CLDA definition
Examples of CLDA in a sentence
AVRX shall indemnify, defend and hold harmless CLDA and its Affiliates, and each of its and their respective employees, officers, directors and agents (each, a “CLDA Indemnified Party”) from and against any Liability which the CLDA Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with any Third Party action or claim based upon the breach by AVRX of any covenant, representation or warranty contained in this Agreement.
Upon such assignment, CLDA shall assume the sole and exclusive responsibility, at its discretion, for the filing, prosecution, and/or maintenance (as the case may be) of such patent or patent application solely at its own expense.
CLDA, as a licensee of such rights under this Agreement, shall retain and may fully exercise any or all of its rights and elections under the Bankruptcy Code.
In consideration of the licenses granted to CLDA pursuant to Section 3.1, CLDA shall pay to AVRX a one-time access fee of One Million U.S. Dollars (US$1,000,000) simultaneously with the execution hereof.
Nothing in Section 3.1 is intended to limit or otherwise modify such Existing Third Party Licenses or to grant a license to CLDA that is inconsistent with the licenses granted or that AVRX is obligated to grant under such Existing Third Party Licenses, and the rights under the AvalonRx Technology granted to CLDA under Section 3.1 shall be construed in such a manner so as to preserve the scope and validity of such Existing Third Party Licenses.
Avalon and CLDA desire to amend the Term Note to extend the Maturity Date, as that term is defined in Section 4 of the Term Note, from March 31, 2009 to April 30, 2009.
Avalon and CLDA desire to amend the Term Note to extend the Maturity Date, as that term is defined in Section 4 of the Term Note, from April 30, 2009 to May 31, 2009.
Any material disputes or disagreements between AVRX and CLDA arising hereunder shall be referred to the Chief Executive Officer of AVRX and the Chief Legal Officer of CLDA or their designees for good faith resolution for a period of ninety (90) days.
AVRX (i) solely owns all AvalonRx Technology (other than In-Licensed IP (as defined in Section 1.2)), free and clear of all liens, charges and encumbrances, either written, oral, or implied, that would affect the rights and licenses granted to CLDA hereunder; and (ii) has not granted, and will not grant during the term of this Agreement, any license that is inconsistent with the rights and licenses granted to CLDA under this Agreement.
Thereafter, AVRX shall, if requested in writing by CLDA, assign its ownership interest in such patent or patent application in such applicable country or jurisdiction to CLDA for no additional consideration.