Other Terms Contract Clauses (221)

Other Terms. By signing this Agreement, you represent to the Company that you have no contractual commitments or other legal obligations that would or may prohibit you from performing your duties for the Company. Please acknowledge, by signing below, that you have accepted this Agreement. Very Truly Yours, /s/ Mark J. Fitzpatrick Mark J. Fitzpatrick President and Chief Executive Officer Chiasma, Inc. I have read and accept this amended and restated employment offer: /s/ William H. Ludlam 2/26/18 William Ludl...am Date EX-10.1 2 d564622dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Chiasma, Inc. 460 Totten Pond Road Suite 530 Waltham, MA 02451 February 23, 2018 William Ludlam, M.D, Ph.D. Re: Amended and Restated Executive Employment Letter Dear William: This amended and restated letter agreement (the "Agreement") confirms the terms and conditions of your employment with Chiasma, Inc. (the "Company") effective February 23, 2018 (the "Effective Date"). It amends, restates and supersedes in all respects your employment agreement with the Company dated August 7, 2015 (the "Prior Agreement") as of the Effective Date, provided that your Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement with the Company dated May 8, 2015 (the "Restrictive Covenant Agreement") shall remain in full effect as modified by this Agreement. View More

Other Terms. This offer is contingent on the completion of successful background checks, as determined by the Company. By signing this Agreement, you represent to the Company that you have no contractual commitments or other legal obligations that would or may prohibit you from performing your duties for the Company. As with any employee, you must submit satisfactory proof of your identity and your legal authorization to work in the United States. Thomas G. McCauley, PhD August 5, 2016 Page - 7 - Please ackn...owledge, by signing below, that you have accepted this Agreement. Very truly yours, RANA THERAPEUTICS, LLC By: /s/ Ronald C. Renaud, Jr. Name: Ronald C. Renaud, Jr. Title: Chief Executive Officer Hereunto Duly Authorized I have read and accepted this employment offer /s/ Thomas G. McCauley Dated: August 6, 2016 Exhibit A Form of Release (copy attached hereto) GENERAL RELEASE AGREEMENT WHEREAS, RaNA Therapeutics, LLC ("RaNA" or the "Company"), and Thomas McCauley (the "Executive," together with the Company, the "Parties"), entered into an employment agreement dated August 5, 2016 (the "Employment Agreement"); WHEREAS, among other things, the Employment Agreement states that the Company may terminate Executive's employment at any time; WHEREAS, the Company has elected to terminate Executive's employment, effective [DATE] (the "Date of Termination"); WHEREAS, the Employment Agreement provides that, in the event that the Company terminates Executive's employment without Cause or the Executive resigns for Good Reason, both as defined in the Employment Agreement, and provided the Executive enters into, does not revoke and complies with the terms of a separation agreement substantially in the form attached hereto as Exhibit A to the Employment Agreement (the "Release"), the Company will provide Executive with the certain Termination Benefits as defined in the Employment Agreement; WHEREAS, this General Release Agreement (the "Release") is the separation agreement referenced in the Employment Agreement. NOW THEREFORE, the Parties hereby agree as follows: 1. Termination Benefits. As consideration for the Executive entering into and complying with this Release, the Executive shall be entitled to the Termination Benefits as defined in and on the terms and conditions set forth in the Employment Agreement. The Executive is entitled to no other post-employment payments or benefits. View More

Other Terms. The Company's failure to strictly enforce any term, or any breach, of this offer letter shall not waive any of its rights subsequently to strictly enforce that or any other term or breach of this offer letter. Each provision of this offer letter is severable, and a finding that a term of this offer letter is invalid, contrary to, or in conflict with, any law or regulation shall not affect the remainder of the offer letter. This offer letter shall be construed, governed by and enforced in accorda...nce with the laws of the State of California, without regard to its conflicts of law principles. * * * * * Ashley, I look forward to you joining Hyperion Therapeutics. If you have any questions or require additional information, please feel free to contact me. Please confirm your acceptance of this offer by signing this offer letter, the Employee Confidential Information and Inventions Assignment Agreement, and the background investigation consent form, and returning the signed documents to Barbara Poole in Human Resources by no later than the close of business on June 28, 2013. Very truly yours, HYPERION THERAPEUTICS, INC. By: /s/ Donald J. Santel Donald J. Santel, CEO I have read and understand the terms and conditions of at-will employment stated in this offer letter, and I accept employment with Hyperion Therapeutics, Inc. upon those terms and conditions: /s/ Ashley Gould Signature of Ashley Gould Dated: 5/23/13 Enclosures: Employee Confidential Information and Inventions Assignment Agreement Summary of Employee Benefits EX-10.8 2 d643959dex108.htm EX-10.8 EX-10.8 Exhibit 10.8 May 22, 2013 REVISED Ashley Gould [HOME ADDRESS] Re: Offer of Employment Dear Ashley: Hyperion Therapeutics, Inc. (the "Company") is pleased to extend this offer of employment to you on the terms and conditions set forth below. View More

Other Terms. This letter contains all of the terms of your employment with the Company. It supersedes any prior understandings or agreements, whether oral or written, regarding your employment. Please indicate your agreement with these terms and accept this offer by signing and dating this letter and returning it to me. Our employment is subject to (i) the Company satisfactorily completing background checks on you (which you authorize the Company to conduct and review) and (ii) your providing legal proof of ...identity and authorization to work in the United States. This offer, if not accepted, will expire at the close of business 5 days after the date first set forth above. Sincerely, Cocrystal Pharma, Inc. /s/ Walt A. Linscott_______ Walt Addison Linscott, Esq. General Counsel and Corporate Secretary On behalf of Cocrystal Pharma, Inc. ACCEPTED AND AGREED TO: /s/ Curtis Dale___________ Curtis Dale September 21, 2015 Date EX-10.1 2 ex10-1.htm CURTIS DALE EMPLOYMENT AGREEMENT (CONTROLLER), EFFECTIVE AS OF SEPTEMBER 21, 2015 ex10-1.htm Exhibit 10.1 COCRYSTAL PHARMA, INC. September 21, 2015 CONFIDENTIAL Mr. Curtis Dale Re: Employment Offer and Terms Dear Chip: This letter is an offer of employment from Cocrystal Pharma, Inc. ("COCP" or the "Company"). If the terms are acceptable to you please indicate your by signing and dating this letter and returning the same to me. View More

Other Terms. The Company may withhold from any amounts payable to you under this Letter Agreement any federal, state, local or foreign taxes that are required to be withheld pursuant to applicable law or regulation. (b) No Representations and Non-Admission. You acknowledge that you have not relied on any representations or statements in determining to execute this Letter Agreement. Nothing contained in this Letter Agreement will be deemed or construed as an admission of wrongdoing or liability on the part of... the Company or any of the other Released Parties or by you. (c) Entire Understanding. This Letter Agreement sets forth the entire agreement between you and the Company regarding the transition of your employment and other service relationships with the Company and its affiliates, and supersedes any other agreements between you and the Company except as set forth herein. -5- (d) Dispute Resolution; Governing Law. Any dispute or controversy arising under or in connection with this Letter Agreement will be settled in accordance with the procedures set forth in Section 17 (other than the first sentence thereof) (Dispute Resolution) of the Employment Agreement under Executive Agreement Plan between you and the Company. This Letter Agreement will be governed by the law of the State of Indiana applicable to contracts made and to be performed entirely within that State, without regard to its conflicts of law principles. (e) Severability; Counterparts. The invalidity or unenforceability of any provision of this Letter Agreement will not affect the validity or enforceability of any other provision. If any provision of this Letter Agreement is held invalid or unenforceable in part, the remaining portion of such provision, together with all other provisions of this Letter Agreement, will remain valid and enforceable and continue in full force and effect to the fullest extent consistent with law. This Letter Agreement may be executed in several counterparts, each of which will be deemed an original, and such counterparts will constitute one and the same instrument. (f) Section 409A of the Code. It is the parties' intent that the payments and benefits provided under this Letter Agreement be exempt from, or comply with, Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and this Letter Agreement will be interpreted accordingly. In this regard each payment under this Letter Agreement will be treated as a separate payment for purposes of Section 409A of the Code. If and to the extent that any payment or benefit is determined by the Company (1) to constitute "non-qualified deferred compensation" subject to Section 409A of the Code and (2) such payment or benefit must be delayed for six months following your separation from service in order to comply with Section 409A(a)(2)(B)(i) of the Code and not cause you to incur any additional tax under Section 409A of the Code, then the Company will delay making any such payment or providing such benefit until the expiration of such six-month period (or, if earlier, your death or a "change in control event" as such term is defined in Section 1.409A-3(i)(5) of the Code). All reimbursements and in-kind benefits provided under this Letter Agreement will be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year (except that a plan providing health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid); (ii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit; and (iii) any reimbursement of an expense must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred. (g) The Company will reimburse you for, or pay directly, all reasonable legal fees (up to $55,000, on a nontax or nontax-equivalent basis) incurred by you in connection with transition planning, negotiation and execution of this Letter Agreement. Such payment will be made within thirty days following the Company's receipt of an invoice for such amounts. [Remainder of Page Left Intentionally Blank] -6- To indicate your agreement with the foregoing, please sign and return this Letter Agreement to me. View More