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

Entire Agreement; Amendments; Waiver. This Letter Agreement and the Employment Agreement together constitute the complete understanding between the parties with respect to the subject matter hereof and supersede all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof, and no statement, representation, warranty or covenant has been made by any party with respect thereto except as expressly set forth herein or in the Employment Agreement. This Letter Agreement shall not be altered, modified, amended (except as provided in paragraph 13 hereof) or terminated except by a written instrument signed by each of the parties hereto. No waiver of any term or provision hereof, or of the application of any such term or provision to any circumstances, shall be effective or binding on any party unless it is in writing signed by the party charged with giving such waiver. A waiver by either party hereto of any breach hereunder by the other party shall not operate as a waiver of any other breach, whether similar to or different from the breach waived, and no waiver by any party hereto of a breach hereunder by the other party on any occasion shall constitute a waiver of the same breach on any subsequent occasion. Except as expressly provided herein, no delay on the part of either party in the exercise of any of its rights or remedies shall operate as a waiver thereof, no single or partial exercise by either party of any such right or remedy shall preclude other or further exercise thereof and all remedies hereunder or by operation of law or equity shall be cumulative and not exclusive. Very truly yours, XXXXX ELECTRIC VEHICLES CORP. By: Name: Title: I, Name, HAVE CAREFULLY READ THE ABOVE LETTER AGREEMENT. I HEREBY AGREE TO ALL OF ITS PROVISIONS AND TERMS, I UNDERSTAND THAT IT CONTAINS A WAIVER OF LEGAL RIGHTS, AND I SIGN BELOW VOLUNTARILY. Name Date

Entire Agreement; Amendments; Waiver. This Letter Agreement, the Supply Agreement and the Employment Agreement side letter among Eagle, MDCO and SciDose effective as of September 24, 2009, together constitute contain the complete entire understanding between of the parties Parties with respect to the transactions and matters contemplated hereby and thereby, and supersede all prior agreements and understandings relating to the subject matter hereof and supersede all other prior thereof, and no representations, inducements, promises [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. or agreements and understandings, both written and oral, between the parties with respect relating to the subject matter hereofhereof or thereof, and no statementwhether oral or otherwise, representation, warranty between the Parties not contained herein or covenant has therein or incorporated herein or therein by reference shall be of any force or affect. This Agreement may not be modified or amended except in a writing signed by both Parties. No provision of or right under this Agreement shall be deemed to have been made waived by any party with respect thereto except as expressly set forth herein act or in acquiescence on the Employment Agreement. This Letter Agreement shall not be altered, modified, amended (except as provided in paragraph 13 hereof) or terminated except by a written instrument signed by each of the parties hereto. No waiver part of any term Party, its agents or provision hereofemployees, or of the application of any such term or provision to any circumstances, shall be effective or binding on any party unless it is but only by an instrument in writing signed by the party charged with giving an authorized officer of such waiverParty. A No waiver by either party hereto Party of any breach hereunder of this Agreement by the other party Party shall not operate be effective as a waiver of to any other breach, whether similar to or different from the breach waived, and no waiver by any party hereto of a breach hereunder by the other party on any occasion shall constitute a waiver of the same breach on or any subsequent occasionother term or condition and whether occurring before or after the date of such waiver. Except as expressly provided herein, no delay on In the part of either party in the exercise event of any inconsistency between or among any provision(s) in this Agreement, the Supply Agreement, the Quality Agreement or the Pharmacovigilance Agreement, the order of its rights or remedies shall operate as a waiver thereof, no single or partial exercise by either party of any such right or remedy shall preclude other or further exercise thereof and all remedies hereunder or by operation of law or equity interpretation shall be cumulative (with the prior-listed agreement superseding any conflicting provision(s) in any subsequently-listed agreement): this Agreement, the Supply Agreement, the Quality Agreement and not exclusive. Very truly yours, XXXXX ELECTRIC VEHICLES CORP. By: Name: Title: I, Name, HAVE CAREFULLY READ THE ABOVE LETTER AGREEMENT. I HEREBY AGREE TO ALL OF ITS PROVISIONS AND TERMS, I UNDERSTAND THAT IT CONTAINS A WAIVER OF LEGAL RIGHTS, AND I SIGN BELOW VOLUNTARILY. Name Datethe Pharmacovigilance Agreement.

Entire Agreement; Amendments; Waiver. This Letter Agreement, the License Agreement and the Employment Agreement side letter among Eagle, MDCO and SciDose dated September 24, 2009; together constitute contain the complete entire understanding between of the parties Parties with respect to the transactions and matters contemplated hereby and thereby, and supersedes all prior agreements and understandings relating to the subject matter hereof and supersede all other prior thereof, and no representations, inducements, promises or agreements and understandings, both written and oral, between the parties with respect relating to the subject matter hereofhereof or thereof, and no statementwhether oral or otherwise, representationbetween the Parties not contained herein or therein or incorporated herein or [*] = Certain confidential information contained in this document, warranty or covenant marked by brackets, has been made omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. therein by reference shall be of any force or affect. This Agreement may not be modified or amended except in a writing signed by both Parties. No provision of or right under this Agreement shall be deemed to have been waived by any party with respect thereto except as expressly set forth herein act or in acquiescence on the Employment Agreement. This Letter Agreement shall not be altered, modified, amended (except as provided in paragraph 13 hereof) or terminated except by a written instrument signed by each of the parties hereto. No waiver part of any term Party, its agents or provision hereofemployees, or of the application of any such term or provision to any circumstances, shall be effective or binding on any party unless it is but only by an instrument in writing signed by the party charged with giving an authorized officer of such waiverParty. A No waiver by either party hereto Party of any breach hereunder of this Agreement by the other party Party shall not operate be effective as a waiver of to any other breach, whether similar to or different from the breach waived, and no waiver by any party hereto of a breach hereunder by the other party on any occasion shall constitute a waiver of the same breach on or any subsequent occasionother term or condition and whether occurring before or after the date of such waiver. Except as expressly provided herein, no delay on In the part of either party in the exercise event of any inconsistency between or among any provision(s) in this Agreement, the Supply Agreement, the Quality Agreement or the Pharmacovigilance Agreement, the order of its rights or remedies shall operate as a waiver thereof, no single or partial exercise by either party of any such right or remedy shall preclude other or further exercise thereof and all remedies hereunder or by operation of law or equity interpretation shall be cumulative (with the prior-listed agreement superseding any conflicting provision(s) in any subsequently-listed agreement): the License Agreement, this Agreement, the Quality Agreement and not exclusive. Very truly yours, XXXXX ELECTRIC VEHICLES CORP. By: Name: Title: I, Name, HAVE CAREFULLY READ THE ABOVE LETTER AGREEMENT. I HEREBY AGREE TO ALL OF ITS PROVISIONS AND TERMS, I UNDERSTAND THAT IT CONTAINS A WAIVER OF LEGAL RIGHTS, AND I SIGN BELOW VOLUNTARILY. Name Datethe Pharmacovigilance Agreement.