Agreement to Subscribe (a) The Subscriber hereby subscribes for and agrees to purchase, /X/ as a Class A Partner, or / / as a Class B Partner, (i) the interest in the Company (the "First Closing Partnership Interest") set forth opposite the name of the Subscriber on the signature page to this Admission Agreement (expressed in terms of a percentage representing the Post Recoupment Percentage Interest (as defined in the Partnership Agreement [as defined below] to be owned by the Subscriber subject to the terms and conditions of the Partnership Agreement), and the Company hereby agrees to issue and sell such Percentage Interests to the Subscriber, on the terms set forth herein, for the purchase price (the "First Closing Purchase Price") equal to the dollar amount set forth as such opposite the name of the Subscriber on the signature page to this Admission Agreement; and (ii) the interest in the Company (the "Second Closing Partnership Interest"), if any, set forth opposite the name of the Subscriber on the signature page to this Admission Agreement (also expressed in terms of a percentage representing the Post Recoupment Percentage Interest to be owned by the Subscriber subject to the terms and conditions of the Partnership Agreement), and the Company hereby agrees to issue and sell the Second Closing Partnership Interest to the Subscriber, on the terms set forth herein, for the purchase price (the "Second Closing Purchase Price") equal to the dollar amount set forth as such opposite the name of the Subscriber on the signature page to this Admission Agreement. The Subscriber acknowledges that the First Closing Partnership Interest shall be subject to dilution from the sale of the Second Closing Partnership Interest to the Subscriber, if any, and from sales of interests in the Company to other subscribers contemporaneously with the Second Closing (as defined in Section 1(c)). (b) The First Closing Partnership Interest and the Second Closing Partnership Interest are collectively referred to in this Agreement as the "Partnership Interest." The First Closing Purchase Price and the Second Closing Purchase Price shall be payable by wire transfer of immediately available funds to the following bank account of the Company: To: SunTrust Bank, Central Florida, N A. 200 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 407-▇▇▇-▇▇▇▇ ABA# 0631▇▇▇▇▇ For Benefit of: AHN Partners, L.P. 1000 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇-▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Account No: 0215-252-137-195 (c) The closing of the purchase and the sale of the First Closing Partnership Interest (the "First Closing") and the closing of the purchase and the sale of the Second Closing Partnership Interest (the "Second Closing," and, together with the First Closing, the "Closings") shall take place at the offices of Blum▇▇▇▇▇▇ & ▇ynn▇, ▇ Professional Corporation, at 488 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇unsel for the Company, or at such other place as may be agreed upon by the Company, the Subscriber and each of the other persons (the "Other Subscribers") whose names are set forth on Schedule A-1 to the Partnership Agreement as persons who will become Class A Partners of the Company. The First Closing shall take place on April 16, 1996, or other date or other time, as may be agreed upon by the Company, the Subscriber and each of the Other Subscribers; PROVIDED. that with respect to the Subscriber, the First Closing shall be postponed until the fulfillment of the condition referred to in (d) of this Section 1. The Second Closing shall be held on January 6, 1997, or other date or other time, as may be agreed upon by the Company, the Subscriber and each of the Other Subscribers. (d) Notwithstanding any other provision of this Agreement to the contrary, the obligations of the Subscriber under this Agreement shall be subject in all respects to the receipt by the Subscriber of the consent of its board of directors to the transactions contemplated hereby. The Company will use its best efforts to obtain such consent from its board of directors on or prior to May 15, 1996. If the Subscriber does not receive such consent on or prior to the end of business on May 15, 1996, then this Agreement and the obligations of the parties contained herein shall terminate and be of no further force and effect.
Vendor’s Specific Warranties, Terms, and License Agreements Because TIPS serves public entities and non-profits throughout the nation all of which are subject to specific laws and policies of their jurisdiction, as a matter of standard practice, TIPS does not typically accept a Vendor’s specific “Sale Terms” (warranties, license agreements, master agreements, terms and conditions, etc.) on behalf of all TIPS Members. TIPS may permit Vendor to attach those to this Agreement to display to interested customers what terms may apply to their Supplemental Agreement with Vendor (if submitted by Vendor for that purpose). However, unless this term of the Agreement is negotiated and modified to state otherwise, those specific Sale Terms are not accepted by TIPS on behalf of all TIPS Members and each Member may choose whether to accept, negotiate, or reject those specific Sale Terms, which must be reflected in a separate agreement between Vendor and the Member in order to be effective.
Right to Sublicense Company shall have the right to sublicense to any third party the rights conferred upon Company under this Agreement, subject to the following conditions: 2.4.1 Wistar shall have the right to approve in advance any Sublicensee if Company is not selling Licensed Product at the time of sublicensing negotiations, provided that such approval shall not be unreasonably withheld; and further provided, however, that such approval shall be deemed to have been given if Wistar does not object to the proposed Sublicensee within [**] ([**]) business days after Company notifies Wistar in writing of the name of such Sublicensee. 2.4.2 Any Sublicense shall be in writing, shall be consistent with all of the terms and conditions of this Agreement, and shall incorporate terms and conditions sufficient to enable Company to comply with this Agreement. Without limiting the foregoing, each Sublicense shall (i) provide that in the event Sublicensee brings a Patent Challenge against Wistar or assists another party in bringing a Patent Challenge against Wistar (except as required under a court order or subpoena or if legally compelled by an administrative agency) then Company may terminate the Sublicense, (ii) require Sublicensee to indemnify, hold harmless and defend Wistar and carry insurance under the same terms set forth in Article 6 below, and (iii)state that Wistar is an intended third party beneficiary of such Sublicense, including for the purpose of enforcing such termination, indemnification, and insurance provisions. 2.4.3 No Sublicensee shall be permitted to sublicense further any of its rights under any Sublicense. Each Sublicense shall contain an agreement and acknowledgment by the Sublicensee that such Sublicense and the Sublicensee are subject to the terms and conditions of the license granted to Company under this Agreement. 2.4.4 Notwithstanding any Sublicense, Company shall remain primarily liable to Wistar for all of Company’s duties and obligations contained in this Agreement, and any act or omission of a Sublicensee which would be a breach of this Agreement if performed by Company shall be deemed to be a breach by Company of this Agreement. Wistar Reference No. LIC15-35 Wistar/OncoCyte Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission. Confidential portions are marked [**]. 2.4.5 If Wistar has a claim arising under this Agreement against a Sublicensee, Wistar may seek a remedy directly against Company and may, but is not required to, seek a remedy against the Sublicensee. 2.4.6 If Company becomes subject to a Bankruptcy Event, all payments then or thereafter due and owing to Company from its Sublicensees shall thereupon, and without any notice from Wistar to any such Sublicensee, become payable directly to Wistar for the account of Company; provided, however, that Wistar shall remit to Company any amount by which such payments exceed the amounts owed by Company to Wistar. 2.4.7 Company shall furnish Wistar with a fully executed copy of any Sublicense agreement within thirty (30) days after execution without redaction. 2.4.8 Any sublicense that is not in compliance with all of the provisions of this Section 2.4 shall be void.