By Norgine Sample Clauses

By Norgine. Norgine may terminate this Agreement in its entirety at any time and for any reason during the Term upon providing Santarus with not less than twelve (12) months’ prior written notice referencing this Section 13.4.2
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By Norgine. Promptly after the Effective Date and in any event during the three (3) month period thereafter, Santarus shall make available to Norgine the following Know-How in its Control as of the Effective Date: (a) regulatory dossiers covering each of the Zegerid Capsule, Zegerid Powder for Oral Suspension and Zegerid with Magnesium Hydroxide Chewable Tablet products approved by the FDA for prescription use in the U.S. as of the Effective Date (the “Currently Approved U.S. Products”); (b) formal development reports for the Currently Approved U.S. Products; (c) formal stability reports for the Currently Approved U.S. Products; and (d) upon the reasonable request of Norgine and for Norgine’s review at Santarus’ corporate offices, such other Data Controlled by Santarus relating to the Currently Approved U.S. Products which is necessary for Norgine to develop, manufacture or commercialize the Currently Approved U.S. Products in the Field in the Territory and, should Norgine require it, Norgine may take a copy of such Data (collectively, the “Transferred Know-How”). Santarus’ obligation to provide access to and/or transfer Know-How to Norgine shall be limited to those materials described in the preceding sentence, except to the extent otherwise mutually agreed by the Parties. Norgine shall have the right to use and reference all Data and Regulatory Filings included in the Transferred Know-How in connection with Norgine’s, its Affiliates’ and Sublicensees’ development, manufacture and commercialization of Licensed Products in the Field in the Territory. The mode that Santarus makes available the Transferred Know-How under this Section 3.3.1 shall be as mutually determined by Santarus and Norgine in good faith. All Transferred Know-How received by Norgine from Santarus, together with all embodiments thereof, shall be deemed the Confidential Information of Santarus.
By Norgine. Norgine agrees to indemnify and hold harmless AMAG, its Affiliates, and their directors, officers, employees and agents (individually and collectively, the “AMAG Indemnitee(s)”) from and against all losses, liabilities, damages and expenses (including reasonable attorneysfees and costs) incurred in connection with any claims, demands, actions or other proceedings by any Third Party (individually and collectively, “Losses”) first arising after the Effective Date to the extent arising from (a) activities by Norgine or any of its Affiliates, Sublicensees or Distributors with respect to the research, Development, use, Commercialization, Manufacture (when exercising its license to Manufacture), import, distribution, or sale of the Product or any other exercise of their rights or performance of their obligations hereunder, or (b) the negligence, illegal conduct or willful misconduct of Norgine or its Affiliates, or (c) Norgine’s breach of this Agreement, except to the extent such Losses arise out of any of AMAG Indemnitee’s negligence, illegal conduct or willful misconduct, or breach of this Agreement or are required to be indemnified under Section 11.2.

Related to By Norgine

  • By Non State Agencies Upon acceptance of Product or as otherwise provided by Contract, Contractor may invoice for payment. The required payment date shall be 30 calendar days, excluding legal holidays, or as mandated by the appropriate governing law from the receipt of a proper invoice. The terms of Article 11-A of the State Finance Law apply only to procurements by and the consequent payment obligations of State Agencies. Neither expressly nor by any implication is the statute applicable to non-State agency Authorized Users. Neither OGS nor the State Comptroller is responsible for payments on any purchases made by a non-State agency Authorized User.

  • Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

  • Malicious Use of Orphan Glue Records Registry Operator shall take action to remove orphan glue records (as defined at xxxx://xxx.xxxxx.xxx/en/committees/security/sac048.pdf) when provided with evidence in written form that such records are present in connection with malicious conduct.

  • Procurement of Goods Part A: General Goods shall be procured in accordance with the provisions of Section I of the "Guidelines for Procurement under IBRD Loans and XXX Credits" published by the Bank in January 1995 and revised in January 1996 (the Guidelines) and the following provisions of this Section, as applicable. Part B: International Competitive Bidding

  • Xxxxxx and Recall ‌ An employee in receipt of notice of layoff pursuant to 9.08(A)(a)(ii) may: (a) accept the layoff; or (b) opt to receive a separation allowance as outlined in Article 9.12; or (c) opt to retire, if eligible under the terms of the Hospitals of Ontario Pension Plan (HOOPP) as outlined in Article 9.08(B); or (d) displace another employee who has lesser bargaining unit seniority in the same or a lower or an identical-paying classification in the bargaining unit if the employee originally subject to layoff has the ability to meet the normal requirements of the job. An employee so displaced shall be deemed to have been laid off and shall be entitled to notice in accordance with Article 9.08(A)(a). An employee who chooses to exercise the right to displace another employee with lesser seniority shall advise the Hospital of their intention to do so and the position claimed within seven (7) days after receiving the notice of layoff. For purposes of the operation of clause (d), an identical-paying classification shall include any classification where the straight-time hourly wage rate at the level of service corresponding to that of the laid off employee is within 1% of the laid off employee's straight time hourly wage rate. (e) In the event that there are no employees with lesser seniority in the same or a lower or identical-paying classification, as defined in this article, a laid-off employee shall have the right to displace another employee with lesser seniority in a higher-paying classification provided they are able to meet the normal requirements of the job, with orientation but without additional training. (f) In addition, in combined full-time/part-time collective agreements, a full-time employee shall also be entitled to displace another full-time employee with lesser seniority in a higher-paying classification provided that they are able to meet the normal requirements of the job, with orientation but without additional training, when there are no other full-time employees in the same or a lower or similar-paying classification with lesser seniority, prior to being required to displace a part-time employee. (g) An employee who is subject to layoff other than a layoff of a permanent or long-term nature including a full time employee whose hours of work are, subject to Article 14.01, reduced, shall have the right to accept the layoff or displace another employee in accordance with (a) and (d) above. (h) No full-time employee within the bargaining unit shall be laid off by reason of their duties being assigned to one or more part-time employees. (i) In the event of a layoff of an employee, the Hospital shall pay its share of insured benefits premiums for the duration of the five-month notice period provided for in Article 9.08(A)(a). (j) The Hospital agrees to post vacancies during the recall period, as per the job posting procedure, allowing employees on recall to participate in the posting procedure. Should the position not be filled via the job posting procedure, an employee shall have opportunity of recall from a layoff to an available opening, in order of seniority, provided they have the ability to perform the work. (k) In determining the ability of an employee to perform the work for the purposes of the paragraphs above, the Hospital shall not act in an arbitrary or unfair manner. (l) An employee recalled to work in a different classification from which they were laid off shall have the privilege of returning to the position held prior to the layoff should it become vacant within six (6) months of being recalled. (m) No new employees shall be hired until all those laid off have been given an opportunity to return to work and have failed to do so, in accordance with the loss of seniority provision, or have been found unable to perform the work available. (n) The Hospital shall notify the employee of recall opportunity by registered mail, addressed to the last address on record with the Hospital (which notification shall be deemed to be received on the second day following the date of mailing). The notification shall state the job to which the employee is eligible to be recalled and the date and time at which the employee shall report for work. The employee is solely responsible for their proper address being on record with the Hospital.

  • Procurement of Goods and Services (a) If the HSP is subject to the procurement provisions of the BPSAA, the HSP will abide by all directives and guidelines issued by the Management Board of Cabinet that are applicable to the HSP pursuant to the BPSAA. (b) If the HSP is not subject to the procurement provisions of the BPSAA, the HSP will have a procurement policy in place that requires the acquisition of supplies, equipment or services valued at over $25,000 through a competitive process that ensures the best value for funds expended. If the HSP acquires supplies, equipment or services with the Funding it will do so through a process that is consistent with this policy.

  • Cybersecurity; Data Protection The Company’s information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company has implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with its business, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company is presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except where the failure to be in compliance would not, individually or in the aggregate, have a Material Adverse Effect.

  • By Licensor Licensor will indemnify, defend and hold harmless Licensee and its Affiliates, and their respective directors, officers and employees (“Licensee Indemnitees”) from and against any and all Third Party Claims and associated Liabilities to the extent arising directly or indirectly from any material breach by Licensor of the terms of this Agreement..

  • Procurement of Goods and Works Except as ADB may otherwise agree, Goods and Works shall only be procured on the basis of the methods of procurement set forth below:

  • Publicity, Media and Official Enquiries 22.1 Without prejudice to the Authority’s obligations under the FOIA, neither Party shall make any press announcements or publicise the Contract or any part thereof in any way, except with the written consent of the other Party. 22.2 Both Parties shall take reasonable steps to ensure that their Personnel comply with clause 22.1.

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