Severability Contract Clauses (27,855)

Severability. If any provision of this Note becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, portions of such provision, or such provision in its entirety, to the extent necessary, will be severed from this Note, and such court will replace such illegal, void, or unenforceable provision of this Note with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business, and other purposes of the illegal, void, or unenforc...eable provision. The other provisions of this Note will be enforceable in accordance with their terms. View More

Severability. Whenever possible, each provision of this Side Letter shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Side Letter shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Side Letter.

Severability. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the exte...nt not enforceable) never been contained in this Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. * * * * * Attachments: Annex A: Form of Stock Option Exercise Notice and Agreement 10 ANNEX A FORM OF STOCK OPTION EXERCISE NOTICE AND AGREEMENT EARLY EXERCISE FORM STOCK OPTION EXERCISE NOTICE AND AGREEMENT PRELUDE THERAPEUTICS INCORPORATED 2016 STOCK INCENTIVE PLAN *NOTE: You must sign this Notice on Page 3 before submitting it to Prelude Therapeutics Incorporated (the "Company"). OPTIONEE INFORMATION: Please provide the following information about yourself ("Optionee"): Name: Social Security Number: Address: Employee Number: Email Address: OPTION INFORMATION: Please provide this information on the option being exercised (the "Option"): Grant No. Date of Grant: Type of Stock Option: Option Price per Share: $____ ☐ Nonqualified (NQSO) Total number of shares of Common Stock of the Company subject to the Option: ☐ Incentive (ISO) EXERCISE INFORMATION: Number of shares of Common Stock of the Company for which the Option is now being exercised [________________]. (These shares are referred to below as the "Purchased Shares.") Total Exercise Price Being Paid for the Purchased Shares: $____________ Form of payment enclosed [check all that apply]: ☐ Check for $____________, payable to "Prelude Therapeutics Incorporated." ☐ Certificate(s) for ________________ shares of Common Stock of the Company. These shares will be valued as of the date this notice is received by the Company. [Requires Company consent.] ☐ Automated Clearing House ("ACH") transfer in the amount of $___________. AGREEMENTS, REPRESENTATIONS AND ACKNOWLEDGMENTS OF OPTIONEE: By signing this Stock Option Exercise Notice and Agreement, Optionee hereby agrees with, and represents to, the Company as follows: 1. Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased Shares by exercise of this Option subject to all other terms and conditions of the Notice of Stock Option Grant and the Stock Option Agreement that govern the Option, including without limitation the terms of the Company's 2016 Stock Incentive Plan, as it may be amended (the "Plan"). View More

Severability. The covenants in this Agreement are severable, and if any covenant or portion thereof is held to be invalid or unenforceable for any reason, such covenant or portion thereof shall be modified to the extent necessary to cure such invalidity or unenforceability and all other covenants and provisions shall remain valid and enforceable. 12. Notices to Participant. Any notices or deliveries to Participant hereunder or under the Plan shall be directed to Participant at the address reflected for Partic...ipant on the Company's payroll records or at such other address as Participant may designate in writing to the Company. 13. Binding Effect. Subject to the terms of the Plan, this Agreement shall be binding upon and inure to the benefit of the Company and its assigns, and Participant, his/her heirs and personal representatives. View More

Severability. Any provision contained in this Note which is 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 prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 2 12. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any an...d all right, title, interest or claim of any kind ("Claim") in or to any distribution of or from the trust account to be established in which the proceeds of the IPO conducted by the Maker (including the deferred underwriters discounts and commissions) and certain of the proceeds of the sale of the warrants issued in a private placement to occur in connection with the consummation of the IPO are to be deposited, as described in greater detail in the registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever. View More

Severability. If a court determines that any part of this Agreement is invalid or unlawful, that determination will not affect any other part of this Agreement that can be enforced by disregarding the invalid or unlawful part. The rest of this Agreement will continue in full force and effect. 4 16. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Florida, without regard to its choice of law rules.

Severability. In the event that any provision of this Agreement or application thereof to anyone or under any circumstance is found to be invalid or unenforceable in any jurisdiction to any extent for any reason, such invalidity or unenforceability shall not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. -...4- 14. Counterparts. This Agreement may be executed in several counterparts, each of which is an original and all of which shall constitute one instrument. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts. [Signatures on next page.] View More

Severability. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or 14 provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the e...xtent not enforceable) never been contained in this Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. * * * * *15 Attachments:Annex A: Form of Stock Option Exercise Notice and Agreement ANNEX A FORM OF STOCK OPTION EXERCISE NOTICE AND AGREEMENT STOCK OPTION EXERCISE NOTICE AND AGREEMENT GRAIL, INC. 2016 EQUITY INCENTIVE PLAN *NOTE: You must sign this Notice on Page 3 before submitting it to GRAIL, Inc. (the "Company") AND, if requested to do so by the Company, you must also sign the then-current signature pages to the Company's then-current Company Co-Sale Agreement and Company Voting Agreement (as those terms are defined in the Stock Option Agreement) before submitting this Notice to the Company. OPTIONEE INFORMATION: Please provide the following information about yourself ("Optionee"): Name:Social SecurityNumber:Address:Employee Number:Email Address:OPTION INFORMATION: Please provide this information on the option being exercised (the "Option"): Grant No.Date of Grant:Type of Stock Option:Option Price per Share: $ ☐ Nonqualified (NQSO) Total number of shares of Class A Common Stock ("Common ☐ Incentive (ISO) Stock") of the Company subject to the Option: EXERCISE INFORMATION: Number of shares of Common Stock of the Company for which the Option is now being exercised [_______________]. (These shares are referred to below as the "Purchased Shares.") Total Exercise Price Being Paid for the Purchased Shares: $___________ Form of payment enclosed [check all that apply]: ☐Check for $___________, payable to "GRAIL, Inc." ☐Certificate(s) for _______________ shares of Common Stock of the Company. These shares will be valued as of the date this notice is received by the Company. [Requires Company consent. ]AGREEMENTS, REPRESENTATIONS AND ACKNOWLEDGMENTS OF OPTIONEE: By signing this Stock Option Exercise Notice and Agreement, Optionee hereby agrees with, and represents to, the Company as follows: 1.Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased Shares by exercise of this Option subject to all other terms and conditions of the Notice of Stock Option Grant and the Stock Option Agreement that govern the Option, including without limitation the terms of the Company's 2016 Equity Incentive Plan, as it may be amended (as amended, the "Plan"). View More

Severability. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Company's inability, pursuant to court order or other applicable law, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceabili...ty of the remaining provisions of this Agreement (including without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (ii) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (iii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby. 12 23. Enforcement. The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director or officer of the Company. View More

Severability. Any provision of this Pledge Agreement that is 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 prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or un...enforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. View More