Guilford. Guilford may disclose Confidential Information of ProQuest received from ProQuest or a Third Party to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations or conducting preclinical or clinical trials, provided that if Guilford is required by law or regulation to make any such disclosure of ProQuest's Confidential Information, Guilford will, except where impracticable for necessary disclosures (for example in the event of medical emergency), give reasonable advance notice to ProQuest of such disclosure requirement and will where applicable use its reasonable efforts to seek confidential treatment of such Confidential Information required to be disclosed. In addition, Guilford shall be entitled to disclose, under customary conditions of confidentiality similar to these contained in this Article 7, Confidential Information of ProQuest received from ProQuest, its Affiliate or a Third Party, in connection with Guilford's performance under this Agreement to Develop and Commercialize PQ-1002 or any other Agreement Compound, for purposes of conducting discussions with potential licensees, investors, financial institutions, potential merger or acquisition partners or other advisers. ProQuest understands that Guilford may file this Agreement and related agreements as exhibits to its public filings with the Securities and Exchange Commission. Guilford agrees to consult in good faith with ProQuest on the nature and scope of public references to ProQuest, its shareholders, KUCR and the University of Kansas in connection with any filings required of Guilford by law.
Guilford. Guilford shall at its cost be responsible for and control the Patent Prosecution of Program Patent Rights described in Section 8.1(ii) and (iii) above, and such other ProQuest Patent Rights as the Parties may otherwise agree in writing. In any such Patent Prosecution of Program Patent Rights described in Section 8.1(ii) above, Guilford shall provide ProQuest sufficient opportunity to review and consult in advance of any deadlines and any filings by Guilford of patent applications and patents and material correspondence to and from the U.S. Patent and Trademark Office and patent offices in foreign countries relating to such Program Patent Rights. In the event Guilford elects not pursue the Patent Prosecution within its control of any ProQuest Patent Rights, Guilford shall give ProQuest sufficient notice to afford ProQuest the opportunity to do so at ProQuest’s cost, in which event, ProQuest will own such ProQuest Patent Rights, free and clear of any license to Guilford under this Agreement.
Guilford. Guilford shall have the right but not the obligation, in its own name, to enforce Program Patent Rights against any Third Party suspected of infringing a claim of Program Patent Rights, subject, to the extent applicable, to the terms of Article 8 of the KU License, as amended by the Consent and Agreement. Guilford shall have exclusive control over the conduct of any such proceedings, including the right to settle or compromise such proceedings, subject, to the extent applicable, to the terms of Article 8 of the KU License, as amended by the Consent and Agreement. Subject to Guilford’s right to be reimbursed out of any award or recovery under Section 8.3(b) below, the expense of any proceeding Guilford initiates, including lawyers’ fees and costs, shall be borne by Guilford. ProQuest agrees to cooperate (at Guilford’s expense for ProQuest’s out-of-pocket expenses) with Guilford in such action as Guilford may reasonably request.
Guilford. Seller will indemnify, defend and hold Purchaser harmless, pursuant to Section 11.1 of the Agreement but without the need for any further notice and without regard to the limitations set forth in Section 11.4 of the Agreement, from any and all Losses arising out of or relating to a pending action in Piscataquis County Superior Court involving Donaxx X. Xxxx xxx Donnx X. Xxxx xx. Robexx X. Xxxxxxxxx, Xxycx X. Xxxxxxxxx, Xxity Cellular Systems d/b/a UNICEL, United States Cellular Corporation and J&S Tower, Inc.
Guilford. Upon the Default by Guilford under this Agreement, Amgen shall notify Guilford of such Default and require that Guilford cure such Default within 60 days. In the event Guilxxxx xxxll not have cured the Default at the end of the 60 day grace period Amgen may;
Guilford. Metro agrees to maintain its backup 911 center and to keep it operational, functional, and as technologically up to date as is reasonable.
Guilford. During the term of this Agreement, Guilford will promptly disclose to Amgen and Holdings all inventions, techniques and discoveries (whether patentable or not) arising out of the conduct of the Research Program by Guilford and all inventions, techniques and discoveries (whether patentable or not) included in Guilford Technology and Joint Technology.
Guilford. Guilford, with Amgen's prior approval, shall have the right to disclose Amgen Confidential Information and Joint Confidential Information in connection with Guilford's Co-Development of the Co-Development Indication and in Guilford's Co-Promotion of the Co-Promotion Indication in accordance with the terms and conditions set forth in this Agreement.
Guilford. In the event Guilford or Holdings shall be an Insolvent Party, Amgen:
(i) may terminate the Research Program;
(ii) may terminate Guilford's option to Co-Develop the Co-Development Indication or, in the event the option has been exercised, the Contract Research Agreement;
(iii) may terminate Guilford's option to Co-Promote the Co-Promotion Indication or, in the event the option has been exercised, the right to conduct Co-Promotion activities; and
