Ultragenyx Sample Clauses

Ultragenyx has all rights applicable necessary to grant the options and licenses under the Ultragenyx Intellectual Property and rights of cross-reference under Regulatory Materials, in each case, that it grants to Takeda in this Agreement. For the duration of the Term, Ultragenyx shall not, and shall cause its Affiliates not to, grant to any Third Party rights in the Takeda Field in the Territory or the Licensed Field in the Takeda Territory, as applicable, that encumber, diminish or conflict with the rights granted to Takeda hereunder with respect to the Ultragenyx Intellectual Property, Joint Intellectual Property or Regulatory Materials.
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Ultragenyx. The Institution: The Physician Ultragenyx Pharmaceutical Inc. 00 Xxxxxxxx Xxxxx Novato, California 94949 Attn: Department Manager, Global Medical Affairs & Ultra Programs, EAP & IST With a copy to: Legal Department Instituto Nacional de Ciencias Médicas y Nutrición Xxxxxxxx Xxxxxxx. Xxxxxxx Xxxxx xx Xxxxxxx Número 15, Colonia Xxxxxxxxx Xxxxxxxxx Sección XVI, Alcaldía Tlalpan, P.C. 00000, Xxxxxx Xxxx. XXXXXXX XXXXXX XXXX XXXXXXXX. Xxxxxxx Xxxxx xx Xxxxxxx Número 15, Colonia Xxxxxxxxx Xxxxxxxxx Sección XVI, Alcaldía Tlalpan, P.C. 00000, Xxxxxx Xxxx.
Ultragenyx shall reasonably and timely support Xxxxxxxxxx as required to perform and to facilitate the proper provision of the Services and Ultragenyx shall deliver to Xxxxxxxxxx, DDP Xxxxxxxxxx’x facility at Laupheim (Incoterms 2010), as of the Effective Date all Ultragenyx Materials and such other physical materials that are under Ultragenyx’s custody, control, ownership or influence that are necessary for Xxxxxxxxxx’x performance of the Services including without limitation those materials identified in Schedule One. Ultragenyx shall at its own cost upon reasonable notice deliver to Xxxxxxxxxx further samples of such materials as are reasonably necessary and requested by Xxxxxxxxxx during the Term of this Agreement to facilitate Xxxxxxxxxx’x proper performance of the Services. Ultragenyx shall inform Xxxxxxxxxx’x incoming goods department (xxxx- xxxxxxxx@xxxxxxxxxx.xx) and the project manager of any delivery to be made according to this Section 3.1 at least [***] Business Days before any such delivery to Xxxxxxxxxx is triggered. Xxxxxxxxxx acknowledges that the Ultragenyx Materials may have biological properties that are unpredictable and unknown at the time of transfer. However, Ultragenyx confirms that it has provided all safety [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. data and information available to Ultragenyx that are responsive to Xxxxxxxxxx’x safety requirements pertaining to the Cell Line and the Ultragenyx Materials, as set forth on Schedule One. Ultragenyx represents and warrants that, to Ultragenyx’s knowledge, the Ultragenyx Material will not be contaminated and will not have hazardous properties except as disclosed in such safety data and information from Ultragenyx, provided that Ultragenyx has tested the material in accordance with the corresponding provisions in Schedule Two. Additionally, Ultragenyx will provide Xxxxxxxxxx with any further data coming to Ultragenyx’s knowledge regarding the safety of the Ultragenyx Materials.

Related to Ultragenyx

  • Baxter and Nexell shall cooperate in any action taken by a third party solely involving a nullity action, opposition, reexamination or any other action taken by such third party alleging the invalidity or unenforceability of any Licensed Intellectual Property. Both parties agree to share equally in the cost of the defense of such Licensed Intellectual Property.

  • Licensee Licensee represents and warrants that:

  • Licensor any Person from whom a Grantor obtains the right to use any Intellectual Property. Lien: any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on common law, statute or contract, including liens, security interests, pledges, hypothecations, statutory trusts, reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Property. Lien Waiver: an agreement, in form and substance satisfactory to Collateral Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Collateral Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for Collateral Agent, and agrees to deliver the Collateral to Collateral Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Collateral Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Collateral Agent upon request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Collateral Agent the right, vis-à-vis such Licensor, to enforce Collateral Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License.

  • Sublicensees Licensee shall have the full right (but not the obligation) to sublicense those rights granted to it under Section 2.1 to a Third Party (a “Sublicensee”); provided, however, that, prior to the payment of the first milestone pursuant to Section 7.2, Licensee may not grant any such sublicense to any contract research organization conducting Clinical Trials of Products or any Third Parties conducting contract Manufacturing activities without Licensee’s prior written notice (at least twenty (20) Business Days in advance) to Lilly, which shall include a description of the rights to be granted and the purpose therefor, the identity of the Third Party and the countries involved, and Lilly’s prior written consent, but such consent shall only be required (i) until such time as Licensee is the holder of record for the Regulatory Materials related to Taladegib and (ii) to the extent such organization is not performing services for Licensee as of the Effective Date; and provided further, that Licensee shall remain responsible for the performance by any of its Sublicensees. With respect to any Sublicensee granted a sublicense to any Commercialization rights hereunder, Licensee shall ensure that each of its Sublicensees accepts in writing all applicable terms and conditions of this Agreement, including the non-compete, reporting, audit, inspection and confidentiality provisions hereunder. Each Sublicensee shall also be prohibited from further sublicensing. For the avoidance of doubt, (a) Licensee will remain directly responsible for all amounts owed to Lilly under this Agreement, and (b) each Sublicensee is subject to the negative and restrictive covenants set forth in Sections 2.3.1 and 2.5, respectively. Licensee hereby expressly waives any requirement that Lilly exhaust any right, power or remedy, or proceed against a subcontractor, for any obligation or performance hereunder prior to proceeding directly against Licensee.

  • Sublicensee The term “

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • API If the Software offers integration capabilities via an API, your use of the API may be subject to additional costs or Sage specific policies and terms and conditions (which shall prevail in relation to your use of the API). You may not access or use the API in any way that could cause damage to us or the Software, or in contravention of any applicable laws. We reserve the right in our sole discretion, to: (i) update any API from time to time; (ii) place limitations around your use of any API; and (iii) deny you access to any API in the event of misuse by you or to otherwise protect our legitimate interests.

  • Manufacturing Technology Transfer With respect to each Technology Transfer Product, upon AbbVie’s written request after the Inclusion Date for the Included Target to which such Technology Transfer Product is Directed, Morphic shall effect a full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party manufacturer) of all Morphic Know-How and Joint Know-How relating to the then-current process for the Manufacture of such Technology Transfer Product (the “Manufacturing Process”) and to implement the Manufacturing Process at facilities designated by AbbVie (such transfer and implementation, as more fully described in this Section 5.3, the “Manufacturing Technology Transfer”). To assist with the Manufacturing Technology Transfer, Morphic will make its personnel reasonably available to AbbVie during normal business hours for up to [***] FTE hours with respect to each Included Target (in each case, free of charge to AbbVie) to transfer and implement the Manufacturing Process under this Section 5.3. Thereafter, if requested by AbbVie, Morphic shall continue to perform such obligations; provided, that AbbVie will reimburse Morphic for its full-time equivalent (FTE) costs (for clarity, in excess of [***] FTE hours) and any reasonable and verifiable out-of-pocket costs incurred in providing such assistance. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

  • Licensed Product “Licensed Product” shall mean any article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights. For clarity, a “Licensed Product” shall not include other product or material that (a) is used in combination with Licensed Product, and (b) does not constitute an article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights.

  • Collaboration We believe joint effort toward common goals achieves trust and produces greater impact for L.A. County’s youngest children and their families.

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