Amendment of the Assignment Agreement Sample Clauses

Amendment of the Assignment Agreement. (a) The description of the Site contained in Exhibit A to the Assignment Agreement is hereby amended by releasing and terminating from the Assignment Agreement all property described in Exhibit A attached thereto. The resulting description of the Site shall be as described in Exhibit B attached hereto which shall modify and replace in its entirety Exhibit A attached to the Assignment Agreement. (b) The description of the Facility contained in Exhibit B to the Assignment Agreement is hereby amended by releasing and terminating from the Assignment Agreement all improvements described in Exhibit C attached hereto. The resulting description of the Facility shall be as described in Exhibit D attached hereto which shall modify and replace in its entirety Exhibit B attached to the Assignment Agreement.
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Amendment of the Assignment Agreement. 2.1 Amendment of first sentence of Section 6.3(a). The first sentence of Section 6.3(a) of the Assignment Agreement is hereby amended to read as follows: Pharmacyclics will pay to Celera payments as set forth in this Section 6.3 within sixty (60) days after (i) under Section 6.3(b) and 6.3(c), Pharmacyclics’ receipt of upfront and milestone payments from one or more Licensees upon the grant by Pharmacyclics of a license to such Licensee under the Celera Technology and the Celera Patents to make, use, offer to sell, sell and import any Assigned Product which is an [***], and (ii) under Section 6.3(d), the first achievement of the corresponding milestone for an Assigned Product which is an [***] or which is a [***]. 2.2 Amendment of Section 6.3(d). In the event that Pharmacyclics and [***] (“[***]”) enter into an agreement within [***] ([***]) days of the Amendment Date pursuant to which Pharmacyclics grants to [***] a license to make, use, offer to sell, sell and import one or more [***] (“[***] License Agreement”), then Section 6.3(d) of the Assignment Agreement shall be, and hereby is, amended as follows: The Milestone Payment due for an [***] upon achievement of Milestone 1 (“Administration of an Assigned Product to the first patient in a Phase 3 Clinical Trial”) is reduced to [***]Dollars ($[***]); A new Milestone Payment applicable to an [***] (Milestone 1A), in the amount of [***]Dollars ($[***]), will be due upon enrollment of the last subject in the Phase 3 Clinical Trial. The Milestone Payments due for an [***]upon achievement of Milestone 6 (“Regulatory Approval in [***] of an NDA for an Assigned Product for a second indication”) and Milestone 7 (“Regulatory Approval in [***] of an NDA for an Assigned Product for a second indication”) are hereby eliminated. A new Milestone Payment (Milestone 1B), in the amount of [***]Dollars ($[***]), will be due upon achieving cumulative Net Sales in the [***]of [***]Dollars ($[***]) of an [***]. 2.3 Addition of New Section 6.3(e). A new Section 6.3(e) reading in its entirety as follows is hereby added to the Assignment Agreement:
Sample 1
Amendment of the Assignment Agreement. 1.1 The parties agree that notwithstanding anything else to the contrary in the Assignment Agreement and subject to Section 1.2 below, MPV shall receive from projects or transactions that it or its affiliates introduce to BS 5% of the net profits of BS therefrom and from all other projects or transactions 2.5% of the net profits of BS, in each case, as and when such profits are realised and for so long as such profits are received and/or realised. In the event of a sale of BS or the relevant project or transaction, MPV shall receive 3% of the proceeds therefrom. 1.2 MPV shall receive 7.5% of BS’s net profits in respect of those projects in which MPV’s maximum share was marked as 7.5% in the Assignment Agreement, 1.3 Clauses 1.2 and 1.4 in the Assignment Agreement are null and void. 1.4 Section 4 of the Assignment Agreement shall survive any termination thereof or hereof. 1.5 All other terms of the Assignment Agreement are hereby ratified and accepted by both BS and MPV and remain in full force and effect.
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Amendment of the Assignment Agreement 
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Related to Amendment of the Assignment Agreement

  • Amendment; Assignment This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by authorized representatives of the parties or, in the case of a waiver, by an authorized representative of the party waiving compliance. No such written instrument shall be effective unless it expressly recites that it is intended to amend, supersede, cancel, renew or extend this Agreement or to waive compliance with one or more of the terms hereof, as the case may be. Except for the Management Stockholder’s right to assign his or her rights under Section 4(a) or the Company’s right to assign its rights under Section 4(b), no party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the other parties hereto.

  • Amendment and Assignment of Agreement This Agreement may not be amended or assigned without the affirmative vote of a majority of the outstanding voting securities of the Fund, and this Agreement shall automatically and immediately terminate in the event of its assignment.

  • Assignment of the Agreement This Agreement and the rights hereunder may be assigned by FirstLink to any majority-owned subsidiary of FirstLink or to an affiliate or party acquiring all or substantially all of the assets of FirstLink upon prior written consent of Owner. Such consent shall not be unreasonably withheld. Alternatively, the Agreement may be assigned by FirstLink to any FirstLink subsidiary so long as FirstLink agrees in writing that it shall remain liable for all obligations arising under this Agreement. FirstLink may also assign this Agreement to any party providing financing to FirstLink; provided that such assignment shall not relieve FirstLink from its obligations hereunder. In connection with a sale or disposition of the Properties, Owner shall request FirstLink's written consent to assign this Agreement and shall require any subsequent owner of the Properties to assume this Agreement and the rights and obligations hereunder. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the respective parties to this Agreement.

  • Term of Agreement; Amendment; Assignment A. This Agreement shall become effective with respect to each Fund listed on Exhibit A hereof as of the date hereof and, with respect to each Fund not in existence on that date, on the date an amendment to Exhibit A to this Agreement relating to that Fund is executed. Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from the date hereof. Thereafter, if not terminated, this Agreement shall continue in effect automatically as to each Fund for successive one-year periods, provided such continuance is specifically approved at least annually by: (i) the Trust’s Board, or (ii) the vote of a “majority of the outstanding voting securities” of a Fund, and provided that in either event, the continuance is also approved by a majority of the Trust’s Board who are not “interested persons” of any party to this Agreement, by a vote cast in person at a meeting called for the purpose of voting on such approval. B. Notwithstanding the foregoing, this Agreement may be terminated, without the payment of any penalty, with respect to a particular Fund: (i) through a failure to renew this Agreement at the end of a term, (ii) upon mutual consent of the parties, or (iii) upon not less than 60 days’ written notice, by either the Trust upon the vote of a majority of the members of its Board who are not “interested persons” of the Trust and have no direct or indirect financial interest in the operation of this Agreement, or by vote of a “majority of the outstanding voting securities” of a Fund, or by the Distributor. The terms of this Agreement shall not be waived, altered, modified, amended or supplemented in any manner whatsoever except by a written instrument signed by the Distributor and the Trust. If required under the 1940 Act, any such amendment must be approved by the Trust’s Board, including a majority of the Trust’s Board who are not “interested persons” of any party to this Agreement, by a vote cast in person at a meeting for the purpose of voting on such amendment. In the event that such amendment affects the Advisor, the written instrument shall also be signed by the Advisor. This Agreement will automatically terminate in the event of its “assignment.” C. As used in this Section, the terms “majority of the outstanding voting securities,” “interested person,” and “assignment” shall have the same meaning as such terms have in the 1940 Act. D. Sections 7 and 8 shall survive termination of this Agreement.

  • Amendment of the Agreement The Company and the Participant may amend this Agreement only by a written instrument signed by both parties.

  • Amendment to Loan Agreement Subject to satisfaction of the conditions precedent set forth in Section 4 below, the Loan Agreement is hereby amended as follows:

  • AMENDMENT AGREEMENT The Global Custody Agreement of January 3, 1994, (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of April 21, 2011 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

  • Assignment; Amendment This Agreement may not be assigned by any party hereto without the prior express written consent of all other parties. This Agreement may not be amended except by the express written consent of all parties hereto.

  • Amendment to Security Agreement 2.1 Section 2.1(xviii) of the Security Agreement is hereby amended in its entirety as follows:

  • Contents of Agreement; Amendment and Assignment (a) This Agreement sets forth the entire understanding between the parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment approved by the Board and executed on its behalf by a duly authorized officer of the Company and by Executive. (b) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of Executive under this Agreement are of a personal nature and shall not be assignable or delegatable in whole or in part by Executive. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, within 15 days of such succession, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as the Company would be required to perform if no such succession had taken place.

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