AMEND SECTION 4 Sample Clauses
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AMEND SECTION 4. 2 [Pro Rata Treatment of Lenders], Section 9.3 [Exculpatory Provisions, Etc.] or Section 4.3 [Sharing of Payments by Lenders] or this Section 10.1, alter any provision regarding the pro rata treatment of the Lenders or requiring all Lenders to authorize the taking of any action or reduce any percentage specified in the definition of Required Lenders, in each case without the consent of all of the Complying Lenders; provided that no agreement, waiver or consent which would modify the interests, rights or obligations of the Administrative Agent or the Issuing Lender without the written consent of such Administrative Agent or Issuing Lender, as applicable, and provided, further that, if in connection with any proposed waiver, amendment or modification referred to in subsections (a) through (d) above, the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (each a “Non-Consenting Lender”), then the Borrower shall have the right to replace any such Non-Consenting Lender with one or more replacement Lenders pursuant to Section 4.6(b) [Replacement of a Lender].
AMEND SECTION 4. 1. Section 4.1 of the Agreement is hereby amended to delete subsection (b) in its entirety and replace it with the following: "
AMEND SECTION 4. 1. Section 4.1 of the Agreement is hereby amended to delete subsection (c) in its entirety and replace it with the following: "
(i) Within forty-five (45) days after the Amendment Effective Date, Lilly will pay SGX a non-refundable research fee of $2,500,000, provided however, that SGX has committed a total of [...***...] ([...***...]) [...***...] to the Research Collaboration during the period between March 26, 2003 and the Amendment Effective Date; and (ii) within forty-five (45) days after the second anniversary of the Effective Date, Lilly will pay SGX a non-refundable research fee of $[...***...], provided however, that SGX has committed a total of [...***...] ([...***...]) [...***...] to the Research Collaboration during the period between March 26, 2003 and the [...***...] of the Effective Date. If SGX has not honored such [...***...] ([...***...]) [...***...] commitment, then Lilly will pay SGX a pro-rated amount under sub-paragraph (ii) above, proportionate with the amount of FTEs that have actually been used as long as the total number of FTEs committed by SGX during the period between March 26, 2003 and the second anniversary of the Effective Date exceeds [...***...]."
1. CONFIDENTIAL TREATMENT REQUESTED
AMEND SECTION 4. 8. Section 4.8 of the Agreement is hereby deleted in its entirety and replaced with the following: "Notwithstanding anything to the contrary in this Agreement, (a) from and after August 19, 2005, the Collaboration shall not include any research activities which may be conducted by SGX on Serono Target [...***...]; (b) from and after August 19, 2005, SGX shall have no obligation to conduct any research activities on [...***...]; and (c) Patents or Know How which have been or may be generated by SGX with respect to [...***...] from and after August 19, 2005 shall not be considered Collaboration Technology or SGX Background Technology, except as provided in this Section 4.8, but shall be Confidential Information of SGX. In the event that SGX determines an Initial Structure of [...***...] prior to the end of the Term of the Collaboration, SGX shall notify Serono of such determination and if Serono notifies SGX in writing of its desire to obtain a license to such structure within 90 (ninety) days upon receipt of the notification : (i) Serono shall pay SGX a milestone payment in accordance with Section 3.2(a) for such Initial Structure and to obtain the license to such Initial Structure under Section 4.1(c); and (ii) upon payment of such milestone, Patents and Know How ***CONFIDENTIAL TREATMENT REQUESTED developed by SGX covering such Initial Structure shall be considered Collaboration Technology solely for the purposes of Sections 2.3, 4.1(c), 4.1(d) (as it applies to such Initial Structure), 5, 6, 7 and 8, and SGX shall provide Serono with reasonable quantities of SGX Materials embodying such Initial Structure in accordance with Section 2.3.."
AMEND SECTION 4. 1. Section 4.1 of the Agreement is hereby amended by:
(a) inserting a new Section 4.1(f) as follows: “