XXX LILLY AND COMPANY. By: ------------------------------------ Printed Name: -------------------------- Title: --------------------------------- EXHIBIT B GUARANTY Guaranty In consideration of Lilly's entering into that certain Assignment, Transfer and Assumption Agreement dated the ________ day of ________________, 2002 (the "Assignment Agreement") with NeoSan Pharmaceuticals Inc. ("Neosan"), which is a wholly-owned subsidiary of aaiPharma Inc., and that certain Manufacturing Agreement dated the ________ day of ______________, 2002 (the "Manufacturing Agreement") with NeoSan, aaiPharma Inc. hereby guaranties the performance by Neosan of Neosan's obligations under the Assignment Agreement and the Manufacturing Agreement, when and as due, subject to all defenses that Neosan may lawfully have with respect to any claims by Lilly. aaiPHARMA INC. By: ------------------------------------ Printed Name: -------------------------- Title: --------------------------------- Dated: --------------------------------- EXHIBIT C LOAN FACILITY HIGHLY-CONFIDENT LETTER [BANC OF AMERICA SECURITIES LLC LETTERHEAD] HIGHLY CONFIDENT LETTER - SENIOR SECURED CREDIT FACILITIES February [__], 2002 aaiPharma, Inc. 0000 Xxxxxxxxxx Xxxx Xxxxx Xxxxxxxxxx, XX 00000 Attention: Xx. Xxxxxx X. Tabbiner, D.B.A. Dear Mr. Tabbiner: You have advised Bane of America Securities LLC ("BAS") that aaiPharma, Inc. ("AAIPHARMA") intends to acquire the United States' rights to the Darvon(R) and Darvocet(R) branded product lines ("DARVON(R)") from Xxx Xxxxx and Company (the "ACQUISITION"). You have further advised us that you propose to finance a portion of the Acquisition (including the refinancing of existing indebtedness) and related fees and expenses from at least $[**] million in senior secured credit facilities (the "FINANCING") comprised of (i) term loan facilities aggregating $[_________] and (ii) a $[_________] million revolving credit facility. We are pleased to inform you that, based upon (and subject to) our understanding of the Acquisition and current market conditions and subject to the conditions set forth below, we are highly confident of our ability, as underwriter or placement agent, to sell or place the Financing in connection with the Acquisition. The structure, interest rate and yield, covenants and terms of, and the documentation for, the Financing will be as agreed upon by BAS and you based on market conditions at the time of the sale or placement and on the structure and documentation of the Acquisition...

XXX LILLY AND COMPANY. [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. This Agreement (the “Agreement”), effective as of 8th October 2013 (the “Effective Date”), is entered into by and among Xxxxxxxxx China MediTech Limited, a company organized and existing under the laws of the Cayman Islands with its principal offices at XX Xxx 000, Xxxxxx Xxxxx, Grand Cayman, KY1-1104, Cayman Islands (“Xxxxxxxxx”) and Xxx Lilly and Company, an U.S.A. company, organized and existing under the laws of the State of Indiana, having a place of business at Lilly Xxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000 U.S.A(“Lilly”). Xxxxxxxxx and Lilly may be referred to herein individually as a “Party” or collectively as the “Parties.” Reference to a Party shall be deemed to include that Party’s Affiliates.

XXX LILLY AND COMPANY. Xxxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000, Xxxxxx Xxxxxx of America (“Lilly”). Lilly and Immunocore are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

XXX LILLY AND COMPANY. The name, business address, title, and present principal occupation or employment of each of the directors and executive officers of Lilly are set forth below. The address of Lilly is: Lilly Corporate Center, Xxxxxxxxxxxx, Xxxxxxx 00000. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Lilly. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America. Xxxxx Xxxxxxx Director; Operating Partner, Advent International Corporation Xxxxxxxxx Xxxxxxx, Ph.D. Director; Xxxx, Xxxxxx School of Public Policy, University of Chicago X. Xxxx Xxxxxxx Director; President and Chief Executive Officer, Syngenta Xxxx Xxxxx Xxxxxx, Ph.D. Director; Senior Scientific Fellow, Broad Institute of MIT and Harvard Xxxxxx Xxxxxxx Director; Executive Vice President and Chief Financial Officer, AutoZone, Inc. Xxxxxxxx X. Xxxxxxx Director; Chief Operating Officer, X. Xxxx Price Group, Inc. Xxxxxxx X. Xxxxxx Xx., M.D. Director; Professor of Medicine, Harvard Medical School Xxxx X. Xxxxxxx Director; Chairman and Chief Executive Officer, Xxxxxx Xxxxxxx Midland Company Citizenship: United States and Argentina Xxxxx X. Xxxxx Director; Chairman, President and Chief Executive Officer, Xxx Xxxxx and Company Xxxxxxxxx X. Xxxxx, M.D., Ph.D. Director; Executive Vice President for Medical Affairs and Medical School Xxxx, University of Michigan Xxxxxxxxx Xxxxxxxxxx Director; Chair of Global ESG Advisory at Teneo Xxxxxxx X. Xxx Director; Former Vice Chairman and Chief Executive Officer, DBS Group Holdings Ltd and DBS Bank Ltd Xxxxx Xxxxxx Director; Senior Vice President and Chief Marketing Officer, Intel Corporation Citizenship: United States and United Kingdom Xxxx Xxxxxxxxx Executive Vice President and Chief Financial Officer Citizenship: United States and Israel Xxxxxxx X. Xxx Executive Vice President, Human Resources and Diversity Xxxx Xxxxx Executive Vice President, General Counsel and Secretary Citizenship: United States and Israel Xxxxxxx Xxxxxxxxx Executive Vice President and President, Manufacturing Operations Xxxxxx Xxxxxxx Executive Vice President; President, Lilly Immunology; President, Lilly USA; and Chief Customer Officer Xxxx X. Xxxxx Executive Vice President and President, Lilly Diabetes Xxxxx X. Xxxxxx Executive Vice President, Global Quality Xxxxx Xxx Xxxxx Executive Vice President, Corporate Affairs and Communications Xxxxx Xxx Executive Vice President and Chief Information and Digital Of...

Related to XXX LILLY AND COMPANY

Health and Life Insurance In the event Employee’s employment is terminated hereunder, the Company shall provide the following health and life insurance benefits: (a) Upon Employee’s termination of employment under this Agreement other than upon Employee’s termination for Cause or upon Employee’s death, the Company shall be responsible for a one-year period following Employee’s Termination Date, the scheduled premium payments (on or before their due dates) on any universal life insurance policy covering Employee’s life which is in force immediately prior to the Termination Date; provided, however, that the Company shall be obligated to pay any such premiums only to the extent that, and on the same basis as, payments are made by the Company on the universal life insurance policies covering officers of the Company with same or similar coverage and further provided that during the period of six months immediately following the Employee’s Termination Date, the Employee shall be obligated to pay the Company the full cost for any such premium payments, and the Company shall reimburse the Employee for any such payments on the first business day that is more than six months after the Employee’s Termination Date, together with interest on such amount from the Termination Date through the date of payment at the Interest Rate. (b) Upon Employee’s termination of employment under this Agreement other than upon a Change of Control (which shall be governed by the COC Severance Plan), Employee’s termination for Cause, or upon Employee’s death, the Company shall, at its expense, provide such medical and dental coverage as in effect immediately prior to the Termination Date for Employee and Employee’s then covered dependents until the end of the period designated for payments to be made hereunder. Thereafter, Employee and his qualified beneficiaries shall be entitled to continue health insurance benefits, under and through the terms of the applicable COBRA law and regulations, at Employee’s own expense until the expiration of COBRA coverage. (c) In the event of Employee’s death during the Term of Employment for a twelve-month period after his death the Company shall make available at its expense medical and dental insurance covering Employee’s spouse and his dependents (collectively, “Employee’s Beneficiaries”) who would have been covered (if the Term of Employment had continued) by the Company’s medical and dental insurance policies as then in effect, and (ii) thereafter for an additional six-month period, such medical and dental insurance in effect from time to time shall be provided to Employee’s Beneficiaries, with Employee’s Beneficiaries (or estate if applicable) to reimburse the Company for the cost of comparable coverage under the provisions of this clause (ii), unless otherwise prohibited by applicable law Thereafter, Employee and his qualified beneficiaries shall be entitled to continue health insurance benefits, under and through the terms of the applicable COBRA law and regulations, at Employee’s own expense until the expiration of COBRA coverage. (d) Any taxable welfare benefits provided pursuant to this Section 13 that are not “disability pay” or “death benefits” within the meaning of Treasury Regulation Section 1.409A-1(a)(5) (collectively, the “Applicable Benefits”) shall be subject to the following requirements in order to comply with Section 409A of the Code. The amount of any Applicable Benefit provided during one taxable year shall not affect the amount of the Applicable Benefit provided in any other taxable year, except that with respect to any Applicable Benefit that consists of the reimbursement of expenses referred to in Section 105(b) of the Code, a limitation may be imposed on the amount of such reimbursements over some or all of the applicable severance period, as described in Treasury Regulation Section 1.409A-3(i)(iv)(B). To the extent that any Applicable Benefit consists of the reimbursement of eligible expenses, such reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred. No Applicable Benefit may be liquidated or exchanged for another benefit.
Incorporation and Good Standing of the Company and its Subsidiaries The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of the subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.
Healthcare Section 1. Bargaining unit employees with one (1) year or more of service will be provided coverage for the duration of this contract through the “Full Coverage” Team Care Plan (“Team Care MM200”), which includes dental, vision, life, short term disability, medical and prescription drug benefits. Prior to January 1, 2020, bargaining unit employees with less than one (1) year of service will be provided coverage through the “Medical Only” plan. On January 1, 2020, all bargaining unit employees enrolled in the Medical Only plan shall be enrolled in the Full Coverage plan, and the Medical Only plan will eliminated. The rates for 2019 and a further description of the plan and rates are referenced
Pueblo scholarship This articulation transfer agreement replaces all previous agreements between ACC and CSU-Pueblo in Bachelor of Science or Bachelor of Arts in Psychology. This agreement will be reviewed annually and revised (if necessary) as mutually agreed.
Home Health Care This plan covers the following home care services when provided by a certified home healthcare agency: • nursing services; • services of a home health aide; • visits from a social worker; • medical supplies; and • physical, occupational and speech therapy.
Benefit to Citizens of Xxxxxxx County The safety of the citizens of Xxxxxxx County is enhanced through this Agreement, which promotes safe boating conditions and reduces costs associated with patrols of recreational waterways.
Financial Attributes of Non-Wholly Owned Subsidiaries When determining the Applicable Margin and compliance by the Borrower with any financial covenant contained in any of the Loan Documents, only the Ownership Share of the Borrower of the financial attributes of a Subsidiary that is not a Wholly Owned Subsidiary shall be included when including financial information from a Subsidiary that is not a Wholly Owned Subsidiary.
Health Care The Company will reimburse the Executive for the cost of maintaining continuing health coverage under COBRA for a period of no more than 12 months following the date of termination, less the amount the Executive is expected to pay as a regular employee premium for such coverage. Such reimbursements will cease if the Executive becomes eligible for similar coverage under another benefit plan.
Leave for Medical and Dental Care (a) Where it is not possible to schedule medical and/or dental appointments or appointments with a registered midwife outside regularly scheduled working hours, reasonable time off for such appointments for employees or for dependent children shall be permitted, but where any such absence exceeds two hours, the full-time absence shall be charged to the entitlement described in Clause 20.12. "Medical, dental and/or registered midwife appointments" include only those services covered by the BC Medical Services Plan, the Public Service Dental Plan, the Extended Health Benefit Plan and assessment appointments with the Employee and Family Assistance Program. (b) Employees in areas where adequate medical and dental facilities are not available shall be allowed to deduct from their credit described in Clause 20.12 the necessary time including travel and treatment time up to a maximum of three days to receive medical and dental care at the nearest medical centre for the employee, their spouse, dependent child and a dependent parent permanently residing in the employee's household or with whom the employee permanently resides. The Employer may request a certificate of a qualified medical or dental practitioner, as the case may be, stating that treatment could not be provided by facilities or services available at the employee's place of residence. An employee on leave provided by this clause shall be entitled to reimbursement of reasonable receipted expenses for accommodation and travel to a maximum of $510 effective April 1, 2019, $520 effective April 1, 2020, and $530 effective April 1, 2021 per calendar year. (c) An employee otherwise entitled to leave pursuant to (b) above who chooses to travel on a vacation day or a day of rest or to remain at work and not accompany their spouse, dependent child or dependent parent, as provided in (b) above, may claim the reimbursement of receipted expenses under the conditions stipulated. (d) Employees in receipt of STIIP benefits who would otherwise qualify for leave under this clause shall be eligible to claim expenses in the manner described above. (e) Where leave pursuant to (b) above would be reduced, the Employer may approve airfare payment for the employee in lieu of the $510 effective April 1, 2019, $520 effective April 1, 2020, and $530 effective April 1, 2021 reimbursement, once per calendar year. (f) For the purpose of this clause, "child" includes a child over the age of 18 residing in the employee's household who is permanently dependent on the employee due to mental or physical impairment.
Incorporation and Good Standing of the Company The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing in the State of California and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to qualify would not result in a Material Adverse Change.

XXX LILLY AND COMPANY Sample Clauses

Filter & Search

Related Clauses

Related to XXX LILLY AND COMPANY