Cheil definition
Examples of Cheil in a sentence
With respect to all InterCell Improvements disclosed under this Section 5.2(ii), when InterCell has so promptly disclosed, InterCell will assign its rights in, to and under any such InterCell Improvements to Cheil and such InterCell Improvements shall be included under the terms and conditions of this Agreement, including without limitation the license grant to InterCell in Section 2.1.
If both VaccGen and Cheil elect not to defend or settle any proceedings for revocation described in Section 6.3(i) and (ii) within [***] after becoming aware of the revocation, then VaccGen shall immediately provide InterCell with written notice of such election and InterCell shall have the right, but not the obligation, to defend or settle such proceedings at its own cost and expense and entirely under its own direction and control.
VaccGen shall comply with all of the terms and conditions of, and shall maintain in full force and effect, the Cheil License Agreement.
InterCell shall sell the Vaccine in the Territory only and shall use its reasonable best efforts not to directly or indirectly sell, transfer, or in any way deliver the Vaccine to Korea, as exclusive rights to the Vaccine in Korea are retained by Cheil in accordance with the Cheil License Agreement.
VaccGen shall take or cause to be taken all such other actions, as InterCell may reasonably deem necessary or desirable, in order for InterCell to obtain the full benefit of Cheil’s agreement to indemnify InterCell, as VaccGen’s sublicensee, pursuant to Section 10.2 of the Cheil License Agreement.
In the event both VaccGen and Cheil decide not to participate in such revocation proceedings and InterCell assumes the responsibility for such proceedings in accordance with Section 6.3(iii), then the Royalty payments owed by InterCell to VaccGen under Section 3.3(i) shall be reduced from [***] to [***] and under Section 3.3(ii) shall be reduced from [***] to [***] in the country or countries where InterCell is defending such revocation proceedings.
VaccGen shall use its best efforts to allow InterCell to exercise all of the rights provided to it hereunder and represents and warrants that it has obtained all necessary consents to enter into this Agreement, including without limitation from Cheil and WRAIR, to the extent such consents are required.
Notwithstanding the foregoing, InterCell shall be entitled, but not obligated, to cure any alleged breach by VaccGen of the Cheil License Agreement and set-off the cost of such cure against amounts otherwise owed to VaccGen hereunder.
VaccGen shall reasonably consult with InterCell with respect thereto and raise InterCell’s comments and concerns thereto with Cheil.
At InterCell’s expense, VaccGen will, and will request Cheil to, reasonably assist InterCell in such actions or settlements if so requested by InterCell, and will lend its name, and request Cheil to lend its name, to such actions or settlements if requested by InterCell or required by law.