Ilex Sample Clauses

Ilex. ILEX shall use reasonable efforts to cause GSK to agree to amend ---- Section 11.5 of the Original License Agreement or otherwise enter into a binding agreement in form and substance reasonably satisfactory to Paralex and its counsel (the "GSK Amendment") as promptly as practicable so that GSK would be contractually obligated to (i) continue this Agreement in the event that the original License Agreement terminates for reasons other than the expiration of ILEX'S LICENSE AND OPTION AGREEMENT 12/20/2001 obligation to pay royalties to GSK thereunder or (ii) consent to any assignment by ILEX to Paralex of the Original License Agreement.
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Ilex. As of the Effective Date, ILEX represents that (a) it owns and ---- possesses adequate and enforceable rights to license and sublicense all of the ILEX Know--How, the ILEX Trademark and other intangible property, including, but not limited to, all of ILEX'S rights, obligations and duties under the Original License Agreement (collectively the "Proprietary Rights") licensed and sublicensed or proposed to be licensed and sublicensed to Paralex under this Agreement; (b) to the best of its knowledge, it has taken all action necessary to protect its Proprietary Rights, including, but not limited to, the payment of all applicable maintenance fees, annuity payments, taxes and any other costs required by applicable law or regulation required to maintain the patent and trademark rights in full force and effect; (c) it has not received any notice of, and there are no facts known to ILEX that indicate the existence of (i) any infringement or misappropriation by any Third Party of any of the Proprietary Rights or (ii) any claim by a Third Party contesting the validity of any of the Proprietary Rights; (d) it has not received any notice of any infringement, misappropriation or violation by ILEX or any of its employees of any Proprietary Rights of Third Parties, and to the best of its knowledge, neither ILEX nor any of its employees have infringed, misappropriated or otherwise violated any Proprietary Rights of any Third Parties; (e) neither the execution nor delivery of this Agreement conflicts with or will conflict with or result in a material breach of (i) the terms, conditions or provisions of, or constitute a default under, the Original License Agreement; (ii) ILEX'S Certificate of Incorporation, as a amended, or its Bylaws; (iii) any law, ordinance, regulation, order, writ, injunction or decree of any court or administrative agency; or (iv) any other contract, agreement, license, authorization, covenant or instrument under which ILEX or any of its employees are now obligated; and (f) it is not aware of any receipt by GSK or WFL of (i) any notice of infringement, misappropriation or violation by GSK or WFL or any of their employees of any Proprietary Rights of Third Parties or (ii) any claim by a Third Party contesting the validity of any of GSK's or WFL's intellectual property related to the GSK Know-How. Schedule 1.9 hereof contains a true, correct and complete copy of the Original License Agreement. The Original License Agreement has been duly and validly authori...
Ilex is a corporation duly incorporated and validly existing as a corporation and (to the extent applicable) in good standing under the laws of Delaware with the corporate power to own, lease and operate its properties and to carry on its business as now conducted.
Ilex upon 90 days prior written notice to MMD, may terminate this Agreement with or without cause.

Related to Ilex

  • Cornerstone shall notify the LLC and confirm such advice in writing (i) when the filing of any post-effective amendment to the Registration Statement or supplement to the Prospectus is required, when the same is filed and, in the case of the Registration Statement and any post-effective amendment, when the same becomes effective, (ii) of any request by the Securities and Exchange Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for additional information and (iii) of the entry of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceedings for that purpose, and, if such stop order shall be entered, Cornerstone shall use its best efforts promptly to obtain the lifting thereof.

  • Executive Director (a) The HMO must employ a qualified individual to serve as the Executive Director for its HHSC HMO Program(s). Such Executive Director must be employed full-time by the HMO, be primarily dedicated to HHSC HMO Program(s), and must hold a Senior Executive or Management position in the HMO’s organization, except that the HMO may propose an alternate structure for the Executive Director position, subject to HHSC’s prior review and written approval.

  • S&P Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., or its successor.

  • Asset Management Supplier will: i) maintain an asset inventory of all media and equipment where Accenture Data is stored. Access to such media and equipment will be restricted to authorized Personnel; ii) classify Accenture Data so that it is properly identified and access to it is appropriately restricted; iii) maintain an acceptable use policy with restrictions on printing Accenture Data and procedures for appropriately disposing of printed materials that contain Accenture Data when such data is no longer needed under the Agreement; iv) maintain an appropriate approval process whereby Supplier’s approval is required prior to its Personnel storing Accenture Data on portable devices, remotely accessing Accenture Data, or processing such data outside of Supplier facilities. If remote access is approved, Personnel will use multi-factor authentication, which may include the use of smart cards with certificates, One Time Password (OTP) tokens, and biometrics.

  • Business Partners Red Hat has entered into agreements with other organizations (“Business Partners”) to promote, market and support certain Software and Services. When Client purchases Software and Services through a Business Partner, Red Hat confirms that it is responsible for providing the Software and Services to Client under the terms of this Agreement. Red Hat is not responsible for (a) the actions of Business Partners, (b) any additional obligations Business Partners have to Client, or (c) any products or services that Business Partners supply to Client under any separate agreements between a Business Partner and Client.

  • Shareholder Services Transfer Agent or its agent will investigate all inquiries from Shareholders of a Fund relating to Shareholder accounts and will respond to all communications from Shareholders and others relating to its duties hereunder and such other correspondence as may from time to time be mutually agreed upon between Transfer Agent and a Fund. Transfer Agent shall provide each Fund with reports concerning Shareholder inquires and the responses thereto by Transfer Agent, in such form and at such times as are agreed to by the Fund and Transfer Agent.

  • Surgery Services This plan covers surgery services to treat a disease or injury when: • the operation is not experimental or investigational, or cosmetic in nature; • the operation is being performed at the appropriate place of service; and • the physician is licensed to perform the surgery. Preauthorization may be required for certain surgical services. Reconstructive Surgery for a Functional Deformity or Impairment This plan covers reconstructive surgery and procedures when the services are performed to relieve pain, or to correct or improve bodily function that is impaired as a result of: • a birth defect; • an accidental injury; • a disease; or • a previous covered surgical procedure. Functional indications for surgical correction do not include psychological, psychiatric or emotional reasons. This plan covers the procedures listed below to treat functional impairments. • abdominal wall surgery including panniculectomy (other than an abdominoplasty); • blepharoplasty and ptosis repair; • gastric bypass or gastric banding; • nasal reconstruction and septorhinoplasty; • orthognathic surgery including mandibular and maxillary osteotomy; • reduction mammoplasty; • removal of breast implants; • removal or treatment of proliferative vascular lesions and hemangiomas; • treatment of varicose veins; or • gynecomastia. Preauthorization may be required for these services.

  • Stockholder Services (i) Manage services for and communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications;

  • Medical Director The Contractor shall employ the services of a Medical Director who is a licensed Indiana Health Care Provider (IHCP) provider board certified in family medicine or internal medicine. If the Medical Director is not board certified in family medicine, they shall be supported by a clinical team with experience in pediatrics, behavioral health, adult medicine and obstetrics/gynecology. The Medical Director shall be dedicated full-time to the Contractor’s Indiana Medicaid product lines. The Medical Director shall oversee the development and implementation of the Contractor’s disease management, case management and care management programs; oversee the development of the Contractor’s clinical practice guidelines; review any potential quality of care problems; oversee the Contractor’s clinical management program and programs that address special needs populations; oversee health screenings; serve as the Contractor’s medical professional interface with the Contractor’s primary medical providers (PMPs) and specialty providers; and direct the Quality Management and Utilization Management programs, including, but not limited to, monitoring, corrective actions and other quality management, utilization management or program integrity activities. The Medical Director, in close coordination with other key staff, is responsible for ensuring that the medical management and quality management components of the Contractor’s operations are in compliance with the terms of the Contract. The Medical Director shall work closely with the Pharmacy Director to ensure compliance with pharmacy-related responsibilities set forth in Section 3.4. The Medical Director shall attend all OMPP quality meetings, including the Quality Strategy Committee meetings. If the Medical Director is unable to attend an OMPP quality meeting, the Medical Director shall designate a representative to take his or her place. Notwithstanding the Medical Director ‘s sending of a representative, the Medical Director shall be responsible for knowing and taking appropriate action on all agenda and action items from all OMPP quality meetings.

  • SERVICES TO THE COMPANY In consideration of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue to serve as an officer, director, advisor, key employee or in any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected or appointed or retained or until Indemnitee tenders his or her resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee or in any other capacity of the Company, as provided in Section 17. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.

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