one year after the occurrence of such damage or destruction by reason of Force Majeure, Landlord or Tenant shall have the right to terminate this Lease as of the end of said one-year period.

 

8.05        Uninsured Casualty. If damage is due to any cause other than fire or other peril covered by Landlord’s extended coverage insurance, Landlord may elect to terminate this Lease, unless the repair cost is, under Landlord’s reasonable estimate, less than Five Hundred Thousand Dollars ($500,000), in which case Landlord shall proceed with repairs at its own expense.

 

8.06        Extent of Repair. It is hereby understood that if Landlord is obligated to or elects to repair or restore as herein provided, Landlord shall be obligated to make repairs or restoration only of those portions of the Building and the Premises which were originally provided at Landlord’s expense, and the repair and restoration of items not provided at Landlord’s expense shall be the obligation of Tenant.

 

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8.07        Waiver. The provisions of California Civil Code Section 1932, Subsection 2, Section 1933, Subsection 4, Section 1941 and Section 1942 are hereby waived by Tenant.

 

8.08        Eminent Domain.

 

A.            If all or part of the Premises shall be taken by any public or quasi-public authority under the power of eminent domain or conveyance in lieu thereof, this Lease shall terminate as to any portion of the Premises so taken or conveyed on the date when title or the right to possession vests in the condemnor.

 

B.            If (1) a part of the Premises shall be taken by any public or quasi-public authority under the power of eminent domain or conveyance in lieu thereof; and (2) Tenant is reasonably able to continue the operation of Tenant’s business in that portion of the Premises remaining; and (3) Landlord elects to restore the Premises to an architectural whole, then this Lease shall remain in effect as to said portion of the Premises remaining, and the Base Rent payable from the date of the taking shall be reduced in the same proportion as the area of the Premises taken bears to the total area of the Premises. If, after a partial taking, Tenant is not reasonably able to continue the operation of its business in the Premises or Landlord elects not to restore the Premises as hereinabove described, then this Lease may be terminated by either Landlord or Tenant by giving written notice to the other party within thirty (30) days after the date of the taking. Such notice shall specify the date of termination, which termination date shall be not less than thirty (30) nor more than sixty (60) days after the date of said notice.

 

C.            If a portion of the Building is taken, whether any portion of the Premises is taken or not, and Landlord reasonably determines that it is not economically feasible to continue operating the portion of the Building remaining (which determination shall be made within thirty (30) days after such taking), then Landlord shall have the option for a period of thirty (30) days after such determination to terminate this Lease. If Landlord determines that it is economically feasible to continue operating the portion of the Building remaining after such taking, then this Lease shall remain in effect, with Landlord, at Landlord’s cost, restoring the Building to an architectural whole.

 

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D.            Except as provided in Section 8.08E, Landlord shall be entitled to any and all payment, income, rent, award, or any interest therein whatsoever that may be paid or made in connection with such taking or conveyance, and Tenant shall have no claim against Landlord or otherwise for the value of any unexpired term of this Lease or for the value of any improvements in or to the Premises. Tenant hereby assigns any such claim to the Landlord.

 

E.            Notwithstanding the provisions of Section 8.08D above, to the extent that the same shall not diminish Landlord’s recovery for such taking, Tenant shall be entitled to receive any award of compensation for the value of Tenant trade fixtures, the value of improvements paid for by Tenant, business interruption costs and any moving or relocation expenses which Tenant is entitled under applicable laws to recover directly from the public agency which acquires the Premises.

 

F.             Tenant hereby waives sections 1265.110 through 1265.160 of the California Code of Civil Procedure.

 

ARTICLE 9

DEFAULT AND REMEDIES

 

9.01        Events of Default. The occurrence of any one or more of the following events shall constitute a “Default” hereunder by Tenant:

 

A.            The abandonment of the Premises by Tenant.

 

B.            The failure by Tenant to make any payment of Rent or any other payment required to be made by Tenant hereunder, as and when due, where such failure shall continue for a period of ten (10) days after written notice thereof from Landlord to Tenant (provided, however, that after the second such failure in a calendar year, only the passage of time, but no further notice, shall be required to establish a Default in the same calendar year); any such notice shall be in addition to any notice required under California Code of Civil Procedure Section 1161.

 

C.            The failure by Tenant to observe or perform any of the express or implied covenants or provisions of this Lease to be observed or performed by Tenant, other than as specified in subsection A or B above, as and when such observance or performance is due and

 

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where such failure shall continue for a period of 30 days after written notice thereof from Landlord to Tenant; any such notice shall be in addition to any notice required under California Code of Civil Procedure Section 1161; provided, however, that if the nature of Tenant’s default is such that more than 30 days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant shall commence such cure within such 30-day period and thereafter diligently prosecute such cure to completion within a reasonable time.

 

D.            (1) The making by Tenant of any general assignment for the benefit of creditors; (2) the filing by or against Tenant of, or Tenant’s consent by answer to, a petition to have Tenant adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy, insolvency or other debtors’ relief law (unless, in the case of a petition filed against Tenant to which Tenant does not consent, the same is dismissed within thirty (30) days); (3) the appointment of a trustee or receiver to take possession of a substantial part of Tenant’s assets, where possession is not restored to Tenant within thirty (30) days; (4) the attachment, execution or other judicial seizure of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease where such seizure is not discharged within 30 days; (5) the consent by Tenant to the appointment of a custodian, receiver, trustee or other officer with similar powers of Tenant or of any substantial part of Tenant’s property; or (6) without consent by Tenant, a court or government authority enters an order, and such order is not vacated within sixty (60) days, (a) constituting an order for relief or approving a petition for relief or reorganization or arrangement or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy, insolvency or other debtors’ relief law of any jurisdiction, or (b) ordering the dissolution, winding-up or liquidation of Tenant.

 

9.02        Termination. In the event of any Default by Tenant, in addition to any other remedies available to Landlord at law or in equity, Landlord shall have the immediate option to terminate this Lease and all rights of Tenant hereunder. In the event that Landlord shall elect to so terminate this Lease, then Landlord may recover from Tenant:

 

A.            The worth at the time of award of any unpaid rent which had been earned at the time of such termination; plus

 

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B.            The worth at the time of award of the amount by which all unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus

 

C.            The worth at the time of award of the amount by which all unpaid rent for the balance of the term of this Lease after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; and

 

D.            Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligation under this Lease or which in the ordinary course of things would be likely to result therefrom.

 

As used in subsections 9.02.A and B above, the “worth at the time of award” is computed at the Interest Rate. As used in subsection C above, the “worth at the time of award” is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus 1%.

 

9.03        Continuation. In the event of any Default by Tenant, Landlord shall also have the right to continue this Lease in full force and effect, and this Lease shall continue in effect as long as Landlord does not terminate Tenant’s right to possession, and Landlord shall have all of its rights and remedies, including the right, pursuant to California Civil Code Section 1951.4, to recover all Rent as it becomes due under this Lease. During the period Tenant is in Default, Landlord can enter the Premises and relet them, or any part of them, to third parties for its own account or for the Tenant’s account. Tenant hereby appoints Landlord its special attorney-in-fact for purposes of reletting for Tenant’s account. Tenant shall be liable immediately to Landlord for all costs Landlord incurs in reletting the Premises, including, without limitation, brokers’ commissions, expenses of remodeling the Premises required by the reletting, and like costs. Reletting can be for a period shorter or longer than the remaining term of this Lease. Tenant shall pay the Landlord the rent due under this Lease on the dates the rent is due, less the rent Landlord receives from any reletting. No act by Landlord allowed by this Article shall terminate this Lease unless Landlord notifies Tenant that Landlord elects to terminate this Lease.

 

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9.04        Entry. In the event of any Default by Tenant, Landlord shall also have the right, without or without terminating this Lease, to reenter the Premises and remove all persons and property from the Premises; such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant. No reentry or taking possession of the Premises by Landlord pursuant to this subsection shall be construed as an election to terminate this Lease unless a written notice of such intention be given to Tenant or unless the termination thereof be decreed by a court of competent jurisdiction.

 

9.05        Landlord’s Right to Perform. All terms and covenants of this Lease to be performed or observed by Tenant shall be performed or observed by Tenant at Tenant’s expense and without reduction of Rent, except as expressly provided herein to the contrary. If Tenant fails to perform any term or covenant hereunder on its part to be performed, such failure continues after any applicable notice and cure periods, Landlord, without waiving or releasing Tenant from any obligation of Tenant hereunder, may perform any such term or covenant on Tenant’s part to be performed but shall not be obligated to do so. All reasonable and necessary out-of-pocket costs of such performance by Landlord, together with interest thereon at the Interest Rate from the date of such payment or performance by Landlord, shall be paid (and Tenant covenants to make such payment) to Landlord on demand by Landlord, and Landlord shall have (in addition to any other right or remedy of Landlord) the same rights and remedies in the event of non-payment thereof by Tenant as in the case of failure by Tenant in the payment of Rent hereunder.

 

9.06        Rights Cumulative. All rights, options and remedies of Landlord contained in this Lease shall be construed and held to be cumulative, and no one of them shall be exclusive of the other, and Landlord shall have the right to pursue any one or all of such remedies or any other remedy or relief which may be provided by law or in equity, by statute or otherwise, whether or not stated in this Lease. No waiver of any Default of Tenant hereunder shall be implied from any acceptance by Landlord of any rent or other payments due hereunder or any omission by Landlord to take any action on account of such Default if such Default persists or is repeated, and no express waiver shall affect Defaults other than as specified in such waiver. The consent or approval of Landlord to or of any act by Tenant requiring Landlord’s consent or approval shall

 

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not be deemed to waive or render unnecessary Landlord’s consent or approval to or of any subsequent or similar acts by Tenant.

 

ARTICLE 10

SUCCESSORS

 

10.01      Assignment and Subletting.

 

A.            Except in the event of a Transfer pursuant to Section 10.01F, Tenant shall not, either voluntarily or by operation of law, (1) assign or transfer this Lease or any interest herein, (2) sublet the Premises, or any part thereof, or (3) enter into a license agreement or other arrangement whereby the Premises, or any portion thereof, are held or utilized by another party (each of the foregoing defined herein as a “Transfer”), without the express prior written consent of Landlord, which consent Landlord shall not unreasonably withhold, condition or delay. Any such act (whether voluntary or involuntary, by operation of law or otherwise) without the consent of Landlord pursuant to the provisions of this Section 10.01 shall, at Landlord’s option, be void and/or constitute a Default under this Lease. Consent to any Transfer shall neither relieve Tenant of the necessity of obtaining Landlord’s consent to any future Transfer nor relieve Tenant from any liability under this Lease.

 

By way of example and without limitation, the failure to satisfy any of the following conditions or standards shall be deemed to constitute reasonable grounds for Landlord to refuse to grant its consent to the proposed Transfer:

 

(1)           The proposed Transferee must expressly assume all of the provisions, covenants and conditions of this Lease on the part of Tenant to be kept and performed.

 

(2)           The proposed Transferee must satisfy Landlord’s then-current credit and other standards for tenants of the Building and, in Landlord’s reasonable opinion, have the financial strength and stability to perform all of the obligations of the Tenant under this Lease (as they apply to the transferred space) as and when they fall due.

 

(3)           The proposed use of the Premises by the proposed Transferee must be, in Landlord’s opinion: (a) lawful; (b) appropriate to the location and configuration of the

 

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Premises; (c) a use not requiring any new tenant improvements that Landlord would be entitled to disapprove pursuant to Section 6.02; (d) unlikely to cause an increase in insurance premiums for insurance policies applicable to the Building; (d) unlikely to cause any material increase in services to be provided to the Premises; and (e) unlikely to create any materially increased burden in the operation of the Building, or in the operation of any of its facilities or equipment.

 

(4)           The proposed use of the Premises must not result in the division of the Premises into more than three (3) spaces.

 

(5)           At the time of the proposed Transfer, a Default shall not have occurred and be continuing.

 

(6)           The proposed Transferee shall not be a governmental entity or hold any exemption from the payment of ad valorem or other taxes that would prohibit Landlord from collecting from such Transferee any amounts otherwise payable under this Lease.

 

B.            Except in the event of a proposed Transfer pursuant to Section 10.01F below, Landlord shall have no obligation to consent or consider granting its consent to any proposed Transfer unless Tenant has first delivered to Landlord a written offer to enter into such Transfer with Landlord, which offer shall include the base rent and other economic terms of the proposed Transfer, the date upon which Tenant desires to effect such Transfer and all of the other material terms of the proposed Transfer (“Tenant’s Offer”). Landlord shall have ten (10) days from receipt of Tenant’s Offer within which to notify Tenant in writing of Landlord’s decision to accept or reject such Transfer on the terms set forth in Tenant’s Offer. If Landlord does not accept Tenant’s Offer within such period, Tenant shall deliver to Landlord a second notice of such offer. If Landlord does not accept Tenant’s offer within five (5) days after receipt of such second notice, Tenant may enter into such Transfer with any bona fide independent third-party Transferee (as defined in Section 10.01D below) within one hundred eighty (180) days after the end of such fifteen (15) day period, so long as such Transfer is for base rent not more than ten percent (10%) offered to Landlord in Tenant’s Offer and such Transfer otherwise contains terms not more than ten percent (10%) more favorable economically to the Transferee than the terms stated in Tenant’s Offer, taking into account all rent concessions, tenant improvements, and any other terms that have an economic impact on the Transfer; provided,

 

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however, that the prior written approval of Landlord for such Transfer must be obtained, and the other provisions of this Section 10.01 must be complied with, all in accordance with this Section 10.01. If Landlord accepts Tenant’s Offer, Landlord and Tenant shall enter into an agreement for such Transfer within twenty (20) days after the date Landlord makes its election. If Landlord accepts Tenant’s Offer, then (1) Landlord may enter into a new lease, sublease or other agreement covering the Premises or any portion thereof with the intended Transferee on such terms as Landlord and such Transferee may agree, or enter into a new lease or agreement covering the Premises or any portion thereof with any other person or entity, and in any such event, Tenant shall not be entitled to any portion of the profit, if any, that Landlord may realize on account of such new lease or agreement, (2) Landlord may, at Landlord’s sole cost, construct improvements in the subject space and, so long as the improvements are suitable for general office purposes, , and (3) Landlord shall not have any liability for any real estate brokerage commission(s) or with respect to any of the costs and expenses that Tenant may have incurred in connection with its proposed Transfer, and Tenant agrees to indemnify, defend and hold harmless Landlord from and against any and all claims (including, without limitation, claims for commissions) arising from such proposed Transfer.

 

C.            Except in the event of a Transfer pursuant to Section 10.01F, in the case of a proposed assignment of this Lease or a sublease of substantially the entire Premises for substantially the balance of the term of this Lease, then, in addition to the foregoing rights of Landlord, Landlord shall have the right, by notice to Tenant within fifteen (15) days after receipt of Tenant’s Offer (as defined below) to terminate this Lease, which termination shall be effective as of the date on which the intended assignment or sublease would have been effective if Landlord had not exercised such termination right. If Landlord elects to terminate this Lease, then from and after the date of such termination, Landlord and Tenant each shall have no further obligation to the other under this Lease with respect to the Premises except for matters occurring or obligations arising hereunder prior to the date of such termination. Landlord’s foregoing right and option shall continue throughout the entire term of this Lease.

 

D.            Except in the event of a Transfer pursuant to Section 10.01F , Tenant shall, in each instance of a proposed Transfer, give written notice to Landlord at least thirty (30) days prior to the effective date of any proposed Transfer, specifying in such notice (1) the nature

 

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of the proposed Transfer, (2) the portion of the Premises to be transferred, (3) the intended use of the transferred Premises, (4) all economic terms of the proposed Transfer, (5) the effective date thereof, (6) the identity of the transferee under the proposed Transfer (the “Transferee”), (7) current financial statements of the Transferee, and (8) detailed documentation relating to the business experience of the Transferee (collectively, “Tenant’s Notice”). Tenant’s Offer and Tenant’s Notice may be delivered concurrently so that the fifteen day period for Landlord’s response under Section 10.01C runs concurrently with the thirty (30) day period for Landlord’s response under this Section 10.01D. Tenant also shall promptly furnish Landlord with any other information reasonably requested by Landlord relating to the proposed Transfer or the proposed Transferee. Within fifteen (15) days after receipt by Landlord of Tenant’s Notice and any additional information and data requested by Landlord, Landlord shall notify Tenant of Landlord’s determination to either (1) consent to the proposed Transfer, or (2) refuse to consent to such proposed Transfer.

 

E.            Except in the event of a Transfer pursuant to Section 10.01F, if Landlord consents to a Transfer, Tenant shall pay to Landlord fifty percent (50%) of Excess Rental derived from such Transfer. “Excess Rental” shall mean all rent or other consideration paid or payable by such Transferee to Tenant in consideration for any such Transfer; and all rents received by Tenant from Transferee in connection with the Transfer in excess of the Rent payable by Tenant under this Lease (on a monthly basis during the Term, and on a per rentable square foot basis, if less than all of the Premises is transferred), after deducting Permitted Transfer Costs. As used herein, “Permitted Transfer Costs” means the actual third-party, out-of-pocket costs incurred and paid by Tenant for (i) any leasing commissions in connection with the Transfer and reasonable legal fees and expenses of documenting the lease assignment or sublease, and (ii) any alterations to the Premises made by Tenant in connection with the Transfer. For purposes of calculating the Excess Rental when the Excess Rental is not paid to Tenant in a lump sum, all Permitted Transfer Costs shall be amortized on a straight-line basis, without interest, over the relevant term of the Transfer. The portion of the Excess Rental due Landlord hereunder shall be paid within ten (10) days after Tenant receives any Excess Rental from the Transferee.

 

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F.             Notwithstanding anything to the contrary in this Section 10.01, Tenant shall have the right, without the consent of Landlord, but with at least fifteen (15) days prior written notice to Landlord, to assign Tenant’s interest in the Lease, or sublease all or a portion of the Premises, to a Permitted Transferee (as defined below) provided that (i) there shall be no Default beyond applicable cure periods after notice to Tenant under this Lease at the time of the assignment or sublease; (ii) at least twenty (20) days prior to the effective date of such assignment or sublease, Tenant shall furnish Landlord with the name of the Permitted Transferee, the current financial statements of the Permitted Transferee, a written certification from an officer of Tenant certifying the manner in which the proposed assignee or subtenant is affiliated with Tenant and organizational documents of Transferee to the extent required to evidence that the Transferee is a Permitted Transferee; (iii) in the case of a Permitted Transferee into or with which Tenant will merge or consolidate and as a result of such merger or consolidation, Tenant is not the surviving entity, the Net Worth of the Permitted Transferee shall be substantially equal to or greater than the Net Worth of Tenant prior to the assignment, and proof reasonably satisfactory to Landlord of the Net Worth of the Permitted Transferee shall have been delivered to Landlord at least twenty (20) days prior to the effective date of the proposed assignment or sublease; (iv) at least three (3) business days prior to the effective date of the assignment, Tenant shall deliver to Landlord an executed assignment and assumption whereby the assignee assumes all of the obligations of Tenant under this Lease, in form and substance reasonably satisfactory to Landlord; and (v) the assignment or sublease under this Section 10.01F is made for a good faith operating business purpose and not as a subterfuge to evade the obligations and restrictions relating to transfers set forth in this Section 10.01. An assignment or sublease under this Section 10.01F shall not be subject to any provisions contained in this Section 10.01 except Sections 10.01F, 10.01G, 10.01H and 10.01J. For purposes of this Section 10.01F, the term “Permitted Transferee” shall mean any person, corporation or other entity which: (i) is a parent, wholly owned subsidiary or commonly controlled affiliate of Tenant; (ii) merges with Tenant; (iii) acquires control of Tenant; (iv) acquires all or substantially all of the assets of Tenant; or (v) results from any corporate reorganization, including a so-called spin-off, of Tenant. The term “control” shall mean ownership of more than fifty percent (50%) of all of the voting stock of a corporation or more than fifty percent (50%) of all of the legal and equitable interest in any other business entity. The term “substantially all of the assets of

 

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Tenant” shall mean at least eighty percent (80%) of Tenant’s assets. For purposes of this Section 10.01F, the term “Net Worth” shall mean the excess of total assets over total liabilities, determined in accordance with generally accepted accounting principles, excluding, however, from the determination of total assets, goodwill and other intangibles. In no event shall Landlord be entitled to recapture all or any portion of the Premises, nor shall Tenant be obligated to pay any Excess Rental to Landlord in connection with an assignment or sublease to a Permitted Transferee.

 

G.            Tenant agrees that any instrument by which Tenant assigns this Lease or any interest therein or sublets or otherwise Transfers all or any portion of the Premises shall expressly provide that the Transferee may not further assign this Lease or any interest therein or sublet the sublet space without Landlord’s prior written consent (which consent shall be subject to the provisions of this Section 10.01), and that the Transferee shall comply with all of the provisions of this Lease and that Landlord may enforce the Lease provisions directly against such Transferee. No permitted subletting by Tenant shall be effective until there has been delivered to Landlord a counterpart of the sublease in which the subtenant agrees to be and remain jointly and severally liable with Tenant for the payment of rent pertaining to the sublet space and for the performance of all of the terms and provisions of this Lease; provided, however, that the subtenant shall be liable to Landlord for rent only in the amount set forth in the sublease. Landlord may, upon a Default by Tenant hereunder, collect rent from the subtenant provided that Landlord applies the amount collected from the subtenant to Tenant’s monetary obligations hereunder. No permitted assignment shall be effective unless and until there has been delivered to Landlord a counterpart of the assignment in which the assignee assumes all of Tenant’s obligations under this Lease arising on or after the date of the assignment. The failure or refusal of a subtenant or assignee to execute any such instrument shall not release or discharge the subtenant or assignee from its liability as set forth above. Neither Landlord’s collection of rent from a Transferee nor any course of dealing between Landlord and any Transferee shall constitute or be deemed to constitute Landlord’s consent to any Transfer.

 

H.            Notwithstanding any provision of this Lease to the contrary, Tenant shall not mortgage, encumber or hypothecate this Lease or any interest herein without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole and absolute discretion.

 

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Any such act without the prior written consent of Landlord (whether voluntary or involuntary, by operation of law or otherwise) shall, at Landlord’s option, be void and/or constitute a Default under this Lease.

 

I.             Except in the event of a Transfer pursuant to Section 10.01F, if Landlord consents to a Transfer hereunder the renewal options in Section 3.03 shall not run to the Transferee, it being agreed by the parties hereto that any such rights and options are personal to the original Tenant named herein and may not be transferred.

 

J.             Tenant shall pay to Landlord the amount of Landlord’s reasonable, out-of pocket expenses to review and negotiate (if applicable) each proposed Transfer and the documentation related thereto (including, without limitation, attorneys’ and other professional fees).

 

K.            For any Transfer requiring Landlord’s consent, as a condition to its consent, Landlord shall have the right to require that the Transferee post a security deposit in an amount reasonably determined by Landlord and that this Lease be amended to incorporate customary provisions relating to the application, replenishment and return of such security deposit. Tenant acknowledges and agrees that such condition is reasonable and is imposed as a condition to Landlord’s agreement not to require the originally named Tenant or any Permitted Transferee to post a security deposit.

 

10.02      Successors and Assigns. Except as otherwise provided in this Lease, all of the covenants, conditions and provisions of this Lease shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns.

 

10.03      Surrender of Premises. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of Landlord, operate as an assignment to it of any or all subleases or subtenancies.

 

10.04      Definition of Landlord. The term “Landlord” as used in this Lease, so far as covenants or obligations on the part of Landlord are concerned, shall be limited to mean and include only the owner or owners, at the time in question, of the fee of the Premises. In the event

 

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of any transfer, assignment or other conveyance or transfers of any such title or leasehold, Landlord herein named (and in case of any subsequent transfers or conveyances, the then grantor) shall be automatically freed and relieved from and after the date of such transfer, assignment or conveyance of all liability as respects the performance of any covenants or obligations on the part of Landlord contained in this Lease thereafter to be performed and, without further agreement, the transferee of such title shall be deemed to have assumed and agreed to observe and perform any and all obligations of Landlord hereunder, during its ownership of the Premises. Landlord may transfer its interest in the Premises without the consent of Tenant and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part of any of the terms and conditions of this Lease.

 

ARTICLE 11

MISCELLANEOUS

 

11.01      Brokers. The parties recognize that the brokers who negotiated this Lease are the brokers whose names are stated in Section 1.10, and agree that Landlord shall be solely responsible for the payment of brokerage commissions to Landlord’s Broker (who shall be responsible for paying Tenant’s Broker), and Tenant shall have no responsibility therefor. If Tenant has dealt with any other person or real estate broker in respect of leasing or rent space in the Building, Tenant shall be solely responsible for the payment of any fee due said person or firm and Tenant shall hold Landlord free and harmless against any liability in respect thereto.

 

11.02      Protection of Lenders.

 

A.            This Lease shall be subject and subordinate at all times to all ground or underlying leases that may now or hereafter exist affecting the Building or the Real Property, or both, and to the lien of any mortgage or deed of trust in any amount or amounts whatsoever now or hereafter placed on or against the Building or the Real Property, or both, or on or against Landlord’s interest or estate therein (such mortgages, deeds of trust and leases are referred to herein, collectively, as “Superior Interests”), all without the necessity of any further instrument executed or delivered by or on the part of Tenant for the purpose of effectuating such subordination provided that the holder of the Superior Interest agrees in writing in form reasonably acceptable to Tenant and the holder of the Superior Interest to the provisions of

 

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Section 11.02B. Within twenty (20) days after Landlord’s written request therefor, Tenant shall execute any and all documents reasonably required by any holder of the Superior Interest evidencing this Lease to be subordinate to the lien of any such leases, mortgage or deed of trust, as the case may be, provided that documents include the provisions of Section 11.02B.

 

B.            In the event of a foreclosure of any such mortgage or deed of trust or of any other action or proceeding for the enforcement thereof, or of any sale thereunder, this Lease shall not be terminated or extinguished, nor shall the rights and possession of Tenant hereunder be disturbed, if no Default then exists under this Lease, and Tenant shall attorn to the person who acquires Landlord’s interest hereunder through any such mortgage or deed of trust.

 

C.            If Landlord is in default, Tenant shall accept cure of any default by any mortgagee whose name and address shall have been furnished to Tenant in writing. Tenant may not exercise any rights or remedies for Landlord’s default unless Tenant gives notice thereof to each such mortgagee and the default is not cured within thirty (30) days thereafter or such greater time as may be reasonably necessary to cure such default. A default that cannot reasonably be cured within said 30-day period shall be deemed cured within said period if work necessary to cure the default is commenced within such thirty (30) day period, the cure is diligently prosecuted and the default is cured within a reasonable time thereafter.

 

D.            In the event of any default on the part of Landlord, Tenant will give notice by registered or certified mail to any beneficiary of a deed of trust or mortgage covering the Premises whose address shall have been furnished to Tenant, and shall offer such beneficiary or mortgagee a reasonable opportunity to cure the default, including time to obtain possession of the Premises by power of sale or a judicial foreclosure, if such should prove necessary to effect a cure upon terms and conditions customary for effecting such cure.

 

11.03      Estoppel Certificate; Financial Statements. Within fifteen (15) days following any written request which either Landlord or Tenant may make to the other from time to time, the requested party shall execute and deliver to the other a statement certifying: (a) the date of commencement of this Lease; (b) the fact that this Lease is unmodified and in full force and effect (or, if there have been modifications thereto, that this Lease is in full force and effect, as modified, and stating the date and nature of such modifications); (c) the date to which the rental

 

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and other sums payable under this Lease have been paid; (d) the fact that there are no current defaults under this Lease by either Landlord or Tenant, except as specified in such statement; and (e) such other matters reasonably requested by the requesting party. Landlord and Tenant intend that any statement delivered pursuant to this Section may be relied upon by any mortgagee, beneficiary, purchaser or prospective purchaser of the Building or any interest therein, or of Tenant’s interest. In connection with any proposed sale, financing or refinancing of the Real Property, Tenant shall, within fifteen (15) days after written request from Landlord, provide to Landlord a copy of Tenant’s most recent annual audited financial statement or most recent annual report but such request of Tenant shall not be made by Landlord more often than once in any calendar year.

 

11.04      Rules and Regulations. Tenant shall faithfully observe and comply with the “Rules and Regulations,” a copy of which is attached hereto and marked Exhibit D, and all reasonable and nondiscriminatory modifications thereof and additions thereto from time to time put into effect by Landlord. Landlord shall diligently enforce all such Rules and Regulations, on a nondiscriminatory basis. In the event of any conflict between the Rules and Regulations and the express provisions of this Lease, the provisions of this Lease shall govern.

 

11.05      Conflict of Laws. This Lease shall be governed by and construed pursuant to the laws of the State of California.

 

11.06      Attorneys’ Fees. In the event either party commences legal proceedings to enforce any of the terms of this Lease, including any action in a bankruptcy case, the successful party shall be entitled to receive from the other party a reasonable sum as attorneys’ fees and costs, including all fees and costs incurred upon any appeals, to be fixed by the court in the same action. Any such attorneys’ fees and other expenses incurred by either party in enforcing a judgment in its favor under this Lease shall be recoverable separately from and in addition to any other amount included in such judgment, and such attorneys’ fees obligation is intended to be severable from the other provisions of this Lease and to survive and not be merged into any such judgment.

 

11.07      Reserved.

 

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11.08      Waiver. The waiver by either party of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition herein contained. The subsequent acceptance of Rent hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease, other than the failure of Tenant to pay the particular Rent so accepted, regardless of Landlord’s knowledge of such preceding breach at the time of acceptance of such Rent.

 

11.09      Terms and Headings. The words “Landlord” and “Tenant” as used herein shall include the plural as well as the singular. Words used in any gender include other genders. If there be more than one Tenant, the obligations hereunder imposed upon Tenant shall be joint and several. The section headings of this Lease are not part of this Lease and shall have no effect upon the construction or interpretation of any part thereof.

 

11.10      Time. Time is of the essence with respect to the performance of every provision of this Lease.

 

11.11      Prior Agreements; Amendments. This Lease contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in this Lease, and no prior agreement or understanding pertaining to any such matter shall be effective for any purpose. No provision of this Lease may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successors in interest.

 

11.12      Separability. Any provision of this Lease which shall prove to be invalid, void or illegal in no way affects, impairs or invalidates any other provision hereof, and such other provisions shall remain in full force and effect.

 

11.13      Force Majeure. The term “Force Majeure” as used herein shall mean any delay which is attributable to strike, lockout or other labor disturbance, riot, civil disturbance, inability to secure materials, supplies or labor through ordinary sources, fire, storm, lightening, earthquake, flood, explosion, the delay or failure to act of any governmental body, or any other cause beyond the reasonable control of the affected party.

 

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11.14      Signs and Auctions. Tenant shall not place any sign upon the Premises or the Building or conduct any auction thereon without Landlord’s prior written consent, which consent shall not be unreasonably withheld, and subject to obtaining all applicable governmental approvals. Landlord agrees to list Tenant’s name on the directory board in the lobby of the Building, and on the Building standard signage in the elevator lobby, at Landlord’s cost and expense; provided, however, any change to the initial listing or any additional listings shall be at Tenant’s cost and expense. Landlord’s acceptance of any name for listing on the directory board, the standard signage or any exterior sign shall in no event be, or be deemed to be, nor will it substitute for, Landlord’s consent, as required by this Lease, to any sublease, assignment, or other occupancy of the Premises.

 

11.15      Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser amount than the rent payment herein stipulated shall be deemed to be other than on account of the rent, nor shall any endorsement or statement on any check or any letter accompanying any check, or payment as rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such rent or pursue any other remedy provided in this Lease.

 

11.16      Quiet Enjoyment. Landlord covenants and agrees that, absent a Default by Tenant, Tenant shall have quiet and peaceful possession of the Premises and shall enjoy all of the rights herein granted without interference.

 

11.17      Adverse Condition. If at any time during the Term, Tenant, in Tenant’s reasonable judgment, is unable to, and actually does not, use all or a material portion of the Premises, or Tenant is able to conduct its operations in all or any portion of the Premises only at a significantly reduced level or under materially adverse conditions (“Adverse Condition”) as a result of: (a) Landlord’s breach of its repair and maintenance obligations under Section 6.03B or Landlord’s interference with Tenant’s business arising from the making of any repairs, alterations or improvements that rises to the level of an Adverse Condition; (b) Landlord’s breach of its obligation not to unreasonably interfere with Tenant’s use of or access to the Premises and common area under Section 6.05B; or (c) Landlord’s failure to provide the services Landlord is obligated to provide under Section 7.01 A for a period of three (3) consecutive

 

65


 

business days (“Adverse Condition Period”), then Tenant may elect, by notice to Landlord, to have Rent abate proportionally as provided below, provided that with respect to the Adverse Condition in question, Tenant shall have given notice to Landlord of the occurrence thereof, which notice shall designate the cause or suspected cause of the Adverse Condition, if known to Tenant, and the portion of the Premises which is not usable by Tenant or in which the Adverse Condition exists. Rent shall abate, in the proportion that the rentable area of the effected portion of the Premises bears to the rentable square foot area of the Premises, for the period during which the Adverse Condition continues provided that such period shall not commence to run until the day after Tenant gives Landlord notice of the Adverse Condition as required above. If an Adverse Condition continues for sixty (60) consecutive days, Tenant shall thereafter have the on-going right, until such Adverse Condition is eliminated, to terminate this Lease as to all or any portion of the Premises. The provisions of this Section 11.17 shall not apply to a casualty or an eminent domain taking, which shall be governed by Article 8.

 

11.18      Condition of Premises at Expiration. At the expiration of this Lease, Tenant shall surrender the Premises, including all leasehold improvements and alterations within the Premises, in broom clean condition, subject to normal wear and tear and damage by the elements or other event contemplated by Article 8 above. Tenant shall, prior to the expiration or earlier termination of this Lease, remove from the Premises all of Tenant’s personal property, furniture and telecommunications cabling or equipment installed by Tenant and shall have the right, but not the obligation, prior to the expiration or earlier termination of this Lease, to remove from the Premises any trade fixtures or signs installed by Tenant, provided that Tenant shall repair any damage caused by such removal. Any trade fixtures or signs not removed by Tenant prior to the expiration or earlier termination of this Lease shall be deemed the property of Landlord.

 

11.19      Notices. Any notice required or permitted to be given hereunder must be in writing and may be given by personal delivery or by mail, and if given by mail, shall be deemed sufficiently given if sent by registered or certified mail, postage prepaid, or by reputable courier service which provides written evidence of delivery addressed to Landlord or to Tenant at its address designated in Sections 1.02 and 1.03, respectively. Either party may, by written notice to the other, specify a different address for notice purposes. Notices shall be effective upon actual receipt or upon refusal to accept delivery or, if the notice cannot be delivered due to a change of

 

66


 

address of the receiving party notice of which was not given to the sending party, on the date delivery was attempted.

 

11.20      Abandonment. Tenant shall not abandon the Premises or any part thereof at any time during the term hereof. Tenant understands that if Tenant abandons the Premises, the risk of fire, other casualty and vandalism to the Premises and the Building will be increased. Accordingly, such action by Tenant shall constitute an immediate Default hereunder regardless of whether Tenant continues to pay Base Rent and other Rent under this Lease. If Tenant abandons or surrenders the Premises or is dispossessed of the Premises by process of law, or otherwise, any movable furniture, equipment, trade fixtures, or other personal property belonging to Tenant and left on the Premises shall at the option of Landlord be deemed to be abandoned and Landlord shall have the right to remove such property from the Premises and charge Tenant for the removal and any restoration of the Premises. Landlord may charge Tenant for the storage of Tenant’s property left on the Premises at such rates as Landlord may from time to time reasonably determine, or, Landlord may, at its option, store Tenant’s property in a public warehouse at Tenant’s expense. Notwithstanding the foregoing, neither the provisions of this Section 11.20 nor any other provision of this Lease shall impose upon Landlord any obligation to care for or preserve any of Tenant’s property left upon the Premises, and Tenant hereby waives and releases Landlord from any claim or liability in connection with the removal of such property from the Premises and the storage thereof and specifically waives the provisions of California Civil Code Section 1542 with respect to such release. Landlord’s action or inaction with regard to the provisions of this Section 11.20 shall not be construed as a waiver of Landlord’s right to require Tenant to remove its property, restore any damage to the Building caused by such removal or make any restoration required pursuant to this Lease.

 

11.21      Landlord’s Liability. Any liability of Landlord (including without limitation Landlord’s members, partners, shareholders, affiliates, agents, and employees) to Tenant under this Lease shall be limited to the equity interest of Landlord in the Building, and Tenant agrees to look solely to such interest for the recovery of any judgment, it being intended that Landlord and such other persons shall not be personally liable for any deficiency or judgment. Notwithstanding any other provision of this Lease, Landlord shall not be liable for any consequential damages nor shall Landlord be liable for any loss of or damage to artwork,

 

67


 

currency, jewelry, bullion, unique or valuable documents, securities or other valuables, or for other property not in the nature of ordinary fixtures, furnishings and equipment used in general administrative and executive office activities and functions. Wherever in this Lease Tenant (a) releases Landlord from any claim or liability, (b) waives or limits any right of Tenant to assert any claim against Landlord or to seek recourse against any property of Landlord or (c) agrees to indemnify Landlord against any matters, the relevant release, waiver, limitation or indemnity shall run in favor of and apply to Landlord, its agents, the constituent shareholders, partners or other owners of Landlord or its agents, and the directors, officers, and employees of Landlord and its agents and each such constituent shareholder, partner or other owner.

 

11.22      Waiver of Jury Trial. IF ANY ACTION OR PROCEEDING BETWEEN LANDLORD AND TENANT TO ENFORCE THE PROVISIONS OF THIS LEASE (INCLUDING AN ACTION OR PROCEEDING BETWEEN LANDLORD AND THE TRUSTEE OR DEBTOR IN POSSESSION WHILE TENANT IS A DEBTOR IN A PROCEEDING UNDER ANY BANKRUPTCY LAW) PROCEEDS TO TRIAL, LANDLORD AND TENANT HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY IN SUCH TRIAL.

 

11.23      Diminution of Light, Air and View. Tenant agrees that no diminution or shutting off of light, air or view by any structure that may be erected (whether or not by Landlord) on property adjacent to the Building shall in any way affect this Lease, entitle Tenant to any reduction of Rent hereunder or result in any liability of Landlord to Tenant.

 

11.24      Authority. If Tenant is a corporation (or other business organization), Tenant and each person executing this Lease on behalf of Tenant represents and warrants to Landlord that (a) Tenant is duly incorporated (or organized) and validly existing under the laws of its state of incorporation (or organization), (b) Tenant is qualified to do business in California, (c) Tenant has full right, power and authority to enter into this Lease and to perform all of Tenant’s obligations hereunder, and (d) the execution, delivery and performance of this Lease has been duly authorized by Tenant and each person signing this Lease on behalf of the Tenant is duly and validly authorized to do so.

 

68

 

11.25      Miscellaneous. The Exhibits referenced in Section 1.11 are a part of this Lease and are incorporated herein by this reference. In the event of any discrepancy between this Lease and any such Exhibit or Addendum, this Lease shall control. This Lease is the entire and integrated agreement between Landlord and Tenant with respect to the subject matter of this Lease, the Premises and the Building. There are no oral agreements between Landlord and Tenant affecting this Lease, and this Lease supersedes and cancels any and all previous negotiations, arrangements, brochures, offers, agreements and understandings, oral or written, if any, between Landlord and Tenant or displayed by Landlord to Tenant with respect to the subject matter of this Lease, the Premises or the Building. There are no representations between Landlord and Tenant or between any real estate broker and Tenant other than those expressly set forth in this Lease and all reliance with respect to any representations is solely upon representations expressly set forth in this Lease. Submission of this instrument for examination or signature by Tenant does not constitute a reservation of or option for a lease, and this instrument is not effective as a lease or otherwise until its execution and delivery by both Landlord and Tenant.

 

11.26      Contingency. This Lease is contingent on the following: (a) Tenant’s receipt of an executed nondisturbance and attornment agreement from Fleet National Bank (“Fleet”), the current holder of a Superior Interest, in form and substance reasonably satisfactory to Tenant; (b) Tenant’s inspection of the UST and lab equipment, and (c) Landlord’s receipt of approval of this Lease from Fleet. The contingencies set forth in clauses (a) and (b) shall be satisfied or waived by Tenant and the contingency set forth in clause (c) shall be satisfied or waived by Landlord within fourteen (14) days after the date that Landlord and Tenant execute this Lease and a fully executed original counterpart is delivered to each other (the “Contingency Period”). Tenant shall make diligent efforts to negotiate the nondisturbance and attornment agreement and to conduct the inspections of the UST and lab equipment during the Contingency Period. Landlord shall use commercially reasonable efforts to obtain from Fleet the non-disturbance and attornment agreement and to provide access to the UST and lab equipment for inspection purposes. Landlord shall make diligent efforts to obtain the approval of Fleet to this Lease. If either (a) the nondisturbance and attornment agreement from Fleet is not executed and delivered to Tenant within the Contingency Period or (b) the inspection of the UST and lab equipment discloses that repairs in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) are

 

69


 

required in order to place the UST and/or lab equipment in good mechanical and operating condition, Tenant shall have the right to terminate the Lease by sending written notice to Landlord within three (3) business days after the expiration of the Contingency Period. If Tenant does not deliver notice of its termination of the Lease within such three business day period, the contingencies set forth in clauses (a) and (b) above shall be deemed satisfied. If the approval of Fleet to this Lease is not obtained within the Contingency Period, Landlord shall have the right to terminate the Lease by sending written notice to Tenant within three (3) business days after the expiration of the Contingency Period. If Landlord does not deliver notice of its termination of the Lease within such three business day period, the contingency set forth in clause(c) shall be deemed satisfied.

 

[SIGNATURES FOLLOW ON NEXT PAGE]

 

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Landlord and Tenant have executed this Lease as of the day and year first above written.

 

 

 

 

 

 

      TENANT:

 

 

 

CALIFORNIA PACIFIC MEDICAL CENTER,
a California non-profit public benefit corporation

 

 

 

 

 

By:

[ILLEGIBLE]

 

 

 

 

Its:

EVP

 

 

 

 

 

12 FEB 2004

 

 

 

 

 

 

 

 

 

 

 

      LANDLORD:

 

 

 

SKS BRANNAN ASSOCIATES, LLC,
a Delaware limited liability company

 

 

 

 

By:

SKS 475 MANAGING MEMBER, L.P., a Delaware limited partnership, its administrative member

 

 

 

 

 

 

 

By:

SKS 475 CORPORATE GP, INC., a Delaware corporation, its general partner

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BY:

[ILLEGIBLE]

 

 

 

 

 

 

 

 

 

 

Its:

President

 

71

 

 

Exhibit A

Floor plans showing premises

 

 

A-1


 

 

Exhibit A

Floor plans showing premises

 

A-2

 

EXHIBIT B

 

WORK LETTER

 

This Work Letter is attached to and forms a part of the Lease dated as of February             , 2004 (the “Lease”), by and between SKS BRANNAN ASSOCIATES, LLC, a Delaware limited liability company (“Landlord”), and CALIFORNIA PACIFIC MEDICAL CENTER, a California non-profit public benefit corporation (“Tenant”), pertaining to certain Premises described therein. Except where clearly inconsistent or inapplicable, the provisions of the Lease are incorporated into this Work Letter, and capitalized terms used without being defined in this Work Letter shall have the meanings given them in the Lease.

 

The purpose of this Work Letter is to set forth the respective responsibilities of Landlord and Tenant with respect to the design and construction of all alterations, additions and improvements which Tenant may deem necessary or appropriate to prepare the Premises for occupancy by Tenant under the Lease. Such alterations, additions and improvements to the Premises are referred to in this Work Letter as the “Leasehold Improvements,” and the work of constructing the Leasehold Improvements to be performed by Landlord is referred to as the “Landlord’s Work” and is more fully described in Section 2 and the work of constructing the Leasehold Improvements to be performed by Tenant is referred to herein as “Tenant’s Work” and described with more specificity in Section 3.3 below.

 

Landlord and Tenant agree as follows:

 

1.             General.

 

1.1          Tenant is solely responsible for designing the Leasehold Improvements to be constructed by Tenant and performing the Tenant’s Work (subject to Landlord’s rights of review and approval set forth in this Work Letter).

 

1.2          Landlord’s sole interest in reviewing and approving the Space Plans and Final Working Drawings (as each of those terms is hereinafter defined) is to protect the Building and Landlord’s interests, and no such review or approval by Landlord shall be deemed to create any liability of any kind on the part of Landlord, or constitute a representation on the part of Landlord or any person consulted by Landlord in connection with such review and approval that the Space Plans or Final Working Drawings are correct or accurate, or are in compliance with any Legal Requirements.

 

1.3          Landlord shall contribute (subject to the terms and conditions set forth in this Work Letter) the amount specified in Section 5.1 below as the “Construction Allowance,” towards the costs of performing the Tenant’s Work.

 

1.4          Tenant shall be responsible for Tenant’s costs of designing the Leasehold Improvements to be performed by Tenant and performing the Tenant’s Work to the extent such costs exceed the Construction Allowance.

 

Exhibit B - 1


 

1.5          Except for the Landlord’s Work and as otherwise provided in the Lease, Tenant accepts the Premises in its “as is” condition and acknowledges that it has had an opportunity to inspect the Premises prior to signing the Lease.

 

2.             Landlord’s Work. Prior to delivery of the Premises to Tenant, Landlord shall perform Landlord’s Work as described herein. Landlord’s Work shall include the following: (a) activation of the Generator (as defined in Section 5.06 of the Lease) for the support of the Premises only and in accordance with all applicable Legal Requirements; and (b) delivery of the fume hoods in good working condition and order for use by Tenant for no additional rent during the term of the Lease.

 

3.             Design and Approval of the Leasehold Improvements.

 

3.1          Selection of Tenant’s Architect; Construction Drawings.

 

(a)           Tenant shall retain an architect/space planner (“Tenant’s Architect”) to prepare the plans and drawings for Tenant’s Work. Tenant’s Architect shall be an architect licensed in the State of California and approved in writing by Landlord, which approval will not be unreasonably withheld or delayed. Landlord hereby approves Smith Group, SMWM and/or SOM as Tenant’s Architect.

 

(b)           All plans and drawings for Tenant’s Work shall be subject to Landlord’s approval, which approval shall not be unreasonably withheld or delayed. To the extent in Landlord’s possession or control, Landlord shall supply Tenant with a set of “as-built” drawings of the Building which Tenant may use in connection with the preparation of the plans and drawings for Tenant’s Work, but Tenant agrees that Landlord shall have no liability for the completeness or accuracy thereof, and Tenant’s Architect shall be responsible for performing all necessary field measurements and confirming the completeness and accuracy of such drawings. Landlord shall provide to Tenant all reports in Landlord’s possession regarding the evaluation of the Real Property’s compliance with the ADA and Title 24 of the California Code of Regulations and the “close-out” report regarding the permit for Hazardous Substances previously issued to the current occupant of the Premises.

 

(c)           So long as Tenant retains the following engineers and contractors in connection with the mechanical and electrical design of Tenant’s Work, neither performance of such mechanical and electrical design work by Landlord’s mechanical or electrical engineers nor peer review by Landlord’s mechanical or electrical engineers of such design work performed by Tenant’s engineers shall be required: Tipping Mar + associates as structural engineers and Mazzetti & Associates as electrical engineers for Tenant’s Work to the first floor of the Premises and Southland as mechanical engineers and Cupertino Electric, Inc. as electrical contractors for Tenant’s Work to the second floor of the Premises.

 

3.2          Space Plans. Prior to drafting any construction plans and drawings, Tenant shall furnish Landlord with a hard copy and, to the extent available, an AutoCAD version on diskette, of Tenant’s final space plans for the Premises (“Space Plans”). The Space Plans shall show or specify the locations of all proposed improvements, including partitions, equipment and fixtures, the location of any proposed structural floor penetrations, the location and extent of

 

Exhibit B - 2


 

floor loading in excess of Building capacity, if any, and the location and description of any special HVAC, plumbing or electrical requirements. Landlord shall approve or disapprove the Space Plans by giving written notice to Tenant within ten (10) days after receipt thereof. Landlord shall not unreasonably withhold or condition its approval of the Space Plans. If Tenant’s proposed Leasehold Improvements will, in Landlord’s reasonable judgment, require changes or alterations in the fire protection sprinkler system, HVAC system or other building systems outside of the Premises, and Landlord approves such changes or alterations, such changes or alterations shall be made at Tenant’s expense. If Landlord disapproves the Space Plans, Landlord shall return the Space Plans to Tenant with a statement of Landlord’s specific and detailed reasons for disapproval and specifying any required corrections or revisions. Landlord shall approve or disapprove of any revisions or corrections to the Space Plans by written notice given to Tenant within five (5) business days after receipt of such revisions or corrections. This procedure shall be repeated until Landlord approves the Space Plans. If Landlord fails to respond to any request for approval of the Space Plans or revisions thereto in the time periods required under this Section 3.2, Landlord shall be deemed to have approved the Space Plans or revised Space Plans, as submitted.

 

3.3          Final Working Drawings. Following Landlord’s approval or deemed approval of the Space Plans, Tenant shall cause Tenant’s Architect to prepare and submit for Landlord’s approval complete and detailed construction plans and specifications, including a fully coordinated set of architectural, structural, engineering, mechanical, fire protection, electrical and plumbing working drawings for Tenant’s Work, in a form which is sufficiently complete to permit subcontractors to bid on the work, obtain all required Permits (as hereinafter defined) and commence construction (the “Final Working Drawings”). Landlord shall approve or disapprove the Final Working Drawings by giving written notice to Tenant within ten (10) days after receipt thereof. Landlord shall not unreasonably withhold or condition its approval of the Final Working Drawings. Landlord shall not disapprove the Final Working Drawings or require changes to the Final Working Drawings in a manner which is inconsistent with (a) the locations of any proposed improvements, including partitions, equipment and fixtures, (b) the location of any proposed structural floor penetrations, (c) the location and extent of floor loading, and (d) the location and description of any special HVAC, plumbing or electrical requirements, all as set forth in Space Plans approved by Landlord. If Landlord disapproves the Final Working Drawings, Landlord shall return the Final Working Drawings to Tenant with a statement of Landlord’s specific and detailed reasons for disapproval and specifying any required corrections or revisions. Landlord shall approve or disapprove of any such revisions to the Final Working Drawings within five (5) business days after receipt of such revisions. This procedure shall be repeated until Landlord approves the Final Working Drawings (as so approved, the “Approved Working Drawings”). If Landlord fails to respond to any request for approval of the Final Working Drawings or revisions thereto in the time periods required under this Section 3.3, Landlord shall be deemed to have approved the Final Working Drawings or revised Working Drawings, as submitted. The term “Tenant’s Work” shall mean all improvements shown on the Approved Working Drawings as finally approved by Landlord. Tenant shall be solely responsible for: (i) the completeness of the Approved Working Drawings; (ii) the conformity of the Approved Working Drawings with the existing conditions in the Building and the Premises; (iii) the compatibility of Approved Working Drawings with the shell or the core or the mechanical, plumbing, life safety or electrical systems of the Building; and (iv) the compliance of the Approved Working Drawings with all applicable regulations, laws, ordinances, codes and

 

Exhibit B - 3


 

rules, including, without limitation, the Americans With Disabilities Act. When the Approved Working Drawings are approved by Landlord and Tenant, they shall be acknowledged as such by Landlord and Tenant signing each sheet of the Approved Working Drawings. If the Approved Working Drawings were prepared on CAD system, Tenant shall also deliver to Landlord a diskette containing the Approved Working Drawings in the AutoCAD format.

 

4.             Construction of Leasehold Improvements.

 

4.1          Contracts with Tenant’s Contractor and Subcontractors.

 

(a)           Tenant shall retain a licensed general contractor as the contractor to perform Tenant’s Work (“Tenant’s General Contractor”). Tenant’s General Contractor must be experienced in the performance of work comparable to the work of the Tenant Works in buildings comparable to the Building, and shall be subject to Landlord’s prior approval, which approval shall not be unreasonably withheld or delayed. Landlord hereby approves any of the following general contractors as Tenant’s General Contractor: Herrero Brothers, Inc., Swinterton Incorporated, The Pankow Companies, Hathaway Dinwiddie and Rudolph and Sletten Inc.

 

(b)           Tenant shall furnish Landlord with a true and correct copy of the construction contract between Tenant and Tenant’s General Contractor relating to the Tenant’s Work, provided that Landlord’s review of such contract shall not relieve Tenant from its obligations under this Work Letter nor shall such review be deemed to constitute Landlord’s representation that such contracts comply with the requirements of this Work Letter. Tenant shall cause all subcontractors, laborers, materialmen and suppliers used by Tenant for Tenant’s Work (such subcontractors, laborers, materialmen and suppliers, together with Tenant’s General Contractor, are collectively referred to herein as “Tenant’s Contractors”) to engage only labor that is harmonious and compatible with other labor working in the Project. In the event of any labor disturbance caused by persons employed by Tenant or Tenant’s General Contractor, Tenant shall within one (1) business day take all reasonable actions necessary to eliminate such disturbance. If at any time any of Tenant’s Contractors materially interferes with any other occupant of the Building, or materially hinders or delays any other work of improvement in the Building, or performs any work which materially impairs the quality, integrity or performance of any portion of the Building, including any Building Systems, Tenant shall cause such subcontractor, laborer, materialman or supplier to leave the Building and remove all tools, equipment and materials immediately upon written notice delivered to Tenant.

 

4.2        Permits. Tenant shall obtain all building permits and other permits, authorizations and approvals which may be required in connection with, or to satisfy all Legal Requirements applicable to, the construction of the Leasehold Improvements in accordance with the Approved Working Drawings (the “Permits”). Tenant shall provide Landlord with copies of any documents or applications filed by Tenant to obtain Permits for Landlord’s review and approval prior to any such filing. Tenant agrees that neither Landlord nor Landlord’s consultants shall be responsible for obtaining any Permits or the certificate of occupancy for the Premises, and that obtaining the same shall be Tenant’s responsibility; provided, however, that Landlord will cooperate with Tenant in executing permit applications, attending hearings with governmental agencies, and performing ministerial acts reasonably necessary to enable Tenant to

 

Exhibit B - 4


 

obtain any such Permit or certificate of occupancy, provided Landlord approves of such permit applications and such applications or other acts do not impose any liability or other obligations on Landlord. Any amendments or revisions to the Approved Working Drawings that may be necessary to obtain any such Permits, or which may be required by city officials or inspectors to comply with code rulings or interpretations, shall be prepared by Tenant’s Architect, at Tenant’s expense (provided that to the extent funds are available, such expense may be reimbursed from the Construction Allowance), and submitted to Landlord for Landlord’s review and approval as a Change Order under Section 6 below. If Landlord disapproves of such amendments or revisions, Landlord shall, within five (5) business days after being submitted to Landlord for Landlord’s review, return the same to Tenant with a statement of Landlord’s reasons for disapproval, or specifying any required corrections. This procedure shall be repeated until Landlord approves the amendments or revisions and all Permits have been obtained for the Approved Working Drawings, as so amended. Tenant shall be solely responsible for any changes to the Space Plans and the Approved Working Drawings necessary to obtain any Permit or to comply with all applicable Legal Requirements or to achieve the compatibility, as reasonably determined by Landlord, of the Space Plans and Approved Working Drawings with the shell and the core and the mechanical, plumbing, life safety and electrical systems of the Building and any third-party warranties.

 

4.3          Commencement of Work. At least five (5) business days prior to the commencement of construction of the Leasehold Improvements to be performed by Tenant, Tenant shall submit to Landlord a notice specifying the date Tenant will commence construction of the Leasehold Improvements, the estimated date of completion of the Leasehold Improvements and the construction schedule provided by Tenant’s General Contractor. In addition, prior to the commencement of construction of the Leasehold Improvements, Tenant shall submit to Landlord the following: (a) all Permits required to commence construction of the Leasehold Improvements to be performed by Tenant; (b) a copy of the executed construction contract with Tenant’s General Contractor, in substantially the form previously approved by Landlord; and (c) true and correct copies of all policies of insurance, or original certificates thereof executed by an authorized agent of the insurer or insurers, together with any endorsement confirming to Landlord’s reasonable satisfaction compliance with the insurance requirements of this Work Letter.

 

4.4          Performance of Work. All work performed by Tenant’s General Contractor shall conform to the Approved Working Drawings, shall comply with all Legal Requirements and shall be performed in a good and professional manner and so as not to materially interfere with the occupancy of any other tenant of the Building, the performance of any other work within the Building, or with Landlord’s maintenance or operation of the Building. At all times during construction of the Leasehold Improvements, Landlord and Landlord’s employees and agents shall have the right to enter the Premises to inspect the Tenant’s Work, and to require the correction of any material deviation from the Approved Working Drawings.

 

4.5          Insurance. Prior to Tenant’s General Contractor’s entry onto the Premises to commence construction of the Leasehold Improvements to be constructed by Tenant, Tenant shall furnish Landlord with sufficient evidence that Tenant and Tenant’s General Contractor are

 

Exhibit B - 5


 

carrying worker’s compensation insurance and general liability insurance in amounts and in the manner described in the Lease.

 

4.6          Liens. Tenant shall keep the Premises and the Building free from any liens arising out of work performed, materials furnished or obligations incurred by Tenant. Should Tenant fail to remove any such lien within fifteen (15) days following Tenant’s receipt of written notice from Landlord or Tenant’s obtaining actual knowledge of such lien, Landlord may, in addition to any other remedies, record a bond pursuant to California Civil Code Section 3143 and all costs and obligations incurred by Landlord in so doing shall immediately become due and payable by Tenant to Landlord as Additional Rent under the Lease. Landlord shall have the right to post and keep posted on the Premises any notices that may be required or permitted by Legal Requirements, or which Landlord may deem to be proper, for the protection of Landlord and the Building from such liens. Upon completion of construction, Tenant shall promptly record a Notice of Completion in accordance with California Civil Code Section 3093 and provide a copy thereof to Landlord.

 

5.             Responsibility for Design and Construction Costs.

 

5.1          Construction Allowance. Landlord will contribute to the costs of performing Tenant’s Work, as depicted on the Approved Working Drawings, the amount of Four Hundred Twenty Eight Thousand Five Hundred Forty and 00/100 Dollars ($428,540.00) (the “Construction Allowance”). Tenant shall pay all costs in excess of the Construction Allowance for the design and construction of the Leasehold Improvements to be constructed by Tenant. The obligation of Landlord to make any one or more payments pursuant to the provisions of this Work Letter, including payment of the Construction Allowance, to review documents or to give approvals shall be suspended without further act of the parties during any such time as there exists an event of Default.

 

5.2          Disbursement of Construction Allowance. From time to time, but in no event more frequently than once every thirty (30) days, Tenant shall deliver to Landlord: (i) copies of applicable invoices, (ii) a written statement from Tenant’s Architect that the work described on any such invoices has not previously been paid for and has been completed substantially in accordance with the Approved Working Drawings, and (iii) properly executed lien waivers from Tenant’s General Contractor to the extent of the work described in such invoices. Within thirty (30) days after receipt of the foregoing, Landlord shall deliver a check to Tenant made payable to Tenant for Landlord’s Share (as defined below) of each amount of hard and soft costs invoiced by Tenant’s Architect or Tenant’s General Contractor that has not previously been paid less a ten percent (10%) retention. As used herein, “Landlord’s Share” shall be a fraction, the numerator of which is the Construction Allowance, and the denominator of which is the cost estimated by Tenant’s General Contractor and Tenant’s Architect of designing and constructing the Leasehold Improvements to be constructed by Tenant in accordance with the terms of this Work Letter. The final installment of the Construction Allowance, including all retentions, shall be paid to Tenant after satisfactory completion of the Tenant’s Work and submission by Tenant of (1) “as-built” drawings (in hard copy and in AutoCAD format on a diskette) showing the Leasehold Improvements performed by Tenant (updated by Tenant’s Architect as necessary to reflect all changes made to the Approved Working Drawings during the course of construction), (2) a written statement from Tenant’s

 

Exhibit B - 6


 

Architect that the work described on any such invoices has been completed substantially in accordance with the Approved Working Drawings, (3) properly executed mechanics’ lien releases in compliance with both California Civil Code Section 3262(d)(2) and Section 3262(d)(4) from Tenant’s General Contractor; and (4) copies of all Permits, licenses, certificates and other governmental authorizations and approvals necessary in connection with, and indicating final approval of, the Tenant’s Work, and which may be necessary for the operation of Tenant’s business within the Premises. Tenant shall submit the documents described in clauses (1) through (4) above to Landlord within thirty (30) days following the earlier of substantial completion of Tenant’s Work or the date Tenant commences business operations in the Premises.

 

6.             Change Orders. Landlord will not withhold its approval of (a) any request by Tenant, or by Tenant’s General Contractor with Tenant’s approval, to amend or change the Approved Working Drawings, or (b) any change or amendment to the Approved Working Drawings that may be necessary to obtain any Permits, or which may be required by city officials or inspectors to comply with code rulings or interpretations (any of the foregoing, a “Change Order”), unless, in Landlord’s reasonable judgment, any of the conditions specified in clauses 3.2(a) and 3.2(b) above would apply. Landlord shall approve or disapprove the Change Order by giving written notice (specifying Landlord’s reasons for denial of approval if approval has not been granted) given to Tenant within five (5) days after receipt of such Change Order request. No material changes or modifications to the Approved Working Drawings shall be made unless by written Change Order signed by Landlord and Tenant. Tenant shall pay all costs attributable to Change Orders, including costs incurred by Landlord in reviewing proposed Change Orders (provided that to the extent funds are available, such costs may be paid or reimbursed from the Construction Allowance).

 

7.             Ownership of Leasehold Improvements. The Leasehold Improvements made by Tenant shall become Landlord’s property and shall be surrendered by Tenant at the expiration or earlier termination of the Term, unless Landlord shall have conditioned its approval of the Final Working Drawings or any Change Order on Tenant’s agreement to remove any items thereof, in which event, prior to the expiration or termination of the Term, the specified items shall be removed at Tenant’s expense, any damage caused by such removal shall be repaired, and the Premises shall be restored to their condition existing prior to the installation of the items in question, normal wear and tear excepted. Notwithstanding the foregoing, Landlord agrees that, all portions of the Leasehold Improvements constituting the vivarium lab and customary general office improvements as reasonably determined by Landlord shall not be required to removed by Tenant upon the expiration or termination of the Term.

 

8.             Miscellaneous. Tenant hereby designates Jeanne Gomez, Kerry Shanahan and Kip Edwards, as its representatives with respect to the matters set forth in this Work Letter, any one of whom acting alone, until further notice to Landlord, shall have full authority and responsibility to act on behalf of Tenant as required in this Work Letter, and Landlord shall be entitled to rely upon the decisions and agreements made by such representative acting alone as binding upon Tenant. Landlord hereby designates Daniel Kingsley and Drew Gordon, as its representatives with respect to the matters set forth in this Work Letter, either of which representative acting alone, until further notice to Tenant, shall have full authority and responsibility to act on behalf of the Landlord as required in this Work Letter and Tenant shall be entitled to rely upon the decisions and agreements made by such representative acting alone as

 

Exhibit B - 7


 

binding upon Landlord. This Work Letter shall not be deemed applicable to any additional space added to the original Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions thereto in the event of damage or destruction of the Premises, condemnation of the Premises, or renewal or extension of the initial term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement thereto.

 

Exhibit B - 8


 

SCHEDULE 1

 

LIST OF LAB EQUIPMENT

 

Exhibit B - 1

 

475 Brannan Floor 1 Lab equipment

 

Floor 1 Lab 1

 

Qty

 

System Components

 

Manuafacturer

 

Model

1

 

Chiller System/2 compressors

 

Trane

 

RTAA0704XM01B3D0N

1

 

Chilled Water Pump

 

Bell & Gossett

 

Series 80

1

 

HW Boiler 1

 

Teledyne Larrs

 

HH0850EN09LBACC

1

 

Hot Water Pump 1

 

Bell & Gossett

 

Series 80 BF7.875

1

 

Air Handing Unit 1

 

Haakon

 

 

1

 

Air Handing Unit 2

 

Haakon

 

Pentpack

1

 

Freezer 1

 

Bally

 

RPH151L6-IS2A

1

 

Exhaust Fan 1

 

Loren Cook

 

135-CPS50

1

 

Exhaust Fan 2

 

Loren Cook

 

225-CPS

1

 

Ceiling Mount a/c unit

 

Liebert

 

MME018A

1

 

Industrial Air Compressor

 

Atlas Copco

 

GA5FF

1

 

Industrial Vacuum Pump

 

Rietschle

 

VCTS-060-121-F-466

1

 

Autoclave

 

Primus

 

 

1

 

Steam Scrubber/Glass Wash

 

Labconco

 

 

2

 

Fume Hood 4 foot

 

Kewaunee

 

H05

2

 

Exhuasted Biosafety cabinet 6 foot

 

Fisher Hamilton Safeair

 

 

1

 

Exhuasted Biosafety cabinet 6 foot

 

Labconco

 

36213

1

 

Exhuasted Biosafety cabinet 5 foot

 

Labconco

 

36209

1

 

Sens gas manifold system

 

Victor

 

VM2000

 

 

 

 

 

 

 

Floor 1 Lab 2

 

 

 

 

 

 

 

 

 

 

 

 

 

Qty

 

System Components

 

Manuafacturer

 

Model

1

 

Chiller System/2 Compressors

 

Trane

 

RTAA0704XM01B3D0N

1

 

Chilled Water Pump

 

Bell & Gossett

 

Series 80

1

 

HW Boiler 2

 

Teledyne Larrs

 

HH1200EN09LBACC

1

 

Hot Water Pump 2

 

Bell & Gossett

 

Series 80 BF7.875

1

 

Air Handling Unit 3

 

Haakon

 

Pentpack

1

 

Cooler 1

 

Bally

 

BA82P-A-AS2A

1

 

Freezer 2

 

Bally

 

RPH151L6-IS2A

1

 

Exhaust Fan 3

 

Loren Cook

 

210-CP

1

 

Exhaust Fan 4

 

Loren Cook

 

225-CPS

1

 

Exhaust Fan 5

 

Loren Cook

 

225-CPS50

1

 

Exhaust Fan Tl

 

Loren Cook

 

 

2

 

Sump Pump

 

Ryan Herco

 

 

1

 

Industrial Vacuum Pump

 

Airtech

 

LCS-L25G1

1

 

Autoclave

 

AMSLO

 

2031

 


 

Serial #

 

Rating

 

Location

U02B03161

 

70 Tons

 

Roof Zone 1

 

 

7.5 HP

 

Roof Zone 1

C02B01160

 

25 BLR HP

 

Roof Zone 1

CM0062-01

 

2 HP

 

Roof Zone 1

 

 

1.5 HP

 

Lab 1 Ceiling

02-8113-01-C

 

20 HP

 

East Alley

2027401

 

2 Tons

 

Lab 1

21573-2148

 

2 HP

 

Roof Zone 1

21573-2149

 

7.5 HP

 

Roof Zone 1

 

 

1/4 HP

 

Lab 1 phone

 

 

20 HP

 

Basement

 

 

10 HP

 

Basement

 

 

 

 

Lab1

 

 

 

 

Lab 1

 

 

 

 

Lab 1

 

 

 

 

Lab 1

 

 

 

 

Lab 1

 

 

 

 

Lab 1

 

 

 

 

Lab 1

 

 

 

 

 

Serial #

 

Rating

 

Location

U02D04464

 

70 Tons

 

Roof Zone 2

 

 

7.5 HP

 

Roof Zone 2

C02D03113

 

35 BLR HP

 

Roof Zone 2

CM4631-01D20

 

3 HP

 

Roof Zone 2

02-8079-02-C

 

25 HP

 

East Alley

2014849

 

2 Tons

 

Lab 2

207402

 

2 Tons

 

Lab 2

21573-2147

 

5 HP

 

Roof Zone 2

21573-2146

 

5 HP

 

Roof Zone 2

21573-2150

 

5 HP

 

Roof Zone 2

 

 

3/4 HP

 

Lab 2 phone

 

 

3/4 HP

 

Basement

 

 

1 HP

 

LAB 2

 

 

 

 

LAB 2

 

NOTE* I have notice a Sciex tag on the unit.

 


 

EXHIBIT C

 

CONFIRMATION OF TERM OF LEASE

 

This confirmation of lease and description of premises is made               , 2004, between SKS BRANNAN ASSOCIATES, LLC, a Delaware limited liability company, (“Landlord”), and CALIFORNIA PACIFIC MEDICAL CENTER, a California non-profit public benefit corporation (“Tenant”), who agree as follows:

 

1.            Landlord and Tenant entered into a Standard Form Office Lease dated                             , 2004, in which Landlord leased to Tenant and Tenant leased from Landlord the premises described in Section 1.04 of the Lease (the “Premises”).

 

2.             Pursuant to Sections 1.05 and 3.01 of the Lease, Landlord and Tenant agree to confirm the Commencement Date and the expiration date of the term as follows:

 

A.                              , 20   , is the Commencement Date of the Lease;

 

B.                              , 20   , is the expiration date of the Lease.

 

3. Tenant confirms that:

 

A.            It has accepted possession of the Premises as provided in the Lease;

 

B.            The Lease has not been modified, altered, or amended, except as follows:

 

 

 

C.            The Lease is in full force and effect.

 

C-1


 

4.             The provisions of this confirmation shall inure to the benefit, or bind, as the case may require, the parties and their respective successors subject to the restrictions on assignment and subleasing contained in the Lease.

 

 

 

 

 

 

      TENANT:

 

 

 

CALIFORNIA PACIFIC MEDICAL CENTER,

 

a California non-profit public benefit corporation

 

 

 

By:

 

 

 

 

 

Its:

 

 

 

 

 

 

 

 

 

 

 

 

      LANDLORD:

 

 

 

SKS BRANNAN ASSOCIATES, LLC, a Delaware
limited liability company

 

 

 

 

By:

SKS 475 MANAGING MEMBER, L.P., a Delaware limited partnership, its administrative member

 

 

 

 

 

 

 

By:

SKS 475 CORPORATE GP, INC., a Delaware corporation, its general partner

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BY:

 

 

 

 

 

 

 

 

 

 

 

Its:

 

 

C-2


 

EXHIBIT D

 

RULES AND REGULATIONS

 

1.             Sidewalks, halls, passages, exits, entrances, elevators, escalators and stairways shall not be obstructed by tenants or used by them for any purpose other than for ingress to and egress from their respective premises. The halls, passages, exits, entrances, elevators, escalators and stairways are not for the use of the general public and Landlord shall in all cases retain the right to control and prevent access thereto by all persons whose presence, in the reasonable judgment of Landlord, would be prejudicial to the safety, character, reputation and interests of the Building and its tenants.

 

2.             No sign, placard, picture, name, advertisement or notice, visible from the exterior of the leased premises shall be inscribed, painted, affixed or otherwise displayed by any tenant either on its premises or any part of the Building without the prior written consent of Landlord, and Landlord shall have the right to remove any such sign, placard, picture, name, advertisement, or notice without notice to and at the expense of the tenant.

 

3.             If Landlord shall have given such consent to any tenant at any time, whether before or after the execution of the Lease, such consent shall in no way operate as a waiver or release of any of the provisions hereof or of such Lease, and shall be deemed to relate only to the particular sign, placard, picture, name, advertisement or notice so consented to by Landlord and shall not be construed as dispensing with the necessity of obtaining the specific written consent of Landlord with respect to any other such sign, placard, picture, name, advertisement or notice.

 

4.             No signs will be permitted on any entry door unless the door is glass. All glass door signs must be approved by Landlord. Signs or lettering shall be printed, painted, affixed or inscribed at the expense of the tenant by a person reasonably approved by Landlord

 

5.             The bulletin board or directory of the Building will be provided exclusively for the display of the name and location of tenants only, and Landlord reserves the right to exclude any other names therefrom. Landlord reserves the right to restrict reasonably the amount of directory space utilized by Tenant.

 

D-1


 

6.             No curtains, draperies, blinds, shutters, shades, screens or other coverings, hangings or decorations shall be attached to, hung or placed in, or used in connection with, any window on any premises without the prior written consent of Landlord. In any event, with the prior written consent of Landlord, all such items shall be installed inside of Landlord’s standard draperies and shall in no way be visible from the exterior of the Building. No articles shall be placed or kept on the window sills so as to be visible from the exterior of the Building.

 

7.             Landlord reserves the right to exclude from the Building between the hours of 7 P.M. and 7 A.M. and at all hours on Saturdays, Sundays and holidays all persons who do not present a pass to the Building signed by Landlord. Landlord will furnish passes to persons for whom any tenant requests the same in writing. Each tenant shall be responsible for all persons for whom it requests passes and shall be liable to Landlord for all acts of such persons.

 

8.             Landlord shall in no case be liable for damages for any error with regard to the admission to or exclusion from the Building of any person.

 

9.             During any invasion, mob, riot, public excitement or other circumstance rendering such action advisable in Landlord’s opinion, Landlord reserves the right to prevent access to the Building by closing the doors, or otherwise, for the safety of tenants and protection of the Building and property in the Building.

 

10.          No tenant shall cause any unnecessary labor by reason of such tenant’s carelessness or indifference in the preservation of good order and cleanliness. Exterior window cleaning shall be done only by Landlord, and at such intervals and such hours as Landlord shall deem appropriate but at least twice in each calendar year.

 

11.          RESERVED.

 

12.          Each tenant shall see that the doors of its premises are closed and securely locked and must observe strict care and caution that all water faucets or water apparatus are entirely shut off before the tenant or its employees leave such premises, and that all utilities shall likewise be carefully shut off, so as to prevent waste or damage, and for any default or carelessness the tenant shall make good all injuries sustained by other tenants or occupants of the Building or

 

D-2


 

Landlord. On multiple-tenancy floors all tenants shall keep the door or doors to the Building corridors closed at all times except for ingress and egress.

 

13.          No tenant shall alter any lock or install a new or additional lock or any bolt on any door of its premises without the prior written consent of Landlord. If Landlord shall give its consent, the tenant shall in each case furnish Landlord with a key for any such lock.

 

14.          Landlord will furnish Tenant without charge two (2) keys to each door lock provided in the Premises by Landlord. Landlord may make a reasonable charge for any additional keys. Tenant shall not have any such keys copied or any keys made, except Tenant shall have the right to copy keys to interior doors. Each tenant, upon the termination of the tenancy, shall deliver to Landlord all the keys of or to the Building, offices, rooms and toilet rooms that shall have been furnished to the Tenant or that the Tenant shall have had made. In the event of the loss of any keys so furnished by Landlord, Tenant shall pay Landlord therefor.

 

15.          The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein, and the expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by the tenant who, or whose employees or invitees, shall have caused it.

 

16.          No tenant shall use or keep in its premises or the Building any kerosene, gasoline or inflammable or combustible fluid or material or use any method of heating or air conditioning other than that supplied by Landlord; provided however that, notwithstanding the foregoing, Tenant shall be permitted to keep the types of fluids and materials described in Section 5.05A of the Lease in the Premises pursuant to the terms of the Lease.

 

17.          No tenant shall use, keep or permit to be used or kept in its premises any foul or noxious gas or substance or permit or suffer such premises to be occupied or used in a manner materially offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors and/or vibrations or interfere in any material way with other tenants or those having business therein, nor shall any pets be brought or kept in or about the premises or the Building..

 

D-3


 

18.          No cooking shall be done or permitted by any tenant on its premises, except that the preparation of coffee, tea, hot chocolate and similar items for tenants and their employees and the use of microwave ovens shall be permitted, nor shall such premises be used for lodging.

 

19.          Except with the prior written consent of Landlord, no tenant shall sell, or permit the sale, at retail of newspapers, magazines, periodicals, theater tickets or any other goods or merchandise in or on any premises, nor shall any tenant carry on, or permit or allow any employee or other person to carry on, the business of stenography, typewriting or any similar business in or from any premises for the service or accommodation of occupants of any other portion of the Building, nor shall the premises of any tenant be used for the storage of merchandise or for manufacturing of any kind, or the business of a public barber shop, beauty parlor, or any business or activity other than that specifically provided for in such tenant’s lease.

 

20.          Landlord will direct electricians as to where and how telephone, telegraph and electrical wires are to be introduced or installed. No boring or cutting for wires will be allowed without the prior written consent of Landlord, which shall not be unreasonably withheld. The location of telephones, call boxes and other office equipment affixed to all premises shall be subject to the written approval of Landlord, which shall not be unreasonably withheld. All electrical appliances must be grounded and must meet UL Label Standards.

 

21.          No tenant shall install any radio or television antenna, loudspeaker or any other device on the exterior walls or roof of the Building.

 

22.          No tenant shall lay linoleum, tile, carpet or any other floor covering so that the same shall be affixed to the floor of its premises in any manner except as approved in writing by Landlord, which approval shall not be unreasonably withheld. The expense of repairing any damage resulting from a violation of this rule or the removal of any floor covering shall be borne by the tenant by whom, or by whose contractors, employees or invitees, the damage shall have been caused.

 

23.          No furniture, freight, equipment, packages or merchandise shall be received in the Building or carried up or down the elevators, except between such hours, through such entrances and in such elevators as shall be designated by Landlord. Landlord reserves the right to require

 

D-4


 

that moves be scheduled and carried out during non-business hours of the Building, except for Tenant’s initial “move-in” which shall be accomplished during regular business hours but in a manner that does not disrupt other tenants in the Building. Landlord shall have the right to prescribe the weight, size and position of all safes and other heavy equipment brought into the Building. Safes or other heavy objects shall, if considered necessary by Landlord, stand on wood strips of such thickness as is necessary to properly distribute the weight thereof. Landlord will not be responsible for loss of or damage to any such safe or property from any cause, and all damage done to the Building by moving or maintaining any such safe or other property shall be repaired at the expense of the tenant.

 

24.          Except in connection with the hanging or installation of artwork, no tenant shall overload the floor of its premises or mark, or drive nails, screw or drill into, the partitions, woodwork or plaster or in any way deface such premises or any part thereof.

 

25.          There shall not be used in any space, or in the public areas of the Building, either by any tenant or others, any hand trucks except those equipped with rubber tires and side guards. No other vehicles of any kind shall be brought by any tenant into or kept in or about any premises in the Building.

 

26.          Each tenant shall store all its trash and garbage within the interior of its premises. No material shall be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in the City of San Francisco without violation of any law or ordinance governing such disposal. All trash, garbage and refuse disposal shall be made only through entryways and elevators provided for such purposes and at such times as Landlord shall designate.

 

27.          Canvassing, soliciting, distribution of handbills and other written materials and peddling in the Building are prohibited and each tenant shall cooperate to prevent the same.

 

28.          The requirements of tenants will be attended to only upon application at the office of the Building. Employees of Landlord shall not perform any work or do anything outside of

 

D-5


 

their regular duties unless under special instructions from Landlord, and no employee will admit any person (tenant or otherwise) to any office without specific instructions from Landlord.

 

29.          Tenant agrees not to employ any person, entity or contractor for any work in the Premises (including moving Tenant’s equipment and furnishings in, out of or around the Premises) whose presence may give rise to a labor or other disturbance in the Building, and, if necessary to prevent such a disturbance in a particular situation, Landlord may require Tenant to employ union labor for the work.

 

30.          Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular tenant or tenants, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other tenant or tenants, nor prevent Landlord from thereafter enforcing any such Rules and Regulations against any or all tenants of the Building.

 

31.          These Rules and Regulations may be changed from time to time, as Landlord may deem appropriate, and are in addition to, and shall not be construed to in any way modify, alter or amend, in whole or in part, the terms, covenants and conditions of the Lease.

 

D-6

 

EXHIBIT E

 

CONSTRUCTION RULES AND REGULATIONS

 

475 Brannan Street – Revised 10/1/03

 

1.              Prior to commencement of any construction, Tenant’s Contractor shall coordinate with Landlord’s representatives to ensure that all employees and subcontractors of Tenant’s Contractor have received instruction regarding Landlord’s requirements for safety, security and fire prevention. All work to be performed shall be coordinated with the managing agent of the Building or its representative. During construction, tenant shall coordinate all construction activities with Landlord’s Building manager so as to minimize the disruption caused by such construction, and so as not to interfere with other construction in the Building or the rights of Landlord, other tenants or occupants.

 

2.              Tenant and Tenant’s Agents shall take all safety measures necessary to protect Landlord, its employees and contractors, other tenants and users of the building and the general public, and the property of each, from injury or damage resulting from the performance of the Tenant’s Improvement Work.

 

3.              Tenant and Tenant’s Contractor acknowledge that certain construction activities (including, without limitation, tackless carpet strips, water shut-off, x-rays, coring, spray painting, jack-hammering, and use of “shot” type mechanical fasteners which create excessive of explosive-type noises) must commence no earlier than 7:00 am on weekdays and be completed by 8:00 am and may not resume until at least 6:30 p.m. on weekdays and be completed by 8:00 pm. At least three business days in advance, the Contractor or Tenant shall make prior arrangement with Landlord’s representatives if any construction work is to be performed between 10:00 am and 8:00 pm or on weekends, and Landlord may charge Tenant or Contractor a reasonable sum, as determined by Landlord, to defray the cost of providing a representative of Landlord or Landlord’s Building manager, and/or additional security personnel, to be present at all times. The Tenant or Contractor should provide Building manager with a complete list of all access to be scheduled for the following week, including location, times, trade, type of work.

 

4.              All construction work and all storage and staging of materials, tools and equipment shall be confined to the Premises, unless Landlord gives written permission to use area outside the Premises. Common and public areas of the Building and the sidewalk and curbs in front of or adjacent to the Building shall not be used or obstructed by Tenant or by Tenant’s Agents without written approval of Landlord. All storage of materials, tools and equipment within the Premises or the Building shall be at Tenant’s risk. Tenant shall immediately relocate at Tenant’s expense, any materials found by Landlord to be stored in an unsafe manner. Landlord shall not be responsible of lost, stolen or damaged materials, tools or equipment stored or staged in the Building.

 

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5.              Workers may use only the restrooms on the floors on which they are working. Restrooms are not to be used for purposes related to Tenant’s construction, including, without limitation, for the cleaning of tools, or any other purposes other than the use for which they are intended. Workers must keep areas neat and clean and avoid any disruption to the tenants of the floor. Tenant will be charged if extraordinary cleanup of bathrooms is required.

 

6.              All deliveries shall be scheduled in advance with the Building management office so that materials are stocked in Tenant’s premises prior to 7:45 am. No deliveries shall be made through the main entry lobby of the Building, or to the sidewalk in front of or adjacent to the Building during business hours. No hand trucks shall be used in any portion of the Building, including common areas, except those equipped with rubber tires and side guards. Protective floor covering and doorframe pads must be installed in common areas, which shall be removed at completion of delivery each day.

 

7.              Landlord will not provide off-street parking for Tenant’s Agents’ vehicles. Loading zones are for loading and unloading purposes only, and no parking in loading zones is permitted. Vehicles parked illegally will be subject to towing at the expense of Tenant or the vehicle owner.

 

8.              Tenant and Tenant’s Contractor shall be responsible for ensuring that all doors, gates and windows are closed and locked at all times when not in immediate use.

 

9.              Tenant’s Agents are not permitted to transport tools or materials in wheelbarrows or wheeled vehicles in the interior common or public areas of the Building at any time, or in the exterior common or public areas of the Building during normal business hours.

 

10.       All work which affects the building life safety system, including, but not limited to, soldering, carpet seaming equipment, smoke detectors, etc., will need to be coordinated with the building management office in order to avoid false fire alarms. This work to be arranged by General Contractor’s job supervisor or foreman. All zones under construction will have one smoke detector, flow and tamper active. The remaining units are to be temporarily deprogrammed from fire alarm system until all work that may cause accidental activation has been completed. Should the alarm be triggered by construction and the Fire Department summoned to the property, the fine the property will be levied will be passed on to the contractor and/or worker responsible.

 

11.       All construction shall be performed so as to prevent dust from filtering through to other parts of the building. All painting shall be shielded and other parts of the Building shall be protected from all fumes and sprays. General Contractor to provide walk-off mats and/or dust barrier to prevent dust from traveling into common area. All temporary partitions and dust-proof barriers shall remain intact at all times. Should any panel be removed, torn or otherwise displaced or damaged, it will be reattached or repaired and Tenant will be back charged at a reasonable labor and material charge.

 

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12.       All sprinkler or life safety shutdowns require 48-hour advance notice to the Building Office and coordinated with the Chief Engineer. All systems are to be returned to functional order by 3:30 pm.

 

13.       Hazardous and/or flammable materials brought onto the premises or into the building in connection with Tenant’s construction shall be used and stored in containers which conform to all applicable laws and regulations, and shall be used in a manner which prevents their accidental release. Upon bringing Hazardous Materials into the Building, Tenant or Tenant’s Contractor shall immediately provide Landlord’s Building manager with a copy of the Material Safety Data Sheets (MSDS) for such Hazardous Material. In addition, a new MSDS shall be provided whenever MSDS information is revised. Hazardous Materials, including empty containers and hazardous wastes, shall not be discarded in the premises or the building, but shall be removed immediately and disposed of in a proper, lawful manner. Tenant’s Contractor shall comply with all federal and state OSHA Safety Regulations.

 

14.       Tenant and Tenant’s Contractor shall maintain the Premises and related building facilities, surfaces and glass in a clean, orderly condition during the progress of construction, and shall clean up debris and remove trash daily, to the satisfaction of Landlord. Tenant shall make arrangements to remove dirt and debris from work after the end of each workday. No individual trash or storage containers will be allowed in the common or public areas of the Building. Any containers provided by Landlord to Tenant for construction debris shall be at Tenant’s expense. Where Landlord does not provided containers for removal of debris, Tenant or Tenant’s Contractor shall arrange for trash removal service by a debris or scavenger service only after approval by Landlord is granted. Any dirt, debris, construction materials or equipment remaining in the common or public areas of the Building, or in service corridors or adjoining unoccupied spaces, after commencement of normal business hours, will be removed by Landlord, and Tenant will be back charged at a reasonable rate for labor and material charges.

 

15.       Electrical power shall be provided at Tenant’s expense at a suitable existing electrical outlet or other source reasonably near the boundary of the Premises. Tenant shall be responsible for installing a temporary electrical panel and arranging for commencement of electrical, water and other utility services in Tenant’s name as early in the construction process as is possible. Temporary or portable wiring beyond the outlet or other source shall be furnished and installed by and at the expense of Tenant and shall comply with all applicable laws and codes. All temporary electrical connections must be approved in advance by Landlord’s representatives prior to installation. Tenant and Tenant’s Agents shall use their respective best efforts to use the minimal amount of water necessary for work and cleanup of the Premises.

 

16.       Construction workers are not permitted to eat, drink, or play radios in the common or public areas of the Building, except to eat within the premises under construction prior to installation of carpet. In accordance with the San Francisco City and County Ordinance No. 359-93, smoking is prohibited in all areas of the Building at all times.

 

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17.       Tenant shall not attach or cause to be attached to any wall or structural member of the Building any equipment that may, by virtue of its size or weight, cause structural damage. Tenant shall not exceed the load as set forth in the plans and specifications for the floor of the Building and shall not do anything that might in any way alter or affect the structural strength of the Building. Building Management reserves the right to have Contractors uses the building structural engineer to review any work that may affect or alter the structural strength of the building.

 

18.       All HVAC equipment and controls shall be building standard as approved by the Building Management. Upon completion of construction, Contractor shall re-balance the HVAC system and submit a balancing report to the Chief Engineer.

 

19.  Contractor shall furnish a typed electrical panel schedule to the Chief Engineer.

 

20.       All fluorescent light fixtures, doors, frames, hardware, and life safety equipment shall be building standard. All emergency light fixtures will be designated by an orange dot on the fixture.

 

21.       If appropriate, as determined by Landlord or as required by any Applicable Laws, a smoke and/or heat detector shall be installed in Tenant’s space, at Tenant’s expense, during the time any construction work is being performed in the Premises. The smoke and/or heat detector shall be connected by Landlord’s specified contractor to the central system at Tenant’s expense, if such control system is available.

 

22.       All contractors working on-site must provide a current Certificate of Insurance evidencing coverage as per the attached Contractor Insurance form. We will require the certificates to be submitted to the Building manager prior to commencement of work as a single package delivered by Contractor or Tenant.

 

23.       Contractor shall not prop open, tape or detach door closer arms on required fire doors or base building facilities. Doors to equipment and electrical rooms shall not be left open when Contractor is not present.

 

24.       Contractor shall notify the Building Office at least 48 hours in advance of completion of construction. A walk-through and punchlist will be made of each job, the associated costs of which shall be borne by the Contractor.

 

25.       All workers must be Union.

 

26.       Upon completion of construction, two sets of as-built prints, one set of as-built sepias and one set of prints on autocad disk shall be forwarded to the Building Office.

 

27.       Except to the extent provided in the Lease to the contrary, expenses incurred by Landlord in respect of the work performed by or on behalf of Tenant shall be paid by Tenant immediately upon receipt of an invoice from Landlord and shall be delinquent if not paid within ten (10) days. Late charges, interest and collection expenses on delinquent

 

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payments shall be charged to Tenant in the manner set forth in the Lease for delinquent payment of rents.

 

28.       All doors to construction areas are to be closed at all times to keep tenants from entering the space. Contractors, as well, are restricted from entering any tenant space unless previously arranged with the Management Office.

 

29.       All contractors are to enter the building through the loading dock and can reach floors by using the freight elevator or stairwell #2.

 

30.       Keys for shared telephone/electrical rooms can be checked out at the Security Guard’s desk in the 1st floor lobby. If keys are lost, the last contractor to have signed them out will be responsible for the costs associated with rekeying the rooms.

 

31.       All contractors to wear clothing which identifies his or her company. This will help to insure that everyone in the building belongs in the building. The contractor badges must also be worn at all times while on the premises.

 

32.       General Contractor is to supply one (1) copy of all approved equipment submittal to building management.

 

33.       All contractors and related personnel are to use the freight elevator only. No access is permitted for any reason on any of the passenger elevators.

 

34.       After one written notice, a Global Penalty will apply for any corrective action taken by the Landlord with regards to number one (1) through thirty three (33) above. This will include the cost of the corrective actions if so applicable plus a penalty of $100 per incident.

 

 

ACKNOWLEDGEMENTS

 

Any contractor who violates these Building Rules will be ejected from the Building and may be denied future access.

 

I

, representative of

 

have

(Print Name)

 

(Print Company Name)

 

 

 

 

 

read and understand the rules stated above.

 

 

 

 

 

 

 

(Signature)

 

(Date)

 

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EXHIBIT F

 

LIST OF EXISTING FURNITURE

 

40 File Cabinets

 

43 Rolling Tables with Shelf

 

39 Rolling Rectangular Tables

 

9 Semi Round Tables

 

F-1

 

FIRST AMENDMENT TO LEASE

(EXPANSION AND EXTENSION)

 

This First Amendment to Lease (the “First Amendment”) is entered into as of November 29, 2006 (the “Effective Date”), by and between PRU/SKS BRANNAN ASSOCIATES, LLC, a Delaware limited liability company (“Landlord”), and CALIFORNIA PACIFIC MEDICAL CENTER, a California nonprofit public benefit corporation (“Tenant”), with respect to the following facts and circumstances:

 

A.             Landlord, as successor in interest to SKS Brannan Associates, LLC, and Tenant are parties to that certain Lease dated February 13, 2004 (the “Original Lease”), of certain premises containing approximately 42,647 rentable square feet and commonly referred to as Suites 120, 130 and 220 (the “Existing Premises”) within the building commonly known as 475 Brannan Street, San Francisco, California, and more particularly described in the Original Lease. Capitalized terms used and not otherwise defined herein shall have the meanings given those terms in the Original Lease.

 

B.             Landlord and Tenant desire to amend the Original Lease to add additional space on the terms and conditions provided herein.

 

IT IS THEREFORE, agreed as follows:

 

1.              As used in this First Amendment, the following terms have the following meanings:

 

“Expansion Improvements” means the Tenant Improvements constructed in the Expansion Space.

 

“Expansion Space” means a portion of the Building, containing approximately 19,184 rentable square feet of area based upon measurements made in accordance with BOMA Standard (ANSI Z65.1, 1996) for commercial office space, and more particularly shown on Exhibit “A-1” attached hereto.

 

“Expansion Space Commencement Date” shall mean that date that is the earlier of March 1, 2007 and Tenant’s occupancy of the Expansion Space.

 

“Expansion Space Delivery Date” shall mean that date on which Landlord delivers the Expansion Space to Tenant following completion of Landlord’s Expansion Work, which shall be no later than February 28, 2007; provided that the foregoing date of February 28, 2007, shall be extended by one (1) day for each day after November 29, 2006, until Tenant delivers to Landlord a fully executed original of this First Amendment.

 

“New Expiration Date” shall have the meaning set forth in Paragraph 8 of this First Amendment.

 

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2.              Effective on the Expansion Space Commencement Date, the Premises shall be expanded to include the Expansion Space. Accordingly, effective on the Expansion Space Commencement Date, the following terms of the Original Lease are amended as follows:

 

2.1        The Expansion Space is added to the Premises such that the Premises shall be comprised of the Existing Premises and the Expansion Space, and Exhibit “A-1” attached hereto is hereby added to Exhibit “A” to the Original Lease.

 

2.2        Tenant’s Percentage Share is increased to 25.3%.

 

2.3        Section 1.07A of the Original Lease is deleted in its entirety and the following is inserted in place thereof:

 

EXISTING PREMISES (SUITES 120 and 130):

 

 

 

Monthly

 

Annually (Per

 

Annual

 

Period

 

Base Rent

 

Square Foot)

 

Base Rent

 

 

 

 

 

 

 

 

 

December 1, 2004 to November 30, 2005

 

$

62,319.67

 

$

26.50

 

$

747,830.00

 

 

 

 

 

 

 

 

 

December 1, 2005 to November 30, 2006

 

$

64,670.83

 

$

27.50

 

$

776,050.00

 

 

 

 

 

 

 

 

 

December 1, 2006 to November 30, 2009

 

$

70,550.00

 

$

30.00

 

$

846,600.00

 

 

 

 

 

 

 

 

 

December 1, 2009 to February 29, 2012

 

$

79,956.67

 

$

34.00

 

$

959,480.00

 

 

 

 

 

 

 

 

 

March 1, 2012 to New Expiration Date EST 2/28/17

 

$

91,715.00

 

$

39.00

 

$

1,100,580.00

 

 

 

 

 

 

 

 

 

Option Term

 

As determined pursuant to Section 3.03

 

 

EXISTING PREMISES (SUITE 220):

 

 

 

Monthly

 

Annually (Per

 

Annual

 

Period

 

Base Rent

 

Square Foot)

 

Base Rent

 

 

 

 

 

 

 

 

 

December 1, 2004 to November 30, 2009

 

$

18,033.75

 

$

15.00

 

$

216,405.00

 

 

 

 

 

 

 

 

 

December 1, 2009 to February 29, 2012

 

$

27,651.75

 

$

23.00

 

$

331,821.00

 

 

 

 

 

 

 

 

 

March 1, 2012 to New Expiration Date EST 2/28/17

 

$

32,460.75

 

$

27.00

 

$

389,529.00

 

 

 

 

 

 

 

 

 

Option Term

 

As determined pursuant to Section 3.03

 

 

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EXPANSION SPACE (SUITE 230):

 

 

 

Monthly

 

Annually (Per

 

Annual

 

Period

 

Base Rent

 

Square Foot)

 

Base Rent

 

 

 

 

 

 

 

 

 

Expansion Space Commencement

 

$

36,769.33

 

$

23.00

 

$

441,232.00

 

3/1/2007 Date to February 29, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 1,2012 to

 

$

43,164.00

 

$

27.00

 

$

517,968.00

 

New Expiration Date EST 2/28/17

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Option Term

 

As determined pursuant to Section 3.03

 

 

2.4      The Term with respect to the Expansion Space shall be coterminous with the Existing Premises. In the event that Tenant exercises its extension options or a termination right under the Original Lease, such extension or termination shall apply to the entire Premises (namely the Existing Premises demised under the Original Lease and the Expansion Space demised pursuant to this First Amendment).

 

2.5      Section 1.08 of the Original Lease is amended by adding the following to the end thereof: “The Expansion Space shall be used for general administrative office functions, research and educational functions.”

 

3.             The construction of the Expansion Improvements and the renovation of the improvements in the Existing Premises shall be governed by the terms of Exhibit “B” of the Original Lease (the “Work Letter”), with the following modifications: (a) the total Construction Allowance with respect to the Expansion Space shall be $479,600.00 in lieu of the amount set forth in the Work Letter, (b) the total Construction Allowance with respect to the Existing Premises shall be $639,705.00 in lieu of the amount set forth in the Work Letter, (c) the term Lease shall mean the Original Lease as amended by this First Amendment, (d) Tenant is accepting the Expansion Space in its “as is” condition and there is no Landlord’s Work, except for Landlord’s Expansion Work, as defined below, (e) the term Landlord’s Work shall mean Landlord’s Expansion Work, as defined below, (f) Tenant’s representatives pursuant to Section 8 of the Work Letter shall be Lynn Day, (g) Landlord’s representative pursuant to Section 8 of the Work Letter shall be Pam Izzo, and (h) Landlord shall have no obligation to disburse any unused portion of the Construction Allowance with respect to the Expansion Space or the Existing Premises under this Section 3 after the second anniversary of the Expansion Space Commencement Date; provided, however, that the foregoing shall not apply to any requests for disbursements of any portion of the Construction Allowance submitted by Tenant prior to such second anniversary date and for which Landlord has not disbursed the portion of the Construction Allowance so requested by such date. Notwithstanding the allocation of the allowance to Expansion Improvements set forth in clause (a) above and to the renovation of the Existing Premises set forth in clause (b) above, the total amount of the two allowances may be expended for work and improvements in either the Expansion Space or the Existing Premises provided that Tenant otherwise complies with

 

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all other terms and conditions of this First Amendment and the Work Letter with respect to such work and improvements.

 

4.             Section 3.02 of the Original Lease shall not apply to the delivery of the Expansion Space; provided, however, during the period from the Effective Date of this First Amendment to the Expansion Space Commencement Date, all obligations and rights of the parties hereunder shall be in effect, except that Tenant’s obligation to pay Base Rent attributable to the Expansion Space, Tenant’s Percentage of Operating Expenses attributable to the Expansion Space and all other charges attributable to the Expansion Space shall not commence until the Expansion Space Commencement Date.

 

5.             Clause (4) of the defined term “Operating Expenses” on page 15 of the Original Lease is amended in its entirety to read as follows: “(4) premiums and other charges incurred by Landlord with respect to fire, earthquake, other casualty, boiler and machinery, theft, rent interruption, liability insurance, any other insurance as is deemed necessary or advisable in the reasonable judgment of Landlord, or any insurance required by the holder of a first mortgage lien on the Real Property, all in such amounts as Landlord determines to be appropriate and the actual costs incurred in repairing an insured casualty to the extent of the deductible amount (not in excess of $25,000.00 per casualty event during the period from December 1, 2004 through November 30, 2009, not in excess of $30,000.00 per casualty event during the period from December 1, 2009 through November 30, 2014, not in excess of $35,000.00 per casualty event during the period from December 1, 2014 through the New Expiration Date, and not in excess of $35,000.00 per casualty event during the Option Terms, if the lease term is extended) under the applicable insurance policy;”.

 

6.             Section 11.26 of the Original Lease is deleted and of no further force or effect.

 

7.             Landlord shall, at Landlord’s sole cost and expense, be responsible for performing the following work in and to the Building and the Expansion Space:

 

(a)              Construction of the demising wall necessary to separate and secure the Expansion Space from the balance of the space on the second floor not leased to Tenant. The demising wall shall be a full-height demising wall running the entire length of the Expansion Space as depicted on “Exhibit A-1” attached hereto. The materials and finish of the demising wall shall be unpainted masonry or unpainted and taped drywall.

 

(b)              Separation of electrical system and installation of a sub-meter for the Expansion Space as reasonably determined by Landlord.

 

(c)              Construction of all code compliance work required to the common areas providing access to the Expansion Space.

 

(d)              Finishing of the common area side of the demising wall and flooring within the common areas providing access to the Expansions Space, with materials and finishes consistent with Building standards.

 

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(The foregoing improvements by Landlord are referred to herein collectively as “Landlord’s Expansion Work.”) Other than Landlord’s Expansion work and except as expressly provided in Sections 8, 9 and 10 of this First Amendment, Tenant shall accept the Expansion Space in its “AS IS” condition. Tenant agrees that, except for Landlord’s Expansion Work and except as expressly provided in Sections 8, 9 and 10 of this First Amendment, Landlord has no obligation and has made no promise to alter, remodel, improve, or repair the Expansion Space, or any part thereof, or to repair, bring into compliance with applicable laws, or improve any condition existing in the Expansion Space as of the Expansion Space Commencement Date. The taking of possession of the Expansion Space by Tenant shall be conclusive evidence that the Expansion Space and the Building were in good and satisfactory condition at the time possession was taken by Tenant. Except as expressly provided in Sections 8, 9 and 10 of this First Amendment, neither Landlord nor Landlord’s agents have made any representations or promises with respect to the condition of the Building, the Expansion Space, the land upon which the Building is constructed, the present or future suitability or fitness of the Expansion Space or the Building for the conduct of Tenant’s particular business, or any other matter or thing affecting or related to the Building or the Expansion Space, and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in this Original Lease. Landlord makes no representation or warranty as to the use of the Expansion Space for laboratory purposes. Any improvements or personal property located in the Expansion Space are delivered without any representation or warranty from Landlord, either express or implied, of any kind, including without limitation, title, merchantability, or suitability for a particular purpose. Tenant shall deliver to Landlord any modifications to Tenant’s insurance required under the Original Lease to reflect the addition of the Expansion Space and Tenant’s entry into the Expansion Space prior to the delivery of possession to Tenant.

 

8.             If any portion of the Expansion Space is in violation of Environmental Laws as of the Expansion Space Delivery Date, Landlord shall perform such remediation work or cause other potentially responsible parties to remediate as and to the extent then required by Environmental Laws. Notwithstanding the foregoing, Landlord shall have the right to contest any alleged violation in good faith, including without limitation the right to apply for and obtain a waiver or deferment of compliance, the right to assert any and all defenses allowed by Environmental Laws, and the right to appeal any decisions, judgments or rulings as may be permitted by Environmental Laws.

 

9.             Landlord represents and warrants that the Expansion Space (including the Expansion Work) will be completed in good and workmanlike manner, in full compliance with all applicable laws, rules, orders, ordinances, directions, regulations and requirements of all governmental agencies, offices, departments, bureaus and boards having jurisdiction to the extent any of the foregoing were in effect on the date of this First Amendment and applicable to the Expansion Space and the Expansion Work (collectively, the “Requirements”); provided that Landlord makes no representation or warranty as to the compliance of any of the foregoing with any Requirements to the extent that the obligation to comply with a Requirement may be triggered in the Expansion Space or any other portion of the Building by reason of any improvements undertaken by Tenant in the Expansion Space or elsewhere in the Premises. If it is determined that the foregoing representation was untrue as of the Expansion Space Delivery Date, Landlord shall not be liable to Tenant for any damages, but Landlord at

 

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no cost to Tenant shall as its sole obligation and Tenant’s sole remedy, rectify the same. Notwithstanding the foregoing, Landlord shall have the right to contest any alleged violation in good faith, including without limitation the right to apply for and obtain a waiver or deferment of compliance, the right to assert any and all defenses allowed by applicable law and the right to appeal any decisions, judgments or rulings to the fullest extent permitted by applicable law. If Tenant does not given Landlord notice of non-compliance with such warranty within one hundred twenty (120) days after the Expansion Space Delivery Date, Landlord shall have no obligation with respect to that warranty.

 

10.          Landlord represents and warrants that, to its actual knowledge, upon the Expansion Space Delivery Date the Building systems, including without limitation plumbing and electrical lines and equipment, heating, ventilation and air conditioning systems (excluding any systems associated with any supplemental cooling for server rooms or other non-building standard cooling or ventilation system), boilers and elevators (collectively, the “Covered Items”) will be in good mechanical and operating condition. If it is determined that the foregoing representation was untrue as of the Expansion Space Delivery Date, Landlord shall not be liable to Tenant for any damages, but Landlord at no cost to Tenant shall as its sole obligation and Tenant’s sole remedy, perform such work, cause the Covered Items to be in good mechanical and operating condition. If Tenant does not given Landlord the notice of non-compliance with such warranty within one hundred twenty (120) days after the Expansion Space Delivery Date, Landlord shall have no obligation with respect to that warranty.

 

11.          The Original Lease expiration date is hereby changed to the date (the “New Expiration Date”) that is the day prior to the date that is ten (10) years after the Expansion Space Commencement Date. All references in the Original Lease to the expiration date or the expiration of the Lease shall be deemed references to the New Expiration Date. The period from the Expansion Space Commencement Date to the New Expiration Date is referred to herein as the “Extension Term.” All references in the Original Lease to the Initial Term shall include the Extension Term. The Options to extend the term of the Lease shall remain unmodified notwithstanding the extension of the Initial Term pursuant to this Paragraph 8. For the sake of clarity, Tenant shall have the right to extend the term as provided in Section 3.03 with the first Option Term, if exercised, commencing from the New Expiration Date.

 

12.          Landlord hereby leases to Tenant, and Tenant hereby hires from Landlord, the personal property listed on Exhibit F-1 hereto, which together with the Existing Furniture shall be defined collectively as the “Included Personal Property.” All references in the Original Lease to the Existing Furniture shall be deleted and replaced with the term Included Personal Property.

 

13.          The following new Articles 12 and 13 are hereby added to the Original Lease:

 

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ARTICLE 12.

TENANT’S RIGHT OF FIRST NOTIFICATION

 

12.1        Landlord shall give Tenant a written notice (the “Availability Notice”) from time to time when Landlord first determines that Other Space (as defined below) will become Available (as defined below). As used herein, “Other Space” means all leasable space in the Building other than the Premises. As used herein, “Available” means that the space (i) is not part of the Premises, (ii) is not then subject to a lease, (iii) is not then subject to any rights of tenant to renew their lease or expand their premises as set forth in their lease and, (iv) was not subject to any negotiations between Landlord and a prospective tenant or an existing tenant prior to the Effective Date of this First Amendment.

 

12.2        Landlord is only obligated to give an Availability Notice once as to any specific Other Space; provided that if Landlord leases any Other Space after Tenant has received an Availability Notice and that space again becomes Available after the expiration of that lease, then Landlord shall again give Tenant an Availability Notice with respect to that Other Space after that space again becomes Available.

 

12.3        Tenant’s rights and Landlord’s obligations under this Article 12 are expressly subject to and conditioned upon there not existing an Event of Default by Tenant under this Lease at the time of delivery of an Availability Notice.

 

12.4        It is understood and agreed that Tenant’s rights under this Article 12 are personal to Tenant and its Permitted Transferees and not transferable except in connection with an assignment or sublease to a Permitted Transferee. In the event of any assignment or subletting of the entire Premises (other than to a Permitted Transferee), this right of first notification shall automatically terminate and shall thereafter be null and void.

 

ARTICLE 13.

TELECOMMUNICATIONS LINES AND EQUIPMENT

 

13.1        Location of Tenant’s Equipment and Landlord Consent:

 

13.1.1     Tenant may install, maintain, replace, remove and use communications or computer wires, cables and related devices (collectively, the “Lines”) at the Building in or serving the Premises only with Landlord’s prior written consent, which consent may not be unreasonably withheld. Tenant shall locate all electronic telecommunications equipment within the Premises and shall coordinate the location of all Lines with Landlord. Any request for consent shall contain such information as Landlord may request.

 

13.1.2     Landlord’s approval of, or requirements concerning, the Lines or any equipment related thereto, the plans, specifications or designs related thereto, the contractor or subcontractor, or the work performed hereunder, shall not be deemed a warranty as to the adequacy or appropriateness thereof, and Landlord hereby disclaims any responsibility or liability for the same.

 

7


 

13.1.3     If Landlord consents to Tenant’s proposal, Tenant shall pay all of Tenant’s and Landlord’s third party costs in connection therewith (including without limitation all costs related to new Lines) and shall use, maintain and operate the Lines and related equipment in accordance with and subject to all laws governing the Lines and equipment and at Tenant’s sole risk and expense. Tenant shall comply with all of the requirements of this Lease concerning alterations in connection with installing the Lines. As soon as the work is completed, Tenant shall submit as-built drawings to Landlord.

 

13.1.4     Landlord reserves the right to require that Tenant remove any Lines located in or serving the Premises which are installed by Tenant or at Tenant’s request in violation of these provisions, or which are at any time in violation of any laws or present a dangerous or potentially dangerous condition (whether such Lines were installed by Tenant or any other party), within ten (10) days after written notice.

 

13.2        Reallocation of Line Space. Landlord may (but shall not have the obligation to) (a) install and relocate Lines at the Building; and (b) monitor and control the installation, maintenance, replacement and removal of, the allocation and periodic reallocation of available space (if any) for, and the allocation of excess capacity (if any) on, any Lines now or hereafter installed at the Building by Landlord, Tenant or any other party.

 

13.3        Line Problems: Except to the extent arising from the gross negligence or willful misconduct of Landlord or Landlord’s contractors, agents or employees, Landlord shall have no liability for damages arising from, and Landlord does not warrant that the Tenant’s use of any Lines will be free from the following (collectively called “Line Problems”): (a) any shortages, failures, variations, interruptions, disconnections, loss or damage caused by the installation, maintenance, or replacement, use or removal of Lines by or for other tenants or occupants in the Building, by any failure of the environmental conditions or the power supply for the Building to conform to any requirement of the Lines or any associated equipment, or any other problems associated with any Lines by any other cause; (b) any failure of any Lines to satisfy Tenant’s requirements; or (c) any eavesdropping or wiretapping by unauthorized parties. Landlord in no event shall be liable for damages by reason of loss of profits, business interruption or other consequential damage arising from any Line Problems.

 

13.4        Electromagnetic Fields: If Tenant at any time uses any equipment that may create an electromagnetic field and/or radio frequency exceeding the normal insulation ratings of ordinary twisted pair riser cable or cause radiation higher than normal background radiation, Landlord reserves the right to require Tenant to appropriately insulate that equipment and the Lines therefor (including without limitation riser cables), and take such other remedial action at Tenant’s sole cost and expense as Lender may require in its sole discretion to prevent such excessive electromagnetic fields, radio frequency or radiation.

 

13.5        Removal of Electrical and Telecommunications Wires.

 

13.5.1     At least thirty (30) days prior to the expiration or within thirty (30) days after the sooner termination of the Lease, as applicable, Landlord shall notify Tenant if Landlord elects to:

 

8


 

(a)           Retain any or all Lines installed by Tenant in the risers of the Building; or

 

(b)           Require Tenant to remove any or all such Lines installed by Tenant and restore the Premises and risers to their condition existing prior to the installation of the Lines (“Wire Restoration Work”). Landlord shall perform such Wire Restoration Work at Tenant’s sole cost and expense.

 

13.5.2     If Landlord elects to have the Lines removed and Tenant fails to do so on or before the expiration of the Lease, Landlord shall have the right within one hundred twenty (120) days after the expiration of the Lease to perform the Wire Restoration Work at Tenant’s sole cost and expense. If Landlord fails to deliver invoices and supporting documentation of its performance of the Wire Restoration Work within such one hundred twenty (120) day period, Landlord shall have waived its right to obtain reimbursement of the cost therefor.

 

13.5.3     In the event Landlord elects to retain the Lines, Tenant covenants that Tenant shall have good right to surrender such Lines, free of all liens and encumbrances, and that all Lines shall be left in their then existing condition, reasonable wear and tear excepted, properly labeled at each end and in each telecommunications/electrical closet and junction box, and in safe condition.

 

13.6        Applicable to Expansion Space Only. The provisions of this Article 13 are applicable only to the Expansion Space (as that term is defined in the First Amendment to this Lease pursuant to which this Article 13 is added to the Lease).

 

14.          Pursuant to the Original Lease, Tenant has the right to 42 parking spaces (the “Current Spaces”). Effective upon the Expansion Space Commencement Date, Tenant shall have the right to an additional 19 parking spaces (the “Additional Spaces”) in the Building’s subterranean garage. Accordingly, effective on the Expansion Space Commencement Date, Section 1.09 of the Original Lease is amended to delete “42 parking spaces” and to insert in place thereof “61 parking spaces.” The rental rates for the Current Spaces shall be $200.00 per month through November 30, 2009. The rental rate for the Additional Spaces shall be the then-current rate charged to other tenants in the Building from time to time. Commencing on December 1, 2009, the monthly rental rate for the Current Spaces shall also be the then-current rate charged to other tenants in the Building from time to time and shall not be subject to any maximum amount. Accordingly, the not-to-exceed rental rates for the Current Spaces as specified in Section 2.03 of the Original Lease for the Initial Term and the Option Term are of no further force or effect.

 

15.          Except as otherwise provided herein, all of the terms and conditions of the Original Lease shall continue to apply during the Extension Term and during the Option Term, to the extent any Options are exercised; provided, however, that there shall be no rent credit, and that there shall be no improvement allowance, Landlord construction obligations or other initial concessions with respect to the Extension Term, except as provided in Paragraphs 3 and 4 of this Agreement.

 

9


 

16.          Landlord hereby represents and warrants to Tenant that it has dealt with no broker, finder or similar person in connection with this First Amendment, and Tenant hereby represents and warrants to Landlord that it has dealt with no broker, finder or similar person in connection with this First Amendment, other than Collier’s International (“Landlord’s Broker”) and CB Richard Ellis, Inc. and USI Real Estate Brokerage Services, Inc. (collectively, “Tenant’s Broker”). Landlord and Tenant shall each defend, indemnify and hold the other harmless with respect to all claims, causes of action, liabilities, losses, costs and expenses (including without limitation attorneys’ fees) arising from a breach of the foregoing representation and warranty. The commission with respect to this First Amendment shall be paid to Landlord’s Broker by Landlord pursuant to a separate agreement. Landlord’s Broker will pay Tenant’s Broker a commission pursuant to a separate agreement. Nothing in this First Amendment shall impose any obligation on Landlord to pay a commission or fee to any party other than Landlord’s Broker.

 

17.          Time is of the essence of this Agreement and the provisions contained herein.

 

18.          As additional consideration for this First Amendment, Tenant hereby certifies that:

 

(a)           The Original Lease (as amended hereby) is in full force and effect.

 

(b)           Tenant is in possession of the Existing Premises.

 

(c)           Base Rent for the Existing Premises has been paid through November 30, 2006.

 

(d)           To Tenant’s knowledge, there are no uncured defaults on the part of Landlord or Tenant under the Original Lease.

 

(e)           All of Landlord’s obligations with respect to performance of Landlord’s Work concerning the Existing Premises and payment of Construction Allowance with respect to Tenant’s Work concerning the Existing Premises have been satisfied, except those provided for in Paragraph 3 of this First Amendment.

 

(f)            To Tenant’s knowledge, there are no existing offsets or defenses which Tenant has against the enforcement of the Original Lease (as amended hereby) by Landlord.

 

(g)           All of the representations and warranties of Tenant in the Original Lease are hereby remade.

 

(h)           Tenant has full right and authority to execute and deliver this First Amendment and each person signing on behalf of Tenant is authorized to do so and no consent of any party is required on behalf of Tenant for this First Amendment to be in full force and effect.

 

10


 

19.          As additional consideration for this First Amendment, Landlord hereby certifies that:

 

(a)              The Original Lease (as amended hereby) is in full force and effect.

 

(b)              To Landlord’s knowledge, there are no uncured defaults on the part of Landlord or Tenant under the Original Lease.

 

(c)              All of Tenant’s obligations with respect to performance of Tenant’s Work concerning the Existing Premises have been satisfied, except those provided for in Paragraph 3 of this First Amendment.

 

(d)              Landlord is the successor in interest to SKS Brannan Associates, LLC and has full right and authority to execute and deliver this First Amendment and each person signing on behalf of Landlord is authorized to do so and no consent of any party is required on behalf of Landlord for this First Amendment to be in full force and effect.

 

(e)              As of the date of this First Amendment, the Building is not encumbered by a mortgage or deed of trust.

 

20.          Except as specifically provided herein, the terms and conditions of the Original Lease as amended hereby are confirmed and continue in full force and effect. This First Amendment shall be binding on the heirs, administrators, successors and assigns (as the case may be) of the parties hereto. This First Amendment and the attached exhibits, which are hereby incorporated into and made a part of this First Amendment, set forth the entire First Amendment between the parties with respect to the matters set forth herein. There have been no additional oral or written representations or agreements. Under no circumstances shall Tenant be entitled to any free Rent as an inducement, improvement allowance, leasehold improvements, or other work to the Premises, or any similar economic incentives that may have been provided to Tenant in connection with entering into the Original Lease, unless specifically set forth in this Agreement. Tenant agrees that neither Tenant nor its agents or any other parties acting on behalf of Tenant shall disclose any matters set forth in this Agreement or disseminate or distribute any information concerning the terms, details or conditions hereof to any person, firm or entity without obtaining the express written consent of Landlord. In the case of any inconsistency between the provisions of the Original Lease and this First Amendment, the provisions of this First Amendment shall govern and control. Submission of this First Amendment by Landlord is not an offer to enter into this First Amendment but rather is a solicitation for such an offer by Tenant. Landlord shall not be bound by this First Amendment until Landlord has executed and delivered the same to Tenant.

 

21.          Effective as of the Effective Date hereof, all references to the “Lease” shall refer to the Original Lease, as amended by this First Amendment.

 

11


 

22.          To satisfy compliance with the Employee Retirement Income Security Act of 1974, as amended, Tenant represents and warrants to Landlord and The Prudential Insurance Company of America, a New Jersey corporation (“Prudential”), that:

 

(a)           Tenant is not an “employee benefit plan” (as that term is defined in Section 3(3) of ERISA); and

 

(b)           Tenant is not acquiring the Property as a plan asset subject to ERISA but for Tenant’s own investment account; and

 

(c)           Tenant is not an “affiliate” of Prudential as defined in Section IV(b) or PTE 90-1;

 

(d)           Tenant is not a “party in interest” (as that term is defined in Section 3(14) of ERISA) to the Virginia Retirement System; and

 

(e)           Tenant agrees to keep the identity of the Virginia Retirement System confidential, except to the extent that Tenant may be required to disclose such information as a result of (i) legal process, or (ii) compliance with ERISA or other Laws governing Tenant’s operations.

 

23.          The following new Article 14 is hereby added to the Lease:

 

ARTICLE 14.

TENANT’S ROOFTOP RIGHTS

 

14.1        Right to Install and Maintain Rooftop Equipment. During the Lease Term and subject to the terms of this Article 14, Tenant may install on the roof of the Building telecommunications antennae, microwave dishes or other communication equipment, as necessary for the operation of Tenant’s business within the Premises, including any cabling or wiring necessary to connect this rooftop equipment to the Premises (collectively, the “Rooftop Equipment”). If Tenant wishes to install any Rooftop Equipment, Tenant shall first notify Landlord in writing, which notice shall fully describe the Rooftop Equipment, including, without limitation, its purpose, weight, size and desired location on the roof of the Building and its intended method of connection to the Premises. All of Tenant’s Rooftop Equipment must be located within the area shown as “Available Space for Dish” on the Roof Floor Plan attached hereto as Exhibit RF. Landlord hereby consents to the installation of Rooftop Equipment consisting of one (1) antennae and/or satellite dishes (the “Initial Rooftop Equipment”). If Landlord determines that the Building can structurally accommodate the Rooftop Equipment in addition to the Initial Rooftop Equipment and that the installation, operation and maintenance of the Rooftop Equipment in addition to the Initial Rooftop Equipment will not interfere with other equipment or business operations then installed and operating at the Building (subject to the terms of Section 14.4 below) or any helipad use or emergency access on the roof, Tenant may, at its sole cost and expense, install the Rooftop Equipment in addition to the Initial Rooftop Equipment subject to the terms hereof. Landlord also reserves the right to restrict the number and size of dishes, antennae and other Rooftop Equipment in addition to the Initial Rooftop Equipment installed on the roof of the Building. Landlord further confirms that in determining the amount of rooftop space that is available for

 

12


 

installation of Rooftop Equipment in addition to the Initial Rooftop Equipment, Landlord will consider all factors relevant to the ownership and operation of the Building, including, without limitation, structural capacity, fire-life-safety requirements, applicable laws, rules and regulations and emergency access needs.

 

14.2        Additional Charges for Rooftop Equipment. Tenant will be solely responsible, at Tenant’s sole expense, for the installation, maintenance, repair and removal of the Rooftop Equipment, and Tenant shall at all times maintain the Rooftop Equipment in good condition and repair. Landlord agrees that the named Tenant hereunder shall not pay any rental charge for Tenant’s use of the rooftop pursuant to the terms of this Article 14 for the Initial Rooftop Equipment, provided, however, if any successor to the named Tenant wishes to utilize rooftop space or if Tenant seeks to use rooftop space for Rooftop Equipment in addition to the Initial Rooftop Equipment, Landlord reserves the right to impose a charge for such use, which shall be consistent with market rates.

 

14.3        Conditions of Installation. Tenant shall comply with all applicable laws, rules and regulations relating to the installation, maintenance and operation of Rooftop Equipment at the Building (including, without limitation, all construction rules and regulations) and will pay all costs and expenses relating to such Rooftop Equipment, including the cost of obtaining and maintaining any necessary permits or approvals for the installation, operation and maintenance thereof in compliance with applicable laws, rules and regulations. The installation, operation and maintenance of the Rooftop Equipment at the Building shall not adversely affect the structure or operating systems of the Building or the business operations of any other tenant or occupant at the Building. Tenant may install cabling and wiring through the Building interior conduits, risers, and pathways of the Building in accordance with Article 13 in order to connect Rooftop Equipment with the Premises.

 

14.4        Non-Exclusive Right. Tenant’s right to install and maintain Rooftop Equipment is non-exclusive and is subject to termination or revocation as set forth herein, including pursuant to Section 9.02 of this Lease. Subject to the terms set forth below in this Section 14.4, Landlord at its election may require the relocation, reconfiguration or removal of the Rooftop Equipment, if in Landlord’s reasonable judgment the Rooftop Equipment is interfering with the use of the rooftop for the helipad or other Building operations or the business operations of other tenants or occupants of the Building, causing damage to the Building or if Tenant otherwise fails to comply with the terms of this Article 14. If relocation or reconfiguration becomes necessary due to interference difficulties, Landlord and Tenant will reasonably cooperate in good faith to agree upon an alternative location or configuration that will permit the operation of the Rooftop Equipment for Tenant’s business at the Premises without interfering with other operations at the Building or communications uses of other tenants or occupants. If removal is required due to any breach or default by Tenant under the terms of this Article 14, Tenant shall remove the Rooftop Equipment upon thirty (30) days’ written notice from Landlord. Any relocation, removal or reconfiguration of the Rooftop Equipment as provided above shall be at Tenant’s sole cost and expense. In addition to the other rights of relocation and removal as set forth herein, Landlord reserves the right to require relocation of Tenant’s Rooftop Equipment at any time at its election at Landlord’s cost (but not more frequently than once per year) so long as Tenant is able to continue operating its Rooftop Equipment in substantially the same manner as it was operated prior to its relocation.

 

13


 

In connection with any relocation of Tenant’s Rooftop Equipment at the request of or required by Landlord (other than in the case of a default by Tenant hereunder), Landlord shall provide Tenant with at least thirty (30) days’ prior written notice of the required relocation and will conduct the relocation in a commercially reasonable manner and in such a way that will, to the extent reasonably possible, prevent interference with the normal operation of Tenant’s Rooftop Equipment. In connection with any relocation, Landlord further agrees to work with Tenant in good faith to relocate Tenant’s Rooftop Equipment to a location that will permit its normal operation for Tenant’s business operations. Landlord acknowledges that relocation of Tenant’s Rooftop Equipment may be disruptive to Tenant’s business and, without limiting its rights to require such removal, confirms that it will not exercise its rights hereunder in a bad faith manner or for the purpose of harassing or causing a hardship to Tenant.

 

14.5        Costs and Expenses. If Tenant fails to comply with the terms of this Article 14 within thirty (30) days following written notice by Landlord (or such longer period as may be reasonably required to comply so long as Tenant is diligently attempting to comply), Landlord may take such action as may be necessary to comply with these requirements. In such event, Tenant agrees to reimburse Landlord for all costs incurred by Landlord to effect any such maintenance, removal or other compliance subject to the terms of this Article 14, including interest on all such amounts incurred at the Interest Rate, accruing from the date which is ten (10) days after the date of Landlord’s demand until the date paid in full by Tenant, with all such amounts being Additional Rent under this Lease.

 

14.6        Indemnification; Removal. Tenant agrees to indemnify Landlord, its partners, agents, officers, directors, employees and representatives from and against any and all liability, expense, loss or damage of any kind or nature from any suits, claims or demands, including reasonable attorneys’ fees, arising out of Tenant’s installation, operation, maintenance, repair, relocation or removal of the Rooftop Equipment, except to the extent any such liability, expense, loss or damage results from the gross negligence or intentional misconduct of Landlord or its agents, partners, officers, directors, employees, contractors or representatives. At the expiration or earlier termination of the Lease, Tenant may and, upon request by Landlord, shall remove all of the Rooftop Equipment, including any wiring or cabling relating thereto, at Tenant’s sole cost and expense and will repair at Tenant’s cost any damage resulting from such removal. If Landlord does not require such removal, any Rooftop Equipment remaining at the Building after the expiration or earlier termination of this Lease which is not removed by Tenant shall be deemed abandoned and shall become the property of Landlord.

 

14.7        Roof Access; Rules and Regulations. Subject to compliance with the construction rules for the Building and Landlord’s reasonable and nondiscriminatory rules and regulations regarding access to the roof and, upon receipt of Landlord’s prior written consent to such activity (which shall not be unreasonably withheld, conditioned or delayed), Tenant and its representatives shall have access to and the right to go upon the roof of the Building, on a seven (7) day per week, twenty-four (24) hour basis, to exercise its rights and perform its obligations under this Article 14. Tenant acknowledges that, except in the case of an emergency or when a Building engineer is not made available to Tenant in sufficient time to allow Tenant to avoid or minimize interruption of use of the Rooftop Equipment, advance notice is required and a Building engineer must accompany all persons gaining access to the

 

14


 

rooftop. Tenant may install Rooftop Equipment at the Building only in connection with its business operations at the Premises, and may not lease or license any rights or equipment to third parties or allow the use of any rooftop equipment by any party other than Tenant. Tenant acknowledges that Landlord has made no representation or warranty as to Tenant’s ability to operate Rooftop Equipment at the Building and Tenant acknowledges that helicopters, other equipment installations and other structures and activities at or around the Building may result in interference with Tenant’s Rooftop Equipment. Except as set forth in this Article 14, Landlord shall have no obligation to prevent, minimize or in any way limit or control any existing or future interference with Tenant’s Rooftop Equipment.

 

24.           Upon establishment of the Expansion Space Commencement Date, the parties shall execute a confirmation memorandum in form similar to that attached as Exhibit C to the Original Lease.

 

IN WITNESS WHEREOF, this First Amendment was executed as of the date first above written.

 

 

Landlord:

 

 

 

PRU/SKS BRANNAN ASSOCIATES, LLC,
a Delaware limited liability company

 

 

 

By:

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA\ Its: Managing Member

 

 

 

 

 

 

 

 

By:

/s/ Jolynn Chow Miller

 

 

 

 

 

 

 

Jolynn Chow Miller Director Second Vice President

 

 

 

[Printed Name and Title]

 

15


 

 

Tenant:

 

 

 

CALIFORNIA PACIFIC MEDICAL CENTER, a California nonprofit public benefit corporation

 

 

 

 

 

By:

/s/ Jack C. Bailey

 

 

 

 

 

Jack C. Bailey, EVP, DEC 2006

 

 

[Printed Name and Title]

 

 

 

 

 

 

 

By:

/s/ Maura F. Lane

 

 

 

 

 

Maura F. Lane, Asst. Secty. 12/1/2006

 

 

[Printed Name and Title]

 

 

 

 

If Tenant is a corporation, this instrument must be executed by the chairman of the board, the president or any vice president and the secretary, any assistant secretary, the chief financial officer or any assistant financial officer or any assistant treasurer of such corporation, unless the bylaws or a resolution of the board of directors shall otherwise provide, in which case the bylaws or a certified copy of the resolution, as the case may be, must be attached to this instrument.

 

16

 

EXHIBIT A-1

 

EXPANSION SPACE

 

 

(See Attached.)

 

1


 

EXHIBIT F-1

 

PERSONAL PROPERTY

 

Cubicles

 

29

 

 

 

Filing Cabinets

 

25

 

 

 

Desks

 

6

 

 

 

Purple chairs for conference

 

20

 

 

 

Padded filing cabinets

 

30

 

 

 

Tall filing cabinets

 

4

 

 

 

Black conference chairs

 

9

 

 

 

Curved cubicle tables

 

18

 

 

 

Tall black closet cabinets

 

2

 

 

 

Tables:

 

 

3 x 3 square

 

2

12 x 3

 

1

6 x 3

 

2

 

 

 

Refrigerator:

 

1

 

 

 

Microwave:

 

1

 

 

 

Soft seating:

 

 

Side chairs

 

2

Sofa

 

1

Blue leather

 

2

Side tables

 

2

 

1


 

EXHIBIT RF

 

ROOF FLOOR PLAN

 

 

(See Attached.)

 

1


 

Roof Floor

 

 

1.             EGM communication dish

2.             Zone Labs Dish Network

3.             Carat Dish Network

4.             Carast ISP dish

 

1

 

EXhibit B

 

DEPICTION OF THE SUBLEASED PREMISES

 

                Suite 130:

 

 


 

                Suite 230:

 

 


 

                Suite 230 (continued):

 

 


 

MASTER LESSOR’S CONSENT

 

SKS Brannan Associates, LLC, a Delaware limited liability company (“Original Lessor”), as lessor, and Sutter West Bay Hospitals, a California nonprofit public benefit corporation dba California Pacific Medical Center (“Sublessor”), formerly known as California Pacific Medical Center, a California nonprofit public benefit corporation, as lessee, entered into that certain standard form office lease dated February 13, 2004 (the “Lease”), for those certain premises consisting of Forty-Two Thousand Six Hundred Forty-Seven (42,647) rentable square feet located at 475 Brannan Street, Suites 120, 130 and 220, San Francisco, California (the “Original Leased Premises”) for the Initial Term expiring on November 30, 2009. PRU/SKS Brannan Associates, LLC, a Delaware limited liability company (“PRU/SKS”), succeeded to the interest of Original Lessor. PRU/SKS and Sublessor entered into that certain first amendment to lease dated November 29, 2006 (the “First Amendment”), whereby, among other things, the Original Leased Premises were expanded to include the Expansion Space consisting of Nineteen Thousand One Hundred Eighty-Four (19,184) rentable square feet in the Building, including Suite 230 (the Original Leased Premises and Expansion Premises are referred to collectively as the “Master Leased Premises”), and the Term of the Lease was extended through February 28, 2017. CLPF — 475 Brannan Street, L.P., a Delaware limited partnership (“Master Lessor”), succeeded to the interest of PRU/SKS. The Lease and First Amendment are referred to collectively as the “Master Lease”. Invitae Corporation, Delaware corporation (“Sublessee”), desires to sublease a portion of the Master Leased Premises commonly known as Suites 130 and 230 consisting of a total of Eight Thousand Eight Hundred Fifty-Two (8,852) rentable square feet (the “Subleased Premises”) from Sublessor and Sublessor is willing to sublease the Subleased Premises to Sublessee pursuant to the terms and provisions of that certain sublease dated December 6, 2013 (the “Sublease”).

 

Master Lessor hereby consents to Sublessor’s sublease of the Subleased Premises to Sublessee pursuant to the Sublease. This consent by Master Lessor shall not relieve Sublessor from the further performance of any of the terms and conditions of the Master Lease. Except as expressly set forth in the Sublease, nothing herein or in the Sublease shall be deemed to modify the Master Lease or constitute a waiver of any of Master Lessor’s rights under (or any of the provisions of) the Master Lease.

 

 

 

MASTER LESSOR:

 

 

 

CLPF – 475 BRANNAN STREET, L.P., a

 

Delaware limited partnership

 

 

 

 

 

By:

[ILLEGIBLE]

 

Its:

Authorized Signatory

 


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