Miscellaneous Contract Clauses (41,182)

Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibitio...n or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors. View More

Miscellaneous. (a) THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Headings used herein are for convenience of reference only and shall not affect the meaning of this Amendment. (c) This Amendment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each o...f which shall be an original and all of which taken together shall constitute one and the same agreement. Executed counterparts may be delivered electronically. View More

Miscellaneous. 11.1. This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant. 11.2. Restricted Stock Awards are not transferable prior to the time such Awards vest in the Participant. 11.3. This Restricted Stock Award will be governed by and construed in accordance with the laws of the State of Nebraska. 11.4. This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable ...thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof. 11.5. Provided there are no adverse accounting consequences to the Company (a requirement to have liability classification of an award under Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 718 is an adverse consequence), a Participant who is not required to have taxes withheld shall have the right to direct the Company to satisfy the minimum required federal, state and local tax withholding (as if the Award were subject to tax withholding) by withholding a number of shares (based on the Fair Market Value on the vesting date) otherwise vesting that would satisfy the minimum amount of required tax withholding. 11.6. The Restricted Stock Award is subject to the regulatory requirements set forth in Section 7.19. View More

Miscellaneous. 3.1 Except as expressly provided herein, this Amendment shall not, by implication or otherwise, alter, modify, amend or in any way affect any of the obligations, covenants or rights contained in the Amended Employment Agreement, all of which are ratified and confirmed in all respects by the Parties and shall continue in full force and effect. Each reference to the Employment Agreement or Amended Employment Agreement hereafter made in any document, agreement, instrument, notice or communication s...hall mean and be a reference to the Employment Agreement, as amended and modified hereby. 3.2 This Amendment and the documents referenced herein, constitute the entire agreement among the Parties with respect to this amendment of the Amended Employment Agreement and supersede all prior agreements, negotiations, drafts, and understandings among the Parties with respect to such subject matter. This Amendment can only be changed or modified pursuant to a written instrument referring explicitly hereto, and duly executed by each of the Parties. 3.3 This Amendment shall be governed and construed as to its validity, interpretation and effect by the laws of the State of California, without reference to its conflicts of law provisions. 3.4 Each party hereto acknowledges that it has had an opportunity to consult with counsel and has participated in the preparation of this Amendment. No party hereto is entitled to any presumption with respect to the interpretation of any provision hereof or the resolution of any alleged ambiguity herein based on any claim that the other party hereto drafted or controlled the drafting of this Amendment. 3.5 This Amendment may be executed and delivered (by facsimile or PDF signature) in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute one and the same instrument. View More

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 Exhibit 10.10 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 ("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 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") 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. 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). View More

Miscellaneous. 11.1 Waivers; Amendments. Any amendment of the Note or this Security Agreement shall require the written consent of Grantor and the Secured Party. Notwithstanding any provision in this Section 11.1 to the contrary, no amendment, modification, termination or waiver affecting or modifying the rights or obligations of the Secured Party hereunder shall be effective unless signed by Grantor and the Secured Party. 11 11.2 Termination of this Security Agreement. Subject to Section 10 hereof, this Secur...ity Agreement shall terminate upon the payment and performance in full of the Secured Obligations and the expiration or termination of any commitment of the Secured Party to make any Loans to Grantor. 11.3 Successor and Assigns. This Security Agreement and all obligations of Grantor hereunder shall be binding upon the successors and assigns of Grantor, and shall, together with the rights and remedies of the Secured Party hereunder, inure to the benefit of the Secured Party, any future holder of any of the Secured Obligations, and their respective successors and assigns. No sales of participations in the Secured Obligations or any portion thereof or interest therein, and no sales, assignments, transfers or other dispositions of any agreement governing or instrument evidencing the Secured Obligations or any portion thereof or interest therein, shall in any manner affect the lien granted to the Secured Party hereunder. 11.4 Governing Law. In all respects, including all matters of construction, validity and performance, this Security Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware applicable to contracts made and performed in such state, without regard to the principles thereof regarding conflict of laws, except to the extent that the UCC provides for the application of the law of a different jurisdiction. 11.5 Counterparts; Facsimile or PDF Copies. This Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same agreement. Executed copies of the signature pages of this Security Agreement sent by facsimile or transmitted electronically in Portable Document Format ("PDF"), or any similar format, shall be treated as originals, fully binding and with full legal force and effect, and the parties waive any rights they may have to object to such treatment. View More

Miscellaneous. (a) Governing Law. In the absence of controlling Federal law, this Agreement shall be governed by and interpreted under the substantive law of the State of New Jersey. (b) Severability. If any provision of this Agreement shall be held to be invalid, void or unenforceable, the remaining provisions hereof shall in no way be affected or impaired, and such remaining provisions shall remain in full force and effect. If a court finds that any provision of this Agreement is invalid or unenforceable, bu...t that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed and enforced as so limited. (c) Entire Agreement; Amendment. This Agreement sets for the entire understanding of the parties with regard to the subject matter contained herein and supersedes any and all prior agreements, arrangements or understandings relating to the subject matter hereof and may only be amended by written agreement signed by both parties hereto or their duly authorized representatives. (d) Successors and Assigns. This Agreement shall be binding upon and become the legal obligation of the successors and assigns of the Employer and shall inure to the benefit of the Employee's estate, heirs and representatives in the event of his death or Disability. (e) Clawback and Recoupment. Any amounts paid to the Employee hereunder shall be subject to any generally applicable clawback or recoupment policy adopted by the Employer, or the requirements of any law or regulation applicable to the Employer and governing the clawback or recoupment of executive compensation. (f) Section 409A Compliance. If the Employee is a "specified employee" for purposes of Section 409A of the Code, to the extent required to comply with Section 409A of the Code, any payments required to be made pursuant to this Agreement which are deferred compensation and subject to Section 409A of the Code (and do not qualify for an exemption thereunder) shall not commence until one day after the day which is six (6) months from the date of termination. Should this Section 11(f) result in a delay of payments to the Employee, on the first day any such payments may be made without incurring a penalty pursuant to Section 409A (the "409A Payment Date"), the Employer shall begin to make such payments as described in this Section 11(f), provided that any amounts that would have been payable earlier but for application of this Section 11(f) shall be paid in lump-sum on the 409A Payment Date. -8- (g) Release. All payments and benefits under Sections 6(d) or 7(c) hereof shall be contingent upon the Employee executing a general release of claims in favor of the Employer, its subsidiaries and affiliates, and their respective officers, directors, shareholders, partners, members, managers, agents or employees, in the form attached hereto as Exhibit A, and which must be executed by the Employee no later than the twenty second (22nd) day after the termination of the Employee's employment. Payments under this Agreement that are contingent upon such release shall, subject to Section 11(f), commence within eight (8) days after such release becomes effective; provided, however, that if the Employee's termination of employment occurs on or after November 15 of a calendar year, then severance payments shall, subject to the effectiveness of such release and Section 11(f), commence on the first business day of the following calendar year. View More

Miscellaneous. 9.1 GOVERNING LAW. This Agreement shall be governed in all respects by the laws of HKSAR Hong Kong. This Agreement is prepared and executed in the English language only and any translation of this Agreement into any other language shall have no effect. 9.2 ATTORNEYS FEES. In the event any proceeding or lawsuit is brought by Weyland Tech or IAM in connection with this Agreement, the prevailing party in such proceeding shall be entitled to receive its costs, expert witness fees and reasonable atto...rneys' fees, including costs and fees on appeal. 9.3 ARBITRATION. Choice of Forum and Venue. Each party to this Agreement shall have the right to have recourse to and shall be bound by the pre-arbitral referee procedure of the International Chamber of Commerce in accordance with its Rules for a Pre-Arbitral Referee Procedure. All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. The parties further agree that the language to be used for any pre-arbitral referee procedures and for the arbitration will be English, and that the Parties shall mutually agree as to the location where any of the foregoing proceedings shall take place. Notwithstanding any other provision of this Agreement, either party shall be entitled to seek injunctive or other provisional relief from any court of competent jurisdiction at any time prior to, during or after any pre-arbitral referee procedure or arbitration proceeding initiated under this Section 10. WEYLAND TECH INC. _____________________ /s/ Brent Y Suen, CEO - Weyland Tech Inc. IAM Inc., _____________________ /s/ Jay Park, President - IAM Inc. . EX-10.1 2 ex10_1apg.htm EXHIBIT 10.1 EXHIBIT 10.1 EXHIBIT 10.1 Weyland Tech Inc. and IAM Inc. SOFTWARE LICENSE AGREEMENT March 14, 2016 Weyland Tech Inc., a Delaware corporation, ( " Weyland Tech " ) and IAM Inc., , a corporation organized and existing under the laws of the Republic of Korea ( " IAM" ) have agreed to establish this SOFTWARE LICENSE AGREEMENT in order to provide IAM with exclusive rights to deploy, utilize, and market Weyland Tech's CreateApp platform (hereinafter "the Technology"). Weyland Tech owns and/or has rights to certain computer software programs, known collectively as the CreateApp Platform ( " the Technology " ) that are useful in creating, managing and coordinating mobile commerce ("m-commerce") channels and transactions. View More

Miscellaneous. This Agreement contains the entire agreement of the parties with respect to its subject matter, provided, however, that if Recipient and the Company are parties to an existing written agreement addressing the subject matter of Section 13, such agreement shall control with respect to such subject matter until the termination thereof, at which time Section 13 shall control. This Agreement shall be binding upon and shall inure to the benefit of the respective parties, the successors and assigns of ...the Company, and the heirs, legatees and personal representatives of Recipient. The parties hereby agree that should any portion of this Agreement be judicially held to be invalid, unenforceable, or void, such portion shall be construed by limiting and reducing it, so as to be enforceable to the maximum extent compatible with the applicable law as is then in effect. View More

Miscellaneous. (a) Assignability. Buyer may assign the rights under this Guaranty (in whole or in part) together with any one or more of the Transaction Documents in accordance with the Repurchase Agreement without in any way affecting Guarantor's liability. Upon request in connection with any such assignment Guarantor shall deliver such documentation as Buyer shall reasonably request. Buyer may from time to time designate any Person to hold and exercise any or all of Buyer's rights and remedies under this Gua...ranty. This Guaranty shall benefit Buyer and its successors and assigns and shall bind Guarantor and its heirs, executors, administrators, successors and assigns. Guarantor may not assign this Guaranty in whole or in part without the prior written consent of Buyer. (b) Notices. All notices, requests, and demands to be made under this Guaranty shall be given in writing and shall be effective for all purposes if hand delivered or sent by (a) hand delivery, with proof of attempted delivery, (b) certified or registered United States mail, postage prepaid, (c) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, or (d) by email provided that such email notice must also be delivered by one of the means set forth in (a), (b) or (c) above, to the address set forth in Annex I attached to this Guaranty or at such other address and person as shall be designated from time to time by any party hereto, as the case may be, in a written notice to the other parties hereto in the manner provided for in this Section 28(b). A notice shall be deemed to have been given: (a) in the case of hand delivery, at the time of delivery, (b) in the case of registered or certified mail, when delivered on a Business Day, (c) in the case of expedited prepaid delivery upon delivery on a Business Day, or (d) in the case of email, upon delivery such email; provided that (i) such email notice was also delivered by one of the means set forth in (a), (b) or (c) above (which may arrive after such email), and (ii) the transmitting party did not receive an electronic notice of a transmission failure. A party receiving a notice which does not comply with the technical requirements for notice under this Section 28(b) may elect to waive any deficiencies and treat the notice as having been properly given. (c) Interpretation. This Guaranty shall be enforced and interpreted according to the laws of the State, including Section 5-1401 of the General Obligations Law, but otherwise disregarding its rules on conflicts of laws. The word "include" and its variants shall be interpreted in each case as if followed by the words "without limitation." -13- 29. Business Purposes. Guarantor acknowledges that this Guaranty is executed and delivered for business and commercial purposes, and not for personal, family, household, consumer, or agricultural purposes. Guarantor acknowledges that Guarantor is not entitled to, and does not require the benefits of, any rights, protections, or disclosures that would or may be required if this Guaranty were given for personal, family, household, consumer, or agricultural purposes. Guarantor acknowledges that none of Guarantor's obligation(s) under this Guaranty constitute(s) a "debt" within the meaning of the United States Fair Debt Collection Practices Act, 15 U.S.C. § 1692a(5), and accordingly compliance with the requirements of such Act is not required if Buyer (directly or acting through its counsel) makes any demand or commences any action to enforce this Guaranty. View More