SCRIPPS warrants and represents that it has the full right, title and power to grant the license set forth in this Agreement, and that there are no outstanding agreements, assignments claims or encumbrances applicable to SCRIPPS which are inconsistent with the provisions of this Agreement. SCRIPPS makes no expressed or implied warranty as to merchantability or fitness for any particular purpose as to the Licensed Products. HOUGHTEN warrants and represents that he is not bound by any agreement to any other party, including without limit any present or previous employer or partner which precludes him from entering into or performing the Agreement or which would be violated or infringed upon by entering into or performing this Agreement.
SCRIPPS. As of the date of execution of the MTA, Scripps contributes to and participates in the following multiemployer pension plans: (i) the GCIU Employers Retirement Fund, City of Industry, California (for Bremerton, Washington; Evansville, Indiana; and Knoxville, Tennessee Pressmen) and (ii) the CWA/ITU Negotiated Pension Plan, Colorado Springs, Colorado (for Evansville, Indiana and Knoxville, Tennessee Mailers). Journal and Newco agree that Evansville Courier Company will continue, after the Newspaper Merger Effective Time, to be a participating employer in the CWA/ITU Negotiated Pension Plan for its Mailers in Evansville, Indiana; provided, however, that nothing in this Agreement shall preclude Evansville Courier Company from withdrawing from this plan, completely or partially, but in such case, Newco agrees that it and Evansville Courier Company will be jointly liable for any withdrawal liability assessment at the time of any such withdrawal. With regard to the CWA/ITU Negotiated Pension Plan (for Knoxville, Tennessee Mailers), Newco agrees that it will become a successor employer to Scripps’ obligations to contribute to these plans, will comply with the Sale of Assets provisions of ERISA Section 4204 if applicable to the Transactions, and will cooperate with Scripps and each of the plans as reasonably requested to execute such contracts or agreements as necessary to evidence this intent and agreement. Further, nothing in this Agreement shall prevent Newco from withdrawing from the CWA/ITU Negotiated Pension Plan, completely or partially, but in such case, Newco will be liable for any withdrawal liability assessment at the time of such withdrawal. Prior to the Closing Date, Scripps will use commercially reasonable efforts to withdraw, on behalf of itself and all of its Subsidiaries, from the GCIU Employers Retirement Fund. Scripps will also use commercially reasonable efforts to negotiate a lump sum settlement of its withdrawal liability to the GCIU Employers Retirement Fund equal to (or less than) the present value of its monthly payments to the fund and obtain a release of any liability (including liability assessments of additional withdrawal liability in the event of a mass withdrawal, including any subsequent reallocation or redetermination of withdrawal liability) to the fund. Newco shall be responsible for any future assessments of additional withdrawal liability as a result of a mass withdrawal from the fund, including any subsequent reallocation or ...
SCRIPPS. During the Transition Period, Scripps will provide Journal Broadcast Employees the same sick pay and vacation benefits as Journal provided to such employees prior to the Closing Date, and shall carry over and grant credit for all such related seniority, length of service, and unused balances at the Closing Date as are used to measure the unused benefits available for the remainder of the calendar year at the Closing Date. Scripps or Journal also will provide the same sick pay and vacation benefits to Journal Newspaper Leave Employees as Journal provided to such employees prior to Closing. Scripps also will provide the same short term disability, paid time off, and vacation benefits to Scripps Newspaper Leave Employees as it provided to such employees prior to Closing.
SCRIPPS. Scripps acknowledges and agrees that, except as otherwise provided herein, at and after the Distribution Time, it shall assume or retain, as applicable, and hereby agrees to pay, perform, fulfill and discharge all Liabilities under any retention, severance or termination pay program, practice, policy or procedure maintained by Scripps or Journal or any of their respective Affiliates or Subsidiaries for Scripps Participants and Journal Participants.
SCRIPPS. LICENSEE: THE SCRIPPS RESEARCH INSTITUTE STEMCELLS, INC. By: _______________________________ By: _______________________________ Name: _____________________________ Xxxxxx X. Xxxxxxxx Title: ____________________________ Senior Vice President EXHIBIT 10.90 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made as of this 8th day of June, 1998 (the "Effective Date"), as amended and restated as of June 8, 1999, by and between CytoTherapeutics, Inc., a Delaware corporation ("Employer") having its principal place of business at 000 Xxxxxx Xxxxxxxxxx Highway, Lincoln, Rhode Island 02865 and XXXXXX X. XXXXXXXX ("Employee") with a principal residence at 0 Xxxxx Xxxxxxx Xxxxx, Xxxx Xxxxxx, Xxx Xxxxxx 00000-0000, collectively referred to as the "parties."
SCRIPPS. LICENSEE: THE SCRIPPS RESEARCH INSTITUTE OPTIMER PHARMACEUTICALS, Inc. By: By: Title: Title: EXHIBIT A DISCLOSURE OF TECHNOLOGY TSRI 473.0 US issued patent # 5,599,915 "Sialyl Xxxxx X Mimetics" by Drs. Xxxx and Kajimoto TSRI 473.1 US issued patent # 5,614,615 "Sialyl Xxxxx X Mimetics Incorporating Fucopeptides" by Xx. Xxxx TSRI 473.2 Foreign Cases: Canada #2,414,107 "Sialyl Xxxxx X Mimetics" by Drs. Xxxx and Kajimoto China Japan Singapore South Korea TSRI 473.3 US patent application #08/933,775 "Sialyl Xxxxx X Mimetics Incorporating Fucopeptides" by Drs. Wong, Lin, and Kajimoto TSRI 473.4 US patent application #09/088,411 "Fucopeptide Mimetics" by Drs. Xxxx and Xxxxx TSRI 552.1 US patent application #08/918,858 "Liposomic Sialyl Xxxxx X Mimetics" by Drs. Xxxx, Xxx and Xxxxxxxxx TSRI 557.0 US issued patent #5,837,862 "Sialyl Xxxxx X Mimetics Incorporating Mannopeptides" by Drs. Wong, Kajimoto, Marron, Woltering, and Xxxxx-Xxxxxxx TSRI 566.0 US issued patent #5,830,871 "Inhibitors of E-, P—and L-Selectin Binding" by Drs. Xxxx, Xxxxx-Varas, and Lin TSRI 597.1 US provisional patent application #60/111,696 "Preparation of 1 and 2 Fluorsugars and Their Glycosides Using the Selectfluor Fluoridination Reagent" by Drs. Xxxx Xxxxxxx, Xxxx, and Zhang TSRI 663.0 US provisional patent application #60/096,003 "Alpha 2,8/2,9 Polysialtransferase" by Drs. Wong, Shen, and Datta TSRI 664.0 US provisional patent application #60/096,001 "Programmed One-Pot Multistep Assembly of Oligosaccharides" by Drs. Wong, Zhang, Ollman, Baasov, and Ye Including copyright registration of the computer program EXHIBIT B FORM OF SUBLICENSE This Sublicense Term Sheet is entered into and made effective as of , 19 by and between , a located at ("Licensee") and , a located at ("Sublicensee").
SCRIPPS. LICENSEE: THE SCRIPPS RESEARCH INSTITUTE OPTIMER PHARMACEUTICALS, Inc. By: /s/ Xxxxxx XxXxxxxxx By: /s/ Xxxxxxx Xxxxx Title: Executive Vice President Title: CEO 13 EXHIBIT A DISCLOSURE OF TECHNOLOGY TSRI 609.1 US Patent Application #09/581,044 "HIV/FIV Protease Inhibitors Having a Small P3 Residue" by Drs. Wong, Lee, and Elder TSRI 609.1 EP Issued Patent 1039886 "HIV/FIV Protease Inhibitors Having a Small P3 Residue" by Drs. Wong, Lee, and Elder TSRI 609.1 PCT WO 99/29322 "HIV/FIV Protease Inhibitors Having a Small P3 Residue" by Drs. Wong, Lee, and Elder This Sublicense Term Sheet is entered into and made effective as of , 20 by and between , a located at ("Licensee") and , a located at ("Sublicensee").
SCRIPPS. LICENSEE: THE SCRIPPS RESEARCH INSTITUTE STEMCELLS, INC. By: _______________________________ By: _______________________________ Name: _____________________________ Xxxxxx X. Xxxxxxxx Title: ____________________________ Senior Vice President
SCRIPPS. LICENSEE: THE SCRIPPS RESEARCH INSTITUTE STEMCELLS, INC. By: By: ------------------------------ ------------------------------ Name: Xxxxxx X. Xxxxxxxx ---------------------------- Title: Senior Vice President --------------------------- EXHIBIT A DISCLOSURE OF TECHNOLOGY [* ] * This confidential portion has been omitted and filed separately with the Commission EXHIBIT B SCRIPPS PATENT RIGHTS
SCRIPPS. LICENSEE: THE SCRIPPS RESEARCH INSTITUTE STEMCELLS, INC. By: By: ------------------------------- ----------------------------------- Title: Title: ------------------------------- ----------------------------------- EXHIBIT A DISCLOSURE OF TECHNOLOGY [* ] * This confidential portion has been omitted and filed separately with the Commission EXHIBIT B SCRIPPS PATENT RIGHTS [* ]
