0001193125-05-067267 Sample Contracts

CHINA BASIN LANDING OFFICE LEASE
Office Lease • March 31st, 2005 • Sirna Therapeutics Inc • Pharmaceutical preparations • California

This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between STOCKBRIDGE/MCC-CHINA BASIN L.L.C., a Delaware limited liability company (“Landlord”), and SIRNA THERAPEUTICS, INC., a Delaware corporation (“Tenant”).

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Martin E. Schmieg Philadelphia, PA 19119 Dear Martin:
Non-Competition Agreement • March 31st, 2005 • Sirna Therapeutics Inc • Pharmaceutical preparations • Colorado

This letter shall serve to set forth the terms of employment offered to you by Sirna Therapeutics, Inc. (the “Company”) and acknowledge your acceptance of the employment on such terms as detailed below. This letter (agreement) shall become effective upon the mutually agreed upon start date of your employment with the Company (the “Effective Time”).

Re: Addendum to the Employment Letter dated February 11, 2003, as Amended by Letter dated April 14, 2003
Sirna Therapeutics Inc • March 31st, 2005 • Pharmaceutical preparations

This letter shall serve as an addendum to the terms of employment letter with Sirna Therapeutics, Inc. (the “Company”) dated February 11, 2003, as amended by letter dated April 14, 2003 (the “Employment Agreement”). You hereby acknowledge your acceptance of and agreement with this addendum (the “Addendum”) on such terms as detailed below.

SALE AGREEMENT AMONG SIRNA THERAPEUTICS, INC., SKINETICS BIOSCIENCES, INC., EACH OF THE SELLERS PARTY HERETO AND DAVID SHAW, AS SELLER AGENT Dated as of October 12, 2004, as amended by Amendment No. 1, dated as of November 19, 2004 and by Amendment...
Sale Agreement • March 31st, 2005 • Sirna Therapeutics Inc • Pharmaceutical preparations • New York

THIS SALE AGREEMENT (this “Agreement”), dated as of October 12, 2004, is by and among Skinetics Biosciences, Inc., a Delaware corporation (the “Company”), Sirna Therapeutics, Inc., a Delaware corporation (“Parent”), and Dr. Joseph Carroll (“Carroll”), Dr. Angela M. Christiano (“Christiano”), Dr. Colin Jahoda (“Jahoda”) and Mr. David Shaw (“Shaw”), each a natural person, collectively, as “Sellers”; and, solely with respect to Article VI and Article VIII, Shaw, as agent for the Sellers (in such capacity, the “Seller Agent”). Capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to them in Article IX.

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