Common use of Entire Agreement/Modification/Waiver/Choice of Law/Enforceability Clause in Contracts

Entire Agreement/Modification/Waiver/Choice of Law/Enforceability. You acknowledge and agree that this Agreement supersedes any and all prior or contemporaneous oral and/or written agreements between you and the Company, and sets forth the entire agreement between you and the Company except as specifically set forth herein. No variations or modifications hereof shall be deemed valid unless reduced to writing and signed by the parties hereto. This Agreement shall be deemed to have been made in the State of Connecticut and shall be construed in accordance with the laws of Connecticut without giving effect to conflict of law principles. Both parties hereby waive and renounce in advance any right to a trial by jury in connection with such legal action. The provisions of this Agreement are severable, and if for any reason any part hereof shall be found to be unenforceable, the remaining provisions shall be enforced in full. This Agreement, and all the terms and provisions contained herein, shall bind the respective heirs, personal representatives, successors and assigns of you and the Company, and inure to the benefit of each respective party, its agents, directors, officers, employees, servants, successors and assigns. By executing this Agreement, you are acknowledging that you have been afforded sufficient time to understand the terms and effects of this Agreement, that your agreements and obligations hereunder are made voluntarily, knowingly and without duress, and that neither the Company nor its agents or representatives have made any representations inconsistent with the provisions of this Agreement. The parties agree that the last act necessary to render this Agreement effective is for the Company to sign the Agreement, and that the Agreement may be signed on one or more copies, each of which when signed will be deemed to be an original, and all of which together will constitute one and the same Agreement. If you agree to the foregoing, please sign and return this Agreement to me no later than twenty-one days after you receive it. Sincerely, ACHILLION PHARMACEUTICALS, INC. /s/ Xxxxxxx X. Xxxxxxxxx By: Xxxxxxx X. Xxxxxxxxx Its: President and Chief Executive Officer Dated: June 18, 2012 Confirmed, Agreed and Acknowledged: /s/ Xxxxxxxxx X. Xxxx Xxxxxxxxx X. Xxxx Dated: June 18, 2012

Appears in 2 contracts

Samples: Letter Agreement (Achillion Pharmaceuticals Inc), Letter Agreement (Achillion Pharmaceuticals Inc)

AutoNDA by SimpleDocs

Entire Agreement/Modification/Waiver/Choice of Law/Enforceability. You acknowledge and agree that this This Agreement supersedes any and all other prior or contemporaneous oral and/or written agreements between you and the Companyagreements, and sets forth the entire agreement between you and the Company except as specifically set forth hereinCompany, and shall be binding on and inure to the benefit of the parties, their legal representatives, assigns, parents, subsidiaries, successors and all who succeed to their rights. No variations or modifications hereof shall be deemed valid unless reduced to writing and signed by the parties hereto. This Agreement shall be deemed to have been made in the State of Connecticut Alabama, and the validity, interpretation and performance of this Agreement shall be governed by, and construed in accordance with with, the laws internal law of Connecticut the State of Alabama without giving effect to conflict of law principles. Both parties hereby waive and renounce further agree that any action, demand, claim or counterclaim shall be brought in advance any right to a trial by jury court located in connection with such legal actionthe State of Alabama, Shelby County. The provisions terms of this Agreement are severable, and if for any reason any part hereof shall be found to be unenforceable, the remaining provisions terms and conditions shall be enforced in full. This AgreementNotwithstanding the foregoing and without waiving any rights to appeal, the invalid or unenforceable provision shall, if possible, be replaced by a valid and all enforceable provision that most closely approximates the terms and provisions contained herein, shall bind intention of the respective heirs, personal representatives, successors and assigns of you and the Company, and inure to the benefit of each respective party, its agents, directors, officers, employees, servants, successors and assignsParties. By executing this Agreement, you are acknowledging that: (1) you have carefully read and understand the terms and effects of this Agreement, including Section 4 entitled Release of Claims; (2) you understand that the Release of Claims in Section 4 is legally binding and by signing this Agreement, you give up certain rights, including rights and claims under the Age Discrimination in Employment Act; (3) you have been afforded sufficient time up to 21 days to understand the terms and effects of this Agreement, that ; (4) your agreements and obligations hereunder are made voluntarily, knowingly and without duress, ; and that (5) neither the Company nor its agents or representatives have made any representations inconsistent with the provisions of this Agreement. The parties agree that If the last act necessary to render this Agreement effective is for the Company to sign the Agreement, and that the Agreement may be signed on one or more copies, each of which when signed will be deemed to be an original, and all of which together will constitute one and the same Agreement. If you agree to the foregoingforegoing correctly sets forth our understanding, please sign sign, date and return the enclosed copy of this Agreement to me no later than twenty-one days after you receive itwithin 21 days. Sincerely, ACHILLION PHARMACEUTICALSBioHorizons Implant Systems, INC. /s/ Xxxxxxx X. Xxxxxxxxx Inc. By: Xxxxxxx Xxxxxx X. Xxxxxxxxx XxXxxxxx Its: President and Chief Executive Officer DatedVice President, Human Resources Signature: June 18, 2012 /S/ Xxxxxx X. XxXxxxxx Date executed by Company: 02/27/09 Confirmed, Agreed and Acknowledged: /s/ Xxxxxxxxx X. /S/ Xxxxxxx Xxxx Xxxxxxxxx X. Xxxx XXXXXXX XXXX Dated: June 18, 201202/27/09

Appears in 1 contract

Samples: Letter Agreement (BioHorizons, Inc.)

Entire Agreement/Modification/Waiver/Choice of Law/Enforceability. You acknowledge and agree that except for your Non-Compete Agreement, this Agreement supersedes any and all prior or contemporaneous oral and/or written agreements between you and the Company, and sets forth the entire agreement between you and the Company except as specifically set forth hereinCompany. No variations or modifications hereof shall be deemed valid unless reduced to writing and signed by the parties hereto. The failure of the Company to seek enforcement of any provision of this Agreement in any instance or for any period of time shall not be construed as a waiver of such provision or of the Company’s right to seek enforcement of such provision in the future. This Agreement shall be deemed to have been made in the State Commonwealth of Connecticut Massachusetts and shall be construed in accordance with the laws of Connecticut Massachusetts without giving effect to conflict of law principles. Both parties hereby waive and renounce in advance any right to a trial by jury in connection with such legal action. The provisions of this Agreement are severable, and if for any reason any part hereof shall be found to be unenforceable, the remaining provisions shall be enforced in full. This AgreementAny controversy, dispute or claim arising out of or in connection with this Agreement will be settled by final and all the terms and provisions contained hereinbinding arbitration conducted in Boston, shall bind the respective heirs, personal representatives, successors and assigns of you and the Company, and inure Massachusetts pursuant to the benefit national rules for the resolution of each respective party, its agents, directors, officers, employees, servants, successors and assignsemployment disputes of the American Arbitration Association. By executing this Agreement, you are acknowledging that: (1) you have carefully read and understand the terms and effects of this Agreement, including Section 5 entitled Your Release of Claims; (2) you understand that the Release of Claims in Section 5 is legally binding and by signing this Agreement, you give up certain rights, including rights and claims under the Age Discrimination in Employment Act; (3) you have been afforded sufficient time to understand the terms and effects of this Agreement, that ; (4) your agreements and obligations hereunder are made voluntarily, knowingly and without duress, ; and that (5) neither the Company nor its agents or representatives have made any representations inconsistent with the provisions of this Agreement. The parties agree that the last act necessary to render this Agreement effective is for the Company to sign the Agreement, and that the Agreement may be signed on one or more copies, each of which when signed will be deemed to be an original, and all of which together will constitute one and the same Agreement. If you agree to the foregoingforegoing correctly sets forth our understanding, please sign sign, date and return the enclosed copy of this Agreement to me no later than twenty-one days after you receive itby February 26, 2008. Sincerely, ACHILLION PHARMACEUTICALS, ALTUS PHARMACEUTICALS INC. /s/ Xxxxxxx X. Xxxxxxxxx By: Xxxxxxx X. Xxxxxxxxx /s/ Jxxxxxxx X Xxxxxx [name] Its: President Vice President, Chief Financial Officer and Chief Executive Officer Treasurer Dated: June 18February 4, 2012 2008 Confirmed, Agreed and Acknowledged: /s/ Xxxxxxxxx X. Xxxx Xxxxxxxxx X. Xxxx Sxxxxxx Xxxxxx Sxxxxxx Xxxxxx Dated: June 18February 4, 20122008

Appears in 1 contract

Samples: Letter Agreement (Altus Pharmaceuticals Inc.)

Entire Agreement/Modification/Waiver/Choice of Law/Enforceability. You acknowledge and agree that this Transition Agreement supersedes any and all prior or contemporaneous oral and/or written agreements between you and the Company, and sets forth the entire agreement between you and the Company, except for the Confidentiality Agreement, which will survive by its terms. The failure of the Company except to seek enforcement of any provision of this Transition Agreement in any instance or for any period of time shall not be construed as specifically set forth herein. No variations a waiver of such provision or modifications hereof shall be deemed valid unless reduced of the Company’s right to writing and signed by seek enforcement of such provision in the parties heretofuture. This Transition Agreement shall be deemed to have been made in the State of Connecticut California and shall be construed in accordance with the laws Xxxx Xxxxx, M.D. of Connecticut California without giving effect to conflict of law principles. Both parties hereby waive and renounce in advance any right to a trial by jury in connection with such legal action. The provisions of this Transition Agreement are severable, and if for any reason any part hereof shall be found to be unenforceable, the remaining provisions shall be enforced in full. This Agreement, provided, however, that if any or all of the release is held unenforceable, this Transition Agreement shall be deemed null and all the terms and provisions contained herein, shall bind the respective heirs, personal representatives, successors and assigns of you and the Company, and inure to the benefit of each respective party, its agents, directors, officers, employees, servants, successors and assignsvoid. By executing this Transition Agreement, you are acknowledging that: (1) you have carefully read and understand the terms and effects of this Transition Agreement, including the Section entitled Your Release of Claims; (2) you understand that the Your Release of Claims is legally binding and by signing this Transition Agreement, you give up certain rights; (3) you have been afforded sufficient time to understand the terms and effects of this Transition Agreement, that ; (4) your agreements and obligations hereunder are made voluntarily, knowingly and without duress, ; and that (5) neither the Company nor its agents or representatives have made any representations inconsistent with the provisions of this Transition Agreement. The parties agree that the last act necessary to render this This Transition Agreement effective is shall remain open for the Company to sign the Agreement, and that the Agreement may be signed on one or more copies, each of which when signed will be deemed to be an original, and all of which together will constitute one and the same Agreement. If you agree to the foregoing, please sign and return this Agreement to me no later than twenty-one acceptance until 21 days after you receive itdelivery, at which time the offers in this Transition Agreement will expire. SincerelyDermTech, ACHILLION PHARMACEUTICALS, INC. Inc. By: /s/ Xxxxxxx X. Xxxxxxxxx By: Xxxxxxx X. Xxxxxxxxx Xxxxxx Its: President and Chief Executive Officer Dated: June 18, 2012 Chairman of the Board Confirmed, Agreed and Acknowledged: /s/ Xxxxxxxxx X. Xxxx Xxxxxxxxx X. Xxxxx Xxxx Xxxxx, M.D. Dated: June 18March 1, 20122023 Xxxx Xxxxx, M.D. Schedule A A B C D E F G H I Equity Award Type Grant Number Grant Date Number of Shares Underlying Original Grant Number of Underlying Shares Vested as of 3/2/23 Number of Underlying Shares Unvested as of 3/2/23 Number of Underlying Shares to be Vested as of 01/01/2024 Number of additional Underlying Shares to be Vested with 10 Months of Vesting Acceleration Total Underlying Shares to be Vested RSU Xxx Xxx 56,407 0 0 56,407 0 56,407 RSU 1059 03/25/2022 209,527 0 209,527 122,224 52,381 174,605 NQ 000513 03/29/2021 41,207 20,821 20,386 29,875 9,053 38,928 RSU 541 03/29/2021 29,195 12,772 16,423 20,071 5,474 25,545 ISO 512 03/29/2021 2,248 0 2,248 0 0 0 NQ 000411 06/25/2020 80,371 56,936 23,435 73,680 6,691 80,371 RSU 395 06/25/2020 60,916 38,072 22,844 53,301 7,615 60,916 ISO 410 06/25/2020 26,844 14,540 12,304 20,133 6,711 26,844

Appears in 1 contract

Samples: DermTech, Inc.

Entire Agreement/Modification/Waiver/Choice of Law/Enforceability. You acknowledge and agree that this Agreement supersedes any and all prior or contemporaneous oral and/or written agreements between you and the Company, Company (except as expressly set forth herein) and sets forth the entire agreement between you and the Company except as specifically set forth hereinCompany. No variations or modifications hereof shall be deemed valid unless reduced to writing and signed by the parties hereto. The failure of the Company to seek enforcement of any provision of this Agreement in any instance or for any period of time shall not be construed as a waiver of such provision or of the Company’s right to seek enforcement of such provision in the future. This Agreement shall be deemed to have been made in the State of Connecticut California and shall be construed in accordance with the laws of Connecticut California without giving effect to conflict of law principles. Both parties hereby waive and renounce in advance any right to a trial by jury in connection with such legal action. The provisions of this Agreement are severable, and if for any reason any part hereof shall be found to be unenforceable, the remaining provisions shall be enforced in full. This Agreement, provided, however, that if any or all of the release is held unenforceable, this Agreement shall be deemed null and all the terms and provisions contained herein, shall bind the respective heirs, personal representatives, successors and assigns of you and the Company, and inure to the benefit of each respective party, its agents, directors, officers, employees, servants, successors and assignsvoid. By executing this Agreement, you are acknowledging that: (1) you have carefully read and understand the terms and effects of this Agreement, including the Section entitled Your Release of Claims; (2) you understand that the Your Release of Claims is legally binding and by signing this Agreement, you give up certain rights; (3) you have been afforded sufficient time to understand the terms and effects of this Agreement, that ; (4) your agreements and obligations hereunder are made voluntarily, knowingly and without duress, ; and that (5) neither the Company nor its agents or representatives have made any representations inconsistent with the provisions of this Agreement. The parties agree that the last act necessary to render this Agreement effective is for the Company to sign the Agreement, and that the This Agreement may be signed on one or more copies, each of which when signed will be deemed to be an original, and all of which together will constitute one and the same Agreement. If you agree to the foregoing, please The Company will counter-sign and return this Agreement to me no later than twenty-one once it receives it from you. This Agreement will remain valid for 45 days after you receive itits delivery to you. SincerelyYou may not sign this Agreement prior to February 2, ACHILLION PHARMACEUTICALS2024. DermTech, INC. /s/ Xxxxxxx X. Xxxxxxxxx Inc. By: /s/Xxx Xxxxxxx X. Xxxxxxxxx Xxx Xxxxxxx Its: President and Chief Executive Officer Dated: June 18, 2012 General Counsel Confirmed, Agreed and Acknowledged: /s/ Xxxxxxxxx X. Xxxx Xxxxxxxxx X. Xxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Dated: June 18, 20122/5/2024

Appears in 1 contract

Samples: DermTech, Inc.

Entire Agreement/Modification/Waiver/Choice of Law/Enforceability. You acknowledge and agree that that, except as set forth herein, this Agreement supersedes any and all prior or contemporaneous oral and/or written agreements between you and the Company, and sets forth the entire agreement between you and the Company except as specifically set forth hereinCompany. No variations or modifications hereof shall be deemed valid unless reduced to writing and signed by the parties hereto. This Agreement shall be deemed to have been made in the State of Connecticut New Jersey and shall be construed in accordance with the laws of Connecticut New Jersey without giving effect to conflict of law principles. Both parties hereby waive and renounce in advance any right to a trial by jury in connection with such legal action. The provisions of this Agreement are severable, and if for any reason any part hereof shall be found to be unenforceable, the remaining provisions shall be enforced in full. This Agreement, and all the terms and provisions contained herein, shall bind the respective heirs, personal representatives, successors and assigns of you and the Company, and inure to the benefit of each respective party, its agents, directors, officers, employees, servants, successors and assigns. By executing this Agreement, you are acknowledging that you have been afforded sufficient time to understand the terms and effects of this Agreement, that your agreements and obligations hereunder are made voluntarily, knowingly and without duress, and that neither the Company nor its agents or representatives have made any representations inconsistent with the provisions of this Agreement. The parties agree that the last act necessary to render this Agreement effective is for the Company to sign the Agreement, and that the Agreement may be signed on one or more copies, each of which when signed will be deemed to be an original, and all of which together will constitute one and the same Agreement. If you agree to the foregoingforegoing correctly sets forth our understanding, please sign sign, date and return the enclosed copy of this Agreement to me no later than twenty-one days after you receive itXxxx Xxxxxx at the Company. Sincerely, ACHILLION PHARMACEUTICALS, INC. /s/ Xxxxxxx X. Xxxxxxxxx Majesco Entertainment Company By: Xxxxxxx X. Xxxxxxxxx /s/ Xxxxx Xxxxxx Its: President and Chief Executive Officer Dated: June 18August 12, 2012 2005 Confirmed, Agreed and Acknowledged: /s/ Xxxxxxxxx X. Xxxx Xxxxxxxxx X. Xxxx Xxxxxx Xxxxxxxx Dated: June 18August 11, 20122005

Appears in 1 contract

Samples: Majesco Entertainment Co

Entire Agreement/Modification/Waiver/Choice of Law/Enforceability. You acknowledge and agree that that, except for the Non-Competition Agreement, the Confidentiality Agreement, the stock option agreements referenced herein, and the letter dated May 3, 2019 from XxXxxx Xxxxxxx concerning your separation (the “Separation Letter”), this Agreement supersedes any and all prior or contemporaneous oral and/or written agreements between you and the Company, and sets forth the entire agreement between you and the Company except as specifically set forth hereinCompany. The terms of the Separation Letter remain in full force and effect; where there is a conflict between the terms of the Separation Letter and this Agreement, the terms of this Agreement shall supersede the terms of the Separation Letter. No variations or modifications hereof shall be deemed valid unless reduced to writing and signed by the parties hereto. The failure of the Company to seek enforcement of any provision of this Agreement in any instance or for any period of time shall not be construed as a waiver of such provision or of the Company’s right to seek enforcement of such provision in the future. This Agreement shall be deemed to have been made in the State of Connecticut North Carolina and shall be construed in accordance with the laws of Connecticut North Carolina without giving effect to conflict of law principles. Both parties hereby waive and renounce in advance any right to a trial by jury in connection with such legal action. The provisions of this Agreement are severable, and if for any reason any part hereof shall be found to be unenforceable, the remaining provisions shall be enforced in full. This Agreement, provided, however, that if any or all of the release in Section 7 is held unenforceable, this Agreement except for Section 7 shall be deemed null and all the terms and provisions contained herein, shall bind the respective heirs, personal representatives, successors and assigns of you and the Company, and inure to the benefit of each respective party, its agents, directors, officers, employees, servants, successors and assignsvoid. By executing this Agreement, you are acknowledging that: (1) you have carefully read and understand the terms and effects of this Agreement, including Section 7 entitled Your Release of Claims; (2) you understand that the release of Claims in Section 7 is legally binding and by signing this Agreement, you give up certain rights; (3) you have been afforded sufficient time to understand the terms and effects of this Agreement, that ; (4) your agreements and obligations hereunder are made voluntarily, knowingly and without duress, ; and that (5) neither the Company nor its agents or representatives have made any representations inconsistent with the provisions of this Agreement. The parties agree that the last act necessary (signature page follows) (signature page to render Separation and Transition Agreement) If this Agreement effective is for the Company acceptable to sign the Agreement, and that the Agreement may be signed on one or more copies, each of which when signed will be deemed to be an original, and all of which together will constitute one and the same Agreement. If you agree to the foregoingyou, please sign sign, date and return the enclosed copy of this Agreement to me no later than twenty-one days after you receive itwithin 21 days. SincerelyVery truly yours, ACHILLION PHARMACEUTICALSG1 Therapeutics, INC. Inc. /s/ Xxxxx Xxxxxxxx Xxxxxx By: Xxxxx Xxxxxxxx Xxxxxx Its: General Counsel Confirmed and Agreed: /s/ Xxxxxxx X. Xxxxxxxxx By: (Xxxx) Xxxxxxxx Xxxxxxx X. Xxxxxxxxx Its: President and Chief Executive Officer (Xxxx) Xxxxxxxx Dated: June 18May 8, 2012 Confirmed, Agreed and Acknowledged: /s/ Xxxxxxxxx X. Xxxx Xxxxxxxxx X. Xxxx Dated: June 18, 20122019

Appears in 1 contract

Samples: Letter Agreement (G1 Therapeutics, Inc.)

Entire Agreement/Modification/Waiver/Choice of Law/Enforceability. You acknowledge and agree that that, except for the agreements and plans specifically referenced herein (including the Stock Plan, Stock Agreements, and the Related Agreements), this Agreement supersedes any and all prior or contemporaneous oral and/or written agreements between you and the Company, and sets forth the entire agreement between you and the Company except as specifically set forth hereinCompany. No variations or modifications hereof shall be deemed valid unless reduced to writing and signed by the parties hereto. This The failure of the Company to seek enforcement of any provision of this Agreement in any instance or for any period of time shall not be deemed construed as a waiver of such provision or of the Company’s right to have been made seek enforcement of such provision in the State of Connecticut and shall be construed in accordance with the laws of Connecticut without giving effect to conflict of law principles. Both parties hereby waive and renounce in advance any right to a trial by jury in connection with such legal actionfuture. The provisions of this Agreement are severable, and if for any reason any part hereof shall be found to be unenforceable, the remaining provisions shall be enforced in full. This AgreementAgreement shall be deemed to have been made in Massachusetts, shall take effect as an instrument under seal within Massachusetts, and all shall be governed by and construed in accordance with the laws of Massachusetts, without giving effect to conflict of law principles. The parties acknowledge and agree that any legal action relating to the Synlogic, Inc. 000 Xxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 terms and provisions contained herein, of this Agreement shall bind the respective heirs, personal representatives, successors and assigns be commenced in Massachusetts in a court of you and the Companycompetent jurisdiction, and inure to the benefit of each respective party, its agents, directors, officers, employees, servants, successors and assignsthat venue for such actions shall lie exclusively in Massachusetts. By executing this Agreement, you are acknowledging acknowledge that you have been afforded sufficient time to understand the terms and effects of this Agreement, that your agreements and obligations hereunder are made voluntarily, knowingly and without duress, and that neither the Company nor its agents or representatives have has not made any representations inconsistent with the provisions of this Agreement. The parties agree that the last act necessary to render this Agreement effective is for the Company to sign the Agreement, and that the This Agreement may be signed on one or more copies, each of which when signed will shall be deemed to be an original, and all of which together will shall constitute one and the same Agreement. 7 Synlogic, Inc. 000 Xxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 If you agree to the foregoingforegoing correctly sets forth our understanding, please sign sign, date and return the enclosed copy of this Agreement to me no later than twenty-one days after you receive itthe Company. SincerelySynlogic, ACHILLION PHARMACEUTICALSInc., INC. /s/ Xxxxxxx X. Xxxxxxxxx a Delaware corporation By: /s/ Xxxxx Xxxxxxx X. Xxxxxxxxx ItsName: President Xxxxx Xxxxxxx Title: CEO Accepted and Chief Executive Officer DatedAgreed: June 18, 2012 Confirmed, Agreed and AcknowledgedBy: /s/ Xxxxxxxxx X. Xxxx Xxxxxxxxx X. Xxxx DatedXxxxxx Xxxxxx Name: June 18Xxxxxx Xxxxxx Date: December 17, 20122018

Appears in 1 contract

Samples: Letter Agreement (Synlogic, Inc.)

AutoNDA by SimpleDocs

Entire Agreement/Modification/Waiver/Choice of Law/Enforceability. You acknowledge and agree that this Agreement supersedes any and all prior or contemporaneous oral and/or written agreements between you and the Company, Company (except as expressly set forth herein) and sets forth the entire agreement between you and the Company except as specifically set forth hereinCompany. No variations or modifications hereof shall be deemed valid unless reduced to writing and signed by the parties hereto. The failure of the Company to seek enforcement of any provision of this Agreement in any instance or for any period of time shall not be construed as a waiver of such provision or of the Company’s right to seek enforcement of such provision in the future. This Agreement shall be deemed to have been made in the State of Connecticut California and shall be construed in accordance with the laws of Connecticut California without giving effect to conflict of law principles. Both parties hereby waive and renounce in advance any right to a trial by jury in connection with such legal action. The provisions of this Agreement are severable, and if for any reason any part hereof shall be found to be unenforceable, the remaining provisions shall be enforced in full. This Agreement, provided, however, that if any or all of the release is held unenforceable, this Agreement shall be deemed null and all the terms and provisions contained herein, shall bind the respective heirs, personal representatives, successors and assigns of you and the Company, and inure to the benefit of each respective party, its agents, directors, officers, employees, servants, successors and assignsvoid. By executing this Agreement, you are acknowledging that: (1) you have carefully read and understand the terms and effects of this Agreement, including the Section entitled Your Release of Claims; (2) you understand that the Your Release of Claims is legally binding and by signing this Agreement, you give up certain rights; (3) you have been afforded sufficient time to understand the terms and effects of this Agreement, that ; (4) your agreements and obligations hereunder are made voluntarily, knowingly and without duress, ; and that (5) neither the Company nor its agents or representatives have made any representations inconsistent with the provisions of this Agreement. The parties agree that the last act necessary to render this Agreement effective is for the Company to sign the Agreement, and that the This Agreement may be signed on one or more copies, each of which when signed will be deemed to be an original, and all of which together will constitute one and the same Agreement. If you agree to the foregoing, please The Company will counter-sign and return this Agreement to me no later than twenty-one once it receives it from you. This Agreement will remain valid for 21 days after you receive itits delivery to you. SincerelyTerns, ACHILLION PHARMACEUTICALS, INC. /s/ Xxxxxxx X. Xxxxxxxxx Inc. By: Xxxxxxx X. Xxxxxxxxx /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Its: President and Chief Executive Officer Dated: June 18, 2012 Member of the Board Confirmed, Agreed and Acknowledged: /s/ Xxxxxxxxx X. Xxxx Xxxxxxxxx X. Xxxx Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxx Dated: June 18August 2, 20122023 Exhibit A – Resignation Form August 2, 2023 To the Chair of the Terns Pharmaceuticals, Inc. Board of Directors Please be advised that I hereby resign as Chief Executive Officer of Terns Pharmaceuticals, Inc., as Chief Executive Officer of Terns, Inc. and as a member of the Terns Pharmaceuticals, Inc. Board of Directors, as well as from any other officer and director positions for Terns Pharmaceuticals, Inc. and Terns, Inc. and any of their affiliates or subsidiaries thereof effective as of August 2, 2023. _________________________ Xxxxxxx Xxxxxxxx Exhibit B Equity Statement – Shareworks Statement Attached Supplemental Release of Claims I (or my estate representatives) hereby agree and acknowledge that by signing this Supplemental Release of Claims and accepting the Severance benefits set forth in the Agreement between me and Terns, Inc. dated August 2, 2023 (the “Agreement”), and for other good and valuable consideration, hereby waive my right to assert any and all forms of legal claims against the Company (as defined in the Agreement) of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date I execute this Supplemental Release of Claims (the “Supplemental Release of Claims Execution Date”). Except as set forth below, my waiver and release herein is intended to bar any form of legal claim, complaint or any other form of action by me, including but not limited to a class or collective action, whether I seek to participate as a party plaintiff or as a class member (each a “Claim” and jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Supplemental Release of Claims Execution Date. Without limiting the foregoing general waiver and release, I specifically waive and release the Company from any Claim arising from or related to my prior employment relationship with the Company or the termination thereof, including, without limitation: ** Claims under any local, state or federal discrimination, fair employment practices or other employment-related statute, regulation or executive order (as they may have been amended through the Execution Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the federal Age Discrimination in Employment Act, the Civil Rights Acts of 1866 and 1871, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act, the Federal Worker Adjustment and Retraining Notification Act; and any similar California, or other state, federal, or local statute. ** Claims under any other local, state or federal employment related statute, regulation or executive order (as they may have been amended through the Execution Date) relating to any other terms and conditions of employment. ** Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence. ** Any other Claim arising under local, state or federal law. Notwithstanding the foregoing, this section does not release the Company from any obligation expressly set forth in the Agreement, including but not limited to the obligation to pay the Severance. Moreover, this section does not release any claims or entitlements I may have to indemnification from the Company or the benefit of coverage under any D&O policies of insurance applicable to the period for which I served as a Company officer and director. I acknowledge and agree that the Company will not pay me (or my estate) the Severance unless I sign and do not revoke this Supplemental Release of Claims.

Appears in 1 contract

Samples: Terns Pharmaceuticals, Inc.

Entire Agreement/Modification/Waiver/Choice of Law/Enforceability. You acknowledge and agree that that, with the exception of Sections 7, 8 and 9 only of the Employment Agreement, the Plan and any stock option agreements executed by you and the Company, all of which, to the extent modified herein, are incorporated by reference into this Agreement, this Agreement supersedes any and all prior or contemporaneous oral and/or written agreements between you and the Company, and sets forth the entire agreement between you and the Company except as specifically set forth hereinCompany. No variations or modifications hereof shall be deemed valid unless reduced to writing and signed by the parties hereto. The failure of the Company to seek enforcement of any provision of this Agreement in any instance or for any period of time shall not be construed as a waiver of such provision or of the Company’s right to seek enforcement of such provision in the future. This Agreement shall be deemed to have been made in the State of Connecticut Connecticut, shall take effect as an instrument under seal within the State of Connecticut, and shall be governed by and construed in accordance with the laws law of Connecticut the State of Connecticut, without giving effect to conflict of law principles. You agree that any action, demand, claim or counterclaim relating to the terms and provisions of this Agreement, or to its breach, shall be commenced in the State of Connecticut in a court of competent jurisdiction, and you further acknowledge that venue for such actions shall lie exclusively in the State of Connecticut and that material witnesses and documents would be located in the State of Connecticut. Both parties hereby waive and renounce in advance any right to a trial by jury in connection with such legal action. The provisions of this Agreement are severable, and if for any reason any part hereof shall be found to be unenforceable, the remaining provisions shall be enforced in full. This Agreement, and all the terms and provisions contained herein, shall bind the respective heirs, personal representatives, successors and assigns of you and the Company, and inure to the benefit of each respective party, its agents, directors, officers, employees, servants, successors and assigns. By executing this Agreement, you are acknowledging that you have been afforded sufficient time to understand the terms and effects of this Agreement, that your agreements and obligations hereunder are made voluntarily, knowingly and without duress, and that neither the Company nor its agents or representatives have made any representations inconsistent with the provisions of this Agreement. The parties agree that the last act necessary to render this Agreement effective is for the Company you to sign the Agreement, and that the Agreement may be signed on one or more copies, each of which when signed will be deemed to be an original, and all of which together will constitute one and the same Agreement. If you agree to the foregoingforegoing correctly sets forth our understanding, please sign sign, date and return the enclosed copy of this Agreement to me no later than Xxxxx X. Xxxxxx within twenty-one (21) days after you receive itof the date of this letter. Sincerely, ACHILLION PHARMACEUTICALS, INC. 454 LIFE SCIENCES CORPORATION /s/ Xxxxxxx Xxxxx X. Xxxxxxxxx By: Xxxxxxx Xxxxxx Xxxxx X. Xxxxxxxxx Its: Xxxxxx Executive Vice President and & Chief Executive Financial Officer Dated: June 18, 2012 Confirmed, Agreed and Acknowledged: /s/ Xxxxxxxxx Xxxxxxx X. Xxxx Xxxxxxxxx Xxxxxx Xxxxxxx X. Xxxx Xxxxxx Dated: June 18, 20122/10/05 Cc: X. Xxxxxxxx

Appears in 1 contract

Samples: Letter Agreement (Curagen Corp)

Entire Agreement/Modification/Waiver/Choice of Law/Enforceability. You acknowledge and agree that that, except as set forth herein, this Agreement supersedes any and all prior or contemporaneous oral and/or written agreements between you and the Company, and sets forth the entire agreement between you and the Company except as specifically set forth hereinCompany. No variations or modifications hereof shall be deemed valid unless reduced to writing and signed by the parties hereto. This Agreement shall be deemed to have been made in the State of Connecticut California and shall be construed in accordance with the laws of Connecticut California without giving effect to conflict of law principles. Both parties hereby waive and renounce in advance any right to a trial by jury in connection with such legal action. The provisions of this Agreement are severable, and if for any reason any part hereof shall be found to be unenforceable, the remaining provisions shall be enforced in full. This Agreement, and all the terms and provisions contained herein, shall bind the respective heirs, personal representatives, successors and assigns of you and the Company, and inure to the benefit of each respective party, its agents, directors, officers, employees, servants, successors and assigns. By executing this Agreement, you are acknowledging that you have been afforded sufficient time to understand the terms and effects of this Agreement, that your agreements and obligations hereunder are made voluntarily, knowingly and without duress, and that neither the Company nor its agents or representatives have made any representations inconsistent with the provisions of this Agreement. The parties agree that the last act necessary to render this Agreement effective is for the Company to sign the Agreement, and that the Agreement may be signed on one or more copies, each of which when signed will be deemed to be an original, and all of which together will constitute one and the same Agreement. If you agree to the foregoingforegoing correctly sets forth our understanding, please sign sign, date and return the enclosed copy of this Agreement to me no later than twenty-one days after you receive itXxxx Xxxxxx at the Company. Sincerely, ACHILLION PHARMACEUTICALSAlphatec Spine, INC. /s/ Xxxxxxx X. Xxxxxxxxx Inc. By: /s/ Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer Alphatec Holdings, Inc. By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxxxx Its: President and Chief Executive Officer Dated: June 18January 26, 2012 2006 Confirmed, Agreed and Acknowledged: /s/ Xxxxxxxxx X. Xxxx Xxxxxxxxx X. Xxxx Xxxxx Xxxxx Xxxxx Xxxxx Dated: June 18January 26, 20122006

Appears in 1 contract

Samples: Letter Agreement (Alphatec Holdings, Inc.)

Entire Agreement/Modification/Waiver/Choice of Law/Enforceability. You acknowledge and agree that this Agreement supersedes any and all prior or contemporaneous oral and/or written agreements between you and the Company, Company (except as expressly set forth herein) and sets forth the entire agreement between you and the Company except as specifically set forth hereinCompany. No variations or modifications hereof shall be deemed valid unless reduced to writing and signed by the parties hereto. The failure of the Company to seek enforcement of any provision of this Agreement in any instance or for any period of time shall not be construed as a waiver of such provision or of the Company’s right to seek enforcement of such provision in the future. This Agreement shall be deemed to have been made in the State of Connecticut California and shall be construed in accordance with the laws of Connecticut California without giving effect to conflict of law principles. Both parties hereby waive and renounce in advance any right to a trial by jury in connection with such legal action. The provisions of this Agreement are severable, and if for any reason any part hereof shall be found to be unenforceable, the remaining provisions shall be enforced in full. This Agreement, provided, however, that if any or all of the release is held unenforceable, this Agreement shall be deemed null and all the terms and provisions contained herein, shall bind the respective heirs, personal representatives, successors and assigns of you and the Company, and inure to the benefit of each respective party, its agents, directors, officers, employees, servants, successors and assignsvoid. By executing this Agreement, you are acknowledging that: (1) you have carefully read and understand the terms and effects of this Agreement, including the Section entitled Your Release of Claims; (2) you understand that the Your Release of Claims is legally binding and by signing this Agreement, you give up certain rights; (3) you have been afforded sufficient time to understand the terms and effects of this Agreement, that ; (4) your agreements and obligations hereunder are made voluntarily, knowingly and without duress, ; and that (5) neither the Company nor its agents or representatives have made any representations inconsistent with the provisions of this Agreement. The parties agree that the last act necessary to render this Agreement effective is for the Company to sign the Agreement, and that the This Agreement may be signed on one or more copies, each of which when signed will be deemed to be an original, and all of which together will constitute one and the same Agreement. If you agree to the foregoing, please The Company will counter-sign and return this Agreement to me no later than twenty-one once it receives it from you. This Agreement will remain valid for 45 days after you receive itits delivery to you. SincerelyYou may not sign this Agreement prior to July 3, ACHILLION PHARMACEUTICALS2023. DermTech, INC. /s/ Xxxxxxx X. Xxxxxxxxx Inc. By: /s/ Xxx Xxxxxxx X. Xxxxxxxxx Xxx Xxxxxxx Its: President and Chief Executive Officer Dated: June 18, 2012 General Counsel Confirmed, Agreed and Acknowledged: /s/ Xxxxxxxxx X. Xxxx Xxxxxxxxx X. Xxxx Xxxx Xxxx Dated: June 18, 20127/10/2023

Appears in 1 contract

Samples: DermTech, Inc.

Time is Money Join Law Insider Premium to draft better contracts faster.