Common use of Entire Agreement; Amendment; Waiver Clause in Contracts

Entire Agreement; Amendment; Waiver. This Agreement, together with the Appendices and Schedules hereto and the Related Agreements, constitutes the sole, full and complete agreement by and between the Parties with respect to the subject matter of this Agreement, and all prior agreements, understandings, promises and representations, whether written or oral, with respect thereto are superseded by this Agreement. In the event of a conflict between a Related Agreement and this Agreement, the terms of this Agreement shall control. No amendments, changes, additions, deletions or modifications to or of this Agreement shall be valid unless reduced to writing and signed by the Parties hereto. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. The waiver by either Party of any right hereunder or of the failure to perform or of a breach by the other Party shall not be deemed a waiver of any other right hereunder or of any other breach or failure by said other Party whether of a similar nature or otherwise.

Entire Agreement; Amendment; Waiver. This Agreement, together with the Appendices and Schedules hereto Agreement and the Related Agreements, constitutes ----------------------------------- Registration Rights Agreement constitute the sole, full and complete entire understanding and agreement by and between the Parties parties with respect regard to the subject matter of subjects hereof and thereof, and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth in this Agreement or therein. Except as expressly provided in this Agreement, and all prior agreements, understandings, promises and representations, whether written or oral, with respect thereto are superseded by this Agreement. In the event of a conflict between a Related Agreement and this Agreement, the terms of neither this Agreement shall control. No amendmentsnor any term hereof may be amended, changeswaived, additions, deletions discharged or modifications to or of this Agreement shall be valid unless reduced to writing and terminated other than by a written instrument signed by the Parties both parties hereto. Any term or condition of this Agreement may be waived at any time by the Party party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party party waiving such term or condition. The No waiver by either Party any party of any right hereunder term or condition of the failure to perform this Agreement, in any one or of a breach by the other Party more instances, shall not be deemed to be or construed as a waiver of the same or any other right hereunder term or condition of this Agreement on any other breach or failure by said other Party whether of a similar nature or otherwisefuture occasion.

Entire Agreement; Amendment; Waiver. This Agreement, together with the Appendices and Schedules hereto and the Related Agreements, constitutes the sole, full and complete agreement by and between the Parties with respect to the subject matter *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. of this Agreement, and all prior agreements, understandings, promises and representations, whether written or oral, with respect thereto are superseded by this Agreement. In the event of a conflict between a Related Agreement and this Agreement, the terms of this Agreement shall control, save in relation to quality terms of the Clinical Quality Agreement where the quality terms will override and supersede. No amendments, changes, additions, deletions or modifications to or of this Agreement shall be valid unless reduced to writing and signed by the Parties hereto. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. The waiver by either Party of any right hereunder or of the failure to perform or of a breach by the other Party shall not be deemed a waiver of any other right hereunder or of any other breach or failure by said other Party whether of a similar nature or otherwise.

Entire Agreement; Amendment; Waiver. This Agreement, together with the Appendices and Schedules hereto and the Related Agreements, constitutes the sole, full and complete agreement by and between the Parties with respect to the subject matter of this Agreement, and all prior agreements, understandings, promises and representations, whether written or oral, with respect thereto are superseded by this Agreement. In the event of a conflict between a Related Agreement and this Agreement, the terms of this Agreement shall control. No amendments, changes, additions, deletions or modifications to or of this Agreement shall be valid unless reduced to writing and signed by the Parties hereto. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. The waiver by either Party of any right hereunder or of the failure to perform or of a breach by the other Party shall not be deemed a waiver of any other right hereunder or of any other breach or failure by said other Party whether of a similar nature or otherwise.. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filled separately with the Commission. Execution Version

Entire Agreement; Amendment; Waiver. This Agreement, together with the Appendices and Schedules hereto Registration Rights Agreement and the Related Agreements, constitutes Warrant constitute the sole, full fall and complete entire understanding and agreement by and between the Parties parties with respect regard to the subject matter of subjects hereof and thereof, and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth in this Agreement or therein. Except as expressly provided in this Agreement, and all prior agreements, understandings, promises and representations, whether written or oral, with respect thereto are superseded by this Agreement. In the event of a conflict between a Related Agreement and this Agreement, the terms of neither this Agreement shall control. No amendmentsnor any term hereof may be amended, changeswaived, additions, deletions discharged or modifications to or of this Agreement shall be valid unless reduced to writing and terminated other than by a written instrument signed by the Parties both parties hereto. Any term or condition of this Agreement may be waived at any time by the Party party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party party waiving such term or condition. The No waiver by either Party any party of any right hereunder term or condition of the failure to perform this Agreement, in any one or of a breach by the other Party more instances, shall not be deemed to be or construed as a waiver of the same or any other right hereunder term or condition of this Agreement on any other breach or failure by said other Party whether of a similar nature or otherwisefuture occasion.

Entire Agreement; Amendment; Waiver. This Agreement, together with Agreement and the Appendices other documents and instruments referred to herein and therein and all Exhibits and Schedules hereto and thereto, constitute the Related Agreements, constitutes the sole, full and complete entire agreement by and between among the Parties with respect pertaining to the subject matter of this Agreement, hereof and supersedes all prior agreements, understandings, promises negotiations and representationsdiscussions, whether oral or written, of the Parties. This Agreement may be supplemented, modified or amended only by written agreement executed by each Party hereto. No supplement, modification or oral, with respect thereto are superseded by this Agreement. In the event of a conflict between a Related Agreement and this Agreement, the terms other amendment or waiver of this Agreement shall controlwill be binding unless executed in writing by the Party to be bound thereby. No amendments, changes, additions, deletions or modifications to or waiver of any of the provisions of this Agreement shall be valid unless reduced to writing and signed by the Parties hereto. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. The waiver by either Party of any right hereunder or of the failure to perform or of a breach by the other Party shall not will be deemed or will constitute a waiver of any other right hereunder provision hereof (whether or not similar), nor will such waiver constitute a continuing waiver unless otherwise expressly provided. The failure of any other breach Party to enforce any condition or failure by said part of this Agreement at any time shall not be construed as a waiver of that condition or part, nor shall it forfeit any rights to future enforcement thereof. Any waiver hereunder shall be effective only if delivered to the other Party whether of a similar nature or otherwisein writing by the Party making such waiver.

Entire Agreement; Amendment; Waiver. This Agreement, together with the Appendices Stock Purchase Agreement, and Schedules the Asset Purchase Agreement and all documents required to be delivered hereto and thereto and the Related Agreementsother documents and certificates delivered pursuant to the terms hereof, constitutes set forth the sole, full entire agreement and complete agreement by and between understanding of the Parties with parties hereto in respect to of the subject matter of this Agreementcontained herein, and supersede all prior agreementsnegotiations, understandings, promises and representationsdiscussions, agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto whether written or oral. This Agreement may be amended, with respect thereto are superseded modified or supplemented only by this Agreement. In written agreement of all the event of a conflict between a Related Agreement and this Agreement, the terms of this Agreement shall control. No amendments, changes, additions, deletions or modifications to or of this Agreement shall be valid unless reduced to writing and signed by the Parties parties hereto. Any term failure of any party hereto to comply with any obligation, covenant, agreement or condition of this Agreement herein may be expressly waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. The waiver by either Party of any right hereunder or of the failure to perform or of a breach writing by the other Party parties hereto, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not be deemed operate as a waiver of of, or estoppel with respect to, any subsequent or other right hereunder or of any other breach or failure by said other Party whether of a similar nature or otherwisefailure.

Entire Agreement; Amendment; Waiver. This Agreement, together with the Appendices and Schedules hereto and the Related Agreements, constitutes the sole, full and complete agreement by and between the Parties with respect to the subject matter of this Agreement, and all prior agreements, understandings, promises and representations, whether written or oral, with respect thereto are superseded by this Agreement. In the event of a conflict between a Related Agreement and this Agreement, the terms of this Agreement shall control. No amendments, changes, additions, deletions or modifications to or of this Agreement shall be valid unless reduced to writing and signed by the Parties hereto. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. The waiver by either Party of any right hereunder or of the failure to perform or of a breach by the other Party shall not be deemed a waiver of any other right hereunder or of any other breach or failure by said other Party whether of a similar nature or otherwise. Confidential material omitted and filed separately with the Commission.

Entire Agreement; Amendment; Waiver. This Agreement, together with the Appendices Exhibits and Schedules hereto and the Related Agreements, constitutes the sole, full and complete agreement by and between the Parties with respect to the subject matter of this Agreement, and all prior agreements, understandings, promises and representations, whether written or oral, with respect thereto are superseded by this Agreement. In the event of a conflict between a Related Agreement and this Agreement, the terms of this Agreement shall control. No amendments, changes, additions, deletions or modifications to or of this Agreement shall be valid unless reduced to writing and signed by the Parties hereto. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. The waiver by either Party of any right hereunder or of the failure to perform or of a breach by the other Party shall not be deemed a waiver of any other right hereunder or of any other breach or failure by said other Party whether of a similar nature or otherwise. 18.

Entire Agreement; Amendment; Waiver. This Agreement, together with the Appendices and Schedules hereto and the Related Agreements, constitutes the sole, full and complete agreement by and between the Parties with respect to the subject matter of this Agreement, and all prior agreements, understandings, promises and representations, whether written or oral, with respect thereto thereto, including but not limited to the [***] (the “Prior CDA”), are superseded by this Agreement. As of the Effective Date, all confidential information exchanged under the Prior CDA shall be considered Confidential Information exchanged under this Agreement. In the event of a conflict between a Related Agreement and this Agreement, the terms of this Agreement shall control. No amendments, changes, additions, deletions or modifications to or of this Agreement shall be valid unless reduced to writing and signed by the Parties hereto. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. The waiver by either Party of any right hereunder or of the failure to perform or of a breach by the other Party shall not be deemed a waiver of any other right hereunder or of any other breach or failure by said other Party whether of a similar nature or otherwise.

Entire Agreement; Amendment; Waiver. This Agreement, together with the Appendices and Schedules Exhibits hereto (including the COMPANY Protocol as amended from time to time) and the Related Agreements, constitutes the sole, full and complete agreement by and between the Parties with respect to the subject matter of this Agreement, and all prior agreements, understandings, promises and representations, whether written or oral, with respect thereto are superseded by this Agreement. In Unless expressly specified otherwise in this Agreement, in the event of a conflict between a Related Agreement and this Agreement, the terms of this Agreement shall control. No amendments, changes, additions, deletions or modifications to or of this Agreement shall be valid unless reduced to writing and signed by the Parties hereto. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. The waiver by either Party of any right hereunder or of the failure to perform or of a breach by the other Party shall not be deemed a waiver of any other right hereunder or of any other breach or failure by said other Party whether of a similar nature or otherwise.