Amendment of License Agreement. This Agreement may be amended at any time by the parties to add or delete Licensed Marks or to modify the scope of Licensed Services. Such amendment(s) may be accomplished by a simple letter agreement outlining the amendment(s) and signed by both parties.
Amendment of License Agreement. In accordance with Section 12.1 of the License Agreement, the Parties hereby agree to amend the License Agreement, effective as of the Amendment Effective Date, in accordance with the remainder of this Section 1. Capitalized terms not defined in this Amendment shall have the meaning given to those terms in the License Agreement. With the exception of those sections of the License Agreement that are expressly amended by this Amendment, the remainder of the Master Agreement shall remain in full force and effect as provided therein.
Amendment of License Agreement. Subject to the terms and conditions set forth herein, LICENSOR and LICENSEE agree to amend the License Agreement in the following manner:
Amendment of License Agreement. The License Agreement is hereby amended as follows:
Amendment of License Agreement. 2.1.1 Subject to the terms and conditions of this Agreement, the Parties hereby agree:
Amendment of License Agreement. 1.1 On the Effective Date of this Agreement, Licensee hereunder shall be deemed the Licensee under the License Agreement and the License Agreement shall be amended by the addition of the following provisions under Section VI (Licensee's Representations, Duties and Obligations):
Amendment of License Agreement. None of the terms, conditions or provisions of this License Agreement shall be held to have been changed, waived, varied, modified or altered by any act or knowledge of either party, their respective agents, servants or employees unless done so in writing signed by both parties.
Amendment of License Agreement. The Seller shall not, without the Buyer’s prior written consent, execute or agree to execute any alteration, amendment, change or addition (a “Modification”) of or to any provision of the License Agreement that would reasonably be expected to result in a Material Adverse Effect. Subject to the foregoing, promptly, and in any event within five (5) Business Days, following receipt by the Seller of a fully executed Modification to the License Agreement related to the Licensed Patents, Licensee Patents, Compounds or Royalty, the Seller shall furnish a copy of such Modification to the Buyer.
Amendment of License Agreement. 24 Section 6.8 Assignment of License Agreement and Licensed Patents 24 Section 6.9 Maintenance of License Agreement 25 Section 6.10 Enforcement of License Agreement 25 Section 6.11 Termination of License Agreement 26 Section 6.12 New Arrangements. 26 Section 6.13 No Impairment of the Purchased Royalty 27 Section 6.14 Enforcement; Defense; Prosecution and Maintenance 27 Section 6.15 Further Assurances 29 Section 6.16 Tax Matters 29 Section 6.17 Seller Monetization Transaction 30 Article 7 CONFIDENTIALITY 30 Section 7.1 Confidentiality 30 Section 7.2 Authorized Disclosure 31 Section 7.3 Termination of Confidentiality Agreement 32 Article 8 INDEMNIFICATION 32 Section 8.1 General Indemnity 32 Section 8.2 Notice of Claims 33 Section 8.3 Limitations on Liability 33 Section 8.4 Third Party Claims 33 Section 8.5 Exclusive Remedy 34 Section 8.6 Tax Treatment of Indemnification Payments 34 Article 9 TERMINATION 34 Section 9.1 Grounds for Termination 34 Section 9.2 Automatic Termination 34 Table of Contents (continued) Page Section 9.3 Survival 35 Article 10 MISCELLANEOUS 35 Section 10.1 Notices 35 Section 10.2 Expenses 36 Section 10.3 Assignment 36 Section 10.4 Amendment and Waiver 36 Section 10.5 Entire Agreement 37 Section 10.6 No Third Party Beneficiaries 37 Section 10.7 Governing Law 37 Section 10.8 JURISDICTION; VENUE 37 Section 10.9 Severability 38 Section 10.10 Specific Performance 38 Section 10.11 Counterparts 38 Section 10.12 Relationships of the Parties 39 Section 10.13 Seller Parent Guarantee 39 Index of Exhibits Exhibit A: Seller’s Wire Transfer Instructions Exhibit B: Form of Bill of Sale Exhibit C: Form of Licensee Instruction Letter Exhibit D-1: Form of Bilateral Common Interest and Joint Privilege Agreement Exhibit D-2: Form of Trilateral Common Interest and Joint Privilege Agreement Exhibit E: Form of Escrow Agreement Exhibit F: License Agreement Exhibit G: Form of Assumption Agreement Exhibit H: Additional Covenants ROYALTY PURCHASE AGREEMENT This ROYALTY PURCHASE AGREEMENT, dated as of March 22, 2023 (this “Agreement”), is made and entered into by and between PureTech Health LLC, a Delaware limited liability company (the “Seller”), and solely for purposes of Article 4 and Section 10.13, PureTech Health PLC, a company incorporated under the laws of England and Wales (the “Seller Parent”), on the one hand; and Royalty Pharma Investments 2019 ICAV, an Irish collective asset-management vehicle (the “Buyer”), on the other hand. Unless otherwise defined...
Amendment of License Agreement. (a) The Seller shall not, without the Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed), (i) amend, modify, supplement or restate (or consent to any amendment, modification, supplement or restatement of) any provision of the License Agreement, or (ii) enter into any Contract having the effect of the foregoing.
