BY ABX Sample Clauses

BY ABX. Subject to the terms and conditions of this Agreement, with respect to each Collaboration Antigen (other than Discontinued Antigens or Failed Antigens), prior to the designation of a Candidate Drug that binds to and is directed against such Collaboration Antigen, ABX and its Affiliates hereby grant to AZ an exclusive, worldwide right and license (without the right to grant sublicenses except as set forth in Section 4.2.3) under and to the Licensed ABX IP Rights applicable to such Collaboration Antigen, to conduct its obligations, and exercise its rights, under the applicable Research Program, Development Program and Articles 2 and 5; provided, however, that ABX retains the right to conduct its activities under such Research Program and, prior to the designation of a Candidate Drug that binds to and is directed against such Collaboration Antigen, such Development Program.
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BY ABX. Subject to the terms and conditions of this Agreement and any applicable ABX In-License, with respect to each Discontinued Antigen, Failed Antigen and Non-Selected Antigen, ABX and its Affiliates hereby grant to AZ (a) the non-exclusive, worldwide right and license (with the right to grant sublicenses through multiple tiers of sublicensees) under the ABX Subsequent Antigen-Specific Know-How Rights and ABX Subsequent Antigen-Specific Patent Rights applicable to each such Antigen to Exploit Non-Licensed Products (other than Non-Antibody Products) that bind to and are directed against such Antigen for use in the Commercial Field, and (b) the exclusive, worldwide right and license (with the right to grant sublicenses through multiple tiers of sublicensees) under the ABX Subsequent Antigen-Specific Know-How Rights and ABX Subsequent Antigen-Specific Patent Rights applicable to each such Antigen to Exploit Non-Antibody Products with respect to such Antigen for use in the Commercial Field.
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BY ABX. Subject to JTA's compliance with subsection (c) below, ABX agrees to indemnify, defend and hold JTA and its directors, officers, employees, agents and Affiliates harmless from and against any Liabilities arising from ABX'S negligence or willful conduct or the breach of any representations, warranties, covenants or other obligations of ABX under this Agreement, except to the extent that such Liabilities arise from JTA's negligence or willful conduct or breach of any of its representations, warranties, covenants or other obligations under this Agreement.
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BY ABX. Subject to JTI's compliance with Section 7.3, ABX agrees to indemnify, defend and hold JTI and its Affiliates and their respective directors, officers, employees and agents harmless from and against any Liabilities arising from any negligence or willful misconduct of ABX or its Affiliates (or their respective directors, officers, employees or agents) or the breach of any representations, warranties, covenants or other obligations of ABX under this Agreement, except to the extent that such Liabilities arise from (i) the negligence or willful misconduct of JTI or its Affiliates or their respective directors, officers, employees or agents or (ii) JTI's breach of any of its representations, warranties, covenants or other obligations under this Agreement.
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BY ABX. Subject to the terms and conditions of this Agreement, ABX hereby grants to PSMA an exclusive license under the Licensed ABX IP Rights (a) to use the XenoMouse Animals provided by ABX solely for immunization with the Antigen for the generation, creation and identification of Antibodies that bind specifically to the Antigen, (b) to make, have made by permitted transferees specified in Section 4.1.2 and use (but not to transfer (except as provided in Section 4.1.2 below), sell, lease, offer to sell or lease, or otherwise transfer title to or an interest in) Antibody Cells that contain, express or secrete Antibodies that bind specifically to the Antigen, or Genetic Material that encodes such Antibodies, solely for use in the Research Field, (c) to make, have made by permitted transferees specified in Section 4.1.2 and use (but not to transfer (except as provided in Section 4.1.2 below), sell, lease, offer to sell or lease, or otherwise transfer title to or an interest in) Antibodies that bind specifically to the Antigen, or Genetic Material that encodes such Antibodies, and (d) to engage in such other research and development activities as may be reasonably incidental to the foregoing, in each case solely for the research and development of such Antibodies in the Research Field. Except as expressly set forth in Section 4.3 or 8.1 below, PSMA shall not use the Licensed ABX IP Rights, the ABX Technology or any materials or information derived therefrom (including, without limitation, Antibodies, Genetic Material encoding Antibodies, and Antibody Cells) for any other use.
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BY ABX. Subject to JTI's compliance with Section 5.3, ABX agrees to indemnify, defend and hold JTI and its Affiliates and their directors, officers, employees and agents harmless from and against any Liabilities arising from the breach of any representations, warranties, covenants or other obligations of ABX under this Agreement, except to the extent that such Liabilities arise from JTI's negligence or willful misconduct or its breach of any of its representations, warranties, covenants or other obligations under this Agreement.
Sample 1
BY ABX. Subject to JTI's compliance with Section 6.3, ABX agrees to indemnify, defend and hold JTI and its Affiliates and their directors, officers, employees and agents harmless from and against any Liabilities arising from (i) any negligence or willful misconduct of ABX (or its directors, officers, employees, or agents); (ii) the breach of any representations, warranties, covenants or other obligations of ABX under this Agreement, (iii) ABX's or its Affiliates' activities under the MRLOA after the Effective Date, and (iv) any failure by ABX to pay any withholding taxes due to a government authority in connection with ABX's performance of its obligations and exercise of its rights under this Agreement (whether such taxes are paid by ABX at the time of payment to JTI or imposed upon ABX by the relevant authority at a later date), except in each case to the extent that such Liabilities arise from JTI's negligence or willful misconduct or breach of any of its representations, warranties, covenants or other obligations under this Agreement.
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Related to BY ABX

  • Conduct of Research Program Each Party:

  • Research Plan The Parties recognize that the Research Plan describes the collaborative research and development activities they will undertake and that interim research goals set forth in the Research Plan are good faith guidelines. Should events occur that require modification of these goals, then by mutual agreement the Parties can modify them through an amendment, according to Paragraph 13.6.

  • Validation To validate the notice requirements outlined in Section 5.3, the Assuming Institution shall provide the Receiver (i) an Affidavit of Publication to meet the publication requirements outlined in Section 5.3(a) and (ii) the Assuming Institution will prepare an Affidavit of Mailing in a form substantially similar to Exhibit 2.3B after mailing the seven (7) day Notice to Depositors as required under Section 5.3(b).

  • Software License Agreement McDATA agrees that all Licensed Software will be distributed to Customers subject to a Software License Agreement (including warranty statement), along with a McDATA Manual, in a manner which is (a) no less protective of BROCADE's Intellectual Property Rights in the Licensed Software than the form attached hereto as Exhibit D, and (b) legally enforceable in the jurisdictions in which the Licensed Software, as incorporated into the McDATA Products, is distributed.

  • Software Warranty NETGEAR warrants to the end-user that each item of Software, as delivered or updated by NETGEAR and properly installed and operated on the Hardware or other equipment it is originally licensed for, will function substantially as described in its then-current user documentation during its respective warranty period. If any item of Software fails to so perform during its warranty period, as the sole remedy NETGEAR or NETGEAR's supplier will at its discretion provide a suitable fix, patch or workaround for the problem which may be included in a future revision of the Software. For specific Software which is distributed by NETGEAR as a licensee of third parties, additional warranty terms offered by such third parties to end-users may apply.

  • Statement of Work Independently and not as an agent of the Government, the Contractor shall furnish all the necessary services, qualified personnel, material, equipment, and facilities, not otherwise provided by the Government as needed to perform the Statement of Work, SECTION J, ATTACHMENT 1, April 30, 2004, attached hereto and made a part of this contract.

  • Licensed Software Section 3.17(f).......................................27

  • Research Program Term The Research Program shall be conducted during the period of five years commencing as of the Agreement Date ("Research Program Term"). Upon not later than seventy-five (75) days' prior written notice JT may, in its sole judgment, terminate the Research Program at the end of the third (3/rd/) year and fourth (4/th/) year of the Research Program. The RMC may terminate the Research Program any time during the Research Program Term if it unanimously determines the Research Program is no longer scientifically useful or that all potential Products would not be commercially viable. In case of such an early termination by JT or the RMC, JT shall be exempt from any payment(s) under Section 10(a) that would have become due and payable after the effective date of such early termination. Following any termination of the Research Program (i) that occurs simultaneously with the termination of this Agreement in accordance with Section 13 (i.e., no compound or Lead Compound has been designated previously a Collaboration Lead Compound in accordance with Section 3(b) and no Independent Lead Compound is being developed in accordance with Section 3(m)) or (ii) that is followed at some future date by the termination by JT of Development or co-promotion of any Collaboration Lead Compound and/or Product pursuant to Sections 3(l) or 5(c), respectively, or development of an Independent Lead Compound in accordance with Section 3(m) (A) any licenses granted by Tularik to JT will terminate, (B) JT will grant to Tularik an exclusive, sublicensable, worldwide license, to make, use and sell compounds, Collaboration Lead Compounds or Products under JT's interest in Program Patents and Program Know-How and (C) under the terms and conditions to be separately agreed, JT will also grant to Tularik a nonexclusive, sublicensable, worldwide license under any JT Patent Rights and Know-How to the extent necessary to practice the license granted under the Program Patents and Program Know-How in (B) (including, with respect to compounds, a limited number of JT's library compounds approved by JT); provided, however, that in the event the Research Program terminates but the Agreement has not terminated with respect to designated Collaboration Lead Compounds, Independent Lead Compounds and/or Products as provided in Section 2(g)(ii), Sections 2(g)(A), (B) and (C) shall apply only to those compounds, Collaboration Lead Compounds, Independent Lead Compounds and Products for which Development or co-promotion shall have been terminated and/or to those compounds or Lead Compounds that have not been designated previously a Collaboration Lead Compound in accordance with Section 3(b) or an Independent Lead Compound in accordance with Section 3(m); provided further that in the event that JT elects to pursue a Discontinued Compound or a Non-Proposed Compound on or before the first anniversary of the expiration or termination of the Research Program Term pursuant to Section 3(b)(iii) or 3(b)(iv), respectively, Sections 2(g)(A), (B) and (C) shall not apply to such Discontinued Compound or Non-Proposed Compound until such time as JT shall have terminated the Development or co-promotion of such Discontinued Compound or Non- Proposed Compound. Tularik will then be free to pursue clinical development and registration of such compounds, Lead Compounds and/or Products without obligation to JT except as provided in Section 4(f) or Section 5(c), as appropriate.

  • Timeliness of Submitting Orders a. You are obliged to date and indicate the time of receipt of all orders you receive from your customers and to transmit promptly all orders to us in time to provide for processing at the price next determined after receipt by you, in accordance with the Prospectuses. You are not to withhold placing with us orders received from any customers for the purchase of shares. You shall not purchase shares through us except for the purpose of covering purchase orders already received by you, or for your bona fide investment.

  • Research Program The term “Research Program” shall mean the research program to be undertaken by TSRI under the direction and control of the Principal Investigator as expressly set forth on Exhibit A hereto.

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