EX-10.35
from 10-K
7 pages
Whereas, PYXS and Vox Entered Into a Pyxis Contribution Agreement, Pyxis License Agreement, and Pyxis Services Agreement; Atx and Vox Entered Into an Alloy Contribution Agreement, Alloy Master Services Agreement, and Alloy License Agreement; and the Parties Entered Into an Amended and Restated Operating Agreement (The “Operating Agreement”) and Collaboration Agreement (“Collaboration Agreement”, All Agreements in This Paragraph Collectively the “Vox Agreements”); Whereas, the Parties Have Agreed Pursuant to the Relevant Provisions of Each Vox Agreement to Terminate All Vox Agreements, and the Operating Agreement to Dissolve Vox; and Whereas, the Parties Now Wish to Clarify Certain Rights and Responsibilities Regarding the Vox Programs, Assets, and Liabilities, Including the Program for Initial Selected Target 1 [***] (“Initial Selected Target 1”), in View of the Dissolution of Vox. Now, Therefore, in Consideration of the Foregoing and the Mutual Agreements Set Forth Below, and for Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Agree as Follows: 1. Dissolution of Voxall Therapeutics, LLC 1.1. Approval of Dissolution by Voxall Board of Directors and Founding Members. the Vox Board of Directors, and the Vox Founding Members PYXS and Atx, Hereby Elect to Dissolve Vox Per Section 12.01(ii) of the Operating Agreement. 1.2. Dissolution Process. Unless Otherwise Detailed in This Agreement, the Parties Agree That Vox Shall Be Liquidated and Dissolved According to Sections 12.01-12.03 of the Operating Agreement and the Delaware Limited Liability Company Act as of the Effective Date of This Agreement
12/34/56
