Counterparts Contract Clauses (32,839)

Counterparts. This Agreement may be executed in multiple counterparts, which together shall constitute one and the same Agreement. A manually or electronically signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. 6 19. Entire Agreement. This Agreement, together with the Plan, supersede any and all other prior understandings and agreements, either oral or in ...writing, between the parties with respect to the subject matter hereof and constitute the sole and only agreements between the parties with respect to said subject matter. All prior negotiations and agreements between the parties with respect to the subject matter hereof are merged into this Agreement. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement or the Plan, and that any agreement, statement or promise that is not contained in this Agreement or the Plan shall not be valid or binding or of any force or effect. View More

Counterparts. The parties may sign any number of copies of this Thirty-Eighth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Delivery of an executed counterpart of a signature page to this Thirty-Eighth Supplemental Indenture by facsimile, email or other electronic means shall be effective as delivery of a manually executed counterpart of this Thirty-Eighth Supplemental Indenture.

Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. A facsimile, telecopy or other reproduction of this Amendment may be executed by one or more parties and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf of each such party can be seen. Such execution and... delivery shall be considered valid, binding and effective for all purposes. View More

Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement. Facsimile copies of signed signature pages shall be binding originals for all purposes hereunder.

Counterparts. This Waiver may be executed in counterparts (and by different parties hereto in different counterparts), and by facsimile transmission or other electronic means, which signatures shall be considered original executed counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument. Each party to this Waiver agrees that it will be bound by its own facsimile or other electronically transmitted signatur...e and that it accepts the facsimile or other electronically transmitted signature of each other party. View More

Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument. This Amendment may be executed on signature pages exchanged by facsimile or electronic mail, which copies shall be equally as effective as delivery of an original executed counterpart of this Amendment.

Counterparts. This Amendment may be executed in one or more counterparts, each of which when executed shall be deemed to be an original, and such counterparts shall together constitute one and the same instrument.

Counterparts. This Exosomes Fifth Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. [CONTINUED ONTO NEXT PAGE] ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 IN WITNESS WHEREOF, the parties have executed this Exosomes Fifth Amendment as of the day and year first abo...ve written. Dated: June 20, 2018 CAPRICOR, INC. By: /s/ Anthony Bergmann Anthony Bergmann Chief Financial Officer Dated: June 20, 2018 CEDARS-SINAI MEDICAL CENTER By: /s/ James D. Laur, JD James D. Laur, JD Vice President, Technology Transfer & Business Affairs By: /s/ Edward M. Prunchunas Edward M. Prunchunas Executive Vice President, Finance & Chief Financial Officer EX-10.2 3 tv499790_ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 FIFTH AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT THIS FIFTH AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (this "Exosomes Fifth Amendment") is made and entered into as of June 20, 2018 ("Fifth Amendment Date") by and between CEDARS-SINAI MEDICAL CENTER, a California nonprofit public benefit corporation ("CSMC") and CAPRICOR, INC., a Delaware corporation ("Licensee"), under the following circumstances: A.CSMC and Licensee entered into the Exclusive License Agreement dated May 5, 2014, as amended by the First Amendment dated February 27, 2015, the Second Amendment dated June 10, 2015, the Third Amendment dated August 5, 2016, and the Fourth Amendment dated December 26, 2017 (collectively, the "Exosomes License Agreement"). The Exosomes License Agreement pertains to technologies related to extracellular vesicles ("EVs"), which the parties acknowledge are defined by the International Society for Extracellular Vesicles as including exosomes, microvesicles, microparticles, ectosomes, oncosomes and prostasomes. B.CSMC filed additional solely-owned patent applications as listed under Section 2(a)(i)-(ii) and a co-owned patent application as listed under Section 2(b)(i) below (collectively, the "New Applications"). C.The parties desire to amend the Exosomes License Agreement as further described herein to incorporate the rights to the New Applications pertaining to various therapeutic applications with EVs. D.The rights to the New Applications listed below in Section 2(a)(ii) and Section 2(b)(i) are concurrently being exclusively licensed by CSMC to Licensee in that certain Fourth Amendment to the Amended and Restated Exclusive License Agreement (the "CDCs Fourth Amendment") executed concurrently herewith. E.It is the intent of the parties that all rights embodied in the New Applications are being exclusively licensed from CSMC to Licensee through the combination of this Exosomes Fifth Amendment and the CDCs Fourth Amendment. F.For the avoidance of doubt, any other subject matter contained in the New Applications which is not covered by the CDCs Fourth Amendment is covered by this Exosomes Fifth Amendment. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and in the Exosomes License Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 1. Defined Terms. Terms not otherwise defined herein shall have the meaning ascribed to them in the Exosomes License Agreement. View More

Counterparts. This Agreement may be executed in two or more counterparts which together shall constitute a single agreement. 10 15. Successors and Assigns. This Agreement shall not be assignable by any of the parties to this Agreement. This Agreement, however, shall be binding on successors of the parties hereto.