Listed Alnylam Third Party Agreements Sample Clauses

Listed Alnylam Third Party Agreements. Schedule D-1 identifies all Listed Alnylam Third Party Agreements existing as of the Effective Date, and Schedule D-2 summarizes certain relevant Alnylam Third Party Obligations under such Listed Alnylam Third Party Agreements, including without limitation Listed Alnylam Third Party Payment obligations. All Listed Alnylam Third Party Agreements are in full force and effect, and no dispute presently exists between Alnylam and such Listed Counterparties and Pre-Existing Alliance Parties that would place in jeopardy any of the licenses granted by Alnylam under this Agreement.
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Listed Alnylam Third Party Agreements. Copies of the following agreements, some in redacted form, have been, or shall be, made available to Licensee as of the Effective Date:
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Listed Alnylam Third Party Agreements. Exhibit B-2 identifies all Listed Alnylam Third Party Agreements existing as of the Effective Date, excluding Listed Third Party Agreements (as defined in the LCA). All such Listed Alnylam Third Party Agreements are in full force and effect, and no dispute presently exists between Alnylam and Listed Alnylam Counterparties under the agreements listed on Exhibit B-2 or Alnylam Pre-Existing Alliance Parties under the agreements listed on Exhibit B-1 that would place in jeopardy any of the licenses granted by Alnylam under this Agreement.
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Listed Alnylam Third Party Agreements. Copies of the following agreements, some in redacted form, have been, or shall be, made available to Roche as of the Effective Date:
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Listed Alnylam Third Party Agreements. Schedule E identifies all Listed Alnylam Third Party Agreements existing as of the Effective Date. All Listed Alnylam Third Party Agreements are in full force and effect, and no dispute presently exists between Alnylam and any of such Listed Counterparties and Pre-Existing Alliance Parties that would adversely affect any of the licenses granted by Alnylam under this Agreement. Alnylam shall use its best efforts to maintain its good standing under each Listed Alnylam Third Party Agreement (including, without limitation, by not initiating any patent challenges which could result in the termination of any in-license in accordance with its terms). Alnylam shall not (i) breach any of its material obligations or waive any of its rights under, (ii) amend in any manner that would be materially adverse to the rights granted to Takeda hereunder (including, but not limited to, amending the [**] Agreement in any manner prohibited by Section 3.10(c) or extending the [**] or increasing the number of exclusive Targets under the [**] License Agreement or amending the [**] License Agreement in a manner similar to those prohibited by Section 3.10(c)) or (iii) terminate any Listed Alnylam Third Party Agreement, including by failure to satisfy any of its diligence obligations thereunder. If a Listed Alnylam Third Party Agreement provides Alnylam with the opportunity to assume prosecution of any Alnylam Patent Right or risk that such right will be abandoned, then Alnylam shall take reasonable measures to prosecute such Alnylam Patent Right in the Field, consistent with prudent commercial practices in the biotechnology industry.
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Listed Alnylam Third Party Agreements. Copies of the following agreements, some in redacted form, have been, or shall be, made available to Takeda as of the Effective Date:
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Listed Alnylam Third Party Agreements. Copies of the following agreements, some in redacted form, have been, or shall be, made available to Monsanto as of the Effective Date:
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Related to Listed Alnylam Third Party Agreements

  • Third Party Agreements Nothing in this Section 5.3 shall require any Party to violate any Contract or arrangement with any Third Party regarding the confidentiality of confidential and proprietary information relating to that Third Party or its business; provided, however, that in the event that a Party is required under this Section 5.3 to disclose any such information, such Party shall use commercially reasonable efforts to seek to obtain such Third Party’s consent to the disclosure of such information. The Parties also acknowledge that the Other Parties’ Auditors are subject to contractual, legal, professional and regulatory requirements which such auditors are responsible for complying with.

  • Sublicense Agreements Sublicenses shall be granted only pursuant to written agreements, which shall be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect:

  • Third Party Data Any statistical, industry-related and market-related data, which are included in the Disclosure Package and the Prospectus, is based on or derived from sources that the Company reasonably and in good faith believes to be reliable and accurate, and such data agrees with the sources from which it is derived, and the Company has obtained the written consent for the use of such data from such sources to the extent required.

  • Third Party Licenses If (a) in the opinion of outside patent counsel to Licensee, Licensee, or any of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either case, Licensee shall have the first right, but not the obligation to negotiate and to obtain a license from such Third Party as necessary for the Exploitation of any Licensed Product hereunder in such country; provided, however, that NovaDel shall have the sole right to seek any such license with respect to the Licensed Process and shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel shall, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent (100%) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; provided, however, that Licensee shall have the right to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall be reduced by more than fifty percent (50%) of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters.

  • Third-Party Agreements and Rights The Executive hereby confirms that the Executive is not bound by the terms of any agreement with any previous employer or other party which restricts in any way the Executive’s use or disclosure of information or the Executive’s engagement in any business. The Executive represents to the Company that the Executive’s execution of this Agreement, the Executive’s employment with the Company and the performance of the Executive’s proposed duties for the Company will not violate any obligations the Executive may have to any such previous employer or other party. In the Executive’s work for the Company, the Executive will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Executive will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

  • Related Party Agreements 34 7.5 Cooperation................................................... 34 7.6 Conduct of Business Pending Closing........................... 35 7.7

  • Third Party License Pursuant to 15 U.S.C. § 3710a(b)(1)(B), if PHS grants Collaborator an exclusive license to a CRADA Subject Invention made solely by an ICD employee or jointly with a Collaborator employee, the Government will retain the right to require Collaborator to grant to a responsible applicant a nonexclusive, partially exclusive, or exclusive sublicense to use the CRADA Subject Invention in Collaborator’s licensed field of use on terms that are reasonable under the circumstances; or, if Collaborator fails to grant a license, to grant a license itself. The exercise of these rights by the Government will only be in exceptional circumstances and only if the Government determines (i) the action is necessary to meet health or safety needs that are not reasonably satisfied by Collaborator, (ii) the action is necessary to meet requirements for public use specified by federal regulations, and such requirements are not reasonably satisfied by Collaborator; or (iii) Collaborator has failed to comply with an agreement containing provisions described in 15 U.S.C. § 3710a(c)(4)(B). The determination made by the Government under this Paragraph is subject to administrative appeal and judicial review under 35 U.S.C. § 203(2).

  • License Agreements (a) Each Borrower and Guarantor shall (i) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to which it is a party to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that, subject to Section 9.19(b) below, such Borrower or Guarantor may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Borrower or Guarantor; provided, that, such Borrower or Guarantor (as the case may be) shall give Agent not less than thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (iv) give Agent prompt written notice of any material License Agreement entered into by such Borrower or Guarantor after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Agent may request, (v) give Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a notice from such Borrower or Guarantor) a copy of each notice of default and every other notice and other communication received or delivered by such Borrower or Guarantor in connection with any material License Agreement which relates to the right of such Borrower or Guarantor to continue to use the property subject to such License Agreement, and (vi) furnish to Agent, promptly upon the request of Agent, such information and evidence as Agent may reasonably require from time to time concerning the observance, performance and compliance by such Borrower or Guarantor or the other party or parties thereto with the material terms, covenants or provisions of any material License Agreement.

  • Assignments; Reinsurance; Third-Party Rights (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. None of the Transaction Parties may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of the Insurer. Any assignments made in violation of this Insurance Agreement shall be null and void.

  • Third Party Technology The assignment of any applicable license agreements with respect to Third Party Technology are set forth in the General Assignment and Assumption Agreement.

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