Upstream Agreement Sample Clauses

Upstream Agreement. Subject to this Section 2.7, BioLineRx shall have sole responsibility for exercising its rights and discharging its obligations under the Upstream Agreement.
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Upstream Agreement. In addition to any covenants made by 3D Medicines elsewhere in this Agreement or as otherwise provided for in this Agreement, 3D Medicines hereby covenants to Aravive and agrees as follows:
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Upstream Agreement. Spruce has provided Kaken with a true and complete copy of the Upstream Agreement. The Upstream Agreement is a valid and binding obligation of the parties thereto, enforceable in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally and is in full force and effect, and neither Spruce nor, to Spruce’s knowledge, Xxxxx is in material breach thereof or default thereunder. Spruce has not received any written notice from Xxxxx asserting or threatening to assert, circumstances that could reasonably be expected to result in the cancellation, termination or invalidation of the Upstream Agreement (or any provision thereof).
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Upstream Agreement. Aimmune acknowledges, understands and agrees that (i) the Xencor Know-How licensed to Aimmune pursuant to Section 2.1 includes certain Know-How licensed to Xencor pursuant to the Upstream Agreement, (ii) the license to such Xencor Know-How constitutes a sublicense under the Upstream Agreement, (iii) Aimmune’s rights to such Xencor Know-How are subject and subordinate to the terms and conditions of the Upstream Agreement, (iv) Aimmune will comply with the Upstream Agreement, including undertaking such activities as Xencor reasonably requests to so comply, (v) [***] is responsible for any and all payments due under the Upstream Agreement (following the Effective Date) in connection with Developing, Manufacturing and Commercializing the Product by or on behalf of Aimmune (including by or on behalf of its Affiliates or sublicensees), and (vi) Aimmune received a copy of the Upstream Agreement prior to the Effective Date.
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Upstream Agreement. During the Term, neither Xencor nor any of its Affiliates shall (a) encumber any GPEx Technology, as defined in the Upstream Agreement, to the extent included within the Xencor Technology, or commit any act or permit the occurrence of any omission that would cause the breach or termination of the Upstream Agreement, or otherwise knowingly take actions or permit omissions that would adversely affect the rights granted to Aimmune hereunder with respect to the Xencor Patents and Xencor Know-How, or (b) without Aimmune’s prior written consent, amend or otherwise modify or permit to be amended or modified, the Upstream Agreement in any respect that would adversely affect Aimmune’s rights with respect to, the Antibody or Products. Xencor shall promptly notify Aimmune upon Xencor’s becoming aware of any alleged, threatened, or actual breach of the Upstream Agreement by either Party and shall not take any action that would reasonably give rise to the right of the counterparty to terminate the Upstream Agreement.
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Upstream Agreement. Sato hereby acknowledges and agrees that all licenses granted by Novan under this Article 2, to the extent they constitute sublicenses under intellectual property rights owned or controlled by UNC and licensed to Novan under the UNC License Agreement (the “UNC IP”), are subject to the limitations set forth in, and other relevant terms and conditions of, the UNC License Agreement.
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Upstream Agreement. The Company Patents sublicensed under Section 2.1 are licensed to Company pursuant to the Upstream Agreements. SpePharm covenants to comply and cause its Sublicensees to comply with the material terms of the Upstream Agreements as applicable to Sublicensees in all material respects, current copies of which have been provided to SpePharm as of the Effective Date. Company acknowledges that SpePharm’s and its Sublicensees’ compliance with its diligence obligations expressly set forth in this Agreement shall satisfy the requirements of the preceding sentence with respect to diligence obligations applicable to Sublicensees under the Upstream Agreements, if any. SpePharm acknowledges and agrees that its sublicense rights with respect to such Company Patents under this Agreement are at all times subject to, and limited by, the applicable terms of the Upstream Agreements (including the scope of the licenses granted to Company) and in the event of any inconsistency between this Agreement and the applicable Upstream Agreement, the Upstream Agreements shall control (without limitation of the preceding sentence). Company shall not amend or agree to amend any terms or conditions of the Upstream Agreements in any manner that would adversely affect the rights granted to SpePharm in the Licensed Territory under this Agreement without the prior written consent of SpePharm. Company further agrees that it shall not terminate either Upstream Agreement, without the prior written consent of SpePharm. Company shall comply with all material terms of the Upstream Agreements in all material respects, and shall timely make all payments required to be made thereunder, provided that Company shall not be in breach of the foregoing obligations to the extent that Company’s failure to comply results from SpePharm’s non-compliance with the terms of the Upstream Agreements as required under this Section 2.5. For avoidance of doubt, Company is solely responsible for any payment obligations under the Upstream Agreements. Company shall notify SpePharm when it has received any notice from any Third Party that is a party to the Upstream Agreements stating that such Third Party intends to terminate or is terminating any of the Upstream Agreements. Company shall further notify SpePharm of any issue of which Company is aware that has given or could reasonably be expected to give rise to a material dispute under either Upstream Agreement. [*].
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Upstream Agreement 
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Related to Upstream Agreement

  • License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.

  • Sublicense Agreements Sublicenses shall be granted only pursuant to written agreements, which shall be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect:

  • License Agreements (a) Each Borrower and Guarantor shall (i) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to which it is a party to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that, subject to Section 9.19(b) below, such Borrower or Guarantor may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Borrower or Guarantor; provided, that, such Borrower or Guarantor (as the case may be) shall give Agent not less than thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (iv) give Agent prompt written notice of any material License Agreement entered into by such Borrower or Guarantor after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Agent may request, (v) give Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a notice from such Borrower or Guarantor) a copy of each notice of default and every other notice and other communication received or delivered by such Borrower or Guarantor in connection with any material License Agreement which relates to the right of such Borrower or Guarantor to continue to use the property subject to such License Agreement, and (vi) furnish to Agent, promptly upon the request of Agent, such information and evidence as Agent may reasonably require from time to time concerning the observance, performance and compliance by such Borrower or Guarantor or the other party or parties thereto with the material terms, covenants or provisions of any material License Agreement.

  • Supply Agreement Buyer shall have executed and delivered the Supply Agreement to the Company.

  • Collaboration Agreement The Collaboration Agreement shall not have been terminated in accordance with its terms and shall be in full force and effect.

  • Development Agreement That certain Development Agreement dated of even date herewith by and between the Company and Developer providing for the development of the Project on the Property, a copy of which is attached hereto as Exhibit C and incorporated herein by reference. Development Fee. As described in Section 6.8.

  • 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.

  • Third Party Agreements Nothing in this Section 5.3 shall require any Party to violate any Contract or arrangement with any Third Party regarding the confidentiality of confidential and proprietary information relating to that Third Party or its business; provided, however, that in the event that a Party is required under this Section 5.3 to disclose any such information, such Party shall use commercially reasonable efforts to seek to obtain such Third Party’s consent to the disclosure of such information. The Parties also acknowledge that the Other Parties’ Auditors are subject to contractual, legal, professional and regulatory requirements which such auditors are responsible for complying with.

  • Supply Agreements For a period of three years from the consummation of the IPO, Odetics shall not unilaterally terminate or assign its guarantee obligation with respect to any supply agreement pursuant to which it has guaranteed the performance by ATL of ATL's obligations, unless such suppliers have consented to the termination or assignment of such guarantee.

  • Joint Operating Agreement LEEXUS OIL and PARTICIPANT (NON-OPERATOR) agree to add, amend, ratify the current Master Joint Operating Agreement (“Master JOA”) with XXXXX Joint Accounting Procedure, originally signed and dated September 9, 2008, and contemporaneously herewith, designating LEEXUS OIL L.L.C. as Operator of the XXXXX. PARTICIPANT (NON-OPERATOR) will be responsible and liable for paying their proportionate share of any and all monthly operating costs, rework costs or any and all other costs as may be incurred as a result of conducting operations in accordance with the Master JOA as of the effective date and thereafter. In the event of any conflict between the provisions of the Joint Operating and this Letter Agreement, both parties agree the terms of this Letter Agreement shall control.

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