Actions Affecting Other XXX LILLY Programs Sample Clauses

Actions Affecting Other XXX LILLY Programs. (i) During the term of this Agreement, XXX XXXXX shall have the sole right, but no obligation, to bring or defend any suit or action relative to the patenting or patent enforcement directly relating to Compound, manufacture, use, distribution, marketing or sale of Compound in the Field which suit or action also materially affects intellectual property rights of XXX LILLY that relate to an active XXX XXXXX Program, including the fight to recover for past infringement, or the unauthorized use or misappropriation of Know-How in the Field. If XXX LILLY finds it -------------------------- * Confidential Treatment requested: material has been omitted and filed separately with the Commission. necessary or desirable to join CUBIST in such suit or action, CUBIST shall execute all papers and perform such other acts as may reasonably be required, at XXX XXXXX'x expense, to join CUBIST in such suit or action. CUBIST may, at its option, join as a party to such suit and be, at its expense, represented by counsel of its choice, provided that XXX LILLY shall continue to control the prosecution or defense of such suit. Unless CUBIST and XXX XXXXX otherwise agree, any amount recovered in any such action, whether by judgment or settlement, after deducting XXX XXXXX'x reasonable expenses (including attorneys' fees), and payment to CUBIST of damages in respect of CUBIST's lost profits for which XXX XXXXX recovers payment and CUBIST's reasonable expenses (including attorneys' fees) incurred in connection with an action or suit in which XXX LILLY requested that CUBIST be Joined or in which CUBIST voluntarily joined, shall be paid to or retained by XXX XXXXX. (ii) In the event XXX LILLY faIls to take action with respect to such infringement, or challenge to validity, enforceability or title, or action for unauthorized use or misappropriation of Know-How in the Field which materially affect intellectual property rights of XXX XXXXX that relate to an active XXX LILLY program, within a reasonable period, no less than three (3) months, following receipt by XXX XXXXX of reliable evidence of infringement, CUBIST shall have the right, but no obligation, to bring, or defend any such suit or action. XXX LILLY may, at its option, join as a party to such suit and be, at its expense, represented by counsel of its choice, provided that CUBIST shall continue to control the prosecution or defense of such suit. If CUBIST finds it necessary to join XXX XXXXX in such suit or action, XXX LILLY shal...
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Related to Actions Affecting Other XXX LILLY Programs

  • Office Visits (other than Preventive Care Services) This plan covers office and clinic visits to diagnose or treat a sickness or injury. Office visit copayments differ depending on the type of provider you see. This plan covers physician visits in your home if you have an injury or illness that: • confines you to your home; or • requires special transportation; and • because of this injury or illness, you are physically unable to travel to the provider’s

  • Performance and Compliance with Contracts and Credit and Collection Policy The Seller shall (and shall cause the Servicer to), at its expense, timely and fully perform and comply with all material provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, and timely and fully comply in all material respects with the applicable Credit and Collection Policies with regard to each Receivable and the related Contract.

  • Compliance with Other Agreements Employee represents and warrants that the execution of this Agreement by him and his performance of his obligations hereunder will not conflict with, result in the breach of any provision of or the termination of or constitute a default under any agreement to which Employee is a party or by which Employee is or may be bound.

  • Other Methods of Procurement of Consultants’ Services The following table specifies the methods of procurement, other than Quality and Cost-based Selection, which may be used for consultants’ services. The Procurement Plan shall specify the circumstances under which such methods may be used. (a) Quality-based Selection (b) Selection under a Fixed Budget

  • Compliance with Other Laws Secured Party may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

  • Conditions Affecting Work The Contractor shall be responsible for taking all steps reasonably necessary to ascertain the nature and location of the work to be performed under this Contract and to know the general conditions which can affect the work or the cost thereof. Any failure by the Contractor to do so will not relieve Contractor from responsibility for successfully performing the work without additional cost to the County. The County assumes no responsibility for any understanding or representations concerning the nature, location(s) or general conditions made by any of its officers or agents prior to the execution of this Contract, unless such understanding or representations by the County are expressly stated in the Contract.

  • Other Uses Even if Customer opts out of PEP, the Software monitors, records, and reports to Sage information about the installation and use of the Software, including, but not limited to, information about Customer’s devices and the frequency, type, and manner of use to which the Software is put. Customer acknowledges that Sage may collect, use, and disclose the information as described in the Sage Privacy Notice posted at xxxxx://xxx.xxxx.xxx/en-us/legal/privacy-and-cookies/ (if you are contracting with Sage Software, Inc.) or xxxxx://xxx.xxxx.xxx/en-ca/legal/privacy-and-cookies/ (if you are contracting with Sage Software Canada Ltd.), or such other URL as Sage may notify Customer of, and as may be described in the user interface associated with the applicable features.

  • Accommodations of Spiritual or Cultural Observances Where an employee observes a cultural/spiritual day other than those listed above, the employee shall submit their request in January of each year for the twelve (12) month period following March 1st, identifying the required date they need off.

  • Certain Activities The Company has not, directly or indirectly, engaged in or been a party to any of the following activities: 2.23.1 Bribes, kickbacks or gratuities to any person or entity, including domestic or foreign government officials or any other payments to any such persons or entity, whether legal or not legal, to obtain or retain business or to receive favorable treatment of any nature with regard to business (excluding commissions or gratuities paid or given in full compliance with applicable law and constituting ordinary and necessary expenses incurred in carrying on its business in the ordinary course); 2.23.2 Contributions (including gifts), whether legal or not legal, made to any domestic or foreign political party, political candidate or holder of political office; 2.23.3 Holding of or participation in bank accounts, funds or pools of funds created or maintained in the United States or any foreign country, without being reflected on the corporate books of account, or as to which receipts or disbursements therefrom have not been reflected on such books, the purpose of which is to obtain or retain business or to receive favorable treatment with regard to business; 2.23.4 Receiving or disbursing monies, the actual nature of which has been improperly disguised or intentionally misrecorded on or improperly omitted from the corporate books of account; 2.23.5 Paying fees to domestic or foreign consultants or commercial agents which exceed the reasonable value of the ordinary and customary consulting and agency services purported to have been rendered; 2.23.6 Paying or reimbursing (including gifts) personnel of the Company for the purpose of enabling them to expend time or to make contributions or payments of the kind or for the purposes referred to in Subparagraphs 2.23.1 through 2.23.5 above; 2.23.7 Participating in any manner in any activity which is illegal under the international boycott provisions of the Export Administration Act, as amended, or the international boycott provisions of the Internal Revenue Code, or guidelines or regulations thereunder; and 2.23.8 Making or permitting unlawful charges, mischarges or defective or fraudulent pricing under any contract or subcontract under a contract with any department, agency or subdivision thereof, of the United States government, state or municipal government or foreign government.

  • Certification Regarding Prohibition of Boycotting Israel (Tex Gov. Code 2271)

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