ACI Sample Clauses

ACI. At any time during the Employment Period, any of the obligations of the Company to make payments hereunder, including the obligation to pay any compensation to Executive under Section 2(b), may, at the sole discretion of the Company (subject to the approval of the Board), be discharged and satisfied by ACI.
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ACI. ACI shall have and maintain such type and amounts of Third Party Liability, Commercial General Liability (including contractual liability) and Products Liability insurance as is both (i) required under the laws of Switzerland and (ii) otherwise normal and customary in the biotechnology industry generally for parties similarly situated.
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ACI. ACI shall require all of its employees, contractors and agents, and any Affiliates and Third Parties working on its behalf under this Agreement (and their respective employees, contractors and agents), to assign to ACI any Program IP Rights and ACI IP Rights, created, discovered, conceived or reduced to practice by such employees, contractors or agents or Affiliates or Third Parties.
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ACI. ACI and its Affiliates will not Develop or Commercialize a Product except according to the terms of this Agreement. In the case of a Change of Control of ACI, or if ACI or an Affiliate of ACI acquires any Third Party, business or assets, or any interest therein (a “ACI Business Acquisition”), then the aforementioned restrictions shall not apply to any Development or Commercialization program of the surviving entity or Affiliate that was not ACI (prior to the Change of Control or ACI Business Acquisition) had ongoing as of immediately prior to the date of such Change of Control or ACI Business Acquisition.
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ACI. During the Transition Period ACI will develop its governance model. Such model will address the responsibilities as described below although they may be addressed in fewer individuals than what is currently depicted.
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ACI. Evaluation of the Facilities Conditions, one of the component reports of PGI;
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ACI. As between the Parties, ACI reserves all right, title and interest in and to the "ACI-Furnished Items," as defined below, the "ACI-Owned Developments," as defined below and the Xxxxxx.xxx Site, along with all Intellectual Property Rights associated with any of the foregoing and no title to or ownership of any of the foregoing is transferred or, except as expressly set forth in Section 6.2, licensed to xxxxxxxxx.xxx or any other person or entity. xxxxxxxxx.xxx hereby assigns to ACI all right, title and interest that it may have or acquire in and to such items and all associated Intellectual Property Rights, and xxxxxxxxx.xxx shall take, at ACI's expense, any actions (including, without limitation, execution and delivery of affidavits and other documents) reasonably requested by ACI to effect, perfect or confirm ACI's or its designee's right, title and interest therein. As used herein, ACI-Furnished Item" means any Technology or Trademark of ACI, Xxxxxx.xxx or their Affiliates, as the case may be, that (a) is owned or controlled (e.g., by license or otherwise) by ACI, Xxxxxx.xxx or their Affiliates, as the case may be, (b) is furnished by ACI for use in connection with the activities contemplated by this Agreement, and (c) was developed or in existence prior to the date of this Agreement or is at any time developed by or for ACI, Xxxxxx.xxx or their Affiliates independent of the activities contemplated by this Agreement. The ACI-Furnished Items include, without limitation, the Xxxxxx.xxx Site Functionality. As used herein, "ACI-Owned Development" means any Technology (including, without limitation, any adaptation, modification, improvement or derivative work of any ACI-Furnished Item or any drugstore.com-Furnished Item) that is developed (as permitted by this Agreement) by either Party or jointly by the Parties specifically for use solely on the Xxxxxx.xxx Site or in the Xxxxxx.xxx Heath and Beauty Section in connection with the activities contemplated by this Agreement; provided, however, that the ACI-Owned Developments do not include, without limitation, any drugstore.com-Furnished Items, as defined below. The ACI-Owned Developments will also include, without limitation, all adaptations, modifications, improvements or derivative works of the Xxxxxx.xxx Site Functionality that are developed (as permitted by this Agreement) by either Party or jointly by the Parties unless such item is so developed specifically to link or communicate between the Xxxxxx.xxx Si...
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