Integration and Conflict Sample Clauses

Integration and Conflict. This Agreement, together with the Ancillary Agreements (together with all exhibits and schedules thereto), constitutes the entire agreement of the Parties hereto regarding the subject matter hereof and, except as otherwise specified herein, supersedes all prior agreements of the Parties with respect to such subject matter. In the event of any conflict between the provisions of this Agreement and any of the Ancillary Agreements or Related Agreements, the provisions of this Agreement shall control as between the Parties with respect to the subject matter hereof, including with respect to subject matter as to which any other such agreement is silent; provided, however, that: (i) as between Novartis and Genentech only, to the extent that this Agreement is silent as to a matter expressly dealt with in the JCA, the terms of the JCA shall prevail; and (ii) as between Novartis and Tanox only, to the extent that this Agreement is silent as to a matter expressly dealt with in the Ancillary D&L Agreement, the terms of the Ancillary D&L Agreement shall prevail.
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Integration and Conflict. 19.1 (a) It is the mutual desire and intent of the parties to provide certainty as to their future rights and remedies against each other by defining the extent of their mutual undertakings provided herein. This Agreement and the related Supply Agreement, Escrow Agreement, the Voting Agreement and Purchase Agreement:
Integration and Conflict. If there is an Agreement in place, then the Agreement shall govern the sale of Products and Services by Seller to Buyer; otherwise, these Terms and Conditions and any applicable Order, including all exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and the Products and/or Services, supersedes and replaces all prior or contemporaneous agreements whether written or verbal with respect thereto, and may only be amended or modified by a writing signed by the duly authorized representatives of both parties. All consents and authorizations required in connection with the Order will only be effective if in writing. In the event of any conflicts between these Terms and Conditions and the Schedule 1 attached hereto, the terms of the Schedule 1 shall prevail. In the event of any conflicts between these Terms and Conditions and an Order, the terms of the Order shall prevail, other than as set forth in Section 2 hereof.
Integration and Conflict. The Agreement and any applicable Order, including all exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and the Products and/or Services set forth on Exhibit B, supersedes and replaces all prior or contemporaneous agreements whether written or verbal with respect thereto, and may only be amended or modified by a writing signed by the duly authorized representatives of both parties. All consents and authorizations required in connection with the Order will only be effective if in writing. In the event of any conflicts between this Agreement and the Exhibits and Schedule attached hereto, the terms of the Exhibits and Schedule shall prevail. In the event of any conflicts between this Agreement and an Order, the terms of this Agreement shall prevail, other than as set forth in Section 2 hereof.
Integration and Conflict. This Agreement, including Schedule A hereto, together with the TCA (together with all exhibits and schedules thereto), constitutes the entire agreement of the Parties hereto regarding the subject matter hereof and, except as otherwise specified herein, supersedes all prior agreements of the Parties with respect to such subject matter. In the event of any conflict between the provisions of this Agreement and the TCA, the provisions of the TCA shall control as between the Parties; provided, however, that as between the Parties to the extent that the Tripartite Cooperation Agreement is silent as to a matter expressly dealt with in this Agreement, the terms of this Agreement shall prevail.

Related to Integration and Conflict

  • Formation and Purpose Promptly following the Effective Date, the Parties shall confer and then create the Committees listed in the chart below, each of which shall have the purpose indicated in the chart. To the extent that after conferring both Parties agree that a given Committee need not be created until a later date, the Parties may agree to defer the creation of the Committee until one Party informs the other Party of its then desire to create the so-deferred Committee, at which point the Parties will thereafter promptly create the so-deferred Committee and schedule a meeting of such Committee within one (1) month. Committee Purpose Joint Steering Committee (“JSC”) Establish projects for the Anti-Infectives Program and establish the priorities, as well as approve budgets for such projects. Approve all subcommittee projects and plans. The JSC shall establish budgets not less than on a quarterly basis. Chemistry, Manufacturing and Controls Committee (“CMCC”) Establish project plans and review and approve activities and budgets for chemistry, manufacturing, and controls under the Anti-Infectives Program. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. Committee Purpose Clinical/Regulatory Committee (“CRC”) Review and approve all research and development plans, clinical projects and publications, and regulatory filings and correspondence under the Anti-Infectives Program; review and approve itemized budgets with respect to the foregoing. Commercialization Committee (“CC”) Establish project plans and review and approve activities and budgets for commercialization activities under the Anti-Infectives Program. Intellectual Property Committee (“IPC”) Evaluate intellectual property issues in connection with the Anti-Infectives Program; review and approve itemized budgets with respect to the foregoing.

  • Access to Information and Services ..28 Section 7.01. Provision of Corporate Records......................................................28 Section 7.02. Access to Information...............................................................28 Section 7.03.

  • Entire Agreement; Conflict This Loan Agreement and the other Loan Instruments executed prior or pursuant hereto constitute the entire agreement among the parties hereto with respect to the transactions contemplated hereby or thereby and supersede any prior agreements, whether written or oral, relating to the subject matter hereof. In the event of a conflict between the terms and conditions set forth herein and the terms and conditions set forth in any other Loan Instrument, the terms and conditions set forth herein shall govern.

  • Inconsistencies with Other Documents; Independent Effect of Covenants (a) In the event there is a conflict or inconsistency between this Agreement and any other Loan Document, the terms of this Agreement shall control; provided, that any provision of the Security Documents which imposes additional burdens on the Borrower or its Subsidiaries or further restricts the rights of the Borrower or its Subsidiaries or gives the Administrative Agent or Lenders additional rights shall not be deemed to be in conflict or inconsistent with this Agreement and shall be given full force and effect.

  • Complete Agreement; Conflicts This Agreement, the Notes (if issued), any Requests for Revolving Credit Advance, Requests for Swing Line Advance and Term Loan Rate Requests, and the Loan Documents contain the entire agreement of the parties hereto, superseding all prior agreements, discussions and understandings relating to the subject matter hereof, and none of the parties shall be bound by anything not expressed in writing. In the event of any conflict between the terms of this Agreement and the other Loan Documents, this Agreement shall govern.

  • Binding Effect; Duration and Scope of Agreement This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Corporation), spouses, heirs and personal and legal representatives. This Agreement shall continue in effect during the Indemnification Period, regardless of whether Indemnitee continues to serve as an Agent.

  • Duration and Scope of Covenants If any court or other decision-maker of competent jurisdiction determines that any of the Executive’s covenants contained in this Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, is unenforceable because of the duration or geographical scope of such provision, then, after such determination has become final and unappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.

  • Integration and Severability This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings (whether written or oral) between the Parties. The provisions of this Agreement are severable, and in the event any provisions of this Agreement shall be determined to be invalid or unenforceable under any controlling body of law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.

  • Information and Cooperation Each Party that has responsibility for filing and prosecuting any Patent Rights under this Section 7.4 (a “Filing Party”) shall (a) regularly provide the other Party (the “Non-Filing Party”) with copies of all patent applications filed hereunder and other material submissions and correspondence with the patent offices, in sufficient time to allow for review and comment by the Non-Filing Party; and (b) provide the Non-Filing Party and its patent counsel with an opportunity to consult with the Filing Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response. The advice and suggestions of the Non-Filing Party and its patent counsel shall be taken into consideration in good faith by such Filing Party and its patent counsel in connection with such filing. Each Filing Party shall pursue in good faith all reasonable claims and take such other reasonable actions, as may be requested by the Non-Filing Party in the prosecution of any Patent Rights covering any Program Technology under this Section 7.4; provided, however, if the Filing Party incurs any additional expense as a result of any such request, the Non-Filing Party shall be responsible for the cost and expenses of pursuing any such additional claim or taking such other actions. In addition, Company agrees that if Licensor claims any action taken under Section 7.4(d)(i) would be detrimental to Patent Rights covering Licensor Technology, Licensor shall provide written notice to Company and the Patent Coordinators shall, as promptly as possible thereafter, meet to discuss and resolve such matter and, if they are unable to resolve such matter, the Parties shall refer such matter to a mutually agreeable outside patent counsel for resolution.

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