Covenants of Novartis Sample Clauses

Covenants of Novartis. Novartis covenants that: (a) it will not grant any interest in the Novartis Patents or Novartis Know-How which is inconsistent with the terms and conditions of this Agreement; and (b) if, at any time after execution of this Agreement, it becomes aware that it or any employee, agent or subcontractor of Novartis who participated in the Development or manufacture of a Compound or Product is on, or is being added to the FDA Debarment List or any of the three FDA Clinical Investigator Restriction Lists referenced in Section 13.1(f), it will provide written notice of this to resTORbio within five (5) days of its becoming aware of this fact.

Covenants of Novartis. Novartis covenants and agrees that: (a) during the Term, Novartis will not assign its right, title or interest in or to the Joint IP, New Manufacturing IP or Option Period Manufacturing IP to any Third Party in a manner which is inconsistent with the terms and conditions of this License Agreement; (b) if, at any time during the Term it becomes aware that it or any employee, agent or subcontractor of Novartis who participated, or is participating, in the performance of any activities hereunder or who is otherwise engaged in any activities in connection with a MPAG Compound or Product 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 14.1(f), it will provide written notice of this to MPAG within [***] of its becoming aware of this fact; and 264813180 v3 (c) it shall maintain insurance with respect to its activities and obligations under this License Agreement in such amounts as are commercially reasonable in the industry for companies conducting similar business and shall require any of its Affiliates undertaking activities under this License Agreement to do the same.

Covenants of Novartis. Novartis hereby covenants to XOMA that its and its Affiliates’, sublicensees’ and representatives’ performance in connection with this Agreement shall comply with all applicable Laws.

Covenants of Novartis. Novartis covenants that: (a) it will not grant any Encumbrance or other interest in the Licensed IP that is inconsistent with the terms of this Agreement; (b) it will conduct its obligations hereunder with respect to the Ongoing Trial and the Extension Study following the Effective Date in accordance with all Applicable Laws (including data privacy laws, current international regulatory standards, including, as applicable, GMP, GLP, GCP, and other rules, regulations and requirements), and will cause any Affiliates, licensees, collaborators and sublicensees to comply with such Applicable Laws; and (c) if, at any time after execution of this Agreement, it becomes aware that it or any employee, agent or subcontractor of Novartis or its Affiliates who participated in the Development or manufacture of Licensed Compound or Licensed Product is on, or is being added to the FDA Debarment List or to any of the FDA clinical investigator enforcement lists, it will provide written notice of this to Pharming within [***] business days after becoming aware of this fact.

Covenants of Novartis. Novartis covenants that: (a) Novartis will not, during the Agreement Term, grant any interest in the Novartis Technology or Manufacturing Technology that conflict with the rights granted to Company hereunder, and will not take any action that would prevent it from granting the rights granted to Company under this Agreement or that would otherwise materially conflict with or adversely affect the rights granted to Company under this Agreement; and (b) if, at any time after execution of this Agreement, the associates of Novartis responsible for such matters obtain knowledge that Novartis or any employee, agent or subcontractor of Novartis who participated in the research, Development or Manufacture of an Antibody or Product is on, or is being added to the FDA’s Disqualified/Restricted List or to any of the FDA clinical investigator enforcement lists, it will provide written notice of this to Company promptly following this fact becoming known to it.

Covenants of Novartis. Novartis covenants that: (a) it will not grant any interest in the Novartis Technology that is inconsistent with the terms and conditions of this Agreement or take any action that would in any way prevent it from granting the rights granted to Ideaya under this Agreement, or that would otherwise materially conflict with or adversely affect the rights granted to Ideaya under this Agreement; and (b) if, at any time after execution of this Agreement, it becomes aware that it or any employee, agent or subcontractor of Novartis who participated in the Development or manufacture of a Compound or Product is on, or is being added to the FDA Debarment List or to any of the FDA clinical investigator enforcement lists, it will provide written notice of this to Ideaya within [***] days of its becoming aware of this fact.

Covenants of Novartis. Novartis covenants that: (a) it will not grant any interest in the Novartis Technology that is inconsistent with the terms and conditions of this Agreement; (b) it shall not enter into any agreement with any Third Party that is in conflict with the rights granted to QED under this Agreement, and shall not take any action that would in any way prevent it from granting the rights granted to QED under this Agreement, or that would otherwise materially conflict with or adversely affect the rights granted to Licensee under this Agreement; (c) if, at any time after execution of this Agreement, it becomes aware that it or any employee, agent or subcontractor of Novartis who participated in the Development or manufacture of a Compound or Product is on, or is being added to the FDA Debarment List or to any of the FDA clinical investigator enforcement lists ,will it will provide written notice of this to QED within five days of its becoming aware of this fact; and (d) The BGJ398 Materials provided to QED hereunder have been manufactured in accordance with Applicable Law, including GMP at the time and in the location of manufacture, and will not have been produced in violation of any applicable provision of the United States Fair Labor Standards Act, as amended.

Covenants of Novartis. Novartis covenants and agrees that it has complied with and will continue to comply during the Term in all material respects, with all laws and regulations applicable to all activities relating to any of the Products including without limitation, manufacturing and development activities related to the same.

Covenants of Novartis. Novartis covenants and agrees that: (a) if, at any time during the Term it becomes aware that it or any employee, agent or subcontractor of Novartis who participated, or is participating, in the performance of any activities hereunder or who is otherwise engaged in any activities in connection with the Product 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 10.2(f), it will provide written notice of this to Novartis within [***] of its becoming aware of this fact; and (b) during the Term, it shall maintain insurance with respect to its activities and obligations under this Option Agreement in such amounts as are commercially reasonable in the industry for companies conducting similar business and shall require any of its Affiliates undertaking activities under this Option Agreement to do the same.

Covenants of Novartis. Novartis covenants that: (a) Novartis will not, during the Agreement Term, grant any interest in the Novartis Technology or Manufacturing Technology that conflict with the rights granted to Company hereunder, and will not take any action that would prevent it from granting the rights granted to Company under this Agreement or that would otherwise materially conflict with or adversely affect the rights granted to Company under this Agreement; and (b) if, at any time after execution of this Agreement, the associates of Novartis responsible for such matters obtain knowledge that Novartis or any employee, agent or subcontractor of Novartis who participated in the research, Development or Manufacture of an Antibody or Product is on, or is being added to the FDA’s Disqualified/Restricted List or to any of the FDA clinical investigator enforcement lists, it will provide written notice of this to Company promptly following this fact becoming known to it. For purposes of this Section 13.4, “FDA’s Disqualified/Restricted List” is the list of clinical investigators restricted from receiving investigational drugs, biologics, or devices if the FDA has determined that the investigators have repeatedly or deliberately failed to comply with regulatory requirements for studies or have submitted false information to the study sponsor or the FDA.