Borrower Products Except as described on Schedule 5.11, no Intellectual Property owned by Borrower or Borrower Product has been or is subject to any actual or, to the knowledge of Borrower, threatened litigation, proceeding (including any proceeding in the United States Patent and Trademark Office or any corresponding foreign office or agency) or outstanding decree, order, judgment, settlement agreement or stipulation that restricts in any manner Borrower’s use, transfer or licensing thereof or that may affect the validity, use or enforceability thereof. There is no decree, order, judgment, agreement, stipulation, arbitral award or other provision entered into in connection with any litigation or proceeding that obligates Borrower to grant licenses or ownership interest in any future Intellectual Property related to the operation or conduct of the business of Borrower or Borrower Products. Borrower has not received any written notice or claim, or, to the knowledge of Borrower, oral notice or claim, challenging or questioning Borrower’s ownership in any Intellectual Property (or written notice of any claim challenging or questioning the ownership in any licensed Intellectual Property of the owner thereof) or suggesting that any third party has any claim of legal or beneficial ownership with respect thereto nor, to Borrower’s knowledge, is there a reasonable basis for any such claim. Neither Borrower’s use of its Intellectual Property nor the production and sale of Borrower Products infringes the Intellectual Property or other rights of others.
Supply Agreement Buyer shall have executed and delivered the Supply Agreement to the Company.
Supply Agreements For a period of three years from the consummation of the IPO, Odetics shall not unilaterally terminate or assign its guarantee obligation with respect to any supply agreement pursuant to which it has guaranteed the performance by ATL of ATL's obligations, unless such suppliers have consented to the termination or assignment of such guarantee.
Manufacturing License Subject to the terms of this Agreement, including without limitation Section 2.2, Theravance grants to GSK an exclusive license under the Theravance Patents and Theravance Know-How to make and have made API Compound or formulated Alliance Product in the Territory.
WHEXXXX xs xxxx of a plan of reorganization, RESTART PARTNERS, L.P., a Delaware Limited Partnership ("Restart"), may acquire an ownership interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc. ("FQI");
Manufacturing Agreement Each of the Sellers (as applicable) shall have executed and delivered to the Buyer the Manufacturing Agreement with respect to the portion of the Business conducted at the applicable Facility.
Marketing Agreement The Company shall have entered into, ------------------- executed and delivered the Marketing Agreement.
Commercial Supply Celgene shall Manufacture and supply all Commercial Supplies.
No Unapproved Marketing Documents The Company has not distributed and, prior to the later of any Closing Date and completion of the distribution of the Offered Shares, will not distribute any offering material in connection with the offering and sale of the Offering Shares other than any preliminary prospectus, the Final Prospectus, any Issuer Free Writing Prospectus to which the Representatives have consented in accordance with this Agreement and any Issuer Free Writing Prospectus set forth on Schedule B hereto.
PATENT NO Australia 23244/88 Issued 632,462 Austria EP 88907510.7 Granted EP/0371998 Belgium EP 88907510.7 Granted EP/0371998 Canada 572,398 Granted 1,341,235 Denmark 192/90 Pending Europe XX 00000000.7 Granted EP/0371998 Europe EP 95119798.7 Granted EP/0731167 France EP 88907510.7 Granted EP/0371998 Germany EP 88907510.7 Granted EP/0371998 Italy EP 88907510.7 Granted EP/0371998 Japan 506481/88 Grantex 0000020 Luxembourg EP 88907510.7 Granted EP/0371998 Netherlands EP 88907510.7 Granted EP/0371998 Sweden EP 88907510.7 Granted EP/0371998 Switzerland/ Liechtenstein EP 88907510.7 Granted EP/0371998 United Kingdom EP 88907510.7 Granted EP/0371998 Europe EP 93100041.8 Granted EP/0550400 Austria EP 93100041.8 Granted EP/0550400 Belgium EP 93100041.8 Granted EP/0550400 France EP 93100041.8 Granted EP/0550400 Germany EP 93100041.8 Granted EP/0550400 Italy EP 93100041.8 Granted EP/0550400 -33-
