Proposed Modification Sample Clauses

Proposed Modification. ViroPharma will inform Lilly in writing as soon as reasonably practical of any proposed modification to the (i) Specifications, or (ii) analytical requirements of the Marketed Product (“Modification”). For the purpose of this Section 3.2, the term Modification shall not include any proposed change to the Specifications that relates solely to the identification of the Parties, their respective tradenames and trademarks or Third Person manufacturers, packers or distributors on the Current Labeling or the New Labeling (as such terms are defined in Article 5); such changes shall be governed solely by Article 5. Lilly will cooperate with the implementation of such Modification by, among other things, informing ViroPharma in writing of the amount of any additional costs and expenses (including capital expenditures, regulatory and any other costs) Lilly would actually incur due to the Modification. If ViroPharma elects to adopt the Modification, ViroPharma will promptly reimburse Lilly for any required capital expenditures, regulatory and other costs associated with the Modification and the Purchase Price will be increased to reflect any increase in on-going Marketed Product manufacturing costs resulting from such Modification (exclusive of any indirect costs associated with capital expenditures actually paid for by ViroPharma), all as are agreed in writing by both Lilly and ViroPharma. Any assets acquired by Lilly on ViroPharma’s behalf pursuant to this Section 3.2 and paid for by ViroPharma will be owned by ViroPharma, maintained by Lilly in the normal course of business and, to the extent severable from Lilly’s facility without unreasonable damage or unreasonable disruption to such facility, returned to ViroPharma as soon as practicable after the termination or expiration of this Manufacturing Agreement. ViroPharma will also promptly pay for any additional analytical tests or any other additional requirements resulting from such Modifications. Lilly shall work with ViroPharma to ensure that any Modification shall become part of the Third Person Supply Chain. If ViroPharma is unwilling to pay Lilly’s costs to implement such Modification or the increase in Purchase Price associated therewith, then ViroPharma will withdraw the proposed modification and the Specifications, analytical requirements or other matters proposed to be modified, as applicable, will remain in full force and effect.
Sample 1
AutoNDA by SimpleDocs

Related to Proposed Modification

  • CONTRACT MODIFICATION The following is adopted as the new CTC for the Contract effective December 29, 2022:

  • Waiver; Modification Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of, or failure to insist upon strict compliance with, any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. This Agreement shall not be modified in any respect except by a writing executed by each party hereto.

  • Agreement Modification 15.1 Any agreement to change the terms of this Agreement in any way shall be valid only if the change is made in writing and approved by mutual agreement of authorized representatives of the parties hereto.

  • Cost Modifications The parties may agree to a reduction in the cost of the Contract at any time during which the Contract is in effect. Without intending to impose a limitation on the nature of the reduction, the reduction may be to hourly, staffing or unit costs, the total cost of the Contract or the reduction may take such other form as the State deems to be necessary or appropriate.

  • Merger & Modification This Contract constitutes the entire agreement between the parties. No understandings, agreements, or representations, oral or written, not specified within this Contract will be valid provisions of this Contract. This Contract may not be modified, supplemented, or amended, except by written agreement signed by all necessary parties.

  • Amendment; Modification No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

  • Agreement Modifications No waiver, alteration or modification of any of the provisions of this Construction Services Agreement shall be binding upon either District or Contractor unless the same shall be in writing and signed by both District and Contractor.

  • Contract Modifications It is understood that changes are inherent in operations of the type covered by this contract. The number of changes, the scope of those changes, and the impact they have on the progress of the original operations cannot be defined at this time. The PURCHASER is notified that changes are anticipated and that there will be no compensation made to the PURCHASER directly related to the number of changes made. Each change will be evaluated for extension of contract time and increase or decrease in compensation based on its own merit. STATE reserves the right to make, at any time during the contract, such modifications as are necessary or desirable; provided such modifications shall not change the character of the operations to be done nor increase the cost, unless such operations or cost increase is approved in writing by PURCHASER. Any modifications so made shall not invalidate this contract nor release PURCHASER of obligations under the performance bond. PURCHASER agrees to do the modified operations as if it had been a part of the original contract. If any change under this section causes an increase or decrease in the PURCHASER's cost of, or the time required for the performance of any part of the operations, the PURCHASER must submit a written statement setting forth the nature and specific extent of the claim. Such claim shall include all time and cost impacts against the contract and be submitted as soon as possible, but no later than 30 days after receipt of any written notice of modification of the contract. If the PURCHASER discovers site conditions which differ materially from what was represented in the contract or from conditions that would normally be expected to exist and be inherent to the activities defined in the contract, the PURCHASER shall notify the STATE's Authorized Representative immediately and before the area has been disturbed. The STATE's Authorized Representative will investigate the area and make a determination as to whether or not the conditions differ materially from either the conditions stated in the contract or those which could reasonably be expected in execution of this particular contract. If it is determined that a differing site condition exists, any compensation or credit will be determined based on an analysis by STATE's Authorized Representative. If the PURCHASER does not concur with the decision of the STATE's Authorized Representative and/or believes that it is entitled to additional compensation, the PURCHASER may proceed to file a claim. All claims shall be submitted in writing and shall include a detailed, factual statement of the basis of the claim, pertinent dates, contract provisions which support or allow the claim, reference to or copies of any documents which support the claim, the exact dollar value of the claim, and specific time extension requested for the claim. If the claim involves operations to be completed by subcontractors, the PURCHASER will analyze and evaluate the merits of the subcontractor's claim. PURCHASER shall forward the subcontractor's claim and PURCHASER's evaluation of such claim to STATE's Authorized Representative. The STATE's Authorized Representative will not consider direct claims from subcontractors, suppliers, manufacturers, or others not a party to this contract. The decision of the STATE shall be final and binding unless the PURCHASER requests mediation.

  • Waiver and Modification Any waiver, alteration, or modification of any of the provisions of this Agreement shall be valid only if made in writing and signed by the parties hereto. Each party hereto, may waive any of its rights hereunder without affecting a waiver with respect to any subsequent occurrences or transactions hereof.

  • Integration; Modification This Construction Services Agreement represents the entire understanding of District and Contractor as to those matters contained herein, and supersedes and cancels any prior oral or written understanding, promises or representations with respect to those matters covered herein, and it shall not be amended, altered or changed except by a written agreement signed by the parties hereto.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!