Variation Agreement

A variation agreeement is a contract that two or more parties sign when they agree to do something differently than an original contract stipulates. Under the agreement, the specific terms mentioned within are modified while the rest of the original contract remains enforceable under the original conditions. This type of agreement is ideal for making it easy and quick to make minor or major changes to the terms of an original agreement.

The purpose of a variation agreement is to ensure that all parties to the original contract agree to make the change, and that they understand and acknowledge what the change is. This protects the interests of all parties, which encourages an amicable business relationship.

Variation Agreement Sample

THIS CONTRACT VARIATION AGREEMENT (" Variation ") is dated and effective as of 20 December 2018 (" Variation Effective Date ")

PORTON BIOPHARMA LIMITED of Porton Down, Salisbury, Wiltshire SP4 OPG , United Kingdom ( "PBL" ); and

JAZZ PHARMACEUTICALS FRANCE SAS of City One, 84 Quai Charles de Gaulle, 69006 Lyon, France (" Jazz" )

PBL and Jazz are parties, through succession and assignment, to a Royalty Bearing Licence Agreement dated 22 July 2005 as further amended on 22 December 2009, 23 March 2012 and 8 August 2012 (the "RBLA" );

PBL and Jazz wish to amend the RBLA such that the term of the RBLA will not automatically renew with effect from 31 December 2018;

Any capitalised term used but not defined herein shall have the same meaning given to such term in the RBLA.

IT IS AGREED , in consideration of the mutual covenants and conditions contained herein and for other good and valuable consideration (including as set out in a letter from PBL to Jazz of even date hereto entitled "Withdrawal of Termination Notice"), the sufficiency of which is hereby acknowledged, as follows:

"This Agreement shall commence on the Effective Date and shall continue in full force and effect until 31 December 2020, subject to earlier termination in accordance with the terms hereof. If notice to terminate the Agreement is not served by 28 February 2019 then the Agreement shall automatically renew until 31 December 2025 and thereafter for subsequent periods of five (5) years, unless and until notice to terminate is served at least two (2) years prior to the end of each subsequent five (5) year period . "

Clause 16 .4 of the RBLA shall have the words "or email' inserted after the words "fax or registered letter'

and that a copy of any notice sent by email shall also be sent by post to the address for notices herein or such other address as may be notified by the addressee to the other party from time to time."

This Variation is made in accordance with Clause 16 .2 of the RBLA. Other than as set out in this Variation, the RBLA (as amended on 22 December 2009, 23 March 2012 and 8 August 2012) shall continue to be binding upon each Party.

The Parties have caused this Variation to be executed by their duly authorised representatives, to be effective as from the Variation Effective Date.

Reference:
Security Exchange Commission - Edgar Database, EX-10.5 2 jazzq42018ex105.htm CONTRACT VARIATION AGREEMENT, Viewed October 14, 2022, View Source on SEC.

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Meet some of our Variation Agreement Lawyers

Craig M.

Craig M.

I have been practicing law for more than 7 years in Maine and have owned my law practice, Dirigo Law LLC, since 2020. My practice focuses mostly on Real Estate / Corporate transactions, Wills, Trusts, and Probate matters.

Melissa G.

Melissa G.

My name is Melissa “Mel” Green and I provide legal counsel to entrepreneurs, start-ups, and small businesses that is clear, concise, and focused on the practical impact of decisions. As trusted legal counsel, I proactively identify risks, and develop effective, practical solutions that protect my clients businesses, create positive outcomes, and help mitigate legal exposure. My areas of expertise include business formation, contract law/commercial transactions, healthcare law, and intellectual property. I also provide services as an outside general counsel or “fractional general counsel”. Prior to starting my own law firm, I spent the majority of my career in-house at large and small corporations, both for profit and not-for-profit, working with senior and executive management, in addition to other stakeholders at a variety of management levels. to proactively identify and address risks, mitigate legal exposure, streamline processes, lead persuasive negotiations that are integral to ensuring positive outcomes for the organization, and deliver hands-on, spectacular client service. There came a time when I realized that individuals and smaller entities were not receiving the same level of legal support and guidance as mid-size to large companies and as a result, individuals and small businesses were not growing and sustaining on the same level. I wanted to use my expertise to provide those that were underserved by the legal market with competent counsel at an affordable price. With the increasing number of new businesses, I knew that I could make a difference to those that needed legal guidance but were putting it off in fear of “Big Law” prices. I love to “partner” with my clients, get a deep understanding of their business, develop lasting professional relationships and watch them prosper. I want to find a way to help my clients maximize the reach, value and impact of their business. Services that I have provided over the course of my career: (i) reviewing, drafting and negotiating commercial agreements (leases, MSAs and SOWs, consulting services agreements, confidentiality agreements, SaaS agreements, coaching agreements, independent contractor agreements, coaching agreements, photographer agreements, waivers and releases, licensing agreements, etc.), (ii) business formation (operating agreements, written consents, bylaws, etc.), (iii) preparing policies and procedures for businesses in highly regulated industries, (iv) conducting federal trademark searches and filing trademark applications/preparing trademark opinion letters after conducting appropriate legal research, and (v) general business counsel.