Ilex Sample Clauses

Ilex upon 90 days prior written notice to MMD, may terminate this Agreement with or without cause.
Sample 1
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Ilex is a corporation duly incorporated and validly existing as a corporation and (to the extent applicable) in good standing under the laws of Delaware with the corporate power to own, lease and operate its properties and to carry on its business as now conducted.
Sample 1
Ilex. ILEX shall use reasonable efforts to cause GSK to agree to amend ---- Section 11.5 of the Original License Agreement or otherwise enter into a binding agreement in form and substance reasonably satisfactory to Paralex and its counsel (the "GSK Amendment") as promptly as practicable so that GSK would be contractually obligated to (i) continue this Agreement in the event that the original License Agreement terminates for reasons other than the expiration of ILEX'S LICENSE AND OPTION AGREEMENT 12/20/2001 obligation to pay royalties to GSK thereunder or (ii) consent to any assignment by ILEX to Paralex of the Original License Agreement.
Sample 1
Ilex. As of the Effective Date, ILEX represents that (a) it owns and ---- possesses adequate and enforceable rights to license and sublicense all of the ILEX Know--How, the ILEX Trademark and other intangible property, including, but not limited to, all of ILEX'S rights, obligations and duties under the Original License Agreement (collectively the "Proprietary Rights") licensed and sublicensed or proposed to be licensed and sublicensed to Paralex under this Agreement; (b) to the best of its knowledge, it has taken all action necessary to protect its Proprietary Rights, including, but not limited to, the payment of all applicable maintenance fees, annuity payments, taxes and any other costs required by applicable law or regulation required to maintain the patent and trademark rights in full force and effect; (c) it has not received any notice of, and there are no facts known to ILEX that indicate the existence of (i) any infringement or misappropriation by any Third Party of any of the Proprietary Rights or (ii) any claim by a Third Party contesting the validity of any of the Proprietary Rights; (d) it has not received any notice of any infringement, misappropriation or violation by ILEX or any of its employees of any Proprietary Rights of Third Parties, and to the best of its knowledge, neither ILEX nor any of its employees have infringed, misappropriated or otherwise violated any Proprietary Rights of any Third Parties; (e) neither the execution nor delivery of this Agreement conflicts with or will conflict with or result in a material breach of (i) the terms, conditions or provisions of, or constitute a default under, the Original License Agreement; (ii) ILEX'S Certificate of Incorporation, as a amended, or its Bylaws; (iii) any law, ordinance, regulation, order, writ, injunction or decree of any court or administrative agency; or (iv) any other contract, agreement, license, authorization, covenant or instrument under which ILEX or any of its employees are now obligated; and (f) it is not aware of any receipt by GSK or WFL of (i) any notice of infringement, misappropriation or violation by GSK or WFL or any of their employees of any Proprietary Rights of Third Parties or (ii) any claim by a Third Party contesting the validity of any of GSK's or WFL's intellectual property related to the GSK Know-How. Schedule 1.9 hereof contains a true, correct and complete copy of the Original License Agreement. The Original License Agreement has been duly and validly authori...
Sample 1

Related to Ilex

  • Cornerstone shall notify the LLC and confirm such advice in writing (i) when the filing of any post-effective amendment to the Registration Statement or supplement to the Prospectus is required, when the same is filed and, in the case of the Registration Statement and any post-effective amendment, when the same becomes effective, (ii) of any request by the Securities and Exchange Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for additional information and (iii) of the entry of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceedings for that purpose, and, if such stop order shall be entered, Cornerstone shall use its best efforts promptly to obtain the lifting thereof.

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  • Asset Management a. Data Sensitivity - Transfer Agent acknowledges that it understands the sensitivity of Fund Data.

  • Alex Xxxxx shall furnish, at its expense and without cost to the Fund, the services of personnel to the extent that such services are required to carry out their obligations under this Agreement;

  • Shareholder Services Transfer Agent or its agent will investigate all inquiries from Shareholders of a Fund relating to Shareholder accounts and will respond to all communications from Shareholders and others relating to its duties hereunder and such other correspondence as may from time to time be mutually agreed upon between Transfer Agent and a Fund. Transfer Agent shall provide each Fund with reports concerning Shareholder inquires and the responses thereto by Transfer Agent, in such form and at such times as are agreed to by the Fund and Transfer Agent.

  • Stockholder Services (i) Manage services for and communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications;

  • Medical Director (a) The HMO must have a qualified individual to serve as the Medical Director for its HHSC HMO Program(s). The Medical Director must be currently licensed in Texas under the Texas Medical Board as an M.D. or D.O. with no restrictions or other licensure limitations. The Medical Director must comply with the requirements of 28 T.A.C. §11.1606 and all applicable federal and state statutes and regulations.

  • SERVICES TO THE COMPANY In consideration of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue to serve as an officer, director, advisor, key employee or in any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected or appointed or retained or until Indemnitee tenders his or her resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee or in any other capacity of the Company, as provided in Section 17. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.

  • 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.

  • Collaboration Management Promptly after the Effective Date, each Party will appoint a person who will oversee day-to-day contact between the Parties for all matters related to the management of the Collaboration Activities in between meetings of the JSC and will have such other responsibilities as the Parties may agree in writing after the Effective Date. One person will be designated by Merck (the “Merck Program Director”) and one person will be designated by Moderna (the “Moderna Program Director,”) together will be the “Program Directors”. Each Party may replace its Program Director at any time by notice in writing to the other Party. Any Program Director may designate a substitute to temporarily perform the functions of that Program Director by written notice to the other Party. The initial Program Directors will be: For Moderna: [***] For Merck: [***]

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