OMITTED AND FILED SEPARATELY WITH THE COMMISSION. STRATEC Development Agreement Signature version committee which shall consist of six members, three to be appointed by STRATEC and three to be appointed by QUOTIENT. The Steering Committee shall supervise the performance by the Parties of their obligations in respect of the program, as set out in this Agreement. Each Party to this Agreement may substitute its appointed members by providing written notice of the same to the other Party. The Steering Committee can, if necessary and upon mutual consent, have employees and/or consultants of either Party attend its meetings to be consulted on certain issues.
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. STRATEC Development Agreement Signature version patent claims not considered patentable outside the U.S.), by the European Patent Office, or the German Patent Office, (ii) copyright, or (iii) trade secret of any third party, all published or validly in existence as of the Effective Date, as a direct result of any claim of infringement of any such patent, copyright or misappropriation of any trade secret related to STRATEC deliverables under this Agreement. The foregoing indemnification obligations shall not apply to the extent that any Losses are the result of QUOTIENT’S breach, gross negligence, recklessness or willful and wanton conduct. STRATEC’s indemnity obligation under this Section shall not extend to claims based on: (i) an unauthorized modification of the Instrument or its included software made by QUOTIENT where the software or Instrument without such modification would not be infringing, (ii) QUOTIENT’S agreed upon technical contribution during the course of development under this Agreement (“Technical Contribution”) where the Instrument or software without such QUOTIENT’S Technical Contribution would not be infringing; or (iii) QUOTIENT’S use of superseded or altered version of any Instrument or software if infringement would have been avoided by the use of subsequently revised software or Instrument and provided such new software has been provided to QUOTIENT.
OMITTED AND FILED SEPARATELY WITH THE COMMISSION which such claim is presented in view of United States patent applications [***] and [***], Licensee will use reasonable efforts to eliminate the basis for the double patenting rejection and if necessary to eliminate the rejection, License will withdraw such claim.
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. “Warranted Products”), solely for purposes of making or having made Warranted Products and supporting its customers’ use of Warranted Products, to the extent any of the foregoing activities would, absent the license granted to Licensor under this Section, infringe any or all of the patents within the Patent Rights. Included within the scope of this license is a perpetual covenant by Licensee not to xxx Licensor or its customers for patent infringement on the Warranted Products. Such license shall commence upon the Effective Date and continue through the expiration of the last to expire warranty period of Warranted Products.
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. PROCESS DESCRIPTION PROCESS DESCRIPTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION extinction coefficients (at [*]) for MGB reagents.
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. 4574.25US08 United States of America Infusion Pump System With Disposable Cartridge Having Pressure Venting and Pressure Feedback 13/271,156 10/11/2011 US 8,298,184 10/30/2012 4574.25EP Europe Infusion Pump System With Disposable Cartridge Having Pressure Venting and Pressure Feedback 10805076.6 07/29/2010 EP 2459251 03/12/2014 (DE, FR, GB) [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 4576.23US01 United States of America (in-licensed) Insulin Pump Having Missed Meal Bolus Alarm 10/087,460 02/28/2002 US 6,744,350 06/01/2004
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. If an Infringement Claim has been made, or in CoreLogic’s opinion is likely to be made, CoreLogic may, at its sole option and expense, either: (i) procure for Customer the right to continue using the Service; or (ii) replace or modify the Service so that it becomes non-infringing. If neither of the foregoing options is reasonably available, CoreLogic may immediately terminate both Parties’ respective rights and obligations under this Agreement with regard to the Service, and refund to Customer a pro-rata amount of any prepaid Fees actually paid by Customer for the unused portion of such Service. For the avoidance of doubt, nothing in this Section 9.1(b) will relieve or release CoreLogic from any indemnity obligations owed to Customer in Section 9.1(a).
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. 2(c) in making a Shire ZF Compound, [***] or Shire ZF Product, or (c) part of, used to implement, or directly related to zinc finger technology and useful to practice the licenses granted herein. For the avoidance of doubt, the Sangamo Know-How does not include any Patent Rights. Notwithstanding anything in this Agreement to the contrary, in the event of a Change of Control of Sangamo, the Sangamo Know-How shall not include any Know-How that is (i) owned or controlled by a Third Party described in the definition of “Change of Control” prior to the closing of such Change of Control, (ii) developed after such Change of Control without the use of the Sangamo Know-How in existence prior to the closing of such Change of Control, or (iii) developed after such Change of Control and not directly related to zinc finger technology. Notwithstanding the foregoing, Sangamo Know-How shall not include any Know-How licensed to Sangamo or its Affiliates by a Third Party unless (A) such Know-How can be sublicensed by Sangamo to Shire free of any financial or other material obligation owing to the Third Party as a result of such sublicense to Shire or (B) such Know-How is licensed pursuant to a Third Party License.
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. 1320a- 7b(a)), the criminal Health Care Fraud laws (18 U.S.C. §§ 286, 287, 1347, 1349), the PDMA, the Patient Protection and Affordable Care Act of 2010 (42 X.X.X , § 00000 et seq.), the Federal Sunshine Law, the Generic Drug Enforcement Act of 1992 (21 U.S.C. § 335a et seq.), the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. §§ 1320d et seq.) as amended by the Health Information Technology for Economic and Clinical Health Act (42 U.S.C. §§ 17921 et seq.), the exclusion laws (42 U.S.C. § 1320a-7), Medicare (Title XVIII of the Social Security Act), Medicaid (Title XIX of the Social Security Act), state and federal licensure laws, the regulations promulgated pursuant to such laws, the FCPA and other laws relevant to fraud, waste and abuse, anti-corruption and bribery, racketeering, money laundering or terrorism, and any other state or federal law similar to the foregoing.
