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. This FIRST AMENDMENT TO LICENSE AGREEMENT (this “Amendment”) is made and entered into as of September 7, 2016 (“Amendment 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 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”.
CERTAIN IDENTIFIED. INFORMATION MARKED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL.
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 [***]. 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 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 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 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 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 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 EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. OMISSIONS ARE IDENTIFIED AS [***]
