Existing Mersana Upstream Agreements Sample Clauses

Existing Mersana Upstream Agreements. 2.7.1 Mersana [**] Agreement. During the Pre-Option Exercise Term (but, in any event, prior to the Option Data Package Delivery Date), Mersana shall (or shall cause its Affiliate to, as applicable) use Commercially Reasonable Efforts to [**] from [**] in order for Mersana to [**]. Mersana shall promptly notify GSK in writing once the [**]. Notwithstanding the foregoing, if Mersana is unable to [**] prior to the Option Data Package Delivery Date, then (a) Mersana shall provide written notice thereof to GSK; (b) prior to the Option Data Package Delivery Date, Mersana shall (or shall cause its Affiliate to, as applicable) [**] and shall promptly notify GSK in writing once [**]; (c) at the written request of GSK at any time thereafter Mersana shall (or shall cause its Affiliate to, as applicable) assign the Mersana [**] Agreement to GSK (or its Affiliate or designee); and (d) if GSK elects to have the Mersana [**] Agreement assigned to GSK (or its Affiliate or designee), (i) Mersana shall be solely responsible for, and shall indemnify and hold harmless GSK and all other GSK Indemnitees from and against any Losses asserted by a Third Party to the extent arising from (A) the Mersana [**] Agreement as a result of, or in connection with, events occurring or occurrences arising prior to the date of such assignment (including, for clarity, any payments that accrued prior to the date of such assignment, but which do not become payable until after the date of such assignment); or (B) events occurring or occurrences arising from any [**] for Xxxxxxx’s proprietary Antibody known as [**] (1) generated or otherwise developed under the Mersana [**] Agreement prior to assignment and (2) that is retained by or on behalf of Mersana or any of its Affiliates following the date of such assignment, including any storage or use thereof and (ii) GSK shall be solely responsible for, and shall indemnify and hold harmless Mersana and all other Mersana Indemnitees from and against any Losses asserted by a Third Party to the extent arising from the Mersana [**] Agreement as a result of, or in connection with, events occurring or occurrences arising after the date of such assignment (including, for clarity, any payments that accrued after the date of such assignment) but excluding any such Losses set forth in Section 2.7.1(d)(i)(B). 2.7.2 Mersana [**] Agreement. Prior to the Option Data Package Delivery Date, Mersana shall (or shall cause its Affiliate to, as applicable) [**] the Mersana...
Sample 1
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Existing Mersana Upstream Agreements. (a) The Parties acknowledge and agree that the sublicenses granted by Xxxxxxx to GSK pursuant to Section 4.1 (License Grant to GSK) under certain Mersana Technology that is not owned by Mersana or its Affiliates are subject to the limitations, obligations, and reservations imposed on sublicensees of Mersana or its Affiliates pursuant to the applicable Existing Mersana Upstream Agreements, in each case, solely to the extent set forth in this Section 4.1.3 (Existing Mersana Upstream Agreements). Without limiting the provisions of Section 13.6.2 (New Mersana Upstream Agreements) applicable to New Mersana Upstream Agreements, GSK agrees to be bound by the applicable terms and conditions of the Mersana [**] Agreement to the extent set forth in Section 4.1.3(b) and the Mersana [**] Agreement to the extent set forth in Section 4.1.3(c). (b) Subject to any amendment to the Mersana [**] Agreement entered into by Mersana pursuant to Section 2.7.2, GSK agrees to be bound by the following terms and conditions of the Mersana [**] Agreement to the extent applicable to GSK as a Licensee of Mersana thereunder or to the Licensed Product (provided that GSK shall only be responsible for the payments under the Mersana [**] Agreement set forth in Schedule 11.8.1(A) of this Agreement): [**]. (c) Subject to the [**] if and when obtained by Mersana pursuant to Section 2.7.1, GSK agrees to be bound by the following terms and conditions of the Mersana [**] Agreement to the extent applicable to GSK as a [**] or as a [**] of Mersana thereunder or to the Licensed Product (provided that GSK shall only be responsible for the payments under the Mersana [**] Agreement set forth in Schedule 11.8.1(B) of this Agreement): [**].
Sample 1

Related to Existing Mersana Upstream Agreements

  • Existing Agreements The Executive represents to the Company that he is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Agreement or limit his ability to fulfill his responsibilities hereunder.

  • Sub-Agreements Party shall not assign, subcontract or subgrant the performance of this Agreement or any portion thereof to any other Party without the prior written approval of the State. Party shall be responsible and liable to the State for all acts or omissions of subcontractors and any other person performing work under this Agreement pursuant to an agreement with Party or any subcontractor.

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

  • License Agreements (a) Each Borrower and Guarantor shall (i) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to which it is a party to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that, subject to Section 9.19(b) below, such Borrower or Guarantor may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Borrower or Guarantor; provided, that, such Borrower or Guarantor (as the case may be) shall give Agent not less than thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (iv) give Agent prompt written notice of any material License Agreement entered into by such Borrower or Guarantor after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Agent may request, (v) give Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a notice from such Borrower or Guarantor) a copy of each notice of default and every other notice and other communication received or delivered by such Borrower or Guarantor in connection with any material License Agreement which relates to the right of such Borrower or Guarantor to continue to use the property subject to such License Agreement, and (vi) furnish to Agent, promptly upon the request of Agent, such information and evidence as Agent may reasonably require from time to time concerning the observance, performance and compliance by such Borrower or Guarantor or the other party or parties thereto with the material terms, covenants or provisions of any material License Agreement. (b) Each Borrower and Guarantor will either exercise any option to renew or extend the term of each material License Agreement to which it is a party in such manner as will cause the term of such material License Agreement to be effectively renewed or extended for the period provided by such option and give prompt written notice thereof to Agent or give Agent prior written notice that such Borrower or Guarantor does not intend to renew or extend the term of any such material License Agreement or that the term thereof shall otherwise be expiring, not less than sixty (60) days prior to the date of any such non-renewal or expiration. In the event of the failure of such Borrower or Guarantor to extend or renew any material License Agreement to which it is a party, Agent shall have, and is hereby granted, the irrevocable right and authority, at its option, to renew or extend the term of such material License Agreement, whether in its own name and behalf, or in the name and behalf of a designee or nominee of Agent or in the name and behalf of such Borrower or Guarantor, as Agent shall determine at any time that an Event of Default shall exist or have occurred and be continuing. Agent may, but shall not be required to, perform any or all of such obligations of such Borrower or Guarantor under any of the License Agreements, including, but not limited to, the payment of any or all sums due from such Borrower or Guarantor thereunder. Any sums so paid by Agent shall constitute part of the Obligations. (c) No Borrower or Guarantor shall assign, sell, mortgage, lease, transfer, pledge, hypothecate, grant a security interest in or lien upon, encumber, grant an exclusive or non-exclusive license relating to any Intellectual Property, or otherwise dispose of any Intellectual Property, in each case without the prior written consent of Agent, except that any Borrower or Guarantor may, after written notice to Agent, grant a non-exclusive license relating to any Intellectual Property to another Borrower or Guarantor in the ordinary course of business.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Sublicense Agreements Sublicenses under this Section 2.3 shall be granted only pursuant to written agreements, which shall be subject to and consistent with the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect: 2.3.2.1 all provisions necessary to ensure Licensee’s ability to comply with Licensee’s obligation under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1; 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also shall state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 in the event of termination of the license set forth in Section 2.1.1 above (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)), any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.3; and 2.3.2.5 the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreement.

  • 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.

  • Adverse Agreements Company is not, and will not be as of the Closing Date, a party to any agreement or instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree, rule or regulation that materially and adversely affects the condition (financial or otherwise), operations, assets, liabilities, business or prospects of Company, the Business or the Assets.

  • Existing Agreement Except as expressly amended herein, the Credit Agreement shall remain in full force and effect, and in all other respects is affirmed.

  • Third Party Agreements To use our Services you may need to enter into agreements with other service providers which we call “Third Party Service Providers”. For example, if you use our Services via our mobile app, you may need to enter into an agreement with your mobile device manufacturer and network operator. You agree to comply with the terms of the agreements you enter into with Third Party Service Providers and which are related to your use of our Services.

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