CM-2019-0015 - 9/4/2018W
I n u lex Veridia-
Diagnostics
City of Round Rock, Round Rock Transportation and Economic Development Corporation
221 E. Main Street
Round Rock, TX 78664
Attn: City Manager, Ihadley@roundrocktexas.gov
August 31, 2018
Re: In regards to the Economic Development Program Agreement, by and between Singulex, Inc. and the City of
Round Rock, Texas, Round Rock Transportation and Economic Development, TEDCO, dated as of January 25,
2018 (the "Agreement")
Dear City of Round Rock:
The purpose of this letter is to inform you that Singulex, Inc. ("Singulex") has reached an agreement with Legacy
Labs LLC ("Legac: ") under which Legacy will acquire certain assets and assume certain liabilities of the Veridia
Diagnostics clinical lab testing services division of Singulex ("Veridia") (the "Transaction"). The Transaction is
expected to close by the end of August 2018. Singulex will retain and continue to operate its Clinical Diagnostics
business, which is unaffected by the Transaction.
Upon closing of the Transaction, the Agreement will transfer to Legacy. Section 7.7 of the Agreement requires your
written consent in order for Singulex to transfer the rights and obligations of Singulex thereunder Legacy. By your
execution of this letter on the following page, you are consenting to the Assignment and acknowledge that all rights,
liabilities and obligations of Singulex arising from and after the closing date of the Transaction under the Agreement
are being assumed by Legacy and that you will look only to Legacy for performance of the Agreement from and after
the closing date of the Transaction. Furthermore, with your approval, which is evidenced by execution of this
agreement, Singulex assigns and Legacy accepts the assignment of the Agreement and Legacy agrees to be bound by
the terms of the agreement. From and after the closing date of the Transaction, you should contact the Legacy
representative at the contact information provided below.
Please sign and return a .pdf file of the signed agreement via electronic mail to legal@singulex.com.
If you have any questions, please feel free to contact the individuals listed below.
Sincerely,
Guido Baechler, President & CEO
Singulex Representative
Kofi Acquaah-Arhin, Corporate Counsel
Singulex, Inc .
1701 Harbor Bay Parkway
Suite 200
Alameda, CA 94502
(510)995-9083
legal@singulex.com
Legacy Representative
Jack Kynion [IT, JD, Managing Director
Legacy Labs LLC
10561 Barkley
Suite 610
Overland Park, KS 66212
(913) 825-5225
jkynioniii@tinadvs.com
Skoftx, hr -1701 N31W SaYPaftA0. Sute 2W-AWrrNwW CA 94502
G-2 DI _ `rA Tel.: t 64i0M104< t as CS 10) 225 2448
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City of Round Rock
j'ROUNO A!j I Agenda Item Summary
[74+�
Agenda Number:
Title: Amendment to ED Agrement with Singulex, Inc_
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 1/11/2019
Dept Director: Laurie Hadley
Cost:
Indexes:
Attachments: Singulex
Department: City Manager's Office
Text of Legislative Fite CM -2019-0015
Initial agreement approved on January 25, 2018.
Singulex, Inc., doing business as Veridia Diagnostics has reached an agreement with Legacy
Labs LLC under which Legacy will acquire all of the Veridia Diagnostics clinical lab testing
services division of Singulex. This includes Veridia's Economic Development Program with the
City of Round Rock. The transaction is expected to close August 31 2018.
To facilitate this, an Assignment Letter is requested for written consent of said transaction. The
Veridia brand will remain the same.
(This was approved out of process; dated 9/14/18.)
City of Round Rock Page 1 Printed on 111112019