Compliance with Third Party Agreements. The Contractor agrees that it shall comply (and shall cause its employees and other workforce members to comply) with any other privacy and security obligation that is required as the result of EOHHS (or EOTSS or another third party, on EOHHS’ behalf) having entered into an agreement (any such agreement, a “Third Party Agreement”) with a third party (such as the Social Security Administration, the Department of Revenue or the Centers for Medicaid and Medicare Services) to obtain or to access PI from a third party (any such PI, “Third Party Data”) or to access any System containing Third Party Data or through which Third Party Data could be accessed, including, by way of illustration and not limitation, signing a written compliance acknowledgment or confidentiality agreement, undergoing a background check or completing training. The Parties acknowledge and agree that Third Party Data includes, without limitation, all data that EOHHS receives or obtains from Massachusetts Department of Revenue, the Social Security Administration, the Internal Revenue Service, the Department of Homeland Security or through the Federal Data Services Hub and, notwithstanding anything herein to the contrary, the Contractor may not access any such Third Party Data unless disclosure of such data to the Contractor is permitted under the applicable Third Party Agreement(s), all conditions for disclosure under such Agreement(s) have been satisfied and the Contractor’s access to such data is otherwise permitted under the terms of this Agreement. Notwithstanding the foregoing, the Contractor shall not be required to comply (or ensure compliance) with a Third Party Agreement under this paragraph unless it has been provided with a copy of the applicable Third Party Agreement or notified of its requirements.
Compliance with Third Party Agreements. The Marketer shall comply with all agreements with third parties related to the Marketer Business including, in particular, all provisions of any premises lease.
Compliance with Third Party Agreements. 2.3.1 Subject to INEX’s performance of its obligations under this Agreement, and in consideration for INEX’s sublicense of the BCCA Patents, Hana unconditionally, absolutely and irrevocably covenants and agrees with INEX as primary obligor, to adopt as Hana’s own obligations every obligation of INEX contained or set forth in the BCCA Agreements.
2.3.2 Subject to Hana’s performance of its obligations under this Agreement, INEX unconditionally, absolutely and irrevocably covenants and agrees with Hana to:
(a) adopt as INEX’s own obligations, the royalty obligations set forth in the MD Xxxxxxxx License to the extent such obligations arise from INEX’s, its licensees’ or sublicensees’ use of the MD Xxxxxxxx Patents outside the Hana Field; and
(b) to continue to comply with INEX’s royalty obligations set forth in the BCCA Agreements to the extent such obligations arise from INEX’s, its licensees’ or sublicensees’ use of the BCCA Patents outside the Hana Field.
Compliance with Third Party Agreements. (a) The grants by MERRIMACK under Licensed Intellectual Property set forth in Section 7.1 include the sublicense of certain Licensed Intellectual Property that is not owned by MERRIMACK. SANOFI-AVENTIS’ rights and licenses under, or with respect to, Licensed Intellectual Property, including any prosecution or enforcement undertaken by the Parties pursuant to Article IX, are limited to the rights granted by Third Party licensors to MERRIMACK under the Existing Third Party Licenses and are subject to all applicable restrictions, limitations and obligations imposed on MERRIMACK or its sublicensees in such Existing Third Party Licenses. SANOFI-AVENTIS shall comply, and cause its Affiliates and sublicensees to comply, with all such restrictions, limitations and obligations (including Paragraphs 4.2, 4.3, 5.1, 5.2, 8.1, 9.1-9.5, 10.1-10.5, 12.5, 13.7-13.9 and 14.10 of the PHS Agreement, a copy of which provisions is attached hereto as Exhibit E).
(b) During the Term, MERRIMACK shall use Commercially Reasonable Efforts to maintain the Existing Third Party Licenses in effect (and in particular shall use Commercially Reasonable Efforts not to commit any breach that would entitle the Third Party licensor to terminate an Existing Third Party License) and shall not terminate any Existing Third Party License without SANOFI-AVENTIS’ prior written consent. In addition, during the Term, MERRIMACK shall promptly notify SANOFI-AVENTIS of any written notice of breach or termination received by MERRIMACK with respect to any Existing Third Party License and SANOFI-AVENTIS shall have the right to cure any such breach on MERRIMACK’s behalf.
(c) Any sublicensee obligations required by any Existing Third Party License to be included in a sublicense thereunder, including without limitation any required provision making the applicable Third Party licensor a third party beneficiary of any sublicense thereunder, shall be deemed to be included in this Agreement, provided a copy of the relevant agreement has been provided to SANOFI-AVENTIS prior to the Execution Date.
(d) The license granted by MERRIMACK in Section 7.1 with respect to the Patent Rights licensed under the PHS Agreement are subject to rights reserved by the United States government as set forth in the PHS Agreement.
Compliance with Third Party Agreements. Each Party agrees to comply with the obligations set forth in (a) the Licenses to which it is a party and to notify the other Party of any terms or conditions in any such License with which such other Party is required to comply as a licensee or sublicensee, as the case may be, and (b) any other material agreement, including any sublicense under a License referenced in subsection (a) above, to which it is a party and that is related to the Collaboration, including, without limitation, any obligations to pay royalties, fees or other amounts due thereunder. Neither Party may terminate or amend any License or any other material agreement entered into pursuant to a Plan without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed, if the amendment or termination imposes any material liability or restriction on either Party with respect to the Development, Manufacture or Commercialization of Licensed Products in the Field in the Territory.
Compliance with Third Party Agreements. Each Party agrees to comply with the obligations set forth in (a) the Existing Licenses or the New Licenses to which it is a party and to notify the other Party of any terms or conditions in any such Existing License or New License with which such other Party is required to comply as a licensee or sublicensee, as the case may be, and (b) any other material agreement to which it is a party and that is related to the Collaboration, including, without limitation, any obligations to pay royalties, fees or other amounts due thereunder. Moreover, each Party shall take all actions reasonably necessary to ensure such Party’s compliance with (a) any such Existing License or New License to which it is a party and any such terms and conditions with which such Party is required to comply as a licensee or sublicensee, as the case may be, and (b) any such material agreement. Neither Party may terminate any Existing License, New License or any other material agreement referred to in clause (b) above with respect to any VEGF Product without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed. Regeneron is currently negotiating the agreements listed on Part B of Schedule 3 which shall be treated as New Licenses under this Agreement and which shall require the approval of both Parties, such approval by Aventis not to be unreasonably withheld or delayed.
Compliance with Third Party Agreements. United, and the Operating Entities, each is in full compliance in all material respects with all of its contractual provisions or loan covenants in any agreement with any lender or other third-party.
Compliance with Third Party Agreements. In the event that Buyer or Seller or any of its respective Affiliates arranges for a Transition Service to be provided to the Receiving Party by an Affiliate or a third party service provider, the Receiving Party shall at all times comply with the material terms of the Providing Party’s (or any of its Affiliates’) agreements with such Affiliate or third party service provider (each, a “Third Party Agreement”), to the extent such Third Party Agreements are applicable to the Transition Services, as if the Receiving Party was party thereto, including without limitation all use restrictions and confidentiality obligations; provided that the Receiving Party shall be provided with a reasonably detailed summary of all material terms of such Third Party Agreement with which such Receiving Party is required to comply. In the event that the Receiving Party fails to meet its obligations under the preceding sentence of this Section 8 as to the terms of a Third Party Agreement, the Providing Party may provide the Receiving Party with written notice of its intention to terminate all Transition Services that are provided to the Receiving Party under such Third Party Agreement. In the event that such Third Party Agreement provides for a cure period and the Receiving Party does not cure its or any of its applicable Affiliate’s failure to meet its obligations under such Third Party Agreement within the cure period provided for in such Third Party Agreement, the Providing Party shall be entitled to terminate all Transition Services that are provided to the Receiving Party under such Third Party Agreement, and any Transition Services related thereto or dependent thereon.
Compliance with Third Party Agreements. Subject to INEX’s performance of its obligations under this Agreement, and in consideration for INEX’s sublicense of the BCCA Patents and MD Xxxxxxxx Patents Hana unconditionally, absolutely and irrevocably covenants and agrees with INEX as primary obligor, to adopt as Hana’s own obligations every obligation of INEX contained or set forth in the BCCA Agreements and the MD Xxxxxxxx License.
Compliance with Third Party Agreements. Notwithstanding anything to the contrary contained herein, Astellas agrees to comply with the requirements (upon sublicensees or otherwise) of FG’s License Agreement with Imigen, Inc. relating to HIF stabilization technology dated as of October 30, 2003. In addition, Astellas agrees to comply with the requirements (upon sublicensees or otherwise) of any future Third Party Agreements for which Astellas obtains rights through an FG license pursuant to Section 14.5.1 hereof.
