Notwithstanding Sections 5. 1 and 5.2, each Party shall have the right to disclose (a) the schedules to (i) potential and actual acquirers of or financing sources for such Party, any of its Affiliates or any of their businesses or Solution-lines to which the Licensed Patents, Associated Patent Applications, Licensed Non-Patent and Trademark Intellectual Property Rights or Licensed Technology licensed to it or any of its Affiliates herein is relevant, (ii) potential and actual acquirers of any of its or any of its Affiliates’ Licensed Patents, Associated Patent Applications, Licensed Non-Patent and Trademark Intellectual Property Rights or Licensed Technology, and (iii) confirm or make others aware of the licenses and rights granted to it herein, in each case subject to confidentiality obligations that are at least as restrictive as those provided herein, and (b) the schedules and any Confidential Information (i) to its Affiliates and any of its and its Affiliates’ employees, contractors, consultants, agents, attorneys, and accountants on a need to know basis subject to confidentiality obligations that are at least as restrictive as those provided herein, and (ii) as required by any court or Governmental Authority or Law, or with respect to enforcement of this Agreement or any of its terms or conditions, provided such Party provides prior notice to the other Party, to the extent it can, so as to afford such other Party an opportunity to protect the confidentiality thereof (including by means of a protective order), with the support of such Party.
Notwithstanding Sections 5. 4.1 and 5.4.2 above, if Merger Sub shall own, by virtue of the Offer, at least 80% of the outstanding shares of Company Common Stock, the parties hereto shall take all necessary actions (including actions referred to in Section 5.4.1 above, as applicable) to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of or approval by the Company Shareholders, in accordance with Section 1924(b)(1)(ii) of Subchapter C of Chapter 19 of the PBCL.
Notwithstanding Sections 5. 1.1 and 5.1.2, the development officer may grant a occupancy permit without fulfilling landscaping requirements if the Developer provides a financial guarantee, performance bond, or security in the amount equal to the estimated cost of the landscaping. Said financial guarantee, performance bond, or security will be remitted if the work is completed by the developer within a year.
Notwithstanding Sections 5. 1 and 5.2 above, (a) Borrower shall have the privilege, after providing thirty (30) days advance written notice, to prepay this Note in full, without any prepayment premium, at any time during the ninety (90)-day period immediately preceding the Scheduled Maturity Date, and (b) no Prepayment Premium shall be due and payable in the event Lender elects to apply any insurance proceeds or condemnation awards payable with respect to the “Property” (defined in Section 6 below) to the Indebtedness in accordance with the terms of the Deed of Trust.
Notwithstanding Sections 5. 12.1, this Agreement is terminated (a) in relation to a Manager, upon such Manager ceasing to be either an Instrumentholder or an Indirect Instrumentholder in accordance with this Agreement (including, for the avoidance of doubt, through a Share Sale), and (b) in relation to all Parties, upon written notice of termination by the Majority Owner or upon the Majority Owner (and its Affiliates) ceasing to hold any direct or indirect interest in the Company.
Notwithstanding Sections 5. 2.1 and 5.2.2 above, if, at the time of Purchaser’s request for supply, Seller has not developed a process to manufacture LC-13 chTNT-1/b Antibody under cGMP, then the following will apply:
(a) The LC-13 chTNT-1/b Antibody to be supplied under such sections shall be up to 5L batches of research grade antibody, not cGMP, unless Purchaser pays for Seller’s development of the cGMP manufacturing process or provides such a process to Seller as described in Section 5.2.3(b) below. If Purchaser does pay for such development or provides such process, the time periods for supplying the LC-13 chTNT-1/b Antibody under Section 5.2.1 and 5.2.2 shall begin, not upon Purchaser’s written request, but following successful implementation by Seller of the cGMP process.
(b) Upon Purchaser’s written request, Seller agrees to develop the process to manufacture LC-13 chTNT-1/b Antibody under cGMP, and Purchaser will pay Seller for such development at Seller’s Fully-Burdened Cost plus [*****], which Fully-Burdened Cost is not expected to exceed [*****]. Alternatively, Purchaser may develop its own process, at its own cost, and provide such process to Seller and Purchaser will pay Seller for all costs associated with process development work associated with scaling up the process at Seller’s Fully-Burdened Cost plus [*****]. All right, title, and interest in any intellectual property developed by Seller in connection with developing the manufacturing process as described in this Section 5.2.3(b) shall be solely owned by Seller; provided that such intellectual property shall be deemed part of the “NHS76 Licensed Technology” under the License Agreement.
Notwithstanding Sections 5. 6 and 5.7 to the contrary, under no circumstances shall the adjustments set forth in Sections 5.6 and 5.7 cause the total Royalties payable to Pfizer in any Calendar Quarter to be reduced by more than [***] of the amount that would otherwise be due without giving effect to this Section 5.8. Licensee may carry forward to subsequent Calendar Quarters any deductions under this Section 5.8 that were not previously deducted by Licensee.
Notwithstanding Sections 5. 5 and 5.7.2 and Article 10 of this Agreement, athletic trainers shall continue to work the work week and work year established by past practice as described in the August 10, 1998 memo.
Notwithstanding Sections 5. 4.1 and 5.4.2, in the event that any Institutions Patent Rights are infringed by a Third Party [***] regarding such infringement, the Parties shall discuss, and will mutually agree, in writing, as to how to handle such infringement by such Third Party.
Notwithstanding Sections 5. 13.1 and 5.13.2, the Buyer may cause the merger or consolidation of the Initial Surviving Corporation with and into any subsidiary of the Buyer (in corporate, partnership, limited partnership or any other form) or the liquidation or dissolution of the Initial Surviving Corporation into any subsidiary of the Buyer (in corporate, partnership, limited partnership or any other form), in connection with the conversion of the Initial Surviving Corporation to “for-profit” status or any other bona fide corporate purpose, but only upon the receipt of an opinion of Xxxxxx & Xxxxx, or if another counsel, a counsel reasonably acceptable to the COMEX Governors Committee, to the effect that such merger or consolidation will not (as opposed to “should not,” “is not likely to,” “may not” or words to similar effect) cause the COMEX Regular Members to realize taxable income or to have any loss disallowed that would otherwise have been deductible for Federal income tax purposes.
