Incorporation of AbbVie Independent New Technology Sample Clauses

Incorporation of AbbVie Independent New Technology. In the event AbbVie proposes to incorporate or use with a Licensed Antibody or Licensed Product any AbbVie Independent New Technology, AbbVie will provide to Licensor a written proposal describing the AbbVie Independent New Technology it proposes to employ and identifying the Licensed Antibody or Licensed Antibodies for which AbbVie proposes to use such AbbVie Independent New Technology. Upon request, the Parties shall thereafter discuss the terms under which such AbbVie Independent New Technology would be so used or incorporated, including *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. any proposed allocation of Net Sales of the resulting Licensed Product between the AbbVie Independent New Technology and Licensed Antibody (and associated subtraction of Net Sales allocated to AbbVie Independent New Technology from the overall Net Sales for purposes of calculation of royalties and profits owed to Licensor hereunder). In the event the Parties reach agreement regarding such use or incorporation of such AbbVie Independent New Technology, the Parties shall document such agreement in writing and AbbVie shall thereafter be free to use such AbbVie Independent New Technology in accordance with and subject to the agreed terms. For clarity, if AbbVie uses or incorporates such New Technology with or in a Licensed Antibody or Licensed Product without the Parties agreeing in accordance with this Section 3.2.5, the then-existing terms of this Agreement shall apply and no such allocation of Net Sales of the resulting Licensed Product shall be made to the New Technology.
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Related to Incorporation of AbbVie Independent New Technology

  • Incorporation of Software Code I agree that I will not incorporate into any Company software or otherwise deliver to Company any software code licensed under the GNU General Public License or Lesser General Public License or any other license that, by its terms, requires or conditions the use or distribution of such code on the disclosure, licensing, or distribution of any source code owned or licensed by Company except in strict compliance with Company’s policies regarding the use of such software.

  • DEVELOPMENT OR ASSISTANCE IN DEVELOPMENT OF SPECIFICATIONS REQUIREMENTS/ STATEMENTS OF WORK

  • Incorporation of Schedules The Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

  • Incorporation of Exhibits The Exhibits identified in this Agreement are incorporated herein by reference and made a part hereof.

  • Selection of Subcontractors, Procurement of Materials and Leasing of Equipment The contractor shall not discriminate on the grounds of race, color, religion, sex, national origin, age or disability in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The contractor shall take all necessary and reasonable steps to ensure nondiscrimination in the administration of this contract. a. The contractor shall notify all potential subcontractors and suppliers and lessors of their EEO obligations under this contract. b. The contractor will use good faith efforts to ensure subcontractor compliance with their EEO obligations.

  • Limitation on Out-of-State Litigation - Texas Business and Commerce Code § 272 This is a requirement of the TIPS Contract and is non-negotiable. Texas Business and Commerce Code § 272 prohibits a construction contract, or an agreement collateral to or affecting the construction contract, from containing a provision making the contract or agreement, or any conflict arising under the contract or agreement, subject to another state’s law, litigation in the courts of another state, or arbitration in another state. If included in Texas construction contracts, such provisions are voidable by a party obligated by the contract or agreement to perform the work. By submission of this proposal, Vendor acknowledges this law and if Vendor enters into a construction contract with a Texas TIPS Member under this procurement, Vendor certifies compliance.

  • Recognition of U.S. Special Resolution Regimes (a) In the event a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of this Agreement (and any interest and obligation in or under, and any property securing, this Agreement) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement (and any interest and obligation in or under, and any property securing, this Agreement) were governed by the laws of the United States of America or a State of the United States of America. (b) In the event that a Covered Party or any BHC Affiliate of such Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, any Default Right under this Agreement that may be exercised against such Covered Party is permitted to be exercised to no greater extent than such Default Right could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States of America or a State of the United States of America.

  • Certification Regarding Prohibition of Boycotting Israel (Tex Gov. Code 2271)

  • Services to Other Clients; Certain Affiliated Activities (a) The relationship between the Asset Manager and the Series is as described in this Agreement and nothing in this Agreement, none of the services to be provided pursuant to this Agreement, nor any other matter, shall oblige the Asset Manager to accept responsibilities that are more extensive than those set forth in this Agreement. (b) The Asset Manager’s services to the Series are not exclusive. The Asset Manager may engage in other activities on behalf of itself, any other Managing Party and other clients (which, for the avoidance of doubt, may include other series of the Company). The Series acknowledges and agrees that the Asset Manager may, without prior notice to the Series, give advice to such other clients. The Asset Manager shall not be liable to account to the Series for any profits, commission or remuneration made or received in respect of transactions effected pursuant to the Asset Manager’s advice to another client and nor will the Asset Manager’s fees be abated as a result.

  • Rights to Inventions Made Under a Contract or Agreement For any federally assisted contract, awarded to a small business firm or nonprofit organization as defined in 37 CFR

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