Covenant of Merck Sample Clauses

Covenant of Merck. As soon as reasonably practical after the Closing Date, but in any event prior to Merck and GTx scientists meeting together to exchange information about their respective Compounds and expertise, Merck will disclose to GTx all reasonably relevant information regarding the Merck Patent Rights claiming the Merck Compounds existing as of the Execution Date licensed under this Agreement and Merck SARM Know-How related to such Merck Compounds.

Covenant of Merck. Merck covenants with Biomira that Merck’s trading and distribution activities with respect to the Sold Shares will be in compliance with all the laws, rules and regulations of Canada and such other jurisdictions as are applicable and the rules and regulations of the NASDAQ Market and The Toronto Stock Exchange. Merck is familiar with Alberta Securities Commission Rule 72-501 and Policy 45-601, and Merck warrants to the Corporation that it will comply with such Rule and Policy with respect to sales of any of the Sold Shares to Alberta residents or persons located in Alberta, and will not knowingly make any sales in Alberta or to an Alberta resident in violation of such Rule or Policy. There are restrictions on Merck’s ability to resell the Sold Shares elsewhere in Canada and it is the responsibility of Merck to and out what those restrictions are and to comply with them before selling the Sold Shares into Canada. Further, with respect to any Sold Shares acquired by Merck pursuant to this Agreement, for a period of two (2) years following the date of acquisition thereof, Merck covenants and agrees that Merck shall not, directly or indirectly, sell or otherwise transfer, or offer or agree or otherwise become bound to sell or otherwise transfer any such Sold Shares nor shall Merck communicate during such period any intention to sell or otherwise transfer such Sold Shares. During the third and fourth years following the date of acquisition of the Sold Shares by Merck, Merck shall not, directly or indirectly, sell or otherwise transfer, or communicate any intention to sell or otherwise transfer, more than twenty-five percent (25%) of such Sold Shares. Notwithstanding the provisions of this section 4.2, Merck may, upon prior written notice to Biomira International and subject to compliance with all applicable laws and regulations and requirements of all applicable regulatory authorities, sell or otherwise transfer any number of such Sold Shares to any Affiliate of Merck, provided that such Affiliate has, prior to any such sale or other transfer, entered into a legally binding agreement with Biomira which fully extends the restrictions with respect to such Sold Shares, set forth in this Agreement to such Affiliate.