Equipment Financing Agreement - Lease Management Services Inc. and ViroLogic Inc.
[LOGO] LEASE MANAGEMENT SERVICES, INC.
EQUIPMENT FINANCING AGREEMENT
(Number 10801)
THIS EQUIPMENT FINANCING AGREEMENT NUMBER 10801 ("Agreement") is dated as of
the date set forth at the foot hereof and is between LEASE MANAGEMENT SERVICES,
INC. ("Secured Part") and VIROLOGIC, INC., ("Debtor").
1. EQUIPMENT; SECURITY INTEREST. The terms and conditions of this Agreement
cover each item of machinery, equipment and other property (individually an
"Item" or "Item of Equipment" and collectively the "Equipment") described in a
schedule now or hereafter executed by the parties hereto and made a part hereof
(individually a "Schedule" and collectively the "Schedules"). Debtor hereby
grants Secured Party a security interest in and to all Debtor's right, title
and interest in and to the Equipment under the Uniform Commercial Code, such
grant with respect to an Item of Equipment to be as of Debtor's execution of a
related Equipment Financing Commitment referencing this Agreement or, if Debtor
then has no interest in such Item, as of such subsequent time as Debtor
acquires an interest in the Item. Such security interest is granted by Debtor
to secure performance by Debtor of Debtor's obligations to Secured Party
hereunder and under any other agreements under which Debtor has or may
hereafter have obligations to Secured Party. Debtor will ensure that such
security interest will be and remain a sole and valid first lien security
interest subject only to the lien of current taxes and assessment not in
default but only if such taxes are entitled to priority as a matter of law.
2. DEBTOR'S OBLIGATIONS. The obligations of Debtor under this Agreement
respecting an Item of Equipment, except the obligation to pay installment
payments with respect thereto which will commence as set forth in Paragraph 3
below, commence upon the grant to Secured Party of a security interest in the
Item. Debtor's obligations hereunder with respect to an Item of Equipment and
Secured Party's security interest therein will continue until payment of all
amounts due, and performance of all terms and conditions required hereunder
provided, however, that if this Agreement is in default said obligations and
security interest will continue during the continuance of said default. Upon
termination of Secured Party's security interest in an Item of Equipment,
Secured Party will execute such release of interest with respect thereto as
Debtor reasonably requests.
3. INSTALLMENT PAYMENTS AND OTHER PAYMENTS. Debtor will repay advances
Secured Party makes on account of the Equipment in installment payments in the
amounts and at the times set forth in the Schedules, whether or not Secured
Party has rendered an invoice therefor, at the office of Secured Party set
forth at the foot hereof, or to such person and/or at such other place as
Secured Party may from time to time designate by notice to Debtor. Any other
amounts required to be paid Secured Party by Debtor hereunder are due upon
Debtor's receipt of Secured Party's invoice therefor and will be payable as
directed in the invoice. Payments under this Agreement may be applied to
Debtor's then accrued obligations to Secured Party in such order as Secured
Party may choose.
4. NET AGREEMENT; NO OFFSET, SURVIVAL. This Agreement is a net agreement, and
Debtor will not be entitled to any abatement of installation payments or other
payments due hereunder or any reduction thereof under any circumstance or for
any reason whatsoever. Debtor hereby waives any and all existing and future
claims, as offsets, against any installment payments or other payments due
hereunder and agrees to pay the installment payments and other amounts due
hereunder as and when due regardless of any offset or claim which may be
asserted by Debtor or on its behalf. The obligations and liabilities of Debtor
hereunder will survive the termination of the Agreement.
5. FINANCING AGREEMENT. THIS AGREEMENT IS SOLELY A FINANCING AGREEMENT.
DEBTOR ACKNOWLEDGES THAT THE EQUIPMENT HAS OR WILL HAVE BEEN SELECTED AND
ACQUIRED SOLELY BY DEBTOR FOR DEBTOR'S PURPOSES, THAT SECURED PARTY IS NOT AND
WILL NOT BE THE VENDOR OF ANY
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VIROLOGIC, INC.
EQUIPMENT FINANCING AGREEMENT NUMBER 10801
PAGE 2 OF 8
EQUIPMENT AND THAT SECURED PARTY HAS NOT MADE AND WILL NOT MAKE ANY AGREEMENT,
REPRESENTATION OR WARRANTY WITH RESPECT TO THE MERCHANTABILITY, CONDITION,
QUALIFICATION OR FITNESS FOR A PARTICULAR PURPOSE OR VALUE OF THE EQUIPMENT OR
ANY OTHER MATTER WITH RESPECT THERETO IN ANY RESPECT WHATSOEVER.
6. NO AGENCY. DEBTOR ACKNOWLEDGES THAT NO AGENT OF THE MANUFACTURER OR
OTHER SUPPLIER OF AN ITEM OF EQUIPMENT OR OF ANY FINANCIAL INTERMEDIARY IN
CONNECTION WITH THIS AGREEMENT IS AN AGENT OF SECURED PARTY. SECURED PARTY IS
NOT BOUND BY A REPRESENTATION OF ANY SUCH PARTY AND, AS CONTEMPLATED IN
PARAGRAPH 27 BELOW, THE ENTIRE AGREEMENT OF SECURED PARTY AND DEBTOR CONCERNING
THE FINANCING OF THE EQUIPMENT IS CONTAINED IN THIS AGREEMENT AS IT MAY BE
AMENDED ONLY AS PROVIDED IN THAT PARAGRAPH.
7. ACCEPTANCE. Execution by Debtor and Secured Party of a Schedule covering
the Equipment or any Items thereof will conclusively establish that such
Equipment has been included under and will be subject to all the terms and
conditions of this Agreement. If Debtor has not furnished Secured Party with an
executed Schedule by the earlier of fourteen (14) days after receipt thereof or
expiration of the commitment period set forth in the applicable Equipment
Financing Agreement, Secured Party may terminate its obligation to advance
funds as to the applicable Equipment.
8. LOCATION; INSPECTION; USE. Debtor will keep, or in the case of motor
vehicles, permanently garage and not remove from the United States, as
appropriate, each Item of Equipment in Debtor's possession and control at the
Equipment Location designated in the applicable Schedule, or at such other
location to which such Item may have been moved with the prior written consent
of Secured Party. Whenever requested by Secured Party, Debtor will advise
Secured Party as to the exact location of an Item of Equipment. Secured Party
will have the right to inspect the Equipment and observe its use during normal
business hours, subject to Debtor's security procedures and to enter into and
upon the premises where the Equipment may be located for such purpose. The
Equipment will at all times be used solely for commercial or business purposes
and operated in a careful and proper manner and in compliance with all
applicable laws, ordinances, rules and regulations, all conditions and
requirements of the policy or policies of insurance required to be carried by
Debtor under the terms of this Agreement and all manufacturer's instructions
and warrant requirements. Any modifications or additions to the Equipment
required by any such governmental edict or insurance policy will be promptly
made by Debtor.
9. ALTERATIONS; SECURITY INTEREST COVERAGE. Without the prior written consent
of Secured Party, Debtor will not make any alterations, additions or
improvements to any Item of Equipment which detract from its economic value or
functional utility, except as may be required pursuant to Paragraph 8 above.
Secured Party's security interest in the Equipment will include all
modifications and additions thereto and replacements and substitutions therefor,
in whole or in part. Such reference to replacements and substitutions will not
grant Debtor greater rights to replace or substitute than are provided in
Paragraph 11 below or as may be allowed upon prior written consent of Secured
Party.
10. MAINTENANCE: Debtor will maintain the Equipment in good repair, condition
and working order. Debtor will also cause each Item of Equipment for which a
service contract is generally available to be covered by such a contract which
provides coverage typical to property of the type involved and is issued by a
competent servicing entity.
11. LOSS AND DAMAGE; CASUALTY VALUE. In the event of the loss of, theft of,
requisition of, damage to or destruction of an Item of Equipment ("Casualty
Occurrence"), Debtor will give Secured Party prompt notice thereof and will
thereafter place such Item in good repair,
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VIROLOGIC, INC.
EQUIPMENT FINANCING AGREEMENT NUMBER 10801
PAGE 3 OF 8
condition and working order, provided, however, that if such Item is determined
by Secured Party to be lost, stolen, destroyed or damaged beyond repair, is
requisitioned or suffers a constructive total loss as defined in any applicable
insurance policy carried by Debtor in accordance with Paragraph 14 below,
Debtor, at Secured Party's option, will (a) replace such Item with like
Equipment in good repair, condition and working order whereupon such
replacement equipment will be deemed such Item for all purposes hereof or (b)
pay Secured Party the "Casualty Value" of such Item which will equal the total
of (i) all installment payments and other amounts due from Debtor to Secured
Party at the time of such payment and (ii) future installment payments due with
respect to such Item with each such payment including any final uneven payment
discounted at a rate equal to the discount rate of the Federal Reserve Bank of
San Francisco from the date due to the date of such payment.
Upon such replacement or payment, as appropriate, this Agreement and Secured
Party's security interest will terminate with, and only with, respect to the
Item of Equipment so replaced or as to which such payment is made in accordance
with Paragraph 2 above.
12. TITLING; REGISTRATION. Each item of Equipment subject to title
registration laws will at all times be titled and/or registered by Debtor as
Secured Party's agent and attorney-in-fact with full power and authority to
register (but without power to affect title to) the Equipment in such manner
and in such jurisdiction or jurisdictions as Secured Party directs. Debtor will
promptly notify Secured Party of any necessary or advisable retitling and/or
reregistration of an Item of Equipment in a jurisdiction other than the one in
which such Item is then titled and/or registered. Any and all documents of
title will be furnished or caused to be furnished Secured Party by Debtor
within sixty (60) days of the date any titling or registering or restating or
reregistering, as appropriate, is directed by Secured Party.
13. TAXES. Debtor will make all filings as to and pay when due all personal
property and other ad valorem taxes and all other taxes, fees, charges and
assessments based on the ownership or use of the Equipment and will pay as
directed by Secured Party or reimburse Secured Party for all other taxes,
including, but not limited to, gross receipt taxes (exclusive of federal and
state taxes based on Secured Party's net income, unless such net income taxes
are in substitution for or relieve Debtor from any taxes which Debtor would
otherwise be obligated to pay under the terms of this Paragraph 13), fees,
charges and assessments whatsoever, however designated, whether based on the
installment payments or other amounts due hereunder, levied, assessed or
imposed upon the Equipment or otherwise related hereto or to the Equipment, now
or hereafter levied, assessed or imposed under the authority of a federal,
state, or local taxing jurisdiction, regardless of when and by whom payable.
Filings with respect to such other amounts will, at Secured Party's option, be
made by Secured Party or by Debtor as directed by Secured Party.
14. INSURANCE. Debtor will procure and continuously maintain all risk
insurance against loss or damage to the Equipment from any cause whatsoever for
not less than the full replacement value thereof naming Secured Party as Loss
Payee. Such insurance must be in a form and with companies approved by Secured
Party, must provide at least thirty (30) days advance written notice to Secured
Party of cancellation, change or modification in any term, condition, or amount
of protection provided therein, must provide full breach of warranty protection
and must provide that the coverage is "primary coverage" (does not require
contribution from any other applicable coverage). Debtor will provide Secured
Party with an original policy or certificate evidencing such insurance. In the
event of an assignment of this Agreement of which Debtor has notice, Debtor
will cause such insurance to provide the same protection to the assignee as its
interests may appear. The proceeds of such insurance, at the option of the
Secured Party or such assignee, as appropriate, will be applied toward (a)
repair or replacement of the appropriate Item or Items of Equipment, (b)
payment of the Casualty Value thereof and/or (c) payment of, or as provision
for, satisfaction of any other accrued obligations of Debtor hereunder. Debtor
hereby appoints Secured Party as Debtor's attorney-in-fact with full power and
authority to do all things, including, but not limited to, making claims,
receiving payments and endorsing documents, checks or drafts, necessary to
secure payments due under any policy contemplated hereby on account of a
Casualty
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VIROLOGIC, INC.
EQUIPMENT FINANCING AGREEMENT NUMBER 10801
PAGE 4 OF 8
Occurrence. Debtor and Secured Party contemplate that the jurisdictions where
the Equipment will be located will not impose any liability upon Secured Party
for personal injury and/or property damage resulting out of the possession, use,
operation or condition of the Equipment. In the event Secured Party determines
that such is not or may not be the case with respect to a given jurisdiction,
Debtor will provide Secured Party with public liability and property damage
coverage applicable to the Equipment in such amounts and in such form as Secured
Party requires.
15. SECURED PARTY'S PAYMENT. If Debtor fails to pay any amounts due hereunder
or to perform any of its other obligations under this Agreement, Secured Party
may, at its option, but without any obligation to do so, pay such amounts or
perform such obligations, and Debtor will reimburse Secured Party the amount of
such payment or cost of such performance, plus interest at 1.5% per month.
16. INDEMNITY. Debtor does hereby assume liability for and does agree to
indemnify, defend, protect, save and keep harmless Secured Party from and
against any and all liabilities, losses, damages, penalties, claims, actions,
suits, costs, expenses and disbursements, including court costs and legal
expenses, of whatever kind and nature, imposed on, incurred by or asserted
against Secured Party (whether or not also indemnified against by any other
person) in any way relating to or arising out of this Agreement or the
manufacture, financing, ownership, delivery, possession, use, operation,
condition or disposition of the Equipment by Secured Party or Debtor, including,
without limitation, any claim alleging latent and other defects, whether or not
discoverable by Secured Party or Debtor, and any other claim arising out of
strict liability in tort, whether or not in either instance relating to an event
occurring while Debtor remains obligated under this Agreement, and any claim for
patent, trademark or copyright infringement. Debtor agrees to give Secured Party
and Secured Party agrees to give Debtor notice of any claim or liability hereby
indemnified against promptly following learning thereof.
17. DEFAULT. Any of the following will constitute an event of default
hereunder: (a) Debtor's failure to pay when due any installment payment or other
amount due hereunder, which failure continues for ten (10) days after the due
date thereof; (b) Debtor's default in performing any other obligation, term or
condition of this Agreement or any other agreement between Debtor and Secured
Party or default under any further agreement providing security for the
performance by Debtor of its obligations hereunder provided such default has
continued for more than twenty (20) days, except as provided in (c) and (d)
hereinbelow, or, without limiting the generality of subparagraph (1)
hereinbelow, default under any lease or any mortgage or other instrument
contemplating the provision of financial accommodation applicable to the real
property where an Item of Equipment is located; (c) any writ or order of
attachment or execution or other legal process being levied on or charged
against any Item of Equipment and not being released or satisfied within ten
(10) days; (d) Debtor's failure to comply with its obligations under Paragraph
14 above or any transfer by Debtor in violation of Paragraph 21 below; (e) a
non-appealable judgment for the payment of money in excess of $100,000 being
rendered by a court of record against Debtor which Debtor does not discharge or
make provision for discharge in accordance with the terms thereof within ninety
(90) days from the date of entry thereof; (f) death or judicial declaration of
incompetency of Debtor, if an individual; (g) the filing by Debtor of a petition
under the Bankruptcy Code or any amendment thereto or under any other insolvency
law or law providing for the relief of debtors, including, without limitation, a
petition for reorganization, arrangement or extension, or the commission by
Debtor of an act of bankruptcy; (h) the filing against Debtor of any such
petition not dismissed or permanently stayed within thirty (30) days of the
filing thereof; (i) the voluntary or involuntary making of an assignment of
substantial portion of its assets by Debtor for the benefit of creditors,
appointment of a receiver or trustee for Debtor or for any of Debtor's assets,
institution by or against Debtor or any other type of insolvency proceeding
(under the Bankruptcy Code or otherwise) or of any formal or informal proceeding
for dissolution, liquidation, settlement of claims against or winding up of the
affairs of Debtor, Debtor's cessation of business activities or the making by
Debtor of a transfer of all or a material portion of Debtor's assets or
inventory not in the ordinary course of business; (j) the occurrence of any
event described in parts (e), (f), (g), (h) or (i) hereinabove with respect to
any guarantor or
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VIROLOGIC, INC.
EQUIPMENT FINANCING AGREEMENT NUMBER 10801
PAGE 5 OF 8
other party liable for payment or performance of this Agreement; (k) any
certificate, statement, representation, warranty or audit heretofore or
hereafter furnished with respect hereto by or on behalf of Debtor or any
guarantor or other party liable for payment or performance of this Agreement
proving to have been false in any material respect at the time as of which the
facts therein set forth were stated or certified or having omitted any
substantial contingent or unliquidated liability or claim against Debtor or
any such guarantor or other party; (l) breach by Debtor of any lease or other
agreement providing financial accommodation under which Debtor or its property
is bound; or (m) a transfer of effective control of Debtor, if an organization.
18. REMEDIES. Up the occurrence of an event of default, Secured Party will
have the rights, options, duties and remedies of a Secured Party, and Debtor
will have the rights and duties of a debtor, under the Uniform Commercial Code
(regardless of whether such Code or a law similar thereto has been enacted in a
jurisdiction wherein the rights or remedies are asserted) and, without limiting
the foregoing, Secured Party may exercise one or more of the following
remedies: (a) declare the Casualty Value or such lesser amount as may be set
by law immediately due and payable with respect to any or all Items of
Equipment without notice or demand to Debtor; (b) sue from time to time for and
recover all installment payments and other payments then accrued and which
accrue during the pendency of such action with respect to any or all Items of
Equipment; (c) take possession of and, if deemed appropriate, render unusable
any or all Items of Equipment, without demand or notice, wherever same may be
located, without any court order or other process of law and without liability
for any damages occasioned by such taking of possession and remove, keep and
store the same or use and operate or lease the same until sold; (d) require
Debtor to assemble any or all Items of Equipment at the Equipment Location
therefor, or at such location to which such Equipment may have been moved with
the written consent of Secured Party or such other location in reasonable
proximity to either of the foregoing as Secured Party designates; (e) upon ten
(10) days notice to Debtor or such other notice as may be required by law, sell
or otherwise dispose of any Item of Equipment, whether or not in Secured
Party's possession, in a commercially reasonable manner at public or private
sale at any place deemed appropriate and apply the new proceeds of such sale,
after deducting all costs of such sale, including, but not limited to, costs of
transportation, repossession, storage, refurbishing, advertising and brokers'
fees, to the obligations of Debtor to Secured Party hereunder or otherwise,
with Debtor remaining liable for any deficiency and with any excess being
returned to Debtor; (f) upon thirty (30) days notice to Debtor, retain any
repossessed or assembled Items of Equipment as Secured Party's own property in
full satisfaction of Debtor's liability for the installment payments due
hereunder with respect thereto, provided that Debtor will have the right to
redeem such Items by payment in full of its obligations to Secured Party
hereunder or otherwise or to require Secured Party to sell or otherwise dispose
of such Items in the manner set forth in subparagraph (e) hereinabove upon
notice to Secured Party within such thirty (30) day period; or (g) utilize any
other remedy available to Secured Party under the Uniform Commercial Code or
similar provision of law or otherwise at law or in equity.
No right or remedy conferred herein is exclusive of any other right or remedy
conferred herein or by law; but all such remedies are cumulative of every other
right or remedy conferred hereunder or at law or in equity, by statute or
otherwise, and may be exercised concurrently or separately from time to time.
Any sale contemplated by subparagraph (e) of this Paragraph 18 may be adjourned
from time to time by announcement at the time and place appointed for such
sale, or for any such adjourned sale, without further published notice, Secured
Party may bid and become the purchaser at any such sale. Any sale of an Item of
Equipment, whether under said subparagraph or by virtue of judicial
proceedings, will operate to divest all right, title, interest, claim and
demand whatsoever; either at law or in equity, of Debtor in and to said item
and will be a perpetual bar to any claim against such Item, both at law and in
equity, against Debtor and all persons claiming by, through or under Debtor.
19. DISCONTINUANCE OF REMEDIES. If Secured Party proceeds to enforce any right
under this Agreement and such proceedings are discontinued or abandoned for any
reason or are
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VIROLOGIC, INC.
EQUIPMENT FINANCING AGREEMENT NUMBER 10801
PAGE 6 OF 8
determined adversely, then and in every such case Debtor and Secured Party will
be restored to their former positions and rights hereunder.
20. SECURED PARTY'S EXPENSES. Debtor will pay Secured Party all costs and
expenses, including attorneys fees and court costs and sales costs not offset
against sales proceeds under Paragraph 18 above, incurred by Secured Party in
exercising any of its rights or remedies hereunder or enforcing any of the
terms, conditions or provisions hereof. This obligation includes the payment or
reimbursement of all such amounts whether an action is ultimately filed and
whether an action is ultimately dismissed.
21. ASSIGNMENT. Without the prior written consent of Secured Party, Debtor
will not sell, lease, pledge or hypothecate, except as provided in this
Agreement, any Item of Equipment or any interest therein or assign, transfer,
pledge, or hypothecate this Agreement or any interest in this Agreement or
permit the Equipment or be subject to any lien, charge or encumbrance of any
nature except the security interest of Secured Party contemplated hereby.
Debtor's interest herein is not assignable and will not be assigned or
transferred by operation of law. Consent to any of the foregoing prohibited
acts applies only in the given instance and is not a consent to any subsequent
like act by Debtor or any other person.
All rights of Secured Party hereunder may be assigned, pledged, mortgaged,
transferred or otherwise disposed of, either in whole or in part, without
notice to Debtor but always, however, subject to the rights of Debtor under
this Agreement. If Debtor is given notice of any such assignment, Debtor will
acknowledge receipt thereof in writing. In the event Secured Party assigns this
Agreement or the installment payments due or to become due hereunder or any
other interest herein, whether as security for any of its indebtedness or
otherwise, no breach or default by Secured Party hereunder or pursuant to any
other agreement between Secured Party and Debtor, should there be one, will
excuse performance by Debtor of any provision hereof, it being understood that
in the event of such default or breach by Secured Party that Debtor will pursue
any rights on account thereof solely against Secured Party. No such assignee,
unless such assignee agrees in writing, will be obligated to perform any duty,
covenant or condition required to be performed by Secured Party in connection
with this Agreement.
Subject always to the foregoing, this Agreement inures to the benefit of, and
is binding upon, the heirs, legatees, personal representative, successors and
assigns of the parties hereto.
22. MARKINGS; PERSONAL PROPERTY. If Secured Party supplies Debtor with
labels, plates, decals or other markings stating that Secured Party has an
interest in the Equipment, Debtor will affix and keep the same prominently
displayed on the Equipment or will otherwise mark the Equipment or its then
location or locations, as appropriate, at Secured Party's request to indicate
Secured Party's security interest in the Equipment. The Equipment is, and at
all times will remain, personal property notwithstanding that the Equipment or
any Item thereof may now be, or hereafter become, in any manner affixed or
attached to, or embedded in, or permanently resting upon real property or any
improvement thereof or attached in any manner to what is permanent as by means
of cement, plaster, nails, bolts, screws or otherwise. If requested by Secured
Party, Debtor will obtain and deliver to Secured Party waivers of interest or
liens in recordable form satisfactory to Secured Party from all persons claiming
any interest in the real property on which an Item of Equipment is or is to be
installed or located.
23. LATE CHARGES. Time is of the essence in this Agreement and if any
Installment Payment is not paid within ten (10) days after the due date
thereof, Secured Party shall have the right to add and collect, and Debtor
agrees to pay: (a) a late charge on and in addition to, such Installment
Payment equal to five percent (5%) of such Installment Payment or a lesser
amount if established by any state or federal statute applicable thereto, and
(b) interest on such Installment Payment from thirty (30) days after the due
date until paid at the highest contract rate enforceable against Debtor under
applicable law but never to exceed eighteen percent (18%) per annum.
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VIROLOGIC, INC.
EQUIPMENT FINANCING AGREEMENT NUMBER 10801
PAGE 7 OF 8
24. NON-WAIVER. No covenant or condition of this Agreement can be waived
except by the written consent of Secured Party. Forbearance or indulgence by
Secured Party in regard to any breach hereunder will not constitute a waiver of
the related covenant or condition to be performed by Debtor.
25. ADDITIONAL DOCUMENTS. In connection with and in order to perfect and
evidence the security interest in the Equipment granted Secured Party hereunder
Debtor will execute and deliver to Secured Party such financing statements and
similar documents as Secured Party requests. Debtor authorizes Secured Party
where permitted by law to make filings of such financing statements without
Debtor's signature. Debtor further will furnish Secured Party (a) on a timely
basis, Debtor's future financial statements, including Debtor's most recent
annual report, balance sheet and income statement, prepared in accordance with
generally accepted accounting principles, which reports, Debtor warrants, shall
fully and fairly represent the true financial condition of Debtor (b) any other
information normally provided by Debtor to the public and (c) such other
financial data or information relative to this Agreement and the Equipment,
including, without limitation, copies of vendor proposals and purchase orders
and agreements, listings of serial numbers or other identification data and
confirmations of such information, as Secured Party may from time to time
reasonably request. Debtor will procure and/or execute, have executed,
acknowledge, have acknowledged, deliver to Secured Party, record and file such
other documents and showings as Secured Party deems necessary or desirable to
protect its interest in and rights under this Agreement and interest in the
Equipment. Debtor will pay as directed by Secured Party or reimburse Secured
Party for all filing, search, title report, legal and other fees incurred by
Secured Party in connection with any documents to be provided by Debtor
pursuant to this Paragraph or Paragraph 22 and any further similar documents
Secured Party may procure.
26. DEBTOR'S WARRANTIES. Debtor certifies and warrants that the financial
data and other information which Debtor has submitted, or will submit, to
Secured Party in connection with this Agreement is, or will be at time of
delivery, as appropriate, a true and complete statement of the matters therein
contained. Debtor further certifies and warrants: (a) this Agreement has been
duly authorized by Debtor and when executed and delivered by the person signing
on behalf of Debtor below will constitute the legal, valid and binding
obligation, contract and agreement of Debtor enforceable against Debtor in
accordance with its respective terms; (b) this Agreement and each and every
showing provided by or on behalf of Debtor in connection herewith may be relied
upon by Secured Party in accordance with the terms thereof notwithstanding the
failure of Debtor or other applicable party to ensure proper attestation
thereto, whether by absence of a seal or acknowledgment or otherwise; (c)
Debtor has the right, power and authority to grant a security interest in the
Equipment to Secured Party for the uses and purposes herein set forth and (d)
each Item of Equipment will at the time such Item becomes subject hereto, be in
good repair, condition and working order.
27. ENTIRE AGREEMENT. This instrument with exhibits and related
documentation constitutes the entire agreement between Secured Party and Debtor
and will not be amended, altered or changed except by a written agreement signed
by the parties.
28. NOTICES. Notices under this Agreement must be in writing and must be
mailed by United States mail, certified mail with return receipt requested,
duly addressed, with postage prepaid, to the party involved at its respective
address set forth at the foot hereof or at such other address as each party may
provide on notice to the other from time to time. Notices will be effective
when deposited. Each party will promptly notify the other of any change in that
party's address.
29. GENDER, NUMBER: JOINT AND SEVERAL LIABILITY. Whenever the context of this
Agreement requires, the neuter gender includes the feminine or masculine and
the singular number includes the plural; and whenever the words "Secured Party"
are used herein, they include all assignees of Secured Party, it being
understood that specific reference to "assignee" in
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VIROLOGIC, INC.
EQUIPMENT FINANCING AGREEMENT NOVEMBER 10801
PAGE 8 OF 8
paragraph 14 above is for further emphasis. If there is more than one Debtor
named in this Agreement, the liability of each will be joint and several.
30. TITLES. The titles to the Paragraphs of this Agreement are solely for the
convenience of the parties and are not an aid in the interpretation of the
instrument.
31. GOVERNING LAW; VENUE. This Agreement will be governed by and construed in
accordance with the laws of the State of California. Venue for any action
related to the Agreement will be in an appropriate court in San Mateo County,
California, to which Debtor consents, or in another court selected by Secured
Party which has jurisdiction over the parties. In the event any provision
hereof is declared invalid, such provision will be deemed severable from the
remaining provisions of this Agreement, which will remain in full force and
effect.
32. TIME. Time is of the essence of this Agreement and for each and all of its
provisions.
In WITNESS WHEREOF, the undersigned have executed this Agreement as of October
16, 1996.
DEBTOR:
VIROLOGIC, INC.
270 East Grand Avenue
South San Francisco, CA 94080
By: /s/ MARTIN H. GOLDSTEIN
---------------------------------
Title: President & CFO
-----------------------------
SECURED PARTY:
LEASE MANAGEMENT SERVICES, INC.
2500 Sand Hill Road, Suite 101
Menlo Park, CA 94025
By: /s/ [SIGNATURE ILLEGIBLE]
---------------------------------
Title: EVP/General Manager
-----------------------------
<PAGE> 9
LOGO] LEASE MANAGEMENT SERVICES, INC.
ADDENDUM
TO EQUIPMENT FINANCING AGREEMENT NUMBER 10801
BETWEEN VIROLOGIC, INC. ("DEBTOR")
AND
LEASE MANAGEMENT SERVICES, INC. ("SECURED PARTY")
The printed form of Equipment Financing Agreement #10801 between the parties
date October 16, 1996 is amended as follows:
FIRST: In Section 8, line 5, after "Secured Party," insert "which consent will
not be unreasonably withheld".
SECOND: In Section 8, line 7, before the second occurrence of "Secured Party"
insert "After providing three (3) days notice to Debtor of Secured Party's
desire to inspect,".
THIRD: In Section 9, line 2, after "Secured Party", insert "which consent will
not be unreasonably withheld".
FOURTH: In Section 11, line 4, before "determined" insert "reasonably" and
after "Secured Party" insert "after consultation with Debtor".
FIFTH: In Section 11, line 7, after "will" insert "either".
SIXTH: In Section 14, line 4, after "companies" insert "reasonably".
SEVENTH: In Section 14, line 11, after "insurance" insert "after consultation
with Debtor".
EIGHTH: In Section 14, line 23, after "Secured Party" insert "reasonably".
NINTH: In Section 17, line 7 after "days" insert "after written notice of
non-performance".
TENTH: In Section 17, clause (b), after "performing" insert "(i) under sections
1,8,10,11, and 14 hereunder or (ii)" and in Line 4 after the first occurrence
of the word "other" insert "material".
ELEVENTH: In Section 17, clause (l), between "accommodation" and "under" insert
"in excess of $100,000.00".
TWELFTH: In Section 17, replace clause (m) with "(m) a transfer of effective
control of Debtor, if an organization, except in the case of a transfer of all
or substantially all of the Debtor's business as provided in Section 21 below.".
<PAGE> 10
ADDENDUM TO EQUIPMENT FINANCING AGREEMENT NO. 10801
VIROLOGIC, INC.
PAGE 2 OF 2
THIRTEENTH: In Section 18, clause (c), remove "and, if deemed appropriate
render unusable" and after "liability" insert the parenthetical "(except for
Secured Party's gross negligence or willful misconduct)".
FOURTEENTH: In Section 20, after "all" insert "reasonable".
FIFTEENTH: In Section 21, add the following: "In the event of a proposed
statutory merger of the Debtor into another corporation or a proposed sale or
transfer by the Debtor of all or substantially all of its assets to a third
party business entity, then, provided that (i) the Debtor is not in default
under this Agreement or under any other agreement or Equipment Financing
Agreement between the Debtor and the Secured Party, (ii) the Secured Party or
its assignee has been given sufficient advance written notice of the proposed
merger, sale, or transfer together with the necessary background as to the
legal status, financial and credit worthiness of the third party to the merger
sale or transfer (collectively, a "Transferee") and the Secured Party or its
assignee within ten days of receipt of such written notice has approved such
financial and credit worthiness of the Transferee in accordance with its then
existing credit criteria, the Secured Party agrees that it will not
unreasonable withhold its consent to any such transfer or assignment of this
Agreement (and the transfer of the Equipment to such Transferee), however
should Secured Party reasonably withhold consent then Debtor has the right to
pay off the outstanding debt to Secured Party without penalty, provided,
further, that (a) the said Transferee assumes all of the Debtor's obligations
under this Agreement in form satisfactory to Secured Party or its assignee
(without releasing the Debtor), (b) the Secured party is assured that its first
perfected security interest in the Equipment will continue in full force and
effect and the Transferee executes such UCC Financing Statements as may be
necessary to accomplish the same and (c) the Secured Party is assured that the
Equipment will be adequately covered by insurance during any move thereof.".
SIXTEENTH: In Section 25, line 4, before "request." insert "reasonably".
IN WITNESS WHEREOF the undersigned have executed this addendum the 16th day of
October, 1996.
DEBTOR: SECURED PARTY:
VIROLOGIC, INC. LEASE MANAGEMENT SERVICES, INC.
By: /s/ MARTIN H. GOLDSTEIN By: /s/ BARBARA B. KAISER
----------------------------- ---------------------------------
Name: Martin H. Goldstein Name: Barbara B. Kaiser
--------------------------- -------------------------------
(type or print)
Title: Pres & COO Title: EVP/General Manager
-------------------------- ------------------------------
<PAGE> 11
[LEASE MANAGEMENT SERVICES, INC. LOGO]
LEASE MANAGEMENT SERVICES, INC.
ADDENDUM TO
EQUIPMENT FINANCING AGREEMENT
NUMBER 10801
BY AND BETWEEN
VIROLOGIC, INC., AS DEBTOR,
AND
LEASE MANAGEMENT SERVICES, INC., AS SECURED PARTY
VIROLOGIC, INC., as Debtor, hereby acknowledges its responsibility to pay, and
agrees to pay any taxes which may be due to the State of California or where
applicable, for the collateral covered under the above referenced agreement.
DEBTOR:
VIROLOGIC, INC.
By: /s/ MARTIN H. GOLDSTEIN
-----------------------------
Title: President & CFO
--------------------------
Date: October 16, 1996
---------------------------
<PAGE> 12
EXHIBIT A
ALL EQUIPMENT AND OTHER PERSONAL PROPERTY (THE "EQUIPMENT"), NOW OWNED AND
HEREAFTER ACQUIRED AND FINANCED UNDER EQUIPMENT FINANCING AGREEMENT NUMBER
10801 AND ALL SCHEDULES THEREUNDER, BETWEEN LEASE MANAGEMENT SERVICES, INC., AS
SECURED PARTY AND VIROLOGIC, INC. AS DEBTOR, INCLUDING, BUT NOT LIMITED TO,
LABORATORY EQUIPMENT, LABORATORY FURNITURE, OFFICE FURNITURE, OFFICE EQUIPMENT,
COMPUTER EQUIPMENT AND TEST EQUIPMENT TOGETHER WITH ALL ACCESSORIES, PARTS,
UPGRADES, RENEWALS AND REPLACEMENTS OF, AND REPAIRS, IMPROVEMENTS AND
ACCESSIONS TO THE EQUIPMENT AND ANY INSURANCE PROCEEDS OR PROCEEDS OR REVENUE
DERIVED FROM THE SALE OR OTHER DISPOSITION OF THE EQUIPMENT.
<PAGE> 13
EXHIBIT A
THIS IS A FIXTURE FILING TO BE FILED WITH THE COUNTY RECORDERS OFFICE AS A REAL
ESTATE TRANSACTION:
RECORD OWNER OF PROPERTY: Land Associates
c/o Hillman Properties, Inc.
1 Harrison St, Suite 535
San Francisco, CA 94105
LEGAL DESCRIPTION OF PROPERTY: Parcel 015-042-22, 25,000 square feet of a
building which is one building within a project of four buildings totalling
111,253
FIXTURE FILING TO COVER ALL EQUIPMENT AND OTHER PERSONAL PROPERTY (THE
"EQUIPMENT"), NOW OWNED AND HEREAFTER ACQUIRED AND LEASED OR FINANCED UNDER
EQUIPMENT FINANCING AGREEMENT NUMBER 10801 AND ALL SCHEDULES THEREUNDER,
BETWEEN LEASE MANAGEMENT SERVICES, INC., AS SECURED PARTY AND VIROLOGIC, INC.,
AS DEBTOR, INCLUDING BUT NOT LIMITED TO, LABORATORY EQUIPMENT, LABORATORY
FURNITURE, OFFICE FURNITURE, OFFICE EQUIPMENT, COMPUTER EQUIPMENT AND TEST
EQUIPMENT, TOGETHER WITH ALL ACCESSORIES, PARTS, UPGRADES, RENEWALS AND
REPLACEMENTS OF, AND REPAIRS, IMPROVEMENTS AND ACCESSIONS TO THE EQUIPMENT AND
ANY INSURANCE PROCEEDS OR PROCEEDS OR REVENUE DERIVED FROM THE SALE OR OTHER
DISPOSITION OF THE EQUIPMENT.
<PAGE> 14
LEASE MANAGEMENT SERVICES, INC.
EXHIBIT A
Attached to and forming a part of the following documents: Loan Schedule Number
01 of Equipment Financing Agreement Number 10801, Certificate of Acceptance and
the UCC Financing Statement(s) pertaining to the referenced Loan Schedule, and
any addenda thereto by and between LEASE MANAGEMENT SERVICES, INC., as Secured
Party, and VIROLOGIC, INC., as Debtor. The Loan Schedule referenced above is
incorporated herein by this reference. All Terms used herein shall have the
same meaning as set forth in the Equipment Financing Agreement. Debtor is
hereby directed to contact the Supplier of the Equipment for a description of
any rights Debtor may have under the Supply Contract covering the Equipment.
AS MORE FULLY DESCRIBED ON THE FIVE (5) PAGE EXHIBIT A-1
ATTACHED HERETO AND MADE A PART HEREOF.
TOTAL PURCHASE PRICE $645,107.77
-----------
<PAGE> 15
LEASE MANAGEMENT SERVICES, INC.
SCHEDULE 01 TO
EQUIPMENT FINANCING AGREEMENT NUMBER 10801
BETWEEN
VIROLOGIC, INC., AS DEBTOR
AND
LEASE MANAGEMENT SERVICES, INC., AS SECURED PARTY
ATTACHED TO AND MADE A PART OF EQUIPMENT FINANCING AGREEMENT NUMBER 10801, BY
AND BETWEEN SECURED PARTY AND DEBTOR ("AGREEMENT") WHICH IS INCORPORATED HEREIN
BY THIS REFERENCE. SECURED PARTY AND DEBTOR HEREBY ACKNOWLEDGE THAT THE ITEMS
OR EQUIPMENT DESCRIBED IN THIS SCHEDULE ARE COVERED BY THE AGREEMENT AND THAT
THE FOLLOWING IS A DESCRIPTION OF SAID ITEMS, THE ADVANCE AMOUNT ON ACCOUNT
THEREOF, THE INSTALLMENT PAYMENTS APPLICABLE THERETO, THE EQUIPMENT LOCATION
THEREOF, AND, IF SPECIFIED, CERTAIN FURTHER RELATED INFORMATION.
1. EQUIPMENT DESCRIPTION: See Attached Exhibit "A"
2. PROCEEDS AMOUNT: $645,107.77
3. INSTALLMENT PAYMENTS: Except as otherwise provided in the
Agreement or in this Schedule, the
undersigned Debtor promises to repay the
Advance Amount, with interest as follows:
$15,870.00 per month due on the first day of each month for forty-eight (48)
consecutive months, beginning on October 1, 1996, followed by a payment of
$64,511.00 on October 1, 2000.
4. EQUIPMENT LOCATION: 270 East Grand Avenue
S. San Francisco, CA 94080
5. OTHER PROVISIONS: N/A
Dated: 10/10/96
------------------
DEBTOR: SECURED PARTY:
VIROLOGIC, INC. LEASE MANAGEMENT SERVICES, INC.
By: /s/ MARTIN H. GOLDSTEIN BY: /s/ [Signature Illegible]
------------------------------ ----------------------------------
Title: President & CFO Title: EVP/General Manager
--------------------------- -------------------------------
<PAGE> 16
VIROLOGIC, INC.
EXHIBIT A-1 TO SCHEDULE 10801-01
<TABLE>
<CAPTION>
LMSI
TAG # VENDOR INVOICE # QTY DESCRIPTION SERIAL NUMBER AMOUNT
----- ---------------------------- ------------ --- ------------------------------------ -------------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Forma Scientific, Inc. 2565370 1 Laminar Flow Workstation Model 1854 3,698.90
Forma Scientific, Inc. 4146051 1 Exhaust Transition 649.05
Forma Scientific, Inc. 2565360 1 Bio Safety Cabinet 16070-01482 6,864.89
Forma Scientific, Inc. 4146050 2 Exhaust Transition 1,041.60
VWR Scientific Products 53715990 1 Horizontal oven 4,624.92
VWR Scientific Products 53949340 1 Solvant Cabinet 497.95
Fisher Scientific 2473831 1 Incubator Shaker 15,376.41
Fisher Scientific 2473831 2 Incubator Shaker
Millipore Corporation 1656323 1 Milli Q PF 115V w/Press Regulator 5,068.92
Millipore Corporation 1661334 1 Wall Bracket 203.37
Bio-Rad Laboratories 961249 1 Gene Pulser II w/Capacitance 4,514.64
Wallac Inc. 53024 1 Microplate Luminometer 25,487.04
Shuchat Photography 20215 1 3M Overhead 377.12
Perkin Elmer 768780 1 DNA Sequencer 96021253 112,526.63
Perkin Elmer 770406 2 Geneamp PCR System 9600 N15337 & N15411 15,147.42
Sears 014780262067 1 Freezer 2,977.71
Sears 014780262067 1 Freezer
Sears 014780262067 1 Refrigerator
Sears 014780262067 1 Refrigerator
Sears 014780262068 1 Compact Freezer 292.26
Sears 1 Freezer 204.58
Savant Instruments 126962 1 Unversal Speedvac 6,143.47
Business Resource 61265 1 4 Drawer Lateral File 258.93
Perkin Elmer 774770 1 Sequence Detector 7700 9606138 92,165.50
Business Resource Group 60201 1 72"X30/36" Conference Table 19,809.44
Business Resource Group 60201 3 48X72 Whiteboard
Business Resource Group 60201 6 Sled Base Chairs
Business Resource Group 60201 12 Low Back Swivel Conference Chairs
Business Resource Group 60201 6 Patriot Lab Stools
Business Resource Group 60201 6 Patriot Task Chairs
Business Resource Group 60201 6 7-Function Mid-back Chairs
Business Resource Group 60201 3 Double Pedestal Desk 36x72
Business Resource Group 60201 1 120' Boat Shaped Table
Business Resource Group 60201 2 2-Drawer Lateral File
Business Resource Group 60201 1 36X72 Desk Arrowwood
Business Resource Group 60201 1 36X72 Desk Arrowwood
</TABLE>
1 of 5
<PAGE> 17
VIROLOGIC, INC.
EXHIBIT A-1 TO SCHEDULE 10801-01
<TABLE>
<CAPTION>
LMSI
TAG # VENDOR INVOICE # QTY DESCRIPTION SERIAL NUMBER AMOUNT
----- ---------------------------- ------------ --- ------------------------------------ -------------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Lancer USA Inc. 10657 1 Washer w/Basic Basket 6E041472 21,590.01
Lancer USA Inc. 10657 1 41 Jet Rack
Lancer USA Inc. 10657 Discount
Forma Scientific, Inc. 2561090 1 Lab Incubator T/C CO2 26238-0334 36,156.79
Forma Scientific, Inc. 2561090 1 Lab Incubator T/C CO2 38682-00570
Forma Scientific, Inc. 2561090 1 Lab Incubator T/C CO2 38682-00572
Forma Scientific, Inc. 2561090 1 Lab Incubator T/C CO2 28687-00576
Forma Scientific, Inc. 2561090 1 Bio Safety Cabinet 16113-01505
Forma Scientific, Inc. 2561090 1 Bio Safety Cabinet 16114-01509
Forma Scientific, Inc. 2561090 1 Bio Safety Cabinet 16114-01512
Forma Scientific, Inc. 2561090 1 Delux CO2 Backup
Forma Scientific, Inc. 2561090 4 Freezer Inv Basket
Forma Scientific, Inc. 2561090 18 Inv Racks
VWR Scientific Products 52219690 1 Transillum Dual Benchtop 920.13
VWR Scientific Products 52219630 1 Ice Maker 3,402.30
VWR Scientific Products 52219760 1 MP-4 Plus Fixed STD Cooler 2,958.49
VWR Scientific Products 52219760 1 Micro Cooler II
VWR Scientific Products 52219700 1 Lenes for MP-4 246.81
VWR Scientific Products 52219680 1 Vacuum Oven 2,002.63
VWR Scientific Products 53008260 2 Storage Case w/Glazed Doors 2,286.48
Beckman Instruments, Inc. 297067FT07 1 Microfuge Lite w/Carrier 6,263.36
Beckman Instruments, Inc. 297067FT07 1 Microfuge Lite w/Carrier
Beckman Instruments, Inc. 297067FT07 1 Microfuge Lite w/Carrier
Beckman Instruments, Inc. 297067FT07 1 Microfuge Lite w/Carrier
Beckman Instruments, Inc. 297067FT07 1 Microplus Arrier Ay
Nortel 412964 & 801 1 Nortel Phone System & Installation 18,850.73
MacWarehouse 975967500011 1 Powermac 7200/75 6,156.00
MacWarehouse 975967500011 1 Powermac 7200/75
MacWarehouse 975967500011 1 Powermac 7200/75
MacWarehouse 975967500011 1 Powermac 7200/75
MacWarehouse 975967500011 1 Powermac 7200/75
MacWarehouse 975967500011 1 Powermac 7200/75
CDW Computer Centers, Inc. 1 Iomega Zip 100MB Mac/PC SCSI Dr. 33,699.60
CDW Computer Centers, Inc. 1 Nec 4X Multiscan Disc Changer
CDW Computer Centers, Inc. 4 Apple Extended Keyboard
CDW Computer Centers, Inc. 1 Symantec Notron Util V3.2 Mac
</TABLE>
2 of 5
<PAGE> 18
VIROLOGIC, INC.
EXHIBIT A-1 TO SCHEDULE 10801-01
<TABLE>
<CAPTION>
LMSI
TAG # VENDOR INVOICE # QTY DESCRIPTION SERIAL NUMBER AMOUNT
----- ---------------------------- ------------ --- ------------------------------------ -------------------- ----------
<S> <C> <C> <C> <C> <C> <C>
CDW Computer Centers, Inc. 2 USR Sportster 28.8 EXT Voice Mac
CDW Computer Centers, Inc. 10 Iomega Zip Mac 100MB Disk
CDW Computer Centers, Inc. 1 Casady Conflict Catcher III V1.0
CDW Computer Centers, Inc. 1 MS Office V4.21 Mac
CDW Computer Centers, Inc. 1 Aladdin Stuffit Deluxe V4.0
CDW Computer Centers, Inc. 5 MS Office V4.2 Xplatform
CDW Computer Centers, Inc. 9 Apple Design Keyboard II
CDW Computer Centers, Inc. 8 Apple 256K Cache Card 7200/7500
CDW Computer Centers, Inc. 12 Visiontek 16MB Apple 9500
CDW Computer Centers, Inc. 1 Powermac 7600/120
CDW Computer Centers, Inc. 1 Powermac 7600/120
CDW Computer Centers, Inc. 1 Powermac 7600/120
CDW Computer Centers, Inc. 1 Powermac 7600/120
CDW Computer Centers, Inc. 1 HP Laserjet 5MP 6PPM
CDW Computer Centers, Inc. 1 Powermac 7200/120
CDW Computer Centers, Inc. 1 Powermac 7200/120
CDW Computer Centers, Inc. 1 Apple Laserwriter 16/600 PS
CDW Computer Centers, Inc. 1 Sony 15" Monitor
CDW Computer Centers, Inc. 1 Sony 15" Monitor
CDW Computer Centers, Inc. 1 Sony 15" Monitor
CDW Computer Centers, Inc. 1 Sony 15" Monitor
CDW Computer Centers, Inc. 1 Sony 15" Monitor
CDW Computer Centers, Inc. 1 Sony 15" Monitor
CDW Computer Centers, Inc. 1 Sony 15" Monitor
CDW Computer Centers, Inc. 1 Sony 15" Monitor
CDW Computer Centers, Inc. 1 Sony 15" Monitor
CDW Computer Centers, Inc. 1 Nec Multisync 17" Monitor
CDW Computer Centers, Inc. 1 Nec Multisync 17" Monitor
CDW Computer Centers, Inc. 1 Nec Multisync 17" Monitor
CDW Computer Centers, Inc. 1 Nec Multisync 17" Monitor
Beckman Instruments, Inc. 297067FT01 1 Optima XL-100K COX96F14 87,841.40
Beckman Instruments, Inc. 297067FT01 1 Rotor Package 96U579
Beckman Instruments, Inc. 297067FT01 1 Quickseal Tube Kit
Beckman Instruments, Inc. 297067FT01 1 Avanti J-25I JJY96F03
Beckman Instruments, Inc. 297067FT01 1 Avanti J-25 JHY96F19
Beckman Instruments, Inc. 297067FT01 1 Rotor Assembly 96U2119 & 96U2112
</TABLE>
3 of 5
<PAGE> 19
VIROLOGIC, INC.
EXHIBIT A-1 TO SCHEDULE 10801-01
<TABLE>
<CAPTION>
LMSI
TAG # VENDOR INVOICE # QTY DESCRIPTION SERIAL NUMBER AMOUNT
----- ---------------------------- ------------ --- ------------------------------------ -------------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Beckman Instruments, Inc. 297067FT01 1 JA-25.50 F/A Rotor 96U918
Beckman Instruments, Inc. 297067FT01 1 JA-14 Rotor Ay 96U7048
Beckman Instruments, Inc. 297067FT01 1 JLA-10.500 Rotor Ay 96U1182
Beckman Instruments, Inc. 297067FT01 1 Microfuge Lite w/Rotor MSB96E62 / MSB9601
Beckman Instruments, Inc. 297067FT01 1 Microfuge Lite w/Rotor MSB96E64 / MSB9602
Beckman Instruments, Inc. 297067FT01 2 GS-6 Centrifuge 120V GAY96D57 & 65
Beckman Instruments, Inc. 297067FT01 2 GH.3 Rotor Ay w/Alum Buckets 96U21152 / 96U21208
Beckman Instruments, Inc. 297067FT02 1 Tube Topper 1,702.08
Beckman Instruments, Inc. 297067FT02 2 Adapters Yellow
Beckman Instruments, Inc. 297067FT02 2 Green Adapters
Beckman Instruments, Inc. 297067FT02 1 PHI 32 Meter S510A
Beckman Instruments, Inc. 297067FT02 1 Electrode Comb
Beckman Instruments, Inc. 297067FT02 1 Electrode Cable
Beckman Instruments, Inc. 297067FT02 1 AC Adaptor
Beckman Instruments, Inc. 297067FT04 1 DU-640 Color 120V 4320662 13,259.19
Beckman Instruments, Inc. 297067FT04 1 Accesory Option Board
Beckman Instruments, Inc. 297067FT04 1 Single Cell Holder
Beckman Instruments, Inc. 297067FT04 1 Single Cell Holder (50UL Microcell)
Beckman Instruments, Inc. 297067FT04 1 Nucleic Acid Software
Beckman Instruments, Inc. 297067FT04 3 Micro Cell 50 Microliter
Beckman Instruments, Inc. 297067FT04 3 Cuvettes Rect. Quartz
Beckman Instruments, Inc. 297067FT05 1 LS 6500 Mini-Vial, Mono 120V 7068356 17,296.95
VWR Scientific Products 52219770 1 Incubator Model 1925 4,076.70
VWR Scientific Products 52219770 6 Vortex Mixers 9,262.98
VWR Scientific Products 52219770 6 Pipet Aid w/Dual Pump Filter
VWR Scientific Products 52219770 6 Pipet Repeater Eppendorf
VWR Scientific Products 52219770 6 Minicell Power Supply
VWR Scientific Products 52219770 1 Standard Level Balance Model AG104T
VWR Scientific Products 52219770 1 Basic Level Balance
VWR Scientific Products 52219770 1 Water Bath Model 183T
VWR Scientific Products 52219770 1 Water Bath Model 184T
VWR Scientific Products 52219770 1 Orbital Bath
Rainin Instrument Co., Inc. 606600 6 Pipetman 2- 20UL 4,294.04
Rainin Instrument Co., Inc. 606600 6 Pipetman 50- 200UL
Rainin Instrument Co., Inc. 606600 6 Pipetman 100- 1000UL
Reliant Integration Services 1 Mac 7600/132 16/1.2GB 3,648.64
</TABLE>
4 of 5
<PAGE> 20
VIROLOGIC, INC.
EXHIBIT A-1 TO SCHEDULE 10801-01
<TABLE>
<CAPTION>
LMSI
TAG # VENDOR INVOICE # QTY DESCRIPTION SERIAL NUMBER AMOUNT
----- ---------------------------- ------------- --- ------------------------------------ -------------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Reliant Integration Services 1 Mac Extended Keyboard 105
Reliant Integration Services 1 Sony Multiscan 15SX1 Display
Sears 014780262753 1 Conpact Refrigerator 1,338.94
APS Technologies 072596-405-15 1 External Hard Drive MS3243,4.3GB,SR2 1,040.76
Marry X-Ray 336085 1 X-Ray Camera SRX201 11.784.58
Rudolph and Sletten Inc. 08271 1 Architect Fees 24,327.00
Rudolph and Sletten Inc. 08271 1 Gas Hook-up
Rudolph and Sletten Inc. 08271 1 Relocate Wall & Paint Existing Doors
MacWarehouse R3473774 1 Filemaker Pro Server 3.0 1,002.95
MacWarehouse R3427234 1 Quarterdeck Mail SVR-5 User 159.00
MacWarehouse R3387230 1 Retrospect Remote 3.0 1,978.95
MacWarehouse R3387230 4 Microsoft Office 4.2
CDW Computer Centers, Inc. 1 Apple AW Server 8550 2GB 7,121.00
CDW Computer Centers, Inc. 6 WEA Video Ansel Adams Screen Saver 144.00
CDW Computer Centers, Inc. 1 Datawatch Virex Mac V5.6 478.00
CDW Computer Centers, Inc. 1 Kensington Mouse Turbo 98.00
CDW Computer Centers, Inc. 1 Simple 16MB Apple 9500 210.00
CDW Computer Centers, Inc. 1 APS 4GB MS 3243 Mac SCSI EXT 1,016.64
CDW Computer Centers, Inc. 1 Now Bundle Up-To-Date Contact 67.02
CDW Computer Centers, Inc. 1 USR Sportster 28.8 EXT Voice Mac 421.14
CDW Computer Centers, Inc. 1 Claris Filemaker Pro V3.0
CDW Computer Centers, Inc. 1 Asante Friendlynet PB Adapter
CDW Computer Centers, Inc. 1 Now Bundle Up-To-Date Contact 73.13
GRAND TOTAL $645,107.77
</TABLE>
5 of 5
<PAGE> 21
[LEASE MANAGEMENT SERVICES LETTERHEAD]
CERTIFICATE OF ACCEPTANCE
Attached to and made an integral part of Schedule 01 to Equipment Financing
Agreement Number 10801.
TO: LEASE MANAGEMENT SERVICES, INC.
2500 Sand Hill Road, Suite 101
Menlo Park, CA 94025
EQUIPMENT DESCRIPTION
SEE ATTACHED EXHIBIT "A"
We hereby acknowledge receipt, in good condition, of the Equipment described
above or on the attached Exhibit "A". The Equipment has been properly installed
and is operating satisfactorily. We hereby accept said Equipment as
satisfactory in all respects for the purposes of the above Equipment Financing
Agreement. Said Equipment has not been delivered or accepted on a trial basis,
and is free and clear of all liens and encumbrances and adverse claims, with
the exception of the security interest created herein.
We will make all payments to Secured Party, as called for in the Equipment
Financing Agreement. We agree that any rights we may have against the supplier
or vendor of said Equipment will not be asserted as an abatement, defense,
counterclaim, or deduction against Secured Party.
All capitalized terms used herein shall have the same meaning as set forth in
the Equipment Financing Agreement referenced above.
DO NOT SIGN OR DATE THIS FORM UNTIL THE EQUIPMENT IS RECEIVED,
PROPERLY INSTALLED AND IS OPERATING SATISFACTORILY.
DEBTOR:
VIROLOGIC, INC.
By: /s/ MARTIN H. GOLDSTEIN
----------------------------------
Title: Pres & COO
-------------------------------
Date: 10/16/96
-------------------------------