Notice of Material Event. Each Party covenants and agrees that, upon its acquiring Knowledge of any breach by it of any representation, warranty, covenant or any other term or condition of this Agreement or acquiring Knowledge of a material event or development that is, or is reasonably expected to be, adverse to the other Party with respect to any Program or the transactions contemplated hereby, such Party shall promptly notify the other Party in writing within three (3) Business Days of acquiring such Knowledge; provided, that the failure to provide such notice shall not impair or otherwise be deemed a waiver of any rights any Party may have arising from such breach, material event or development and that notice under this Section 6 shall not in itself constitute notice of any breach of any of the Operative Documents, unless explicitly stated in such notice.
Appears in 3 contracts
Samples: Purchase Option Agreement (Alexza Pharmaceuticals Inc.), Purchase Option Agreement (Alexza Pharmaceuticals Inc.), Purchase Option Agreement (Alexza Pharmaceuticals Inc.)
Notice of Material Event. Each Party covenants and agrees that, upon its acquiring Knowledge of (a) any breach by it of any representation, warranty, covenant or any other term or condition of this Agreement or acquiring Knowledge of a material (b) any other event or development development, in each case that is, or is reasonably expected to be, materially adverse to the other Party with respect to any Program or the transactions contemplated hereby, such Party shall promptly notify the other Party in writing within three (3) Business Days of acquiring such Knowledge; provided, that neither the provision of nor the failure to provide such notice shall not impair or otherwise be deemed a waiver of any rights any Party may have arising from such breach, material event or development and that notice under this Section 6 shall not in itself constitute be deemed an admission by the Party providing such notice of any breach of any of the Operative Documents, unless explicitly stated in such notice.
Appears in 2 contracts
Samples: Purchase Option Agreement (Oxigene Inc), Purchase Option Agreement (Oxigene Inc)
Notice of Material Event. Each Party covenants and agrees that, upon its acquiring Knowledge of (a) any breach by it of any representation, warranty, covenant or any other term or condition of this Agreement or acquiring Knowledge of a material (b) any other event or development development, in each case that is, or is reasonably expected to be, materially adverse to the other Party with respect to any Program or the transactions contemplated hereby, such Party shall promptly notify the other Party in writing within three (3) Business Days of acquiring such Knowledge; provided, that the failure to provide such notice shall not impair or otherwise be deemed a waiver of any rights any Party may have arising from such breach, material event or development and that notice under this Section 6 shall not in itself constitute be deemed an admission by the Party providing such notice of any breach of any of the Operative Documents, unless explicitly stated in such notice.
Appears in 1 contract
Samples: Purchase Option Agreement (Lexicon Pharmaceuticals, Inc./De)