Assistance; Baxter Right to Comment Sample Clauses

Assistance; Baxter Right to Comment. (i) Kamada shall provide to Baxter a copy of any Patent Application that is within the Kamada Licensed Patent Rights that is being prepared for filing with any patent office in the Baxter Territory no later than [*****] prior to filing of said Patent Application. Baxter shall have the right to comment on any Patent Application received from Kamada. Baxter shall provide any such comments reasonably in advance of the filing date to permit Kamada to consider such comments and complete the filing in a timely manner. Kamada shall reasonably consider Bxxxxx’x comments in preparing said Patent Application for filing but will have discretion whether to accept or reject Bxxxxx’x comments. [*****] Confidential portions of this document have been redacted and filed separately with the Securities and Exchange Commission. (ii) Kamada shall provide to Baxter a copy of all substantive paper(s) received from any patent office anywhere in the world related to the prosecution and maintenance of any Patent Application within the Kamada Licensed Patent Rights in the Baxter Territory. If Kamada fails to provide a substantive paper(s) in a timely manner, Kamada shall provide to Baxter a reasonable explanation for such failure and such failure, standing on its own, shall not be considered a material breach. No later than [*****] prior to filing a substantive response related to any Patent Application within the Kamada Licensed Patent Rights, Kamada shall provide to Baxter a draft response, and afford Baxter an opportunity to provide any comments Baxter may have. Baxter shall provide any such comments reasonably in advance of the filing date to permit Kamada to complete the filing in a timely manner. Kamada shall reasonably consider Bxxxxx’x comments prior to finalizing and submitting the response but will have discretion whether to accept or reject Bxxxxx’x comments.
Sample 1
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Related to Assistance; Baxter Right to Comment

  • Right to Company Materials The Executive agrees that all styles, designs, lists, materials, books, files, reports, correspondence, records, and other documents (“Company Materials”) used, prepared, or made available to the Executive shall be and shall remain the property of the Company. Upon the termination of employment or the expiration of this Agreement, the Executive shall immediately return to the Company all Company Materials, and the Executive shall not make or retain any copies thereof.

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  • Assistance and Cooperation (a) Each of the Companies shall provide (and shall cause its Affiliates to provide) the other Companies and their respective agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with (i) preparing and filing Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies and their respective Affiliates as provided in Section 9. Each of the Companies shall also make available to the other Companies, as reasonably requested and available, personnel (including employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes. (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, in no event shall any of the Companies or any of their respective Affiliates be required to provide the other Companies or any of their respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine that the provision of any information to the other Companies or their respective Affiliates could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit compliance with their obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence.

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  • Right to Counsel The Indemnified Persons shall have the right to employ counsel in their, its, his or her sole discretion. Such Indemnified Persons shall be responsible for the expenses of such separate counsel except as provided in Subsection 6(c)(iii). The Advisor agrees to cooperate fully with the Indemnified Persons and their separate counsel in responding to such threatened or actual claims.

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