Prior Agreement Contract Clauses (302)

Prior Agreement. This Agreement shall replace any prior agreement between you and Oncternal relative to your Services as a consultant, and this Agreement contains the entire understanding of the parties with respect to the Services to be provided by you. Further, it shall be amended only in writing agreed to by both parties. 8 Please indicate your acceptance of the foregoing by signing in the space provided below and returning one original letter to my attention. Sincerely, Oncternal Therapeutics, Inc. By: /s/ J...ames Breitmeyer James Breitmeyer, M.D. View More

Prior Agreement. This Agreement shall be effective immediately and shall govern the relationship between the Executive and the Company from and after the Effective Date, and, as of the Effective Date, supersedes and negates all previous agreements and understandings with respect to such relationship, including the Prior Agreement, and the Prior Agreement is hereby terminated effective as of the Effective Date. For greater certainty, Executive does not waive any amounts payable to the Executive under the Prior Ag...reement relating to services performed prior to the Effective Date which shall remain owing to the Executive in accordance with the terms of the Prior Agreement. View More

Prior Agreement. Executive hereby represents that, except as Executive has fully disclosed previously in writing to the Company, Executive is not bound by the terms of any agreement with any previous or current employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of his employment with the Company or to refrain from competing, directly or indirectly, with the business of such employer or any other party. Executive further represents... that his performance of all the terms of this Agreement as an employee of the Company does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by him in confidence or in trust prior to Executive's employment with the Company. Executive will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others. 15 ACTIVE/97201856.2 12. Remedies Upon Breach. Executive understands that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and Executive considers them to be reasonable for such purpose. Any breach of this Agreement is likely to cause the Company substantial and irrevocable damage and therefore, in the event of such breach, the Company, in addition to such other remedies which may be available, will be entitled to specific performance and other injunctive relief, without the posting of a bond. Executive further acknowledges that a court may render an award extending the Restricted Period as one of the remedies in the event of his violation of this Agreement. If Executive violates this Agreement, in addition to all other remedies available to the Company at law (including, without limitation, the Company's right to discontinue any payments Executive may receive pursuant to this Agreement), in equity, and under contract, Executive agrees that Executive is obligated to pay all the Company's costs of enforcement of this Agreement, including reasonable attorneys' fees and expenses. View More