DIVERSA Clause Samples

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DIVERSA. DIVERSA shall retain all right, title and interest in and to the DIVERSA Intellectual Property and Joint Intellectual Property, except as expressly granted to DOW in Section 3.1 or in the License Agreement. DIVERSA may grant to Third Parties licenses under the Diversa Intellectual Property for use of [*****] Enzymes; provided, however, that such licenses do not conflict with the license granted to DOW herein or under the License Agreement, and provided that in the event the [*****] Enzyme is a [*****] provided by DOW to DIVERSA under the terms of this Agreement, DIVERSA obtains DOW's prior written consent (which may be withheld for any reason) and pays a reasonable royalty to DOW in accordance with a separate license agreement to be negotiated in good faith between the Parties. DIVERSA shall inform DOW of the application(s) for an [*****] Enzyme that is intended transferred to a Third Party if the [*****] Enzyme is a [*****] provided by DOW to DIVERSA under the terms of this Agreement. Notwithstanding the license granted to DOW in Section 3.1, DIVERSA shall retain the right to use all [*****] Enzymes for its own research purposes (i.e., to develop, improve and validate its technology and intellectual property).
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DIVERSA. DIVERSA shall have no right to assign its rights in the licenses granted to it by DOW pursuant to Section 3.2 hereof (or any part thereof) to any of its Affiliates or any Third Party, except in connection with the transfer or sale of all or substantially all of the business of DIVERSA to which this Agreement relates, whether by merger, sale of stock, sale of assets or otherwise. If DIVERSA is acquired by a Third Party [*****] for Research [*****] or if DIVERSA is controlled by merger, sale of stock, sale of assets or otherwise to a Third Party competitor, then prior to closure of such acquisition, DOW shall be informed of the identity of the Third Party competitor and at DOW's sole discretion can elect to terminate this Agreement under Section 10.4 and request in writing immediate return of all Confidential Information.
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DIVERSA. Diversa agrees to indemnify, defend and hold harmless Syngenta and its Affiliates and Sublicensees and their respective employees, agents, officers, directors and permitted assigns (each a “Syngenta Indemnitee”) from and against any Claims against or incurred by any Syngenta Indemnitee arising out of or resulting from (i) the negligence or willful misconduct of Diversa in the Research Program; (ii) a breach of any of the representations or warranties by Diversa hereunder; (iii) a material breach by Diversa of its obligations under this Agreement; (iv) to the extent not covered by Section 11.1 above, the use of Diversa Materials and any other intellectual property or Materials which Diversa provides for or uses in the conduct of the Research Program; and (v) the development or manufacture, use, promotion, marketing, sale or other distribution by Diversa or its Affiliates or its Sublicensees of any Diversa Product or any other product sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporates or is made through use of Program Technology, except, in each case, to the extent that such Claim arises out of or results from a matter as to which Diversa is entitled to be indemnified by Syngenta pursuant to Section 11.1 hereof; provided, however, that notwithstanding the foregoing, Diversa shall have no liability to any Syngenta Indemnitee for its consequential or special damages or lost profits and with respect to Third Party claims shall only be obligated to indemnify Syngenta Indemnitees against actual damages, if any, awarded to a Third Party or actual settlement amounts, as applicable.
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DIVERSA. (a) DIVERSA shall retain all right, title and interest in and to [***]. (b) DIVERSA may [***]. (c) Notwithstanding the license granted to TDCC in Section 3.1, DIVERSA shall [***].
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DIVERSA. Diversa agrees to indemnify, defend and hold harmless Syngenta and its Affiliates and Sublicensees and their respective employees, agents, officers, directors and permitted assigns (each a “Syngenta Indemnitee”) from and against any Claims against or incurred by any Syngenta Indemnitee arising out of or resulting from (i) the negligence or willful misconduct of Diversa in the Research Program or the research program conducted under the Research Collaboration Agreement; (ii) a breach of any of the representations or warranties by Diversa under this Agreement; (iii) a material breach by Diversa of its obligations under this Agreement; (iv) to the extent not covered by Section 11.1 above, the use of Diversa Materials and any other intellectual property or Materials which Diversa provides for or uses in the conduct of the Research Program or provided for or used in the conduct of the research program under the Research Collaboration Agreement; and (v) the development or manufacture, use, promotion, marketing, sale or other distribution by Diversa or its Affiliates or its Sublicensees of any Diversa Product or any other product sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporates or is made through use of Program Technology, except, in each case, to the extent that such Claim arises out of or results from a matter as to which Diversa is entitled to be indemnified by Syngenta pursuant to Section 11.1.
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DIVERSA. DIVERSA shall not have the right to assign this IE R&D Agreement in connection with the transfer or sale of all or substantially all of the business of DIVERSA to which this IE R&D Agreement relates, whether by merger, sale of stock, sale of assets or otherwise, without the prior written consent of the LLC, which consent would not be unreasonably withheld. If any Change of Control of DIVERSA occurs during this IE R&D *CONFIDENTIAL TREATMENT REQUESTED Agreement Term, then the Change of Control provisions under the LLC Agreement shall be applied to this IE R&D Agreement.
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Related to DIVERSA

  • Clinical Management for Behavioral Health Services (CMBHS) System 1. request access to CMBHS via the CMBHS Helpline at (▇▇▇) ▇▇▇-▇▇▇▇. 2. use the CMBHS time frames specified by System Agency. 3. use System Agency-specified functionality of the CMBHS in its entirety. 4. submit all bills and reports to System Agency through the CMBHS, unless otherwise instructed.

  • Therapies Acupuncture and acupuncturist services, including x-ray and laboratory services. • Biofeedback, biofeedback training, and biofeedback by any other modality for any condition. • Recreational therapy services and programs, including wilderness programs. • Services provided in any covered program that are recreational therapy services, including wilderness programs, educational services, complimentary services, non- medical self-care, self-help programs, or non-clinical services. Examples include, but are not limited to, Tai Chi, yoga, personal training, meditation. • Computer/internet/social media based services and/or programs. • Recreational therapy. • Aqua therapy unless provided by a physical therapist. • Maintenance therapy services unless it is a habilitative service that helps a person keep, learn or improve skills and functioning for daily living. • Aromatherapy. • Hippotherapy. • Massage therapy rendered by a massage therapist. • Therapies, procedures, and services for the purpose of relieving stress. • Physical, occupational, speech, or respiratory therapy provided in your home, unless through a home care program. • Pelvic floor electrical and magnetic stimulation, and pelvic floor exercises. • Educational classes and services for speech impairments that are self-correcting. • Speech therapy services related to food aversion or texture disorders. • Exercise therapy. • Naturopathic, homeopathic, and Christian Science services, regardless of who orders or provides the services. • Eye exercises and visual training services. • Lenses and/or frames and contact lenses for members aged nineteen (19) and older. • Vision hardware purchased from a non-network provider. • Non-collection vision hardware. • Lenses and/or frames and contact lenses unless specifically listed as a covered healthcare service.

  • Games The Private Party shall not be entitled to introduce any arcade type amusement or gaming machines into the Restaurant Facility without the prior written approval of SANParks.

  • Influenza Vaccine Upon recommendation of the Medical Officer of Health, all employees shall be required, on an annual basis to be vaccinated and or to take antiviral medication for influenza. If the costs of such medication are not covered by some other sources, the Employer will pay the cost for such medication. If the employee fails to take the required medication, she may be placed on an unpaid leave of absence during any influenza outbreak in the home until such time as the employee has been cleared by the public health or the Employer to return to the work environment. The only exception to this would be employees for whom taking the medication will result in the employee being physically ill to the extent that she cannot attend work. Upon written direction from the employee’s physician of such medical condition in consultation with the Employer’s physician, (if requested), the employee will be permitted to access their sick bank, if any, during any outbreak period. If there is a dispute between the physicians, the employee will be placed on unpaid leave. If the employee gets sick as a reaction to the drug and applies for WSIB the Employer will not oppose the application. If an employee is pregnant and her physician believes the pregnancy could be in jeopardy as a result of the influenza inoculation and/or the antiviral medication she shall be eligible for sick leave in circumstances where she is not allowed to attend at work as a result of an outbreak. This clause shall be interpreted in a manner consistent with the Ontario Human Rights Code.

  • Supplier Diversity Seller shall comply with ▇▇▇▇▇’s Supplier Diversity Program in accordance with Appendix V.