Further Clarification of Terms Sample Clauses

Further Clarification of Terms. Tufts hereby agrees to cooperate with Licensee, including by taking such actions reasonably requested by Licensee, to enforce, commercialize products under, protect and/or maintain foreign patents or patent applications included as Patent Rights under the License Agreement, as amended by the Amendment, in each case including any divisions, continuations, continuations-in-part, re-examinations, extensions, renewals, or reissues of such patents or patent applications. Licensee hereby agrees to cooperate with Tufts to properly reflect the rights of Tufts in any patents or patent applications covering any products that include or contain any compound identified as a lead by Paratek, in each case including any divisions, continuations, continuations-in-part, re-examinations, extensions, renewals, or reissues of such patents or patent applications. Licensee will file and prosecute patent applications or claims to pending patent applications corresponding to the Patent Rights as reasonably requested by Tufts. Licensee shall reimburse Tufts for its reasonable attorneys’ fees and out-of-pocket costs incurred on and after the Amendment Effective Date in so doing, up to a maximum amount equal to $[***] for the period commencing on the Amendment Effective Date and ending on January 31, 2014 and $[***] each twelve (12) month period thereafter, which shall be payable in arrears within [***] days upon submission by Tufts to Licensee of an invoice evidencing such fees and costs. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Sample 1
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Related to Further Clarification of Terms

  • Definition of Terms The following terms referred to in this Agreement shall have the following meanings:

  • Variation of Terms All terms and any variations thereof shall be deemed to refer to masculine, feminine, or neuter, singular or plural, as the identity of the Person or Persons may require.

  • Modification of Terms; etc No Pledgor shall rescind or cancel any obligations evidenced by any Receivable or modify any term thereof or make any adjustment with respect thereto except in the ordinary course of business consistent with prudent business practice, or extend or renew any such obligations except in the ordinary course of business consistent with prudent business practice or compromise or settle any dispute, claim, suit or legal proceeding relating thereto or sell any Receivable or interest therein except in the ordinary course of business consistent with prudent business practice without the prior written consent of the Collateral Agent. Each Pledgor shall timely fulfill all obligations on its part to be fulfilled under or in connection with the Receivables.

  • Modification of Terms You and the Company acknowledge and agree that the restrictions and remedies contained in paragraphs 6, 7, 8 and 9 are reasonable and that it is your intention and the intention of the Company that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable, but would be enforceable if some part were deleted or modified, then such restriction or remedy shall apply with the deletion or modification necessary to make it enforceable and shall in no way affect any other provision of this Agreement or the validity or enforceability of this Agreement.

  • Survival of Terms This Agreement shall apply to and bind Purchaser and the Company and their respective permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors.

  • Survival; Modification of Terms Your obligations under paragraphs 6(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Agreement for any reason or the expiration of the Term; provided, however, that your obligations under paragraph 6(a) (but not under any other provision of this Agreement) shall cease if: (x) CBS terminates your employment without Cause or you resign with Good Reason; (y) you provide CBS a written notice indicating your desire to waive your right to receive, or to continue to receive, termination payments and benefits under paragraphs 7(b)(ii)(A) through (D), paragraphs 7(c)(ii)(A) through (D) or paragraphs 7(k)(ii)(A), (B), (C), (D) and (F), or continued vesting of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable; and (z) CBS notifies you that it has, in its discretion, accepted your request. You and CBS agree that the restrictions and remedies contained in paragraphs 6(a) through (i) are reasonable and that it is your intention and the intention of CBS that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that CBS conducts its business operations around the world and has invested considerable time and effort to develop the international brand and goodwill associated with the “CBS” name. To that end, you further acknowledge that the obligations set forth in this paragraph 6 are by necessity international in scope and necessary to protect the international operations and goodwill of CBS and its affiliated companies.

  • Integration of Terms Except as otherwise provided in this Agreement, this Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all oral statements and prior writings with respect thereto.

  • Interpretation of Terms In the provisions herein contained attaching to the Series 8 Preferred Limited Partnership Units:

  • Construction of Terms Nothing herein expressed or implied is intended, or shall be construed, to confer upon or give any person, firm or corporation, other than the parties hereto or their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

  • Definition of Terms and Construction 2 1.1 Definitions..............................................2

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