Accelr8 Sample Clauses

Accelr8 and Schott exxx hereby represent and warrant to the other as follows: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, and has full corporate or other power and authority and the legal right to (i) own and operate its property and assets, (ii) carry on its business as it is now being conducted and as contemplated in this Agreement, and (iii) enter into this Agreement and to carry out the provisions hereof; (b) it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, and the person or persons executing this Agreement on its behalf has been duly authorized to do so by all requisite corporate or partnership action; and (i) this Agreement is legally binding upon it and enforceable in accordance with its terms, and (ii) the execution, delivery and performance of this Agreement by it does not conflict with any written agreement, instrument or understanding to which it is a party or by which it may be bound, or violate any material law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it.
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Accelr8. BD, and BD Affiliates shall not have the right to publish or publicly present any of the research and development activities in connection with and/or results of the Research Program without the written approval of the other Party ("the second Party") with the exception of collaborations with non-commercial laboratories that have agreements in place as of the Effective Date, where such agreements contain provisions allowing publications, provided such publication does not in any way interfere with the rights and obligations set forth in the Agreement, the Exclusive License Agreement or the Non-Exclusive License Agreement, as applicable. [***] Confidential Treatment Requested
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Accelr8. Background IP shall remain the property of Accelr8, and BD or BD Affiliates shall have no rights thereunder.
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Accelr8. Background Patent Rights have been duly prepared, filed, prosecuted, obtained and maintained in accordance with all applicable laws, rules and regulations; (c) Accelr8 is not aware of any third party whose intellectual property rights would be infringed or misappropriated by the practice of Accelr8 Background IP nor of any third party who is infringing or misappropriating Accelr8 Background IP; (d) Accelr8 does not own or control any patents or patent applications other than Accelr8 Background Patent Rights that currently, or when issued, would be infringed by [***] Confidential Treatment Requested the making, using, offering for sale, selling or importing of any Licensed Product; (e) no open source or public library software, including any version of any software licensed pursuant to any GNU public license, is, in whole or in part, embodied or incorporated into any software within Accelr8 Background IP, and (f) Accelr8 has the lawful right to enter into the ELA and to grant the licenses hereunder without the consent or approval of another person or entity.
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Accelr8 shall make the payments to BD after deducting withholding taxes, levies and other governmental charges only if required by applicable law. Accelr8 agrees that it shall use reasonable efforts to minimize any such required withholding taxes, levies or other governmental charges. BD shall cooperate with Accelr8 and take all reasonable steps necessary to allow Accelr8 to lawfully reduce or avoid such withholding taxes, levies or other governmental charges, such cooperation to include the timely completion and filing of any relevant forms and/or other documents. Accelr8 agrees that it shall take all reasonable steps necessary to assist BD in obtaining a refund for any amounts withheld.
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Accelr8 hereby reserves all rights in and to the Accelr8 Intellectual Property not expressly granted to Nanosphere hereunder, including, without limitation, the right to make, have made, use, sell, offer to sell, import and export the Accelr8 product of Appendix B.
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Accelr8 agrees to provide best reasonable efforts to assist SCHOTT with technical support as SCHOTT introduces the Products to new accounts. SCHOTT may request additional support under the terms of the Exclusive Technology Transfer License.
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Accelr8 hereby reserves all rights in and to the Accelr8 Intellectual Property not expressly granted to Schott hereunder, including, without limitation, the right to make, have made, use, sell, offer to sell, import and export the Licensed Product outside the Exclusive Field of Use, with the exception that Accelr8 agrees not to sell the Licensed Product to any Third Party who Accelr8 knows is a competitor to Schott as listed, but not limited to, in Appendix C and intends to distribute the Licensed Product for use in the Non-Exclusive Field of Use without modification, without incorporation into said party's own products or packaged application kits, or without related services or other value added form that is differentiated from Schott's commercial offering of the Licensed Product.
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Accelr8 at the Authority’s cost, shall permit the Authority, upon reasonable notice during normal business hours and subject to Accelr8’s security policies, while this Agreement is in effect, and for one (1) year thereafter, to examine and audit such books and records of Accelr8 as are necessary for the Authority to determine whether Accelr8 has performed the Arizona Investment and the other conditions set forth herein.
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Related to Accelr8

  • Licensor any Person from whom a Grantor obtains the right to use any Intellectual Property. Lien: any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on common law, statute or contract, including liens, security interests, pledges, hypothecations, statutory trusts, reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Property. Lien Waiver: an agreement, in form and substance satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for Agent, and agrees to deliver the Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License.

  • Licensee “Licensee” means the individual or company that has entered into an Agreement with the Embassy. “Offer” means a response to a solicitation that, if accepted, would bind the offeror to perform the resultant Agreement.

  • Developer License We grant you a non-assignable, non-sublicensable, non-exclusive, worldwide right and license for the number of Developer(s) indicated in the Order Form to install the Software on any number of Machines in order to internally use the Software to create, develop and test Applications. For clarity, a single Software license may be re-allocated to another Developer in the event that the original Developer is no longer employed by you or has been assigned to a new role where access to the Software will no longer be required on a permanent basis.

  • University Any notice may be served upon the University by delivering it, in writing, to the University at the address set forth on the last page of this Agreement, by depositing it in a United States Postal Service deposit box with the postage fully prepaid and with the notice addressed to the University at the aforementioned address, or by sending a facsimile of it to the University facsimile number set forth on the last page of this Agreement.

  • Developer Developer shall construct and complete, in a good and workmanlike manner, the Work for the Guaranteed Maximum Price including any adjustment(s) to the Guaranteed Maximum Price pursuant to provisions herein regarding changes to the Guaranteed Maximum Price. Except as otherwise noted, Developer shall provide and pay for all labor, materials, equipment, permits (excluding DSA), fees, licenses, facilities, transportation, taxes, bonds and insurance, and services necessary for the proper execution and completion of the Work, except as indicated herein.

  • Technology License 4.1 Unless any event described in Article 2.2 or 2.3 of this Agreement occurs, all of the technology required to be licensed for any of Party B’s business shall be provided by Party A on an exclusive basis. Party A will try its best to license Party B to use the technology owned by Party A, or re-license Party B to use the technology as approved by the owner. 4.2 The Parties shall negotiate with each other to enter into specific technology license contracts to expressly specify the detail matters such as the technology to be licensed, the method to license the technology, license fees and payment.

  • Contractor Licensing, etc. Notwithstanding Section 14.c, District may terminate this Contract immediately by written notice to Contractor upon denial, suspension, revocation, or non-renewal of any license, permit, or certificate that Contractor must hold to provide services under this Contract.

  • Third Party Vendors Nothing herein shall impose any duty upon DST in connection with or make DST liable for the actions or omissions to act of the following types of unaffiliated third parties: (a) courier and mail services including but not limited to Airborne Services, Federal Express, UPS and the U.S. Mails, (b) telecommunications companies including but not limited to AT&T, Sprint, MCI and other delivery, telecommunications and other such companies not under the party’s reasonable control, and (c) third parties not under the party’s reasonable control or subcontract relationship providing services to the financial industry generally, such as, by way of example and not limitation, the National Securities Clearing Corporation (processing and settlement services), Fund custodian banks (custody and fund accounting services) and administrators (blue sky and Fund administration services), and national database providers such as Choice Point, Acxiom, TransUnion or Lexis/Nexis and any replacements thereof or similar entities, provided, if DST selected such company, DST shall have exercised due care in selecting the same. Such third party vendors shall not be deemed, and are not, subcontractors for purposes of this Agreement.

  • Transnet (i) For legal notices: …………………………………………………… …………………………………………………… …………………………………………………… Fax No. ………… Attention: Group Legal Department (ii) For commercial notices: …………………………………………………… …………………………………………………… …………………………………………………… Fax No. ………… Attention: …………

  • Cardiff Capital Region has secured a deal worth £1.2 billion. Over its lifetime, local partners expect the City Deal to deliver up to 25,000 new jobs and leverage an additional £4 billion of private sector investment.

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