Entry into a Material Definitive

On December 23, 2020, Exagen Inc. (the "Company") and Janssen Biotech, Inc. ("Janssen") entered into an amendment to the Co-Promotion Agreement (the "Amendment"), dated December 10, 2018 (the "Co-Promotion Agreement"). Pursuant to the Amendment, the predetermined average baseline for total prescribed units of SIMPONI


for the quarters ending December 31, 2020, March 31, 2021 and June 30, 2021, was adjusted to approximately 28,750 prescribed units per quarter, subject to adjustment under certain circumstances. For the first and second quarter of 2021, the Company will be entitled to an amended quarterly tiered promotion fee ranging from $500 to $1,000 per prescription based on the incremental increase in total prescribed units of SIMPONI


for that quarter over this predet ermined baseline. Pursuant to the Amendment, for each of the first and second quarters of 2021, the Company will receive a minimum promotion fee of $0.3 million and the fee will be capped at 10% above the adjusted predetermined baseline. The Company will continue to receive a minimum promotion fee of $0.3 million and the fee will be capped at 5% above the adjusted predetermined baseline for the quarter ended December 31, 2020. The quarterly tiered promotion fee for the remaining term of the Co-Promotion Agreement beginning with the quarter ended September 30, 2021 will revert to the terms set forth in the Co-Promotion Agreement, with no minimum promotion fee and no cap on predetermined baseline units. The term of the Co-Promotion Agreement continues to expire on December 31, 2021, unless extended by the Company for an additional 12 months upon 180 days written notice prior to the end of the current term, or unless earlier terminated pursuant to its terms. If the Company elects to extend the term, the predetermined baseline for 2022 will be subject to future agreement by the Company and Janssen.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K to be filed for the year ending December 31, 2020, portions of which will be redacted for confidentiality purposes.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: December 28, 2020


/s/ Kamal Adawi

Kamal Adawi

Chief Financial Officer

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