Information and Cooperation. Each Party that has responsibility for filing and prosecuting any Patent Rights under this Section 7.4 (a “Filing Party”) shall (a) regularly provide the other Party (the “Non-Filing Party”) with copies of all patent applications filed hereunder and other material submissions and correspondence with the patent offices, in sufficient time to allow for review and comment by the Non-Filing Party; and (b) provide the Non-Filing Party and its patent counsel with an opportunity to consult with the Filing Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response. The advice and suggestions of the Non-Filing Party and its patent counsel shall be taken into consideration in good faith by such Filing Party and its patent counsel in connection with such filing. Each Filing Party shall pursue in good faith all reasonable claims and take such other reasonable actions, as may be requested by the Non-Filing Party in the prosecution of any Patent Rights covering any Program Technology under this Section 7.4; provided, however, if the Filing Party incurs any additional expense as a result of any such request, the Non-Filing Party shall be responsible for the cost and expenses of pursuing any such additional claim or taking such other actions. In addition, Company agrees that if Licensor claims any action taken under Section 7.4(d)(i) would be detrimental to Patent Rights covering Licensor Technology, Licensor shall provide written notice to Company and the Patent Coordinators shall, as promptly as possible thereafter, meet to discuss and resolve such matter and, if they are unable to resolve such matter, the Parties shall refer such matter to a mutually agreeable outside patent counsel for resolution.
Information and Cooperation. Each filing Party shall (a) regularly provide the other Party with copies of all patent applications filed hereunder and other material submissions and correspondence with the patent offices, in sufficient time to allow for review and comment by the other Party and (b) provide the other Party and its patent counsel with an opportunity to consult with the filing Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response. The filing Party hereby agrees that the advice and suggestions of the other Party and its patent counsel shall be taken into reasonable consideration by the filing Party and its patent counsel in connection with each filing. Each Party shall, upon request from the filing Party and at the filing Party’s sole cost, reasonably cooperate with the filing Party in connection with such patent filing activities.
Information and Cooperation. Subject to the provisions of Section 5.9 and the Confidentiality Agreement, from and after the Closing Date, Buyer shall deliver to Seller or its designee (including for purposes of this sentence, Seller's Tax advisors), such information and data that are in the possession of Buyer or the Company after the Closing Date and that are reasonably available concerning the pre-Closing Date operations of the Company and its Subsidiaries and make available such knowledgeable employees of Buyer and the Company and its Subsidiaries as Seller may reasonably request, including providing the full and complete information and data required by Seller's customary Tax and accounting information requests with respect to the Company to the extent such customary Tax and accounting information requests are consistent with past practice of the Company and are submitted to Buyer not later than 60 days prior to the due date (including extensions) of such Tax Return for which such information is required and is reasonably available, in order to enable Verizon, GTE and Seller fully to complete and file all Tax Returns that they may be required to file with respect to the activities of the Company and its Subsidiaries, to respond to and contest audits by any Taxing authorities with respect to such activities, to prosecute any claim for refund or credit to which Verizon, GTE or Seller is entitled hereunder and to otherwise enable Verizon, GTE and Seller fully to satisfy their accounting and Tax requirements. From and after the Closing Date, Seller shall deliver to Buyer or its designee (including for purposes of this sentence, Buyer's Tax advisors), such information and data that are in the possession of Seller or its Affiliates after the Closing Date and that are reasonably available concerning any Tax matters of the Company or any of its Subsidiaries and make available such knowledgeable employees of Seller and its Affiliates as Buyer may reasonably request in order to enable Buyer to complete and file all Tax Returns that it may be required to file with respect to the activities of Buyer or the Company or any of its Subsidiaries, to respond to and contest audits by any Taxing authorities with respect to such activities, to prosecute any claim for refund or credit to which Buyer or the Company (when owned by Buyer), or one of its Subsidiaries is entitled and to otherwise enable Buyer and the Company and its Subsidiaries to satisfy their accounting and Tax requirements. Seller shall...
Information and Cooperation. 5.1 The Organization shall be entitled to be supplied with all reasonable information pertaining to the Company’s ability to provide and provision of GMDSS services, including engineering and related advice, assistance and studies, in such form and with such frequency as is required to enable the Organization to review the performance by the Company of the Public Service Obligations
5.2 The Organization shall provide IMO with regular reports, at least once yearly, on the performance by the Company of its obligations under Clause 2.1.
5.3 The Organization and the Company hereby undertake to keep confidential, and to ensure that their officers, employees, agents and professional and other advisers keep confidential, any information which the Organization has acquired pursuant to Clause 5.1 and which is designated by the Company as being confidential, or which the Company has acquired pursuant to Clause 10, or otherwise, and shall not disclose to any third party any such information. If the Organization distributes any such confidential information to Parties, it shall obtain the prior consent of the Company and require the Parties to take appropriate measures to safeguard the confidentiality of such information, subject to national laws and regulations.
Information and Cooperation. Except with respect to Targacept Excluded Patent Rights, AstraZeneca Excluded Patent Rights and AstraZeneca Other Patent Rights (other than those specific AstraZeneca Other Patent Rights that cover a Terminated AZ Compound and for which Targacept provides AstraZeneca with written notice that Targacept expressly wishes to include within the scope of this Section 10.1.4, from and after the later of the date that such Terminated AZ Compound became a Terminated AZ Compound and the date that AstraZeneca receives such written notice), in connection with the activities set forth in Sections 10.1.1, 10.1.2, 10.1.3 and 10.1.5: (a) each Party shall consult with the other as to the strategy and prosecution of applications for Patent Rights and the maintenance or extension of the Targacept Patent Rights, the AstraZeneca Patent Rights and the Joint Patent Rights (provided that, if, in such consultation, AstraZeneca reasonably believes that an action Targacept proposes to take in connection with the prosecution of a Targacept Patent Right that is not a Targacept Product Patent Right would materially weaken or reduce the scope or coverage of such Targacept Patent Right as applied to Collaboration Compounds, Candidate Drugs or Products (including Option Compound Candidate Drugs and Option Compound Products), or Additional Compounds (or Additional Products) with respect to any of the foregoing, or the Exploitation thereof, [********]); (b) each filing Party shall regularly provide the other Party with copies of all patent applications filed hereunder and other material submissions and correspondence with the patent offices in sufficient time to allow for review and comment by the other Party, and in any event at least [********] in advance of the due date of any payment or other administrative action that is required to obtain or maintain a Patent Right; (c) such filing Party shall provide the other Party and its patent counsel with an opportunity to consult with the filing Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response; and (d) such filing Party shall notify the other Party as early as reasonably practicable, and in any event at least [********] in advance of all meetings and material communications with any patent authorities concerning the Targacept Patent Rights, the AstraZeneca Patent Rights or Joint Patent Rights and shall permit the other Party to participate in such meetings, and the advice ...
Information and Cooperation. For each Query and each click on a Paid Result, Publisher will provide: ***. Publisher will provide this information at the time a Query is sent to Yahoo! and when a user clicks on a Paid Result. For clarity, Yahoo! will not request and Publisher will not share any personally identifiable information with Yahoo!. Additionally, Publisher will utilize the URLs and other source feed indicators designated from time to time by Yahoo!. The parties will cooperate in a commercially reasonable manner to minimize automated, fraudulent or lower quality traffic. Yahoo! will have no obligation to make payments in instances when Publisher has failed to utilize designated source feed indicators correctly. The ad serving and quality systems used by Yahoo! in connection with this Agreement shall determine the validity and quality of all traffic, as well as any discounting of traffic.
Information and Cooperation. (a) CP and Texas Genco shall provide each other all documents and information, and make available employees and officers of CP and Texas Genco, as reasonably requested by the other party, on a mutually convenient basis during normal business hours, to aid the other party in preparing any Tax Return described in Section 2.1 of this Agreement or to contest any Audit of any such Tax Return.
(b) In the case of any Tax Return described in Section 2.1 of this Agreement, CP will provide Texas Genco with a copy of that portion of each such Tax Return to the extent it relates to Texas Genco or any Texas Genco Affiliated Company, together with all related tax accounting work papers, not later than five (5) days after the receipt of a written request therefor.
Information and Cooperation. Each Party responsible for filing patents and any Patent Rights (other than with respect to WCCI Technology) described in this Agreement (the “Filing Party”) shall keep the other Party regularly informed of the status of the Patent Rights for which it is responsible in accordance with this Article 9 (other than with respect to WCCI Technology). The Filing Party shall provide the other Party with (a) copies of all filings and correspondence with the patent offices, administrative boards or courts which the Filing Party sends or receives in connection with filing, prosecution, maintenance and defense of the Patent Rights for which it is responsible (other than with respect to WCCI Technology), and (b) copies of filings and correspondence referred to in the foregoing clause (a) sufficiently in advance of the due date so as to give the other Party sufficient time to comment and shall give good faith consideration to the other Party’s comments. The Filing Party shall seek the advice of the other Party with respect to strategy for the Patent Rights for which it is responsible (other than with respect to WCCI Technology) and shall give reasonable consideration to any suggestions or recommendations of the other Party concerning the preparation, filing, prosecution, maintenance and defense of such Patent Rights. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.
Information and Cooperation. Each filing Party shall (a) discuss with the other Party, through the Patent Coordinator, the filing of any patent application with respect to any Program Technology; (b) regularly provide the other Party with copies of all patent applications filed hereunder for any Program Technology and other material submissions and correspondence with the patent offices, in sufficient time to allow for review and comment by the other Party; (c) provide the other Party and its patent counsel with an opportunity to consult with the Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the other Party and its patent counsel shall be taken into consideration in good faith by such
Information and Cooperation. In addition to the obligations under Section 3.6, each Party shall use Commercially Reasonable Efforts to keep the other Party informed of its research, Development and Commercialization (including promotional) activities hereunder, and shall provide to the other Party, as appropriate, regular summary updates. If reasonably necessary for a Party to perform its work under this Agreement or to exercise its rights under this Agreement, that Party may request that the other Party provide more detailed information and data regarding the updates it earlier provided, and the other Party shall promptly provide the requesting Party with information and data as is reasonably available and reasonably related to the work under this Agreement. Neither Party is required to generate additional data or prepare additional reports to comply with the foregoing obligation. All such reports, information and data provided shall be subject to Section 12.1. Prior to commencing the manufacture of Products or conduct of studies for the Product outside of the scope of this Agreement in the Territory, MacroGenics shall notify Green Cross of any such activity and consult with Green Cross with respect thereto; provided, however, that MacroGenics shall not undertake any such activity if and to the extent such activity would have a material adverse affect on Green Cross.
