Integration Contract Clauses (8,065)

Integration. This Note and the Letter Agreement constitutes the entire contract between the Company and the Holder relating to the subject matter hereof and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.

Integration. This is an integrated Modification and supersedes all prior negotiations and agreements regarding the subject matter hereof. All amendments hereof must be in writing and signed by the parties.

Integration. The Nanomerics License Agreement, as amended by this Amendment, contains the entire agreement of the Parties with regard to this Amendment and the Nanomerics License Agreement, and supersedes and replaces any prior agreements as to that matter. Neither this Amendment nor the Nanomerics License Agreement may be changed or modified, in whole or in part, except by an instrument in writing signed by the Parties. [Remainder of Page Intentionally Left Blank] THIS AMENDMENT IS EXECUTED by the... authorised representatives of the Parties on the dates indicated below but effective as of the Amendment Effective Date. Signed for and on behalf of Signed for and on behalf of NANOMERICS LTD VIRPAX PHARMACEUTICALS, INC. /s/ Andreas G. Schatzlein /s/ Anthony P. Mack Name: Andreas G. Schatzlein Name: Anthony P. Mack Title: Chief Executive Officer Title: Chairman & Chief Executive Officer Date: 5 Jan 2021 Date: January 5, 2021 -2- EX-10.31 2 fs12021a3ex10-31_virpaxphar.htm AMENDMENT NO. 1 TO THE COLLABORATION AND LICENSE AGREEMENT BETWEEN NANOMERICS LTD. AND VIRPAX PHARMACEUTICALS, INC., DATED AS OF DECEMBER 31, 2020 Exhibit 10.31 AMENDMENT TO COLLABORATION AND LICENSE AGREEMENT BETWEEN NANOMERICS LTD. AND VIRPAX PHARMACEUTICALS, INC. This Amendment to the Collaboration and License Agreement (this "Amendment") is made effective as of December 31, 2020 (the "Amendment Effective Date") between Virpax Pharmaceuticals, Inc. ("Virpax") and Nanomerics Ltd. ("Nanomerics"). Virpax and Nanomerics are each sometimes referred to herein as a "Party" and, collectively, as the "Parties." WHEREAS, Virpax and Nanomerics are parties to that certain Collaboration and License Agreement, dated as August 7, 2020, (the "Nanomerics License Agreement"); WHEREAS, the Parties desire to modify certain terms of the Nanomerics License Agreement as set forth in this Amendment; WHEREAS, any capitalized term not separately defined in this Amendment shall have the meaning ascribed to it in the License Agreement, and NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1.Amendment. i.The defined term "Funding Expiry Date" in Section 1 of the Nanomerics License Agreement shall be deleted and replaced in its entirety with the following: "Funding Expiry Date" means the date (if any) specified as such in the Funding Plan and as defined in Section Error! Reference source not found, or if no such date is specified the 31st of March 2021. View More

Integration. This Agreement, together with the Employment Agreement, Inventions Agreement, Indemnity Agreement and the forms of equity award agreements that describe Executive's outstanding Equity Awards, represents the entire agreement and 3Limelight Confidential Information understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral.

Integration. This Agreement constitutes the entire agreement between the parties with respect to this Option and supersedes all prior agreements and discussions between the parties concerning such subject matter.8.Tax Withholding. To the extent applicable, the Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Committee for payment of any Federal, state, and local... taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause the required tax withholding obligation to be satisfied, in whole or in part, by (i) withholding from Ordinary Shares to be issued to the Grantee a number of Ordinary Shares with an aggregate Fair Market Value that would satisfy the withholding amount due; or (ii) causing its transfer agent to sell from the number of Ordinary Shares to be issued to the Grantee, the number of Ordinary Shares necessary to satisfy the Federal, state and local taxes required by law to be withheld from the Grantee on account of such transfer.9.Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the "Relevant Companies") may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the "Relevant Information"). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law. 4ACTIVE/105288671.3 10.Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.AVADEL PHARMACEUTICALS PLCBy: Title:The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company's instructions to the Grantee (including through an online acceptance process) is acceptable.Dated: Grantee's Signature Grantee's name and address: 5ACTIVE/105288671.3 10.5.2020 GOODWIN DraftRESTRICTED stock UNIT AWARD AGREEMENTFOR NON-EMPLOYEE DIRECTORSUNDER THE AVADEL PHARMACEUTICALS PLC 2017 OMNIBUS INCENTIVE COMPENSATION PLANName of Grantee: No. of Restricted Stock Units: Grant Date: Pursuant to the Avadel Pharmaceuticals plc 2017 Omnibus Incentive Compensation Plan, as amended through the date hereof (the "Plan"), Avadel Pharmaceuticals plc (the "Company") hereby grants an award of the number of Restricted Stock Units listed above (an "Award") to the Grantee named above. Each Restricted Stock Unit shall relate to one ordinary share, nominal value $0.01, in the capital of the Company (the "Ordinary Shares"). The Ordinary Shares may be represented by American Depositary Shares ("ADSs"), and each ADS represents one Ordinary Share. References herein to the issuance of Ordinary Shares shall also refer to the issuance of ADSs on the same basis of one ADS for every one Ordinary Share. View More

Integration. This Amendment, together with the other Loan Documents and the other documents contemplated hereby, contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

Integration. This Agreement, including Exhibit A, Exhibit B, Exhibit C, Exhibit D, the 2014 Equity Incentive Plan, and the Transition Services Agreement contains the complete, final and exclusive agreement of the parties relating to the terms and conditions of the Executive's employment and the termination of Executive's employment, and supersedes all prior and contemporaneous oral and written employment agreements or arrangements between the parties, including but not limited to the Prior Agreement. By... executing this Agreement, Executive hereby agrees that Executive's Prior Agreement is terminated and superseded in its entirety by this Agreement as of the Effective Date and that Executive waives any right that Executive may have and/or is not entitled to severance benefits under the Prior Agreement. View More

Integration. This Agreement contains the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein. This Agreement, including, without limitation, the Plan, supersedes all prior agreements and understandings between the parties with respect to its subject matter. 4 13. Counterparts. This Agreement may be... executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. View More

Integration. This Agreement and the instruments, agreements and documents referred to in this Agreement shall be deemed incorporated into and made a part of the Indenture. All such instruments, agreements and documents, and this Agreement, shall be construed as integrated and complementary of each other, and, except as otherwise specifically provided in this Agreement, as augmenting and not restricting the Trustee's and the Holder's rights, remedies and benefits. If after applying the foregoing an... inconsistency still exists, the provisions of this Agreement shall constitute an amendment to the Indenture and shall control. References in the Indenture to this "Agreement," "herein," "hereof" or "hereunder" or references to the Indenture in any other agreement or document shall, in each case, be deemed to refer to the Indenture as amended hereby. View More

Integration. This Agreement and all Exhibits attached hereto contain the full and entire agreement between the parties hereto, and no oral or written understanding is of any force or effect whatsoever unless expressly contained in a writing executed subsequent to the date of this Agreement.