Common use of Entire Agreement and Modification Clause in Contracts

Entire Agreement and Modification. Except for the Confidentiality Agreement, this Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the Merger Documents) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between among the parties Parties with respect to its subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between among the parties Parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the Party against whom the enforcement of such amendment is sought.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between the parties with respect to its subject matter matter, and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment. The headings of the Articles in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between the parties Parties with respect to its subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between among the parties Parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the Parties.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the Merger Documents) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by all of the parties hereto.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between the parties with respect to its subject matter and matter. This Agreement constitutes (along with the Merger Documents) a complete and exclusive statement of the terms of the agreement between the parties with respect to its the subject matter.matter of this Agreement. There are no written or oral representations or understandings that are not fully expressed in this Agreement. This Agreement may not be amended, supplemented, or otherwise modified except by written agreement executed by the party to be charged with the change. [The signature page follows this page] EXHIBIT A

Entire Agreement and Modification. Except for This Agreement, together with the Confidentiality Agreement, this Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements agreements, whether written or oral, between the parties with respect to its subject matter and constitutes (along with the Merger DocumentsExhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the parties.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between the parties Parties with respect to its subject matter and constitutes (along with the Merger Documents) a complete and exclusive statement of the terms of the agreement between the parties Parties with Execution Copy 16 respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the Party to be charged with the amendment.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between the parties with respect to its subject matter matter, and constitutes (along with the Merger Documents) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the letter of intent between the Acquiror and the Company, dated February 4, 2004) and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party against whom the enforcement of such amendment is sought.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement (a) supersedes all prior or contemporaneous agreements or understandings, oral or written, between the parties Parties with respect to its the subject matter hereof and (b) constitutes (along with the Merger Documents) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its their subject matter. This Agreement may not be amended except by a written agreement executed by the Parties.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between among the parties with respect to its subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by each of the Parties and the Escrow Agent.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior communications, understandings and agreements between among the parties Parties with respect to its subject matter and constitutes (along with the Merger Documents) a complete and exclusive statement of the terms of the agreement between among the parties Parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by all the Parties. In the event of any inconsistency between the statements in the body of this Agreement and the Merger Agreement, the statements in the Merger Agreement will control.

Entire Agreement and Modification. Except for a. This Agreement contains the Confidentiality Agreement, entire agreement of the parties relating to the subject matter of this Agreement and supersedes all prior agreements between the parties and representations with respect to its the subject matter hereof. This Agreement may only be modified by a written amendment hereto, executed by both parties, however, matters concerning the scope of services which do not affect the agreed price may be modified by mutual written consent of the Grantee and constitutes (along with the Merger Documents) Executive Director. If there are exhibits attached hereto, and a complete and exclusive statement of conflict exists between the terms of this Agreement and any exhibit, the agreement between the parties with respect to its subject matterterms of this Agreement shall control.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between DFT and the Company, dated October 29, 2005) and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party against whom the enforcement of such amendment is sought.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Term Sheet between the Acquiror and the Company, dated December 6, 2004) and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party against whom the enforcement of such amendment is sought.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all --------------------------------- prior agreements agreements, understandings, negotiations and discussions, whether oral or written, between the parties with respect to its subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be modified except by a written agreement executed by the party to be charged with the modification.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement supersedes and terminates any provision in the Term Sheet dated September 13, 2010 by and among the parties and the Company. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between the parties Parties with respect to its subject matter and constitutes (along with the Merger Documentsexhibits attached hereto and the other documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the Party to be charged with the amendment.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between the parties with respect to its subject matter (other than the Loan Agreement dated August 28, 1997 between Buyer and the Company (the "Loan Agreement")) and constitutes (along with the Merger DocumentsLoan Agreement and the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter Agreement) and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior communications, understandings and agreements between among the parties Parties with respect to its subject matter and constitutes (along with the Merger Documents) a complete and exclusive statement of the terms of the agreement between among the parties Parties with respect to its subject matter.. This Agreement may not be amended except by a written agreement executed by all the Parties. In the event of any inconsistency between the statements in the body of this Agreement and the Merger Agreement, the statements in the Merger Agreement will control. (b)

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer and Sellers’ Representative.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all --------------------------------- prior agreements between the parties with respect to its subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement, and all annexes hereto, may not be amended except by a written agreement executed by each of the parties hereto.

Entire Agreement and Modification. Except for This Agreement (including its exhibits) constitutes and contains the Confidentiality Agreement, this Agreement entire agreement of the parties and supersedes any and all prior negotiations, correspondence, understandings and agreements between the parties with respect to its subject matter and constitutes (along with the Merger Documents) a complete and exclusive statement of the terms of the agreement between the parties with respect to respecting its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be changed with the amendment.

Entire Agreement and Modification. Except for the Confidentiality as described in this Section 8.3, this Agreement, this Agreement together with all referenced and attached exhibits, contains the entire agreement between the parties hereto, supersedes all prior agreements agreements, arrangements, or understandings between the parties with respect to its subject matter and constitutes (along with the Merger Documents) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be modified or amended except by a written agreement duly signed by persons authorized to act on behalf of the party to be charged with the amendment.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between the parties Parties with respect to its subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter.. This Agreement may not be amended except by a written agreement executed by the Party against whom the enforcement of such amendment is sought, provided that Error! Reference source not found. may only be amended after the Closing as set forth in Error! Reference source not found..

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement supersedes and terminates any provision in the Letter of Intent dated November 14, 2006 by and among the parties and the Company. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes --------------------------------- all prior agreements between the parties with respect to its subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement or executed contemporaneously) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between among the parties with respect to its subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the Company and the Investor.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this (a) This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by all parties.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between the parties Parties with respect to its subject matter and constitutes (along with the Merger DocumentsDisclosure Schedules) a complete and exclusive statement of the terms of the agreement between among the parties with respect to its subject matter. This Agreement cannot be amended except by a written agreement executed by the Party charged with the amendment.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between agreements, whether written or oral, among the parties Parties with respect to its subject matter and constitutes (along with the Merger Documentsother documents and Exhibits delivered pursuant to this Agreement) a complete and and‌ exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by LSU, DOA, DHH, BRF and BRFHH.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between agreements, whether written or oral, among the parties Parties with respect to its subject matter and constitutes (along with the Merger Documentsother Collaborative Agreements) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the Parties.

Entire Agreement and Modification. Except for This Agreement and the Confidentiality Agreement, this Agreement supersedes Related Agreements (a) supersede all prior agreements between the parties with respect to its their subject matter and constitutes (along with the Merger Documentsb) constitute a complete and exclusive statement of the terms of the agreement between the parties with respect to its their subject matter. This Agreement may not be amended except by a written agreement executed by the Members.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior oral or written agreements between the parties with respect to its subject matter and constitutes (along with the Merger Documents) matter. This Agreement may not be amended except by a complete and exclusive statement of the terms of the written agreement between the executed by all parties with respect to its subject matterhereto.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements agreements, whether written or oral, between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between the parties related to the subject matter of this Agreement) and constitutes (along with the Merger Documentsagreements described in Article X) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment and Transferor.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with performance under the amendment.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Conversion Agreement supersedes all prior agreements between the parties Parties with respect to its subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. This Conversion Agreement may not be amended except by a written agreement executed by the Party against whom the enforcement of such amendment is sought.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter Agreement) and constitutes (along with the Merger DocumentsMembers' Agreement and Operating Agreement and other documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. In the event of an inconsistency between the terms of this Agreement and the terms of the Members Agreement and the Operating Agreement, the terms of the Members Agreement and the Operating Agreement shall prevail. This Agreement may not be amended except by a written agreement executed by all the parties hereto.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between among the parties with respect to its subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter.. This Agreement may not be amended except by a written agreement executed by Purchaser, Seller and Escrow Agent. EXECUTION COPY

Entire Agreement and Modification. Except for the Confidentiality Agreement, this 18.1 This Agreement supersedes all any prior agreements between the parties with respect to its subject matter and constitutes (along with the Merger Documents) a complete and exclusive statement of the terms of the agreement Agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement signed by all parties.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all --------------------------------- prior agreements between the parties Parties with respect to its subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. As used herein, the "Agreement" shall be defined to include all Exhibits, Schedules and Disclosure Schedules attached hereto. This Agreement may not be amended except by a written agreement executed by the Party to be charged with the amendment.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements agreements, whether written or oral, between the parties with respect to its subject matter (including any letter of intent) and constitutes (along with the Merger DocumentsDisclosure Schedules, Exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between among the parties with respect to its subject matter and constitutes (along with the Merger Documents) a complete and exclusive statement of the terms of the agreement between among the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this Agreement supersedes all prior agreements between among the parties with respect to its subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between among the parties with respect to its subject matter.subject

Entire Agreement and Modification. Except for This Agreement amends and restates the Confidentiality Agreement, this Initial Agreement in its entirety and supersedes all prior agreements between the parties with respect to its this Agreement’s subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party against whom the enforcement of such amendment is sought.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between the parties with respect to its subject matter matter, and constitutes (along with the Merger Documents) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may be amended or modified at any time by an instrument in writing signed by the parties hereto.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements agreements, whether written or oral, between the parties with respect to its subject matter and constitutes (along with the Merger Documents) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between among the parties with respect to its subject matter and constitutes (along with the Merger Documents) a complete and exclusive statement of the terms of the agreement between Agreement among the parties with respect to its subject matter. This Agreement may not be amended except by a written Agreement executed by the party to be charged with such amendment.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior and contemporaneous agreements between the parties Parties with respect to its subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written instrument signed by the parties hereto.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between among the parties with respect to its subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the Company, the Holder and Escrow Agent.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between the parties with respect to its the subject matter hereof and thereof and constitutes (along with the Merger Documents) a complete and exclusive statement of the terms of the agreement between the parties with respect to its the subject mattermatter hereof and thereof. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior written or oral agreements between the parties with respect to its subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement or delivered pursuant to this Agreement, including, without limitation, the Restrictive Covenant Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement duly executed by each of the parties hereto and in accordance with CGCL, as applicable.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between the parties with respect to its subject matter matter, which shall, except as expressly contemplated by this Agreement, remain in full force and effect) and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements and understandings between the parties Parties with respect to its subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. This Agreement may be amended, modified or supplemented in whole or in part at any time only by an agreement in writing between Athenex and Supplier.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between among the parties with respect to its subject matter and constitutes (along with the Merger Documents) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by FNB, UB, and the Escrow Agent.

Entire Agreement and Modification. Except for This Agreement and the Confidentiality Agreement, this Merger Agreement supersedes supersede all prior agreements between among the parties with respect to its the subject matter hereof and constitutes (along with the Merger Documents) constitute a complete and exclusive statement of the terms of the agreement between the parties with respect to its such subject matter. This Agreement may not be amended except by a written agreement executed by the Members’ Representative, each of the Emdeon Entities and Escrow Agent.

Entire Agreement and Modification. Except for This Agreement together with the Confidentiality Agreement, this Agreement other --------------------------------- Transactional Agreements constitute and contain the entire agreement of the parties and supersedes any and all prior negotiations, correspondence, understandings and agreements between the parties with respect to its respecting the subject matter and constitutes (along with the Merger Documents) a complete and exclusive statement hereof, including but not limited to any Letter of the terms of the agreement Intent between the parties with respect to parties, which shall be superseded and replaced in its subject matterentirety by this Agreement. This Agreement may only be amended by written instrument signed by the parties.

Entire Agreement and Modification. Except for the Confidentiality This Agreement, this Agreement including all exhibit hereto, supersedes all prior agreements between the parties with respect to its subject matter matter, and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements agreements, whether written or oral, between the parties with respect to its subject matter and constitutes (along with the Merger DocumentsExhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between among the parties Parties with respect to its subject matter and constitutes (along with the Merger Documents) a complete and exclusive statement of the terms of the agreement between among the parties Parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by all Parties.

Entire Agreement and Modification. Except for This Agreement and the Confidentiality Agreement, this Agreement supersedes Related Agreements supersede all prior agreements between the parties with respect to its their subject matter and constitutes (along with the Merger Documents) constitute a complete and exclusive statement of the terms of the agreement between the parties with respect to its the subject mattermatter contained herein and therein. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between among the parties Parties with respect to its subject matter and constitutes (along with the Merger Documentsdocuments delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between among the parties Parties with respect to its subject matter. This Agreement may not be amended, supplemented or otherwise modified except in a written document executed by the party against whose interest the modification will operate.

Entire Agreement and Modification. Except for as otherwise provided by the Confidentiality Agreementlast sentence of Section 5.1, this Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the Merger DocumentsRelated Agreements) a complete and exclusive statement of the terms of the agreement between the parties with respect to its and their subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. Except for the Confidentiality This Agreement, this Agreement including its exhibits, reflects the entire agreement of the parties regarding its subject matter, and supersedes all prior agreements and contemporaneous agreements, understandings and communications as between the parties parties, whether written or oral with respect to its that subject matter and constitutes (along with the Merger Documents) a complete and exclusive statement matter. This Agreement will not be amended, altered or waived except by written agreement signed by all of the terms of the agreement between the parties with respect to its subject matterparties.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between the parties Parties with respect to its subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by all Parties.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter.. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between Buyer and Sellers dated July 21, 2003) and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. Except for the Confidentiality This Agreement, this Agreement together with the other Transaction Documents, supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by each party hereto.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements agreements, whether written or oral, between the parties with respect to its subject matter and constitutes (along with the Merger Documents) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the parties.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement ------------------------------------ supersedes all prior negotiations, understandings, representations and agreements between the parties with respect to its subject matter matter, and constitutes (along with the Merger Documents) a complete and exclusive statement of the terms of the agreement between the parties parties. This Agreement may not be amended except by a written agreement executed by the party to be charged with respect to its subject matterthe amendment.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this Section 10. This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party against whom the enforcement of such amendment is sought.

Entire Agreement and Modification. Except for the Confidentiality This Agreement, this Agreement together with the Annexes, Exhibits, Schedules and the Nondisclosure Agreement, supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the Merger Documents) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the parties.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may be amended or modified in whole or in part at any time prior to the Closing Date by an agreement in writing between Buyer and Quiksilver.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between the parties Parties with respect to its subject matter and constitutes (along with the Merger Documents) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its the subject mattermatter contained herein. This Agreement may not be amended except by a written agreement executed by the Parties.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements agreements, understandings, representations and warranties between the parties with respect relating to its subject matter matter, including the statements in the Confidential Information Memorandum dated October 1998, and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement (including all Exhibits and Schedules hereto) supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements agreements, whether written or oral, between the parties with respect to its subject matter (including any letter of intent) except the Bilateral Non- Disclosure Agreement entered into between the parties and constitutes (along with the Merger DocumentsDisclosure Schedules, Exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by SurModics, InnoRx and the Stockholders’ Representative.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between agreements, whether written or oral, among the parties Parties with respect to its subject matter and constitutes (along with the Merger Documentsother documents and Exhibits delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by LSU, DOA, the State, LCMC and UMCMC.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the Merger Documentsagreements and documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the parties hereto.

Entire Agreement and Modification. Except for This Agreement and the Confidentiality Agreement, this Agreement supersedes other Transaction Documents supersede all prior agreements between or among the parties Parties with respect to its the subject matter hereof and constitutes (along with thereof and constitute the Merger Documents) a complete and exclusive statement of entire agreement among the terms of the agreement between the parties Parties with respect to its the subject mattermatter hereof and thereof. This Agreement may not be amended, modified or supplemented except by a written agreement executed by the Party to be charged with the amendment, supplement or modification.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the Merger Documents) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by each of the parties.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between the parties Parties with respect to its subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the Party against whom the enforcement of such amendment is sought, provided that Section 8.3 may only be amended after the Closing as set forth in Section 8.3.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between the parties with respect to its subject matter matter, including but not limited to the letter of intent between the parties dated July 1, 1999, as amended, and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement Agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written Agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement (i) supersedes all prior agreements between the parties with respect to its their subject matter and (ii) constitutes (along with the Merger Documents) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the parties hereto.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between the parties with respect to its subject matter matter, and this Agreement and the Escrow Agreement entered into in connection with this Agreement constitutes (along with the Merger Documents) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements agreements, whether written or oral, between the parties Parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between the Parties and any of their Related Parties) and constitutes (along with the Merger Documentsschedules, exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the Parties hereto.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements agreements, whether written or oral, between the parties Parties with respect to its subject matter the Transition Services and constitutes (along with the Merger Documents) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matterthe Transition Services. This Agreement may not be amended except by an instrument in writing signed by the Parties.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements (written or oral) between the parties hereto with respect to its subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement, as to parties other than the Escrow Agent) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by each party hereto.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement --------------------------------- supersedes all prior agreements between the parties Parties with respect to its subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the Party to be charged with the amendment.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This --------------------------------- Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between the parties or their affiliates with respect to its subject matter and constitutes (along with the Merger Documentsdocuments referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements between the parties with respect to its subject matter matter, and constitutes (along with the Merger Documents) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the parties hereto.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements agreements, whether written or oral, between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between any of the parties hereto) and constitutes (along with the Merger DocumentsSchedules and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. Except for the Confidentiality Agreement, this This Agreement supersedes all prior agreements agreements, whether written or oral, between the parties with respect to its subject matter and constitutes (along with the Merger DocumentsDisclosure Schedules, Exhibits, the Ancillary Agreements and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.