Norgine Sample Clauses

Norgine. Norgine shall have final decision-making authority with respect to all matters concerning [***].
Sample 1
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Norgine. Notwithstanding Section 3.1(a), if a Regulatory Authority in the Norgine Territory requests or requires the conduct of a clinical trial of the Product, subsequent or ancillary to, or in conjunction with the Pivotal Clinical Trial, as a condition of Regulatory Approval or separate pricing and reimbursement approval for the Product, or otherwise requests or requires a subsequent clinical trial for any reason following Regulatory Approval of the Product (such trial a “Regulator-Requested Trial”), Norgine shall be solely responsible for using Commercially Reasonable Efforts to perform such Regulator-Requested Trial(s) [***]. Failure or refusal by Norgine to use Commercially Reasonable Efforts to conduct a Regulator-Requested Trial requested by a Regulatory Authority in any Major European Country shall be considered a material breach of this Agreement by Norgine with respect to such Major European Country. In the event that Norgine is required to perform any Regulator-Requested Trials pursuant to this Section 3.1(b), upon written request by Norgine, AMAG shall [***], in accordance with and subject to the terms set forth therein, in order to make Devices [***] available for Norgine to purchase and use in a Regulator Requested Trial, to the extent reasonably necessary for Norgine to conduct such Regulator-Requested Trial.
Sample 1
Norgine. Norgine shall itself, and shall ensure its Affiliates and Sublicensees, maintain comprehensive general liability insurance, including broad form contractual liability, in an amount of at least [***] and product liability coverage in an amount of at least [***] for bodily injury and property damage during the Term and thereafter for a period of five (5) years. Norgine shall give Santarus at least thirty (30) days prior written notice of any cancellation or termination of such insurance. The minimum level of insurance set forth herein will not be construed to create a limit on Norgine’s or its Affiliates or Sublicensees’ liability with respect to its indemnification obligations hereunder. Norgine will furnish to Santarus a certificate of insurance evidencing such coverage (or evidence reasonably acceptable to Santarus of Norgine’s level of self-insurance) as of the Effective Date and upon reasonable request by Santarus at any time thereafter. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of insurance evidencing such coverage (or evidence reasonably acceptable to Santarus of Norgine’s level of self-insurance) as of the Effective Date and upon reasonable request by Santarus at any time thereafter.
Sample 1
Norgine. On a Region-by-Region basis, prior to the end of the Royalty Term in an applicable Region within the Licensed Territory, Norgine shall not, and shall ensure that none of its Affiliates will, either by itself or through collaborating with or granting rights to a Third Party, [***].
Sample 1

Related to Norgine

  • Licensee Licensee represents and warrants that:

  • Baxter and Nexell shall cooperate in any action taken by a third party solely involving a nullity action, opposition, reexamination or any other action taken by such third party alleging the invalidity or unenforceability of any Licensed Intellectual Property. Both parties agree to share equally in the cost of the defense of such Licensed Intellectual Property.

  • Licensor any Person from whom a Grantor obtains the right to use any Intellectual Property. Lien: any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on common law, statute or contract, including liens, security interests, pledges, hypothecations, statutory trusts, reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Property. Lien Waiver: an agreement, in form and substance satisfactory to Collateral Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Collateral Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for Collateral Agent, and agrees to deliver the Collateral to Collateral Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Collateral Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Collateral Agent upon request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Collateral Agent the right, vis-à-vis such Licensor, to enforce Collateral Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License.

  • Sublicensee The term “Sublicensee” shall mean any third party to whom Licensee grants a sublicense or similar rights with respect to the rights conferred upon Licensee under this Agreement, as contemplated by Section 2.3. In addition, “Sublicensee” shall include any and all further third party Sublicensees that may be permitted under Section 2.3.

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • Licensed Technology The term "Licensed Technology" shall mean the ------------------- Licensed Patents, plus all improvements thereto developed by Licensor, and all related data, know-how and technology.

  • Sublicensees Licensee shall have the full right (but not the obligation) to sublicense those rights granted to it under Section 2.1 to a Third Party (a “Sublicensee”); provided, however, that, prior to the payment of the first milestone pursuant to Section 7.2, Licensee may not grant any such sublicense to any contract research organization conducting Clinical Trials of Products or any Third Parties conducting contract Manufacturing activities without Licensee’s prior written notice (at least twenty (20) Business Days in advance) to Lilly, which shall include a description of the rights to be granted and the purpose therefor, the identity of the Third Party and the countries involved, and Lilly’s prior written consent, but such consent shall only be required (i) until such time as Licensee is the holder of record for the Regulatory Materials related to Taladegib and (ii) to the extent such organization is not performing services for Licensee as of the Effective Date; and provided further, that Licensee shall remain responsible for the performance by any of its Sublicensees. With respect to any Sublicensee granted a sublicense to any Commercialization rights hereunder, Licensee shall ensure that each of its Sublicensees accepts in writing all applicable terms and conditions of this Agreement, including the non-compete, reporting, audit, inspection and confidentiality provisions hereunder. Each Sublicensee shall also be prohibited from further sublicensing. For the avoidance of doubt, (a) Licensee will remain directly responsible for all amounts owed to Lilly under this Agreement, and (b) each Sublicensee is subject to the negative and restrictive covenants set forth in Sections 2.3.1 and 2.5, respectively. Licensee hereby expressly waives any requirement that Lilly exhaust any right, power or remedy, or proceed against a subcontractor, for any obligation or performance hereunder prior to proceeding directly against Licensee.

  • Licensed Territory Worldwide NIH Patent License Agreement—Exclusive APPENDIX C – ROYALTIES Royalties:

  • Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

  • Joint Technology The Parties agree that, in order to effectuate the provisions of Section 4.4.2, subject to any exclusive licenses granted hereunder, (a) the non-use provisions of this Article 9 shall not apply to each Party’s use of Joint Technology, and (b) each Party may disclose the Joint Technology to Third Parties who are under terms of confidentiality no less strict than those contained in this Agreement.

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