End User Agreement Modification Clause Samples

End User Agreement Modification. If (x) an End User fails or refuses to give a response satisfying Section 12.3(g) within [***] after (i) the end of each [***] examination period referred to in Section 12.3(e), in the case of [***] inquiry pursuant to such Section, or (ii) after ROCHE's inquiry, in the case of other inquiry, or (y) the information available to ROCHE, including without limitation the End User's written response to such inquiry and any information provided by CHIRON in writing, demonstrates to ROCHE, in ROCHE's reasonable judgment exercised in good faith, that an End User is engaging in Cross Sales [***], and such End User fails or refuses to deliver the information needed for the calculation of the amounts provided in paragraphs 2(b) and (c) of Exhibit A, within [***] after ROCHE's inquiry, then ROCHE will notify CHIRON of such fact, meet and confer with CHIRON with respect to such failure or refusal as reasonably requested by CHIRON so long as such failure or refusal continues, and ROCHE will use its reasonable business efforts to: (i) as promptly as its binding obligations, if any, permit ROCHE to do so, impose legal obligations on the End User to regularly report Cross Sales to Blood Screening End Users and to require, for ROCHE's or an Affiliate's benefit, such Blood Screening End Users to report to the Cross Selling End User and ROCHE or such Affiliate the information needed for the calculation of the amounts provided in paragraphs 2(b) and (c) of Exhibit A, and (ii) determine the information needed to establish whether such End User's Cross Sales [***] (if that has not already been demonstrated as stated above) and, if so, determine the information needed for the calculation of the amounts provided in paragraphs 2(b) and (c) of Exhibit A.