COMPANY and M Sample Clauses

COMPANY and M. I.T. agree to meet and develop an appropriate milestone to substitute for this paragraph based on the new drug discovery business model.” Except as specifically modified or amended hereby, the Agreement shall remain in full force and effect. The Effective Date of this Amendment is the latest date of the official signatures below. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. Please indicate your acceptance of this Amendment by countersigning both copies of this letter and returning one to M.I.T. Sincerely, /s/ Xxxx Xxxxx Xxxx Xxxxx Technology Licensing Officer Agreed to for: Massachusetts Institute of Technology BioTrove, Inc. By: Name: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx By: Name: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx Title: Associate Director Technology License Office Title: Chief Financial Officer Date: June 30, 2005 Date: 2-8-05 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. Technology Licensing Office Massachusetts Institute of Technology Five Cambridge Center, Xxxxxxx Square, Room NE25-230 Cambridge, Massachusetts 02142-1493 Letter Amendment Phone 000-000-0000 Fax 000-000-0000 Email xxx@xxx.xxx xxxx://xxx.xxx.xxx/tlo/ March 10, 2008 Xx. Xxxxx Xxxxxx Chief Technology Officer Vice President, Business Development BioTrove Inc. 12 Xxxx Xxxxxx Suite 4000 Woburn, MA 01801 Re: Amendment to Exclusive License Agreement #4908037 effective May 11, 2001, as amended by letters dated November 17, 2004, December 21, 2004 and February 8, 2005 (the “License Agreement”) for: M.I.T. Case No. 7967, “Method And Apparatus For Performing Microassays,” by Xxx X. Xxxxxx M.I.T. Case No. 91 18, “Molecular Screening In An Array Of Through-Holes,” by Xxxxx X. Xxxxxx, Xxx X. Xxxxxx and Xxxxx X. Xxxxxxx Dear Xxxxx: We appreciate BioTrove’s continued diligence in meeting the material and financial obligations of its License Agreement with M.I.T. While is has made first commercial sales of products and is making progress toward increasing those sales, progress to date has not been as rapid as anticipated. Some provisions of Section 3.1(h) have not been met and further provisions of Sections 3.1(h) and 2.2 are not expected to be met, and, consequently, coul...
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COMPANY and M. I.T. shall amend the Agreement to update Appendix A to include patent applications corresponding to patent rights on the inventions disclosed in the MIT/BRIGHAM/HARVARD Invention Disclosures within [***] days of the filing of such patent applications. Such amendment shall provide that such patent application(s) on a MIT/BRIGHAM/HARVARD Invention Disclosure shall thereafter be included in Appendix A for all purposes of this Agreement. No fees will be due for the addition of any patent application on a MIT/BRIGHAM/HARVARD Invention Disclosure so added to this Agreement.
COMPANY and M. I.T. agree to meet and attempt to develop an appropriate milestone to substitute for this paragraph based on the new drug discovery business model. In the event that M.I.T. determines that COMPANY (or an AFFILIATE or SUBLICENSEE) has failed to fulfill any of its obligations arising under this Section 3.1(h) after December 31, 2010, then M.I.T. may treat such failure as a material breach in accordance with Section 12.3(b). For the purposes of clarity, after the AMENDMENT DATE (as defined below) this Amendment in no way effects the paragraph following Section3.1(h), that states that In the event that M.I.T. determines that COMPANY (or an AFFILIATE or SUBLICENSEE) has failed to fulfill any of its obligations under this section 3.1, then M.I.T. may treat such failure as a material breach in accordance with Section 12.3(b).” As of the Amendment Date, and having given effect to the changes included herein, M.I.T. agrees that COMPANY has met the diligence obligations contained in Section 3 of the License Agreement and waives any claim to the contrary. Except as specifically modified or amended hereby, the Agreement shall remain in full force and effect. This letter amending the License Agreement will take effect as an amendment complying with the terms of Section 14.4 of the License Agreement as of the latest date of the official signatures below (the “AMENDMENT DATE”). Please indicate your acceptance of this Amendment by countersigning both copies of this letter and returning one to M.I.T. Best regards, /s/ Xxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxxx Technology Licensing Officer Agreed to for: Massachusetts Institute of Technology BioTroye, Inc. By: /s/ Xxxx X. Xxxxxx, Xx. By: /s/ Xxxxx Xxxxxx Name Xxxx X. Xxxxxx, Xx. Name Xxxxx Xxxxxx Title Associate Director Technology Licencing Office Title Chief Technology Officer Date March 13, 2008 Date March 13, 2008
COMPANY and M. I.T. hereby agree that, subject to and upon the closing of the Merger, M.I.T., WXXXXXXXX, HARVARD and HOSPITAL shall be entitled to receive, and Company shall cause to be issued to M.I.T., WXXXXXXXX, HARVARD and HOSPITAL, shares of the common stock of Cerulean as estimated in the pro forma capitalization table attached as Exhibit 1, but which may be adjusted downward, proportionately based on any issuance of options to purchase common stock to be issued by the Company to its directors, employees and consultants on or after the Second Amendment Effective Date but prior to the Merger, but which in no event shall be less than the number of shares of Common Stock owned or controlled by M.I.T., WXXXXXXXX, HARVARD and HOSPITAL as of the date hereof as set forth in Exhibit 1. Company shall deliver the shares due to M.I.T., WXXXXXXXX, HARVARD and HOSPITAL within thirty (30) days of the closing of the Merger.

Related to COMPANY and M

  • Extent of Employment (a) During the Term of Employment, the Executive shall perform his obligations hereunder faithfully and to the best of his ability at the principal executive offices of the Company, under the direction of the Board of Directors and/or Chairman of the Board, President and Chief Executive Officer of the Company, and shall abide by the rules, customs and usages from time to time established by the Companies.

  • Transfer of Employees 4.16 At least three (3) regular work days' notice shall be given to the Union and the employees before workers are transferred from one reporting headquarters to another reporting headquarters. Upon failure to give three (3) days' notice, as stated above, the Employer shall pay one (1) additional day's subsistence for each day notice is not given, as defined in paragraph 5.2 to the existing shop headquarters. Where such penalty is applicable, it shall be based upon the headquarters from which the employee is being transferred. The notice of transfer required by this Section to be given to the Union shall be in writing to the Local Union's Business Office. The postmark date of such letter shall govern compliance. If the transfer is the result of the employee's request made through his/her Xxxxxxx or if no Xxxxxxx is available, the Business Representative, the reimbursement shall be waived. CAMP ACCOMMODATIONS

  • Company Affiliates No later than 30 days after the date of this Agreement, the Company shall deliver to Parent a list of names and addresses of those persons who were, in the Company’s reasonable judgment, on such date, affiliates (within the meaning of Rule 145 of the rules and regulations promulgated under the Securities Act (each such person being a “Company Affiliate”)) of the Company. The Company shall provide Parent with such information and documents that the Company has in its possession as Parent shall reasonably request for purposes of reviewing such list. The Company shall use its reasonable best efforts to deliver or cause to be delivered to Parent, prior to the Effective time, an affiliate letter substantially in the form attached hereto as Exhibit 6.08, executed by each of the Company Affiliates identified in the foregoing list and any person who shall, to the knowledge of the Company, have become a Company Affiliate subsequent to the delivery of such list.

  • Employment of Employee (a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employee’s employment, nor shall anything in this Agreement affect any right which the Company may have to terminate Employee’s employment at any time in any lawful manner.

  • Cooperation With Company After Termination of Employment Following termination of Executive’s employment for any reason, Executive shall fully cooperate with the Company in all matters relating to the winding up of Executive’s pending work including, but not limited to, any litigation in which the Company is involved, and the orderly transfer of any such pending work to such other employees as may be designated by the Company.

  • Commencement of Employment 2.1 The Employment will start on 28 April 2003 (the “Commencement Date”). The Employment will continue until termination in accordance with the provisions of this agreement.

  • Contract of Employment 4.1 The employment status of Employees shall be as agreed between the Parties and recorded in writing.

  • Non-Recruitment of Employees During the Restricted Period, Executive will not, directly or indirectly, solicit, recruit or induce any Employee to (i) terminate his or her employment relationship with the Company or any of its Subsidiaries or (ii) work for any other person or entity engaged in the Business.

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