Contract
Exhibit 10.25
This Waiver (this “Waiver”), dated December 29, 2017 (the “Effective Date”), is by and between Zafgen, Inc., a Delaware corporation (the “Company”), and Xxxxxxx Xxxxxxxx (“Xxxxxxxx”), and implements waiver of certain provisions of (i) that certain Offer Letter, dated as of October 3, 2017, by and between the Company and Xxxxxxxx (the “Offer Letter”), and (ii) that certain Non-Qualified Inducement Stock Option Agreement, dated as of October 9, 2017, by and between the Company and Xxxxxxxx (the “Option Agreement”). Defined terms used but not otherwise defined herein, shall have the meanings ascribed to such terms in the Offer Letter or the Option Agreement, as applicable.
1. | Offer Letter: |
a. | The condition in the third bullet point under the Performance Period/Metrics heading of Appendix 1 of the Offer Letter, which reads “In order to earn any options, the Company must also have a reasonable cash runway to pursue its business plans, as determined by the Board” |
b. | The condition in the second bullet point under the Payout Curve heading of Appendix 1 of the Offer Letter, which reads “and the reasonable level of financing has also been achieved” |
2. | Option Agreement: |
a. | The condition in the third bullet point of Schedule A of the Option Agreement, which reads “In order to earn any Option Shares, the Company must also have a reasonable cash runway to pursue its business plans, as determined by the Board”. |
b. | The condition in the second bullet point under the Payout Curve heading of Appendix A of the Option Agreement, which reads “and the reasonable level of financing has also been achieved” |
The parties hereby acknowledge and agree to this Waiver:
ZAFGEN, INC. | ||
By: | /s/ Xxxxx Xxxxxxx | |
Name: | Xxxxx Xxxxxxx | |
Title: | Chairman of the Board of Directors |
/s/ Xxxxxxx Xxxxxxxx |
Xxxxxxx Xxxxxxxx |