Retained Contracts. 1. Non-Exclusive Biological Material License Agreement by and between American Type Culture Collection (ATCC) and Biogen MA Inc., effective August 12, 2015 (the “ATCC Agreement”).
Retained Contracts. Amended and Restated Exclusive License Agreement The Board of Trustees of the Xxxxxx Xxxxxxxx Junior University and Company dated January 27, 2014 • Notice of Award from National Heart, Lung, and Blood Institute to Company dated August 7, 2013, revised March 4, 2014 • Institutional Review Board Authorization Agreement between Western Institutional Review Boards and Company dated December 11, 2013 • Agreement for Inter-Institutional Transfer of Human Tissue Samples between The Board of Trustees of the Xxxxxx Xxxxxxxx Junior University and Company dated March 22, 2011 • Material Transfer Agreement (Assurance Form) for Human Cell Lines, Somatic Cell Hybrids, and DNA Samples between the Xxxxxxx Institute for Medical Research and Company dated January 29, 2014 • Agreement for Transfer of Human Tissue Samples between The Board of Trustees of the Xxxxxx Xxxxxxxx Junior University and Company dated January 29, 2014 • Agreement for Transfer of Human Tissue Samples between The Board of Trustees of the Xxxxxx Xxxxxxxx Junior University and Company dated December 7, 2013 • Material Transfer Agreement between Company and Emory University dated June 25, 2012 • Contract for Custom Wordpress Website Development between Company and bkmacdaddy designs dated August 1, 2012 • Work Order Number Immu-Alpha-01 between Compassites Software Solutions Pvt Ltd and Company dated May 28, 2011 • Nondisclosure Agreement between Company and Cloudera dated February 22, 2013 • Quote for Services letter from Company to University of Texas at Austin dated September 20, 2012 • Scientific Collaboration Agreement between Company and Fluidigm Corporation dated February 25, 2011, as amended February 22, 2012 • Sponsored Research Agreement between Molecular Medicine Research Institute and Company dated April 18, 2011, as amended June 1, 2011, June 20, 2011, December 1, 2011, February 1, 2012, February 1, 2012, June 25, 2012, December 1, 2012, and January 1, 2013 • Agreement for Services Related to Blood Components for In-Vitro Investigational Use between Company and Stanford Blood Center dated February 3, 2014 • Agreement for Services Related to Blood Components for In-Vitro Investigational Use between Company and Stanford Blood Center dated July 21, 2011 • Customer Service Agreement between Company and TriNet HR Corporation dated May 16, 2011, as amended May 10, 2011 and TriNet Services Requisition Form between Company and TriNet HR Corporation dated August 30, 2013 • Each Retained CDA EXHIBIT 1....
Retained Contracts. All Retained Contracts are in good standing and Seller has not taken any actions (or omitted or failed to take any actions) which would result in a breach of any of such Retained Contracts.
Retained Contracts. None (d)
Retained Contracts. 16 5.7 Marketing. .............................................. 16 5.8
Retained Contracts. Either VHA or UHC may at any time elect to put their respective Retained Contracts on the Novation Exchange. If the posting on the Novation Exchange is merely informational and Members are not able to purchase, rent or lease Products covered by such Retained Contracts through the Exchange, no fees shall be paid for such posting. If during the Term, Novation Signs-up the Suppliers under such Retained Contracts, such contracts shall then become subject to Section 8.
Retained Contracts. Seller and Selling Affiliates shall retain responsibility for any agreement that includes both the Divested Products and other out-of-scope products and services and is structured in a manner that such content cannot reasonably be segregated (each, a “Retained Contract”). The Retained Contracts are indicated in Schedule 2.1(b). Buyer and the Buying Affiliates shall perform the obligations of, and receive the benefits due (less a Management Fee) to, Seller as it relates to the Divested Products under each Retained Contract (the “Buyer Portion of a Retained Contract”) as a subcontractor pursuant to the terms of the Subcontracted Services Agreement until the expiration or termination of its then-current term. On or about expiration or termination, Buyer and the Buying Affiliates may engage directly with the customer to negotiate a renewal agreement between Buyer or the Buying Affiliate and the customer for the Divested Products. Seller shall not renew or extend the Buyer Portion of a Retained Contract beyond its current term in effect as of the Closing Date.
Retained Contracts. Retained Contracts" shall mean the Distributor Contracts and any of the Existing Contracts identified on the Disclosure Schedule as being retained by the Sellers and not being assumed by the Buyer.
Retained Contracts. Any and all rights and obligations of the Asset Seller under and relating to the Contracts set forth in Schedule 1.3.2(d) (collectively, the “Retained Contracts”);
Retained Contracts. The parties acknowledge that Seller and/or its Subsidiaries are parties to Contracts that are not being assigned to Buyer hereunder at the Closing that contain non-disclosure, non-solicitation, non-competition, assignment of inventions and/or similar provisions (each, a “Restrictive Provision”) in favor of, or that benefit, in whole or in part, the Business (collectively, the “Retained Business Contracts”). For a period of three (3) years after the Closing, (i) upon the request of Buyer, Seller shall provide copies of all Retained Business Contracts to Buyer and (ii) if Buyer or Seller discovers a breach of any Restrictive Provision by a Person subject to such Restrictive Provision (Seller shall provide written notice to Buyer of any such breach promptly after its discovery thereof), Seller shall, or shall cause its Subsidiaries to, upon the written request of Buyer, assign to Buyer any rights under such Restrictive Provision without further consideration; provided, however, that any such assignment need not be exclusive unless failure of such assignment to be exclusive would impair Buyer’s rights under such Restrictive Provision following such assignment; and provided, further, if in the judgment of Buyer any such assignment would constitute a breach thereof or would be ineffective, would affect adversely the rights of Buyer under such Restrictive Provision or would violate or be unenforceable under any applicable Law, then Seller shall, and shall cause its Subsidiaries to, (A) use commercially reasonable efforts to obtain any requisite consent to assignment if requested by Buyer and (B) if such consent is not obtained or if Buyer elects not to have such Restrictive Provision assigned for any of the reasons set forth in the foregoing proviso, take any and all commercially reasonable action necessary to enforce such Restrictive Provision on behalf of Buyer at the direction and cost of Buyer. If Seller or any of its Subsidiaries is required to enforce a Restrictive Provision in accordance with the foregoing clause (B), the parties shall work in good faith to establish reasonable processes governing the obligations of Seller and the cooperation between the parties with respect thereto.
