Miscellaneous. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts. This Agreement and the
Noncompetition Employee Non-Disclosure, Non-Competition and
Nonsolicitation Agreement and the Invention and Non-Disclosure Assignment of Intellectual Property Agreement contain the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties. Ame
...ndments to this Agreement must be made in writing and signed by both parties. Employer: GELESIS, ENANTA PHARMACEUTICALS, INC. By: /s/ Yishai Zohar Name: Yishai Zohar Title: President and Chief Executive Officer Marc E. Goldberg Marc E. Goldberg Director Employee: /s/ Hassan Heshmati, MD Hassan Heshmati, MD EX-10.10 12 d816226dex1010.htm EX-10.10 EX-10.10 Jay R. Luly Jay R. Luly, individually EX-10.5 6 d401292dex105.htm EX-10.5 EX-10.5 Exhibit 10.10 10.5 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this "Agreement") dated as of April 22, 2015, March 4, 2013, is by and between Gelesis, Inc., a Delaware corporation Enanta Pharmaceuticals, Inc. ("Employer"), 500 Arsenal Street, Watertown, MA 02472, and Hassan Heshmati, MD Jay R. Luly ("Employee"). RECITALS: A. Employer and Employee are parties to a Consultant an Employment Agreement dated as of July 1, 2014 May 7, 2004 (the "Prior Agreement") and, pursuant to Section 9(b)(iii) 7 of the Prior Agreement, wish to amend and restate such Prior Agreement, effective upon closing of a firmly underwritten public offering registered under the Securities Act Qualifying Public Offering (as defined in Employer's Certificate of 1933, as amended Incorporation) (the date of such closing being the "Effective Date" of this Agreement). B. Employee is willing to continue to serve as the President and Chief Medical Office ("CMO") Executive Officer of Employer, and Employer desires to continue to retain Employee in such capacity, after the Effective Date on the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto enter into this Agreement and agree as follows: 1. EMPLOYMENT. (a) Employer shall continue to employ Employee as its CMO. President and Chief Executive Officer. Employee accepts and agrees to continue such employment. (b) Employee shall, during the term of his employment hereunder, devote substantially all of his full working time, energies and attention to the duties of his employment, as they may be established from time to time by the Board of Directors and the Chief Executive Officer of Employer (the "Board") consistent with the position and office occupied by Employee. (c) Employee represents and warrants that Employee has executed and delivered to Employer a Noncompetition an Employee Non-Disclosure, Non-Competition and Nonsolicitation Assignment of Intellectual Property Agreement and an Invention and Non-Disclosure Agreement, in each case on or prior the form attached to the date hereof, Prior Agreement, and that such agreements remain agreement remains in full force and effect as of the date hereof. (d) Subject to paragraph (b) above, it shall not be a violation of this Agreement for Employee to: (i) with prior disclosure to and approval by the Board, serve as a director, officer or trustee of any trade association or of any civic, educational or charitable organization, or (ii) with prior disclosure to the Board, serve as director of any for-profit corporation in each case that does not compete, directly or indirectly, with Employer, and (ii) (iii) manage his and his family's personal affairs and investments (provided that no such investment may exceed two percent (2%) of the equity securities of any entity without prior notice to the Board and further provided that nothing herein shall limit any investment in an entity whose primary purpose is not the day-to-day operation of a particular business).
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Miscellaneous. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts. This Agreement and the
Noncompetition Employee Non-Disclosure, Non-Competition and
Nonsolicitation Agreement and the Invention and Non-Disclosure Assignment of Intellectual Property Agreement contain the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties. Ame
...ndments to this Agreement must be made in writing and signed by both parties. Employer: GELESIS, ENANTA PHARMACEUTICALS, INC. By: /s/ Yishai Zohar Name: Yishai Zohar Title: President and Jay R. Luly Chief Executive Officer Employee: /s/ Hassan Heshmati, MD Hassan Heshmati, MD EX-10.10 12 d816226dex1010.htm EX-10.10 EX-10.10 [-], individually EX-10.17 14 d401292dex1017.htm EX-10.17 EX-10.17 Exhibit 10.10 10.17 FORM OF AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this "Agreement") dated as of April 22, 2015, [ ], is by and between Gelesis, Inc., a Delaware corporation Enanta Pharmaceuticals, Inc. ("Employer"), 500 Arsenal Street, Watertown, MA 02472, and Hassan Heshmati, MD [ ] ("Employee"). RECITALS: A. Employer and Employee are parties to a Consultant [ ] Agreement dated as of July 1, 2014 [ ] (the "Prior Agreement") and, pursuant to Section 9(b)(iii) [-] of the Prior Agreement, wish to amend and restate such Prior Agreement, effective upon closing of a firmly underwritten public offering registered under the Securities Act Qualifying Public Offering (as defined in Employer's Certificate of 1933, as amended Incorporation) (the date of such closing being the "Effective Date" of this Agreement). B. Employee is willing to continue to serve as the Chief Medical Office ("CMO") [ ] of Employer, and Employer desires to continue to retain Employee in such capacity, after the Effective Date on the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto enter into this Agreement and agree as follows: 1. EMPLOYMENT. (a) Employer shall continue to employ Employee as its CMO. [ ]. Employee accepts and agrees to continue such employment. (b) Employee shall, during the term of his employment hereunder, devote substantially all of his full working time, energies and attention to the duties of his employment, as they may be established from time to time by the Board of Directors and the Chief Executive Officer of Employer (the "Board") consistent with the position and office occupied by Employee. (c) Employee represents and warrants that Employee has executed and delivered to Employer a Noncompetition an Employee Non-Disclosure, Non-Competition and Nonsolicitation Assignment of Intellectual Property Agreement and an Invention and Non-Disclosure Agreement, in each case on or prior the form attached to the date hereof, Prior Agreement, and that such agreements remain agreement remains in full force and effect as of the date hereof. (d) Subject to paragraph (b) above, it shall not be a violation of this Agreement for Employee to: (i) with prior disclosure to and approval by the Board, serve as a director, officer or trustee of any trade association or of any civic, educational or charitable organization, or (ii) with prior disclosure to the Board, serve as director of any for-profit corporation in each case that does not compete, directly or indirectly, with Employer, and (ii) (iii) manage his and his family's personal affairs and investments (provided that no such investment may exceed two percent (2%) of the equity securities of any entity without prior notice to the Board and further provided that nothing herein shall limit any investment in an entity whose primary purpose is not the day-to-day operation of a particular business).
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Miscellaneous. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts. This Agreement and the Noncompetition and Nonsolicitation Agreement and the Invention and Non-Disclosure Agreement contain the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties. Amendments to this Agreement must be made in writing and signed by both parties.
... Employer: GELESIS, INC. By: /s/ Yishai Zohar Robert Armstrong, Ph.D. Name: Yishai Zohar Robert Armstrong, Ph.D. Title: President and Chief Executive Business Officer Employee: /s/ Hassan Heshmati, MD Hassan Heshmati, MD EX-10.10 12 d816226dex1010.htm EX-10.10 EX-10.10 Yishai Zohar Yishai Zohar EX-10.8 10 d816226dex108.htm EX-10.8 EX-10.8 Exhibit 10.10 10.8 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this "Agreement") dated as of April 22, 2015, is by and between Gelesis, Inc., a Delaware corporation ("Employer"), and Hassan Heshmati, MD Yishai Zohar ("Employee"). RECITALS: A. Employer and Employee are parties to a Consultant an Employment Agreement dated as of July November 1, 2014 2011, as amended February 3, 2015 (the "Prior Agreement") and, pursuant to Section 9(b)(iii) 10 of the Prior Agreement, wish to amend and restate such Prior Agreement, effective upon closing of a firmly underwritten public offering registered under the Securities Act of 1933, as amended (the date of such closing being the "Effective Date" of this Agreement). B. Employee is willing to continue to serve as the Chief Medical Office ("CMO") Executive Officer ("CEO") of Employer, and Employer desires to continue to retain Employee in such capacity, after the Effective Date on the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto enter into this Agreement and agree as follows: 1. EMPLOYMENT. (a) Employer shall continue to employ Employee as its CMO. CEO. Employee accepts and agrees to continue such employment. (b) Employee shall, during the term of his employment hereunder, devote substantially all of his full working time, energies and attention to the duties of his employment, as they may be established from time to time by the Board of Directors and the Chief Executive Officer of Employer (the "Board") consistent with the position and office occupied by Employee. (c) Employee represents and warrants that Employee has executed and delivered to Employer a Noncompetition and Nonsolicitation Agreement and an Invention and Non-Disclosure Agreement, in each case on or prior to the date hereof, and that such agreements remain in full force and effect as of the date hereof. (d) Subject to paragraph (b) above, it shall not be a violation of this Agreement for Employee to: (i) with prior disclosure to and approval by the Board, serve as a director, officer or trustee of any trade association or of any civic, educational or charitable organization, or any for-profit corporation in each case that does not compete, directly or indirectly, with Employer, and (ii) manage his and his family's personal affairs and investments (provided that no such investment may exceed two percent (2%) of the equity securities of any entity without prior notice to the Board and further provided that nothing herein shall limit any investment in an entity whose primary purpose is not the day-to-day operation of a particular business).
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Miscellaneous. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts. This Agreement and the Noncompetition and Nonsolicitation Agreement and the Invention and Non-Disclosure Agreement contain the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties. Amendments to this Agreement must be made in writing and signed by both parties.
... Employer: GELESIS, INC. By: /s/ Yishai Zohar Name: Yishai Zohar Title: President and Chief Executive Officer Employee: /s/ Hassan Heshmati, MD Hassan Heshmati, MD EX-10.10 12 d816226dex1010.htm EX-10.10 EX-10.10 Eyal S. Ron, Ph.D. Eyal S. Ron, Ph.D. EX-10.13 13 d816226dex1013.htm EX-10.13 EX-10.13 Exhibit 10.10 10.13 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this "Agreement") dated as of April 22, 2015, is by and between Gelesis, Inc., a Delaware corporation ("Employer"), and Hassan Heshmati, MD Eyal S. Ron, Ph.D. ("Employee"). RECITALS: A. Employer and Employee are parties to a Consultant Agreement dated as of July April 1, 2014 2013 (the "Prior Agreement") and, pursuant to Section 9(b)(iii) 8(b)(iii) of the Prior Agreement, wish to amend and restate such Prior Agreement, effective upon closing of a firmly underwritten public offering registered under the Securities Act of 1933, as amended (the date of such closing being the "Effective Date" of this Agreement). B. Employee is willing to serve as the Chief Medical Office ("CMO") Technical Officer ("CTO") of Employer, and Employer desires to retain Employee in such capacity, after the Effective Date on the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto enter into this Agreement and agree as follows: 1. EMPLOYMENT. (a) Employer shall employ Employee as its CMO. CTO. Employee accepts and agrees to such employment. (b) Employee shall, during the term of his employment hereunder, devote substantially all of his full working time, energies and attention to the duties of his employment, as they may be established from time to time by the Board of Directors and the Chief Executive Officer of Employer (the "Board") consistent with the position and office occupied by Employee. (c) Employee represents and warrants that Employee has executed and delivered to Employer a Noncompetition and Nonsolicitation Agreement and an Invention and Non-Disclosure Agreement, in each case on or prior to the date hereof, and that such agreements remain in full force and effect as of the date hereof. (d) Subject to paragraph (b) above, it shall not be a violation of this Agreement for Employee to: (i) with prior disclosure to and approval by the Board, serve as a director, officer or trustee of any trade association or of any civic, educational or charitable organization, or any for-profit corporation in each case that does not compete, directly or indirectly, with Employer, and (ii) manage his and his family's personal affairs and investments (provided that no such investment may exceed two percent (2%) of the equity securities of any entity without prior notice to the Board and further provided that nothing herein shall limit any investment in an entity whose primary purpose is not the day-to-day operation of a particular business).
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