Buyer Territory Sample Clauses

Buyer Territory. Buyer shall have the first right, but not the obligation, to undertake and control such defense to the extent it relates to the Exploitation of the Product or any Other Product in the Buyer Territory, including the right to grant any Third Party rights and licenses necessary to conduct activities under the Licensed Patents or Assigned Patents in the Buyer Territory; provided that Buyer shall not be entitled to assert a claim or counterclaim against such Third Party based on any intellectual property rights of Seller other than the Licensed IP and Documentation without Seller’s prior written consent, such consent not to be unreasonably withheld, delayed or conditioned; and, provided, further, that prior to commencing any such claim or counterclaim hereunder, Buyer shall notify Seller of its intent to commence such claim or counterclaim, and if Seller in good faith believes that the assertion of any such claim or counterclaim by Buyer could have a material adverse effect on the Seller Territory IP or Seller’s rights thereunder, Seller shall promptly notify Buyer after receipt of such notice of intent and the Parties shall discuss in good faith the appropriate actions to be taken in response to such claim. If Buyer does not accept control of the defense of a claim described in Section 5.3.1 against Seller within [***] after receiving notice thereof from, or giving notice thereof to, Seller pursuant to Section 5.3.1, then Seller shall have the right, but not the obligation, to defend against such claim at its expense, and in connection therewith Seller shall be entitled to assert a claim or counterclaim against such Third Party based on Seller’s Intellectual Property Rights or those of Buyer licensed to Seller hereunder.
Sample 1
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Related to Buyer Territory

  • Territory The territorial limits of this Agreement shall be identical with those of the Reinsured Contracts.

  • Licensed Territory Worldwide NIH Patent License Agreement—Exclusive APPENDIX C – ROYALTIES Royalties:

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • Commercialization Intrexon shall have the right to develop and Commercialize the Reverted Products itself or with one or more Third Parties, and shall have the right, without obligation to Fibrocell, to take any such actions in connection with such activities as Intrexon (or its designee), at its discretion, deems appropriate.

  • New Products You agree to comply with NASD Notice to Members 5-26 recommending best practices for reviewing new products.

  • Licensed Product “Licensed Product” shall mean any article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights. For clarity, a “Licensed Product” shall not include other product or material that (a) is used in combination with Licensed Product, and (b) does not constitute an article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights.

  • Competing Products The provisions of Section 21 are set forth on attached Exhibit H and are incorporated in this Section 21 by this reference.

  • Commercialization Activities Within North America, the Parties will use Commercially Reasonable Efforts to Commercialize Licensed Products in the Field. In addition, within North America and subject to Section 2.7.6, the Parties will use Commercially Reasonable Efforts to conduct the Commercialization activities assigned to them pursuant to the Commercialization Plan/Budget, including the performance of detailing in accordance therewith. In conducting the Commercialization activities, the Parties will comply with all Applicable Laws, applicable industry professional standards and compliance policies of Celgene which have been previously furnished to Acceleron, as the same may be updated from time to time and provided to Acceleron. Neither Party shall make any claims or statements with respect to the Licensed Products that are not strictly consistent with the product labeling and the sales and marketing materials approved for use pursuant to the Commercialization Plan/Budget.

  • Regulatory Approval Any waiting period applicable to the Transactions under the HSR Act shall have been terminated or shall have expired.

  • Clinical Studies The animal and other preclinical studies and clinical trials conducted by the Company or on behalf of the Company were, and, if still pending are, to the Company’s knowledge, being conducted in all material respects in compliance with all Applicable Laws and in accordance with experimental protocols, procedures and controls generally used by qualified experts in the preclinical study and clinical trials of new drugs and biologics as applied to comparable products to those being developed by the Company; the descriptions of the results of such preclinical studies and clinical trials contained in the Registration Statement and the Prospectus are accurate and complete in all material respects, and, except as set forth in the Registration Statement and the Prospectus, the Company has no knowledge of any other clinical trials or preclinical studies, the results of which reasonably call into question the clinical trial or preclinical study results described or referred to in the Registration Statement and the Prospectus when viewed in the context in which such results are described; and the Company has not received any written notices or correspondence from the FDA, the EMA, or any other domestic or foreign governmental agency requiring the termination, suspension or modification of any preclinical studies or clinical trials conducted by or on behalf of the Company that are described in the Registration Statement and the Prospectus or the results of which are referred to in the Registration Statement and the Prospectus.

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