Integration Contract Clauses (3,960)

Integration. Employee hereby acknowledges that this Agreement, constitutes the entire agreement between the Parties pertaining to the subject matter hereof, and supersede all prior or contemporaneous agreements and understandings among Employee, ViewRay and any other Released Party, whether written or oral, express or implied, with respect to the employment, termination and benefits of Employee.

Integration. This Amendment, the Financing Documents and the documents referred to herein and therein and the exhibits and schedules hereto and thereto, constitute the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersede all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof.

Integration. This Agreement supersedes all prior agreements and understandings between the Participant and the Company, its Subsidiaries and its Affiliates relating to the grant of this Award, whether oral or otherwise, provided however that this Agreement shall not supersede any agreement (including any employment agreement) with the Company, its Subsidiaries and its Affiliates or policy of the Company, its Subsidiaries and its Affiliates relating to confidentiality, no-solicitation, no-hire, non-competitio...n, non-disparagement or recoupment of compensation, including but not limited to the Restrictive Covenants and Confidentiality Agreement previously entered into between the Company and the Participant. View More

Integration. The RSUs are granted pursuant to the Plan. Notwithstanding anything in this Agreement to the contrary, this Agreement is subject to all of the terms and conditions of the Plan, which is incorporated herein by reference. As such, this Agreement and the Plan embody the entire agreement and understanding of the Company and the Grantee and supersede any prior understandings or agreements, whether written or oral, with respect to the RSUs.

Integration. This Amendment, together with the other Loan Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof. 6 11. Severability. In case any provision in this Amendment shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Amendment and the validity, legality and enforceability of the remaining provi...sions shall not in any way be affected or impaired thereby. View More

Integration. This Agreement contains the entire agreement between the Company and Employee on the subjects addressed in this Agreement and replaces any other prior agreements or representations, whether oral or written, between them; provided, however, that any proprietary or confidential information agreement Employee signed with the Company, whether or not reaffirmed by Employee, remains in full force and effect and is not superseded by this Agreement.

Integration. This Agreement constitutes a single, integrated written contract expressing the entire agreement of the parties hereto relative to the subject matter hereof. Except as otherwise provided herein, no covenants, agreements, representations, or warranties of any kind whatsoever have been made by any party hereto. All prior discussions and negotiations have been and are merged and integrated into, and are superseded by, this Agreement. This Agreement shall not be amended except by the written agreeme...nt of all parties hereto. View More

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 authorise...d 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