Common use of Entire Agreement; Amendment; Waiver Clause in Contracts

Entire Agreement; Amendment; Waiver. This Agreement, together with the Appendices and Schedules hereto and the Related Agreements, constitutes the sole, full and complete agreement by and between the Parties with respect to the subject matter of this Agreement, and all prior agreements, understandings, promises and representations, whether written or oral, with respect thereto are superseded by this Agreement. In the event of a conflict between a Related Agreement and this Agreement, the terms of this Agreement shall control. No amendments, changes, additions, deletions or modifications to or of this Agreement shall be valid unless reduced to writing and signed by the Parties hereto. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. The waiver by either Party of any right hereunder or of the failure to perform or of a breach by the other Party shall not be deemed a waiver of any other right hereunder or of any other breach or failure by said other Party whether of a similar nature or otherwise.

Entire Agreement; Amendment; Waiver. This Agreement, together with the Appendices and Schedules hereto Agreement and the Related Agreements, constitutes ----------------------------------- Registration Rights Agreement constitute the sole, full and complete entire understanding and agreement by and between the Parties parties with respect regard to the subject matter of subjects hereof and thereof, and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth in this Agreement or therein. Except as expressly provided in this Agreement, and all prior agreements, understandings, promises and representations, whether written or oral, with respect thereto are superseded by this Agreement. In the event of a conflict between a Related Agreement and this Agreement, the terms of neither this Agreement shall control. No amendmentsnor any term hereof may be amended, changeswaived, additions, deletions discharged or modifications to or of this Agreement shall be valid unless reduced to writing and terminated other than by a written instrument signed by the Parties both parties hereto. Any term or condition of this Agreement may be waived at any time by the Party party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party party waiving such term or condition. The No waiver by either Party any party of any right hereunder term or condition of the failure to perform this Agreement, in any one or of a breach by the other Party more instances, shall not be deemed to be or construed as a waiver of the same or any other right hereunder term or condition of this Agreement on any other breach or failure by said other Party whether of a similar nature or otherwisefuture occasion.

Entire Agreement; Amendment; Waiver. This Agreement, together with the Appendices and Schedules hereto and the Related Agreements, constitutes the sole, full and complete agreement by and between the Parties with respect to the subject matter *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. of this Agreement, and all prior agreements, understandings, promises and representations, whether written or oral, with respect thereto are superseded by this Agreement. In the event of a conflict between a Related Agreement and this Agreement, the terms of this Agreement shall control, save in relation to quality terms of the Clinical Quality Agreement where the quality terms will override and supersede. No amendments, changes, additions, deletions or modifications to or of this Agreement shall be valid unless reduced to writing and signed by the Parties hereto. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. The waiver by either Party of any right hereunder or of the failure to perform or of a breach by the other Party shall not be deemed a waiver of any other right hereunder or of any other breach or failure by said other Party whether of a similar nature or otherwise.

Entire Agreement; Amendment; Waiver. 17.1. This Agreement, together with the Appendices Appendices, Exhibits and Schedules hereto and the Related Agreements, constitutes the sole, full and complete agreement by and between the Parties with respect to the subject matter of this Agreement, and all prior agreements, understandings, promises and representations, whether written or oral, with respect thereto are superseded by this Agreement, [***]. In the event of a conflict between a Related Agreement and this Agreement, the terms of this Agreement shall controlcontrol except: (i) in the event of any inconsistencies between the terms of this Agreement and the Data Protection Terms [***]; (ii) in the event of any inconsistency between the terms of this Agreement and the Pharmacovigilance Agreement [***]. No amendments, changes, additions, deletions or modifications to or of this Agreement shall be valid unless reduced to writing and signed by the Parties hereto. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. The waiver by either Party of any right hereunder or of the failure to perform or of a breach by the other Party shall not be deemed a waiver of any other right hereunder or of any other breach or failure by said other Party whether of a similar nature or otherwise.

Entire Agreement; Amendment; Waiver. This Agreement, together with the Appendices Exhibits and Schedules hereto and the Related Agreements, constitutes the sole, full and complete agreement by and between the Parties with respect to the subject matter of this Agreement, and all prior agreements, understandings, promises and representations, whether written or oral, with respect thereto are superseded by this Agreement. In the event of a conflict between a Related Agreement and this Agreement, the terms of this Agreement shall control. No amendments, changes, additions, deletions or modifications to or of this Agreement shall be valid unless reduced to writing and signed by the Parties hereto. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. The waiver by either Party of any right hereunder or of the failure to perform or of a breach by the other Party shall not be deemed a waiver of any other right hereunder or of any other breach or failure by said other Party whether of a similar nature or otherwise. 18.

Entire Agreement; Amendment; Waiver. This Agreement, together with Agreement and the Appendices other documents and instruments referred to herein and therein and all Exhibits and Schedules hereto and thereto, constitute the Related Agreements, constitutes the sole, full and complete entire agreement by and between among the Parties with respect pertaining to the subject matter of this Agreement, hereof and supersedes all prior agreements, understandings, promises negotiations and representationsdiscussions, whether oral or written, of the Parties. This Agreement may be supplemented, modified or amended only by written agreement executed by each Party hereto. No supplement, modification or oral, with respect thereto are superseded by this Agreement. In the event of a conflict between a Related Agreement and this Agreement, the terms other amendment or waiver of this Agreement shall controlwill be binding unless executed in writing by the Party to be bound thereby. No amendments, changes, additions, deletions or modifications to or waiver of any of the provisions of this Agreement shall be valid unless reduced to writing and signed by the Parties hereto. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. The waiver by either Party of any right hereunder or of the failure to perform or of a breach by the other Party shall not will be deemed or will constitute a waiver of any other right hereunder provision hereof (whether or not similar), nor will such waiver constitute a continuing waiver unless otherwise expressly provided. The failure of any other breach Party to enforce any condition or failure by said part of this Agreement at any time shall not be construed as a waiver of that condition or part, nor shall it forfeit any rights to future enforcement thereof. Any waiver hereunder shall be effective only if delivered to the other Party whether of a similar nature or otherwisein writing by the Party making such waiver.

Entire Agreement; Amendment; Waiver. This Agreement, together with the Appendices and Schedules hereto and the Related Agreements, constitutes the sole, full and complete agreement by and between the Parties with respect to the subject matter of this Agreement, and all prior agreements, understandings, promises and representations, whether written or oral, with respect thereto thereto, including but not limited to the [***] (the “Prior CDA”), are superseded by this Agreement. As of the Effective Date, all confidential information exchanged under the Prior CDA shall be considered Confidential Information exchanged under this Agreement. In the event of a conflict between a Related Agreement and this Agreement, the terms of this Agreement shall control. No amendments, changes, additions, deletions or modifications to or of this Agreement shall be valid unless reduced to writing and signed by the Parties hereto. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. The waiver by either Party of any right hereunder or of the failure to perform or of a breach by the other Party shall not be deemed a waiver of any other right hereunder or of any other breach or failure by said other Party whether of a similar nature or otherwise.

Entire Agreement; Amendment; Waiver. This Agreement, together with the Appendices and Schedules hereto Registration Rights Agreement and the Related Agreements, constitutes Warrant constitute the sole, full fall and complete entire understanding and agreement by and between the Parties parties with respect regard to the subject matter of subjects hereof and thereof, and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth in this Agreement or therein. Except as expressly provided in this Agreement, and all prior agreements, understandings, promises and representations, whether written or oral, with respect thereto are superseded by this Agreement. In the event of a conflict between a Related Agreement and this Agreement, the terms of neither this Agreement shall control. No amendmentsnor any term hereof may be amended, changeswaived, additions, deletions discharged or modifications to or of this Agreement shall be valid unless reduced to writing and terminated other than by a written instrument signed by the Parties both parties hereto. Any term or condition of this Agreement may be waived at any time by the Party party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party party waiving such term or condition. The No waiver by either Party any party of any right hereunder term or condition of the failure to perform this Agreement, in any one or of a breach by the other Party more instances, shall not be deemed to be or construed as a waiver of the same or any other right hereunder term or condition of this Agreement on any other breach or failure by said other Party whether of a similar nature or otherwisefuture occasion.

Entire Agreement; Amendment; Waiver. This Agreement, together with the Appendices and Schedules Exhibits hereto (including the COMPANY Protocol as amended from time to time) and the Related Agreements, constitutes the sole, full and complete agreement by and between the Parties with respect to the subject matter of this Agreement, and all prior agreements, understandings, promises and representations, whether written or oral, with respect thereto are superseded by this Agreement. In Unless expressly specified otherwise in this Agreement, in the event of a conflict between a Related Agreement and this Agreement, the terms of this Agreement shall control. No amendments, changes, additions, deletions or modifications to or of this Agreement shall be valid unless reduced to writing and signed by the Parties hereto. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. The waiver by either Party of any right hereunder or of the failure to perform or of a breach by the other Party shall not be deemed a waiver of any other right hereunder or of any other breach or failure by said other Party whether of a similar nature or otherwise.

Entire Agreement; Amendment; Waiver. This Agreement, together with the Appendices Appendices, Exhibits and Schedules hereto and the Related Agreements, constitutes the sole, full and complete agreement by and between the Parties with respect to the subject matter of this Agreement, and all prior agreements, understandings, promises and representations, whether written or oral, with respect thereto are superseded by this Agreement. In the event of a conflict between a Related Agreement and this Agreement, the terms of this Agreement shall controlcontrol except: (i) in the event of any inconsistencies between the terms of this Agreement and the Data Protection Terms, [***]; (ii) in the event of any inconsistency between the terms of this Agreement and the Pharmacovigilance Agreement [***]. No amendments, changes, additions, deletions or modifications to or of this Agreement shall be valid unless reduced to writing and signed by the Parties hereto. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. The waiver by either Party of any right hereunder or of the failure to perform or of a breach by the other Party shall not be deemed a waiver of any other right hereunder or of any other breach or failure by said other Party whether of a similar nature or otherwise.

Entire Agreement; Amendment; Waiver. This Agreement, together with the Appendices and Schedules hereto and the Related Agreementsany exhibits hereto, constitutes the sole, full and complete entire agreement by and between the Parties parties hereto and supersedes all prior agreements, if any, understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter of this Agreementhereof. No agreement or representation, and all prior agreementsoral or otherwise, understandings, promises and representations, whether written express or oralimplied, with respect thereto to the subject matter hereof have been made by either party which are superseded by not expressly set forth in this Agreement. In This Agreement shall constitute an amendment and restatement of the event of a conflict between a Related Agreement and this AgreementOriginal Agreements in their entirety. It shall not be necessary to make reference to the Original Agreements, the terms of which are entirely superseded by the provisions of this Agreement shall controlAgreement. No amendments, changes, additions, deletions or modifications to or of this Agreement shall be valid unless reduced to writing and signed by the Parties hereto. Any term or condition provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and the Company. No waiver by either party hereto at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. The waiver by either Party of any right hereunder or of the failure to perform or of a breach by the other Party party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall not be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any other right hereunder prior or of any other breach or failure by said other Party whether of a similar nature or otherwisesubsequent time.

Entire Agreement; Amendment; Waiver. This Agreement, together with the Appendices and Schedules hereto and the Related Agreements, constitutes the sole, full and complete agreement by and between the Parties with respect to the subject matter of this Agreement, and all prior agreements, understandings, promises and representations, whether written or oral, with respect thereto are superseded by this Agreement. In the event of a conflict between a Related Agreement and this Agreement, the terms of this Agreement shall control. No amendments, changes, additions, deletions or modifications to or of this Agreement shall be valid unless reduced to writing and signed by the Parties hereto. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. The waiver by either Party of any right hereunder or of the failure to perform or of a breach by the other Party shall not be deemed a waiver of any other right hereunder or of any other breach or failure by said other Party whether of a similar nature or otherwise. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filled separately with the Commission.