Prior to Material Modification Sample Clauses

Prior to Material Modification. Before the effective date on which a Material Modification is approved in accordance with the provisions of Section 3, WNV Development Costs included within the original WNV Development Program Budget approved as of the Addendum Effective Date shall be reimbursed under this Section 5.1.2. In addition, this Section 5.1.2 is in lieu of the distribution of Net Sales as described under the Agreement, including the provisions of Section 3.2.7(a) and (b). Attached hereto as Schedule 1.4A and as Schedule 1.4B are the WNV Development Costs for Gen-Probe and Chiron, respectively, approved by the Supervisory Board as of the Addendum Effective Date. The reimbursement of WNV Development Costs under this Section 5.1.2 shall be solely from Net Sales. Neither party shall be obligated to reimburse the other for WNV Development Costs reflected on Schedule 1.4A and Schedule 1.4B from sources other than Net Sales under this Section 5.1.2. Based on the relative WNV Development Costs expended by each party, as reflected on Schedule 1.4A and Schedule 1.4B, and based on an amortization of such costs over a [***] period, the parties have agreed that Net Sales (as defined in this Section 5.1.2) from the sale of the WNV Assay Product before the effective date on which a Material Modification is approved shall be shared [***] to Gen-Probe and [***] to Chiron. Within [***] of receipt of revenue from the sale of the WNV Assay Product, Chiron shall calculate Net Sales (as defined in this Section 5.1.2), provide Gen-Probe with written notice of such calculation and pay Gen-Probe [***] of Net Sales (as defined in this Section 5.1.2). Notwithstanding Section 1.46 of the Agreement, and solely for the purpose of calculating Net Sales under this Section 5.1.2, Net Sales means [***], without any deduction or offset of any kind, other than for [***] payments made to Gen-Probe previously for WNV Assay Product, if any, used to perform the testing.. (The parties agree that, as of the Addendum Effective Date, [***]).
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Prior to Material Modification. Before the effective date on which a Material Modification is approved in accordance with the provisions of Section 3, WNV Development Costs *CONFIDENTIAL TREATMENT REQUESTED

Related to Prior to Material Modification

  • Modifications to Material Contracts The Parent and the Borrower shall not, and shall not permit any Subsidiary to, enter into any amendment or modification to any Material Contract which could reasonably be expected to have a Material Adverse Effect.

  • Amendments to Material Agreements Such Obligor will not, and will not permit any of its Subsidiaries to, enter into any amendment to or modification of any Material Agreement or terminate any Material Agreement (unless replaced with another agreement that, viewed as a whole, is on better terms for Borrower or such Subsidiary) without in each case the prior written consent of the Lender (which consent shall not be unreasonably withheld or delayed).

  • Amendment to Material Documents The Borrower will not, and will not permit any Subsidiary to, amend, modify or waive any of its rights in a manner materially adverse to the Lenders under its certificate of incorporation, bylaws or other organizational documents.

  • No Material Changes Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

  • Completeness; Modification This Agreement constitutes the entire agreement between the parties hereto with respect to the transactions contemplated hereby and supersedes all prior discussions, understandings, agreements and negotiations between the parties hereto. This Agreement may be modified only by a written instrument duly executed by the parties hereto.

  • No Material Changes, Etc Since the Balance Sheet Date, there has occurred no material adverse change in the financial condition or assets or business of the Borrower as shown on or reflected in the balance sheet of the Borrower as of the Balance Sheet Date, or the statement of income for the fiscal year then ended, other than changes in the ordinary course of business that have not had any Material Adverse Effect either individually or in the aggregate.

  • Written Modifications This Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Stockholders that hold a majority of the Shares held by all Stockholders: provided, however, that any amendment, modification, extension, termination or waiver (an “Amendment”) shall also require the consent of any Stockholder who would be disproportionately and adversely affected thereby. Each such Amendment shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder.

  • Compliance; Modification The Asset Representations Reviewer will cooperate with and provide information to the Issuer regarding the Asset Representations Reviewer’s compliance with this Section 4.10. The Asset Representations Reviewer and the Issuer agree to modify this Section 4.10 as necessary from time to time for either party to comply with applicable law.

  • Amendment, Etc. of Material Contracts Cancel or terminate any Material Contract or consent to or accept any cancellation or termination thereof, amend or otherwise modify any Material Contract or give any consent, waiver or approval thereunder, waive any default under or breach of any Material Contract, agree in any manner to any other amendment, modification or change of any term or condition of any Material Contract or take any other action in connection with any Material Contract that would impair in any material respect the value of the interest or rights of any Loan Party thereunder or that would impair or otherwise adversely affect in any material respect the interest or rights, if any, of any Agent or any Lender Party, or permit any of its Subsidiaries to do any of the foregoing, in each case in a manner that could reasonably be expected to have a Material Adverse Effect, in each case taking into account the effect of any agreements that supplement or serve to substitute for, in whole or in part, such Material Contract.

  • No Material Change There has been no material adverse change in the business, operations, financial condition or assets of the Company since the date of the Company's most recent financial statements;

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