CELLPRO LITIGATION Sample Clauses

CELLPRO LITIGATION. Baxter retains the exclusive right to maintain, continue to prosecute, enforce and settle the existing lawsuit against CellPro (Xxxxx Xxxxxxx ------------- University V. CellPro, Inc., No. 94-105-RRM (D.Del.)) and any related action --------------------------- pertaining to the rights under this Agreement, including the right to grant any licenses, as they relate to infringement by CellPro which will remain the responsibility of Baxter, as set forth in Section 16.1 of the Asset Purchase Agreement.
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CELLPRO LITIGATION. The parties understand and agree that matters pertaining to the potential infringement by CellPro of the patents and technology licensed to the Seller pursuant to that certain License Agreement between Becton, Xxxxxxxxx and Company and the Seller, dated August 24, 1990, as amended on November 10, 1993 and further amended on March 30, 1995 (the "First BD License"), including the conduct of the CellPro Litigation, will remain the responsibility of the Seller, as set forth below: (A)The Seller will vigorously pursue in good faith and for the benefit of the Buyer in the pending litigation entitled Xxxxx Xxxxxxx University v. CellPro, No. 94-105-RRM (D. Del.) (the "CellPro Litigation") its legal remedies against CellPro for infringement of certain of the patent rights embodied in the First BD License, which patent rights are to be sublicensed to the Buyer (the "Patent Rights"); (B)The Seller will vigorously defend the Patent Rights in any actions or proceedings with respect to CellPro that have been or may in the future be brought in any court of law or before the HHS or NIH, including proceedings seeking a compulsory license to CellPro of technology included in the Patent Rights; (C)The Seller will bear the full cost and expense of the CellPro Litigation and any other such litigation or other protective defense action or proceeding, including without limitation, attorneys' fees and expenses, and fees and expenses of public relations advisors, accountants, experts, and other advisors or consultants, that are incurred in connection therewith; (D)The Seller will retain any award of damages or other recovery attributable to the infringing use of such Patent Rights by CellPro; (E)The Seller will consult with the Buyer concerning the conduct of any litigation or action described above; (F)The Seller will obtain the Buyer's consent to all material decisions, including settlement and other strategic decisions, relating to the CellPro Litigation and any other litigation or action described above or related thereto, which consent shall not be unreasonably withheld or delayed; provided, however, that in the event that the Seller shall seek to grant a license to CellPro, then the Buyer shall have the right to withhold its approval thereto in its sole and absolute discretion without being subject to the aforementioned "unreasonably withheld" standard. (G)The Buyer will abide by and comply with any settlement or commitment with or to HHS or NIH, made by the Seller with rega...

Related to CELLPRO LITIGATION

  • No Litigation Pending There is no action, suit, proceeding or investigation pending or threatened against the Servicer which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Servicer, or in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Servicer, or which would draw into question the validity of this Agreement or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would be likely to impair materially the ability of the Servicer to perform under the terms of this Agreement;

  • No Litigation No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of this Agreement or the consummation of the transactions contemplated hereby.

  • Investigations; Litigation There is no investigation or review pending (or, to the knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which would have, individually or in the aggregate, a Parent Material Adverse Effect, and there are no actions, suits, inquiries, investigations or proceedings pending (or, to Parent’s knowledge, threatened) against or affecting Parent or its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case which would have, individually or in the aggregate, a Parent Material Adverse Effect.

  • No Litigation, Etc No suit, action or other proceeding, investigation, or injunction or final judgment relating thereto, shall be pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with any of the Transaction Documents or the consummation of the Transaction.

  • No Litigation Threatened No action or proceedings shall have been instituted or threatened before a court or other government body or by any public authority to restrain or prohibit any of the transactions contemplated hereby.

  • Pending Litigation There are no actions, suits, proceedings or written agreements pending, or, to the Company’s knowledge, threatened or proposed, against the Company or any of its Subsidiaries at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, or other administrative agency, domestic or foreign, that, either separately or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company and any of its Subsidiaries, taken as a whole, or affect issuance or payment of the Subordinated Notes; and neither the Company nor any of its Subsidiaries is a party to or named as subject to the provisions of any order, writ, injunction, or decree of, or any written agreement with, any court, commission, board or agency, domestic or foreign, that either separately or in the aggregate, will have a Material Adverse Effect on the Company and any of its Subsidiaries, taken as a whole.

  • Third Party Litigation The undersigned agrees to be available to the Company and its affiliates on a reasonable basis in connection with any pending or threatened claims, charges or litigation in which the Company or any of its affiliates is now or may become involved, or any other claims or demands made against or upon the Company or any of its affiliates, regardless of whether or not the undersigned is a named defendant in any particular case.

  • Cooperation With Regard to Litigation Executive agrees to cooperate with the Company, during the term and thereafter (including following Executive’s termination of employment for any reason), by making himself available to testify on behalf of the Company or any subsidiary or affiliate of the Company, in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist the Company, or any subsidiary or affiliate of the Company, in any such action, suit, or proceeding, by providing information and meeting and consulting with the Board or its representatives or counsel, or representatives or counsel to the Company, or any subsidiary or affiliate of the Company, as may be reasonably requested and after taking into account Executive’s post-termination responsibilities and obligations. The Company agrees to reimburse Executive, on an after-tax basis, for all reasonable expenses actually incurred in connection with his provision of testimony or assistance.

  • Cooperation with Litigation During and following the termination of Executive’s employment with the Company (regardless of the reason for Executive’s termination of employment with the Company and which party initiates the termination of employment with the Company), except as required by law, Executive agrees to cooperate with and make himself readily available to the Company, the Company’s General Counsel (or equivalent position within the Company) and / or its advisers, as the Company may reasonably request, to assist it in any matter regarding Company and its subsidiaries and parent companies, including giving truthful testimony in any litigation, potential litigation or any internal investigation or administrative, regulatory, judicial or quasi-judicial proceedings involving the Company over which Executive has knowledge, experience or information. Executive acknowledges that this could involve, but is not limited to, responding to or defending any regulatory or legal process, providing information in relation to any such process, preparing witness statements and giving evidence in person on behalf of the Company. The Company shall reimburse any reasonable expenses incurred by Executive as a consequence of complying with his obligations under this clause, provided that such expenses are approved in advance by the Company.

  • Related Litigation The party that delivers the Arbitration Notice to the other party shall have the option to also commence concurrent legal proceedings with any state or federal court sitting in Salt Lake County, Utah (“Litigation Proceedings”), subject to the following: (a) the complaint in the Litigation Proceedings is to be substantially similar to the claims set forth in the Arbitration Notice, provided that an additional cause of action to compel arbitration will also be included therein, (b) so long as the other party files an answer to the complaint in the Litigation Proceedings and an answer to the Arbitration Notice, the Litigation Proceedings will be stayed pending an Arbitration Award (or Appeal Panel Award (defined below), as applicable) hereunder, (c) if the other party fails to file an answer in the Litigation Proceedings or an answer in the Arbitration proceedings, then the party initiating Arbitration shall be entitled to a default judgment consistent with the relief requested, to be entered in the Litigation Proceedings, and (d) any legal or procedural issue arising under the Arbitration Act that requires a decision of a court of competent jurisdiction may be determined in the Litigation Proceedings. Any award of the arbitrator (or of the Appeal Panel (defined below)) may be entered in such Litigation Proceedings pursuant to the Arbitration Act.

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