Under the 3-Way Agreement Sample Clauses

Under the 3-Way Agreement. The Parties shall act together in all matters under the 3-Way Agreement, other than Chembio’s right and obligation to manufacture and supply the HIV Barrel Product thereunder. Without limiting the generality of the foregoing: (a) Neither Party shall (i) give any notice to Inverness under the 3-Way Agreement, (ii) terminate or attempt to terminate the 3-Way Agreement, or (iii) modify or amend the 3-Way Agreement without the prior written consent of the other Party. For clarity, if the Parties do not both agree to take an action described in the preceding sentence, then such action shall not be taken. (b) In order to keep SDS properly informed, Chembio shall forward all forecasts, Purchase Orders or alterations thereof received from Inverness pursuant to Section 7.2 or 7.3 of the 3-Way Agreement to SDS within five (5) business days of receipt thereof by Chembio. (c) In the event either Party makes sales of HIV Barrel Products to a Third Party (other than Inverness) as permitted by the 3-Way Agreement, the selling Party shall pay the other Party a royalty of five percent (5%) of the Net Sales (as defined in the 3-Way Agreement) thereof. Sections 5.6 (other than subsections (a) and (d)) and Section 5.7 (other than subsections (b), (c), and (e)) shall apply to such royalties with appropriate adjustments to reflect the differences in Payer and Payee.
AutoNDA by SimpleDocs

Related to Under the 3-Way Agreement

  • Obligations Under the Security Agreement The undersigned hereby agrees, as of the date first above written, to be bound as a Grantor by all of the terms and provisions of the Security Agreement to the same extent as each of the other Grantors. The undersigned further agrees, as of the date first above written, that each reference in the Security Agreement to an “Additional Grantor” or a “Grantor” shall also mean and be a reference to the undersigned.

  • Persons Having Rights Under the Agreement Nothing in this Agreement shall give to any person other than the Company, the Warrant Agent and the holders of the Warrant Certificates any right, remedy or claim under or by reason of this Agreement.

  • Payments under this Agreement In the event that one party (the “Owing Party”) is required to make a payment to another party (the “Owed Party”) pursuant to this Agreement, then such payments shall be made according to this Section 7.05.

  • Complete Agreement; Modification This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof, and supersedes any previous oral or written communications, negotiations, representations, understandings, or agreements between them. Any modification of this Agreement shall be effective only if set forth in a written document signed by you and a duly authorized officer of the Company.

  • Complete Agreement; Amendment This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements in regard thereto. This Agreement cannot be modified except by an agreement in writing signed by both parties and specifically referring to this Agreement.

  • One Agreement This Agreement and any related security or other agreements required by this Agreement, collectively: (a) represent the sum of the understandings and agreements between the Bank and the Borrower concerning this credit; (b) replace any prior oral or written agreements between the Bank and the Borrower concerning this credit; and (c) are intended by the Bank and the Borrower as the final, complete and exclusive statement of the terms agreed to by them. In the event of any conflict between this Agreement and any other agreements required by this Agreement, this Agreement will prevail.

  • Complete Agreement This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

  • Complete Agreement; Modifications This Agreement and any documents referred to herein or executed contemporaneously herewith constitute the parties’ entire agreement with respect to the subject matter hereof and supersede all agreements, representations, warranties, statements, promises and understandings, whether oral or written, with respect to the subject matter hereof. This Agreement may be amended, altered or modified only by a writing signed by the Company and the Holders of a majority of the Registrable Securities then outstanding.

  • COMPLETE AGREEMENT; AMENDMENTS This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter contemplated thereby. No modifications to this Agreement shall be made or binding unless made in writing and signed by all parties to this Agreement.

  • Complete Agreement; Modification of Agreement This Agreement constitutes the complete agreement among the parties hereto with respect to the subject matter hereof, supersedes all prior agreements and understandings relating to the subject matter hereof, and may not be modified, altered or amended except as set forth in Section 8.6.

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