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or software without such QUOTIENT’S Technical Contribution would not be infringing; or (iii) QUOTIENT’S use of superseded or altered version of any Instrument or software if infringement would have been avoided by the use of subsequently revised software or Instrument and provided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 Processing of Changes with Customers Process Owner Project Manager Scope x Change Management ¨ Controlling ¨ Documentation ¨ Procurement Administration ¨ Procurement Added Value x Electronic Design x Firmware Design x Mechanical Design x Software Design x Spare Part Logistics x Production Engineering ¨ Health, Safety & Environ. ¨ IT x Key Account / Application ¨ Storage ¨ Machine Shop ¨ Human Resources ¨ Production x Production Team Manager x Production Planning x Project leader / BUL ¨ Verification Control Systems ¨ Control Systems Engineering ¨ Inspection Control Systems x QA & Reg. Affairs ¨ Quality Control ¨ Repairs ¨ System Verification ¨ Shipping ¨ Marketing ¨ Sales ¨ Administration ¨ Board of Management ¨ Goods Receiving Department ¨ Incoming Goods Inspection ¨ All Departments ¨ Others: PB035_Processing of Changes with Customers Version: 4.0 PAGE 1 OF 8 PROCESS DESCRIPTION Content 1 Introduction 3
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 [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Subsection 5.2(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. AND WHEREAS Nanogen, the parent corporation of Epoch, guaranteed Epoch’s obligations relating to the Minimum Royalty Payments under the First Agreement; AND WHEREAS in connection with the consummation of the transactions contemplated by the First Agreement, Assignor and DRT obtained the Licensee Acknowledgement (as defined below) and delivered the Licensee Direction (as defined below) to Licensee;
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. This Amended and Restated Development and Commercialization Agreement (this “AR Agreement”) is made and entered into on January 4, 2013 (the “Effective Date”) by and between Tandem Diabetes Care, Inc., a Delaware corporation, having a principal place of business at 00000 Xxxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxxx, Xxxxxxxxxx 00000 (“Tandem”) and DexCom, Inc., a Delaware corporation, having a principal place of business at 0000 Xxxxxxxx Xxxxx, Xxx Xxxxx, XX 00000 (“DexCom”). This AR Agreement amends and restates in its entirety that certain Development and Commercialization Agreement dated February 1, 2012 by and between DexCom and Tandem (the "Original Agreement").
OMITTED AND FILED SEPARATELY WITH THE COMMISSION o) extinction coefficients (at [*]) for MGB reagents.
