Atrix Technology definition
Examples of Atrix Technology in a sentence
In the event a Third Party commences, or threatens to commence, a judicial or administrative proceeding against a Party to this Agreement and such proceeding claims that the Atrix Technology or the Atrix Marks infringes such Third Party's intellectual property rights, the Party against whom such proceeding is threatened or commenced shall give prompt notice to the other Party.
Subject to the terms of this Agreement, Atrix hereby grants to CollaGenex an exclusive sublicense under the Atrix Technology to use, market, advertise, promote, distribute, offer for sale and sell, but not Manufacture, the Products in the Territory for use in the Field, without the right to sublicense.
Atrix represents and warrants that (a) no patent application within the Atrix Patent Rights is the subject of any pending interference, opposition, cancellation or other protest proceeding, and (b) to the best of its knowledge, the Atrix Technology does not infringe the intellectual property rights of any Third Party.
CollaGenex may settle any such claim so long as the terms of such settlement do not impair Atrix's rights hereunder or Atrix's rights in the Atrix Technology.
Notwithstanding the above, if such claim or proceeding relates to or arises from the actions, activities or omissions of CollaGenex other than the use by CollaGenex of the Atrix Technology or the Atrix Marks, then CollaGenex shall defend such claims or proceedings, at CollaGenex's sole expense, and CollaGenex shall indemnify Atrix for any liabilities, costs and expenses, including, without limitation, attorneys' fees, incurred with respect to such claim or proceeding.
Except as expressly set forth in this Agreement, nothing herein shall be construed as a representation or warranty by Atrix to CollaGenex that the Atrix Technology is not infringed by any Third Party, or that the practice of such rights does not infringe any published intellectual property rights of any Third Party.
Except as expressly set forth in this Agreement, nothing herein shall be construed as a representation or warranty by Atrix to Fujisawa that the Atrix Technology is not infringed by any Third Party, or that the practice of such rights does not infringe any published intellectual property rights of any Third Party.
Atrix may settle any such claim so long as the terms of such settlement do not impair Fujisawa's rights hereunder, increase the costs to Fujisawa hereunder or Fujisawa's rights in the Atrix Technology for the Product in the Territory or with Fujisawa's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
Fujisawa hereby covenants that it will use and practice the Atrix Technology in accordance with the terms and conditions of this Agreement and in material compliance with Applicable Laws.
Atrix and Fujisawa shall utilize the Atrix Technology to conduct research and development activities necessary to develop a Product with an initial indication for the topical treatment of acne pursuant to a detailed development program (the "Development Program") approved and adopted by the JDMC.