CAT Agreement definition
Examples of CAT Agreement in a sentence
IMPH acknowledges that CAT retains certain rights under the CAT Agreement with respect to prosecution and maintenance of certain iCo Patents owned or controlled by CAT, and IMPH understands and agrees that all the above provisions of this Section 9.3 are subject to all the terms, requirements or obligations of the CAT Agreement.
To iCo’s knowledge, the execution and delivery by iCo of this Agreement and the performance of its terms will not result in any material violation of, or be in conflict with or constitute, with or without the passage of time and/or giving of notice, a material default under, the CAT Agreement.
Merrimack acknowledges and agrees that Dyax shall be permitted to disclose this Agreement in confidence to CAT and XOMA to the extent reasonably necessary to comply with Dyax’s obligations pursuant to the CAT Agreement and XOMA Agreement.
In the event that the CAT Agreement is terminated by CAT in consequence of a default by iCo not related to or due to IMPH, then IMPH shall be entitled to approach CAT and request to enter into a license agreement with CAT and iCo shall use its reasonable best efforts, to the extent feasible, to provide that the CAT Agreement is terminated solely in connection with the Ocular Field.
In the event that the CAT Agreement is amended at any time in the future, iCo shall inform IMPH in advance of any amendment that likely will materially adversely affect IMPH’s rights hereunder and shall use good faith efforts to minimize or avoid any such adverse affect due to such amendment.
Unless the Parties otherwise agree (and except as otherwise provided in the CAT Agreement), IMPH shall have the right (but subject to the requirements of the CAT Agreement, as applicable), but not the obligation, to take such steps and actions, including filing a lawsuit enforcing the applicable iCo Product Patent, against such infringer with respect to the Field Infringement.
As required by the CAT Agreement, Merrimack agrees that CAT shall be a Third Party beneficiary of the sublicense under the CAT Product License and CAT shall have the right to enforce (including claim damages as a result of any breach) of such sublicense.
The Parties acknowledge that Merrimack derives independent and significant value from the agreements set forth in the CAT Agreement and may rely thereon and to that extent only shall have the right to enforce the provisions of Section 3.2(f)(ii) above and be a Third Party beneficiary for that purpose only.
Dyax agrees, at Merrimack’s request, to enforce the confidentiality and non-use provisions of the CAT Agreement and any CAT Product License against CAT if Merrimack reasonably believes that CAT has failed to adhere to such obligations with respect to any Merrimack Confidential Information that CAT learns through the CAT Gatekeeping Procedure set forth in Appendix B.
IMPH covenants and agrees that it and its Affiliates and Sub-IMPH shall fully comply with all the terms and conditions of the CAT Agreement in exercising such sublicense rights.