Enzo Covenant Not To Xxx On Covered Grifols Products Sample Clauses

Enzo Covenant Not To Xxx On Covered Grifols Products. Subject to Grifols’ timely payment of the Grifols Payment under Section 3.1 and the carve-out set forth in Section 2.7 for AmpiProbe Technology, Enzo, on behalf of itself and its Affiliates, covenants not to xxx Grifols or its Affiliates or (1) their current or former officers, directors, employees, representatives, and agents; (2) shareholders (other than Persons, including Restricted Entities, that may have liability for patent infringement unrelated to their status as shareholders of Grifols); and (3) suppliers, customers, end-users, and distributors (but only to the extent that Grifols’ own conduct with respect to such Third Party would give rise to a colorable claim against Grifols for direct or indirect infringement under 35 U.S.C. § 271 but for the covenant granted to Grifols herein) for infringement of the Covered Enzo Patents by the Covered Grifols Products. Notwithstanding the foregoing, if Grifols, its Affiliates, or any permitted successors, assigns, or beneficiaries, sues Enzo or its Affiliates for patent infringement, then the foregoing covenant not to xxx shall immediately terminate, be deemed null and void ab initio, and be of no force and effect. The foregoing Covenant shall run with the title of the Covered Enzo Patents and shall bind any Third Party that acquires a permitted interest in any Covered Enzo Patent (including any Enzo Affiliate that becomes a Third Party). For the avoidance of doubt, no covenant not to xxx shall extend to any Third Party for any act that would give rise to an independent claim of infringement of the Licensed Enzo Patents against such Third Party. In no event shall the covenant not to xxx granted herein extend to any of the Restricted Entities. Notwithstanding anything to the contrary herein, the covenant not to xxx shall not apply to any Third Party or any business, assets, or products thereof, acquired by Grifols or its Affiliates (whether by merger, consolidation, share acquisition, or acquisition of all or substantially all assets or otherwise) after the Effective Date.
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Related to Enzo Covenant Not To Xxx On Covered Grifols Products

  • Sale of Products; Performance of Services (a) Each product, system, program, or other asset designed, developed, manufactured, assembled, sold, installed, repaired, licensed or otherwise made available by any of the Company or any of its subsidiaries to any person:

  • EXCLUSION OF THIRD PARTY RIGHTS A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

  • Benefits of Agreement; No Third-Party Rights None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member. Nothing in this Agreement shall be deemed to create any right in any Person (other than Covered Persons) not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person.

  • Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

  • Product and Service Warranties 21- SECTION 3.30

  • Third Party Technology The assignment of any applicable license agreements with respect to Third Party Technology are set forth in the General Assignment and Assumption Agreement.

  • Third Party Data Any statistical, industry-related and market-related data, which are included in the Disclosure Package and the Prospectus, is based on or derived from sources that the Company reasonably and in good faith believes to be reliable and accurate, and such data agrees with the sources from which it is derived, and the Company has obtained the written consent for the use of such data from such sources to the extent required.

  • SERVICE XXXX USE A. Controlled Affiliate recognizes the importance of a comprehensive national network of independent BCBSA licensees which are committed to strengthening the Licensed Marks and Name. The Controlled Affiliate further recognizes that its actions within its Service Area may affect the value of the Licensed Marks and Name nationwide.

  • Commercialization License Subject to the terms of this Agreement, including without limitation Section 2.2 and Theravance's Co-Promotion rights in Section 5.3.2, Theravance hereby grants to GSK, and GSK accepts, an exclusive license under the Theravance Patents and Theravance Know-How to make, have made, use, sell, offer for sale and import Alliance Products in the Territory.

  • Infringement of Third Party Rights Each Party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the Parties hereunder infringes or may infringe the intellectual property rights of such Third Party. Genentech shall have the first right but not the obligation to control any defense of any such claim involving alleged infringement of Third Party rights by Genentech’s activities under this Agreement at its own expense and by counsel of its own choice, and Curis shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. If Genentech fails to proceed in a timely fashion with regard to such defense, Curis shall have the right but not the obligation to control any such defense of such claim at its own expense and by counsel of its own choice, and Genentech shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. Curis shall have the first right but not the obligation to control any defense of any such claim involving alleged infringement of Third Party rights by Curis’ activities under this Agreement at its own expense and by counsel of its own choice, and Genentech shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. If Curis fails to proceed in a timely fashion with regard to such defense, Genentech shall have the right but not the obligation to control any such defense of such claim at its own expense and by counsel of its own choice, and Curis shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. Neither Party shall have the right to settle any infringement action under this Section 10.5 in a manner that diminishes the rights or interests of the other Party hereunder without the consent of such Party.

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