Examples of Celgene RIVOT in a sentence
Solely with respect to the rights and obligations under this Master Research and Collaboration Agreement outside of the United States (subject to Section 12.14): CELGENE RIVOT LLC By its managing member, Celgene RIVOT Ltd.
Juno hereby acknowledges, agrees, and consents to (i) the Transfer, (ii) the assignment by Celgene RIVOT and assumption by Celgene Switzerland of each of the Assigned Documents and the Assumed Liabilities contemplated hereby, and (iii) the amendments and joinders contemplated by Section 2 and Section 3 hereof, in each case of (i), (ii) and (iii), effective as of the date hereof for all purposes under each Transaction Document.
Subject to the terms and conditions set forth in this Agreement, at the Closing, the Company shall issue and sell to Celgene RIVOT, and Celgene RIVOT shall purchase from the Company, 9,137,672 shares of Common Stock, representing 10% of the outstanding shares of Common Stock as of 5 pm Pacific Time on the day prior to the date hereof.
By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: President and CEO Celgene RIVOT Ltd.
Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Celgene Corporation 00 Xxxxxx Xxxxxx Summit, NJ 07901 Attention: Legal Department Telephone: (000) 000-0000 Facsimile: [**] and Celgene RIVOT Ltd.
Secretary EXHIBIT A Resolutions EXHIBIT B Restated Certificate of Incorporation EXHIBIT C Bylaws EXHIBIT D FORM OF OFFICER’S CERTIFICATE The undersigned, the [Chief Executive Officer][Chief Financial Officer] of Juno Therapeutics, Inc., a Delaware corporation (the “Company”), pursuant to Section 5.1(g) of the Share Purchase Agreement, dated as of , by and among the Company, Celgene Corporation and Celgene RIVOT Ltd.
Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Celgene Corporation 00 Xxxxxx Xxxxxx Summit, NJ 07901 Attention: Legal Department Telephone: (000) 000-0000 Facsimile: [**] and Celgene RIVOT Ltd.
For the avoidance of doubt, any transfer, or issuance, of any capital stock or ownership interests in Celgene RIVOT or any controlled Affiliate of Celgene Corporation that causes Celgene RIVOT or any Permitted Transferee that then holds Purchased Shares to no longer be a direct or indirect wholly owned controlled subsidiary of Celgene Corporation shall be deemed a Disposition for all purposes under this Agreement.
The project was carried out under a Specific Contract, No. SRSS/SC2018/044 Lot 1, between PricewaterhouseCoopers EU Services EESV and Structural Reform Support Service of the European Commission.
The Company and the Celgene Parties hereby acknowledge and agree that (a) Celgene Switzerland is the party to this Agreement with respect to all rights and obligations (including payment obligations) under this Agreement with respect to the Shares; and (b) Celgene Corp., Celgene Switzerland or Celgene RIVOT, at the discretion of Celgene Corp., shall undertake all other actions permitted or required to be taken by Celgene.