CONFIDENTIAL TREATMENT REQUEST assignment for the benefit of creditors, this Agreement shall immediately terminate, and all rights of Licensee in the Licensed Proprietary Property shall automatically revert to Licensor. Upon occurrence of any of the foregoing events, Licensee shall give immediate written notice thereof to Licensor.
CONFIDENTIAL TREATMENT REQUEST. (e) was independently developed by the receiving party without reference to any information or materials disclosed by the disclosing party; or
CONFIDENTIAL TREATMENT REQUEST. (ii) The Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement prior to the date of Closing.
CONFIDENTIAL TREATMENT REQUEST. Notwithstanding the foregoing sentence, in the event that Licensor within its sole judgment and discretion determines that prosecution or maintenance of a patent in a particular country is not economically viable or otherwise feasible, Licensor shall promptly notify Licensee of Licensor's intention to abandon such patent application or patent. Licensor shall not otherwise abandon a patent or patent application within the Patent Rights. Upon receipt of such notice, Licensee, in its sole discretion, may elect to assume responsibility (and to pay associated fees and expenses generated after Licensee assumes such responsibility) with respect to a patent application or patent which Licensor intends to abandon. The notice shall be provided sufficiently in advance of any deadlines or due dates such that Licensee has a reasonable time within which to assume responsibility and comply with the deadlines or due dates. Licensee may, in its sole discretion, abandon any patent application or patent for which it has previously assumed responsibility and will not be liable to Licensor in any way for such abandonment.
CONFIDENTIAL TREATMENT REQUEST sold. In the event that a Product is sold in combination as a single product with another product ("Combination Product"), active component or service (which product, component or service is not a portion of the Product) and whose sale and use are not covered by a Valid Claim of the Product in the country for which the combination product is sold, Gross Revenues from such sales for purposes of calculating the amounts due under this Agreement shall be calculated by multiplying the Gross Revenues of that combination by the fraction A/(A+B), where A is the gross selling price of the Product sold separately and B is the gross selling price of the other product, active component or service sold separately. In the event that no such separate sales are made by Licensee or its Sublicensee, Gross Revenues for royalty determination shall be reasonably allocated between the Product and such other product, active component or service, based upon their relative importance and proprietary protection. Without limitation, liposomal compounds, paclitaxel and analogues thereof, and aerosol containers (nebulizers) are deemed to be portions of the Product.
CONFIDENTIAL TREATMENT REQUEST. (b) If the Buyer chooses to renew this Agreement in accordance with Section 2(a), ** OMITTED PURSUANT TO
CONFIDENTIAL TREATMENT REQUEST. Seller will deliver a list of --------------- ** Multiple asterisks indicate that the portion of this document so marked has been omitted as a confidential portion of this document and has been filed separately with the Commission. revised prices (the "Revised Prices") to Buyer at least ninety (90) days prior to commencement of the contract extension.
CONFIDENTIAL TREATMENT REQUEST. If either Party is required to file or disclose this Agreement or any portion thereof with the United States Securities and Exchange Commission (the “SEC”) or any other governmental authority, such Party shall notify the other Party in writing and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure. Each Party shall use its commercially reasonable efforts to procure confidential treatment of the Agreement or relevant provisions thereof pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, in each case as amended, and the rules, regulations and guidelines promulgated thereunder, or any Laws and Regulations. Each Party will use its commercially reasonable efforts to procure confidential treatment for such portions of the Agreement as may be reasonably requested in a timely manner by the other Party.
CONFIDENTIAL TREATMENT REQUEST. (b) If the Buyer chooses to renew this Agreement in accordance with Section 2(a), **OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. ** Seller will deliver a list of revised prices (the "Revised Prices") to Buyer at least ninety (90) days prior to commencement of the contract extension.
CONFIDENTIAL TREATMENT REQUEST. Licensor during the term of this Agreement all available information and Know-How on any Improvements, whether patentable, copyrightable or not, now or hereafter found, discovered, invented, owned, or controlled by Licensee.
