CERTAIN IDENTIFIED. INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. OMISSIONS ARE IDENTIFIED AS [***]
CERTAIN IDENTIFIED. INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED, AND HAS BEEN MARKED “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE. THIRD AMENDMENT TO LICENSE AGREEMENT This THIRD AMENDMENT TO LICENSE AGREEMENT (this “Amendment”) is made and entered into as of June 20, 2017 (“Amendment Three Effective Date”) by and between Singular Genomics Systems Inc. (“Company”) and The Trustees of Columbia University in the City of New York (“Columbia”).
CERTAIN IDENTIFIED. INFORMATION HAS
CERTAIN IDENTIFIED. INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED, AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE. rebates, charge backs, administrative fees, allowances and discounts (or equivalent thereof) actually granted to managed health care organizations, group purchasing organizations, insurers, pharmacy benefit managers (or equivalent thereof), specialty Pharmacy providers, federal, state/provincial, local or other governments, or their agencies or purchasers, reimbursers, or trade customers, in each case, with respect to Licensed Products; actual bad debt write-off attributable directly to the sale of such Licensed Product, any reserve or financial discount created for uncollectable amounts in countries with sovereign risk, and for customers whose DSO exceeds [***]; and coupons, or discount/rebates associated with co-pay cards, in each case, specific to Licensed Products. All aforementioned deductions will only be allowable to the extent they are commercially reasonable, and will be determined, on a country-by-country basis, as incurred in the ordinary course of business in type and amount consistent with Xxxxxxx’x or its Affiliate’s or sublicensee’s (as the case may be) business practices consistently applied across its product lines and accounting standards and verifiable. All such discounts, allowances, credits, rebates and other deductions will be fairly and equitably allocated to Licensed Product and other products of Xxxxxxx and its Affiliates and sublicensees such that Licensed Product does not bear a disproportionate portion of such deductions. Sales of a Licensed Product by and between Xxxxxxx and its Affiliates and sublicensees, or between the Parties (or their respective Affiliates, licensees or sublicensees) are not sales to Third Parties and will be excluded from Net Sales calculations; provided, however, that if such Licensed Product is subsequently resold to a Third-Party end user such resale shall be included in the determination of Net Sales. Sales of Licensed Product for the use in conducting Clinical Studies or other scientific testing of Licensed Product in a country will be excluded from Net Sales calculations. Any disposition of the Licensed Product as free samples, donations, patient assistance, test marketing programs or other similar programs or studies will be excluded from Net Sales calculations. Co...
CERTAIN IDENTIFIED. INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED, AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE. (or its respective Affiliates) engaged in performing activities under this Agreement (“Joint Patent”), each Party will promptly disclose to the other Party any invention disclosures, or other similar documents, submitted to it by its employees, agents or independent contractors describing the Invention(s) to be disclosed in such Patent, and all information necessary for the preparation, filing and maintenance of any such Joint Patent.
CERTAIN IDENTIFIED. INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED, AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE. With a copy to: Xxxxxxx & Xxxxxxx Law Department One Xxxxxxx & Xxxxxxx Plaza New Brunswick, NJ 08933 Attention: General Counsel, Pharmaceuticals All such notices, requests, demands, waivers and other communications will be deemed to have been received on the day of delivery, provided that a copy is also sent by e-mail in accordance with the first sentence of this Section 13.6.
CERTAIN IDENTIFIED. INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. OMISSIONS ARE IDENTIFIED AS [***] obligations hereunder, and this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms, except as enforcement may be affected by bankruptcy, insolvency or other similar laws and by general principles of equity.
CERTAIN IDENTIFIED. INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”. This Investment Agreement (the “Agreement”) is made on 9 November 2022 between: (1) Vodafone GmbH, a limited liability company incorporated under the laws of Germany, reg-istered with the commercial register of the local court of Düsseldorf under register number HRB 38062, whose registered office is at Xxxxxxxxx-Xxxxx-Xxxxx 0, 00000 Xxxxxxxxxx, Xxx-xxxx, – herein also referred to as “VF Germany” – and (2) SCUR-Alpha 1539 GmbH (in future: Oak Consortium GmbH), a limited liability company incorporated under the laws of Germany, registered with the commercial register of the local court of Munich under register number HRB 278102, whose registered office is at c/o Latham & Xxxxxxx LLP, Xxxxxxxxxxxxxxxx 0, 00000 Xxxxxxxxxx, Xxxxxxx, – herein also referred to as “Investor” – VF Germany and the Investor are herein also referred to as the “Parties” and each of them as a “Party”. Preamble (A) Vodafone Group Plc is the parent company of VF Group, an international group providing telecommunication and technology services. (B) VF Germany is a wholly-owned indirect subsidiary of Vodafone Group Plc providing tele-communication and technology services in the German market. (C) VTG is the parent company of a European group of companies operating and marketing vertical passive mobile communications network infrastructure. The registered share capital of VTG of EUR 505,782,265.00 is divided in 505,782,265 no-par value shares (nennwertlose Stückaktien). VTG’s shares are listed on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange with simultaneous listing in the subsegment of the regulated mar-ket with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Ex-change. (D) At the date of this Agreement, VF Germany holds 413,347,708 no-par value shares in VTG (the “VF VTG-Shares”), corresponding to a shareholding of approx. 81.72% in VTG. The VF VTG-Shares are held by VF Germany in two separate securities deposits: 275,000,000 of the VF VTG-Shares are held in one sub-account (the “VF Sub-Account 1 VTG-Shares”) and 138,347,708 VF VTG-Shares are held in another sub-account (the “VF Sub-Account 2 VTG-Shares”). (E) The Investor is a German limited liability company which is indirectly jointly controlled by Global Infrastructure Management, LLC...
CERTAIN IDENTIFIED. INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”. 12.3 Legal Consequences In the event of the incorrectness of the warranty pursuant to Clause 12.1.1 or a breach by VF Germany of the undertaking pursuant to Clause 12.1.2, VF Germany shall, upon written Notice by the Investor, subject to the following sentence, pay to the relevant AcquiCo Group Company or VTG Group Company at which level the Leakage has occurred an amount in cash equal to such Leakage plus any Taxes arising at the level of the relevant VTG Group Company in connection with any payment under this Clause 12.3 plus an amount equal to interest at a rate per annum of [***] on such Leakage from (and including) the date on which the Leakage occurred to (but excluding) the date the payment under this Clause is received (calculated on an [***] count basis). Clause 10.5 shall not apply to this Clause. In case the Leakage consists of a dividend payment by VTG to VF Germany in the meaning of Clause 12.2.1(i), VF Germany shall pay to the Investor an amount in cash equal to its shareholding in MidCo 1 at the time of such Leakage or, if at that time Investor had not shareholding, its shareholding at Closing, in each case without undue delay after receipt of the dividend pay-ment but not prior to Closing, provided that such payment shall not bear any interest. 13 Integration and Post-Closing Actions 13.1 The Parties agree to either conclude the DPLTA or implement the Squeeze-out. Which inte-gration measure will be implemented depends on whether the relevant 95% threshold in VTG has been reached at the end of the additional acceptance period. 13.2 The Parties will also consider to make a delisting offer for the VTG Shares and thereby revoke the admission to trading on the regulated market pursuant to sec. 39 para. 2 of the German Stock Exchange Act (Börsengesetz). 13.3 The Parties shall cooperate and support each other in the preparation and implementation of the contemplated integration measures. The Parties shall ensure that as soon as reason-ably possible (i) VTG, where applicable, convenes a general meeting to resolve upon such measure and executes all required actions to implement such measure, (ii) VF Germany or BidCo (as the case may be) resolves on the agreed measure, (iii) VF Germany or BidCo (as the case may be) votes in favour of a respective resolutio...
CERTAIN IDENTIFIED. INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”. 1 This Shareholders Agreement (the “Agreement”) is made on 22 March 2023 between: (1) Vodafone GmbH, a limited liability company incorporated under the laws of Germany, registered with the commercial register of the local court of Düsseldorf under register number HRB 38062, whose registered office is at Xxxxxxxxx-Xxxxx-Xxxxx 0, 00000 Xxxxxxxxxx, Xxxxxxx (“Vodafone”); (2) Oak Consortium GmbH, a limited liability company incorporated under the laws of Germany, registered with the commercial register of the local court of Munich under register number HRB 278102, whose registered office is at Xxxxxxxxxxxxx Xxxxxxxxxxx 00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx (the “Investor”); and (3) Oak Holdings 1 GmbH, a limited liability company incorporated under the laws of Germany, registered with the commercial register of the local court of Düsseldorf under register number HRB 98913, whose registered office is at Xxxxxxxxx-Xxxxx-Xxxxx 0, 00000 Xxxxxxxxxx, Xxxxxxx, (the “Company”); Vodafone, the Investor and the Company are also collectively referred to as “Parties” and each of them as a “Party”.
