Certain Program Information and Other Rights Sample Clauses

Certain Program Information and Other Rights. Solely with -------------------------------------------- respect to (i) any Product which has been eliminated from this Agreement pursuant to Section 2.5; (ii) any country for which the Commercialization rights granted to Durect under Section 5.1 have expired, or have been terminated pursuant to this Agreement with respect to any Product or (iii) upon the expiration or termination of this Agreement (except for termination by Durect due to a breach by ALZA under Section 11.2); and in each case solely to the extent required by ALZA to develop, make, have made, use and sell the Product to which such termination or elimination relates in the relevant Subterritory or country, Durect hereby grants to ALZA the exclusive right and license, with the right to sublicense, solely to use any and all data, rights and information necessary for such purpose, including but not limited to regulatory filings and Program Information to which ALZA does not already have rights hereunder, and the right to cross-reference any and all regulatory filings with respect to the Product. (To the extent possible, regulatory filings for those countries for which ALZA obtains commercialization rights shall be transferred to ALZA.) If and when ALZA Commercializes a Product pursuant to this Section, in order to compensate Durect for its investment in developing such filings and information, ALZA shall make payments to Durect at a rate as set forth in Section 6.1 (but determined based on ALZA's net sales of Product), but only until the aggregate of such payments is equal to [* * *] with respect to the applicable Product (or with respect to the Product in such applicable country if ALZA obtains rights only as **Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. to a specified country or countries). Notwithstanding the foregoing, in the event of the elimination of a Product under this Agreement, if Durect has developed and successfully filed an NDA covering such Product prior to such elimination, then in consideration of the rights granted ALZA respecting such Product ALZA shall pay Durect continuing royalties of [* * *] percent of its Net Sales after the obligation to make payments under the preceding sentence has expired, provided that the obligations to pay royalties shall expire for the Territory twenty years after the first commercial sale in any Major Market Country. In each case, such payments by ALZA will...
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Related to Certain Program Information and Other Rights

  • Field Audit, Examination Reports and other Information; Disclaimer by Lenders By signing this Agreement, each Lender:

  • Reports and Other Information (a) The Fund and the Investment Manager agree to furnish to each other, if applicable, current prospectuses, proxy statements, reports to shareholders, certified copies of their financial statements, and such other information with respect to their affairs as each may reasonably request. The Investment Manager further agrees to furnish to the Fund, if applicable, the same such documents and information pertaining to any sub-adviser as the Fund may reasonably request.

  • Limitations on Liability of the Master Servicer and Others Subject to the obligation of the Master Servicer to indemnify the Indemnified Persons pursuant to Section 7.03:

  • Voting and Other Rights (a) Only those Record Holders of Voting Shares on the Record Date set pursuant to Section 7.3 shall be entitled to notice of, and to vote at, a meeting of Members or to act with respect to matters as to which the holders of the Voting Shares have the right to vote or to act. All references in this Agreement to votes of, or other acts that may be taken by, the Voting Shares shall be deemed to be references to the votes or acts of the Record Holders of such Voting Shares on such Record Date.

  • Field Examination and Other Fees Subject to any limitations set forth in Section 5.7(c), Borrowers shall pay to Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Loan Party or its Subsidiaries performed by or on behalf of Agent, and (ii) the fees, charges or expenses paid or incurred by Agent if it elects to employ the services of one or more third Persons to appraise the Collateral, or any portion thereof.

  • Litigation and Other Notices Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of the Borrower obtains actual knowledge thereof:

  • Limitation of Liability of Trustees and Others The Service Provider acknowledges that the trustees, officers, employees, agents or shareholders of the Trust shall not be liable for any obligations of the Trust or of the Funds this Servicing Agreement and agrees that, in asserting any rights or claims under this Servicing Agreement or the Plan, it shall look only to the assets and property of the Fund to which the Service Provider’s rights or claims relate in settlement of such rights or claims, and not to the trustees, officers, employees, agents or shareholders of the Trust.

  • Utilities and Other Services Tenant shall be liable for and shall pay directly all charges, fees and amounts (together with any applicable penalties, late charges, taxes or assessments thereon) when due for water, gas, electricity, air conditioning, heat, septic, sewer, refuse collection, telephone and any other utility charges or similar items in connection with the use or occupancy of the Leased Property. Landlord shall not be responsible or liable in any way whatsoever for the quality, quantity, impairment, interruption, stoppage, or other interference with any utility service, including, without limitation, water, air conditioning, heat, gas, electric current for light and power, telephone, or any other utility service provided to or serving the Leased Property or any damage or injury caused thereby. No such interruption, termination or cessation of utility services shall relieve Tenant of its duties and obligations pursuant to this Lease, including, without limitation, its obligation to pay all Rent as and when the same shall be due hereunder.

  • SEC and Other Reports promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all amendments thereto filed by the Company or any Subsidiary with the Securities and Exchange Commission and of all press releases and other statements made available generally by the Company or any Subsidiary to the public concerning developments that are Material;

  • Provision of Information Necessary for Preparation of Securities Registration Statements, Amendments and Other Materials The Manager, its officers and employees will make available and provide accounting and statistical information required by the Fund in the preparation of registration statements, reports and other documents required by federal and state securities laws and with such information as the Fund may reasonably request for use in the preparation of such documents or of other materials necessary or helpful for the underwriting and distribution of the Fund’s shares.

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