ALTEON INC Sample Clauses

ALTEON INC. By: /s/ Jamex X. Xxxxxx --------------------------- Jamex X. Xxxxxx Chairman and Chief Executive Officer Accepted and Agreed this 30th day of June, 1998 HOECHST MARIXX XXXXXXX, XXC. By: /s/ Terrx X. Xxxxxxx ----------------------------- Terrx X. Xxxxxxx Vice President
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ALTEON INC. Selling Securityholder Notice and Questionnaire The undersigned beneficial owner of common stock, par value $0.01 per share (the “Common Stock”), of Alteon Inc., a Delaware corporation (the “Company”), (the “Registrable Securities”) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of April 19, 2006 (the “Registration Rights Agreement”), among the Company and the Purchasers named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus.
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ALTEON INC. By: /s/ Xxxxx X. Xxxxxx -------------------------- Name: Xxxxx X. Xxxxxx Title: Chairman and Chief Executive Officer GENENTECH, INC. By: /s/ Xxxxxxxx X. Xxxxx --------------------- Name: Xxxxxxxx X. Xxxxx Title: Vice President EXHIBIT A LICENSED PATENTS * * Confidential Treatment Requested EXHIBIT B AGE-INHIBITOR CANDIDATES ALT-946 EXHIBIT C SECOND GENERATION CANDIDATES ALT-946 EXHIBIT D * * Confidential Treatment Requested
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ALTEON INC. By: ----------------------------- Name: Xxxxx X. Xxxxxx Title: Chairman and Chief Executive Officer REGISTRAR AND TRANSFER COMPANY By: ----------------------------- Name: Title:
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ALTEON INC. SPECIAL COMPENSATION SUBCOMMITTEE RESOLUTIONS Adopted December 18, 2002 RESOLVED, that, in connection with the extension of his employment agreement, the Company grant to Xx. xxXxxxx an incentive stock option (or to the extent that such option does not qualify as an incentive stock option, a non-qualified stock option), pursuant to the Company's 1995 Stock Option Plan (the "Plan"), to purchase 100,000 shares of common stock of the Company with an exercise price per share of $1.87 which is current fair market value as determined under the Plan. Such option shall be in the form of, and on such terms and conditions as provided in, the Company's standard form of Stock Option Grant Agreement currently in effect with such additional provisions as contemplated by Section 4(d) of Xx. xxXxxxx'x employment agreement. Such Stock Option Grant Agreement shall provide, on condition that Xx. xxXxxxx is employed by the Company on the relevant vesting dates and that option shares shall vest as follows:
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ALTEON INC. This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Stockholders Rights Agreement dated as of ____________, 1995 (the "Rights Agreement"), between Alteon Inc., a Delaware corporation (the "Company"), and Registrar and Transfer Company, as Rights Agent (the "Rights Agent"), unless the Rights evidenced hereby shall have been previously redeemed by the Company, to purchase from the Company at any time after the Distribution Date (as defined in the Rights Agreement) and prior to 5:00 p.m., New York City time, on the 10th anniversary of the date of the Rights Agreement (the "Expiration Date"), at the principal office of the Rights Agent, or its successors as Rights Agent, one one-thousandths (1/1,000ths) of a fully paid, nonassessable share of Series F Preferred Stock, par value $0.01 per share, of the Company (the "Preferred Shares"), at a purchase price per one one-thousandths (1/1,000ths) of a share equal to $80.00 (the "Purchase Price") payable in cash, upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The Purchase Price and the number and kind of shares which may be purchased upon exercise of each Right evidenced by this Right Certificate, as set forth above, are the Purchase Price and the number and kind of shares which may be so purchased as of [ ]. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares which may be purchased upon the exercise of each Right evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. If the Rights evidenced by this Right Certificate are at any time beneficially owned by an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall be null and void and nontransferable and the holder of any such Right (including any purported transferee or subsequent holder) shall not have any right to exercise or transfer any such Right.
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ALTEON INC. By: /s/ Jamex X. Xxxxxx ------------------------------ Name: Jamex X. Xxxxxx ---------------------------- Title: Chief Executive Officer --------------------------- Accepted and agreed to: CERAXX XXXSULTING CORPORATION By: /s/ Carlx Xxxxxx -------------------------- Name: Carlx Xxxxxx ------------------------ Title: Vice President ----------------------- Address: 765 Xxx Xxx Xxxx Xxxxx Xxxx Xxxxxxxxx, XX 00000 Attn:__________ Fax No.: (914) 000-0000 Consented and agreed to with respect to the rights and obligations of Dr. Xxxxxxx Xxxxxx xxxeunder as of the date first set forth above.
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ALTEON INC. By: /s/ Jamex X. Xxxxxx -------------------------- Name: Jamex X. Xxxxxx ------------------------ Title: Chief Executive Officer ----------------------- Accepted and agreed to: KENNXXX X. XXXXXX XXXORATORIES, INC. By: /s/ Anthxxx Xxxxxx, Xx.D. --------------------------
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Related to ALTEON INC

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  • Technology Transfer Subject to the terms of the Development Supply Agreement, as soon as reasonably practicable, but in no event later than the fifth (5th) anniversary of the Effective Date, Alnylam shall initiate a technology transfer to MedCo, or to its Third Party manufacturer(s) of Licensed Product, selected by MedCo and reasonably acceptable to Alnylam, of Alnylam Know-How that is reasonably necessary or useful for the Manufacture of the Licensed Product, and shall make available its personnel on a reasonable basis to consult with MedCo or such Third Party manufacturer(s) with respect thereto, all at MedCo’s expense, including the Costs reasonably incurred by Alnylam in connection with such technology transfer activities. MedCo shall reimburse Alnylam such Costs incurred with respect to such Manufacturing technology transfer within [***] days after receipt of an invoice therefor. Alnylam and its Affiliates shall keep complete and accurate records in sufficient detail to enable the payments payable hereunder to be determined. Alnylam shall not be required to perform technology transfer to more than one Third Party manufacturer for each stage of the Licensed Product supply chain (i.e., Bulk Drug Substance, Bulk Drug Product and Finished Product). Promptly after MedCo’s written request, Alnylam shall use Commercially Reasonable Efforts to assign to MedCo any manufacturing agreement between Alnylam and a Third Party that is solely related to the manufacture of Licensed Products. Such assignment shall be subject to the terms and conditions of such agreement, including any required consents of such Third Party and MedCo’s written agreement to assume all the obligations of Alnylam under such agreement to be undertaken after such assignment, but Alnylam shall remain solely responsible for its obligations under such agreement arising prior to such assignment. Except as provided in the immediately preceding sentence, MedCo shall be solely responsible for contracting with such Third Party manufacturer (and any other Third Party manufacture to whom Alnylam has initiated technology transfer as set forth in this Section 5.3) for the supply of such Licensed Product and Alnylam shall have no obligations under such agreement between MedCo and such Third Party manufacturer. Alnylam shall use Commercially Reasonable Efforts to obtain any such consent in a form reasonably acceptable to MedCo.

  • SERVICES TO THE COMPANY In consideration of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue to serve as an officer, director, advisor, key employee or in any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected or appointed or retained or until Indemnitee tenders his or her resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee or in any other capacity of the Company, as provided in Section 17. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.

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