Additional Beneficiaries. No additional beneficiaries may be added except upon the prior written consent of Depositor and Beneficiary, which consent shall not be unreasonably withheld provided, at a minimum, the addition of such additional beneficiary(ies) shall be subject to the following conditions: (i) access to Deposit Materials by any such additional beneficiary(ies) shall be limited to access reasonably necessary in connection with Retained Products (as defined in the Platform Contract), (ii) such access shall, unless otherwise agreed to by Beneficiary in writing, be limited to a release for a period of [**] business days, at which point such Deposit Materials shall be returned to Escrow Associates or, in the event a termination or a release condition under Exhibit C of this Agreement has occurred, administered in accordance with the terms and conditions of this Agreement governing disposition of the Deposit Materials in the event of termination or the occurrence of the release conditions set forth in Exhibit C, (iii) Beneficiary shall at all times maintain a priority position with regard to access to any Deposit Materials, (iv) Beneficiary’s rights pursuant to the Calando/Cerulean Contracts or this Agreement shall not be adversely affected, (v) Depositor shall disclose to Beneficiary the identity of such additional beneficiary(ies), the scope of the requested access, and such additional beneficiary(ies) shall enter into an appropriate written agreement to which Beneficiary shall, at its sole discretion, have the right to join as a party, and (vi) Depositor shall be liable for any costs associated therewith (and shall constitute a Paying Party for purposes of such beneficiary(ies)). For the avoidance of doubt, the release of Depositor and assumption of costs and indemnification obligations set forth in Section 3(a) of the Agreement shall not apply to any activities related to such additional beneficiary(ies).
Appears in 2 contracts
Samples: Platform Agreement, Platform Agreement (Cerulean Pharma Inc.)
Additional Beneficiaries. No additional beneficiaries may be added except upon the prior written consent of Depositor and Beneficiary, which consent shall not be unreasonably withheld provided, at a minimum, the addition of such additional beneficiary(ies) shall be subject to the following conditions: (i) access to Deposit Materials by any such additional beneficiary(ies) shall be limited to access reasonably necessary in connection with Retained Products (as defined in the Platform Contract), (ii) such access shall, unless otherwise agreed to by Beneficiary in writing, be limited to a release for a period of [**] business days, at which point such Deposit Materials shall be returned to Escrow Associates or, in the event a termination or a release condition under Exhibit C of this Agreement has occurred, administered in accordance with the terms and conditions of this Agreement governing disposition of the Deposit Materials in the event of termination or the occurrence of the release conditions set forth in Exhibit C, (iii) Beneficiary shall at all times maintain a priority position with regard to access to any Deposit Materials, (iv) Beneficiary’s rights pursuant to the Calando/Cerulean Contracts or this Agreement shall not be adversely affected, (v) Depositor shall disclose to Beneficiary the identity of such additional beneficiary(ies), the scope of the requested access, and such additional beneficiary(ies) shall enter into an appropriate written agreement to which Beneficiary shall, at its sole discretion, have the right to join as a party, and (vi) Depositor shall be liable for any costs associated therewith (and shall constitute a Paying Party for purposes of such beneficiary(ies)). For the avoidance of doubt, the release of Depositor and assumption of costs and indemnification obligations set forth in Section 3(a) of the Agreement shall not apply to any activities related to such additional beneficiary(ies). Escrow Associates, LLC U.S. Three-Party Escrow Agreement Cerulean Pharma Inc and Calando Pharmaceuticals, Inc June 2009 WITNESS WHEREOF, the parties have executed this Agreement by and through their duly authorized agents as of the Effective Date. Depositor Signature: /s/ Xxxxxxxxxxx Xxxxxxxx Name: Xxxxxxxxxxx Xxxxxxxx Title: Chief Executive Officer Company: Calando Pharmaceuticals, Inc. Date: 6/22/09 Contract Negotiated by: Negotiator Telephone: Beneficiary Signature: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: General Counsel Company: Cerulean Pharma Inc. Date: 6/19/09 Contract Negotiated by: Negotiator Telephone: Escrow Associates, LLC Signature: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: President Date: 6-18-09 Escrow Associates, LLC U.S. Three-Party Escrow Agreement Cerulean Pharma Inc and Calando Pharmaceuticals, Inc June 2009 Exhibit A Schedule of Fees (Initial Year / Renewal) Three-Party Agreement $ [**] Three-Party escrow agreement includes: • Contract review & agreement drafting assistance • Customization & set-up of agreement • [**] updates to escrow deposit material • FTP depositing services • Visual Inspection & Reports • Online account management • [**] Releases & re-depositing of same Deposit Materials per year • $[**] per additional release over [**] • Notifications to all parties • One Deposit account ([**] Cu. Ft.) w/ state of the art media vault & Document Archive storage Additional Deposit Accounts: $ [**] Annual Fee. Includes; [**] updates, FTP depositing, visual inspection and Reports, Notifications to all parties, online account access & [**] cu. ft. media vault storage allowance. For the avoidance of doubt, any releases above the [**] releases set forth above are at the rate of $[**] per additional release. Additional Storage $[**] /Cu. Ft. Annual Fee for storage required over and above standard [**] Cu. Ft allocation. Hourly Consulting Services (If necessary) Account Specialist $ [**] / hr. Executive $ [**] / hr. Additional Beneficiary: Then Current fee Schedule Annual fee for efficiently enrolling additional Beneficiary to the existing escrow agreement. Escrow Associates, LLC U.S. Three-Party Escrow Agreement Cerulean Pharma Inc and Calando Pharmaceuticals, Inc June 2009 Exhibit B – FA Deposit Account ONLY Deposit Materials Please complete Exhibit B form and enclose a copy with the Deposit Materials or contact us for details on electronic depositing.
Appears in 1 contract
Samples: It 101 Agreement
Additional Beneficiaries. No additional beneficiaries may be added except upon the prior written consent of Depositor and Beneficiary, which consent shall not be unreasonably withheld provided, at a minimum, the addition of such additional beneficiary(ies) shall be subject to the following conditions: (i) access to Deposit Materials by any such additional beneficiary(ies) shall be limited to access reasonably necessary in connection with Retained Products (as defined in the Platform Contract), (ii) such access shall, unless otherwise agreed to by Beneficiary in writing, be limited to a release for a period of [**] business days, at which point such Deposit Materials shall be returned to Escrow Associates or, in the event a termination or a release condition under Exhibit C of this Agreement has occurred, administered in accordance with the terms and conditions of this Agreement governing disposition of the Deposit Materials in the event of termination or the occurrence of the release conditions set forth in Exhibit C, (iii) Beneficiary shall at all times maintain a priority position with regard to access to any Deposit Materials, (iv) Beneficiary’s rights pursuant to the Calando/Cerulean Contracts or this Agreement shall not be adversely affected, (v) Depositor shall disclose to Beneficiary the identity of such additional beneficiary(ies), the scope of the requested access, and such additional beneficiary(ies) shall enter into an appropriate written agreement to which Beneficiary shall, at its sole discretion, have the right to join as a party, and (vi) Depositor shall be liable for any costs associated therewith (and shall constitute a Paying Party for purposes of such beneficiary(ies)). For the avoidance of doubt, the release of Depositor and assumption of costs and indemnification obligations set forth in Section 3(a) of the Agreement shall not apply to any activities related to such additional beneficiary(ies).. Escrow Associates, LLC U.S. Three-Party Escrow Agreement Cerulean Pharma Inc and Calando Pharmaceuticals, Inc June 2009
Appears in 1 contract
Samples: 101 Agreement
Additional Beneficiaries. No additional beneficiaries may be added except upon the prior written consent of Depositor and Beneficiary, which consent shall not be unreasonably withheld provided, at a minimum, the addition of such additional beneficiary(ies) shall be subject to the following conditions: (i) access to Deposit Materials by any such additional beneficiary(ies) shall be limited to access reasonably necessary in connection with Retained Products (as defined in the Platform Contract), (ii) such access shall, unless otherwise agreed to by Beneficiary in writing, be limited to a release for a period of [**] business days, at which point such Deposit Materials shall be returned to Escrow Associates or, in the event a termination or a release condition under Exhibit C of this Agreement has occurred, administered in accordance with the terms and conditions of this Agreement governing disposition of the Deposit Materials in the event of termination or the occurrence of the release conditions set forth in Exhibit C, (iii) Beneficiary shall at all times maintain a priority position with regard to access to any Deposit Materials, (iv) Beneficiary’s rights pursuant to the Calando/Cerulean Contracts or this Agreement shall not be adversely affected, (v) Depositor shall disclose to Beneficiary the identity of such additional beneficiary(ies), the scope of the requested access, and such additional beneficiary(ies) shall enter into an appropriate written agreement to which Beneficiary shall, at its sole discretion, have the right to join as a party, and (vi) Depositor shall be liable for any costs associated therewith (and shall constitute a Paying Party for purposes of such beneficiary(ies)). For the avoidance of doubt, the release of Depositor and assumption of costs and indemnification obligations set forth in Section 3(a) of the Agreement shall not apply to any activities related to such additional beneficiary(ies). Escrow Associates, LLC U.S. Three-Party Escrow Agreement Cerulean Pharma Inc and Calando Pharmaceuticals, Inc June 2009 WITNESS WHEREOF, the parties have executed this Agreement by and through their duly authorized agents as of the Effective Date. Depositor Signature: /s/ Xxxxxxxxxxx Xxxxxxxx Name: Xxxxxxxxxxx Xxxxxxxx Title: Chief Executive Officer Company: Calando Pharmaceuticals, Inc. Date: 6/22/09 Contract Negotiated by: Negotiator Telephone: Beneficiary Signature: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: General Counsel Company: Cerulean Pharma Inc. Date: 6/19/09 Contract Negotiated by: Negotiator Telephone: Escrow Associates, LLC Signature: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: President Date: 6-18-09 Escrow Associates, LLC U.S. Three-Party Escrow Agreement Cerulean Pharma Inc and Calando Pharmaceuticals, Inc June 2009 Exhibit A Schedule of Fees (Initial Year / Renewal) Three-Party Agreement $ [**] Three-Party escrow agreement includes: • Contract review & agreement drafting assistance • Customization & set-up of agreement • [**] updates to escrow deposit material • FTP depositing services • Visual Inspection & Reports • Online account management • [**] Releases & re-depositing of same Deposit Materials per year • $[**] per additional release over [**] • Notifications to all parties • One Deposit account ([**] Cu. Ft.) w/ state of the art media vault & Document Archive storage Additional Deposit Accounts: $ [**] Annual Fee. Includes; [**] updates, FTP depositing, visual inspection and Reports, Notifications to all parties, online account access & [**] cu. ft. media vault storage allowance. For the avoidance of doubt, any releases above the [**] releases set forth above are at the rate of $[**] per additional release. Additional Storage $ [**] /Cu. Ft. Annual Fee for storage required over and above standard [**] Cu. Ft allocation. Hourly Consulting Services (If necessary) Account Specialist $ [**] / hr. Executive $ [**] / hr. Additional Beneficiary: Then Current fee Schedule Annual fee for efficiently enrolling additional Beneficiary to the existing escrow agreement. Escrow Associates, LLC U.S. Three-Party Escrow Agreement Cerulean Pharma Inc and Calando Pharmaceuticals, Inc June 2009 Exhibit B – FA Deposit Account ONLY Deposit Materials Please complete Exhibit B form and enclose a copy with the Deposit Materials or contact us for details on electronic depositing. Attn: Vault Manager Escrow Associates, LLC 0000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx, XX 00000 XXX xxxx@xxxxxxxxxxxxxxxx.xxx 1-800-813-3523 Company Name: Calando Pharmaceuticals, Inc. Escrow Associates Deposit Account Name & Number: FA X Three-Party Agreement X New Deposit Account ¨ Two-Party Agreement ¨ Update to existing Deposit Account Please list specific Beneficiaries under a Two-Party Agreement associated with this product/ update or check here to apply to all Beneficiaries: ¨ Media Description: Quantity Type Description / Label DVD/CDR DAT/DDS Tape Documentation X Other -(i) paper deposit of [**] laboratory notebooks, (ii) a digital copy of such laboratory notebooks, and (iii) a master inventory list referencing each deposited laboratory notebook Book Number Title No. of Pages Issued To Issued On End Date Calando/Cerulean Contracts Designation* Confidential Materials omitted and filed separately with the Securities and Exchange Commission. A total of one page was omitted. [**] Escrow Associates, LLC U.S. Three-Party Escrow Agreement Cerulean Pharma Inc and Calando Pharmaceuticals, Inc June 2009 Deposit Prepared by: Deposit Accepted by (Escrow Associates): Signed: Signed: E-mail: Name: Date: Date: Escrow Associates, LLC U.S. Three-Party Escrow Agreement Cerulean Pharma Inc and Calando Pharmaceuticals, Inc June 2009 Exhibit B – PA Deposit Account ONLY Deposit Materials Please complete Exhibit B form and enclose a copy with the Deposit Materials or contact us for details on electronic depositing. Attn: Vault Manager Escrow Associates, LLC 0000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx, XX 00000 XXX xxxx@xxxxxxxxxxxxxxxx.xxx 1-800-813-3523 Company Name: Calando Pharmaceuticals, Inc. Escrow Associates Deposit Account Name & Number: PA X Three-Party Agreement X New Deposit Account ¨ Two-Party Agreement ¨ Update to existing Deposit Account Please list specific Beneficiaries under a Two-Party Agreement associated with this product/ update or check here to apply to all Beneficiaries: ¨ Media Description: Quantity Type Description / Label DVD/CDR DAT/DDS Tape Documentation X Other -(i) paper deposit of [**] laboratory notebooks, (ii) a digital copy of such laboratory notebooks, and (iii) a master inventory list referencing each deposited laboratory notebook Book Number Title No. of Pages Issued To Issued On End Date Calando/Cerulean Contracts Designation* Escrow Associates, LLC U.S. Three-Party Escrow Agreement Cerulean Pharma Inc and Calando Pharmaceuticals, Inc June 2009 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. A total of one page was omitted. [**] Deposit Prepared by: Deposit Accepted by (Escrow Associates): Signed: Signed: E-mail: Name: Date: Date: Escrow Associates, LLC U.S. Three-Party Escrow Agreement Cerulean Pharma Inc and Calando Pharmaceuticals, Inc June 2009 Exhibit B – RA Deposit Account ONLY Deposit Materials - Please complete Exhibit B form and enclose a copy with the Deposit Materials or contact us for details on electronic depositing. Attn: Vault Manager Escrow Associates, LLC 0000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx, XX 00000 XXX xxxx@xxxxxxxxxxxxxxxx.xxx 1-800-813-3523 Company Name: Calando Pharmaceuticals, Inc. Escrow Associates Deposit Account Name & Number: RA X Three-Party Agreement X New Deposit Account ¨ Two-Party Agreement ¨ Update to existing Deposit Account Please list specific Beneficiaries under a Two-Party Agreement associated with this product/ update or check here to apply to all Beneficiaries: ¨ Media Description: Quantity Type Description / Label DVD/CDR DAT/DDS Tape Documentation X Other -(i) paper deposit of [**] laboratory notebooks, (ii) a digital copy of such laboratory notebooks, and (iii) a master inventory list referencing each deposited laboratory notebook Book Number Title No. of Pages Issued To Issued On End Date Calando/Cerulean Contracts Designation* Confidential Materials omitted and filed separately with the Securities and Exchange Commission. A total of three pages were omitted. [**] Escrow Associates, LLC U.S. Three-Party Escrow Agreement Cerulean Pharma Inc and Calando Pharmaceuticals, Inc June 2009 Deposit Prepared by: Deposit Accepted by (Escrow Associates): Signed: Signed: E-mail: Name: Date: Date: Credit Card/Wire Transfer Payment Form CREDIT CARD PAYMENT INFORMATION Company Name / Account Number: Credit Card Number: Expiration Date: Card Type (Amex / Visa / etc.): Billing Name: Billing Address: Billing City State Zip: Transaction Amount:
Appears in 1 contract
