Common use of Entire Agreement; Amendments Clause in Contracts

Entire Agreement; Amendments. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by an authorized representative of each of the parties.

Entire Agreement; Amendments. This The Agreement sets forth contains the entire understanding of the parties with respect to the subject matter hereof. This Agreement hereof and supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto understandings, oral or written, with respect to such matters, which the subject matter hereofparties acknowledge have been merged into such documents, whether written or oral. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by an authorized representative of each of the partiesexhibits and schedules.

Entire Agreement; Amendments. This Agreement sets forth contains the entire understanding of the parties with respect to the subject matter hereof. This Agreement hereof and supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto understandings, oral or written, with respect to the subject matter hereof, whether written or oral. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by an authorized representative of each of the partiessuch matters.

Entire Agreement; Amendments. This Agreement sets forth the entire understanding of the parties with respect to concerning the subject matter hereof. This Agreement , and supersedes all prior or contemporaneous representationscommunications, discussions, negotiations, letters, proposals, representations or agreements and understandings between the parties hereto with respect to parties, whether oral or written, regarding the subject matter hereofof this Agreement, whether written and may not be modified or oral. This Agreement may be amended, modified or supplemented only except by a written instrument duly executed after the effective date of this Agreement by an authorized representative of each of the partiesparty sought to be charged by the amendment or modification.

Entire Agreement; Amendments. This The Agreement sets forth contains the entire understanding of the parties Parties with respect to the subject matter hereof. This Agreement supersedes all prior All express or contemporaneous representations, discussions, negotiations, letters, proposals, implied agreements and understandings between the parties hereto understandings, either oral or written, with respect regard to the subject matter hereofhereof (including the licenses granted hereunder) are superseded by the terms of this Agreement. Neither Party is relying on any representation, whether written or oralpromise, nor warranty not expressly set forth in this Agreement. This Agreement may be amended, modified or supplemented any term hereof modified, only by a written instrument duly executed by an authorized representative representatives of each of the partiesboth Parties hereto.

Entire Agreement; Amendments. This Agreement sets forth contains the entire understanding of the parties Parties with respect to the subject matter hereof. This Agreement , and supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto previous arrangements with respect to the subject matter hereof, whether written or oral. This Agreement (including the Schedules hereto) may be amended, modified or supplemented any term hereof modified, only by a written instrument duly duly-executed by an authorized representative representatives of each of the partiesboth Parties hereto.

Entire Agreement; Amendments. This Agreement sets forth Agreement, together with the Exhibits, Annexes and Schedules hereto, contain the entire understanding of the parties with respect to the subject matter hereof. This Agreement supersedes hereof and supersede all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto understandings, oral or written, with respect to the subject matter hereof, whether written or oral. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by an authorized representative of each of the partiessuch matters.

Entire Agreement; Amendments. This Agreement sets forth (including all exhibits) constitute the entire understanding of between the parties with respect to the subject matter hereof. This Agreement supersedes all herein and therein, and they supersede any prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oralagreements. This Agreement may be amended, modified supplemented, or supplemented terminated only by a written instrument duly executed by an authorized representative of each of the parties.

Entire Agreement; Amendments. This Agreement sets forth constitutes the entire understanding of among the parties with respect to the subject matter hereof. This Agreement contained herein and supersedes all any prior or contemporaneous representations, discussions, negotiations, letters, proposals, understandings and agreements and understandings between the parties hereto with respect to the among them respecting such subject matter hereof, whether written or oralmatter. This Agreement may be amended, modified or supplemented supplemented, and terminated only by a written instrument duly executed by an authorized representative of each all of the parties.

Entire Agreement; Amendments. This The Agreement sets forth contains the entire understanding of the parties Parties with respect to the subject matter hereof. This Agreement supersedes all prior All express or contemporaneous representations, discussions, negotiations, letters, proposals, implied agreements and understandings between the parties hereto understandings, either oral or written, with respect regard to the subject matter hereof, whether written or oralhereof (including the licenses granted hereunder) are superseded by the terms of this Agreement. This The Agreement may be amended, modified or supplemented any term hereof modified, only by a written instrument duly executed by an authorized representative representatives of each of the partiesboth Parties hereto.

Entire Agreement; Amendments. This Agreement sets forth contains the entire understanding of the parties with respect to the subject matter hereof. This Agreement contained herein, and during the Term supersedes all prior agreements, promises, warranties, covenants or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings undertakings between the parties hereto with respect to the subject matter hereof, whether written or oralherein. This Agreement may not be amendedaltered, modified modified, or supplemented only amended except by a written instrument duly executed signed by an authorized representative of each of the partiesparties hereto.

Entire Agreement; Amendments. This Agreement sets forth Agreement, together with the ------------------------------ Exhibits and Schedules hereto, contains the entire understanding of the parties with respect to the subject matter hereof. This Agreement supersedes hereof and supersede all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto understandings, oral or written, with respect to the subject matter hereof, whether written or oral. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by an authorized representative of each of the partiessuch matters.

Entire Agreement; Amendments. This Agreement sets forth constitutes the entire understanding of between the parties Parties, and supersedes any and all previous understandings, oral or written, with respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oralsubjects it covers. This Agreement may be amendedamended only upon the mutually signed, modified or supplemented only by a written instrument duly executed by an authorized representative of each agreement of the partiesParties.

Entire Agreement; Amendments. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect to concerning the subject matter hereof, and supersedes any and all prior or contemporaneous communications, representations or agreements between the parties, whether written oral or oral. This Agreement written, regarding the subject matter of this Agreement, and may not be modified or amended, modified or supplemented only except by a written instrument duly executed after the effective date of this Agreement by an authorized representative of each of the partiesparty sought to be charged by the amendment or modification.

Entire Agreement; Amendments. This Agreement sets forth (including all exhibits and the Change In Control Agreement) constitute the entire understanding of between the parties with respect to the subject matter hereof. This Agreement supersedes all herein and therein, and they supersede any prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oralagreements. This Agreement may be amended, modified supplemented, or supplemented terminated only by a written instrument duly executed by an authorized representative of each of the parties.

Entire Agreement; Amendments. This Agreement sets forth Agreement, along with any exhibits or schedules attached hereto or delivered pursuant hereto, all of which form a part hereof, contain the entire understanding of the parties with respect to the subject matter hereof. This Agreement supersedes matters set out herein, merging and superseding all prior or and contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oralsuch matters. This Agreement may be amended, modified or supplemented amended only by a written instrument duly executed by an authorized representative of each of the partiesall parties or their respective heirs, successors, assigns or legal personal representatives.

Entire Agreement; Amendments. (a) This Agreement sets forth contains the entire understanding of the parties with respect to the subject matter hereof. This Agreement matters covered herein and supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings understandings, written or oral, between the parties hereto with respect relating to the subject matter hereof, whether written or oral. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by an authorized representative of each of the parties.

Entire Agreement; Amendments. This (a) Except as otherwise provided herein, this Agreement sets forth contains the entire understanding of the parties with respect to the subject matter hereof. This Agreement matters covered herein and supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings understandings, written or oral, between the parties hereto with respect relating to the subject matter hereof, whether written or oral. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by an authorized representative of each of the parties.

Entire Agreement; Amendments. This Agreement (a) sets forth the entire understanding of the parties with respect to the subject matter hereof. This Agreement supersedes ; (b) incorporates and merges any and all prior previous agreements, understandings, and communications, oral or contemporaneous representationswritten; and (c) may not be modified, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. This Agreement may be amended, modified or supplemented only waived except by a written instrument duly executed by an authorized representative of each of the partiesparty against whom such modification, amendment, or waiver is sought to be enforced.

Entire Agreement; Amendments. This Agreement sets forth embodies the entire agreement and understanding of the Parties with respect to the transactions contemplated by this Agreement. This Agreement supersedes all prior discussions, negotiations, agreements, and understandings (both written and oral) between the parties with respect to the subject matter hereof. This Agreement supersedes all prior transactions contemplated hereby that are not reflected or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oralset forth in this Agreement. This Agreement may only be amended, modified or supplemented only by a written instrument duly amended in writing executed by an authorized representative of each of the both parties.

Entire Agreement; Amendments. This Agreement sets forth Agreement, together with the exhibits and schedules hereto, contains the entire understanding of the parties with respect to the subject matter hereof. This Agreement supersedes hereof and supersede all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto understandings, oral or written, with respect to such matters, which the subject matter hereofparties acknowledge have been merged into such documents, whether written or oral. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by an authorized representative of each of the partiesexhibits and schedules.

Entire Agreement; Amendments. This Agreement sets forth contains the entire understanding of the parties Parties with respect to the subject matter hereof. This Agreement supersedes all prior All express or contemporaneous representations, discussions, negotiations, letters, proposals, implied agreements and understandings between the parties hereto understandings, either oral or written, with respect regard to the subject matter hereofhereof (including the licenses granted hereunder) are superseded by the terms of this Agreement. Neither Party is relying on any representation, whether written or oralpromise, nor warranty not expressly set forth in this Agreement. This Agreement may be amended, modified or supplemented any term hereof modified, only by a written instrument duly executed by an authorized representative representatives of each of the partiesboth Parties hereto.

Entire Agreement; Amendments. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto Parties with respect to the subject matter hereof, and all prior negotiations, understandings, representations, inducements and agreements, whether oral or written or oral. This Agreement may be amended, modified or supplemented only and whether made by a written instrument duly executed Party hereto or by an authorized representative anyone acting on behalf of each a Party, shall be deemed to be merged in this Agreement and shall be of no further force or effect. No amendment, modification, or change in this Agreement shall be valid or binding unless reduced to writing and signed by the partiesParties hereto.

Entire Agreement; Amendments. This Agreement sets forth Agreement, together with the Exhibits and Schedules hereto, contain the entire understanding of the parties with respect to the subject matter hereof. This Agreement supersedes hereof and supersede all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto understandings, oral or written, with respect to the subject matter hereof, whether written or oral. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by an authorized representative of each of the partiessuch matters.

Entire Agreement; Amendments. This Agreement sets forth contains the entire understanding of the parties with respect to the subject matter hereof. This Agreement hereof and supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto understandings, oral or written, with respect to such matters, which the subject matter hereof, whether written or oralparties acknowledge have been merged into this Agreement. This Agreement may not be amended, modified or supplemented only amended except pursuant to an instrument in writing signed by a written instrument duly executed by an authorized representative of each of the partiesparties hereto.

Entire Agreement; Amendments. This Agreement sets forth constitutes the entire understanding of between the parties and supersedes all prior agreements between the parties with respect to the subject matter hereof. This Agreement supersedes hereof and all prior or contemporaneous representations, discussions, negotiationsunderstandings, lettersoffers, proposals, agreements and understandings between the parties hereto negotiations with respect to the subject matter hereofthereto, whether oral or written. The terms and conditions hereof may not be changed or modified except by written or oral. This Agreement may be amended, modified or supplemented only agreement and signed by a written instrument duly executed by an authorized representative of each of the all parties.

Entire Agreement; Amendments. This Agreement sets forth constitutes the entire understanding of between the parties with respect to the subject matter hereof. This Agreement contained herein and supersedes all any prior or contemporaneous representations, discussions, negotiations, letters, proposals, understandings and agreements and understandings between the parties hereto with respect to the among them respecting such subject matter hereof, whether written or oralmatter. This Agreement may be amended, modified supplemented, or supplemented terminated only by a written instrument duly executed by an authorized representative of each of the both parties.

Entire Agreement; Amendments. This The Agreement sets forth contains the entire understanding of the parties Parties with respect to the subject matter hereofCollaboration and licenses granted hereunder. This Agreement supersedes all prior All express or contemporaneous representations, discussions, negotiations, letters, proposals, implied agreements and understandings between the parties hereto understandings, either oral or written, with respect regard to the subject matter hereof, whether written or oralCollaboration and the licenses granted hereunder are superseded by the terms of this Agreement. This The Agreement may be amended, modified or supplemented any term hereof modified, only by a written instrument duly executed by an authorized representative representatives of each of the partiesboth Parties hereto.

Entire Agreement; Amendments. This Agreement sets forth contains the entire and complete understanding and intent of the parties with respect Parties as to the its subject matter hereof. This Agreement and supersedes any and all prior or contemporaneous representationsunderstandings, agreements, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect to the subject matter hereofor offers, whether written or oral. This Agreement may not be amendedmodified, modified altered, or supplemented only amended except by a written instrument duly executed signed by an authorized representative of each of the partiesboth Parties, except as otherwise provided herein.

Entire Agreement; Amendments. This Agreement sets forth contains the entire understanding of the parties Parties with respect to the subject matter hereof. This Agreement supersedes all prior All express or contemporaneous representations, discussions, negotiations, letters, proposals, implied agreements and understandings between the parties hereto with respect to the subject matter hereofunderstandings, whether written either oral or oralwritten, heretofore made are expressly superseded by this Agreement. This Except as expressly set forth in this Agreement, this Agreement may be amended, modified or supplemented any term hereof modified, only by a written instrument duly executed by an authorized representative of each of the partiesboth Parties.

Entire Agreement; Amendments. This Agreement sets forth constitutes the entire understanding of between the parties Parties with respect to the subject matter hereof. This Agreement contained herein and supersedes all any prior or contemporaneous representations, discussions, negotiations, letters, proposals, understandings and agreements and understandings between the parties hereto with respect to the among them respecting such subject matter hereof, whether written or oralmatter. This Agreement may be amended, modified supplemented, or supplemented terminated only by a written instrument duly executed by an authorized representative of each all of the partiesParties.

Entire Agreement; Amendments. This Agreement sets forth contains the ---------------------------- entire understanding of the parties with respect to the subject matter hereof. This Agreement hereof and supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto understandings, oral or written, with respect to the subject matter hereof, whether written or oral. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by an authorized representative of each of the partiessuch matters.

Entire Agreement; Amendments. This Agreement sets forth the entire agreement and understanding of the parties with respect Parties relating to the subject matter hereof. This Agreement supersedes object hereof and merges all prior discussions and agreements of the matter hereof between them. No purchase order, or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between other ordering or confirming document or any handwritten or typewritten text issued by End User which purports to modify or supplement the parties hereto with respect text of this Agreement shall add to or vary the subject matter hereof, whether written or oralterms of this Agreement. This The Parties agree that this Agreement may be amended, modified or supplemented amended only by a written instrument separate agreement, signed by duly executed by an authorized representative representatives of each of both Parties, referring to this Agreement and identifying the partiesagreed amendment(s).

Entire Agreement; Amendments. This Agreement sets forth contains the entire understanding of between the parties Parties with respect to the its subject matter hereof. This Agreement and supersedes all prior or contemporaneous representations, discussions, previous negotiations, lettersagreements, proposals, agreements and or understandings between the parties hereto with respect to the subject matter hereof, Parties—as well as between Consultant and Cleared—whether written or oralverbal. This Agreement may not be amendedamended or modified, modified or supplemented only by a written instrument duly except in writing, executed by an duly authorized representative of each representatives of the partiesParties hereto.

Entire Agreement; Amendments. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof. This Agreement , supersedes any and all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. This Agreement and may be amended, modified or supplemented only by a written instrument duly executed by an authorized representative of each of the partiesparty affected by any such modification.

Entire Agreement; Amendments. (a) This Agreement sets forth contains the entire understanding of the parties with respect to the subject matter hereof. This Agreement supersedes and all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect to the subject matter hereofhereof and supersedes any prior or contemporaneous agreement or understanding, whether written oral or oral. This Agreement may written, pertaining to any such matters which agreements or understandings shall be amendedof no force or effect for any purpose; provided, modified or supplemented only by a written instrument duly executed by an authorized representative however, that the terms of each any confidentiality agreement between the parties hereto previously entered into, to the extent not inconsistent with any provisions of the partiesthis Agreement, shall continue to apply.

Entire Agreement; Amendments. This Agreement Agreement, including any Exhibits and Schedules hereto, sets forth the entire agreement and understanding of the parties Parties with respect to the its subject matter hereofmatter. This Agreement supersedes all All prior or and contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect to the subject matter hereofParties, whether written oral or oralwritten, are hereby superseded in their entirety by this Agreement. This Agreement may be amended, modified modified, or supplemented only by a written instrument duly executed by an authorized representative of each of the partiesParties.

Entire Agreement; Amendments. This Agreement sets forth contains the entire understanding of the parties with respect to the subject matter hereof. This Agreement supersedes hereof and supersede all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto understandings, oral or written, with respect to the subject matter hereof, whether written or oral. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by an authorized representative of each of the partiessuch matters.

Entire Agreement; Amendments. This Agreement sets forth contains the entire understanding of the parties with respect Parties relating to the subject matter hereof and supersedes all prior or contemporaneous agreements, communications, and understandings between the Parties (whether written or oral) relating to the subject matter hereof. This Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. This Agreement may not be amended, modified modified, altered, or supplemented only other than by means of a written instrument that specifically refers to this Agreement and the Parties’ intention to modify it and that is duly executed by an authorized representative and delivered on behalf of each of the partiesboth Parties.

Entire Agreement; Amendments. This Agreement sets forth (including the documents referred to herein) constitutes the entire understanding of agreement among the parties with respect and supersedes any prior understandings, agreements, or representations by or among the parties, written or oral, that may have related in any way to the subject matter hereofhereof (including, without limitation, the Original Agreement). This Agreement supersedes all prior or contemporaneous representationsUnless otherwise provided in the Plan, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. This this Agreement may not be amended, supplemented, or modified in whole or supplemented only by a written instrument duly executed in part except by an authorized representative instrument in writing signed by the party or parties against whom enforcement of each of the partiesany such amendment, supplement, or modification is sought.

Entire Agreement; Amendments. This Agreement sets forth contains the entire understanding of the parties Parties with respect to the subject matter hereof. This Agreement , and supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto previous arrangements with respect to the subject matter hereof, whether written or oral. This Agreement (including the Exhibits and Schedules hereto) may be amended, modified or supplemented any term hereof modified, only by a written instrument duly duly-executed by an authorized representative representatives of each of the partiesboth Parties.

Entire Agreement; Amendments. This The Agreement sets forth contains the entire understanding of the parties Parties with respect to the subject matter hereofrights and licenses granted hereunder. This Agreement supersedes all prior All express or contemporaneous representations, discussions, negotiations, letters, proposals, implied agreements and understandings between the parties hereto understandings, either oral or written, with respect regard to the subject matter hereofrights and licenses granted hereunder are superseded by the terms of this Agreement, whether written or oralincluding the [***]. This The Agreement may be amended, modified or supplemented any term hereof modified, only by a written instrument duly executed by an authorized representative representatives of each of the partiesboth Parties.

Entire Agreement; Amendments. This Agreement sets forth the entire agreement and understanding of between the parties with respect Parties as to the subject matter hereof. This Agreement supersedes hereof and merges all prior discussions between them, and neither of the Parties shall be bound by any conditions, definitions, warranties, understandings or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto representations with respect to the such subject matter hereof, whether written other than as expressly provided herein or oral. This Agreement may be amended, modified as duly set forth on or supplemented only subsequent to the date hereof in writing and signed by a written instrument proper and duly executed by an authorized officer or representative of each of the partiesParty to be bound thereby.

Entire Agreement; Amendments. This Agreement sets forth Agreement, together with the Other Agreements and the exhibits and schedules hereto and thereto, contains the entire understanding of the parties with respect to the subject matter hereof. This Agreement supersedes hereof and supersede all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto understandings, oral or written, with respect to such matters, which the subject matter hereofparties acknowledge have been merged into such documents, whether written or oral. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by an authorized representative of each of the partiesexhibits and schedules.

Entire Agreement; Amendments. This Agreement sets forth contains the entire understanding of the parties Parties with respect to the license, development and commercialization of Products hereunder. All express or implied agreements and understandings, either oral or written, heretofore made by the Parties on the same subject matter hereof. This Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oralare expressly superseded by this Agreement. This Agreement may be amended, modified or supplemented any term hereof modified, only by a written instrument duly executed by an authorized representative of each of the partiesboth Parties hereto.

Entire Agreement; Amendments. This The Agreement sets forth contains the entire understanding of the parties Parties with respect to the subject matter hereofcollaboration and licenses granted hereunder. This Agreement supersedes all prior All express or contemporaneous representations, discussions, negotiations, letters, proposals, implied agreements and understandings between the parties hereto understandings, either oral or written, with respect regard to the subject matter hereof, whether written or oralcollaboration and the licenses granted hereunder are superseded by the terms of this Agreement. This The Agreement may be amended, modified or supplemented any term hereof modified, only by a written instrument duly executed by an authorized representative representatives of each of the partiesboth Parties hereto.

Entire Agreement; Amendments. This Agreement sets forth contains the entire understanding of the parties hereto with respect regard to the subject matter hereof. This Agreement contained herein or therein, and supersedes all prior agreements, understandings or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings letters of intent between or among any of the parties hereto with respect to the subject matter hereof, whether written or oralhereto. This Agreement may not be amended, modified or supplemented only except by a written instrument duly executed signed by an authorized representative of each of the partiesparties hereto.

Entire Agreement; Amendments. This Agreement sets forth (including the ---------------------------- Exhibits referred to herein) constitutes the entire understanding of agreement among the parties with respect and supersedes any prior understandings, agreements, or representations by or among the parties, written or oral, that may have related in any way to the subject matter hereof. This Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. This Agreement may not be amended, supplemented or modified in whole or supplemented only by a written instrument duly executed in part except by an authorized representative instrument in writing signed by the party or parties against whom enforcement of each of the partiesany such amendment, supplement or modification is sought.

Entire Agreement; Amendments. This Agreement sets forth contains the entire understanding of the parties with respect to the subject matter hereof. This Agreement hereof and supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, understandings or agreements and understandings between the parties hereto with respect to the subject matter hereofparties, whether written or oral, with respect to such subject matter. This Agreement may not be amendedaltered, modified modified, or supplemented only amended except by a written instrument duly executed signed by an authorized representative of each of the parties.parties hereto. Article 5 (

Entire Agreement; Amendments. This Agreement sets forth constitutes and embodies the ---------------------------- entire agreement and understanding of between the parties with respect to the subject matter hereof. This Agreement hereof and supersedes all prior or contemporaneous representationswritten, discussions, negotiations, letters, proposalselectronic or oral communications, agreements and or understandings between the parties hereto with respect to the subject matter hereof, whether written or oralthereto. This Agreement may not be amended, modified or supplemented only amended except by a written instrument duly executed by an authorized representative of each of the parties.. PRIMUS COMMUNICATIONS CORPORATION EXCLUSIVE DISTRIBUTION LICENSE AGREEMENT

Entire Agreement; Amendments. This Agreement sets forth contains the entire understanding of the parties Parties with respect to the subject matter hereof. This Agreement supersedes all prior All express or contemporaneous representations, discussions, negotiations, letters, proposals, implied agreements and understandings between the parties hereto understandings, either oral or written, with respect regard to the subject matter hereof, whether written or oralhereof (including the licenses granted hereunder) are superseded by the terms of this Agreement. This Agreement may be amended, modified or supplemented any term hereof modified, only by a written instrument duly executed by an authorized representative representatives of each of the partiesboth Parties hereto.

Entire Agreement; Amendments. This Agreement sets forth contains the entire understanding of the parties Parties with respect to the subject matter hereof. This Agreement , and supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto previous arrangements with respect to the subject matter hereof, whether written or oral, including the Prior CDA. This Agreement (including the Schedules hereto) may be amended, modified or supplemented any term hereof modified, only by a written instrument duly duly-executed by an authorized representative representatives of each of the partiesboth Parties.

Entire Agreement; Amendments. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto Parties with respect to the subject matter hereof, and all prior negotiations, understandings, representations, inducements and agreements, whether oral or written or oral. This Agreement may be amended, modified or supplemented only and whether made by a written instrument duly executed Party hereto or by an authorized representative any one acting on behalf of each a Party, shall be deemed to be merged in this Agreement and shall be of no further force or effect. No amendment, modification, or change in this Agreement shall be valid or binding unless reduced to writing and signed by all of the partiesParties hereto.

Entire Agreement; Amendments. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements (including the Original Agreement) and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by an authorized representative of each of the parties.

Entire Agreement; Amendments. This Agreement sets forth constitutes and embodies the entire agreement and understanding of between the parties with respect to the subject matter hereof. This Agreement hereof and supersedes all prior or contemporaneous written, electronic or oral communications, representations, discussions, negotiations, letters, proposals, agreements and or understandings between the parties hereto with respect to the subject matter hereof, whether written or oralthereto. This Agreement may not be amended, modified or supplemented only amended except by a written instrument duly executed by an authorized representative both parties. In the event of each any conflict between the provisions of this Agreement and the partiesterms of any form of purchase order or invoice, the provisions of this Agreement shall prevail.

Entire Agreement; Amendments. This Agreement sets forth (together with the Exhibits and Schedules referenced herein) embodies the entire understanding of the parties with respect Parties, and there are no further or other agreements or understandings, written or oral, in effect between the Parties relating to the subject matter hereof. This Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, instrument and the agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. This Agreement contained herein may be amended, amended or modified or supplemented only by a written an instrument of equal formality signed by the Parties or their duly executed by an authorized representative of each of the partiesagents.

Entire Agreement; Amendments. This Agreement sets forth Amendment contains the entire understanding of the parties with respect to the subject matter hereof. This Agreement hereof and supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto understandings, oral or written, with respect to such matters, which the subject matter hereofparties acknowledge have been merged into such documents, whether written or oral. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by an authorized representative of each of the partiesexhibits and schedules.

Entire Agreement; Amendments. This The Agreement sets forth contains the entire understanding of the parties with respect to the subject matter hereof. This Agreement hereof and supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto understandings, oral or written, with respect to the subject matter hereof, whether written or oral. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by an authorized representative of each of the partiessuch matters.

Entire Agreement; Amendments. This Agreement sets forth contains the entire understanding of the parties Parties with respect to the subject matter hereof. This Agreement supersedes all prior Any other express or contemporaneous representations, discussionsimplied agreements and understandings, negotiations, letterswritings and commitments, proposalseither oral or written, agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oralhereof are superseded by the terms of this Agreement. This Agreement may be amended, modified or supplemented any term hereof modified, only by a written instrument duly executed by an authorized representative representatives of each of the partiesboth Parties hereto.

Entire Agreement; Amendments. This Agreement sets forth contains the entire understanding of the parties hereto with respect regard to the subject matter hereofcontained herein or therein, and supersedes all other prior representations, warranties, agreements, understandings or letters of intent between or among any of the parties hereto. This Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. This Agreement may shall not be amended, modified or supplemented only except by a written instrument duly executed signed by an authorized representative of each of the partiesparties hereto.

Entire Agreement; Amendments. This Agreement sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect regard to the subject matter hereof, whether written and supersedes all prior and contemporaneous representations, agreements and understandings, oral or oralotherwise, between the parties with respect to such subject matter (including the Original Lease Agreement). This No representation, agreement, arrangement or understanding, oral or written, exists among the parties relating to the subject matter hereof that is not fully expressed herein. Except as otherwise expressly provided herein, no amendment or modification of this Agreement may shall be amended, modified or supplemented only effective unless approved in writing by a written instrument duly executed by an authorized representative of each all of the parties.

Entire Agreement; Amendments. This Agreement sets forth the entire understanding all of the representations, promises, agreements, conditions, and understandings between the parties with respect relating to the subject matter of this Agreement, and supersedes any prior or contemporaneous representations, promises, agreements, conditions, and understandings between the parties in any manner relating to the subject matter hereof. This Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. This Agreement may be amended, modified or supplemented amended but only by a written instrument duly executed agreement signed by an authorized representative of each of both parties, such amendment(s) to become effective on the partiesdate stipulated in such amendment(s).

Entire Agreement; Amendments. (a) This Agreement sets forth represents the entire understanding of the parties with respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings agreement between the parties hereto with respect to the subject matter hereofhereof and supersedes all prior oral and written and all contemporaneous oral negotiations, whether written or oral. This Agreement may be amendedcommitments and understandings between such parties, modified or supplemented only except as contemplated by a written instrument duly executed by an authorized representative of each of the partiesPurchase Agreement.

Entire Agreement; Amendments. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto Parties with respect to the subject matter hereof, and all prior negotiations, understandings, representations, inducements and agreements, whether oral or written or oral. This Agreement may be amended, modified or supplemented only and whether made by a written instrument duly executed Party hereto or by an authorized representative anyone acting on behalf of each a Party, shall be deemed to be merged in this Agreement and shall be of no further force or effect. No amendment, modification, or change in this Agreement shall be valid or binding unless reduced to writing and signed by all of the partiesParties hereto.

Entire Agreement; Amendments. This Agreement sets forth contains the entire understanding of the parties with respect to the subject matter hereof. This Agreement supersedes and all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect to the subject matter hereofhereof and supersedes any prior understanding, whether written oral or oral. This Agreement may written, pertaining to any such matters which prior agreements or understandings shall be amendedof no force or effect for any purpose; provided, modified or supplemented only by a written instrument duly executed by an authorized representative however, that the terms of each that certain confidentiality agreement between the parties hereto previously entered into, to the extent not inconsistent with any provisions of the partiesthis Agreement, shall survive Termination of this Agreement.

Entire Agreement; Amendments. This Agreement sets forth (including all Exhibits and other documents and matters annexed hereto or made a part hereof by reference) represents the entire understanding of the parties with respect to the subject matter hereof. This Agreement matters covered herein, and supersedes all prior or contemporaneous representationsagreements, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect to the subject matter hereofrepresentations, whether written or oral. This Agreement may only be altered, amended, or modified or supplemented only by a written instrument duly executed writing signed by an authorized representative of each of the parties.

Entire Agreement; Amendments. This The Agreement sets forth contains the entire understanding of the parties Parties with respect to the subject matter hereofrights and licenses granted hereunder. This Agreement supersedes all prior All express or contemporaneous representations, discussions, negotiations, letters, proposals, implied agreements and understandings between the parties hereto understandings, either oral or written, with respect regard to the subject matter hereofrights and licenses granted hereunder are superseded by the terms of this Agreement, whether written or oralincluding the prior Confidentiality Agreement. This The Agreement may be LICENSE AGREEMENT amended, modified or supplemented any term hereof modified, only by a written instrument duly executed by an authorized representative representatives of each of the partiesboth Parties.

Entire Agreement; Amendments. (a) This Agreement sets forth contains the entire agreement and understanding of the parties with respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof, whether written or oral. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by an authorized representative The express terms hereof control and supersede any course of each performance and/or usage of the partiestrade inconsistent with any of the terms hereof.

Entire Agreement; Amendments. This Agreement sets forth constitutes the entire understanding of between the parties Parties with respect to the subject matter hereof. This Agreement hereof and supersedes all prior or contemporaneous representationsand collateral communications and understandings, discussionsif any, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect Parties relating to the subject matter hereof, whether written or oralof this Agreement. This Agreement may be amended, revised, or modified or supplemented by, and only by by, a written instrument duly executed by an authorized representative of each of the partiesboth Parties.

Entire Agreement; Amendments. This Agreement sets forth constitutes the entire ---------------------------- understanding of between the parties with respect to the subject matter hereof. This Agreement contained herein and supersedes all any prior or contemporaneous representations, discussions, negotiations, letters, proposals, understandings and agreements and understandings between the parties hereto with respect to the among them respecting such subject matter hereof, whether written or oralmatter. This Agreement may be amended, modified supplemented, or supplemented terminated only by a written instrument duly executed by an authorized representative of each all of the parties.

Entire Agreement; Amendments. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereofhereof and thereof. This Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by an authorized representative of each of the parties.

Entire Agreement; Amendments. This Agreement sets forth the entire understanding agreement of the parties with respect to the subject matter hereof. This Agreement supersedes all Any prior agreements or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between among the parties hereto with respect to regarding the subject matter hereof, whether written or oral, are superseded by this Agreement. This Agreement may not be amended, amended or modified or supplemented only except by a written instrument duly executed by an authorized representative of each of the partiesparties which states that it constitutes an amendment or modification to this Agreement and specifies the provision(s) that are being amended or modified.

Entire Agreement; Amendments. This Agreement sets forth Agreement, together with the exhibits and schedules hereto, contains the entire understanding of the parties with respect to the subject matter hereof. This Agreement hereof and supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto understandings, oral or written, with respect to such matters, which the subject matter hereofparties acknowledge have been merged into such documents, whether written or oral. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by an authorized representative of each of the partiesexhibits and schedules.

Entire Agreement; Amendments. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements (including for the avoidance of doubt, the Original Agreement), and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by an authorized representative of each of the parties.

Entire Agreement; Amendments. (a) This Agreement sets forth contains the entire understanding of and all agreements between the parties hereto with in respect to the subject matter hereof. This Agreement hereof and supersedes all any prior or contemporaneous representationsagreement or understanding, discussionsoral or written, negotiationspertaining to any such matters which agreements or understandings shall be of no force or effect for any purpose; provided, lettershowever, proposals, agreements and understandings that the terms of any confidentiality agreement between the parties hereto with respect previously entered into, to the subject matter hereofextent not inconsistent with any provisions of this Agreement, whether written or oral. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by an authorized representative of each of the partiesshall continue to apply.

Entire Agreement; Amendments. This Agreement sets forth contains the entire understanding of the parties Parties with respect to the subject matter hereof. This Agreement , and supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto previous arrangements with respect to the subject matter hereof, whether written or oral. This Agreement (including the Schedules attached hereto) may be amended, modified or supplemented any term hereof modified, only by a written instrument duly duly-executed by an authorized representative representatives of each of the partiesboth Parties hereto.

Entire Agreement; Amendments. This Agreement sets forth contains the entire understanding of the parties with respect to the subject matter hereof. This Agreement hereof and supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto understandings, oral or written, with respect to such matters, which the subject matter hereofparties acknowledge have been merged into such documents, whether written or oral. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by an authorized representative of each of the partiesexhibits and schedules.

Entire Agreement; Amendments. This Agreement sets forth contains the entire understanding of the parties Parties with respect to the subject matter hereof. This Agreement , and supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto previous arrangements with respect to the subject matter hereof, whether written or oral. This Agreement may be amended, modified or supplemented any term hereof modified, only by a written instrument duly executed by an authorized representative representatives of each of Party; provided that the partiesSchedules attached hereto may be amended, or any term hereof modified, only by a written instrument duly executed by authorized representatives from each Party, except to the extent expressly provided in this Agreement.

Entire Agreement; Amendments. This Agreement sets forth contains the entire understanding of the parties with respect to the subject matter hereofcontained herein. This Agreement supersedes all prior The parties may, from time to time during the continuance of this Agreement, modify, vary or contemporaneous representationsalter any of the provisions of this Agreement, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. This Agreement may be amended, modified or supplemented but only by a written an instrument duly executed by an authorized representative representatives of each of the partiesboth parties hereto.

Entire Agreement; Amendments. This Agreement sets forth Agreement, together with the Exhibits and Schedules hereto, contains the entire understanding of the parties with respect to the subject matter hereof. This Agreement supersedes hereof and supersede all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto understandings, oral or written, with respect to the subject matter hereof, whether written or oral. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by an authorized representative of each of the partiessuch matters.

Entire Agreement; Amendments. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof. This Agreement , supersedes any and all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. This Agreement ,and may be amended, modified or supplemented only by a written instrument duly executed by an authorized representative of each of the partiesparty affected by any such modification.

Entire Agreement; Amendments. This Agreement sets forth constitutes the entire understanding of among the parties with respect to the subject matter hereof. This Agreement contained herein and supersedes all any prior or contemporaneous representations, discussions, negotiations, letters, proposals, understandings and agreements and understandings between the parties hereto with respect to the among them respecting such subject matter hereof, whether written or oralmatter. This Agreement may be amended, modified or supplemented supplemented, and terminated only by a written instrument duly executed by an authorized representative of each all of the parties.. 12.2

Entire Agreement; Amendments. 7.1 This Agreement sets forth the entire understanding of the parties hereto relating to the subject matter hereof, and supersedes and cancels all prior and contemporaneous agreements, understandings, inducements, and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by an authorized representative of each of the parties.

Entire Agreement; Amendments. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by an authorized representative of each of the parties.. THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS GLOBAL FUNDS SERVICES

Entire Agreement; Amendments. This Agreement sets forth (a) represents the entire understanding of the parties with respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect to regarding the subject matter hereof, and supersedes all prior and contemporaneous understandings, whether written oral or oral. This Agreement may written, regarding the same, and (b) shall not be modified or amended, modified or supplemented only except by a written instrument duly executed by an authorized representative of each of the partiesparties hereto; except that any of the terms or provisions of this Agreement may be waived in writing at any time by the party that is entitled to the benefits of such waived terms or provisions.

Entire Agreement; Amendments. This Agreement sets forth constitutes and embodies the ---------------------------- entire agreement and understanding of between the parties with respect to the subject matter hereof. This Agreement hereof and supersedes all prior or contemporaneous representationswritten, discussions, negotiations, letters, proposalselectronic or oral communications, agreements and or understandings between the parties hereto with respect to the subject matter hereof, whether written or oralthereto. This Agreement may not be amended, modified or supplemented only amended except by a written instrument duly executed by an authorized representative of each of the parties. In the event of any conflict between the provisions of this Agreement and the terms of any form of purchase order or invoice, the provisions of this Agreement shall prevail.

Entire Agreement; Amendments. This Agreement sets forth the entire agreement and understanding of between the parties Parties with respect to the subject matter hereof. This Agreement transaction set forth herein, and supersedes all prior or contemporaneous representationsagreements, discussionsarrangements, negotiations, letters, proposals, agreements understandings and understandings between the parties hereto with respect negotiations relating to the its subject matter hereof, whether written or oralmatter. This Agreement may be amended, supplemented, or modified or supplemented only by execution of a written instrument duly executed signed by an authorized representative of each of the partiesboth Parties.

Entire Agreement; Amendments. This Agreement sets forth (a) represents the entire understanding of the parties regarding the subject matter hereof, and supersedes all other prior and contemporaneous agreements and understandings, both written and oral, between or among the parties with respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. This Agreement (b) may not be amended, changed, supplemented, waived or otherwise modified or supplemented only by terminated, except upon the execution and delivery of a written instrument duly agreement executed by an authorized representative of each of the partiesparties hereto.

Entire Agreement; Amendments. This Agreement sets forth constitutes the ---------------------------- complete and entire understanding of the parties with respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings agreement between the parties hereto with respect pertaining to the subject matter hereof, supersedes all of their prior and/or contemporaneous arrangements and understandings (whether written oral or oral. This Agreement written, express or implied) concerning the same, and may not be amendedaltered, modified or supplemented only otherwise amended except by a written instrument duly executed signed by an authorized representative of each all of the parties.

Entire Agreement; Amendments. This Agreement sets forth contains the entire understanding of between the parties Parties with respect to the its subject matter hereof. This Agreement and supersedes all prior or contemporaneous representations, discussions, previous negotiations, letters, proposals, agreements and or understandings between the parties hereto with respect to the subject matter hereofParties, whether written or oralverbal, including but not limited to the Agreement for consulting services executed by the Parties on or about July 21, 2010 (the "2010 Agreement"). This Agreement may not be amendedamended or modified, modified or supplemented only by a written instrument duly except in writing, executed by an duly authorized representative of each representatives of the partiesParties hereto.

Entire Agreement; Amendments. This Agreement sets forth constitutes the entire understanding of the parties with respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between among the parties hereto with respect to the subject matter hereof, whether written or oralcontained herein and supersedes any prior understandings and agreements among them respecting such subject matter. This Agreement may be amended, modified or amended and supplemented only by a written instrument duly executed by an authorized representative of each of all the partiesparties hereto. 17.2.

Entire Agreement; Amendments. This Agreement (a) The agreement of the Parties, which consists of this Agreement, the Ancillary Agreements, the Schedules and Exhibits hereto and the documents referred to herein, sets forth the entire agreement and understanding of between the parties with respect Parties and supersedes any prior agreement or understanding, written or oral, relating to the subject matter hereof. This Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by an authorized representative of each of the partiesthis Agreement.

Entire Agreement; Amendments. This Agreement sets forth and the Related ---------------------------- Agreements are intended as a complete statement of the entire agreement and understanding of between the parties with respect to the subject matter hereof. This Agreement supersedes hereof and thereof and supersede all prior or contemporaneous statements, representations, discussions, negotiationsagreements, letters, proposals, draft agreements and understandings between the parties hereto with respect to the subject matter hereofundertakings, whether written or oral, express or implied, of any and every nature with respect thereto. This Agreement may only be amended, modified or supplemented only amended by a written instrument duly executed by an authorized representative of each agreement of the partiesparties hereto.

Entire Agreement; Amendments. This Agreement sets forth (i) represents the entire understanding of the parties regarding the subject matter hereof, and supersedes all other prior and contemporaneous agreements and understandings, both written and oral, between or among the parties with respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. This Agreement (ii) may not be amended, changed, supplemented, waived or otherwise modified or supplemented only by terminated, except upon the execution and delivery of a written instrument duly agreement executed by an authorized representative of each of the partiesparties hereto.

Entire Agreement; Amendments. This Agreement sets forth (including the exhibits and annexes attached hereto) constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between among the parties hereto with respect to the subject matter hereof, and supersedes all prior understandings and agreements, whether written or oral, with respect to the subject matter hereof. This Agreement may be amended, modified or supplemented amended only by a written instrument duly executed by an authorized representative of each of the partiesparties hereto.

Entire Agreement; Amendments. This Agreement sets forth constitutes the entire agreement and understanding of between the parties Parties with respect to the described subject matter hereof. This Agreement and supersedes all prior previous communications, memoranda, understandings, or contemporaneous representationsagreements, discussionseither oral or written, negotiations, letters, proposals, agreements and understandings between the parties hereto Parties with respect to the described subject matter hereof, whether written matter. No agreement or oral. This understanding modifying the terms of this Agreement may shall be amended, modified or supplemented only by a written instrument duly executed by an authorized representative of each binding upon any of the partiesParties unless set forth in writing and signed by the Parties.

Entire Agreement; Amendments. This Agreement sets forth contains the entire understanding of the parties hereto with respect regard to the subject matter hereof. This Agreement contained herein, and supersedes all prior or contemporaneous representationsagreements, discussions, negotiations, letters, proposals, agreements and understandings or intents between the parties partis hereto with respect to the subject matter hereofor any related parties, whether written oral or oralwritten. This Agreement may be amended, modified or supplemented only by a written instrument duly executed writing signed by an authorized representative of each of the partiesboth parties hereto.

Entire Agreement; Amendments. This Agreement sets forth constitutes the entire understanding of between the parties Parties with respect to the subject matter hereof. This Agreement hereof and supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposalsoral communications, agreements and understandings between the parties hereto or discussions with respect to the subject matter hereofhereof including, whether written or oralwithout limitation, the Original Agreement. This Agreement may be amended, amended or modified or supplemented only by a written instrument duly executed writing signed by an authorized representative of each of the partiesParties.

Entire Agreement; Amendments. This Agreement sets forth together with the other written agreements referred to herein represent the entire understanding of the parties with respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect to the subject matter hereofhereof and supersede any prior understanding between the parties, whether oral or written or oral. This Any amendments to this Agreement may shall be amended, modified or supplemented only in writing and shall be signed by a written instrument duly executed by an authorized representative of each of the partiesboth parties hereto.

Entire Agreement; Amendments. This Agreement sets forth contains the entire understanding of the parties Parties with respect to the licenses granted hereunder. Any other express or implied agreements and understandings, negotiations, writings and commitments, either oral or written, in respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between hereto are superseded by the parties hereto with respect to the subject matter hereof, whether written or oralterms of this Agreement. This Agreement may be amended, modified or supplemented any term hereof modified, only by a written instrument duly executed by an authorized representative representative(s) of each of the partiesboth Parties hereto.