HYMEDIX Sample Clauses

HYMEDIX. Hymedix hereby represents and warrants to ProCyte that: (a) Notwithstanding anything to the contrary in this Agreement, its execution, delivery and performance of this Agreement will not conflict with, violate, breach or constitute a default or require any consent under any contractual obligations of its Affiliates, including Hymedix, Inc. (b) Hymedix and its Affiliates have not granted, and will not grant during the term of this Agreement. any rights or licenses in the Licensed Technology in the Territory for Products. (c) All patents and patent applications included in the Patent Rights have been assigned to Hymedix or, with respect to items 16 through 26 on Exhibit 1.8, have been licensed (with right to sublicense) to Hymedix by SKY. (d) Except for Licensed Technology licensed by Hymedix from SKY, all the current Licensed Technology is owned by Hymedix and none of it is licensed from third parties. The Licensed Technology is free and clear of any liens, claims, encumbrances or rights of others for use in the Territory for the Field. (e) True and correct copies of the Europa Agreement have been delivered to ProCyte, which has not been modified. changed, waived or materially breached in any respect. (f) Hymedix or its Affiliates have not received or been notified of any claim of infringement or misappropriation of any alleged rights asserted by another party that relate to the Licensed Technology in the Territory for the Field. (g) The making, using and selling of polymers and hydrogels described in the patents and patent applications and other Products based on the Licensed Technology in the Field will not infringe any rights of others and will not require a license from, or royalty payment to, another party, other than to SKY, which Hymedix shall pay. (h) Hymedix and its Affiliates are not aware of any patents. pending patent applications or proprietary rights of any third party which could materially affect the ability of ProCyte to use the Licensed Technology as licensed hereunder.

Related to HYMEDIX

  • Cornerstone shall use its best efforts to register or qualify such shares under such other securities or "blue sky" laws of such jurisdictions as the LLC reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the LLC to consummate the disposition in such jurisdictions of the Registered Shares (provided that Cornerstone shall not be required to (i) qualify generally to do business in any jurisdiction in which it would not otherwise be required to qualify but for this Section 6.9, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction).

  • Cardiff Capital Region commits to developing proposals for how better and more flexible use of data could be used to drive innovation across the public sector and within the wider economy. The Cardiff Capital Region will present a clear case to the UK Government for how a different approach to the use of specific data would improve service delivery and would benefit particular groups.

  • University Any notice may be served upon the University by delivering it, in writing, to the University at the address set forth on the last page of this Agreement, by depositing it in a United States Postal Service deposit box with the postage fully prepaid and with the notice addressed to the University at the aforementioned address, or by sending a facsimile of it to the University facsimile number set forth on the last page of this Agreement.

  • IBM Credit may in its sole discretion from time to time decide the amount of credit IBM Credit extends to Customer, notwithstanding any prior course of conduct between IBM Credit and Customer. IBM Credit may combine all of its advances to make one debt owed by Customer.

  • Transnet (i) For legal notices: …………………………………………………… …………………………………………………… …………………………………………………… Fax No. ………… Attention: Group Legal Department (ii) For commercial notices: …………………………………………………… …………………………………………………… …………………………………………………… Fax No. ………… Attention: …………

  • RDDS Registration Data Directory Services refers to the collective of WHOIS and Web-­‐based WHOIS services as defined in Specification 4 of this Agreement.

  • Povinnosti Site and Institution’s personnel, including Study Staff shall not Místo provádění klinického hodnocení a zaměstnanci Zdravotnického zařízení, a to včetně Studijního personálu, nebudou

  • Licensor any Person from whom a Grantor obtains the right to use any Intellectual Property. Lien: any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on common law, statute or contract, including liens, security interests, pledges, hypothecations, statutory trusts, reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Property. Lien Waiver: an agreement, in form and substance satisfactory to Collateral Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Collateral Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for Collateral Agent, and agrees to deliver the Collateral to Collateral Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Collateral Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Collateral Agent upon request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Collateral Agent the right, vis-à-vis such Licensor, to enforce Collateral Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License.

  • Licensee “Licensee” means the individual or company that has entered into an Agreement with the Embassy. “Offer” means a response to a solicitation that, if accepted, would bind the offeror to perform the resultant Agreement.

  • Services to the Corporation Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.