COMPANY and M Sample Clauses

COMPANY and M. I.T. agree to meet and develop an appropriate milestone to substitute for this paragraph based on the new drug discovery business model.” Except as specifically modified or amended hereby, the Agreement shall remain in full force and effect. The Effective Date of this Amendment is the latest date of the official signatures below. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. Please indicate your acceptance of this Amendment by countersigning both copies of this letter and returning one to M.I.T. Sincerely, /s/ Xxxx Xxxxx Xxxx Xxxxx Technology Licensing Officer Agreed to for: Massachusetts Institute of Technology BioTrove, Inc. By: Name: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx By: Name: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx Title: Associate Director Technology License Office Title: Chief Financial Officer Date: June 30, 2005 Date: 2-8-05 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. Technology Licensing Office Massachusetts Institute of Technology Five Cambridge Center, Xxxxxxx Square, Room NE25-230 Cambridge, Massachusetts 02142-1493 Letter Amendment Phone 000-000-0000 Fax 000-000-0000 Email xxx@xxx.xxx xxxx://xxx.xxx.xxx/tlo/ March 10, 2008 Xx. Xxxxx Xxxxxx Chief Technology Officer Vice President, Business Development BioTrove Inc. 12 Xxxx Xxxxxx Suite 4000 Woburn, MA 01801 Re: Amendment to Exclusive License Agreement #4908037 effective May 11, 2001, as amended by letters dated November 17, 2004, December 21, 2004 and February 8, 2005 (the “License Agreement”) for: M.I.T. Case No. 7967, “Method And Apparatus For Performing Microassays,” by Xxx X. Xxxxxx M.I.T. Case No. 91 18, “Molecular Screening In An Array Of Through-Holes,” by Xxxxx X. Xxxxxx, Xxx X. Xxxxxx and Xxxxx X. Xxxxxxx Dear Xxxxx: We appreciate BioTrove’s continued diligence in meeting the material and financial obligations of its License Agreement with M.I.T. While is has made first commercial sales of products and is making progress toward increasing those sales, progress to date has not been as rapid as anticipated. Some provisions of Section 3.1(h) have not been met and further provisions of Sections 3.1(h) and 2.2 are not expected to be met, and, consequently, coul...
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COMPANY and M. I.T. shall amend the Agreement to update Appendix A to include patent applications corresponding to patent rights on the inventions disclosed in the MIT/BRIGHAM/HARVARD Invention Disclosures within [***] days of the filing of such patent applications. Such amendment shall provide that such patent application(s) on a MIT/BRIGHAM/HARVARD Invention Disclosure shall thereafter be included in Appendix A for all purposes of this Agreement. No fees will be due for the addition of any patent application on a MIT/BRIGHAM/HARVARD Invention Disclosure so added to this Agreement.
COMPANY and M. I.T. agree to meet and attempt to develop an appropriate milestone to substitute for this paragraph based on the new drug discovery business model.
COMPANY and M. I.T. hereby agree that, subject to and upon the closing of the Merger, M.I.T., WXXXXXXXX, HARVARD and HOSPITAL shall be entitled to receive, and Company shall cause to be issued to M.I.T., WXXXXXXXX, HARVARD and HOSPITAL, shares of the common stock of Cerulean as estimated in the pro forma capitalization table attached as Exhibit 1, but which may be adjusted downward, proportionately based on any issuance of options to purchase common stock to be issued by the Company to its directors, employees and consultants on or after the Second Amendment Effective Date but prior to the Merger, but which in no event shall be less than the number of shares of Common Stock owned or controlled by M.I.T., WXXXXXXXX, HARVARD and HOSPITAL as of the date hereof as set forth in Exhibit 1. Company shall deliver the shares due to M.I.T., WXXXXXXXX, HARVARD and HOSPITAL within thirty (30) days of the closing of the Merger.

Related to COMPANY and M

  • Company and Master Servicer Not to Resign Subject to the provisions of Section 6.02, neither the Company nor the Master Servicer shall resign from its respective obligations and duties hereby imposed on it except upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination permitting the resignation of the Company or the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation by the Master Servicer shall become effective until the Trustee or a successor servicer shall have assumed the Master Servicer's responsibilities and obligations in accordance with Section 7.02.

  • THE COMPANY AND THE MASTER SERVICER Section 6.01. Respective Liabilities of the Company and the Master Servicer. The Company and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by the Company and the Master Servicer herein. By way of illustration and not limitation, the Company is not liable for the servicing and administration of the Mortgage Loans, nor is it obligated by Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer or to appoint a designee to assume such obligations, nor is it liable for any other obligation hereunder that it may, but is not obligated to, assume unless it elects to assume such obligation in accordance herewith. Section 6.02. Merger or Consolidation of the Company or the Master Servicer; Assignment of Rights and

  • DEALERS, DISTRIBUTORS, AND/OR RESELLERS Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier’s authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier’s responsibility to ensure Sourcewell receives the most current information.

  • Proprietary Information of Third Parties No third party has claimed or has reason to claim that any person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or has requested information from the Company that suggests that such a claim might be contemplated. To the best of the Company’s knowledge, no person employed by or affiliated with the Company has improperly utilized or proposes to improperly utilize any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s knowledge, no person employed by or affiliated with the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewith, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

  • Specified Personnel ST6.1 The Grantee agrees that the following personnel (Specified Personnel) be involved in the Activity as set out below: <specified personnel>

  • EMPLOYEES OF THE CONTRACTOR All work under this contract shall be performed in a professional and skillful manner. The County may require, in writing, that the Contractor, remove from this contract any employee the County deems incompetent, careless, or otherwise objectionable.

  • PERSONNEL DISCLOSURE 1 CONTRACTOR shall make available to ADMINISTRATOR a current list of 28 all personnel providing services hereunder, including résumés and job 1 applications. Changes to the list will be immediately provided to 2 ADMINISTRATOR in writing, along with a copy of a résumé and/or job 3 application. The list shall include:

  • Affiliates and Third Parties If the Asset Representations Reviewer processes the PII of the Issuer’s Affiliates or a third party when performing an Asset Review, and if such Affiliate or third party is identified to the Asset Representations Reviewer, such Affiliate or third party is an intended third-party beneficiary of this Section 4.9, and this Agreement is intended to benefit the Affiliate or third party. The Affiliate or third party will be entitled to enforce the PII related terms of this Section 4.9 against the Asset Representations Reviewer as if each were a signatory to this Agreement.

  • Covenants of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, covenant with each Underwriter as follows:

  • Training and Orientation (a) No employee shall be required to work on any job or operate any piece of equipment until he/she has received proper training and instruction. (b) The Employer shall provide sufficient and adequate training and/or orientation to any employee working in a new or unfamiliar work area or position.

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