BY OSTEX Clause Samples
The "BY OSTEX" clause designates that certain actions, responsibilities, or rights within the agreement are to be performed or exercised specifically by the party named OSTEX. In practice, this means that whenever the contract refers to obligations or permissions under this clause, only OSTEX is authorized or required to act, such as providing notices, making decisions, or fulfilling particular duties. This clause ensures clarity regarding which party is responsible for specific contractual elements, thereby reducing ambiguity and potential disputes over roles and responsibilities.
BY OSTEX. Except as specifically permitted by this Agreement, Ostex shall not assign, sublicense, delegate, or in any other manner transfer any of its rights, privileges, obligations or duties under this Agreement to any third party without the prior written consent of Metrika, which consent may be withheld in Metrika's sole and absolute discretion, provided that this provision shall not apply to any merger, consolidation, or sale of substantially all of the assets of Ostex, or any third-party acquisition of a majority of the business interests or voting shares of Ostex, provided that the surviving party shall within a reasonable period following the final closing of such transaction, expressly agree in writing to be bound by this agreement. Any attempt by Ostex to assign, sublicense, delegate or otherwise transfer any right, privilege, obligation or duty under this Agreement other than in accordance with this Section 15 shall be void and shall, at the option of Metrika, be cause for immediate termination of this Agreement and all licenses granted hereunder.
BY OSTEX. Ostex represents and warrants to Metrika as follows:
BY OSTEX. Except as specifically permitted by this Agreement, Ostex shall not assign, sublicense, delegate, or in any other manner transfer any of its rights, privileges, obligations or duties under this Agreement to any non-Affiliate third party without the prior written consent of Hologic, which consent may be withheld in Hologic's sole and absolute discretion, provided that this provision shall not apply to any merger, consolidation, or sale of substantially all of the assets of Ostex, or any third-party acquisition of a majority of the business interests or voting shares of Ostex, provided that the surviving party shall within a reasonable period following the final closing of such transaction, expressly agree in writing to be bound by this agreement. Any attempt by Ostex to assign, sublicense, delegate or otherwise transfer any right, privilege, obligation or duty under this Agreement other than in accordance with this SECTION 17 shall be void and shall, at the option of Hologic, be cause for immediate termination of this Agreement and all licenses granted hereunder. Transfers of any rights hereunder by Ostex to an Affiliate shall be permitted only after the delivery to Hologic of reasonable evidence that such Affiliate has agreed in writing to be bound by the terms of this Agreement.
BY OSTEX. Ostex represents and warrants to Hologic as follows:
BY OSTEX. If within ninety (90) days of the Effective Date, Ostex determines that a material technical deficiency exists in the ▇▇▇▇ Format which is likely to prevent Serex or Hologic from completing development of an NTx Meter Strip which meets the Product Specifications described in ATTACHMENT 7.2.4 within the time period set out in SECTION 12.2(A) above, Ostex shall provide a notice thereof to Hologic which describes in detail said purported deficiency and the impact thereof on the specifications and/or time frame for development. Upon receipt of such notice, Hologic shall conduct a though review of the subject matter of said notice, provide to Ostex a detailed report of how Hologic or Serex plan to resolve the issues raised and to meet the relevant specifications and/or time frame, and meet with Ostex to review said report. If Hologic fails to provide said report within fifteen (15) business days following receipt of such notice, Ostex may within ten business days following the final due date of such report, terminate this Agreement upon written notice without liability of any sort.
BY OSTEX. If within ninety (90) days of the Effective Date, Ostex determines that a material technical deficiency exists in the Digital Response Technology which is likely to prevent Metrika from completing development of an NTx/Digital Response Device which meets the Product Specifications described in ATTACHMENT 7.3.5 within the time period set out in SECTION 11.2(A) above, Ostex shall provide a notice thereof to Metrika which describes in detail said purported deficiency and the impact thereof on the specifications and/or time frame for development. Upon receipt of such notice, Metrika shall conduct a thorough review of the subject matter of said notice, provide to Ostex a detailed report of how Metrika plans to resolve the issues raised and to meet the relevant specifications and/or time frame, and meet with Ostex to review said report. If Metrika fails to provide said report within fifteen (15) business days following receipt of such notice, or Ostex does not approve such report, Ostex may within ten business days following the final due date of such report, terminate this Agreement upon ten (10) days written notice without liability of any sort, PROVIDED, that if Metrika elects within such ten (10) day notice period to proceed with the commercialization of the NTx/Digital Response Device independently, then the Agreement shall remain in effect for a period of sixty (60) days, during which time the parties shall negotiate reasonable terms of a license of the NTx Assay Technology to allow for Metrika's continued commercialization of the Device.