Amendment Contract Clauses (12,532)

Amendment. Except as otherwise expressly set forth in this Warrant, any term of this Warrant may be amended or waived (either retroactively or prospectively) only with the written consent of the Company and the Holder.

Amendment. This Note may not be amended, modified, or changed, except only by an instrument in writing signed by both of the parties.

Amendment. a. Section 8.6.1 is hereby deleted in its entirety and replaced with the following: Development Supply Agreement. Unless otherwise agreed by the Parties, no later than (a) June 30, 2021, with regards to the Lead Product, and (b) no later than nine months following the effective date of exercise of the Option with regards to every other Licensed Product to which this Article 8 (Manufacturing and Supply) applies in accordance with Section 8.1, (or such other time as agreed by each Party), the Part...ies will negotiate in good faith and enter into a supply agreement on reasonable and customary terms for the supply of such Licensed Product by Sarepta to Roche in the Roche Territory at the Supply Price (the "Development Supply Agreement"), and a related quality agreement, which agreements will govern the terms and conditions of the Manufacturing of such Licensed Product for Development Purposes. The Parties may choose to combine into a single agreement the Development Supply Agreement and the Commercial Supply Agreement for a Licensed Product. b. Section 8.6.2 is hereby deleted in its entirety and replaced with the following: Commercial Supply Agreement. Unless otherwise agreed by the Parties, no later than (a) June 30, 2021, with regards to the Lead Product, and (b) no later than 12 months following the effective date of the Option Exercise with regards to every other Licensed Product to which this Article 8 (Manufacturing and Supply) applies in accordance with Section 8.1, (or such other time as agreed by each Party), the Parties will negotiate in good faith and enter into a commercial supply agreement on reasonable and customary terms for the commercial-grade supply of such Licensed Product by Sarepta to Roche in the Roche Territory at the Supply Price (the "Commercial Supply Agreement" and together with 1 the Development Supply Agreement, the "Supply Agreements"), and a related quality agreement, which agreements will govern the terms and conditions of the Manufacturing and supply of such Licensed Product for Commercialization purposes. As noted above, the Parties may choose to combine into a single agreement the Development Supply Agreement and the Commercial Supply Agreement for a Licensed Product. View More

Amendment. Section 2 of the Agreement is hereby amended with the following: Subject to the terms hereof the term of this agreement, Executive's employment under this Agreement shall commence on January 1, 2018 (the "Effective Date") and shall continue until May 31, 2022 (the "Term") unless earlier terminated pursuant to the provisions hereof.

Amendment. The Committee reserves the right at any time to amend the terms and conditions set forth in this Agreement, except that the Committee shall not make any amendment or revision in a manner unfavorable to you (other than if immaterial), without your consent. No consent shall be required for amendments made pursuant to Section 12 of the Plan, except that, for purposes of Section 19 of the Plan, Section 4 and Annex 1 of this Agreement are deemed to be "terms of an Award Agreement expressly refer[ring...] to an Adjustment Event." Any amendment of this Agreement shall be in writing and signed by an authorized member of the Committee or a person or persons designated by the Committee. View More

Amendment. Pursuant to Section 9.09 of the Original Agreement, the date "March 31, 2018" in Section 7.03(f) of the Original Agreement is hereby amended to read "April 9, 2018".

Amendment. The Board has the right to amend, alter, suspend, discontinue or cancel the Restricted Stock Units, prospectively or retroactively; provided that, any amendments that are deemed by the Board to be materially adverse to the Grantee and are not required as a matter of law may be made only with the Grantee's consent.

Amendment. The word and number "five (5)" in both Section 1(b) of the Option Agreement and in paragraph 2 of the Certificate of Option for Option #21 are hereby amended to read "eight (8)". This Amendment changes the Expiration Date of Option #21 to June 29, 2023.

Amendment. This Agreement may be amended by a written agreement executed by the Company and the Participant; provided, however, that the Committee may modify the terms of this Agreement without the consent of the Participant in any manner that is not materially adverse to the Participant.

Amendment. Section 1.1 of the Securities Purchase Agreement is hereby amended and restated so that Equity Conditions is deleted in its entirety and replaced with the following: "Equity Conditions" means, during the period in question, (a) the Company shall have duly honored all conversions and redemptions scheduled to occur or occurring by virtue of one or more Notices of Conversion of the Holder, if any, (b) the Company shall have paid all liquidated damages and other amounts owing to the Holder in respec...t of this Note, (c) (i) there is an effective Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the shares of Common Stock issuable pursuant to the Transaction Documents (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future) or (ii) all of the Conversion Shares issuable pursuant to the Transaction Documents (and shares issuable in lieu of cash payments of interest) may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions as determined by the counsel to the Company as set forth in a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the Holder, (d) the Common Stock is trading on a Trading Market and all of the shares issuable pursuant to the Transaction Documents are listed or quoted for trading on such Trading Market (and the Company believes, in good faith, that trading of the Common Stock on a Trading Market will continue uninterrupted for the foreseeable future), (e) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all of the shares then issuable pursuant to the Transaction Documents, (f) the issuance of the shares in question to the Holder would not violate the limitations set forth in Section 4(d) in the Note, (g) there has been no public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated, (h) the applicable Holder is not in possession of any information provided by the Company that constitutes, or may constitute, material non-public information, (i) the Company has timely filed (or obtained extensions in respect thereof and filed within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act, (j) the Company shares of common stock must be DWAC Eligible and not subject to a "DTC chill" and (k) the Conversion Shares must be delivered via an "Automatic Conversion" of principal and/or interest. (b) Purchase. Section 2.1 of the Securities Purchase Agreement is hereby amended and restated as follows: The Purchaser will purchase an aggregate of up to $450,000 in Subscription Amount of Notes, corresponding to an aggregate of $472,500 in Principal Amount of Notes. The purchase will occur in three (3) tranches (each a "Tranche"), with the first Tranche of $150,000 ("First RDW Note") with a principal amount of $157,500 being closed on upon execution of this Agreement. The second Tranche will be for $100,000 ("Second RDW Note") with a principal amount of $105,000 and will occur within five (5) Business Days after the filing date of the Registration Statement. The third Tranche will be for $200,000 ("Third RDW Note") with a principal amount of $210,000 and will occur three (3) days after the date that the Company's registration statement on Form S-1 originally filed on February 22, 2016, is declared effective by the SEC. View More