Conditions and Reservations Sample Clauses

Conditions and Reservations. (a) Guilford hereby grants to Merck a perpetual, royalty-free, non-revocable, non-exclusive license in the IND and the NDA, as each exists on the Effective Date, to research the Product (including the performance of clinical trials) inside or outside the Territory for any purpose or indication, including Covered Indications and Non-Covered Indications.
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Conditions and Reservations. 2.4.1 Notwithstanding Section 2.1 or Section 2.2, and subject to the remaining provisions of this Agreement, Merck (on behalf of itself and its Affiliates and designees) reserves and retains the perpetual right to use and reference, and Buyer (and its Affiliates) hereby grant to Merck (and its Affiliates and designees) the right to use and reference, the Health Registrations and any information, data, know-how, formulas, assays, goodwill, or intellectual property contained in the Health Registrations, and the Documents to the extent such use or reference relates to, or otherwise in connection with:
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Conditions and Reservations. 2.4.1 Notwithstanding Section 2.1 or Section 2.2, and subject to the remaining provisions of this Agreement, Merck (on behalf of itself and its Affiliates and designees) reserves and retains the perpetual right to use and reference, and Buyer (and its Affiliates) hereby grant to Merck (and its Affiliates and designees) the right to use and reference, the Health Registrations and any information, data, know-how, formulas, assays, goodwill, or intellectual property contained in the Health Registrations, and the Documents to the extent such use or reference relates to, or otherwise in connection with: (a) the performance by Merck and its Affiliates of their obligations under this Agreement and the Ancillary Agreements; (b) the Excluded Assets or the Excluded Liabilities; (c) any Compounds for non-human use or nonprescription use; (d) any pharmaceuticals, biologicals or chemical entities (including any derivative of any Compound or any combination product containing such Compound, but excluding the Products themselves and any other product for sale in the Territory for an Approved Indication), or any Other Products (including the research, development, manufacture, marketing, distribution or sale thereof, both inside and/or outside the Territory); (e) any Compounds for research and development; (f) any use outside of the Territory (including the right to manufacture and use of the Compounds or Ex-Territory Products in the Territory for marketing, distribution or sale outside the Territory); or (g) to the extent it is necessary or useful for the defense or prosecution of any legal or regulatory proceeding in which Merck or any Affiliate is a party or a potential party. 2.4.2 Merck acknowledges and agrees that any data or information developed or conceived after the Closing Date by Inspire, Buyer and their Affiliates shall be the sole and exclusive property of Inspire, Buyer and such Affiliates and Merck and its Affiliates shall not have any right to use or reference such data or information hereunder pursuant to Section 2.4.1; provided that (i) Merck and its Affiliates and designees shall have the perpetual right to use and reference all safety data and information, including as contained in the Health Registrations, as the same may be amended from time to time after Closing, for purposes of exercising their rights under Section 2.4.1, (ii) Merck and its Affiliates and designees shall have the right to use and reference the Health Registrations, as the same may...
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Related to Conditions and Reservations

  • Covenants, Conditions and Restrictions This Lease is subject to the effect of (i) any covenants, conditions, restrictions, easements, mortgages or deeds of trust, ground leases, rights of way of record and any other matters or documents of record; and (ii) any zoning laws of the city, county and state where the Building is situated (collectively referred to herein as "Restrictions") and Tenant will conform to and will not violate the terms of any such Restrictions.

  • APPURTENANT RIGHTS AND RESERVATIONS (a) Tenant shall have, as appurtenant to the Premises, the non-exclusive license to use, and permit its invitees to use in common with Landlord and others, (i) public or common lobbies, hallways, stairways and common walkways necessary for access to the Building and the Premises, and if the portion of the Premises on any floor includes less than the entire floor, the common toilets, corridors and lobbies of such floor, each as made available by Landlord from time to time for use in common by tenants of the Building; (ii) the access roads, driveways, parking areas, loading areas, pedestrian sidewalks, landscaped areas, trash enclosures; (iii) the autoclave and glasswasher installed as part of Landlord’s Work, as more particularly described in Exhibit C, and other areas or facilities, if any, which are located in or on the Property and designated by Landlord from time to time for the non-exclusive use of tenants and other occupants of the Property (the “Common Facilities”); but such rights shall always be subject to reasonable rules and regulations from time to time established by Landlord pursuant to Section 15.6 (the “Rules and Regulations”) and to the right of Landlord to designate and change from time to time such areas and facilities so to be used (provided that such changes do not materially adversely affect Tenant’s use of the Premises or Tenant’s parking rights and do not materially increase the obligations or materially decrease the rights of Tenant under this Lease). Notwithstanding anything to the contrary herein or in the Lease contained, Landlord has no obligation to allow any particular telecommunication service provider to have access to the Building or to the Premises. If Landlord permits such access, Landlord may condition such access upon the payment to Landlord by the service provider of fees assessed by Landlord in its sole discretion

  • Restrictions and Conditions (a) Any book entries for the shares of Restricted Stock granted herein shall bear an appropriate legend, as determined by the Administrator in its sole discretion, to the effect that such shares are subject to restrictions as set forth herein and in the Plan.

  • Agreements and Conditions On or before the Closing Date, Seller shall have complied with and duly performed and satisfied in all material respects all agreements and conditions on its part to be complied with and performed by such date pursuant to this Agreement.

  • Conditions to MLV’s Obligations The obligations of MLV hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by MLV of a due diligence review satisfactory to it in its reasonable judgment, and to the continuing satisfaction (or waiver by MLV in its sole discretion) of the following additional conditions:

  • Conditions and Covenants All of the provisions of this Lease shall be deemed as running with the land, and construed to be “conditions” as well as “covenants” as though the words specifically expressing or imparting covenants and conditions were used in each separate provision.

  • Other Obligations and Restrictions No Restricted Person has any outstanding Liabilities of any kind (including contingent obligations, tax assessments, and unusual forward or long-term commitments) that are, in the aggregate, material to Borrower or material with respect to Borrower’s Consolidated financial condition and not shown in the Initial Financial Statements or disclosed in Section 5.7 of the Disclosure Schedule or otherwise permitted under Section 7.1. Except as shown in the Initial Financial Statements or disclosed in Section 5.7 of the Disclosure Schedule, no Restricted Person is subject to or restricted by any franchise, contract, deed, charter restriction, or other instrument or restriction that could reasonably be expected to cause a Material Adverse Change.

  • Conditions and Limitations The admission of any Person as a Substituted Member or an Additional Member shall be conditioned upon (i) such Person’s written acceptance and adoption of all the terms and provisions of this Agreement, either by (A) execution and delivery of a counterpart signature page to this Agreement countersigned by the Managing Member on behalf of the Company or (B) any other writing evidencing the intent of such Person to become a Substituted Member or an Additional Member and such writing is accepted by the Managing Member on behalf of the Company.

  • Operations and Properties Borrower shall, and shall cause each of its Subsidiaries to, act prudently and in accordance with customary industry standards in managing or operating its assets, properties, business and investments. Borrower shall, and shall cause each of its Subsidiaries to, keep in good working order and condition, ordinary wear and tear excepted, all of its assets and properties which are necessary to the conduct of its business.

  • CONDITIONS TO LOANS The obligations of Lenders to make Loans are subject to satisfaction of all of the applicable conditions set forth below.

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