Examples of Company Licensor in a sentence
They may be assigned (upon notice to Company Licensor) upon the sale or other transfer of all or substantially all of the assets relating to a business actively using such license at the time of such sale or other transfer.
At the request of Company, Licensor shall make available to Company, free of charge, a qualified representative who shall, together with the representatives of Company, participate in and contribute to meetings with the Regulatory Authorities in the Territory with respect to regulatory matters relating to the Licensor Technology.
Company Licensor represents that SpinCo Licensees have been granted sufficient licenses to Intellectual Property Rights (excluding Trademarks, Internet Property Rights, and Copyrights), including the Company CMI, to make or have made Company Specialty Products under Section 2.1(c).
At the request of Company, Licensor shall make available to Company, free of charge, a qualified representative who shall, together with the representatives of Company, participate in and contribute to meetings with the Regulatory Authorities with respect to regulatory matters relating to the Licensor Technology.
Such audits shall occur no more than once per Calendar Year except to the extent that the applicable Company Licensor has a reasonable, good faith belief, or a prior audit demonstrated, that the applicable Pfizer Licensee or any of its Affiliates or Sublicensees failed to comply with any of their obligations hereunder.
Beginning as of the date of the applicable Filing Notice, the applicable Pfizer Licensee shall reimburse the applicable Company Licensor for all reasonable costs and expenses (including all out-of-pocket costs and expenses and FTE Costs) actually incurred by or on behalf of such Company Licensor and its Affiliates in connection with the Prosecution Activities that are conducted beginning as of the date of such Filing Notice with respect to the Company Patent Rights included in the applicable Filing Notice.
Notwithstanding the foregoing, if such Pfizer Licensee disagrees with such Company Licensor as to the amounts that are payable in accordance with this Section, such Pfizer Licensee shall notify such Company Licensor in writing and such Pfizer Licensee and such Company Licensor shall cooperate to attempt to resolve such dispute.
Subject to Section 7.4.1, with respect to all Licensor Patents in the Territory other than Specific Licensor Patents (“Non-Specific Licensor Patents”) as listed in Schedule 1.38 (as may be updated from time to time by Company), Licensor shall have the first right, and the obligation, to file, prosecute (including initiating or defending any reexamination and reissue proceedings) and maintain, using counsel of Licensor’s choosing, such Non-Specific Licensor Patents in Licensor’s name.
The applicable Company Licensor shall be responsible for all costs associated with conducting an audit pursuant to this Section, except if such audit demonstrates, or the audit immediately preceding such audit demonstrated, that the applicable Pfizer Licensee, its Affiliates or its Sublicensees failed to comply with any obligations hereunder (and in such circumstances, the applicable Pfizer Licensee shall be responsible for all such costs and expenses).
The Non-Controlling Party shall have the right to be represented in any such Action in which it is a party by independent counsel (which shall act in an advisory capacity only, except for matters solely directed to such Company Licensor or Pfizer Licensee) of its own choice and at its own expense.