Elan Sample Clauses
The 'Elan' clause typically defines the level of enthusiasm, energy, or commitment expected from parties in fulfilling their contractual obligations. In practice, this clause may require parties to perform their duties with a certain degree of vigor or promptness, ensuring that tasks are not delayed or performed half-heartedly. Its core function is to set a standard of conduct, helping to prevent lackluster performance and ensuring that all parties remain actively engaged in meeting their responsibilities.
Elan. Elan (or an Elan Affiliate) shall own, and shall be responsible at its own expense, for filing for and maintaining:
6.1.1 the DMF for the Product; and
6.1.2 all necessary manufacturing approvals to enable Elan (or its Affiliate) to manufacture and supply clinical supplies of Product pursuant to the Services Agreement and Bottled Product pursuant to the Commercial Manufacture and Supply Agreement;
6.1.3 all appropriate quotas from the US Drug Enforcement Agency to enable Elan to source and use the Compound to manufacture and supply clinical supplies of Product pursuant to the Services Agreement and Bottled Product pursuant to the Commercial Manufacture and Supply Agreement ; and
6.1.4 any necessary export or import licenses in relation to clinical supplies of Product manufactured and supplied by Elan pursuant to the Services Agreement and Bottled Product pursuant to the Commercial Manufacture and Supply Agreement (if Elan chooses to manufacture the Product outside the Territory).
Elan. Elan represents and warrants that it has the full right and authority, and has taken all necessary corporate action, to provide access to the Information, grant Amarin the exclusive Option and, if exercised, enter into the Assignment Agreement as set forth in this Agreement. Elan warrants that Elan’s entering into and performing this Agreement will not conflict with or create a default under any agreement or obligation binding on Elan or any of the assets or property which are the subject of this Agreement. Elan further warrants that:
(a) it is the sole owner or exclusive licensee of the Rights (with full right to grant the option and transfer and assign under any license agreement, without the necessity of obtaining any consents of third parties other than ▇▇▇▇▇▇▇, and that such right, title and interest is unencumbered by any lien, charge, claim or encumbrance of any kind; and
(b) it is the sole owner or exclusive licensee (with the full right to sublicense under any license agreement, without the necessity of obtaining any consents except ▇▇▇▇▇▇▇) of the patent(s) or patent applications in the Territory which claim fast-dissolving drug delivery systems which ▇▇▇▇▇▇▇ owns or under which ▇▇▇▇▇▇▇ is licensed with the right to sublicense (the “Patent Rights”); Exhibit B contains a complete and accurate listing of the Patent Rights (plus certain other patent rights outside of the Territory, to which Elan makes no representation or warranty) as of the date of the ▇▇▇▇▇▇▇ Agreement, which Elan has no reason to believe is inaccurate or incomplete; and to Elan’s knowledge, the Patent Rights are unencumbered by any lien, charge, claim or encumbrance of any kind.
(c) from now through the expiration or termination of this Agreement or the exercise of the Option, whichever first occurs, Elan shall not convey, sell, transfer, license, assign or encumber any interest in any of the Rights, including without limitation the Information or Patent Rights, or agree to do any of the foregoing.
Elan. EIS and/or RPI shall have the right to assign their rights and obligations hereunder to their Affiliates provided, however, that such assignment does not result in adverse tax consequences for any other Parties.
Elan. During the Term, ELAN shall not, and shall cause each of its Affiliates to not conduct any activity, either on its own, or with, for the benefit of, or sponsored by any Third Party, that is designed to research, develop or commercialize, or grant any license or other rights to any Third Party to utilize any Technology or Patent Rights Controlled by ELAN or any of its Affiliates for the purpose of researching, developing or commercializing, any Aptamer binding to a Program Target or any Aptamer Derived therefrom that binds specifically to the relevant Program Target, except as provided under this Agreement.
Elan. KNOW-HOW shall mean all knowledge, information, trade secrets, data and expertise owned or licensed by ELAN or to be developed by ELAN whether before or during the term of this Agreement relating to the PRODUCT, whether or not covered by any patent, copyright, design, trademark or other industrial or intellectual property rights. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
Elan. EIS and/or TGEN shall have the right to assign their rights and obligations hereunder to their Affiliates or subsidiaries provided, however, that such assignment does not result in adverse tax consequences for any other Parties.
Elan. Elan represents and warrants to Amarin as of the Termination Date as follows:
Elan. Draxis shall cooperate with Elan in taking reasonable and legally authorized steps to reduce or to eliminate such withholding or other taxes.
Elan. EIS and/or Celtrix shall have the right to assign their rights and obligations hereunder to their Affiliates provided, however, that such assignment does not result in adverse tax consequences for any other Parties.
Elan. Elan warrants that:
1.1 Elan is a public limited company duly incorporated with limited liability under the laws of Ireland and since incorporation has been in continuous existence;
1.2 the details of Elan’s authorised and issued share capital and fully diluted share capital at the date of this Agreement are set out in Schedule 4 to this Agreement;
(i) each of Elan and the other Transaction Group Companies has all requisite corporate power and authority to carry on its respective business as currently conducted and as disclosed in the SEC Documents (as defined below), filed with or furnished to the SEC prior to the date of this Agreement and to enter into this Agreement and each of the other Transaction Documents to which it is party and to perform the obligations expressed in any such document to be performed by it, (ii) such obligations constitute legal obligations which are valid and binding on Elan or such Transaction Group Company, as the case may be, in accordance with the terms of such document and (iii) each of Elan and the other Transaction Group Companies has taken all necessary corporate action to authorise the execution, sealing (where required), delivery and performance of this Agreement and each of the other Transaction Documents to which it is party;
1.4 this Agreement has been, and each other Transaction Document to which Elan, or any other Transaction Group Company is a party, have been, or will, on Completion have been, duly and properly executed and duly delivered as required by law, by Elan or such Transaction Group Company, as the case may be, and, assuming due authorisation, execution and delivery of this Agreement and each of the other Transaction Documents by the other parties thereto, constitute or will constitute on Completion (in respect of those Transaction Documents to be entered into on Completion) the legal, valid and binding obligations of Elan or such Transaction Group Company, as the case may be, enforceable against Elan or such Transaction Group Company, as the case may be, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganisation, moratorium and other similar laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and, in the case of indemnification provisions, by public policy considerations;
1.5 none of the executio...