Costs and Cooperation Sample Clauses

Costs and Cooperation. Licensee will bear [***] in connection with the transfer and assignment of all Assigned Regulatory Materials, and any other copies of Regulatory Materials provided to Licensee pursuant to Section 4.3.1 (Licensed Product INDs) through Section 4.3.3 (Other Regulatory Materials). Subject to the terms and conditions of this Agreement, upon Licensee’s written request, Takeda will execute and deliver, or will cause to be executed and delivered, to Licensee such endorsements, assignments, and other documents as may be reasonably necessary to assign, convey, transfer, and deliver to Licensee all of Takeda’s rights, title, and interests in and to the Assigned Regulatory Materials, including submitting to each applicable Regulatory Authority a letter or other necessary documentation (with copy to Licensee) notifying such Regulatory Authority of the transfer of ownership of each Licensed Product IND assigned to Licensee pursuant to Section 4.3.1 (Licensed Product INDs).
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Costs and Cooperation. MSSG shall be solely responsible for directing the Prosecution Activities for the Exclusively Licensed SPWR Patents and all associated costs related to the Prosecution Activities. SPWR shall provide its full cooperation in facilitating MSSG’s directions, rights and obligations associated with the Prosecution Activities, including but not limited to executing formal documents with the USPTO and transmitting instructions to outside counsel who manage the Prosecution Activities before the USPTO. SPWR is strictly prohibited from taking action on any of the Exclusively Licensed SPWR Patents without the written approval of MSSG, including Prosecution Activities, such as abandoning any of the Exclusively Licensed SPWR Patents. SPWR shall not be liable to MSSG or its Affiliates for any action or inaction on behalf of MSSG or its Affiliates relating to any of the Prosecution Activities.
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Costs and Cooperation. During the first *** after the Effective Date (the “Handover Period”), each Party will bear all of its own costs and all Third Party expenses, in each case, incurred by such Party in connection with performance of all Transition Services and any other Know-How transfer activities allocated to such Party in the Transition Plan. Such Transition Services and Know-How transfer activities will be performed in a reasonable manner by knowledgeable personnel with responses that are comprehensive and timely. *** submitted by LMI within *** of the date of receipt of the invoice. It is the expectation of the Parties that during the Handover Period LMI will provide approximately *** FTEs (on *** basis) to perform the Transition Services and any other Know-How transfer activities allocated to LMI in the Transition Plan; provided that no LMI employee will be required to dedicate more than ***% of their time to providing such Transition Services.
Sample 1
Costs and Cooperation. All costs and expenses incurred by either Party to Prosecute and Maintain any Joint Patent shall be borne one hundred percent (100%) by Affinia if such Joint Patent has not been licensed by IOB for the Eye Field to any Third Party (with such costs and expenses pro-rated to reflect licensing of such Joint Patent to any Third Party for the Eye Field), and where IOB is the Prosecuting and Maintaining Party, it will invoice Affinia for those costs incurred to Prosecute and Maintain any Joint Patents on a Calendar Quarterly basis. The Prosecuting and Maintaining Party will: (i) keep the other Party reasonably informed of the status of such Joint Patents; (ii) prior to making any filings or submissions or responses to any Governmental Authority with respect to such Joint Patents, provide a copy thereof to the other Party and provide an adequate and timely opportunity as practicable given the circumstances for its review and comment; (iii) consider in good faith all comments timely provided to the Prosecuting and Maintaining Party by the other Party on such filings and communications; and (iv) provide the other Party with copies of all filings or submissions to any Governmental Authority with respect to such Joint Patents. Upon the Prosecuting and Maintaining Party’s request, the other Party shall provide the Prosecuting and Maintaining Party with all reasonable assistance and cooperation in connection with its Prosecution and Maintenance of the applicable Joint Patents, including by providing access to relevant persons and executing all documentation reasonably requested by the Prosecuting and Maintaining Party.
Sample 1
Costs and Cooperation. Day One will bear all Third Party expenses in connection with the transfer and assignment of all Assigned Regulatory Submissions. Subject to the terms and conditions of this Agreement, upon Day One’s written request, each Party will execute and deliver, or will cause to be executed and delivered, to the other Party such endorsements, assignments, and other documents as may be reasonably necessary to assign, convey, transfer, and deliver to Day One all of Takeda’s rights, title, and interests in and to the Assigned Regulatory Submissions, including submitting to each applicable Regulatory Authority a letter or other necessary documentation (in form and substance satisfactory to Day One), with copy to Day One, notifying such Regulatory Authority of the transfer of ownership of each TAK-580 IND assigned to Day One pursuant to Section 4.8(a)(i). Each Party will provide to the other Party a copy of their respective letters of transfer no later than [*] following submission thereof. Following the completion of the activities set forth in the Transfer Plan, during the [*] period following the Effective Date, Takeda will reasonably consider any requests from Day One to transfer, convey, assign, and deliver any Regulatory Submission that (a) is related solely to one or more Products or the Compound and not to any other product that is Controlled by Takeda or any of its Affiliates, (b) remains in Takeda’s possession and Control, and (c) is reasonably necessary for the continued Development or Regulatory Approval of the Compound or any Product, to the extent such Regulatory Submission remains within Takeda’s or any of its Affiliate’s possession and Control at the time of such request. Any such Regulatory Submission provided by Takeda (following agreement by each Party) will be included in the Assigned Regulatory Submissions.
Sample 1

Related to Costs and Cooperation

  • Assistance and Cooperation After the Closing Date, each of Seller and Purchaser shall:

  • 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.

  • Access and Cooperation Each Party will, and will cause its Other Indemnified Persons to, cooperate and assist in all reasonable respects regarding such Third Party Claim, including by promptly making available to such other Party (and its legal counsel and other professional advisers with a reasonable need to know) all books and records of such Person relating to such Third Party Claim, subject to reasonable confidentiality precautions.

  • Information and Cooperation Each Party that has responsibility for filing and prosecuting any Patent Rights under this Section 7.4 (a “Filing Party”) shall (a) regularly provide the other Party (the “Non-Filing Party”) with copies of all patent applications filed hereunder and other material submissions and correspondence with the patent offices, in sufficient time to allow for review and comment by the Non-Filing Party; and (b) provide the Non-Filing Party and its patent counsel with an opportunity to consult with the Filing Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response. The advice and suggestions of the Non-Filing Party and its patent counsel shall be taken into consideration in good faith by such Filing Party and its patent counsel in connection with such filing. Each Filing Party shall pursue in good faith all reasonable claims and take such other reasonable actions, as may be requested by the Non-Filing Party in the prosecution of any Patent Rights covering any Program Technology under this Section 7.4; provided, however, if the Filing Party incurs any additional expense as a result of any such request, the Non-Filing Party shall be responsible for the cost and expenses of pursuing any such additional claim or taking such other actions. In addition, Company agrees that if Licensor claims any action taken under Section 7.4(d)(i) would be detrimental to Patent Rights covering Licensor Technology, Licensor shall provide written notice to Company and the Patent Coordinators shall, as promptly as possible thereafter, meet to discuss and resolve such matter and, if they are unable to resolve such matter, the Parties shall refer such matter to a mutually agreeable outside patent counsel for resolution.

  • 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.

  • General Cooperation (a) The Parties shall each cooperate fully (and each shall cause its respective Subsidiaries to cooperate fully) with all reasonable requests in writing (“Information Request”) from another Party hereto, or from an agent, representative or advisor to such Party, in connection with the preparation and filing of Tax Returns (including the preparation of Tax Packages), claims for Refunds, Tax Proceedings, and calculations of amounts required to be paid pursuant to this Agreement, in each case, related or attributable to or arising in connection with Taxes of any of the Parties or their respective Subsidiaries covered by this Agreement and the establishment of any reserve required in connection with any financial reporting (a “Tax Matter”). Such cooperation shall include the provision of any information reasonably necessary or helpful in connection with a Tax Matter (“Information”) and shall include, without limitation, at each Party’s own cost:

  • 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.

  • 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

  • ACCESS AND COOPERATION; DUE DILIGENCE (a) Between the date of this Agreement and the Closing Date, the COMPANY will afford to the officers and authorized representatives of CTS and the Other Founding Companies access during business hours to all of the COMPANY's sites, properties, books and records and will furnish CTS with such additional financial and operating data and other information as to the business and properties of the COMPANY as CTS or the Other Founding Companies may from time to time reasonably request. The COMPANY will cooperate with CTS and the Other Founding Companies and their respective representatives, including CTS's auditors and counsel, in the preparation of any documents or other material (including the Registration Statement) which may be required in connection with the transactions contemplated by this Agreement. CTS, NEWCO, the STOCKHOLDERS and the COMPANY will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, CTS will cause each of the Other Agreements, binding each of the Other Founding Companies, to contain a provision similar to this Section 7.1 requiring each such Other Founding Company, its stockholders, directors, officers, representatives, employees and agents to keep confidential any information obtained by such Other Founding Company.

  • Litigation and Regulatory Cooperation During and after the Executive’s employment, the Executive shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Executive was employed by the Company. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section 7(f).

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