InterMune Sample Clauses

InterMune. In the event that a Party believes a Third Party is infringing any Collaboration Patent, InterMune shall have the first right, but not the obligation, to take reasonable legal action to enforce such Collaboration Patent and defend any declaratory judgment action relating to such infringement, at its sole cost and expense. If, within six (6) months following receipt of notice from Array of such infringement, InterMune fails to take such action to halt a commercially significant infringement of a patent filed pursuant to Section 8.2.1, Array shall, in its sole discretion, have the right, at its sole expense, to take such action; provided that if such Collaboration Patent is solely owned by InterMune, Array’s action shall be limited to the prevention of infringing activities with products that are competitive with Products then being commercialized by InterMune (the “Back-Up Right”). Prior to the Back-Up Right becoming effective for a given Collaboration Patent, Array shall not notify any Third Party of their alleged infringement of that Collaboration Patent without InterMune’s advance written consent. The foregoing in this Section 8.3.2 shall apply mutatis mutandis to the enforcement of Primary Preparatory Patents (as defined in Section 8.2.2), except to the extent that Array cannot grant InterMune preparation, filing, prosecution and/or maintenance rights due to rights granted to a Third Party by Array with regard to any Primary Preparatory Patent prior to the Effective Date. In addition, the foregoing regarding the Back-Up Right shall apply mutatis mutandis to permit InterMune to enforce Preparatory Patents that are not Primary Preparatory Patents in the same manner and subject to the same limitations as Array’s Back-Up Right with respect to Collaboration Patents, including without limitation the requirement not to notify infringers until the Back-Up Right becomes effective.
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InterMune. InterMune represents, warrants and covenants (as applicable) on its own behalf and on behalf of its Affiliates that: (i) it has the legal power, authority and right to enter into this Agreement and to perform all of its obligations hereunder; (ii) this Agreement is a legal and valid obligation binding upon it and enforceable in accordance with its terms; (iii) it has the full right to enter into this Agreement, and to fully perform its obligations hereunder; and (iv) it has not previously granted, and during the term of this Agreement will not knowingly make any commitment or grant any rights which are in conflict in any way with the rights and licenses granted herein.
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InterMune. InterMune agrees to indemnify, defend and hold Array and its Affiliates and their respective directors, officers, employees, agents and their respective successors, heirs and assigns (the “Array Indemnitees”) harmless from and against any losses, costs, damages, liabilities or expense (including reasonable attorneys’ and professional fees and other expenses of litigation) (collectively, “Liabilities”) arising, directly or indirectly out of or in connection with Third-Party claims, suits, actions, demands or judgments, relating to (i) the development manufacture, use, sale or other distribution by or on behalf of InterMune, its Affiliates or Sublicensees or other designees of any Hit Compounds, Lead Compounds and Products (including, without limitation, product liability and patent infringement claims), (ii) InterMune’s conduct of the Research Collaboration; and/or (iii) any breach by InterMune of the representations, warranties and covenants made in Article 10 of this Agreement, except, in each case, to the extent such Liabilities result from the gross negligence or intentional misconduct of Array or are subject to indemnification by Array under Section 11.2.
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InterMune. Upon any Default by InterMune under this Agreement Amgen may notify InterMune of such Default and, in the event such Default shall be a payment Default, require that InterMune cure such Default within [*] days of Amgen's notice, or in the event such Default shall be a Default other than a payment Default, require that InterMune cure such Default within [*] days of Amgen's notice, or, if such Default (other than a payment Default) cannot reasonably be cured within such time period, present a reasonably achievable plan to cure such Default as promptly as is reasonably practicable under the circumstances. In the event InterMune shall not have cured the Default at the end of the applicable grace period, Amgen may terminate this Agreement, and all licenses and assignments granted hereunder to InterMune, its Affiliates and Sublicensees, shall revert to Amgen. Upon termination of this Agreement pursuant to this Section 13.3(a), InterMune shall immediately cease all development and Commercialization of the Licensed Products, return to Amgen all physical manifestations of the Amgen Technology, and promptly take all actions reasonably necessary to effect the transfer to Amgen of all Regulatory Approvals for Infergen in the Territory (including without limitation by making such filings as may be required with Regulatory Authorities and other governmental authorities of the Territory that may be necessary to effect such transfer).
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InterMune. (i) InterMune shall provide Xxxxxx with [*] reports summarizing the reported promotional activities of its Direct Sales Force during such month, which reports will include the data fields in Attachment C, within [*]. The form of these reports may be revised and modified subject to InterMune’s written agreement. (ii) InterMune shall provide Xxxxxx with [*] reports summarizing its promotional activities for [*] to include the data fields in Attachment F, within [*]. The form of these reports may be revised and modified subject to InterMune’s written agreement. (iii) InterMune shall also provide Xxxxxx with a roster of the [*] of the representatives on the Direct Sales Force and promptly report any changes to this roster.
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InterMune. InterMune shall ensure its Direct Sales Force is trained within [*] business days of the later of the Effective Date or initial receipt of Xxxxxx’x training materials. Thereafter, InterMune will ensure its Direct Sales Force attends Xxxxxx training and receives any updated training materials [*] InterMune will [*] and will provide Xxxxxx with the [*] InterMune will [*] InterMune will take sole responsibility for the ongoing training of its sales force and new hires throughout the year. InterMune shall provide training [*] to any new hires to the Direct Sales Force within sixty [*] after hire.
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InterMune. (i) InterMune shall provide Xxxxxx with [*] reports [*] which reports will include the data fields in Attachment C, within [*] The form of these reports may be revised and modified subject to InterMune’s written agreement. (ii) InterMune shall provide Xxxxxx with [*] reports [*] to include the data fields in Attachment F, within [*] The form of these reports may be revised and modified subject to InterMune’s written agreement. (iii) InterMune shall also provide Xxxxxx with [*]
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Related to InterMune

  • 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.

  • 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.

  • 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 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 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 Agent, and agrees to deliver the Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce 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.

  • Manufacturing Technology Transfer Upon AbbVie’s written request with respect to a given Collaboration CAR-T Product and Licensed Product, Caribou shall effect a full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party Provider) of all Materials and Know-How Controlled by Caribou relating to the then-current process for the Manufacture of such Collaboration CAR-T Product and any corresponding Licensed Products (each, a “Manufacturing Process”). Caribou shall provide, shall cause its Affiliates to provide, and shall use Commercially Reasonable Efforts to assist AbbVie in causing all Third Party Providers to provide, all reasonable assistance requested by AbbVie to enable AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to implement each Manufacturing Process at the facilities designated by AbbVie. If requested by AbbVie, such assistance shall include facilitating the entering into of agreements with applicable Third Party suppliers relating to such Collaboration CAR-T Product and any corresponding Licensed Products. Without limitation of the foregoing, in connection with the Manufacturing Process and related transfer: (a) Caribou shall, and shall cause its Affiliates to, make available to AbbVie (or its Affiliate or designated Third Party Provider, as applicable), and shall use Commercially Reasonable Efforts to assist AbbVie in causing all Third Party Providers to make available to AbbVie, from time to time as AbbVie may request, all Materials and Manufacturing-related Know-How Controlled by Caribou relating to each Manufacturing Process, including methods, reagents and processes and testing/characterization Know-How, and all documentation constituting material support, performance advice, shop practice, standard operating procedures, specifications as to Materials to be used, and control methods, that are necessary or reasonably useful to enable AbbVie (or its Affiliate or designated Third Party manufacturer, as applicable) to use and practice such Manufacturing Process; (b) Caribou shall cause all appropriate employees and representatives of Caribou and its Affiliates, and shall use Commercially Reasonable Efforts to assist AbbVie in causing all appropriate employees and representatives of Third Party Providers, to meet with employees or representatives of AbbVie (or its Affiliate or designated Third Party Provider, as applicable) at the applicable manufacturing facility at mutually convenient times to assist with the working up and use of each Manufacturing Process and with the training of the personnel of AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to the extent necessary or reasonably useful to enable AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to use and practice such Manufacturing Process; (c) Without limiting the generality of this Section 4.4.2, Caribou shall cause all appropriate analytical and quality control laboratory employees and representatives of Caribou and its Affiliates, and shall use Commercially Reasonable Efforts to assist AbbVie in causing all appropriate analytical and quality control laboratory employees and representatives of Third Party Providers, to meet with employees or representatives of AbbVie (or its Affiliate or designated Third Party Provider, as applicable) at the applicable manufacturing facility and make available all necessary equipment, at mutually convenient times, to support and execute the provision of all applicable analytical methods and the validation thereof (including all applicable Know-How, Information and Materials Controlled by Caribou, and sufficient supplies of all primary and other reference standards); (d) Caribou shall, and shall cause its Affiliates to, take such steps, and shall use Commercially Reasonable Efforts to assist AbbVie in causing Third Party Providers take such steps, as are necessary or reasonably useful to assist AbbVie (or its Affiliate or designated Third Party Provider, as applicable) in obtaining any necessary licenses, permits or approvals from Regulatory Authorities with respect to the Manufacture of the applicable Collaboration CAR-T Products and corresponding Licensed Products at the applicable facilities; and (e) Caribou shall, and shall cause its Affiliates to, provide, and shall use Commercially Reasonable Efforts to assist AbbVie in causing Third Party Providers to provide, such other assistance as AbbVie (or its Affiliate or designated Third Party Provider, as applicable) may reasonably request to enable AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to use and practice each Manufacturing Process and otherwise to Manufacture the applicable Collaboration CAR-T Products and corresponding Licensed Products.

  • Ergonomics The supervisor/manager will provide training and equipment for staff to safely perform job functions and avoid injury. Employees should contact their supervisor if job procedures, equipment or workstations lead to risk of injury or work-related musculoskeletal disorders. Further ergonomic guidelines shall be referenced on the Environmental Health and Safety website xxx.xxx.xxxxxxxxxx.xxx.

  • 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.

  • Collaboration 31.1 If the Buyer has specified in the Order Form that it requires the Supplier to enter into a Collaboration Agreement, the Supplier must give the Buyer an executed Collaboration Agreement before the Start date. 31.2 In addition to any obligations under the Collaboration Agreement, the Supplier must: 31.2.1 work proactively and in good faith with each of the Buyer’s contractors 31.2.2 co-operate and share information with the Buyer’s contractors to enable the efficient operation of the Buyer’s ICT services and G-Cloud Services

  • Cardiff Capital Region has secured a deal worth £1.2 billion. Over its lifetime, local partners expect the City Deal to deliver up to 25,000 new jobs and leverage an additional £4 billion of private sector investment.

  • Employee Development The Employer may provide employees the opportunity to participate in appropriate seminars, workshops or short courses. When possible and appropriate the Employer will provide to all staff information on seminars, workshops or short courses by posting a notice on the Employer’s internal web site.

  • Principal Investigator The Research will be supervised by __________________ ("Principal Investigator"). If for any reason the individual is unable to continue to serve as Principal Investigator and a successor acceptable to both the University and the Sponsor is not available, this agreement shall be terminated as provided in Article 9. The Principal Investigator may work with others at the University (“Associates”) in conducting the Research.

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