Metsera definition
Examples of Metsera in a sentence
D&D will, and will cause its Affiliates, to use Commercially Reasonable Efforts to provide any such assistance and cooperation reasonably requested by Metsera, as a consultant.
If D&D believes Metsera is in material breach of this Agreement, then D&D may deliver notice of such breach to Metsera that identifies the material breach and, if applicable, the actions or conduct that D&D considers would be an acceptable cure of such material breach.
Metsera will have the sole right, but not the obligation, to bring, at its own expense and in its sole control, such action in the Territory.
Where the prevailing legislation requires the recipient to self-account for VAT (for example, but not limited to, the reverse charge mechanism), then Metsera covenants that it will correctly account for VAT in respect of the services received.
Upon the request of either Party, the Prosecuting Party will provide to the other Party, no more frequently than on an annual basis, a written report summarizing all material activities undertaken by such Prosecuting Party in the preceding Calendar Year with respect to the preparation, filing, prosecution, maintenance, enforcement, and defense of the Metsera First Right Patent Rights in the exercise of the rights granted to such Prosecuting Party under this Article 9 (Intellectual Property).
Metsera will take all reasonable steps to recover any additional VAT liability from the same local tax authorities by submitting regular claims.
Metsera will notify D&D in writing of the achievement of a Sales Milestone Event by ▇▇▇▇▇▇▇, and/or its Affiliates or Sublicensees no later than [***] after the end of the Calendar Year in which such Sales Milestone Payment is payable pursuant to the preceding sentence.
In addition to providing copies of the Licensed Know-How in accordance with this Section 4.1 (Technology Transfer), D&D will make its and its Affiliates’ personnel reasonably available to Metsera so as to enable Metsera to practice under the Licensed Technology in connection with its Exploitation of the Licensed Compounds and Licensed Products that include such Licensed Compounds.
In the event that bankruptcy or similar proceedings are commenced against D&D in a jurisdiction over than the United States, the provisions of this Section 11.3 (Termination for Insolvency) will apply to such proceedings mutatis mutanda, and the rights, powers, and remedies of Metsera of this Section 11.3 (Termination for Insolvency) will be protected, to the maximum extent permitted by Applicable Law.
Thereafter, D&D will provide Metsera with an invoice for the corresponding Sales Milestone Payment, and Metsera will pay to D&D such Sales Milestone Payment no later than [***] after its receipt of invoice for such Sales Milestone Payment.