By Prothena Sample Clauses

By Prothena. Prothena shall indemnify and hold Consultant harmless from any and all Losses arising out of or resulting from Claims to the extent resulting from (a) any grossly negligent or willful acts or omissions by Prothena or any of its directors, officers, employees or agents, or (b) any breach of this Agreement by Prothena. Notwithstanding the foregoing, Prothena shall not be obligated to indemnify Consultant to the extent that the applicable Claim is subject to Consultant’s indemnification obligations under Section 6.1 above.
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Related to By Prothena

  • Patent Maintenance All annuity and maintenance fees that are necessary in order to keep the Patents in force as of the Effective Date have been paid by Seller, and no payment of annuities or fees, or papers to be filed in patent offices, are required to be made within the three-month period after the Effective Date.

  • Joint Research Committee The Parties hereby establish a committee to facilitate the Research Program as follows:

  • Erroneous Application Agent shall not be liable for any application of amounts made by it in good faith and, if any such application is subsequently determined to have been made in error, the sole recourse of any Lender or other Person to which such amount should have been made shall be to recover the amount from the Person that actually received it (and, if such amount was received by any Lender, such Lender hereby agrees to return it).

  • General Application The rules set forth below in this Article IV shall apply for the purposes of determining each Member’s general allocable share of the items of income, gain, loss or expense of the Company comprising Net Income or Net Loss of the Company for each Fiscal Year, determining special allocations of other items of income, gain, loss and expense, and adjusting the balance of each Member’s Capital Account to reflect the aforementioned general and special allocations. For each Fiscal Year, the special allocations in Section 4.4 shall be made immediately prior to the general allocations of Section 4.3.

  • Patent Prosecution 7.1 UFRF shall diligently prosecute and maintain the Licensed Patents using counsel of its choice. UFRF shall provide Licensee with copies of all patent applications amendments, and other filings with the United States Patent and Trademark Office and foreign patent offices. UFRF will also provide Licensee with copies of office actions and other communications received by UFRF from the United States Patent and Trademark Office and foreign patent offices relating to Licensed Patents. Licensee agrees to keep such information confidential.

  • Provisional Application Upon signature of this Compact, and until this Compact has entered into force in accordance with Section 7.3, the Parties will provisionally apply the terms of this Compact; provided that, no MCC Funding, other than Compact Implementation Funding, will be made available or disbursed before this Compact enters into force.

  • Patent Prosecution and Maintenance 14.1 REGENTS will diligently prosecute and maintain the United States and foreign patent applications and patents under REGENTS' PATENT RIGHTS, subject to LICENSEE’S reimbursement REGENTS’ out of pocket costs under Paragraph 14.3 below, and all patent applications and patents under REGENTS’ PATENT RIGHTS will be held in the name of REGENTS. REGENTS will have sole responsibility for retaining and instructing patent counsel, but continued use of such counsel at any point in the patent prosecution process subsequent to initial filing of a U.S. patent application covering the INVENTION shall be subject to the approval of LICENSEE. If LICENSEE rejects three of REGENTS’ choice of prosecution counsel, then REGENTS may select new prosecution counsel without LICENSEE’s consent. REGENTS shall promptly provide LICENSEE with copies of all relevant documentation so that LICENSEE may be currently informed and apprised of the continuing prosecution and LICENSEE agrees to keep this documentation confidential in accordance with Article 26. LICENSEE may comment upon such documentation, provided, however, that if LICENSEE has not commented upon such documentation in reasonable time for REGENTS to sufficiently consider LICENSEE’s comments prior to the deadline for filing a response with the relevant government patent office, REGENTS will be free to respond appropriately without consideration of LICENSEE's comments. LICENSEE and LICENSEE's patent counsel will have the right to consult with patent counsel chosen by REGENTS.

  • Research Collaboration Upon FibroGen’s request, the Parties will discuss conducting a research program funded by AstraZeneca and directed toward franchise enhancement and lifecycle management for HIF Compounds or other topics that the Parties determine relevant to the Products and the Field. Upon agreement on the terms of such research program, the Parties will enter into a separate agreement or amend this Agreement accordingly.

  • Accident Prevention Health and Safety Committee The Employer and the Union agree that they mutually desire to maintain standards of safety and health in the Hospital in order to prevent accidents, in jury and illness. its responsibilities under the applicable legislation, the agrees to accept as a member of its Accident Prevention Health 6 Safety Committee at l e a s t one representative selected or appointed by the Union from amongst bargaining unit employees. shall identify potential dangers and hazards, institute means of improving health and programs and recommend to be a e improve related and health. The Hospital agrees to co-operate i providing information to enable the Committee to its function. shall i be at the call of Chair if shall minutes O f all meetings t h e s a m e available for representative o r selected accordance with shall serve for a of one calendar year the date of appointment which may renewed for further periods of one year. off for such to attend meetings of the Accident Prevention and Safety Committee accordance with shall and spent s h a l l be deemed to b e work time for which the representative(s) shall be paid by the a t his/her regular or premium rate as m a y be applicable. ARTICLE PAID The Holidays with pay for this Agreement shall be: New's Years Day Good Friday Easter Monday Victoria Day Dominion Da) Holiday (as locally declared) During of this the Day, which is not a day, shall be granted third in If a that shall replace this holiday. t the nature of services necessary a Hospital, of the e m p l o y e e s ma be required work these In general, may required alternate with other in absent instance, an e m p l o y e e having Day off 0 be off on Year's Day. a the preference. To qualify for holiday pay as above, an employee must work his or her full regularly scheduled shift immediately preceding and his or her full regularly scheduled shift immediately succeeding the Holiday. In the event of an employee being prevented from working the shift immediately preceding and/or succeeding such holiday by reason of illness, authenticated by medical certificate or otherwise, lasting more than five full working such employee shall qualify for holiday pay, it being further understood and agreed that no employee shall receive holiday pay for more than one holiday during any one illness except for holidays over the Christmas and Year's periods, in which case no employee shall receive pay for more than three holidays. of the above named holidays an regular day off, or during his or her vacation the employee receive off payment for holidays in lieu thereof, but additional shall not be added to the period of vacation of employee except the of the Department his work shall time half time rate of o r . such in addition any entitled or at the option of the the employee may be paid time one half for the time worked and a paid day off in lieu thereof, or, (or a further option of the Hospital), the employee may be paid his regular straight time plus a paid clay and a half off in lieu thereof. Failure report for work assigned on such holiday shall disqualify employee for holiday pay.

  • Maintenance of Goods Such Grantor will do all things necessary to maintain, preserve, protect and keep its Inventory and the Equipment in good repair and working and saleable condition, except for damaged or defective goods arising in the ordinary course of such Grantor’s business and except for ordinary wear and tear in respect of the Equipment.

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