GSK Clause Samples
GSK. GSK warrants and represents to Unigene that, as of the Amendment Effective Date:
(i) it has the full right and authority to enter into this Agreement;
(ii) there are no existing or threatened actions, suits or claims pending against it with respect to its right to enter into and perform its obligations under this Agreement;
(iii) it has not granted, and it will not grant during the Term of this Agreement, any right, license or interest in or to the Licensed Technology, GSK Patent Rights, GSK Know-How, Joint Patent Rights, and/or Joint Inventions which is in conflict with the rights or licenses granted to Unigene under this Agreement;
(iv) there is nothing in any Third Party agreement GSK has entered into which, in any way, will limit GSK’s ability to perform all of the obligations undertaken by GSK hereunder, and it will not enter into any agreement after the Effective Date under which GSK would incur any such limitations; and
(v) to the best of its knowledge, it has not intentionally omitted to furnish Unigene with any information requested by Unigene, nor has it intentionally concealed from Unigene any information in its possession concerning PTH or Licensed Product, or anticipated components thereof, or the transactions contemplated by this Agreement, which would be material to Unigene’s decision to enter into this Agreement and to undertake the commitments and obligations set forth herein.
(vi) to the best of its knowledge, there is nothing in any Third Party agreement GSK has entered into which will limit in any way GSK’s ability to perform all of the obligations undertaken by GSK hereunder, and it will not enter into any agreement after the Amendment Effective Date under which GSK would incur any such limitations.
GSK. GSK shall work exclusively with CureVac on the Development, Manufacture and Commercialization of mRNA-Based vaccine and mRNA-Based antibody products targeting the SARS-CoV-2 Pathogen, and GSK shall not, and shall procure that its Affiliates and Sublicensees holding rights to the CureVac Technology in the Field and in the Territory will not, develop, manufacture or commercialize, solely or with a Third Party, any mRNA-Based vaccine or mRNA-Based antibodies targeting the SARS-CoV-2 Pathogen other than a COVID Product Developed and/or Commercialized under this Agreement. This Section 2.3.1 and the covenants set forth herein shall not apply to activities of any Third Party (or such Third Party’s Affiliates) that becomes an Affiliate of GSK solely as a result of a Change of Control in GSK, provided that such activities are performed without using the mRNA technology described in the Know-How, or within the scope of the specification of the Patents Rights, Controlled by GSK (excluding, for clarity any CureVac Know-How or CureVac Patent Rights). Notwithstanding the foregoing, GSK shall be permitted to perform Development and Manufacturing activities with respect to any mRNA-Based vaccine or mRNA-Based antibodies targeting the SARS-CoV-2 Pathogen, using the SARS-CoV-2 spike protein as an Antigen, up to (and including) [*****] provided that GSK shall not be permitted to Commercialize any mRNA-Based vaccine or mRNA-Based antibodies targeting the SARS-CoV-2 Pathogen, or to grant any Third Party a license to Commercialize any mRNA-Based vaccine targeting the SARS-CoV-2 Pathogen.
GSK. (NO. 1) SCOTTISH LIMITED PARTNERSHIP, a private fund limited partnership registered in Scotland with registration number SL035527 and whose principal place of business is at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ (“SLP1”);
GSK. Boostrix- Highlights of prescribing information. Information leaflet Boostrix vaccine. Available at: ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/pharma/content/dam/GlaxoSmithKline/US/en/Prescri- bing_Information/Boostrix/pdf/BOOSTRIX.PDF. Accessed May 19, 2020.
GSK. GSK shall work exclusively with CureVac on the Development, Manufacture and Commercialization of Products targeting a Collaboration Pathogen, and GSK shall not, and shall procure that its Affiliates and Sublicensees holding rights to the CureVac Technology in the Field and in the Territory will not, develop, manufacture or commercialize, solely or with a Third Party, any prophylactic and/or therapeutic mRNA-Based vaccine or mRNA-Based antibody targeting a Collaboration Pathogen other than a Product Developed and/or Commercialized under this Agreement. This Section 2.3.1 and the covenants set forth herein shall not apply to activities of any Third Party (or such Third Party's Affiliates) that becomes an Affiliate of GSK solely as a result of a Change of Control in GSK, provided that such activities are performed without using the mRNA technology described in the Know-How, or within the scope of the specification of the Patents Rights, Controlled by GSK (excluding, for clarity any CureVac Know-How or CureVac Patent Rights). Notwithstanding the foregoing, GSK shall be permitted to continue development activities targeting the same Collaboration Pathogen immediately prior to the Effective Date, and which accordingly fall within the scope of the exclusivity commitment set out in this Section 2.3.1, for up to [*****] from the Effective Date, whilst GSK carries out an orderly wind-down of those activities.
GSK. GSK shall keep, and require its Affiliates and Sublicensees to keep, complete, true and accurate books of accounts and records for the purpose of determining the amounts payable to XenoPort pursuant to this Agreement. Such books and records shall be kept for at least [… * …] following the end of the calendar quarter to which they pertain and shall be open for inspection and audit by XenoPort during such [… * …] period on the terms of this Section 7.4(a). Upon not less than [… * …] prior written notice, GSK shall permit an independent, certified public accountant selected by XenoPort and reasonably acceptable to GSK, which acceptance will not be unreasonably withheld or delayed (for the purposes of this Section 7.4(a), the “Auditor”), to audit or inspect those books or records of GSK that relate to Net Sales and Payment Reports, and/or Joint P&L (including the components thereof) for the sole purpose of verifying the: * CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
(i) royalties and other payments payable hereunder in respect of Net Sales or Operating Profit or Loss for such annual period under review; (ii) withholding taxes, if any, required by Applicable Law to be deducted as a payment by GSK in respect of such Net Sales; and (iii) exchange rates used in determining the amount of United States dollars. The Auditor will disclose to XenoPort only the amount and accuracy of payments reported and actually paid or otherwise payable under this Agreement. The Auditor will send a copy of the report to GSK at the same time it is sent to XenoPort. Such inspections may be made no more than once each calendar year and during normal business hours. Such records for any particular calendar quarter shall be subject to no more than one inspection. The Auditor shall be obligated to execute a reasonable confidentiality agreement prior to commencing any such inspection. Inspections conducted under this Section 7.4(a) shall be at the expense of XenoPort, unless a variation or error producing an underpayment in amounts payable exceeding [… * …] of the amount paid for a period covered by the inspection is established, in which case all reasonable costs relating to the inspection for such period and any unpaid amounts that are discovered shall be paid by GSK, together with interest on such unpaid amounts at the rate se...
GSK. Santarus acknowledges that GSK is self-insured. GSK shall maintain self-insurance at levels at least consistent with the levels of insurance described for Sublicensees in this Section 10.5.2 during the Term and for a period of five (5) years thereafter. GSK shall ensure that its Sublicensees maintain CGL insurance, including broad form contractual liability, in an amount of at least Twelve Million U.S. Dollars (U.S. $12,000,000) and product liability coverage in an amount of at least Fifteen Million U.S. Dollars (U.S. $15,000,000) for bodily injury and property damage during the Term and thereafter for a period of five (5) years. GSK shall give Santarus at least thirty (30) days prior written notice of any cancellation or termination of such insurance. The minimum level of insurance set forth herein will not be construed to create a limit on GSK’s or its Sublicensees’ liability with respect to its indemnification obligations hereunder. GSK shall give Santarus at least thirty (30) days notice of any cancellation or termination of such insurance. GSK will furnish to Santarus a certificate of insurance evidencing such coverage (or evidence reasonably acceptable to Santarus of GSK’s level of self-insurance) as of the Effective Date and upon reasonable request by Santarus at any time thereafter.
GSK. Subject to Applicable Law, GSK will implement reasonable safeguards consistent with those safeguards that it uses in relation to its own products so that Licensed Product is sold to customers for resale only in the GSK Territory and not for resale anywhere outside the GSK Territory. If GSK becomes aware that any of its customers has shipped Licensed Product outside the GSK Territory, or has reason to believe that a customer intends to ship Licensed Product outside the GSK Territory, GSK, to the extent permitted by Applicable Law, will take Commercially Reasonable Efforts to cause such customer to cease such activities. GSK shall, within thirty (30) days after learning that any Licensed Products sold by or under authority of GSK under this Agreement have been sold, distributed or dispensed outside of the GSK Territory, notify Santarus in writing of all pertinent information relating to such occurrence and the actions GSK plans to take in response thereto.
GSK. Santarus acknowledges that GSK is self-insured. GSK shall maintain self-insurance at levels at least consistent with the levels of insurance described for sub-distributors in this Section 9.5.2 during the Term and for a period of [***] thereafter. GSK shall ensure that its sub-distributors maintain CGL insurance, including broad form contractual liability, and product liability coverages, in an amount of at least [***] Dollars ($[***]) and in an amount of at least [***] Dollars ($[***]) for bodily injury and property damage during the Term and thereafter for a period of [***]. GSK shall give Santarus at least [***] days prior written notice of any cancellation or termination of such insurance. The minimum level of insurance set forth herein will not be construed to create a limit on GSK’s or its sub-distributors’ liability with respect to its indemnification obligations hereunder. GSK shall give Santarus at least [***] days notice of any cancellation or termination of such insurance. GSK will furnish to Santarus a certificate of insurance evidencing such coverage (or evidence reasonably acceptable to Santarus of GSK’s level of self-insurance) as of the Effective Date and upon reasonable request by Santarus at any time thereafter.
GSK. For the attention of: Company Secretary of GSK The registered office from time to time of GSK ▇▇▇▇▇▇▇.▇▇▇@▇▇▇.▇▇▇ With a copy (not constituting notice) to: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and May, One Bunhill Row, London EC1Y 8YY ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ For the attention of: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ The registered office from time to time of Pfizer With a copy (not constituting notice) to: ▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ For the attention of: Company Secretary of GSK The registered office from time to time of GSK ▇▇▇▇▇▇▇.▇▇▇@▇▇▇.▇▇▇ With a copy (not constituting notice) to: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and May, One Bunhill Row, London EC1Y 8YY ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ For the attention of: Company Secretary of GSK The registered office from time to time of GSK ▇▇▇▇▇▇▇.▇▇▇@▇▇▇.▇▇▇ With a copy (not constituting notice) to: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and May, One Bunhill Row, London EC1Y 8YY ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ For the attention of: Company Secretary of GSK The registered office from time to time of GSK ▇▇▇▇▇▇▇.▇▇▇@▇▇▇.▇▇▇ With a copy (not constituting notice) to: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and May, One Bunhill Row, London EC1Y 8YY ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ With a copy (not constituting notice) to: Equity Syndicate Desk; ▇▇▇▇▇ ▇▇▇▇▇▇▇ Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB For the attention of: Head of Equity Capital Markets ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International plc, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ provided that a Party may change its notice details on giving notice to the other Parties of the change in accordance with this clause 8.2.