Nektar Agreement Requirements Sample Clauses

Nektar Agreement Requirements. Each Party acknowledges and agrees that Section 2.8.1 is included to ensure compliance with the Nektar Agreement and the other Party would not have entered into this Agreement without the protection afforded it by Section 2.8.1. If, notwithstanding the foregoing, a court of competent jurisdiction determines that the restrictions set forth in Section 2.8.1 are too broad or otherwise unreasonable under Applicable Law, the Parties shall amend Section 2.8.1 to include the maximum restrictions allowable under Applicable Law with the intent of complying with the terms of this Agreement and the Nektar Agreement to the maximum extent permitted by Applicable Law.
Sample 1
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Nektar Agreement Requirements. The rights and licenses granted by Ophthotech to Novartis with respect to any Ophthotech Patent Rights Controlled by Ophthotech pursuant to the Nektar Agreement and sublicensed to Novartis hereunder (the “Nektar Patent Rights”), including, as applicable, in Section 3.01(a), Section 3.01(b) and Section 3.01(c) and in ARTICLE VIII, are subject to the terms and conditions of the Nektar Agreement as applicable to the scope of Novartis’ rights and obligations under the Nektar Agreement and this Agreement. In furtherance and not in limitation of the foregoing, Novartis acknowledges and agrees that: (i) Novartis does not have, and will not grant any sublicense under the Nektar Patent Rights to any Person that has, a significant or material business (as determined from the perspective of a reasonable competitor in such business) in either or both: (A) manufacturing or supplying poly (ethylene glycol) (“PEG”) or PEG derivatives; and (B) attaching PEG or PEG derivatives to pharmaceutical or biotechnology products, including licensing intellectual property or technology pertaining to attachment of PEG or PEG derivatives to pharmaceutical or biotechnology products; (ii) Nektar may, at its option, terminate the sublicense granted to Novartis hereunder with respect to the Nektar Patent Rights upon termination or expiration of the Nektar Agreement; (iii) Novartis shall enter into the agreements set forth in Section 2.1(e) of the Nektar Agreement with respect to inventions and confidential information; (iv) Novartis shall not judicially challenge the validity or enforceability of any Nektar Patents; Novartis’ sublicense rights to the Nektar Patents shall terminate as set forth in Section 3.5 of the Nektar Agreement if Novartis so challenges the Nektar Patents; (v) Novartis shall be subject to Section 3.6 and Article 9 of the Nektar Agreement to the same extent as Ophthotech; (vi) Nektar shall have the exclusive manufacturing rights set forth in Section 4.1 of the Nektar Agreement; (vii) Nektar shall have the intellectual property ownership and other rights set forth in Section 4.10 of the Nektar Agreement; (viii) Novartis shall keep and maintain records of sales made and deductions taken pursuant to this Agreement, and to grant access to such records by Nektar’s independent accountant to the same extent required of Ophthotech under the Nektar Agreement; (ix) each sublicense granted by Novartis with respect to the Nektar Patent Rights shall be subject to, and consistent wi...
Sample 1

Related to Nektar Agreement Requirements

  • Agreement Requirements This agreement will be issued to cover the Janitorial Service requirements for all State Agencies and shall be accessible to any School District, Political Subdivision, or Volunteer Fire Company.

  • Amendment Requirements (a) Notwithstanding the provisions of Sections 13.1 and 13.2, no provision of this Agreement that establishes a percentage of Outstanding Units (including Units deemed owned by the General Partner) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the written consent or the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Sections 13.1 and 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 13.3(c), (ii) enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable to, the General Partner or any of its Affiliates without its consent, which consent may be given or withheld in its sole discretion, (iii) change Section 12.1(b), or (iv) change the term of the Partnership or, except as set forth in Section 12.1(b), give any Person the right to dissolve the Partnership. (c) Except as provided in Section 14.3, and without limitation of the General Partner’s authority to adopt amendments to this Agreement without the approval of any Partners or Assignees as contemplated in Section 13.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 13.1 and except as otherwise provided by Section 14.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Limited Partner under applicable law. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the holders of at least 90% of the Outstanding Units.

  • Payment Requirements ‌ A. Contract Amount: It is expressly agreed and understood that the total amount to be paid by County under this Contract shall not exceed the total County funding as set forth in Attachment B-Payment/Compensation to Subrecipient attached hereto and incorporated herein by reference. B. County will reclaim any unused balance of funds for reallocation to other County approved projects.

  • Equipment Requirements No Equipment is provided to Customer as part of this Service.

  • Certain Amendment Requirements (a) Notwithstanding the provisions of Section 9.1 and Section 9.3, no provision of this Agreement that establishes a percentage of Outstanding Shares required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the affirmative vote of holders of Outstanding Shares whose aggregate Outstanding Shares constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Section 9.1 and Section 9.3, but subject to Section 9.2, no amendment to this Agreement may: (i) enlarge the obligations of any Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 9.3(c); (ii) change Section 8.1(a); (iii) change the term of the Company; or, (iv) except as set forth in ‎Section 8.1(a), give any Person the right to dissolve the Company.

  • Minimum Vendor License Requirements Vendor shall maintain, in current status, all federal, state, and local licenses, bonds and permits required for the operation of the business conducted by Vendor. Vendor shall remain fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of goods or services under the TIPS Agreement. TIPS and TIPS Members reserve the right to stop work and/or cancel a TIPS Sale or terminate this or any TIPS Sale Supplemental Agreement involving Vendor if Vendor’s license(s) required to perform under this Agreement or under the specific TIPS Sale have expired, lapsed, are suspended or terminated subject to a 30‐day cure period unless prohibited by applicable statue or regulation.

  • Sublicense Requirements Any Sublicense: (A) is subject to this Agreement; (B) will reflect that any sublicensee will not further sublicense; (C) will prohibit sublicensee from paying royalties to an escrow or other similar account; (D) will expressly include the provisions of Sections 8, 9, and 10 for the benefit of Stanford; and (E) will include the provisions of Section 4.4 and require the transfer of all the sublicensee’s obligations to *****, including the payment of royalties specified in the Sublicense, to Stanford or its designee, if this Agreement is terminated. If the sublicensee is a spin-out from *****, ***** must guarantee the sublicensee’s performance with respect to the payment of Stanford’s share of Sublicense royalties.

  • Project Requirements 1. Project must conform to regulations under 24 CFR Part 92, commonly known as the HOME Regulations.

  • License Requirements The Hotel’s alcoholic beverage license requires that the Hotel shall: (i) request proper identification (photo ID) of any person of questionable age and refuse alcoholic beverage service if the person is either under age or proper identification cannot be produced, and (ii) refuse alcoholic beverage service to any person who, in the Hotel’s judgment, appears to be intoxicated; and (iii) instruct its personnel to avoid encouraging patrons to consume alcoholic beverages (commonly referred to as “over-pouring”).

  • Reporting Covenant Required Complies Quarterly consolidating financial statements Quarterly within 45 days Yes No Annual financial statement (CPA Audited) FYE within 150 days Yes No 10‑Q, 10‑K and 8-K Within 5 days after filing with SEC Yes No Quarterly Compliance Certificate Contemporaneously with delivery ofthe 10-Q and 10-K Yes No Annual operating budgets and annual financial projections FYE within 45 days Yes No

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