THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION Sample Clauses

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED
THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Page 10 Confidential
THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED acknowledge and agree, however, that, on and after January 1, 1999, either party may, as otherwise permitted by this Agreement and Release, make accurate, non-misleading factual statements regarding the other party's products or services that may have a disparaging effect.
THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED conditions, express or implied, whether by statute or otherwise, other than as set forth herein, have been made by any party hereto regarding the subject matter hereof.
THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED end of the Transition Period) shall be as set forth in Section 1.2 hereof; (d) Matria's, or a Matria Affiliated Entity's, breach of any agreement with, or unfulfilled commitment to, a third party, which agreement or commitment is related to the fFN ELISA Tests or fFN Rapid Assay Tests; provided, however, that Matria shall not be responsible to the extent that such breach or unfulfillment resulted from an activity or circumstance for which Adeza would be obligated to indemnify Matria pursuant to Section 13.1 above; or (e) a Violation resulting from or arising out of Matria's or any Matria Affiliated Entity's (i) use (internally by Matria or a Matria Affiliated Entity for testing or demonstrational purposes), sale, distribution or marketing of, or laboratory analysis, reimbursement or clinical trials with respect to, any Adeza products or services or (ii) performance under the Exclusive Marketing Agreement; provided, however, that Matria shall have no responsibility under this Section 13.2 for any Violation resulting from (A) actions taken at the specific request of Adeza or (B) Adeza's failure to package materials delivered by Adeza to Matria in accordance with FDA regulations.
THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED local or foreign government agency (including, without limitation, the FDA, the Centers for Disease Control and Prevention, and the Health Care Finance Administration) or professional organization (including, without limitation, the American Medical Association and the College of American Pathologists) against Adeza or any of the Adeza Affiliated Entities resulting from or arising out of (i) the use, sale, marketing, distribution, development, or manufacture of, or reimbursement, regulatory matters or conduct of clinical trials with respect to, Adeza's products or services or (ii) Adeza's or an Adeza Affiliated Entity's performance under the Exclusive Marketing Agreement; and
THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED prevailing party be reimbursed by the non-prevailing party for all reasonable expenses and costs incurred by the prevailing party in protecting or enforcing its rights hereunder, including, without limitation, its reasonable attorneys' fees. The parties shall direct the arbitrator to have the time and expense of the arbitration minimized to the maximum extent practicable under the circumstances.
THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED subsequently modified by written notice, and (a) if to Adeza, to the attention of the Chief Executive Officer, with a copy to Venture Law Group, 2775 Sand Hill Road, Menlo Park, CA 94025, Attn: Joshua L. Green, or (b) if to Matria, to the attention of the President, with a copy to the General Counsel. THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED THIS AGREEMENT AND RELEASE has been duly executed and authorized by the parties hereto as of the date set forth below. Dated: March 3, 1998 ADEZA BIOMEDICAL COPORATION By: /s/ Emory V. Anderson ------------------------------------------ Name: Emory V. Anderson ---------------------------------------- Title: President --------------------------------------- Address: 1240 Elko Drive Sunnyvale, CA 94089 fax: (408) 745-7074 Dated: March ___, 1998 MATRIA HEALTHCARE, INC. By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- Address: 1850 Parkway Place, 12th Floor Marietta, GA 30067 fax: (770) 423-7769 SIGNATURE PAGE TO AGREEMENT AND RELEASE THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED THIS AGREEMENT AND RELEASE has been duly executed and authorized by the parties hereto as of the date set forth below. Dated: March 3, 1998 ADEZA BIOMEDICAL COPORATION By: /s/ Emory V. Anderson ------------------------------------------ Name: Emory V. Anderson ---------------------------------------- Title: President Address: 1240 Elko Drive Sunnyvale, CA 94089 fax: (408) 745-7074 Dated: March ___, 1998 MATRIA HEALTHCARE, INC. By: /s/ Donald R. Millard ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- Address: 1850 Parkway Place, 12th Floor Marietta, GA 30067 fax: (770) 423-7769 SIGNATURE PAGE TO AGREEMENT AND RELEASE
THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED their payment of royalties to Matria under this Agreement and Release. Adeza (or such Successor) shall pay to Matria the amount of any underpayment so discovered and Matria shall refund the amount of any overpayment so discovered. Matria shall pay the expenses of the audit, unless the audit reveals an underpayment of royalties in excess of ten percent (10%) during the audited period, in which case Adeza (or such Successor) shall pay Matria the reasonable fees and expenses of such audit, and shall pay the amount of any underpayment so revealed.