Amendment of License Agreement Sample Clauses

Amendment of License Agreement. This Agreement may be amended at any time by the parties to add or delete Licensed Marks or to modify the scope of Licensed Services. Such amendment(s) may be accomplished by a simple letter agreement outlining the amendment(s) and signed by both parties.

Amendment of License Agreement. In accordance with Section 12.1 of the License Agreement, the Parties hereby agree to amend the License Agreement, effective as of the Amendment Effective Date, in accordance with the remainder of this Section 1. Capitalized terms not defined in this Amendment shall have the meaning given to those terms in the License Agreement. With the exception of those sections of the License Agreement that are expressly amended by this Amendment, the remainder of the Master Agreement shall remain in full force and effect as provided therein.

Amendment of License Agreement. Subject to the terms and conditions set forth herein, LICENSOR and LICENSEE agree to amend the License Agreement in the following manner:

Amendment of License Agreement. 2.1.1 Subject to the terms and conditions of this Agreement, the Parties hereby agree: (a) to terminate: (i) the exclusive license by INEX to Hana under the MD Xxxxxxxx Patents, subject to the terms and conditions set forth in the MD Xxxxxxxx License, to make, have made, use, sell, offer for sale, import, and have imported Products in the Hana Field within the Territory; and (ii) the exclusive license by Hana to INEX under the Hana Intellectual Property, subject to the terms and conditions of the License Agreement, to make, have made, use, sell, offer for sale, import, and have imported products outside the Hana Field; and (b) to affirm INEX’s grant to Hana, and Hana’s acceptance, of: (i) an exclusive license under the Licensed Patents to make, have made, use, sell, offer for sale, import, and have imported Products in the Hana Field within the Territory; and (ii) an exclusive license to the Technology to make, have made, use, sell, offer for sale, import, and have imported Products in the Hana Field within the Territory; and (c) to the irrevocable and absolute grant, sale, assignment and conveyance by INEX to Hana, and Hana’s acceptance of: (i) INEX’s entire right, title and interest in and to the Xxxxxx Patents subject to the terms and conditions set forth in the MD Xxxxxxxx License; and (ii) INEX’s entire right, title and interest in and to INEX’s joint ownership of the Xxxxxx Patents subject to the terms and conditions set forth in the MD Xxxxxxxx License; subject to the provisions of Sections 8.5 and 14.3. 2.1.2 It is understood and agreed that the foregoing exclusive licenses in Section 2.2.1

Amendment of License Agreement. 1.1 On the Effective Date of this Agreement, Licensee hereunder shall be deemed the Licensee under the License Agreement and the License Agreement shall be amended by the addition of the following provisions under Section VI (Licensee's Representations, Duties and Obligations):

Amendment of License Agreement. None of the terms, conditions or provisions of this License Agreement shall be held to have been changed, waived, varied, modified or altered by any act or knowledge of either party, their respective agents, servants or employees unless done so in writing signed by both parties.

Amendment of License Agreement. 24 Section 6.8 Assignment of License Agreement and Licensed Patents 24 Section 6.9 Maintenance of License Agreement 25 Section 6.10 Enforcement of License Agreement 25 Section 6.11 Termination of License Agreement 26 Section 6.12 New Arrangements. 26 Section 6.13 No Impairment of the Purchased Royalty 27 Section 6.14 Enforcement; Defense; Prosecution and Maintenance 27 Section 6.15 Further Assurances 29 Section 6.16 Tax Matters 29 Section 6.17 Seller Monetization Transaction 30 Article 7 CONFIDENTIALITY 30 Section 7.1 Confidentiality 30 Section 7.2 Authorized Disclosure 31 Section 7.3 Termination of Confidentiality Agreement 32 Article 8 INDEMNIFICATION 32 Section 8.1 General Indemnity 32 Section 8.2 Notice of Claims 33 Section 8.3 Limitations on Liability 33 Section 8.4 Third Party Claims 33 Section 8.5 Exclusive Remedy 34 Section 8.6 Tax Treatment of Indemnification Payments 34 Article 9 TERMINATION 34 Section 9.1 Grounds for Termination 34 Section 9.2 Automatic Termination 34 Section 9.3 Survival 35 Article 10 MISCELLANEOUS 35 Section 10.1 Notices 35 Section 10.2 Expenses 36 Section 10.3 Assignment 36 Section 10.4 Amendment and Waiver 36 Section 10.5 Entire Agreement 37 Section 10.6 No Third Party Beneficiaries 37 Section 10.7 Governing Law 37 Section 10.8 JURISDICTION; VENUE 37 Section 10.9 Severability 38 Section 10.10 Specific Performance 38 Section 10.11 Counterparts 38 Section 10.12 Relationships of the Parties 39 Section 10.13 Seller Parent Guarantee 39 Exhibit A: Seller’s Wire Transfer Instructions Exhibit B: Form of Bill of Sale Exhibit C: Form of Licensee Instruction Letter Exhibit D-1: Form of Bilateral Common Interest and Joint Privilege Agreement Exhibit D-2: Form of Trilateral Common Interest and Joint Privilege Agreement Exhibit E: Form of Escrow Agreement Exhibit F: License Agreement Exhibit G: Form of Assumption Agreement Exhibit H: Additional Covenants This ROYALTY PURCHASE AGREEMENT, dated as of March 22, 2023 (this “Agreement”), is made and entered into by and between PureTech Health LLC, a Delaware limited liability company (the “Seller”), and solely for purposes of Article 4 and Section 10.13, PureTech Health PLC, a company incorporated under the laws of England and Wales (the “Seller Parent”), on the one hand; and Royalty Pharma Investments 2019 ICAV, an Irish collective asset-management vehicle (the “Buyer”), on the other hand. Unless otherwise defined in this Agreement, capitalized terms have the meanings ascribed to them in Sect...

Amendment of License Agreement. (a) The Seller shall not, without the Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed), (i) amend, modify, supplement or restate (or consent to any amendment, modification, supplement or restatement of) any provision of the License Agreement, or (ii) enter into any Contract having the effect of the foregoing. (b) With respect to any provision of the License Agreement related to the Licensed Patents, the Licensed Products or the Royalty, the Seller shall (if reasonably instructed by the Buyer) (a) use commercially reasonable efforts to amend, modify, supplement or restate such provision and (b) agree to any amendment, modification, supplement or restatement of such provision proposed or requested by the Licensee; provided, however, that (in the case of both (a) and (b)) such amendment, modification, supplement or restatement does not (i) relate to a reduction of any milestone payments or sublicense income payments under Section 3.1(b) or 3.1(c) of the License Agreement or the Seller’s rights and remedies to collect such amounts, or (ii) impose on the Seller any additional obligations or liabilities other than those existing in the License Agreement as of the date hereof or created pursuant to a subsequent amendment, modification, supplement or restatement entered into by the Seller in accordance with this Section 6.7(b). (c) Promptly, and in any event within [***] ([***]) Business Days, following receipt by the Seller of any final amendment, modification, supplement or restatement of the License Agreement, any consent to any amendment, modification, supplement or restatement of any provision of the License Agreement, or any Contract having the effect of the foregoing, the Seller shall furnish a copy of the same to the Buyer.

Amendment of License Agreement. The Seller shall not, without the Buyer’s prior written consent, execute or agree to execute any alteration, amendment, change or addition (a “Modification”) of or to any provision of the License Agreement that would reasonably be expected to result in a Material Adverse Effect. Subject to the foregoing, promptly, and in any event within five (5) Business Days, following receipt by the Seller of a fully executed Modification to the License Agreement related to the Licensed Patents, Licensee Patents, Compounds or Royalty, the Seller shall furnish a copy of such Modification to the Buyer.

Amendment of License Agreement. If Graphite elects to exercise the Option under Section 3.3, Stanford and Graphite will promptly execute and deliver a written amendment to the License Agreement, as further described below, (such amended license agreement, an “Amended License Agreement”). An Amended License Agreement would provide as follows: (a) the term “Licensed Patents” as set forth in the License Agreement shall be amended by adding the Optioned Patents for which the Option was exercised to such definition; and (b) the term “Technology” as set forth in the License Agreement shall be amended by adding the Optioned Technology for which the Option was exercised to such definition, with the Optioned Exclusive Technology and Optioned Nonexclusive Technology being added to the applicable portions of Appendix C of the License Agreement. Graphite and Stanford will use good faith efforts to execute and deliver an Amended License Agreement within three (3) months after the date of exercise of the Option under Section 3.3 (the “Negotiation Period”). The parties acknowledge that absent any additional language related to [***] or any other third party obligations that Stanford may become aware of during the Option Period and/or Negotiation Period, the terms of the Amended License Agreement will remain the same as those in the License Agreement in all material respects except as outlined in Sections 3.5 and 6 of this Agreement. The parties will negotiate the definitive terms of such Amended License Agreement in good faith.