Severability Contract Clauses (27,855)

Severability. If any provision of this Plan shall be held to be illegal, invalid or unenforceable under any applicable law, then such contravention or invalidity shall not invalidate the entire Plan and the remainder of the provisions shall remain in full force and effect and in no way shall be affected, impaired or invalidated. Such defective provision shall be deemed to be modified to the extent necessary to render it legal, valid and enforceable, and if no such modification shall render it legal, valid and... enforceable, then this Plan shall be construed as if not containing the provision held to be invalid. 7 EXHIBIT A FORM OF CALL OPTION EXERCISE NOTICE AND AGREEMENT 1 CALL OPTION EXERCISE NOTICE AND AGREEMENT SUTRO BIOPHARMA, INC. 2017 CALL OPTION PLAN *NOTE: You must sign this Notice on Page 3 before submitting it to Sutro Biopharma, Inc. (the "Company") AND you must also sign (a) the then-current signature pages to the SutroVax Co-Sale Agreement and SutroVax Voting Agreement (as those terms are defined in the Notice of Call Option Grant governing the Call Option) and (b) if applicable, (i) an executed Consent of Spouse in the form of Exhibit D to the SutroVax Co-Sale Agreement and (ii) an executed Consent of Spouse in the form of Exhibit C to the SutroVax Voting Agreement, before submitting this Notice to the Company. OPTIONEE INFORMATION: Please provide the following information about yourself ("Optionee"): Name: «Optionee» Social Security Number: Address: Employee Number: Email Address: CALL OPTION INFORMATION: Please provide this information on the call option being exercised (the "Call Option"): Grant No. «No» Date of Grant: «Grant_Date» Call Option Price per Share: $____ Total number of shares of Common Stock of SutroVax, Inc. subject to the Call Option: «Total_Number_of_Options» EXERCISE INFORMATION: Number of shares of Common Stock of SutroVax, Inc. for which the Call 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 "SUTRO BIOPHARMA, INC." ☐ Wire transfer for $____________ ☐ Certificate(s) for ________________ shares of Common Stock of SutroVax, Inc. 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 Call Option Exercise Notice and Agreement, Optionee hereby agrees with, and represents to, the Company as follows: 14. Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased Shares by exercise of this Call Option subject to all other terms and conditions of the Notice of Call Option Grant and the Company's 2017 Call Option Plan, as it may be amended (the "Plan"). View More

Severability. If any provision of the Plan is or becomes or is deemed to be invalid, illegal, or unenforceable for any reason in any jurisdiction or as to any Participant, such invalidity, illegality or unenforceability shall not affect the remaining parts of the Plan, and the Plan shall be construed and 14 enforced as to such jurisdiction or Participant as if the invalid, illegal or unenforceable provision had not been included.

Severability. If any provision of this Note or the application thereof to any persons or entities or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Note shall not be deemed affected thereby and every provision of this Note shall be valid and enforceable to the fullest extent permitted by law.

Severability. In the event that any provision in or obligation under this Agreement shall be invalid, illegal, or unenforceable in any jurisdiction as to either any Party to this Agreement, the validity, legality, or enforceability of other provisions in or obligations under this Agreement shall not in any way be affected or impaired thereby.

Severability. In the event any provision or any portion of any provision hereof or any surviving agreement made a part hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision or portion of provision.

Severability. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations shall not in any way be affected or impaired thereby, and if any provision is inapplicable to any person or circumstances, it shall nevertheless remain applicable to all other persons and circumstances. 17. No Waiver. Each and every right granted to either party hereunder or under any other... document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of either party to exercise, and no delay in exercising, any right will operate as a waiver thereof, nor will any single or partial exercise by BNY Mellon of any right preclude any other or future exercise thereof or the exercise of any other right. View More

Severability. In the event that any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

Severability. If all or any part of this Option Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest ext...ent possible while remaining lawful and valid. View More

Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions of this Agreement; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Severability. If any provision of this Note or the application thereof to any person or circumstance is held to be invalid or unenforceable to any extent, the remainder of this Note shall remain in full force and effect and shall be reformed to render this Note valid and enforceable while reflecting to the greatest extent permissible the intent of the parties hereto.