Negotiation and Execution of New Agreements Sample Clauses

Negotiation and Execution of New Agreements. After the Effective Date, GSK will use Commercially Reasonable Efforts to negotiate and execute the New Accredo Agreement and New TheraCom Agreement. GSK may, from time to time during the negotiations of either the New Accredo Agreement or New TheraCom Agreement, provide Myogen with an opportunity to review and comment upon drafts of such New Accredo Agreement or New TheraCom Agreement, which comments GSK will consider but will in no way be obligated to incorporate into either the New Accredo Agreement or New TheraCom Agreement. Myogen acknowledges that GSK desires to execute the New Accredo Agreement and New TheraCom Agreement as soon as possible after the Effective Date. Accordingly, Myogen agrees that it will use its best efforts to provide comments, if any, on any drafts of the New Accredo Agreement or New TheraCom Agreement as soon as reasonably practicable after receipt thereof from GSK. In the event that GSK is unable to enter into either the New Accredo Agreement or the New TheraCom Agreement for the provision of specialty distribution services relating to Product in the Territory, GSK will use Commercially Reasonable Efforts to identify other Third Party specialty pharmacy(ies) to be agreed upon by Myogen and GSK will use Commercially Reasonable Efforts to negotiate an agreement with such Third Party which will be assigned to Myogen. GSK agrees that it shall ensure that the terms of the New Accredo Agreement, the New TheraCom Agreement or any such other Third Party specialty pharmacy agreement shall not be materially disadvantageous to GSK or its assignee relative to the terms of the Current Accredo Agreement or the current TheraCom Agreement. GSK agrees that it shall negotiate in any of the New TheraCom Agreement, the New Accredo Agreement or any such other Third Party specialty pharmacy agreement a prompt payment discount to encourage payment of invoices within approximately thirty (30) days. [..**..] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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Related to Negotiation and Execution of New Agreements

  • Execution of Agreements The Purchasers shall have executed this Agreement and delivered this Agreement to the Company.

  • Execution of Further Documents Each party agrees to execute and deliver without further consideration any further applications, licenses, assignments or other documents, and to perform such other lawful acts as the other party may reasonably require to fully secure and/or evidence the rights or interests herein.

  • Entire Agreement; Governing Law The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and Optionee. This agreement is governed by the internal substantive laws, but not the choice of law rules, of California.

  • Preparation of Agreement This Agreement shall not be construed more strongly against any party regardless of who is responsible for its preparation. The parties acknowledge each contributed and is equally responsible for its preparation.

  • Execution of Agreement The HSP represents and warrants that: (a) it has the full power and authority to enter into this Agreement; and (b) it has taken all necessary actions to authorize the execution of this Agreement.

  • Execution of the Agreement The Company, the party executing this Agreement on behalf of the Company, and the Consultant, have the requisite corporate power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder. All corporate proceedings have been taken and all corporate authorizations and approvals have been secured which are necessary to authorize the execution, delivery and performance by the Company and the Consultant of this Agreement. This Agreement has been duly and validly executed and delivered by the Company and the Consultant and constitutes a valid and binding obligation, enforceable in accordance with the respective terms herein. Upon delivery of this Agreement, this Agreement, and the other agreements and exhibits referred to herein, will constitute the valid and binding obligations of Company, and will be enforceable in accordance with their respective terms. Delivery may take place via facsimile transmission.

  • Execution of Supplemental Agreements In executing, or accepting the additional agencies created by, any supplemental agreement permitted by this Article or the modifications thereby of the agencies created by this Agreement, the Agent shall be entitled to receive and (subject to Section 7.1) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental agreement is authorized or permitted by this Agreement. The Agent may, but shall not be obligated to, enter into any such supplemental agreement which affects the Agent's own rights, duties or immunities under this Agreement or otherwise.

  • Integration and Entire Agreement This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto.

  • Entire Agreement of the Parties; Amendments This Agreement and the Schedules hereto constitute and contain the entire understanding and agreement of the Parties respecting the subject matter hereof and cancel and supersede any and all prior negotiations, correspondence, understandings and agreements between the Parties, whether oral or written, regarding such subject matter. No waiver, modification or amendment of any provision of this Agreement shall be valid or effective unless made in a writing referencing this Agreement and signed by a duly authorized officer of each Party.

  • Entire Agreement; Superseding Effect This Agreement constitutes the entire agreement of the Members relating to the Company and the transactions contemplated hereby, and supersedes all provisions and concepts contained in all prior contracts or agreements between the Members with respect to the Company, whether oral or written.

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