Aptalis Sample Clauses

Aptalis. During the Term, neither Aptalis nor its Affiliates shall directly or indirectly sell, have sold or otherwise Commercialize, either itself or with a Third Party, any Competing Product in the Territory, except as authorized under this Agreement or any other agreement with Strakan or its successors in interest. Such restriction shall continue until [*]. To the extent permitted by applicable Law Aptalis shall:
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Aptalis. Subject to this Article 10, Aptalis shall solely own within and outside of the Territory any invention created by employees of Aptalis (or of its Affiliates, subcontractors, distributors or sublicensees) jointly (other than jointly with Strakan) or severally, (x) as a result of Aptalis carrying out any of its obligations under this Agreement, and (y) pertaining to the Product (“Aptalis Inventions”). Strakan shall have an exclusive (even as to Aptalis), royalty-free, irrevocable, sublicensable license to make, use and sell Aptalis Inventions in order to research, Develop, Commercialize and Manufacture the Product (i) outside the Territory and (ii) in the Territory, provided, however, that the license that is the subject of this clause (ii) shall not be effective until after the Term except that Strakan shall be entitled to make or have made the Product in the Territory solely for the purpose of supplying its customers or those of its licensees outside the Territory.
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Aptalis. Aptalis shall be responsible for the prosecution (including filing applications for Patents) and Maintenance of any Patents covering any Joint Invention (“Joint Patents”), the costs of which shall be borne by Aptalis with respect to the Territory and Strakan with respect to jurisdictions outside of the Territory, unless otherwise agreed by the Parties. Aptalis shall provide to Strakan copies of all communications sent to and received from patent offices pertaining to the prosecution of such Joint Patents, including draft patent applications, filing receipts, office actions, information disclosure statements (including cited art/material), responses and/or amendments, and notices of allowance. Furthermore, the Parties shall cause their patent counsel to communicate regularly in advance regarding the prosecution of such Joint Patents. Strakan shall be given at least fifteen (15) Business Days prior to the earlier of the expiration of any shortened statutory period for response or anticipated filing to review and comment upon the text of any such communication. Aptalis also shall keep Strakan advised on the Maintenance of any such Joint Patents and provide Strakan with a reasonable opportunity to comment on matters related to Maintenance. In the event that the Parties, after good faith discussions, cannot agree with respect to any decision to be made regarding the prosecution and Maintenance of any Joint Patent (including decisions relating to interference, opposition, revocation, reissue, reexamination and similar proceedings related to such Patents), Aptalis shall make such decision with respect to the Territory and Strakan shall make such decision with respect to all jurisdictions outside of the Territory. In all cases, each Party shall provide reasonable assistance to the other Party, at Aptalis’s expense with respect to such Joint Patents in the Territory and at Strakan’s expense with respect to such Joint Patents outside the Territory, with respect to any activities determined by the other Party to be necessary or desirable to obtain and Maintain such Patent protection.
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Related to Aptalis

  • University Any notice may be served upon the University by delivering it, in writing, to the University at the address set forth on the last page of this Agreement, by depositing it in a United States Postal Service deposit box with the postage fully prepaid and with the notice addressed to the University at the aforementioned address, or by sending a facsimile of it to the University facsimile number set forth on the last page of this Agreement.

  • Cornerstone shall notify the LLC and confirm such advice in writing (i) when the filing of any post-effective amendment to the Registration Statement or supplement to the Prospectus is required, when the same is filed and, in the case of the Registration Statement and any post-effective amendment, when the same becomes effective, (ii) of any request by the Securities and Exchange Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for additional information and (iii) of the entry of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceedings for that purpose, and, if such stop order shall be entered, Cornerstone shall use its best efforts promptly to obtain the lifting thereof.

  • Manufacturing Technology Transfer With respect to each Technology Transfer Product, upon AbbVie’s written request after the Inclusion Date for the Included Target to which such Technology Transfer Product is Directed, Morphic shall effect a full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party manufacturer) of all Morphic Know-How and Joint Know-How relating to the then-current process for the Manufacture of such Technology Transfer Product (the “Manufacturing Process”) and to implement the Manufacturing Process at facilities designated by AbbVie (such transfer and implementation, as more fully described in this Section 5.3, the “Manufacturing Technology Transfer”). To assist with the Manufacturing Technology Transfer, Morphic will make its personnel reasonably available to AbbVie during normal business hours for up to [***] FTE hours with respect to each Included Target (in each case, free of charge to AbbVie) to transfer and implement the Manufacturing Process under this Section 5.3. Thereafter, if requested by AbbVie, Morphic shall continue to perform such obligations; provided, that AbbVie will reimburse Morphic for its full-time equivalent (FTE) costs (for clarity, in excess of [***] FTE hours) and any reasonable and verifiable out-of-pocket costs incurred in providing such assistance. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

  • Licensee Licensee represents and warrants that:

  • Motorola s sole obligation to Licensee and Licensee’s exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola’s option, Motorola will replace the defective Software with functionally-equivalent Software, license to Licensee substitute Software which will accomplish the same objective, or terminate the license and refund the Licensee’s paid license fee.

  • Licensor any Person from whom a Grantor obtains the right to use any Intellectual Property. Lien: any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on common law, statute or contract, including liens, security interests, pledges, hypothecations, statutory trusts, reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Property. Lien Waiver: an agreement, in form and substance satisfactory to Collateral Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Collateral Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for Collateral Agent, and agrees to deliver the Collateral to Collateral Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Collateral Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Collateral Agent upon request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Collateral Agent the right, vis-à-vis such Licensor, to enforce Collateral Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License.

  • Technology License 4.1 Unless any event described in Article 2.2 or 2.3 of this Agreement occurs, all of the technology required to be licensed for any of Party B’s business shall be provided by Party A on an exclusive basis. Party A will try its best to license Party B to use the technology owned by Party A, or re-license Party B to use the technology as approved by the owner.

  • Technology Discoveries, innovations, Know-How and inventions, whether patentable or not, including computer software, recognized under U.S. law as intellectual creations to which rights of ownership accrue, including, but not limited to, patents, trade secrets, maskworks and copyrights developed under this Agreement.

  • UTC The other six (6) days of the week, a Full Deposit or the corresponding Differential Deposit must be submitted to Escrow Agent by 23:59 UTC.

  • Manufacturing License Subject to the terms of this Agreement, including without limitation Section 2.2, Theravance grants to GSK an exclusive license under the Theravance Patents and Theravance Know-How to make and have made API Compound or formulated Alliance Product in the Territory.

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