The sentence. Pursuant to Federal Rule of Criminal Procedure 11(c)(1)(C), the parties agree that the appropriate disposition of the case is as follows:
The sentence. Pursuant to Section 5(a) of this Agreement, Shapeware grants Distributor the right to manufacture the first version of the initial Product." shall be deleted from Section 2(a) of the Distribution Agreement.
The sentence. “Notwithstanding any representations and warranties in this Agreement to the contrary, the Parties acknowledge that in the event of a conflict between this Agreement and the Outline of Terms and Definitive Agreement, the Outline of Terms and Definitive Agreement shall prevail and that the Parties are aware of Ciba’s position (and expressly disagree with and have advised Ciba of such disagreement) that it is the exclusive licensee of Tanox Patents for Anti-IgE Antibodies.” under Section 3.1 of the Agreement is hereby deleted and replaced with: “Notwithstanding any representations and warranties in this Agreement to the contrary, the Parties acknowledge that in the event of a conflict between this Agreement and the Outline of Terms and Definitive Agreement, the Definitive Agreement shall prevail. As of the Amendment Effective Date, the Parties have provided to Novartis a copy of the Agreement and a copy of Amendment No. 1 to the Settlement and Cross-License Agreement between Tanox and Genentech dated the Amendment Effective Date.”
The sentence. “The Outline of Terms and Definitive Agreement, together with that certain Development and Licensing agreement dated May 11, 1990, between Tanox and Ciba (the “D & L Agreement”), shall among them govern the development and commercialization of one or more Anti-IgE Antibodies which have been identified and synthesized by Tanox, Ciba, or Genentech before July 1, 1996.” under Section 3.1 is hereby deleted and replaced with: “Prior to the Amendment Effective Date, the Outline of Terms and Definitive Agreement, together with that certain Joint Commercialization Agreement dated April 19, 2000, between Genentech and Novartis and that certain Development and Licensing agreement dated May 11, 1990, between Tanox and Ciba (the “D & L Agreement”), shall among them govern the development and commercialization of one or more Anti-IgE Antibodies which have been identified and synthesized by Tanox, Ciba, or Genentech before July 1, 1996. On and after the Amendment Effective Date, the Definitive Agreement, together with the JCA (as that term is defined in the Definitive Agreement) and the Ancillary D&L Agreement (as that term is defined in the Definitive Agreement) shall among them govern the development and commercialization of one or more Anti-IgE Antibodies which have been identified and synthesized by Tanox, Novartis, or Genentech before July 1, 1996.”
