0000833299-97-000008 Sample Contracts

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WAIVER NO. 2
Employment Agreement • April 2nd, 1997 • Seragen Inc • Biological products, (no disgnostic substances)

Reference is made to the Employment Agreement dated as of November 6, 1996 between Seragen, Inc. (the "Company") and the undersigned, as amended by an Amendment No. 1 to Employment Agreement dated as of December 18, 1996 between the Company and the undersigned and as amended by Waiver to Employment Agreement dated as of January 6, 1997 between the Company and the undersigned (together the "Agreement"). Pursuant to Section 3.6 (viii) of the Agreement, the Company agreed to grant Dr. Nichols certain additional options upon the occurrence of certain events.

WAIVER
Employment Agreement • April 2nd, 1997 • Seragen Inc • Biological products, (no disgnostic substances)

Reference is made to the Employment Agreement dated as of November 6, 1996 between Seragen, Inc. (the "Company") and the undersigned, as amended by an Amendment No. 1 to Employment Agreement dated as of December 18, 1996 between the Company and the undersigned (together the "Agreement"). Pursuant to the Agreement, the Company agreed to file a registration statement on Form S-8 (the "Registration Statement") registering under the Securities Act of 1993 all shares issued or to be issued pursuant to the exercise of the stock options granted to Prior pursuant to the Agreement on or before January 6, 1997.

March 28, 1997 Seragen, Inc. 97 South Street Hopkinton, MA 01748 Re: Employment Agreement Gentlemen: The undersigned hereby confirms that the term "Change in Ownership" as defined in the Employment Agreement dated November 6, 1996 between the...
Employment Agreement • April 2nd, 1997 • Seragen Inc • Biological products, (no disgnostic substances)

The undersigned hereby confirms that the term "Change in Ownership" as defined in the Employment Agreement dated November 6, 1996 between the undersigned and Seragen, Inc. (the "Company") does not include the sale of the Company's manufacturing and clinical operations facilities to Boston University or Boston University's designated affiliate pursuant to the Assets Purchase Agreement dated as of February 14, 1997 between the Company and Boston University.

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