Licenses to Affiliates and Certain Third Parties Sample Clauses

Licenses to Affiliates and Certain Third Parties. (a) The license granted pursuant to Section 2.1 shall extend to and include (i) for PFIZER’s benefit, each Affiliate of PFIZER as of the Effective Date; (ii) for PFIZER’s benefit, each Affiliate of PFIZER that PFIZER specifies at any time and from time to time after the Effective Date; and (iii) any Third Party who, as a bona fide part of the PFIZER global supply and distribution chain, solely on PFIZER’s behalf, makes, has made, uses, sells, offers to sell, imports or exports a Licensed Product. Any license extended to an Affiliate or Third Party pursuant to this Section 2.3(a) shall be personal to such Affiliate or Third Party, shall be on the same terms and conditions as those provided herein and shall, except as to Licensed Products discovered, developed, made, sold, offered for sale, imported or exported solely for PFIZER or its Affiliates, terminate upon a Change of Control of PFIZER or the applicable Affiliate. (b) In order to facilitate payments from countries other than the United States, XOMA shall, whenever requested by PFIZER and where commercially reasonable to XOMA, enter into direct agreements with an Affiliate designated by PFIZER whereby said Affiliate will be obligated to remit any payments due for sales in such country directly to XOMA and XOMA shall execute such formal direct agreement documents as PFIZER may request which may be necessary to effect such purposes. Such formal direct agreement documents shall provide for the same terms as this Agreement insofar as such terms are lawful under the applicable laws and regulations of the particular country. However, PFIZER shall remain primarily liable for and guarantee all payments due XOMA.
Sample 1
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Related to Licenses to Affiliates and Certain Third Parties

  • Affiliates and Third Parties If the Asset Representations Reviewer processes the PII of the Issuer’s Affiliates or a third party when performing a Review, and if such Affiliate or third party is identified to the Asset Representations Reviewer, such Affiliate or third party is an intended third-party beneficiary of this Section 4.10, and this Agreement is intended to benefit the Affiliate or third party. The Affiliate or third party may enforce the PII related terms of this Section 4.10 against the Asset Representations Reviewer as if each were a signatory to this Agreement.

  • Approvals of Third Parties As soon as practicable after the execution of this Agreement, but in any event prior to the Closing Date, Purchaser will use its best efforts to secure all necessary approvals and consents of third parties to the consummation of the transactions contemplated by this Agreement.

  • Consents of Third Parties No vote, approval or consent of any holder of capital stock of the Company or any other third parties is required or necessary to be obtained by the Company in connection with the authorization, execution, deliver and performance of this Agreement and the other Transaction Documents or in connection with the authorization, issue and sale of the Securities and, upon issuance, the Warrant Shares, except as previously obtained, each of which is in full force and effect.

  • Unaffiliated Third Parties Nothing herein shall impose any duty upon the Transfer Agent in connection with or make the Transfer Agent liable for the actions or omissions to act of unaffiliated third parties such as, by way of example and not limitation, airborne services, the U.S. mails and telecommunication companies, provided, if the Transfer Agent selected such company, the Transfer Agent shall have exercised due care in selecting the same.

  • Consent of Third Parties If any provision of this Agreement is dependent on the consent of any third party and such consent is withheld, the Parties hereto shall use their reasonable best efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties hereto shall negotiate in good faith to implement the provision in a mutually satisfactory manner.

  • Consents and Approvals of Third Parties Mid Penn shall use commercially reasonable efforts to obtain as soon as practicable all consents and approvals necessary or desirable for the consummation of the transactions contemplated by this Agreement.

  • Contracts (Rights of Third Parties ACT 1999

  • Rights of Third Parties A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this Agreement. This clause shall not affect any right or remedy of a third party which exists or is available apart from that Act.

  • Obligations to Third Parties Each party warrants and represents that this Agreement does not conflict with any contractual obligations, expressed or implied, undertaken with any Third Party.

  • Links to Third Party Sites/Third Party Services xxx.xxxxxxxxxxxxxxxxxx.xxx may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of Company and Company is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Company is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Company of the site or any association with its operators. Certain services made available via xxx.xxxxxxxxxxxxxxxxxx.xxx are delivered by third party sites and organizations. By using any product, service or functionality originating from the xxx.xxxxxxxxxxxxxxxxxx.xxx domain, you hereby acknowledge and consent that Company may share such information and data with any third party with whom Company has a contractual relationship to provide the requested product, service or functionality on behalf of xxx.xxxxxxxxxxxxxxxxxx.xxx users and customers.

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