CTI Agreement definition
Examples of CTI Agreement in a sentence
MAS and CTI hereby agree to modify and amend the CTI Agreement effective as of the Effective Date by: (i) deleting the following provisions in their entirety, Sections 2.2, 3.3, 9.1, 9.2 and 9.3 and Articles 4, 5, 6, 7, 10 and 11; and (ii) incorporating the provisions of Sections 5.1 – 5.7 and Articles 6, 7, 8 and 9 of the Exclusive License Agreement by reference mutatis mutandis.
As between MAS and CTI, neither of MAS nor CTI shall have any responsibility or liability to the other as a result of the foregoing modification and amendment of the CTI Agreement.
The foregoing modification and amendment of the CTI Agreement shall be deemed to be mutually agreed upon by and between MAS and CTI.
MAS and CTI each hereby waives all rights to notice of modification and amendment as may be otherwise provided under the CTI Agreement or applicable laws.
Except as otherwise provided in this Section 2.3, all other terms and conditions of the CTI Agreement shall remain in effect.
Notwithstanding the foregoing, following the Closing, the Buyer will reimburse the Sellers in respect of 75% of their expenses incurred in connection with the transactions contemplated by this Agreement, to a maximum aggregate reimbursed amount under this Agreement and the CTI Agreement of $100,000.
The relevant provisions of the CTI Agreement are set out in Schedule 4 (Third Party Rights in CTI Agreement).
The Parties hereby acknowledge and affirm that (i) Palatin is fully responsible for the CTI Agreement, (ii) Palatin shall be free, among other things, to amend, alter, modify, or terminate the CTI Agreement, and (iii) King shall have no obligation to abide by the provisions of the CTI Agreement.
Anything to the contrary herein or in the CTI Agreement notwithstanding, Buyer shall be entitled to set-off appropriate amounts as described under and pursuant to Section 6.13 of the CTI Agreement.
This Agreement and the CTI Agreement, including all schedules and exhibits hereto and thereto, constitute the entire agreement of the parties with respect to the subject matter hereof and thereof, respectively, and may not be modified, amended or terminated except by a written instrument specifically referring to this Agreement or the CTI Agreement, respectively, signed by all the parties hereto or thereto, as the case may be.