Maintain Licenses in Force. MacroPore shall comply with all of the provisions of, and shall maintain in full force and effect, all license agreements with third parties pursuant to which MacroPore is licensee of intellectual property included in the Licensed Intellectual Property. MacroPore shall promptly notify Medtronic if any such third party licensor alleges any breach by MacroPore of any such license agreement. Medtronic shall be entitled, but not obligated, to cure any alleged breach by MacroPore of such license agreement and set-off the cost of such cure against amounts otherwise owed to MacroPore hereunder.
Maintain Licenses in Force. Alnylam shall, and shall cause its Affiliates to, comply with all material terms and conditions of, and shall not, and shall cause its Affiliates not to, without Novartis's prior written consent, accelerate, terminate, cancel, amend or modify, or waive any claims or rights under the Listed Alnylam Third Party Agreements, or take any action, or fail to take any action, that gives a Listed Counterparty the right to accelerate, terminate, cancel, amend or modify any rights under the Listed Alnylam Third Party Agreements; provided, however, that Alnylam may take any action with respect to Listed Alnylam Third Party Agreements that does not affect any of Novartis's rights or obligations. Alnylam shall promptly notify Novartis if any Third Party party to any Listed Alnylam Third Party Agreement or any Third Party with which Alnylam has entered into a license agreement after the Effective Date that is material to the Research Collaboration, any Discovered RNAi Compound or any Licensed Product, alleges any breach, default, or event that with the passage of time or giving of notice could become a default, by Alnylam of any such license agreement. Novartis shall be entitled, but not obligated, to cure any alleged breach or default by Alnylam of a payment obligation or other obligation, if possible, under any such license agreement and set-off the cost of such cure against amounts otherwise owed to Alnylam hereunder. The Parties shall use commercially reasonable efforts following the Effective Date to effect agreements or amendments to the Listed Alnylam Third Party Agreements that will allow Novartis or its Affiliates to directly pay any amounts due under such Listed Alnylam Third Party Agreements in the event that Alnylam defaults under any of its payment obligations and continue to permit Novartis to benefit from any rights granted under such Listed Alnylam Third Party Agreements and licensed to Novartis under this Agreement in the event of Alnylam's breach thereof.
Maintain Licenses in Force. MST shall comply with all of the provisions of, and shall maintain in full force and effect, all license agreements with third parties pursuant to which MST is licensee of Intellectual Property which Intellectual Property MST may use in manufacturing the Products for COMPANY. MST shall promptly notify COMPANY if any such third party licensor alleges any breach by MST of any such license agreement. COMPANY shall be entitled, but not obligated, to cure any alleged breach by MST of such license agreement and set-off the cost of such cure against amounts otherwise owed to MST hereunder.
Maintain Licenses in Force. CardioMEMS shall comply with all of the provisions of, and shall maintain in full force and effect for the maximum duration thereof as defined in the current contractual provisions thereof, all license agreements with Third Parties pursuant to which CardioMEMS is licensee of CardioMEMS Intellectual Property, including without limitation the licenses relating to the University Patents. CardioMEMS shall promptly notify Medtronic if any such Third Party licensor alleges any breach by CardioMEMS of any such license agreement. If it is reasonable for Medtronic to do so under the circumstances, Medtronic shall be entitled, but not obligated, to cure any alleged breach by CardioMEMS of such license agreement and shall be entitled to indemnification from CardioMEMS pursuant to Section 8.1. CardioMEMS shall have the right, but not the obligation to file, prosecute, and maintain, all patents and patent applications in the CardioMEMS Intellectual Property covering applications within the Field (other than with respect to Jointly Owned Intellectual Property which shall be subject to Article 5 of this Agreement), which activities shall be at CardioMEMS’ expense. In the event that CardioMEMS wishes to abandon any such patent or patent application, it shall notify Medtronic sufficiently in advance to permit Medtronic to maintain such patent or patent application without a loss of rights and Medtronic shall have the right, but not the obligation, to maintain such CardioMEMS Intellectual Property in full force and effect at its expense. CardioMEMS also agrees that it shall not transfer any of its rights, title or interest in
Maintain Licenses in Force. AVI shall comply with all of the provisions of, and shall maintain in full force and effect, all license agreements with third parties, including, specifically the * * * License, pursuant to which AVI is licensee of Intellectual Property included in the Technology. AVI shall promptly notify Medtronic if any such third party alleges any breach, default, or event that, with the passage of time or giving of notice could become a default, by AVI of any such license agreement. Medtronic shall be entitled, but not obligated, to cure any alleged breach or default by AVI of such license agreement and set-off the cost of such cure against amounts otherwise owed to AVI hereunder.
Maintain Licenses in Force. MedAmicus shall comply with all of the provisions of, and shall maintain in full force and effect, all license agreements with third parties pursuant to which MedAmicus is licensee of Intellectual Property included in the Licensed Intellectual Property. MedAmicus shall promptly notify Medtronic if any such third party licensor alleges any breach by MedAmicus of any such license agreement. Medtronic shall be entitled, but not obligated, to cure any alleged breach by MedAmicus of such license agreement and set-off the cost of such cure against amounts otherwise owed to MedAmicus hereunder.
Maintain Licenses in Force. In addition to its obligations set forth in the Evans Sublicense, WGT shall comply with all of the provisions of, axx xxall maintain in full force and effect, all license agreements with third parties pursuant to which WGT is licensee of intellectual property included in the Intellectual Property. WGT shall promptly notify Medtronic if any such third party alleges any breach by WGT of any such license agreement. Medtronic shall be entitled, but not obligated, to cure any alleged breach by WGT of such license agreement and set-off the cost of such cure against amounts otherwise owed to WGT hereunder.
Maintain Licenses in Force. Alnylam shall promptly notify Medtronic if any Third Party with which Alnylam has entered into a license agreement material to any Development Candidate or Licensed Product alleges any breach, default, or event that with the passage of time or giving of notice could become a default, by Alnylam of any such license agreement. Medtronic shall be entitled, but not obligated, to cure any alleged breach or default by Alnylam of a payment obligation or other obligation, if possible, under any such license agreement and set-off the cost of such cure against amounts otherwise owed to Alnylam hereunder. Alnylam agrees that, prior to modifying, waiving, amending or letting lapse any provision of any such license agreement in a manner material to any Development Candidate or Licensed Product, Alnylam shall notify Medtronic of such prospective modification, waiver, amendment or lapse and provide Medtronic with a reasonable opportunity to provide Alnylam with input regarding such prospective modification, waiver, amendment or lapse. Alnylam shall use reasonable efforts, consistent with the exercise of reasonable business judgment, not to modify, waive, amend or let lapse any such license agreement, and not to take any action or omit to take any action with respect to any such license agreement, an effect of which would be to adversely affect Medtronic's rights or obligations hereunder in any material respect.
Maintain Licenses in Force. AVI shall comply with all of the provisions of, and shall maintain in full force and effect (including the timely payment of all royalties, payments and other amounts due thereunder), all license agreements with third parties, including, specifically, the NIH License and UNeMed License, pursuant to which AVI is licensee of Intellectual Property included in the Technology. AVI shall promptly notify Company if any such third party alleges any breach, default, or event that, with the passage of time or giving of notice could become a default, by AVI of any such license agreement. Company shall be entitled, but not obligated, to cure any alleged breach or default by AVI of such license agreement and set-off the cost of such cure against amounts otherwise owed to AVI hereunder.
Maintain Licenses in Force. The non-Commercializing Party shall promptly notify the Commercializing Party if any Third Party with which the non-Commercializing Party has entered into a license agreement material to any Development Candidate, Medtronic Device or Licensed Product alleges any breach, default, or event that, with the passage of time or giving of notice, could become a default by the non-Commercializing Party of any such license agreement. The Commercializing Party shall be entitled, but not obligated, to cure any alleged breach or default by the non-Commercializing Party of a payment obligation or other obligation, if possible, under any such license agreement and set-off the cost of such cure against amounts otherwise owed to the non-Commercializing Party hereunder. The non-Commercializing Party agrees that, prior to modifying, waiving, amending or letting lapse any provision of any such license agreement in a manner material to any Development Candidate or Licensed Product, it shall notify the Commercializing Party of such prospective modification, waiver, amendment or lapse and provide the Commercializing Party with a reasonable opportunity to provide the non-Commercializing Party with input regarding such prospective modification, waiver, amendment or lapse. The non-Commercializing Party shall use reasonable efforts, consistent with the exercise of reasonable business judgment, not to modify, waive, amend or let lapse any such license agreement, and not to take any action or omit to take any action with respect to any such license agreement, an effect of which would be to adversely affect the Commercializing Party’s rights or obligations hereunder in any material respect.
