ETHICAL. The below activities are prohibited by the Supplier and any of its agents during the fulfilment and activities associated with this Agreement:
ETHICAL and LICENSEE each agree to notify the other in writing of any alleged infringement or potential infringement of any PATENT RIGHTS or any information or allegations impacting on the validity of any such PATENT Rights, in the TERRITORY promptly after becoming aware of the same.
ETHICAL and LICENSEE shall each give to the other prompt written notice of any claim or action made against either of them alleging that any of the PATENT RIGHTS infringe the rights of an INDEPENDENT THIRD PARTY and arising from the manufacture, use or sale of the PRODUCT in the TERRITORY. ETHICAL and LICENSEE agree to cooperate and collaborate with each other in undertaking a full investigation of the situation and in taking such action as they shall agree is appropriate in the circumstances.
ETHICAL. STANDARDS Compaq expects its suppliers to avoid conflicts of interest that create opportunities for abuses and allegations of commercial bribery.
ETHICAL hereby represents that, to the best of its knowledge, none of the PATENT RIGHTS or ETHICAL KNOW-HOW infringe on the patent or other legally protected proprietary rights of any INDEPENDENT THIRD PARTY, and it has not received any notice or claim of any such infringement worldwide. ETHICAL agrees to hold LICENSEE harmless from any judgements, losses or costs (including reasonable attorneys' fees) incurred in the event a claim or legal action is asserted against LICENSEE to the effect that the manufacture, use or sale of the PRODUCT infringes the patent rights or other legally protected proprietary rights of any INDEPENDENT THIRD PARTY. (2)
ETHICAL shall make available to LICENSEE, on a reasonable consultation basis without charge to LICENSEE, such advice of its technical personnel as may reasonably be requested by LICENSEE in connection with the PRODUCT, it being understood that LICENSEE will reimburse all reasonable out-of-pocket expenses incurred by ETHICAL attending meetings requested by LICENSEE. * redacted pursuant to confidential treatment request
ETHICAL and LICENSEE each agree to notify the other in writing of any alleged infringement or potential infringement of any PATENT Page 18
ETHICAL hereby represents that, to the best of its knowledge, none of the PATENT RIGHTS or ETHICAL KNOW-HOW infringe on the patent or other legally protected proprietary rights of any Third Party, and it has not received any notice or claim of any such infringement Page 19
ETHICAL. In recognition of duty to the teaching profession, teachers will conduct themselves, both in their classrooms and communities, in accordance with the Code of Ethics of the Education Profession.
ETHICAL. Prior to the date of first commercial sale of the PRODUCT in the TERRITORY, LICENSEE shall provide to ETHICAL a summary of its marketing plans for the PRODUCT. E. ETHICAL shall make available to LICENSEE, on a reasonable consultation basis without charge to LICENSEE, such advice of its technical personnel as may reasonably be requested by LICENSEE in connection with the PRODUCT. It been understood that LICENSEE will reimburse all reasonable out-of-pocket expenses incurred by ETHICAL attending meetings requested by LICENSEE. F. LICENSEE shall disclose to ETHICAL and ETHICAL shall disclose to LICENSEE all reports or other knowledge they may possess with respect to "adverse drug experiences" *** ******* ** *********** *********** ** *** ****, mis- labelling, stability failures or microbiological contamination with respect to the PRODUCT (whether occurring within or outside of the TERRITORY) within 10 (ten) days of becoming aware of same. With respect to "serious adverse drug experiences" *** ******* ** ** *** ******* *** ******* *********** ** *** ****, LICENSEE shall disclose to ETHICAL and ETHICAL shall disclose to LICENSEE all reports and other knowledge they may possess as soon as possible and in no event later than two business days of the receipt of such report or notification of the serious adverse drug experience. The content of such disclosure shall comply with all *** *********** ********** ** ************ ** *** *** with respect to such matters. Each party shall promptly deliver to the other, copies of all correspondence which such party may send to, or receive from, *** *** with respect to the PRODUCT.
