BACKGROUND AND RECITALS. The foregoing Background and Recitals are incorporated into and made a part of the Terms and Conditions of the Agreement.
BACKGROUND AND RECITALS. A-1. As set forth herein, all the Parties have certain interests in the patents and patent applications defined and set forth in Exhibit A (the “Patent Applications”), including technologies and/or products described or claimed in the Patent Applications (the “Inventions”), whether as inventor(s) and/or co-inventor(s), assignee(s), and/or licensees. A-2. Xxxxxxxxxxx has certain rights in the Patent Applications as an inventor and/or co-inventor thereof and has not assigned her rights in the Patent Applications to any entity or institution, such rights being referred to herein as “Xxxxxxxxxxx’x Rights.” Xxxxxxxxxxx has delegated her rights with respect to the development, management and enforcement of the Patent Applications (individually and collectively “Invention Management Rights”) to CRISPR and ERS. In particular, Xxxxxxxxxxx has delegated to CRISPR Invention Management Rights (including without limitation her rights of invention management under this Agreement as well as certain corresponding obligations including without limitation the duty to pay costs and fees associated with the Patent Applications and related proceedings), except for certain Patent Applications for which ERS has been delegated Invention Management Rights by Xxxxxxxxxxx (“ERS Patent Delegation” and “ERS-Delegated Patent Applications,” each as described in Exhibit B). Each of CRISPR and ERS is referred to herein as a “Xxxxxxxxxxx Delegee” and collectively as the “Xxxxxxxxxxx Delegees.” (For clarity, Xxxxxxxxxxx has not delegated to TRACR any Invention Management Rights and TRACR is not a Xxxxxxxxxxx Delegee.) A-3. Xxxxxxxxxxx has exclusively licensed her commercialization rights in the Patent Applications, including her rights to commercialize products and methods described and/or claimed in the Patent Applications, to CRISPR, ERS and TRACR (pursuant to the “CRISPR License,” the “ERS License” and the “TRACR License”), each of CRISPR, ERS and TRACR being individually and collectively the “Xxxxxxxxxxx Licensee(s)” and each of the CRISPR License, the ERS License and the TRACR License, being individually and collectively the “Xxxxxxxxxxx License(s),” each Xxxxxxxxxxx License being subject to Xxxxxxxxxxx’x retained non-transferable right, without the right for Xxxxxxxxxxx to license or sublicense, for her to use the Inventions for her own research purposes and in her own non-commercial research collaborations to which she is party. A-4. Regents has certain rights in the Patent Applicati...
BACKGROUND AND RECITALS. 1.1 Beamz owns and has the right to grant licenses with respect to the Licensed IP (as hereinafter defined).
BACKGROUND AND RECITALS. 1. The parties enter into this Agreed Order to resolve the claims of the United States against First Merchants Bank under the FHA and ECOA. The United States contends that the Bank, through its residential real estate lending-related policies and practices, engaged in a pattern or practice of discrimination on the basis of race in violation of the FHA, 42 U.S.C. §§ 3604(a)- (b), 3605(a), and each of its respective implementing regulations, and ECOA, 15 U.S.C. §§ 1691(a)(1), 1691e(h). The claims are also based on the United States’ assertion that these policies and practices constitute a denial of rights granted by the FHA to a group of persons that raises an issue of general public importance. 42 U.S.C. § 3614(a).
BACKGROUND AND RECITALS. The following Background and Recitals contain merely an overview of the Project and are not intended to fully describe the obligations of the City and Developer. The specific terms and obligations are more fully set forth in the Agreement itself.
BACKGROUND AND RECITALS. The Company has 15,144,885 shares of common stock outstanding (the “Company Shares”) after giving effect to the Cancellation Agreement, as defined below. In connection with a recapitalization of Parent, and subject to the terms and conditions of this Agreement, including without limitation the execution and delivery of the Constituent Agreements (as defined below), the parties hereto have agreed to effect the merger of Merger Sub with and into the Company (the “Merger”) pursuant to the terms of this Agreement, with Company remaining as the Surviving Company (as defined herein). As a result of the Merger, among other effects, at the Effective Time of the Merger (as defined herein), (i) Fifty One Percent (51%) of the Company Shares issued and outstanding immediately prior to the Effective Time (calculated on a pro rata basis among the shareholders of the Company immediately prior to the Effective Time of the Merger) shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist and certificates previously evidencing any such Company Shares shall thereafter represent the right to receive an aggregate of One Hundred and Fifty Million (150,000,000) newly issued shares of common stock, par value $0.001 per share, of the Parent, (the “Parent Common Stock”) or, at the election of any holder of the Company Shares who, as a result of receiving shares of Parent Common Stock in connection with the Merger would hold in excess of 5% of the issued and outstanding shares of Parent Common Stock, shares of Series C Convertible Preferred Stock, par value $0.001 per share, of the Parent, with such rights and limitations as set forth in the Certificate of Designations of Preferences, Rights and Limitations of Series C Convertible Preferred Stock, attached hereto as Exhibit A (the “Parent Preferred Stock”) (such shares of Parent Common Stock and Parent Preferred Stock issued in the Merger, if any, the “Parent Stock) (ii) Forty Nine (49%) of the Company Shares issued and outstanding immediately prior to the Effective Time (calculated on a pro rata basis among the shareholders of the Company immediately prior to the Effective Time of the Merger) shall remain outstanding and represent the right to receive shares of the Surviving Company equal to Forty Nine Percent (49%) of the issued and outstanding stock of the Surviving Company and (iii) each share of Merger Sub, par value $0.0001 per share, held by Parent immediately prior to the Effect...
BACKGROUND AND RECITALS. A. Plaintiff, individually and on behalf of similarly situated individuals, filed a putative class action complaint on or about August 21, 2019 against Seattle City Light in King County Superior Court. The lawsuit is entitled Xxxxx v. Seattle City Light, Case No. 19-2-21999-8 SEA (the “Action”).
BACKGROUND AND RECITALS. Anthem is a sponsor and administrator of health insurance plans that provide benefits for, among other things, laboratory analyses of samples collected from insured individuals among the services that are covered under its plans; Laboratory has developed the PreTRM® proteomic screening test to identify increased risks of adverse outcomes among pregnant women; Laboratory has designed and is sponsoring the Prematurity Risk Assessment combined with clinical Interventions for improving neonatal outcoMEs study to evaluate the PreTRM® test (the “PRIME” study); Anthem and Laboratory have agreed to collaborate on the conduct of the PRIME study, and Laboratory has entered into a Work Order with HealthCore, Inc. for the purpose of managing the conduct of the PRIME study; Anthem has agreed to compensate Laboratory for the PreTRM® tests performed pursuant to the PRIME study; NOW, subject to the terms and conditions of this Agreement, the parties desire that Anthem engage Laboratory to provide certain clinical laboratory services and related services to support Anthem’s health insurance plans.
BACKGROUND AND RECITALS. A. On June 22, 2000, the Department issued Supplement No. 1 to Circular Letter No. 19 (2000) notifying all life insurers and fraternal benefit societies that the Department was investigating allegations of race-based underwriting of life insurance by its licensees.
BACKGROUND AND RECITALS. 1. The MEGA Life and Health Insurance Company (“MEGA”) is and has been a licensed insurance company domiciled in the State of Oklahoma.
