Covenants of Licensor. From and after the Execution Date through the end of the Term, Licensor covenants to Pfizer as follows:
9.3.1. Licensor will not, and will cause its Affiliates not to (a) license, sell, convey, grant, assign (other than in a connection with a permitted assignment of this Agreement by Licensor pursuant to Section 13.12 (Assignment) or a permitted assignment of the BMS Sublicense pursuant to the terms thereof) or otherwise transfer to any Person (other than Pfizer or its Affiliates or Sublicensees pursuant to the terms of this Agreement) any of its rights, title or interests in or to Licensed Technology or BMS Technology, in each case, in the Territory or (b) incur or permit to exist, with respect to any Licensed Technology or BMS Technology, in each case, in the Territory, any lien, encumbrance, charge, security interest, mortgage, liability, assignment, grant of license or other obligation, in each case of clauses (a) and (b), that is or would be inconsistent with the licenses and other rights granted to Pfizer or its Affiliates under this Agreement;
9.3.2. Licensor will (a) not amend, terminate, breach or otherwise modify the BMS Agreement, Biohaven BioShin Licenses or the BioShin BMS Sublicenses or consent or waive rights with respect thereto in any manner that adversely affects the rights granted to Pfizer or Pfizer’s Affiliates or Sublicensees hereunder or under the BMS Sublicense; (b) promptly furnish Pfizer with true and complete copies of all amendments to the BMS Agreement, Biohaven BioShin Licenses and the BioShin BMS Sublicenses executed following the Execution Date to the extent such amendment relates to the BMS Technology, the BioShin Patent Rights or the BioShin Know-How; (c) remain, and cause its Affiliates to remain, in compliance in all material respects with the BMS Agreement, Biohaven BioShin Licenses and the BioShin BMS Sublicenses; and (d) promptly furnish Pfizer with copies of all notices received by Licensor or its Affiliates relating to any alleged breach or default by Licensor or its Affiliates under the BMS Agreement, Biohaven BioShin Licenses or the BioShin BMS Sublicenses.
Covenants of Licensor. Licensor agrees that it will provide bed space and furnishings on an “as available” basis. Licensor reserves the right in its sole discretion to re-assign Licensee to another bed space or room upon forty-eight (48) hours advance notice to Licensee.
Covenants of Licensor. 9 Article 9 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . 10 Article 10 Agreement Not to Compete, Confidentiality . . . . . . . . . . . 12 Article 11 Audits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Article 12
Covenants of Licensor. Licensor covenants to Licensee that Licensor has good and marketable title in and to the assets being licensed and/or sold, free of all debts, liens and encumbrances, except as is expressly provided for herein.
Covenants of Licensor. Section 8.1 Licensor shall be solely responsible for delivering to Licensee a Master Copy of each Licensed Product and Documentation and for the maintenance and support of the Sublicense Copies and Documentation used by any Redistributors and Customers. The duties of Licensor include the following:
(a) Delivering a Master Copy of each Licensed Product and Documentation, including any Upgrades as they become available, to permit Licensee to (1) make Sublicense Copies and copies of the Documentation to meet the demand of Redistributors and Customers and (2) market and license Sublicense Copies and copies of the Documentation, together with the copies of promotional and other materials which Licensor may produce from time to time in order to assist Licensee in marketing and sublicensing the Licensed Products during the term of this Agreement.
(b) Employing a sufficient number of skilled technicians experienced in the computing industry and familiar with the Licensed Products and Documentation to provide adequate technical support and assistance to all Redistributors and Customers.
(c) Providing competent instruction to Redistributors and Customers regarding the use and installation of the Licensed Products.
(d) Providing information, including by means of telephone support, to Redistributors and Customers as to the proper procedures and persons to contact to enable the proper installation and operation of the Licensed Products and providing responsive answers to questions and problems regarding the use and operation of the Licensed Products.
(e) Providing technical assistance in supporting the Licensed Products and correcting any errors in the Licensed Products on an ongoing basis.
(f) Delivering to Licensee sample copies of all Licensor's marketing and licensing materials relating to the Licensed Products in use in the United States of America for copying and distribution in the Territory at Licensee's expense.
Covenants of Licensor. Licensor covenants and agrees that:
(a) it will not grant any interest in the Licensor Patent Rights or Licensor Know-How which is inconsistent with the terms and conditions of this Agreement, nor shall Licensor assign its right, title or interest in or to any of the Licensor Patent Rights or Licensor Know-How to any Third Party and will use all reasonable precautions to preserve the confidentiality of the Licensor Know-How;
(b) it will not grant to any Third Party, including any academic organization or agency, any rights to the Licensed Compounds or any Product that would conflict with the rights granted to Novartis hereunder; and
(c) if it becomes aware that it or any employee, agent or subcontractor of Licensor who participated, or is participating, in the performance of any activities hereunder is on, or is being added to the FDA Debarment List or any of the three (3) FDA Clinical Investigator Restriction Lists referenced in Section 12.1(g), it will provide written notice of this to Novartis within [***] of it becoming aware of this fact.
Covenants of Licensor. Licensor covenants to Licensee that it will exercise its termination rights set in Section 9.2.4 (Termination by Licensee) under the AZ License in good faith, provided that (a) without the prior written notification from the Licensee, it will not send any
Covenants of Licensor. 4.1 On or before December 11th, 2011, Licensor shall, at his own cost and expense, file one or more non-provisional patent applications covering the technology described in the Patent Application.
4.2 Licensor shall, at his own cost and expense, make all maintenance filings and similar filings or disclosures in order to maintain the effectiveness and registrations of the Licensed Patents at all times during the License Term.
4.3 In the event that Licensor fails to take any of the actions specified in this Section 4 (any such action referred to as a “Required Action”), then (i) Licensee shall have the right to take a Required Action on behalf of Licensor, in which case Licensor shall reimburse and jointly and severally indemnify Licensee from and against any and all costs, expenses, and other amounts reasonably incurred by Licensee in taking such Required Action, and (ii) Licensor hereby appoints Licensee as his agent and attorney-in-fact for purposes of executing any documents and taking any action in connection with a Required Action.
4.4 During the License Term, Licensor will not, and will cause his Affiliates not to, render aid, advice, or services to any individual or organization in connection with, or license to any individual or organization any intellectual property in furtherance of, the design, development, manufacturing, marketing, promotion, sale, or distribution of any UV phototherapy device that will compete with or be competitive with the Licensed Product(s) in the Field.
Covenants of Licensor. (a) Licensor covenants and agrees that, during the Term of this Agreement, other than as expressly permitted herein, Licensee shall not, either directly or indirectly, on its own behalf or on behalf of others:
(i) as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer, promoter, sponsor, member, manager, investor, lender, consultant, or in any other capacity whatsoever (other than as the holder of an aggregate of not more than one percent (1%) of the total outstanding stock of a publicly held company), engage in the business of developing, producing, marketing, or selling products or rendering services which are directly or indirectly competitive with the Licensed Product distributed by Licensee pursuant to the License granted hereby; or
(ii) solicit, divert, or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers, business associates, or accounts, or prospective clients, customers, business associates, or accounts, of Licensee; or
(iii) interfere with Licensee's relationships with its suppliers, contractors, and other Persons and entities with which Licensee does business.
(b) Licensor will use its commercially reasonable best efforts to comply in all respects with each and every obligation of Licensor under this Agreement.
(c) Licensor will not take or permit others under its control or direction to take any actions that will or are likely to (i) impair in any way the Licensed Product, the Proprietary Rights, and/or any of the rights granted to Licensee hereunder, or (ii) result in damage to Licensee's reputation or quality standards.
(d) Licensor will immediately deliver to Licensee a copy of all notices and correspondences received, sent or obtained by Licensor and relating in any way to any alleged breach or non-compliance by Licensor under the this Agreement, or any claim (or possible claims) on or relating to the Licensed Product, the Proprietary Rights or otherwise affecting in any way the rights of Licensee hereunder.
Covenants of Licensor. LICENSOR covenants that during the term of this Agreement and for a period of [***] ([***]) years thereafter, neither LICENSOR nor its Affiliates will, directly or indirectly, whether alone or in collaboration with any Third Party, conduct research, register, develop, manufacture, supply, commercialize, market or otherwise engage in activities with respect to any finished pharmaceutical product for sale in the prescription drug marketplace that contains Compound as the active ingredient, except as agreed in writing with LICENSEE.
