SUPPLEMENTARY AGREEMENT IN RESPECT OF MEXICO Sample Clauses

SUPPLEMENTARY AGREEMENT IN RESPECT OF MEXICO. 2.1 In consideration of the grant of rights in respect of Mexico, Almirall shall pay to GW Pharma a technical access fee equal to ***. Such technical access fee shall be payable by Almirall within thirty (30) days of the later of (i) the date of this Amendment or (ii) receipt of an invoice therefor from GW Pharma. 2.2 The Parties have agreed that, notwithstanding anything to the contrary in the Commercialisation and Supply Agreement (and in particular in Clause 4.1.6 of the Commercialisation and Supply Agreement), Almirall shall be responsible for all reasonable costs and expenses paid by GW Pharma to Third Parties with respect to the preparation, submission, prosecution and maintenance of all CTAs, XXXx and other filings, applications, permissions and other approvals required by any Regulatory Authority to the extent specifically required to obtain necessary Marketing Authorisations to Commercialise Product in Mexico. 2.3 Nothing in this Amendment or in the Commercialisation and Supply Agreement shall be construed to oblige Almirall to carry out or fund any studies or development activities (including without limitation Clinical Trials) which may be at any time required for the preparation, submission, obtaining and/or maintenance of any necessary Marketing Authorisations to Commercialise Product in Mexico. In case any substantial costs or expenses are required to be incurred or paid by Almirall in connection with any XXXx or Marketing Authorisations in Mexico, Almirall shall have the right to decide at its sole discretion not to incur any such expenses and, where applicable, to cancel and withdraw the relevant authorisations so affected, as well as to exclude Mexico from the Territory covered in the Commercialisation and Supply Agreement, by written notice to GW Pharma to become immediately effective. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 2.4 If required by Applicable Laws, Almirall shall cause its Mexican Affiliate to act as GW Pharma’s agent to file XXXx for Product in Mexico in the name of such Almirall’s Mexican Affiliate. In such circumstances and to permit Almirall to act as GW Pharma’s agent for the purposes of filing XXXx for Product in Mexico, the Parties shall supplement the terms of the Commercialization and Supply Agreement on terms substantially similar to the Supplementary Agreement in respect of Switzerland dated November 17, 2011.
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Related to SUPPLEMENTARY AGREEMENT IN RESPECT OF MEXICO

  • Supplementary Agreements II.13.1 Any amendment to the grant conditions must be the subject of a written supplementary agreement. No oral agreement may bind the parties to this effect. II.13.2 The supplementary agreement may not have the purpose or the effect of making changes to the agreement which might call into question the decision awarding the grant or result in unequal treatment of applicants. II.13.3 If the request for amendment is made by the beneficiary, he must send it to the Commission in good time before it is due to take effect and at all events one month before the closing date of the action, except in cases duly substantiated by the beneficiary and accepted by the Commission.

  • 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.

  • Execution of Supplemental Instruments Execute and deliver to Agent from time to time, upon demand, such supplemental agreements, statements, assignments and transfers, or instructions or documents relating to the Collateral, and such other instruments as Agent may request, in order that the full intent of this Agreement may be carried into effect.

  • Supplementary Agreement The parties stipulate and agree that the escrow provisions in this Section 6(b) (Escrow Establishment) of Attachment B (Facility Owned by Seller) and the Source Code Escrow Agreement and Proceeds Escrow Agreement are "supplementary agreements" as contemplated in Section 365(n)(1)(B) of the Code. In any voluntary or involuntary bankruptcy proceeding involving Seller, failure by Company to assert its rights to "retain its rights" to the intellectual property encompassed by the Source Code or the funds in the Proceeds Escrow, pursuant to Section 365(n)(1)(B) of the Code, under an executory contract rejected in a bankruptcy proceeding, shall not be construed as an election to terminate the contract by Company under Section 365(n)(1)(A) of the Code.

  • Supplemental Lease Agreement No 8, dated May 28, 2002, by and between Hub Properties Trust (“Owner/Lessor”) and United States of America (“Government/Lessee”).

  • Reference to Supplemental Agreements Certificates authenticated, executed on behalf of the Holders and delivered after the execution of any supplemental agreement pursuant to this Article may, and shall if required by the Agent, bear a notation in form approved by the Agent as to any matter provided for in such supplemental agreement. If the Company shall so determine, new Certificates so modified as to conform, in the opinion of the Agent and the Company, to any such supplemental agreement may be prepared and executed by the Company and authenticated, executed on behalf of the Holders and delivered by the Agent in exchange for Outstanding Certificates.

  • Effect of Supplemental Agreements Upon the execution of any supplemental agreement under this Article, this Agreement shall be modified in accordance therewith, and such supplemental agreement shall form a part of this Agreement for all purposes; and every Holder of Certificates theretofore or thereafter authenticated, executed on behalf of the Holders and delivered hereunder, shall be bound thereby.

  • Waivers and Supplemental Agreements with Consent of Holders With the consent of the Holders of Certificates of each Class representing Certificate Balances aggregating not less than 66% of the related Class Balance, (i) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (ii) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall: (a) without the consent of all Certificateholders reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or (b) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.03, (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding any other provision of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

  • Supplemental Agreements The TIPS Member entity participating in the TIPS Agreement and awarded Vendor may enter into a separate Supplemental Agreement or contract to further define the level of service requirements over and above the minimum defined in this Agreement such as but not limited to, invoice requirements, ordering requirements, specialized delivery, etc. Any Supplemental Agreement or contract developed as a result of this Agreement is exclusively between the TIPS Member entity customer and the Vendor. TIPS, its agents, TIPS Members and employees not a party to the Supplemental Agreement with the TIPS Member customer, shall not be made party to any claim for breach of such agreement unless named and agreed by the Party in question in writing in the agreement. If a Vendor submitting a Proposal requires TIPS and/or TIPS Member to sign an additional agreement, those agreements shall comply with the award made by TIPS to the Vendor. Supplemental Vendor’s Agreement documents may not become part of TIPS’ Agreement with Vendor unless and until an authorized representative of TIPS reviews and approves it. TIPS review and approval may be at any time during the life of this Vendor Agreement. TIPS permits TIPS Members to negotiate additional terms and conditions with the Vendor for the provision of goods or services under the Vendor’s TIPS Agreement so long as they do not materially conflict with this Agreement. All applicable sales, leases, Supplemental Agreements, contracts, software license agreements, warranties or service agreements that were entered into between Vendor and TIPS or the TIPS Member Customer under the terms and conditions of this Agreement shall survive the expiration or termination of this Agreement. All Orders, Purchase Orders issued or contracts executed by TIPS or a TIPS Member and accepted by the Vendor prior to the expiration or termination of this agreement, shall survive expiration or termination of the Agreement, subject to previously agreed terms and conditions agreed by the parties or as otherwise specified herein relating to termination of this agreement.

  • Execution of Amendments, Supplements or Waivers The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article IX if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing or refusing to sign such amendment, supplement or waiver, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel to the effect that the execution of such amendment, supplement or waiver has been duly authorized, executed and delivered by the Company and that, subject to applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or hereinafter in effect affecting creditors’ rights or remedies generally and to general principles of equity (including standards of materiality, good faith, fair dealing and reasonableness), whether considered in a proceeding at law or at equity, such amendment, supplement or waiver is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

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