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Background contract clause examples

Background. The above background is true and correct and is incorporated into this Agreement by reference.

HealthCare Royalty Partners II, L.P. (“HCRP”) is willing to acquire from XOMA the royalty and other payments due to XOMA under the License Agreement and related information and inspection rights, and XOMA and HCRP have entered into negotiations to agree to such a transaction (the “Royalty Interest Acquisition Agreement”). As provided in Section 9.2 of the License Agreement, XOMA is re- questing DYAX’s prior written consent to the assignment of rights under the License Agreement that XOMA proposes to transfer and assign to HCRP pursuant to the Royalty Interest Acquisition Agreement, and DYAX hereby consents to such transfer and assignment by XOMA on the terms and conditions set forth herein.

Background: Chondrial Therapeutics IP Holdings, LLC (f/k/a Chondrial Therapeutics LLC) and IURTC entered into the License Agreement dated November 30, 2016 with IU Agreement No. 2017-0063 (the “Agreement”). Due to a drafting error, Chondrial was incorrectly named as Chondrial Therapeutics IP Holdings, LLC in the Agreement.

Background. The Executive and the Company (f/k/a Infiltrator Systems, Inc.) are parties to an Employment Agreement dated as of March 13, 2000, as amended by that certain Amendment to Employment Agreement, dated January 1, 2005, that certain Amendment to Employment Agreement, dated September 10, 2005 and those certain Amendments to Employment Agreement, dated January 1, 2006 (such agreement as so amended, the “Employment Agreement”), pursuant to which the Executive is currently employed as President and Chief Executive Officer of the Company.

Background. The Plan permits the grant to Employees of cash and equity-based incentive compensation opportunities, including Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Options, including ISOs, NQSOs, and Other Awards such as Stock Appreciation Rights and Cash Incentive Awards.

Background. On November 2, 2015, Incyte and Agenus agreed to include the TIGIT Project and [********] Project as Assumed Projects, each as a Profit-Share Project. This agreement was confirmed by the Parties in writing by letter exchanges on November 6, 2015 and November 25, 2015.

Background. SCC has advised Employee that it is ending his employment relationship for reasons that have been explained to him. This Agreement is entered into to encourage Employee to remain a full-time employee performing satisfactory services during a transition period that is expected to last through May 31, 2019 (the “Expected Employment Termination Date”). This date is subject to change at SCC’s discretion. This Agreement is not intended to create a contract of employment for any definite term, nor change the at-will nature of Employee’s employment but identifies the compensation Employee will receive if the stated conditions are met.

BACKGROUND. The Plan is considered to be and shall be operated as a subplan of the LTIP. The Plan was amended September 9, 2015, to, among other things, change the date of the Annual Stock Grant under Article 6.

Background. This Agreement is being entered into m connection with that certain Agreement for Sale and Purchase with an Effective Date of , 20 (the "Purchase Agreement"), pursuant to which Seller has agreed to sell to Purchaser and Purchaser has agreed to purchase from Seller certain property referred to as WestPoint Shopping Center, Beglis Parkway, Sulphur, LA. Under the terms of the Purchase Agreement, Purchaser has agreed to deliver certain deposits into escrow with Escrow Agent (when and to the extent received by Escrow Agent, the "Deposit") in accordance with the terms of the Purchase Agreement. The Deposit is to be held, invested and disbursed by Escrow Agent in accordance with the terms of this Agreement.

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