Licensee will use the SDK only in accordance with all accompanying documentation, in the manner expressly permitted by this Agreement, and Licensee use of the SDK, and the marketing, sales and distribution of the Applications, will be in compliance with all applicable laws and regulations. Licensee will not develop any Application or Niche Application which would commit or facilitate the commission of a crime, or other tortious, unlawful, or illegal act.
Licensee will. 11.3.1 [*] from the Effective Date;
Licensee will i) Follow established procedures as to guests and visitors and be held responsible for their guests’ and visitors’ conduct;
Licensee will. (i) conduct business in a manner that reflects favorably at all times on the Synapse Software and the good name, goodwill and reputation of Licensor; (ii) make no false or misleading representations with regard to Licensee’s relationship to Licensor or the Synapse Software; (iii) make no representations, warranties or guarantees to Customers or to the trade with respect to the specifications, features or capabilities of the Synapse Software that are not contained in the Documentation; and (iv) ensure that all Licensee employees are provided competent training as to the use of the Synapse Software.
Licensee will. (i) comply with all applicable laws, statutes, regulations, and ordinances; (ii) only use the Products for legitimate business purposes; (iii) not use the Products to construct or transmit Malware;(iv) comply with the applicable terms contained in the Solution Rider; and (v) ensure that security controls are not circumvented by its acts or omissions.
Licensee will. (a) be responsible for all reporting under this Schedule to the relevant regulatory authority in the Territory including reporting, where applicable, of any international case reports forwarded by Cellegy;
Licensee will. Integrate the SDK for its public APIs into the current Palm OS platform environment used for development. Currently this is CodeWarrior for Palm OS Platform. • Provide Licensee’s SDK to Palm for posting on the Support Site. Development Programs Palm will: • Provide URL links and/or information about certain Licensee programs for Palm OS platform developers on the Support Site. • Provide access to Palm OS platform communication vehicles, such as the monthly electronic developer newsletter. Licensee will: • Where Licensee has a web site for developers, it will provide URL links to and/or information about Palm developer programs. Development Training Palm will: • Where Licensee provides its own public APIs, Palm may consider, in its sole discretion, adding training modules for those APIs to the “Palm OS® Programming” development training courseware. • Licensee will: • Where Palm elects to develop training modules for Licensee’s public APIs, Licensee will: • Provide units, required infrastructure and documentation (interim or otherwise) to the Palm course developers creating the module. • Provide resources to review the training modules for technical accuracy. These resources to include development engineers responsible for the creation of the APIs, code level technical support engineers responsible for supporting such APIs and appropriate trademark and legal review.
Licensee will. (a) prepare and file with the SEC a registration statement with respect to the Registrable Securities, and use its reasonable best efforts to cause such registration statement to become and remain effective until the Registrable Securities are freely salable without the volume limitations of Rule 144;
Licensee will. (a) make translations of the XXXx and other documentation, if so requested by the regulatory authorities in the Territory; (b) after the transfer of the respective Marketing Approval, be the first point of contact with the regulatory authorities CONFIDENTIAL TREATMENT HAS BEEN GRANTED FOR THE REDACTED PORTIONS OF THE AGREEMENT THAT ARE MARKED WITH ASTERISKS AND BRACKETS ([***]). A COMPLETE COPY OF THIS AGREEMENT, INCLUDING THE REDACTED PORTIONS, HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. in each country in the Territory and will use commercially reasonable efforts to maintain such Marketing Approval during the Term; (c) provide to POZEN documentation for post-Marketing Approval changes for submission to the MCA where necessary, including but not limited to new formulations, line extensions, new packaging, new dosage strengths, and new indications; and (d) subject to the diligence requirements set forth in Section 7 of this Agreement, perform the actions required to obtain pricing or reimbursement approval of a Product in each country of the Territory. For the avoidance of doubt, but subject to the diligence requirements set forth in Section 7 of this Agreement, Nycomed grants no warranties for the obtainment of reimbursement. Licensee further agrees that it will not amend any Marketing Approval in the Territory without POZEN’s prior written consent. Each Party shall cooperate in good faith with the other Party’s efforts to obtain supplementary protection certificates for the Product in Europe. In the case of Licensee, such cooperation will include, without limitation, promptly providing POZEN with a complete copy of each MAA filed, and Marketing Approval obtained, in the Territory (to the extent POZEN does not already possess a complete copy of such MAA or Marketing Approval).
Licensee will reimburse The Regents for all past, present and future costs of preparing, filing, prosecuting and maintaining the United States and foreign patent applications, including costs for interference and opposition proceedings. All such costs incurred by The Regents prior to the execution of this Agreement will be due upon execution of this Agreement and will be payable at the time that the license issue fee is due and owing. The Licensee will reimburse The Regents for all other costs and charges within 30 days after Licensee's receipt of an itemized invoice from The Regents stating such cost.
