Consultation; Cooperation Sample Clauses

Consultation; Cooperation. The enforcing Party will keep the non-enforcing Party regularly informed of the status and progress of such enforcement efforts with respect to any Prothena Licensed Collaboration Patent or Licensed Program Patent, in each case other than a Prothena Platform Patent. The enforcing Party shall consult with the non-enforcing Party and will take comments of the non-enforcing Party into good faith consideration with respect to the infringement or claim construction of any claim in any such Prothena Licensed Collaboration Patent or Licensed Program Patent. The non-enforcing Party will provide to the enforcing Party reasonable cooperation in such enforcement, at such enforcing Party’s request and expense.
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Consultation; Cooperation. The enforcing Party will keep the non-enforcing Party regularly informed of the status and progress of such enforcement efforts. The enforcing Party will consult with the non-enforcing Party and will take comments of the non-enforcing Party into good faith consideration with respect to the infringement or claim construction of any claim in any BeiGene Patent or Joint Patent. The non-enforcing Party will provide to the enforcing Party reasonable cooperation in such enforcement, at such enforcing Party’s request and expense.
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Consultation; Cooperation. The enforcing Party will keep the non-enforcing Party regularly informed of the status and progress of such enforcement efforts with respect to any Prothena Licensed Collaboration Patent or Licensed Program Patent, in each case other than a Prothena Platform Patent. The enforcing Party shall consult with the non-enforcing Party and will take comments of the non-enforcing Party into good faith consideration with respect to the infringement or claim construction of any claim in any such Prothena Licensed Collaboration Patent or Licensed Program Patent. The non-enforcing Party will provide to the enforcing Party reasonable cooperation in such enforcement, at such enforcing Party’s request and expense. In addition, Prothena shall (a) keep Celgene regularly informed of the status and progress of enforcement efforts with respect to any foreign counterparts of such Prothena Licensed Collaboration Patents and Licensed Program Patents and (b) consult with Celgene and will take comments of Celgene into good faith consideration with respect to the infringement or claim construction of any claim in any foreign counterparts of such Prothena Licensed Collaboration Patents and Licensed Program Patents.
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Consultation; Cooperation. The Responsible Party will consult with the other Party and consider in good faith the reasonable comments and suggestions of the other Party regarding the financial terms of any Future Regulus Agreement or Future Sanofi Agreement (as applicable), and in negotiating such Future Regulus Agreement or Future Sanofi Agreement with the applicable Licensor(s) shall use commercially reasonable efforts to minimize any In-License Royalties, In-License Milestones and Other In-License Payments that (a) are to be borne, in whole or in part, by the other Party pursuant to Section 6.8, (b) are creditable against any amounts payable to Regulus hereunder in accordance with Section 6.10.1 or Section 6.10.4, and/or (c) in the case of In-License Royalties, are to be considered in [***]. Except as set forth in Section 6.7.2 or Section 6.9, Regulus will not enter any Future Regulus Agreement that would impose any additional financial obligations on Sanofi beyond those set forth in this Agreement without first obtaining Sanofi’s prior written consent.
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Consultation; Cooperation. You shall make yourself available, upon reasonable notice, through November 30, 1999 either by telephone or, in Ekco's discretion, in person, to assist Ekco in any matter relating to the services performed by you during your employment or later consulting with Ekco. To the extent such consultation involves more than deminimus time, the Company agrees to compensate you for your consulting services at a reasonable rate to be mutually agreed upon by you and the Company. You also shall cooperate fully with Ekco in the defense or prosecution of any claims or actions now in existence or which may be brought or threatened in the future against or on behalf of Ekco, including without limitation any claims or actions against its officers, directors and employees. Your cooperation in connection with such actions or claims shall include, without limitation, your being available to meet with Ekco or its designees in connection with any regulatory matters, to prepare for any proceeding (including, without limitation, depositions, consultation, discovery or trial), to provide affidavits, to assist with any audit, inspection, proceeding or other inquiry, or to act as a witness in connection with any litigation or other legal proceeding affecting Ekco. Should you be contacted (directly or indirectly) by any person known by you to be adverse to Ekco with respect to any dispute with Ekco, you shall promptly (within 48 hours) notify the President of the Company. It is understood that your obligations under this Section 6 shall not unreasonably interfere with your other business obligations. The Company shall promptly reimburse you for reasonable out of pocket expenses incurred by you at Ekco's request in complying with your obligations under this Section 6. The Company agrees to indemnify, defend and hold you harmless from damages incurred by you in connection with providing such services to the same extent as the Company indemnifies its directors pursuant to the terms the Company's bylaws.
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Consultation; Cooperation. Landlord shall advise Tenant of, and ------------------------ consult with Tenant regarding, all material matters relating to the Work, including, without limitation, the design, construction and engineering of the Work, as well as the services performed or to be performed by the Architect, Engineer and Contractor. Tenant shall reasonably cooperate with Landlord with respect to such consultations and shall not act or fail to act in a manner which will delay the design or construction of the Work. Landlord agrees to use reasonable efforts to cause Architect, Engineer, Contractor and all other persons working on or in connection with the Work to perform and comply with terms of this Agreement and any other applicable agreement (including, without limitation, pursuing any applicable legal recourse against such persons). If any one or more Architect, Engineer or Contractor breach their respective contracts with Landlord described herein, Landlord may, but shall not be obligated to, commence civil proceedings to obtain specific enforcement of such breached contract and/or for any other remedies or damages available to Landlord. In the event of such a breach and if Landlord fails or refuses to commence such legal proceedings against the breaching party for sixty (60) days, Tenant may commence civil proceedings, at Tenant's sole expense, for specific enforcement of the breached contract or any other remedies or damages available to Tenant, and to the extent necessary to permit and prosecute such proceedings Landlord will assign its rights under the breached contract or contracts to Tenant and reasonably cooperate with Tenant in connection therewith.
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Consultation; Cooperation. With respect to any Transferred Compound Patents that disclose or describe Ronacaleret, and any Ronacaleret Patents that disclose, describe or claim Transferred Compounds, respectively, the Parties will use reasonable efforts to keep each other informed of issues in the prosecution, enforcement or defense of Transferred Compound Patents that are likely to have a material effect on Ronacaleret, and Ronacaleret Patents that are likely to have a material effect on Transferred Compounds, respectively. Each Party will allow the other Party the right to review and comment on any such material issues, and each Party will consider the input of the other in good faith. The Parties shall be responsible for formulating a strategy for the protection of Transferred Compound Patents that disclose or describe Ronacaleret, and Ronacaleret Patents that disclose, describe or claim Transferred Compounds to ensure consistency between the Parties with respect to the prosecution, enforcement and defense of all such Patents. The foregoing principles shall also apply to the extent that NPS is controlling any prosecution, maintenance, enforcement or defense of Ronacaleret Patents that generically or specifically claim [*] as provided in this Article 11, including the `003 Patent and the `684 Patent, and which prosecution, maintenance, enforcement or defense is likely to have a material effect on Ronacaleret.
Sample 1
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Consultation; Cooperation. The enforcing Party will keep the non-enforcing Party regularly informed of the status and progress of such enforcement efforts with respect to any Immatics Patent or Joint Patent, or Immatics Know-How or Joint Invention. The enforcing Party shall consult with the non-enforcing Party and will take comments of the non-enforcing Party into good faith consideration with respect to the infringement or claim construction of any claim in any such Immatics Patent or Joint Patent or with respect to the misappropriation of any Immatics Know-How or Joint Invention, as applicable; provided however, that the enforcing Party shall have the final decision making authority in connection therewith. The non-enforcing Party will provide the enforcing Party reasonable cooperation in such enforcement, at such enforcing Party’s request and expense. Certain confidential information contained in this document, marked by [**], has been omitted because Immatics N.V. (the “Company”) has determined that the information (i) is not material and (ii) is customarily and actually treated by the Company as private or confidential.
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Consultation; Cooperation. In each case with respect to the Prosecution and Maintenance of Joint Patents in and outside the Territory and the Prosecution and Maintenance of Santhera Patents in the Territory as provided in Sections 7.7(a) and 7.7(b), the responsible Party (the “Filing Party”) shall consult with the other Party (the “Non-Filing Party”) and keep the Non-Filing Party reasonably informed of the status of any such Prosecution and Maintenance as follows:
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Related to Consultation; Cooperation

  • Litigation Cooperation From the date hereof and continuing through the termination of this Agreement, make available to Bank, without expense to Bank, Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to Borrower.

  • Consultation 10.1 The Employer agrees to consult the Employee timeously where the exercising of its powers will have amongst others-

  • Notice and Cooperation Each Party shall provide to the other Party prompt written notice of any actual or threatened infringement of the Product Trademarks in the Territory and of any actual or threatened claim that the use of the Product Trademarks in the Territory violates the rights of any Third Party. Each Party agrees to cooperate fully with the other Party with respect to any enforcement action or defense commenced pursuant to this Section 7.7.

  • Consultation Procedure If a party hereto is unable to meet the provisions of the Service Level Agreement, or in the event that a dispute arises relating to performance goals set forth in the Service Level Agreement, either party to this Agreement shall address any concerns it may have by requiring a consultation with the other party.

  • Tax Cooperation The Parties agree to use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts to avoid or reduce, to the extent permitted by Applicable Laws, Tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying Party to the receiving Party under this Agreement (“Withholding Taxes”). If Withholding Taxes are imposed on any payment under this Agreement, the liability for such Withholding Taxes shall be the sole responsibility of the receiving Party, and the paying Party shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes to the proper taxing authority, and (iii) send proof of payment to the receiving Party within thirty (30) days following such payment. If and to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the other Party with) any certification, identification or other reporting requirements that may be reasonably necessary in order for the paying Party to not withhold Withholding Taxes or to withhold Withholding Taxes at a reduced rate under an applicable bilateral income tax treaty. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable Laws, of Withholding Taxes or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing the cost of such Withholding Taxes under this Section 16.5(d) (Tax Cooperation). Notwithstanding the foregoing, if as a result of any assignment or sublicense by the paying Party, any change in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party so that the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If a Party makes a payment in accordance with the sentence above (gross-up) (“Tax Payment”) and

  • Cooperation and Coordination The Parties acknowledge and agree that it is their mutual objective and intent to minimize, to the extent feasible and legal, taxes payable with respect to their collaborative efforts under this Agreement and that they shall use all commercially reasonable efforts to cooperate and coordinate with each other to achieve such objective.

  • Continuing Cooperation Following the Termination Date, Executive agrees to cooperate with all reasonable requests for information made by or on behalf of Company with respect to the operations, practices and policies of the Company. In connection with any such requests, the Company shall reimburse Executive for all out-of-pocket expenses reasonably and necessarily incurred in responding to such request(s).

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