Covered Individuals and Entities Sample Clauses

Covered Individuals and Entities. The following are defined terms used herein: “Covered Individuals and Entities” (or, in the singular, “Covered Individual and Entity”) shall mean any one or more of HCP, HCI, Payor, Purchaser, Healthcare Industry Professional Societies and Trade Association, and entities owned or operated by one or more HCP, HCI, Payor, Purchaser, or Healthcare Industry Professional Societies or Trade Association. Additionally, the capitalized terms used in the above definition are defined as follows:

Covered Individuals and Entities. For purposes of this provision, the capitalized terms used in this Section are defined below, as set forth in (a)–(f). In the event one or more Covered Individuals and Entities contributes to or performs any of TScan’s obligations hereunder, payments made by or on behalf of TScan to each such Covered Individual and Entity or other compensation or consideration received by each such Covered Individual and Entity on account of its contributions to or performance of any of TScan’s obligations hereunder shall (i) comply with all Applicable Law, (ii) represent fair market value, (iii) not be determined in a manner that that takes into account the volume or value of any future business that might be generated between the Parties, and (iv) not be construed to require a Covered Individual or Entity to promote, purchase, prescribe, or otherwise recommend an Amgen product being marketed or under development. If TScan is, or becomes, a Covered Individual and Entity or is, or becomes, owned, operated or controlled by one or more Covered Individual and Entity, TScan shall notify Amgen of such and, after receipt of such notification or upon TScan becoming a Covered Individual and Entity, TScan agrees that Amgen shall have the right, upon notice to TScan and without further agreement or acknowledgement of TScan, to modify the terms of this Agreement as Amgen determines, in its reasonable discretion, is necessary or required to comply with Amgen’s or, as applicable, one or more of its Affiliate’s requirements for interactions with a Covered Individual and Entity (including without limitation conformance of the compensation to fair market value and imposition of additional reporting or documentation obligations). Additionally and without limiting any other rights or remedies of Amgen, if on or after the Effective Date, TScan, is or becomes, a Covered Individual and Entity or is, or becomes, owned, operated or controlled by a Covered Individual and Entity, Amgen shall have the right to terminate this Agreement immediately or, in its sole discretion, suspend XXxxx’s performance hereunder by notice to TScan, and Amgen shall not be liable to TScan for any costs, expenses, or losses arising out of such termination or suspension. For purposes of this section, “owned, operated or controlled” shall mean that one or more Covered Individual or Entities is in a position to direct or control the performance of TScan’s obligations hereunder, or that one or more Covered Individuals or E...