Third Party Technology. The Company makes use of third party technology to collect information required for traffic measurement, research, and analytics. Use of third party technology entails data collection. We therefore would like to inform clients the Company enables third parties to place or read cookies located on the browsers of users entering the Company’s domain. Said third parties may also use web beacons to collect information through advertising located on the Company’s web site. Please note that you may change your browser settings to refuse or disable Local Shared Objects and similar technologies; however, by doing so you may be disabling some of the functionality of Company’s services.
Third Party Technology. Customer is hereby notified that third parties have licensed certain technology to Company, which is contained in the Software. Notwithstanding anything herein to the contrary, Customer hereby consents to the disclosure of Customer’s identity, and such other terms of this Agreement as necessary, to such third party licensors for the purpose of enabling Company to comply with the terms and conditions of such third party licenses. Any such Customer information will be provided pursuant to an obligation of confidentiality and nondisclosure at least as stringent as that imposed by this Agreement.
Third Party Technology. The assignment of any applicable license agreements with respect to Third Party Technology are set forth in the General Assignment and Assumption Agreement.
Third Party Technology. (i) Section 3.16(b) of the Company Disclosure Schedule sets forth a list of all material software and databases used by the Company or any of its subsidiaries or for which the Company or any of its subsidiaries does not own all right, title and interest (collectively, the "Company Third Party Technologies"), and all license agreements or other contracts pertaining thereto (the "Company Third Party Licenses"), indicating, with respect to each of the Company Third Party Technologies listed therein, the owner thereof and the Company Third Party License applicable thereto, in each case other than commercially available software and the "shrinkwrap" licenses ancillary thereto. The Company or one of its subsidiaries has the lawful right to use (free of any material restriction not expressly set forth in Company Third Party Licenses) (x) all Company Third Party Technology that is incorporated in or used in the development or production of Company Technology, and (y) all other Company Third Party Technology necessary for the conduct of the business of the Company and its subsidiaries as now conducted, except where such failure to obtain such lawful right could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(ii) All the Company Third Party Licenses are valid, binding and in full force and effect subject to the effect of applicable bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally and to general principles of equity. Each other party thereto has performed in all material respects their obligations thereunder, and neither the Company nor any of its subsidiaries, or, to the Company's knowledge, any other party thereto, is in default under any of the Company Third Party Licenses, nor has there occurred any event or circumstance which with notice or lapse of time or both would constitute a default or event of default on the part of the Company or any of its subsidiaries or any other party thereto or give to any other party thereto the right to terminate or modify any Company Third Party License. Neither the Company nor any of its subsidiaries has received notice that any party to any Company Third Party License intends to cancel, terminate or refuse to renew (if renewable) such Company Third Party License or to exercise or decline to exercise any option or right thereunder.
Third Party Technology. All Participants acknowledge that other Participants use technology solutions, applications, interfaces, software, platforms, clearinghouses, and other IT resources to support exchange of Health and Social Services Information that may be provided by third parties (“Third-Party Technology”). Each Participant shall have agreements in place that require Third-Party Technology vendors (i) to provide reliable, stable, and secure services to the Participant and (ii) to adhere to the same or similar privacy and security standards applicable to the Participant pursuant to this Agreement. However, all Participants acknowledge that Third-Party Technology may be interrupted or not available at times and that this could prevent a Participant from transmitting Health and Social Services Information. Participants do not make any representations or warranties as to their Third-Party Technology.
Third Party Technology. The Software may contain embedded third-party technology (“Third-party Materials”). Such Third-party Materials are licensed for use solely with the Software. Third-party Materials are provided subject to the applicable third- party terms of use (“ToU”). Company agrees to abide by the ToU and/or to obtain any additional licenses that may be required to use the Third-party Materials.
Third Party Technology. If a Party identifies (or if a Third Party notifies a Party of) any Patent owned or controlled by a Third Party that it reasonably believes Covers the Development, Commercialization, other use or manufacture (including processing) of any Product for use in the Field in the Territory, then such Party (the “Noticing Party”) shall provide notice of such Third Party’s Patent to the other Party (the “Noticed Party”) through the Noticed Party’s members on the JSC. In addition, the Noticing Party shall disclose to the Noticed Party through its members on the JSC other relevant information with respect to such Third Party Patent in the Noticing Party’s control; provided that prior to the disclosure of such information, the Parties shall enter into a joint interest agreement in order to protect the attorney-client and other similar privileges and confidentiality with respect to such matters on standard and customary terms and conditions (any, a “Joint Interest Agreement”). In such case, the JSC shall promptly (and in no case later than thirty (30) days after the date of such notice) meet to determine the appropriate strategy(ies) with respect to such Third Party Patent (including seeking appropriate licenses or other rights or developing appropriate work arounds with respect thereto). In the event the JSC agrees to seek a license or other right under such Patent from the Third Party, Angioblast shall take the lead with respect thereto; however, it shall keep Cephalon reasonably informed with respect to the negotiation of any such license or right including notifying Cephalon in advance of meetings with such Third Party and allow Cephalon to reasonably participate therein. Additionally, Angioblast shall provide Cephalon a copy of any proposed agreement with respect to such Patent prior to its execution for its review and comment, and Angioblast will consider such comments in good faith. Angioblast shall ensure that under any such agreement it will Control (in accordance with Section 1.19) such Patent so that such Patent shall be an Angioblast Patent for purposes of this Agreement. Each Party shall be responsible [***] of all amounts payable to such Third Party as a result of Angioblast’s entering into such license agreement or either Party’s exercise of any rights under such Patents (including any milestones and royalties) in accordance with the terms and conditions of this Agreement.
Third Party Technology. Client will be responsible for securing all licenses for third party technology necessary for Granicus to perform the Services (including the right for Granicus to use such technology) and will be responsible for the performance of any third-party providing goods or services to Client related to the Services, including such third party’s cooperation with Granicus.
Third Party Technology. Service Provider agrees to reasonably assist and cooperate with Novation, VHA, UHC and HPPI in their efforts to obtain, within ninety (90) days after the Effective Date of this Agreement, a non-exclusive sublicense for each of Novation, VHA, UHC and HPPI to use, and sublicense the Third Party Technology to Participating Members solely for the purposes of operating the GHX Exchange and distributing the Client Software as necessary for such operation in accordance with these terms. Service Provider shall not be required to assume any additional fees or costs in connection with its obligations under this section, and Novation, VHA, UHC and HPPI shall be responsible for all license fees and costs, including attorney fees, associated with obtaining such rights from such Third Party Technology providers.
Third Party Technology. (a) In the event that GenVec acquires any rights to intellectual property or technology for its general corporate research and development activities which are useful for the Research Program, GenVec shall pay any costs attributable to the general use of the same; provided, GenVec shall have no obligation to acquire with respect to any such intellectual property or technology (i) the right to sublicense to Fuso any such intellectual property or technology, or (ii) any rights relating to the commercialization of Collaboration Products or any other products.
(b) In the event that it is necessary for GenVec to acquire a license or GenVec has acquired a license from a third party specifically for intellectual property or technology necessary or useful for the conduct of the Research Program and/or the commercialization of Collaboration Products, GenVec and Fuso shall negotiate and agree on the amounts that each party will be responsible for paying to such third party with regard to such a license, and for the expenses of negotiating and preparing any such license. In the event that the parties are unable to agree on such amounts, GenVec shall have no obligation to acquire such license and shall have no liability under this Agreement for not acquiring such a license. It is understood and agreed that GenVec shall have the principal responsibility for negotiating such agreements unless otherwise agreed by the parties. In negotiating such agreements, GenVec shall use reasonable efforts to reach an agreement which is as favorable as possible to both GenVec and Fuso. GenVec shall report to Fuso on the progress of such negotiations on a timely basis.
