Integration clause

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4. Integration Clause; Acknowledgement. This letter agreement contains the entire agreement between you and the Company relating to the Retention Bonus Opportunity and supersedes any and all prior agreements and understandings related to any retention bonus compensation. This Agreement cannot be changed or modified except by formal written instrument executed by you and the CEO of the Company or another person authorized by the CEO. By signing below where indicated, you acknowledge and agree that the Retention Bonus is entirely separate from your base compensation as well as from any performance bonus or severance to which you might otherwise be eligible.

8. Amendments; Termination. This Agreement may not be modified, amended, or terminated, in whole or in part, except by an agreement in writing signed by the parties hereto. The Company acknowledges and agrees that this Agreement shall not be amended, waived, canceled, terminated or superseded by any amendment to, or any restatement of, the Purchase Agreement or the IRA, or by any other agreement entered into on or after the date hereof (whether or not it includes an integration clause), except with the prior written consent of Investor which expressly states that this Agreement is so amended, terminated or superseded. Whether or not Investor exercises any of its participation rights under Section 1, 2, 3, or 4 of this Agreement, this Agreement shall automatically terminate and be of no further force or effect upon the first to occur of (i) consummation of an IPO (and, if applicable, the Private Placement), (ii) consummation of a Qualified DPO (and, if applicable, the Private Placement), (iii) consummation of a SPAC Transaction, (iv) consummation of a Deemed Liquidation Event (as defined in the Certificate of Incorporation), or (v) such time as Investor and its Affiliates no longer hold any of securities of the Company; provided that, in the case of the foregoing clauses (i) through (iv), such termination shall not be effective until the Company has fulfilled all of its obligations under this Agreement with respect to such IPO (and, if applicable, the Private Placement), Qualified DPO, SPAC Transaction, or Deemed Liquidation Event, as applicable.

15. Integration Clause and Jurisdiction. This document contains the entire agreement between the parties hereto and cannot be modified except by written amendment signed by both parties. This Agreement supersedes and replaces any other Loan Servicing Agreement between the parties governing this Loan. The invalidity of any portion of this Agreement shall in no way affect the remaining provisions thereof. This Agreement shall be interpreted in accordance with the laws of the State of Nevada without giving effect to the principles of conflict of laws.

12. Integration Clause; Amendment. This Agreement, the General Release, the Indemnification Agreements and the Confidentiality Agreements contain our entire agreement with regard to your retirement and separation from employment, and supersede and replace any prior agreements as to those matters, whether oral or written. This Agreement and the General Release may not be changed or modified, in whole or in part, except by an instrument in writing signed by both (i) you and (ii) one of the Chief Executive Officer of the Company, on behalf of the Company.

3.Integration Clause. This Release, together with the letter agreement dated December 5, 2018, contains our entire agreement with regard to the separation of your employment, and supersedes and replace any prior agreements as to those matters, whether oral or written. This Release may not be changed or modified, in whole or in part, except by an instrument in writing signed by you and the Chief Executive Officer of the Company or his/her successor.

4.Integration Clause; Acknowledgement. This letter agreement contains the entire agreement between you and the Company relating to the Retention Bonus opportunity and supersedes any and all prior agreements and understandings related to any bonus compensation. This Agreement cannot be changed or modified except by formal written instrument executed by you and the Chairman of the Board or another person authorized by the Board. By signing below where indicated, you acknowledge and agree that the Retention Bonus Amount is entirely separate

3.4. Integration Clause. This Amendment and the Research Agreement represents and embodies all the agreements and negotiations between the parties hereto and no verbal agreements or correspondence prior to the date of execution of this Amendment shall be held to vary the provisions hereon. 3.5. Modifications and Changes. This Amendment and the research contemplated hereunder may not be amended, modified or extended unless by the mutual written consent of the parties hereto. Such consent shall be in writing and shall be executed by the parties prior to the time such amendment, modification or extension shall take effect. 3.6. Language. The Parties hereto agree that this document be drawn up in English. Les Parties aux présentes conviennent que ce document soit rédigé en anglais.

7.Integration Clause. This Release, the Confidentiality Agreement and the Agreement contain the Parties’ entire agreement with regard to the transition and separation of Mr. Walker’s employment, and supersede and replace any prior agreements as to those matters, whether oral or written. This Release may not be changed or modified, in whole or in part, except by an instrument in writing signed by Mr. Walker and the Chief Executive Officer of the Company.

15.Integration Clause. This Agreement, together with the Confidentiality Agreement and the Release of Claims, contain the entire agreement of the parties with regard to the separation of Mr. Walker’s employment, and supersedes any prior agreements as to that matter, including, without limitation, the Offer Letter and the Severance Agreement. This Agreement may not be changed or modified, in whole or in part, except by an instrument in writing signed by Mr. Walker and the Chief Executive Officer or other responsible officer of the Company.

On January 9, 2016 (the “Effective Date”), Seres Therapeutics, Inc. (the “Company”) entered into a Collaboration and License Agreement (the “License Agreement”) with Nestec Ltd. (“Nestlé”), an affiliate of Nestlé Health Science, and, solely for the purpose of the integration clause of the Licence Agreement, Nestlé Health Science SA. Pursuant to the License Agreement, the Company granted to Nestlé, under certain of the Company’s patent rights and know how: (i) an exclusive, royalty-bearing license to develop and commercialize certain products based on the Company’s microbiome technology that are developed for the treatment of Clostridium difficile infection (“CDI”), including the Company’s products SER-109 and SER 262; the treatment of inflammatory bowel disease, including ulcerative colitis and Crohn’s disease (“IBD”), including the Company’s products SER-287 and SER-301; or solely if the Parties mutually agree, other indications, in countries outside of the United States and Canada (the “Licensed Territory”); (ii) an exclusive, royalty-bearing license to develop and commercialize SER-109, SER-262, SER-287 and SER-301 and, if the parties mutually agree, other specific products added under the License Agreement (collectively, the “Collaboration Products”), for any indications in the Licensed Territory; and (iii) a non-exclusive license to export, develop and make Collaboration Products in the licensed fields worldwide solely for commercialization in the licensed fields and in the Licensed Territory.

Integration Clause. This Agreement constitutes and contains the entire agreement and understanding between the parties concerning the Employee's employment with the Company, the Employee’s separation from the same, the termination of the Employment Contract, and the other subject matters addressed herein. This Agreement supersedes and replaces all prior negotiations and agreements, proposed or otherwise, whether written or oral, concerning the subject matters of this Agreement. Both the Company and the Employee warrant and represent that no agreements, promises or inducements not expressed in this Agreement have been made to either of them. This Agreement is an integrated document.

7. Integration Clause. This Release and the Agreement dated June 6, 2013 contain our entire agreement with regard to the transition and separation of your employment, and supersede and replace any prior agreements as to those matters, whether oral or written. This Release may not be changed or modified, in whole or in part, except by an instrument in writing signed by both (i) you and (ii) one of the Chief Executive Officer or the General Counsel of the Company, on behalf of the Company.

The Company will provide Financial Advisor (and will request that each prospective purchaser with which the Company enters into negotiations provide Financial Advisor) with such information as Financial Advisor reasonably deems appropriate in connection with its engagement and will provide Financial Advisor with access to the Company's officers, directors and advisors. The Company will be solely responsible for the accuracy and completeness of any information relating to the Company provided by it or on its behalf to Financial Advisor. The Company acknowledges that Financial Advisor: (i) will not be independently verifying the publicly available information or information supplied by or on behalf of the Company in connection with its engagement; (ii) does not assume responsibility for the accuracy of any such information and (iii) will not make an appraisal of any assets or liabilities of the Company or any prospective purchaser. The Company will use commercially reasonable efforts to negotiate an appropriate integration clause or similar provision in any agreement with a prospective purchaser limiting the responsibility of the Company and its advisors to the representations expressly set forth in such agreement.

VII. Integration Clause. This Amendment 02 and the Agreement (as amended by Amendment 01 and this Amendment 02) represents and documents the entirety of the agreement and understanding of the parties hereto with respect to its subject matter. All prior understandings, whether oral or written, other than the Loan Documents, are hereby merged hereinto. NONE OF THE AGREEMENT OR THIS AMENDMENT 02 MAY BE MODIFIED EXCEPT BY A WRITING SIGNED BY LENDER AND BORROWER. Each provision hereof shall be severable from every other provision when determining its legal enforceability such that Lender’s rights and remedies under this Amendment 02and the Agreement may be enforced to the maximum extent permitted under applicable law. This Amendment 02 shall be binding upon, and inure to the benefit of, each party’s respective permitted successors and assigns. This Amendment 02 may be executed in counterpart originals, all of which, when taken together, shall constitute one and the same original document. No provision of any other document between Lender and Borrower shall limit the effectiveness hereof or the rights and remedies of Lender against Borrower.

8. Integration Clause. This Agreement contains the entire agreement of the Parties with regard to the matters set forth in it and shall be binding upon and inure to the benefit of the Parties hereto, jointly and severally, and the executors, administrators, personal representatives, heirs, assigns, and successors of each. The Parties recognize that this Agreement supersedes any and all prior negotiations, representations, or agreements, whether oral or written, with the sole exception of those provisions of the Employment Agreement that survive its termination.

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