Company Objection Sample Clauses

Company Objection. The Company may object to the proposed disclosure on the grounds that (i) it contains Confidential Information that was disclosed to the Collaborator by the Company; or (ii) that it discloses patentable subject matter which needs protection. If the Company makes objection on the grounds of the inclusion of the Company’s Confidential Information, the Collaborator will remove such Confidential Information immediately from the proposed disclosure, after which the Collaborator is free to present and/or publish the proposed disclosure. If the Company makes an objection on the grounds of protection of patentable subject matter, the Collaborator will delay the proposed disclosure until the Company has filed one or more patent applications with one or more patent offices directed to such patentable subject matter (the “Delay”). A provisional patent application will be considered to be a patent application in the United States of America for the purposes of this Agreement.

Company Objection. The Company shall have thirty days after the giving of any Contingent Consideration Notice to make an objection (in writing) to any item in a Contingent Consideration Notice, specifying in reasonable detail the item objected to and the basis for such objection (the "Notice of Objection"). If a timely Notice of Objection is not received or to the extent an item is not objected to in the Notice of Objection, the Contingent Consideration Notice and the portion of the Contingent Consideration to be paid shall be deemed to have been accepted and final and binding on the parties, absent manifest error. If the Company delivers a timely Notice of Objection to the Contingent Consideration Notice, Buyer and the Company shall resolve such conflict in accordance with the procedures set forth in Section 1.3(e)(v). The Company may also, within such thirty-day period, provide Buyer with a written request that an audit be performed with regard to the calculation of the Revenue in the Revenue Notice. If the Company requests such an audit, the Company will be permitted to engage an independent auditing firm of national standing, with no conflict of interest with Buyer, to conduct an audit of the Revenue calculation, provided that such audit firm enters into a customary form of confidentiality agreement with Buyer with respect to the information furnished to them in such audit. The Company will pay for the costs and expenses of such audit, provided, however, that if the amount of Revenue-based Contingent Consideration ultimately determined hereunder to be due exceeds the amount thereof set forth in the Revenue Notice by more than 5% of the amount ultimately determined to be due, the Buyer will reimburse the Company for the reasonable costs and expenses of such audit. In the event of any dispute related to the amount of Contingent Consideration payable, Buyer will remit the amount due promptly following the resolution of any such dispute.