Contract with Counsel Sample Clauses

Contract with Counsel. LICENSEE shall execute a written agreement with Counsel establishing that: 1) the attorney/client relationship relative to the prosecution, registration, or protection of PATENT RIGHTS will be with S&W and LlCENSEE jointly; 2) Counsel will not take any actions adverse to the interests of S&W in relation to PATENT RIGHTS including, for example and without limitation, any future invalidity or adverse litigation actions; 3) costs for prosecution, registration, or protection of PATENT RIGHTS will be invoiced directly to LICENSEE with a courtesy copy of the invoice lo S&W; and 4) S&W will not be responsible for payment of invoices relating to prosecution, registration, or protection of PATENT RIGHTS conducted under this Agreement. including, without limitation, attorneys· fees, costs, official filing fees, and foreign associates' fees and costs. LICENSEE shall provide a copy of such written agreement to S&W. Additionally, LICENSEE shall ensure that Counsel promptly signs the standard Outside Counsel Agreement, which Counsel can obtain from S&W's Office of General Counsel.
Sample 1
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Contract with Counsel. RevMab will execute a written agreement with Counsel establishing that: 1) the attorney/client relationship relative to the prosecution, registration, or protection of RevMab mAb Patent Rights will be with RevMab and Apollomics jointly; 2) costs for prosecution, registration, or protection of Patent Rights will be invoiced directly to Apollomics with a courtesy copy of the invoice to RevMab, and 3) RevMab will not be responsible for payment of invoices relating to prosecution, registration or protection of Patent Rights conducted under this Agreement.
Sample 1
Contract with Counsel. ORAGENICS shall execute a written agreement with Counsel establishing that: 1) the attorney/client relationship relative to the prosecution, registration, or protection of PATENT RIGHTS will be with SYSTEM and ORAGENICS jointly; 2) Counsel will not take any actions adverse to the interests of SYSTEM in relation to PATENT RIGHTS including, for example and without limitation, any future invalidity or adverse litigation actions; 3) costs for prosecution, registration, or protection of PATENT RIGHTS will be invoiced directly to ORAGENICS with a courtesy copy of the. invoice to SYSTEM; and 4) SYSTEM will not be responsible for payment of invoices relating to prosecution, registration, or protection of PATENT RIGHTS conducted under this Agreement, including, without limitation, attorneys’ fees, costs, official filing fees, and foreign associates’ fees and costs. ORAGENICS shall provide a copy of such written agreement to SYSTEM. Additionally, ORAGENICS shall ensure that Counsel promptly signs the standard Outside Counsel Agreement, which Counsel can obtain from SYSTEM’s Office of General Counsel.
Sample 1

Related to Contract with Counsel

  • Consultation with Counsel The Executive acknowledges that he has had a full and complete opportunity to consult with counsel or other advisers of his own choosing concerning the terms, enforceability and implications of this Agreement, and that the Company has not made any representations or warranties to the Executive concerning the terms, enforceability and implications of this Agreement other than as are reflected in this Agreement.

  • Bank May Consult With Counsel Bank shall be entitled to rely on, and may act upon the advice of professional advisers in relation to matters of law, regulation or market practice (which may be the professional advisers of Customer), and shall not be liable to Customer for any action reasonably taken or omitted pursuant to such advice; provided that Bank has selected and retained such professional advisers using reasonable care and acts reasonably in reliance on the advice.

  • Opportunity To Consult With Independent Advisors The Executive acknowledges that he or she has been afforded the opportunity to consult with independent advisors of his choosing including, without limitation, accountants or tax advisors and counsel regarding both the benefits granted to him under the terms of this Agreement and the (i) terms and conditions which may affect the Executive's right to these benefits and (ii) personal tax effects of such benefits including, without limitation, the effects of any federal or state taxes, Section 280G of the Code, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances the Executive acknowledges and agrees shall be the sole responsibility of the Executive notwithstanding any other term or provision of this Agreement. The Executive further acknowledges and agrees that the Bank shall have no liability whatsoever related to any such personal tax effects or other personal costs, expenses, or liabilities applicable to the Executive and further specifically waives any right for himself or herself, and his or her heirs, beneficiaries, legal representatives, agents, successor and assign to claim or assert liability on the part of the Bank related to the matters described above in this Section 9.13. The Executive further acknowledges that he or she has read, understands and consents to all of the terms and conditions of this Agreement, and that he or she enters into this Agreement with a full understanding of its terms and conditions.

  • Right to Consult Counsel The Warrant Agent may at any time consult with legal counsel satisfactory to it (who may be legal counsel for the Company), and the Warrant Agent shall incur no liability or responsibility to the Company or to any Holder for any action taken, suffered or omitted by it in good faith in accordance with the opinion or advice of such counsel.

  • Service with Company During the Term, Employee agrees to perform such duties and responsibilities as are assigned to him from time to time by Company’s Chief Executive Officer (the “CEO”) and/or Board of Directors (the “Board”).

  • Trustee Dealings with Company The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

  • Court Witness Nurses who are subpoenaed or requested by the Medical Center to appear as a witness in a court case during their normal time off duty will be compensated for the time spent in connection with such an appearance in accordance with the applicable rate of pay. The court witness pay will be assigned to the Medical Center.

  • Contact with Third Parties In the event that Supplier receives a request from a third party (including an individual) to access any Personal Information in Supplier’s possession, Supplier will promptly forward a copy of such request to DXC and will cooperate with DXC in responding to any such request. Upon DXC’s request, Supplier will make Personal Information in its possession available to DXC or any Third Party designated in writing by DXC and will update Personal Information in Supplier’s possession in accordance with DXC's written instructions. If any government or competent authority requests Supplier to disclose or allow access to Personal Information, Supplier shall, unless legally prohibited, immediately notify DXC of such request and shall not disclose or allow access to such Personal Information without first giving DXC an opportunity to consult with the requesting government or authority to seek to prevent such disclosure or access. Supplier will respond to any such government or enforcement authority request only after consultation with DXC and at DXC’s discretion, unless otherwise required by law. Supplier shall promptly notify DXC if any complaints are received from Third Parties about its Processing of Personal Information, and Supplier shall not make any admissions or take any action that may be prejudicial to the defense or settlement of any such complaint. Supplier shall provide DXC with such reasonable assistance as it may require in connection with resolving any such complaint.

  • Conflict With Other Agreement If there is a conflict between this Agreement and any other agreement relating to a Collateral Account, this Agreement will govern.

  • Cooperation with Company Holders will cooperate with the Company in all respects in connection with this Agreement, including, timely supplying all information reasonably requested by the Company and executing and returning all documents reasonably requested in connection with the registration and sale of the Registrable Securities.

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