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Contract analysis / escrow-funding-confirmation.docx
escrow-funding-confirmation.docx
High · 3
Medium · 1
Standard · 2
1. Confirmation of Receipt of Escrow Funds
High
⚑ Non-compete / exclusivity restraint
1. Confirmation of Receipt of Escrow Funds Velthorn National Bank, N.A., a national banking association organized and existing under the laws of the United States of America, in its capacity as Escrow Agent under that certain Escrow Agreement dated as of October 2, 2023 (the "Escrow Agreement"), among Penterra Pharmaceuticals Corp., a corporation organized and existing under the laws of the State of Delaware ("Licens
2. Escrow Account Details
Standard
⚑ Commercial term
2. Escrow Account Details The Escrow Deposit is held at Velthorn National Bank, N.A., located at 383 Madison Avenue, New York, New York 10179, in Escrow Account No. 1015-00002-PNTR (the "Escrow Account"). The Escrow Account is a segregated, non-interest-bearing demand deposit account, as specified in Section 2.2 of the Escrow Agreement, established and maintained by Escrow Agent solely for the purpose of holding the
3. Conditions for Release
Medium
⚑ Assignment / subcontracting
3. Conditions for Release The Escrow Deposit shall be released from the Escrow Account to Penterra Pharmaceuticals Corp. (Licensor) upon the satisfaction of the closing conditions set forth in Section 3.1 of the Escrow Agreement, including, without limitation: (a) the verification by Licensor and Licensee of the completion of the assignment and transfer of the intellectual property rights contemplated by the License
4. Escrow Agent Fees
Standard
⚑ Commercial term
4. Escrow Agent Fees Escrow Agent confirms that its fees for the services rendered under the Escrow Agreement are as follows: (a) Initial Acceptance Fee: A one-time flat fee of Fifteen Thousand United States Dollars (US $15,000.00), which fee is due and payable upon the establishment of the Escrow Account and the initial funding thereof; and (b) Quarterly Maintenance Fee: An ongoing fee of Two Thousand Five Hundred U
5. Governing Terms and Definitions
High
⚑ Non-compete / exclusivity restraint
5. Governing Terms and Definitions All capitalized terms used but not otherwise defined in this letter shall have the respective meanings ascribed to such terms in the Escrow Agreement. In the event of any conflict or inconsistency between the terms of this letter and the terms of the Escrow Agreement, the terms of the Escrow Agreement shall govern and control in all respects. This confirmation letter is delivered by
6. Notices and Contact Information
6. Notices and Contact Information All notices, instructions, requests, demands, and other communications relating to the Escrow Account, including any release instructions, should be directed to the following representative of Escrow Agent: Escrow Agent Contact: Teresa M. D'Angelo Escrow Officer Escrow Services Division Velthorn National Bank, N.A. 383 Madison Avenue New York, NY 10179 Telephone: (212) 554-8120 Facs
7. No Other Obligations; Limitation of Liability
High
⚑ Non-compete / exclusivity restraint
7. No Other Obligations; Limitation of Liability This letter is solely a confirmation of the receipt and deposit of the Escrow Deposit into the Escrow Account and the current status thereof. Nothing contained in this letter shall be construed to modify, amend, supplement, or otherwise alter in any manner the terms and conditions of the Escrow Agreement. The rights and obligations of Escrow Agent are governed exclusiv