Common use of Other Agreements and Representations Clause in Contracts

Other Agreements and Representations. I further represent and agree to following: (a) subject to the protected activities listed above in Section 1, not to voluntarily (except in response to legal compulsion) assist any third party in bringing or pursuing any proposed or pending litigation, arbitration, administrative claim or other formal proceeding against the Company, its parent or subsidiary entities, investors, affiliates, officers, directors, employees or agents; (b) to cooperate fully with the Company, by voluntarily (without legal compulsion) providing accurate and complete information, in connection with the Company’s actual or contemplated defense, prosecution, or investigation of any claims or demands by or against third parties, or other matters, arising from events, acts, or failures to act that occurred during the period of my employment by the Company; and (c) I hereby acknowledge and reaffirm my continuing obligations under the terms of my Proprietary Information and Inventions Agreement (“PIIA”), a copy of which is attached as Exhibit 1 to this Release and Waiver; and (d) I understand that I am not entitled to any other payments, benefits and/or other consideration from the Company that are not specifically listed in the Agreement. Without limiting the generality of the foregoing, I hereby expressly waive any right or claim that I may have or assert to employment and/or reinstatement to employment, and/or to payment for backpay, front pay, interest, equity, bonuses, damages, benefits, outplacement, severance pay, vacation payments, PTO payments, sick pay, and/or attorneys’ fees, except for those qualified retirement benefits in which I have vested rights under the terms of the applicable plan and applicable law. I further agree and acknowledge that once the Company has provided me the payments and other consideration set forth in the Agreement, the Company will have paid me in full any and all monies owed to me in connection with my employment with the Company and separation from employment, including but not limited to payment for all services performed on behalf of the Company, except as otherwise specifically stated in the Agreement.

Other Agreements and Representations. I further represent and agree to following: agree: (a) subject to the protected activities listed above in Section 1, not to voluntarily (except in response to legal compulsion) assist any third party in bringing or pursuing any proposed or pending litigation, arbitration, administrative claim or other formal proceeding against the Company, its parent or subsidiary entities, investors, affiliates, officers, directors, employees or agents; ; (b) to cooperate fully with the Company, by voluntarily (without legal compulsion) providing accurate and complete information, in connection with the Company’s actual or contemplated defense, prosecution, or investigation of any claims or demands by or against third parties, or other matters, arising from events, acts, or failures to act that occurred during the period of my employment by the Company; and and (c) I hereby acknowledge and reaffirm my continuing obligations under the terms of my Proprietary Confidential Information and Inventions Agreement (“PIIA”as defined in the Employment Agreement). In addition, I hereby represent that I have received all the leave and leave benefits and protections for which I am eligible, pursuant to FMLA, the California Family Rights Act, or any applicable law or Company policy, and I have not suffered any on-the-job injury for which I have not already filed a copy workers’ compensation claim. This Release, together with the Confidential Information Agreement, constitutes the complete, final and exclusive embodiment of which is attached as Exhibit 1 the entire agreement between the Company and me with regard to this Release and Waiver; and (d) I understand that the subject matter hereof. I am not entitled to relying on any other payments, benefits and/or other consideration from promise or representation by the Company that are is not specifically listed in the Agreementexpressly stated herein. Without limiting the generality This Release may only be modified by a writing signed by both me and a duly authorized officer of the foregoingCompany. UNDERSTOOD AND AGREED: XXXXXXXX XXXX Date: January 23, I hereby expressly waive any right or claim that I may have or assert 2014 Xxxxxxxx Xxxx Dear Rebecque: This letter (the “Letter”) serves to employment and/or reinstatement document an adjustment made by the Board of Directors (the “Board”) of Celladon Corporation (the “Company”) to employment, and/or to payment for backpay, front pay, interest, equity, bonuses, damages, benefits, outplacement, severance pay, vacation payments, PTO payments, sick pay, and/or attorneys’ fees, except for those qualified retirement benefits in which I have vested rights under the terms of the applicable plan and applicable law. I further agree and acknowledge that once contingent offer letter from the Company has provided me to you dated August 31, 2013 (the payments and other consideration set forth in the Agreement, the Company will have paid me in full any and all monies owed “Offer Letter”) relating to me in connection with my your continued employment with the Company upon and separation from employment, including but not limited to payment for all services performed on behalf following the date of the underwriting agreement between the Company and the underwriter(s) managing the initial public offering of the Company’s common stock, except pursuant to which such common stock is priced for the initial public offering (the “IPO Date”). The Offer Letter is modified as otherwise specifically stated set forth below. 1. The Offer Letter, as modified by this Letter, shall become effective upon the IPO Date, provided that the pricing of the Company’s potential underwritten initial public offering (the “IPO”) occurs on or prior to February 15, 2014. Accordingly, all references throughout the Offer Letter and this Letter to the “Effective Date” shall mean the IPO Date, provided that the pricing of the IPO occurs on or prior to February 15, 2014. For the avoidance of doubt, if the pricing of the IPO does not occur on or prior to February 15, 2014, the Offer Letter shall not be effective and your Prior Agreement (as defined in the AgreementOffer Letter) shall remain in effect.

Other Agreements and Representations. I further represent and agree to following: agree: (a) subject to the protected activities listed above in Section 1, not to voluntarily (except in response to legal compulsion) assist any third party in bringing or pursuing any proposed or pending litigation, arbitration, administrative claim or other formal proceeding against the Company, its parent or subsidiary entities, investors, affiliates, officers, directors, employees or agents; ; (b) to cooperate fully with the Company, by voluntarily (without legal compulsion) providing accurate and complete information, in connection with the Company’s actual or contemplated defense, prosecution, or investigation of any claims or demands by or against third parties, or other matters, arising from events, acts, or failures to act that occurred during the period of my employment by the Company; and and (c) I hereby acknowledge and reaffirm my continuing obligations under the terms of my Proprietary Confidential Information and Inventions Agreement (“PIIA”as defined in the Employment Agreement). In addition, I hereby represent that I have received all the leave and leave benefits and protections for which I am eligible, pursuant to FMLA, the California Family Rights Act, or any applicable law or Company policy, and I have not suffered any on-the-job injury for which I have not already filed a copy workers’ compensation claim. This Release, together with the Confidential Information Agreement, constitutes the complete, final and exclusive embodiment of which is attached as Exhibit 1 the entire agreement between the Company and me with regard to this Release and Waiver; and (d) I understand that the subject matter hereof. I am not entitled to relying on any other payments, benefits and/or other consideration from promise or representation by the Company that are is not specifically listed in the Agreementexpressly stated herein. Without limiting the generality This Release may only be modified by a writing signed by both me and a duly authorized officer of the foregoingCompany. UNDERSTOOD AND AGREED: XXXXXXX X. XXXX Date: January 23, I hereby expressly waive any right or claim that I may have or assert 2014 Xxxxxxx X. Xxxx Dear Xxxxxxx: This letter (the “Letter”) serves to employment and/or reinstatement document an adjustment made by the Board of Directors (the “Board”) of Celladon Corporation (the “Company”) to employment, and/or to payment for backpay, front pay, interest, equity, bonuses, damages, benefits, outplacement, severance pay, vacation payments, PTO payments, sick pay, and/or attorneys’ fees, except for those qualified retirement benefits in which I have vested rights under the terms of the applicable plan and applicable law. I further agree and acknowledge that once contingent offer letter from the Company has provided me to you dated August 31, 2013 (the payments and other consideration set forth in the Agreement, the Company will have paid me in full any and all monies owed “Offer Letter”) relating to me in connection with my your continued employment with the Company upon and separation from employment, including but not limited to payment for all services performed on behalf following the date of the underwriting agreement between the Company and the underwriter(s) managing the initial public offering of the Company’s common stock, except pursuant to which such common stock is priced for the initial public offering (the “IPO Date”). The Offer Letter is modified as otherwise specifically stated set forth below. 1. The Offer Letter, as modified by this Letter, shall become effective upon the IPO Date, provided that the pricing of the Company’s potential underwritten initial public offering (the “IPO”) occurs on or prior to February 15, 2014. Accordingly, all references throughout the Offer Letter and this Letter to the “Effective Date” shall mean the IPO Date, provided that the pricing of the IPO occurs on or prior to February 15, 2014. For the avoidance of doubt, if the pricing of the IPO does not occur on or prior to February 15, 2014, the Offer Letter shall not be effective and your Prior Agreement (as defined in the AgreementOffer Letter) shall remain in effect.

Other Agreements and Representations. I further represent and agree to following: agree: (a) subject to the protected activities listed above in Section 1, not to voluntarily (except in response to legal compulsion) assist any third party in bringing or pursuing any proposed or pending litigation, arbitration, administrative claim or other formal proceeding against the Company, its parent or subsidiary entities, investors, affiliates, officers, directors, employees or agents; ; (b) to cooperate fully with the Company, by voluntarily (without legal compulsion) providing accurate and complete information, in connection with the Company’s actual or contemplated defense, prosecution, or investigation of any claims or demands by or against third parties, or other matters, arising from events, acts, or failures to act that occurred during the period of my employment by the Company; and and (c) I hereby acknowledge and reaffirm my continuing obligations under the terms of my Proprietary Confidential Information and Inventions Agreement (“PIIA”as defined in the Employment Agreement). In addition, I hereby represent that I have received all the leave and leave benefits and protections for which I am eligible, pursuant to FMLA, the California Family Rights Act, or any applicable law or Company policy, and I have not suffered any on-the-job injury for which I have not already filed a copy workers’ compensation claim. This Release, together with the Confidential Information Agreement, constitutes the complete, final and exclusive embodiment of which is attached as Exhibit 1 the entire agreement between the Company and me with regard to this Release and Waiver; and (d) I understand that the subject matter hereof. I am not entitled to relying on any other payments, benefits and/or other consideration from promise or representation by the Company that are is not specifically listed in the Agreementexpressly stated herein. Without limiting the generality This Release may only be modified by a writing signed by both me and a duly authorized officer of the foregoingCompany. UNDERSTOOD AND AGREED: XXXXXXX XXXXXXX Date: January 23, I hereby expressly waive any right or claim that I may have or assert 2014 Xxxxxxx Xxxxxxx Dear Xxxxxxx: This letter (the “Letter”) serves to employment and/or reinstatement document an adjustment made by the Board of Directors (the “Board”) of Celladon Corporation (the “Company”) to employment, and/or to payment for backpay, front pay, interest, equity, bonuses, damages, benefits, outplacement, severance pay, vacation payments, PTO payments, sick pay, and/or attorneys’ fees, except for those qualified retirement benefits in which I have vested rights under the terms of the applicable plan and applicable law. I further agree and acknowledge that once contingent offer letter from the Company has provided me to you dated August 31, 2013 (the payments and other consideration set forth in the Agreement, the Company will have paid me in full any and all monies owed “Offer Letter”) relating to me in connection with my your continued employment with the Company upon and separation from employment, including but not limited to payment for all services performed on behalf following the date of the underwriting agreement between the Company and the underwriter(s) managing the initial public offering of the Company’s common stock, except pursuant to which such common stock is priced for the initial public offering (the “IPO Date”). The Offer Letter is modified as otherwise specifically stated set forth below. 1. The Offer Letter, as modified by this Letter, shall become effective upon the IPO Date, provided that the pricing of the Company’s potential underwritten initial public offering (the “IPO”) occurs on or prior to February 15, 2014. Accordingly, all references throughout the Offer Letter and this Letter to the “Effective Date” shall mean the IPO Date, provided that the pricing of the IPO occurs on or prior to February 15, 2014. For the avoidance of doubt, if the pricing of the IPO does not occur on or prior to February 15, 2014, the Offer Letter shall not be effective and your Prior Agreement (as defined in the AgreementOffer Letter) shall remain in effect.