유료 (영문) 매매 수정 계약서(Amendment To Purchase Agreement 2)

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판매자인 제약회사가 구매자와의 자산매매 계약 후 계약사항에 대한 수정시 사용되는 양식서입니다. 판매자가 구매자에게 제공하는 옵션사항들에 대한 수정사항을 상세히 언급하고 관련 용어의 정의 등을 기술하고 있습니다.
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자산 매매계약서(Purchase And Sale Agreement) 자산구매 계약서(Purchase Agreement) 장비임대 계약서(Purchase Agreement-Leaseback)
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#영문매매계약서, #영문계약서, #수정계약서, #물건계약서, #매매계약서, #계약서영문, #거래계약
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amendment to purchase agreement
this amendment to purchase agreement (the amendment) is made and entered into on this 1st day of october, 20 by and between (buyer
) and ○○○○○ incorporated (seller).
whereas, seller and buyer (as the assignee of x ( ) ltd.) are parties to that certain purchase agreement dated as of march 6, 20 ,
as amended (the purchase agreement), pursuant to which seller agreed, subject to the terms thereof, to sell, transfer, assign and deliver to buyer the right to receive from seller the applicable percentage of the x net sales and the applicable percentage of the x net sales;
whereas, seller and buyer wish to further amend the purchase agreement as set forth herein;
whereas, on the date hereof seller, buyer and investors, trust & custodial services (ireland) limited, as trustee for x ( x), have
entered into an option agreement pursuant to which x acquired the option to acquire rights to receive from seller a specified percentage of x net sales and x net sales, and it is acknowledged and contemplated by seller that the option granted to x may be assigned to buyer with the same effect as if the option was exercised by buyer hereunder;
now, therefore, in consideration of the mutual promises and covenants contained in this amendment and in the purchase agreement, a
nd pursuant to section 8.02(a) of the purchase agreement, seller and buyer do hereby amend the purchase agreement, as follows:
1.section 2.02(a) is hereby amended by deleting it in its entirety and replacing it with the following:
2.02 options.(a) seller hereby grants to buyer the following options, each exercisable at buyers sole discretion, to acquire right
s to receive additional percentages of both x net sales and x net sales on the same terms as described above in section 2.01(a).for clarity, such options may be exercised only for additional percentages of both x net sales and x net sales.payment of the option exercise price specified below represents payment for the additional percentages of both the x net sales and the x net sales.
notice date (each, a notice date) exercise date (each, an exercise date) exercise price (each, an option exercise price) additiona
l percentage of both x net sales and x net sales may 1, 20 may 15, 20 $0, , 0.125% september 20, 20 september 30, 20 $0, , 0.125% december 30, 20 (1) december 31, 20 (1) $0, , 0.1875% december 15, 20 (2) december 31, 20 (2) $00, , 0.500% september 20, 20 (3) september 30, 20 (3) *** *** (3) march 16, 20 (4) march 30, 20 (4) *** *** (4)
(1) with respect to this option only, the following terms shall apply notwithstanding anything to the contrary contained elsewhere
in this agreement:
if buyer desires to exercise this option, buyer shall give written notice (the december 20 exercise notice) to seller at any time
from the date which is 30 days prior to the applicable notice date up to and including 7:00 p.m.(new york city time) on such notice date.if buyer delivers such december 20 exercise notice, then:
(i) unless by 9:00 p.m.(new york city time) on such notice date seller delivers to buyer an exception notice, seller shall be deem
ed to have represented and warranted to buyer that, as of the applicable exercise date, all of sellers representations and warranties contained herein are true and correct in all material respects on and as of such exercise date as if made on such exercise date; and
(ii) on such exercise date buyer shall pay to seller two-thirds (2/3) of the applicable option exercise price; the remaining one-t
hird (1/3) of such option exercise price will be due and payable on the date that is one hundred twenty (120) days after such exercise date.
(2) with respect to this option only, to the extent that the first of either x or x, as applicable, releases phase iii clinical da
ta relating to a lasofoxifene product or any product (as defined in the x agreement) containing bazedoxifene prior to december 31, 20 , and notwithstanding any exercise notice received prior to such date, the exercise date shall be the earlier of (a) the date that is thirty days after the date of such release and (b) the date that is the tenth business day after december 31, 20 , and the notice date shall be any date that is at least ten business days prior to the exercise date.seller shall promptly provide buyer with a written copy of xs or xs release of such phase iii data, unless such release is made public.
(3) with respect to this option only, to the extent that the first of either x or x, as applicable, receives from the u.s.food and
drug administration (the fda) a notification of acceptance of a new drug application relating to a lasofoxifene product or any product (as defined in the x agreement) containing bazedoxifene prior to september 30, 20 , and notwithstanding any exercise notice received prior to such date, the exercise date shall be the earlier of (a) the date that is thirty days after the date of such notification and (b) october 30 20 , and the notice date shall be any date that is at least ten business days prior to the exercise date.seller shall promptly provide buyer with a written copy of the fdas notification of acceptance or, in the event a copy of the fdas official acceptance is not promptly available, seller may in lieu thereof provide a copy of xs or xs press release or other evidence providing reasonable assurance to buyer that the relevant event has occurred.notwithstanding the foregoing, with respect to this option only, if phase iii clinical data relating to a lasofoxifene product or any product (as defined in the x agreement) containing bazedoxifene is not released by x or x, as applicable, prior to march 31, 20 , (a) the exercise date shall be the date that is thirty calendar days after the first date that either x or x, as applicable, receives from the fda a notification of acceptance of a new drug application relating to a lasofoxifene product or any product (as defined in the x agreement)
***portions of this page have been omitted pursuant to a request for confidential treatment and filed separately with the commissi
on.containing bazedoxifene, and the notice date shall be any date that is at least ten business days prior to the exercise date, and (b) seller shall reduce payments due hereunder to buyer to the extent necessary to withhold an amount equal to the higher of (i) *** of any amounts payable to buyer hereunder in respect of that portion of each of x net sales and x net sales, as applicable, in excess of $*** per year with respect to each individual lasofoxifene product or product (as defined in the x agreement) containing bazedoxifene (for the avoidance of doubt, seller shall have no right to withhold amounts payable to buyer hereunder with respect to the initial $*** in x net sales or x net sales, as applicable, in any year with respect to each individual lasofoxifene product or product (as defined in the x agreement) containing bazedoxifene), or (ii) *** of any amounts payable to buyer hereunder in respect of aggregate x net sales and x net sales in excess of $*** per year with respect to all lasofoxifene products and products (as defined in the x agreement) containing bazedoxifene (for the avoidance of doubt, seller shall have no right to withhold amounts payable to buyer hereunder with respect to the initial $*** in aggregate x net sales or x net sales, as applicable, in any year with respect to all lasofoxifene products and products (as defined in the x agreement) containing bazedoxifene).for avoidance of doubt, the reductions by seller in clauses (i) and (ii) in the preceding sentence shall only apply to this option, and shall not apply to any other options, exercised or unexercised, held by buyer.
(4) with respect to this option only, to the extent that the first of either x or x, as applicable, receives from the u.s.food and   (이하 생략)
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계약서 작성가이드(1)
계약의 정의와 종류 및 작성 방법에 대한 내용으로 구성된 계약서 작성가이드 입니다. 실질적인 계약서의 작성 및 그 계약에 담긴 내용과 계약 당사자간의 권익보호에 중점을 두고 손쉽게 해당 계약부분을 찾아 이를 응용하여 계약을 체결하는데 도움이 되도록 작성되었습니다. ...
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