Licensor Assistance. In addition to any responsibilities that may be set forth in Exhibit C, Licensor will provide on-going assistance to Yahoo with regard to technical, administrative and service-oriented issues relating to the utilization, transmission and maintenance of the Licensor Content, as Yahoo may reasonably request. Licensor will use its reasonable best efforts to ensure that the Licensor Content is accurate, comprehensive and updated regularly as set forth in Exhibit C.
Licensor Assistance. Throughout the Term, Licensor shall be obligated to identify Information that is reasonably necessary for Licensee to Develop the Product or Commercialize the Products in the Field in the Territory in accordance with this Agreement and, at any time that Licensor or Licensee identifies Licensor Know-How relevant for these purposes in the Territory, Licensor shall promptly provide Licensee with copies of such Licensor Know-How free of charge other than any expenses incurred in such provision. Without limiting the foregoing, in order to assist Licensee in the conduct of clinical studies of the Product in or for the Territory during the Term, Licensor shall at the cost of the Licensor, (i) promptly upon Licensee’s request, supply Licensee with Licensor Know-How that is reasonably necessary for Licensee to conduct clinical studies of the Product in or for the Territory and (ii) promptly after the Effective Date, provide Licensee (or its subcontractor), for use in clinical studies of the Product, with materials developed and validated by Licensor in the English language (e.g., patient diary); and (iii) provision of sample and reference Products for clinical Development; and (iv) if reasonably requested by Licensee, implement necessary pre-clinical trials and clinical trials outside the Territory, provided that (a) such trials are required by the Regulatory Authority in the Territory or considered necessary to facilitate Licensee for the application for or maintenance of the Regulatory Approvals in the Territory; (ii) such trials are permitted by the Applicable Law and acceptable for the Regulatory Authority in the Territory; and (iii) the costs and expenses of such trials (including the cost of Products used therein) are borne by Licensee.
Licensor Assistance. In addition to any responsibilities that may be set forth in EXHIBIT C, Licensor will provide commercially reasonable on-going assistance to Yahoo with regard to technical, administrative and service-oriented issued relating to the utilization, transmission and maintenance of the Licensor Content, as Yahoo may reasonably request. Licensor will use its reasonable best efforts to ensure that the Licensor Content is accurate, comprehensive and updated regularly as set forth in EXHIBIT C.
Licensor Assistance. In addition to any responsibilities that may be set forth in Exhibit C, Licensor will provide on-going assistance to DIT with regard to technical, administrative and service-oriented issues relating to the utilization, transmission and maintenance of the Licensor Content, as DIT may reasonably request. Licensor will use its reasonable best efforts to ensure that the Licensor Content is accurate, comprehensive and updated regularly as set forth in Exhibit C.
Licensor Assistance. Upon Xxxxxxx’x reasonable request during the Term, Licensor will respond to questions and requests from Xxxxxxx for additional information relating to the Licensed Compounds and Licensed Products and will provide Xxxxxxx with reasonable access by teleconference, in-person or e-mail to any personnel of Licensor or any of its Affiliates that was involved in the Exploitation of Licensed Compounds and Licensed Products.
Licensor Assistance. Prior to the Market Launch of a Licensed Product, Licensor agrees that it shall provide commercially reasonable assistance to the Licensee in connection with the development and commercialization of a Licensed Product as described in Schedule B hereto in exchange for the compensation also described in Schedule B. Licensor shall own all Technology resulting solely from the efforts of the agents, Affiliates and employees of Licensor as a part of such development and commercialization, (but for such purposes (or any other purpose of this Agreement) Licensee shall not be considered an agent of Licensor), but such Technology shall be deemed included in the Licensed Technology.
Licensor Assistance. Licensor shall provide reasonable assistance to Licensee, at Licensee’s cost and as Licensee may reasonably request, for the Development, Manufacture, and Commercialization of Compounds and Products in the Field in the Licensed Territory, subject to reasonable limitations to be determined by the JSC.
Licensor Assistance. Throughout the Term, Licensor shall be obligated to identify Information that is reasonably necessary for Licensee to Develop the Product or Commercialize the Products in the Field in the Territory in accordance with this Agreement and, at any time that Licensor or Licensee identifies Licensor Know-How, Licensor shall promptly provide Licensee with copies of such Licensor Know-How free of charge. Without limiting the foregoing, in order to assist Licensee in the conduct of clinical studies of the Product in or for the Territory during the Term, Licensor shall, (i) promptly upon Licensee’s request, supply Licensee with Licensor Know-How that is reasonably necessary for Licensee to conduct clinical studies of the Product and (ii) promptly after the Effective Date, provide Licensee (or its subcontractor), for use in clinical studies of the Product, with materials developed and validated by Licensor in the English language (e.g., patient diary), in each case, ((i) and (ii)), Licensor shall assist Licensee, at its request, in contacting vendors for required scales, translations and electronic systems and shall assist Licensee, at its request, with feedback to questions regarding the patients’ diary.
Licensor Assistance. (a) In consideration of Licensor’s receipt of the Initial License Consideration, Licensor shall provide reasonable training, assistance and consultation services to Licensee with regard to the Licensor IP, including Licensor Know-How, substantially as set forth on Exhibit E attached hereto and as requested from time to time by Licensee, including with regard to treatments, delivery devices, laboratory results, culturing methods and Patent Rights.
(b) In the event that Licensee Exploits Licensor IP at one or more facilities in the Territory but outside the United States, then, at the request of Licensee, Licensee and Cexxxxx Xxxxxxx, P.C., a Colorado professional corporation doing business as Cexxxxx-Xxxxxxx Xlinic (“CSC”), shall enter into an agreement providing for the terms set forth in Exhibit F attached hereto pursuant to which Licensee would use the physicians of CSC to staff, train and perform Procedures at such facilities.
Licensor Assistance. Licensee shall pay to Licensor all expenses for all reasonably necessary transportation, including airfares, maintenance, travel, and living expenses (at least comparable to U.S. standards of travel and travel maintenance) to and from Licensee’s place of business, of all Licensor-furnished personnel providing brand promotion, marketing, and sales assistance to Licensee at the request of Licensee. If Licensor is required to pay or has paid such expenses, then Licensee shall make full reimbursement to Licensor within thirty (30) days of invoice date at the address set forth in Section 20.11. All payments shall be made in accordance with Section 19. Licensor shall also offer Licensee advice on the development and interpretation of market research, strategies, development, and implementation of annual marketing plans, new product development and modifications to existing product lines, package selection and graphics, product positioning, competitive analysis development of advertising, and promotional merchandising strategies, including media selection and management for Licensed Products. Licensor shall use best efforts to assist Licensee’s management to expand product sales, marketing, and distribution programs in the U.S. and other national territories. Licensee hereby agrees that Licensor makes no guarantee as to the success of its efforts, and any lack of performance or results shall not constitute a breach by Licensor of this Agreement.
