Background of the Agreement. The Business Associate and the Covered Entity have entered into an agreement for services. In the performance of these services, the Covered Entity may disclose PHI to the Business Associate, who may then need to use or disclose such PHI on behalf of the Covered Entity. The Business Associate acknowledges that certain sections of the Privacy Rule and the Security Rule, as well as the HITECH Act, apply directly to the Business Associate as they apply to the Covered Entity. Both parties are committed to complying with the Privacy Rule and Security Rule under HIPAA, as amended by the HITECH Act, and accordingly, have entered into this Agreement to set forth the terms and conditions of how such PHI shall be handled between the Business Associate, the Covered Entity, and third parties. In addition, the Business Associate may provide to the Covered Entity access to the HIE managed and administered by the Business Associate. Both parties acknowledge that access to the HIE is governed by the HIE Statute, and both parties are committed to complying with the HIE Statute in the course of their dealings regarding the HIE. The parties have entered into this Agreement in order to set forth the terms and conditions for access to the HIE and use of the PHI and ePHI contained therein.
Background of the Agreement. 1.01 Epoch represents that it has rights under certain patents pertaining to oligonucleotides having a minor-groove binding moiety covalently attached thereto ("MGB Oligonucleotide"), and methods for making and using such MGB Oligonucleotides.
Background of the Agreement. Seller is the owner of an interest in certain property, assets, royalties or other payment stream (the “Asset”) and has the authority to test the market for the prospective sale the Asset pursuant to the terms of this Agreement. A full description of the Asset is set forth on Exhibit A attached hereto.
Background of the Agreement. The Business Associate and the Covered Entity have entered into an Agreement for services. In the performance of these services, the Covered Entity may disclose PHI to the Business Associate. The Business Associate acknowledges that certain sections of the Privacy Rule and the Security Rule, as well as the HITECH Act, apply directly to the Business Associate as they apply to the Covered Entity. Both parties are committed to complying with the Privacy Rule and Security Rule under HIPAA, as amended by the HITECH Act, and accordingly, have entered into this Agreement to set forth the terms and conditions of how such PHI shall be handled between the Business Associate, the Covered Entity, and third parties. The parties have entered into this BAA in order to set forth the terms and conditions for access to and use of the PHI and ePHI.
Background of the Agreement. 1.01 Epoch represents that it has rights under certain patents pertaining to oligonucleotides having a minor-groove binding moiety covalently attached thereto ("MGB Oligonucleotide"), and methods for making and using such MGB Oligonucleotides.
1.02 ABG wishes to acquire exclusive and non-exclusive licenses, depending on fields of use, under such patents.
1.03 Epoch represents that it has certain know-how relating to the synthesis of MGB Oligonucleotides, including MGB Oligonucleotides containing modified bases, and the design of sequence-specific probes comprising such oligonucleotides.
1.04 Epoch has research facilities and experienced scientists, research associates and other personnel at its facilities in Redmond, Washington which enable it to conduct research and development activities.
1.05 ABG desires to sponsor research by Epoch to develop improved nucleic acid probes and methods for the manufacture of such probes for use in the Exclusive Licensed Field and the Non-Exclusive Licensed Field.
1.06 ABG is engaged in the research, development, marketing, manufacturing and distribution of products, including in the Exclusive Licensed Field and the Non-Exclusive Licensed Field.
1.07 ABG has research and development facilities and experienced scientists, research associates and other personnel at its facilities in Foster City, California, which enable it to conduct research and development activities.
1.08 ABG wishes to have Epoch supply (i) intermediate compounds useful for making MGB Oligonucleotides, (ii) Bare Probes, and (iii) information with respect to chemical synthesis and purification know-how relating to the production of MGB Oligonucleotides using such intermediate compounds.
1.09 In this Agreement, in partial consideration for ABG's obligation to pay minimum royalties and to incorporate Epoch's technology in certain of its products comprising nucleic acid probes and the addition of a Supplemental License Fee, Epoch has reduced the royalty rate owed by ABG for the sale of Licensed Products as compared to that owed under the Original Agreement.
1.10 Concurrently with the First Amended and Restated Agreement, ABG and Epoch entered into a Know-How Escrow Agreement, pursuant to which Epoch deposited into escrow documentation of know-how necessary to enable a person skilled in oligonucleotide chemistry to manufacture MGB Intermediates. The Know-How Escrow Agreement was entered into between Epoch and ABG to provide that ABG will have access to the kno...
Background of the Agreement. In 1998, a first Agreement for the Development of Francophone Arts and Culture in Canada, also known as the Multipartite Cooperation Agreement on Culture, was signed by the federal institutions— Canadian Heritage, the National Arts Centre, the Canada Council for the Arts—and the Fédération culturelle canadienne-française for an initial term of three years, which was subsequently extended a number of times to 2009. The Canadian Broadcasting Corporation and the National Film Board of Canada both became signatories to the Agreement, respectively in 2000 and in 2002. In 2009 Telefilm Canada also joined the group of signatories. This Agreement is further to an assessment to which all of the signatories contributed; they wish to renew this Agreement for a five-year term.
Background of the Agreement. ETHYPHARM has developed certain technology relating to diltiazem formulations for the North American market that are bioequivalent to Cardizem CDÒ, but which may likely infringe HMRI’s PATENTS. The ETHYPHARM formulations possess the advantage that while being bioequivalent to Cardizem CDÒ, they are smaller than CD, and thus easier for patients to swallow. HMRI is interested in obtaining rights to these formulations, so that they may be marketed as line extensions to the current offering of CardizemÒ products. ETHYPHARM is interested in collaborating with HMRI so that its technology may be rapidly commercialized in U.S.A. by the rights provided herein. Therefore the parties agree to the following terms and conditions.
Background of the Agreement. Under this Agreement, BIPI will sponsor and INSTITUTION will conduct a clinical study of BIPI's to determine the [Protocol], according to BIPI's clinical study protocol I.D. No. [Protocol I.D. number]. [Principal Investigator], a staff member of INSTITUTION, shall act as PRINCIPAL INVESTIGATOR.
Background of the Agreement. Solicitation Agent was engaged by Issuer to act as placement agent for the offering and issuance of Class A and Class B convertible preferred shares in 2014 and 2015 respectively (the “Preferred Shares”).
Background of the Agreement. In February 2005 Dxxxxx Xxxxx, the Chief Executive Officer of Azur, was informed by Mxxxxxx Xxxxxxx, an acquaintance of Mx. Xxxxx, who represented the majority stockholder of Harvest, that a controlling interest in Harvest might be available for purchase. During the period from February 2005 to May 2005, Mx. Xxxxx negotiated the terms of a purchase of the controlling interest with Mx. Xxxxxxx. The negotiations focused on the purchase price for the interest as well as the parameters for post-acquisition transactions in which, subject to the approval of Harvest’s Board and shareholders, a reverse stock split of the Harvest common stock would be effected and a share exchange transaction would be consummated in which Harvest would acquire all of the outstanding common stock of Azur in exchange for the issuance of Harvest common stock. During such period Mx. Xxxxxxx and Mx. Xxxxx also negotiated the terms of a consulting agreement between Azur and a company controlled by Mx. Xxxxxxx under which shares of Azur common stock would be issued to the company for investment banking and consulting services. During the period from March to May 2005 Azur and Harvest each conducted due diligence investigations, including reviews by their respective legal counsel and financial advisors. In addition legal counsel for the seller, HVST Acquisition Corp., and Axxx drafted a definitive stock purchase agreement relating to the purchase of all 68,960,000 shares of Harvest common stock (approximately 50.4% of the outstanding shares of Harvest common stock) held by HVST Acquisition Corp. The stock purchase was consummated on June 1, 2005. On such date the officers of Harvest resigned and designees of Azur were elected as officers of Harvest to replace them. In addition three designees of Azur were elected as directors of Harvest and the three directors of Harvest in office prior to the stock purchase resigned as directors effective 10 days after the filing with the SEC and dissemination to holders of record of Harvest common stock of an Information Statement concerning the stock purchase and the election of new directors and officers of Harvest which was prepared in accordance with SEC Rule 14f-1. Such information statement was filed with the SEC on June 23, 2005 and disseminated to holders of record of Harvest common stock on June 24, 2005. Therefore, the resignations of the directors of Harvest immediately prior to the stock purchase took effect on July 4, 2005. During the period...
