Letter Amendment definition
Letter Amendment. The Letter Amendment dated October 19, 2004, between Lessor, Lessee and Guarantors.
Letter Amendment is in reference to the Exclusive Patent License Agreement by and between the Massachusetts Institute of Technology (“MIT”) and Selecta Biosciences, Inc. (“Selecta”), effective November 25, 2008, as amended by a First Amendment dated January 12, 2010, (the “MIT License Agreement”). Capitalized terms that are used but not otherwise defined herein shall have the meanings given to such terms in the MIT License Agreement. As we have discussed, MIT understands that COMPANY intends to enter into a License and Research Collaboration Agreement with Sanofi, a société anonyme duly organized and validly existing under the laws of the Republic of France (“SANOFI”) (as amended or restated in the future, the “SANOFI License Agreement”), pursuant to which, among other things, COMPANY will grant to SANOFI a sublicense under certain licenses and rights granted to COMPANY under Section 2.1 of the MIT License Agreement (the “SANOFI Sublicensed Rights”) and a license under other relevant patent rights and know-how controlled by COMPANY pursuant to the terms and conditions therein. COMPANY shall provide MIT a fully signed copy of the SANOFI License Agreement promptly after it is executed. In connection with the execution of the SANOFI License Agreement, COMPANY and M.I.T. hereby agree as follows:
Letter Amendment has been duly executed and delivered by the Borrower. This Letter Amendment and the Southern Completion Guarantee, as amended hereby, are legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, subject to Laws affecting the enforcement of creditors' rights generally and to general principles of equity.
Examples of Letter Amendment in a sentence
This Letter Amendment shall constitute a Loan Document for all purposes of the Amended Loan Agreement.
Delivery of an executed counterpart of a signature page to this Letter Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Amendment.
If the foregoing is acceptable to you, please have an authorized officer of each Borrower execute this Letter Amendment below where indicated and return the same to the undersigned.
This Letter Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
This Letter Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
More Definitions of Letter Amendment
Letter Amendment has been duly executed and delivered by Southern. This Letter Amendment and the Southern Equity Agreement, as amended hereby, are legal, valid and binding obligations of Southern, enforceable against Southern in accordance with their respective terms, subject to Laws affecting the enforcement of creditors' rights generally and to general principles of equity. If you agree to the terms and provisions hereof, please evidence such agreement by executing and returning at least twenty counterparts of this Letter Amendment to the attention of Citibank, N.A., as Agent, Attention: Dave Graber, 2 Penns Way, Suite 200, New Castle, DE 19720, Facsim▇▇▇ ▇▇▇-▇▇▇-6▇▇▇, ▇▇▇▇ ▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ Lexington A▇▇▇▇▇, ▇▇▇ ▇ork, NY 10022, Attention: Nick Dembows▇▇, ▇▇▇▇▇▇▇▇▇: ▇▇▇-▇▇▇-▇▇▇▇. ▇his Letter Am▇▇▇▇▇▇▇ ▇▇▇ ▇▇ executed in ▇▇▇ ▇▇▇▇▇▇ ▇f counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Amendment. This Letter Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, SOUTHERN POWER COMPANY, as Borrower By: -------------------------------- Name: ------------------------------ Title: -----------------------------
Letter Amendment will amend your United Health Care Insurance Company Agent Agreement (the “Agreement”), effective September 1, 2011, as follows:
Letter Amendment and together with the Original Loan Agreement and the First Amendment, the “Loan Agreement”);
Letter Amendment shall have the meaning set forth in Section 6.21 hereof.
Letter Amendment modifies certain provisions set forth in that certain Offer Letter by and between Applied Therapeutics Inc. (the “Company”) and you, dated as of November 17, 2023 (the “Offer Letter”) in connection with your appointment as interim Chief Executive Officer of the Company. Capitalized terms used but not otherwise defined in this Letter Amendment shall have the meanings given to them in the Offer Letter.
Letter Amendment. Cause" means: (i) a material and willful violation of any federal or state law by you, (ii) the commission of a fraud by you against the Company, (iii) your repeated unexplained or unjustified absence from the Company, or (iv) your gross negligence or willful misconduct where such gross negligence or willful misconduct has resulted or is likely to result in substantial and material damage to the Company. Also, for purposes of this letter amendment, a "Change in Control" will occur upon any of the following events: (i) upon the acquisition (other than from Questcor) by any person, entity or "group," within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended from time to time (the "Exchange Act") (excluding, for this purpose, Questcor or its affiliates, or any employee benefit plan of Questcor or its affiliates which acquires beneficial ownership of voting securities of Questcor), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent (50%) or more of either the then outstanding shares of common stock, no par value, of Questcor or the combined voting power of Questcor's then outstanding voting securities entitled to vote generally in the election of directors; (ii) at the time individuals who, as of the date hereof, constitute the Board of Directors (the "Board") of Questcor (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof, whose election, or nomination for election by Questcor's stockholders, was approved by a vote of at least a majori▇▇ ▇▇ ▇▇e directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of Questcor, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for purposes of this letter amendment, considered as though such person were a member of the Incumbent Board; (iii) immediately prior to the consummation by Questcor of a reorganization, merger, consolidation, (in each case, with respect to which persons who were the stockholders of Questcor immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than fifty percent (50%) of the combined voting power enti...
Letter Amendment sets forth Sangamo’s and Pfizer’s understanding and agreement related to transferring the IND for SB-525 and Pfizer potentially paying the [*] milestone for SB-525 ahead of [*] for SB-525. This Letter Amendment is an amendment to the Collaboration Agreement and capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Collaboration Agreement.