OHSU Sample Clauses

OHSU does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties.
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OHSU shall cooperate fully with Licensee in connection with an infringement action initiated under Paragraph 11.02. OHSU agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee.
OHSU and Licensee agree to notify each other promptly of each infringement or possible infringement, as well as any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either party becomes aware.
OHSU shall specifically have the right to terminate or modify, at its option, this Agreement, if OHSU determines that the Licensee: 1) is not reasonably proceeding with the development and practical application of Licensed Products or Licensed Processes and the Licensee cannot otherwise demonstrate to OHSU’s satisfaction that the Licensee has taken, or can be expected to take within a reasonable time, effective steps to achieve practical application of the Licensed Products or Licensed Processes; or 2) is not keeping Licensed Products or Licensed Processes reasonably available to the public after commercial use commences. In making this determination, OHSU will take into account the normal course of such commercial development programs conducted with sound and reasonable business practices and judgment. Prior to invoking this right, OHSU shall give written notice to Licensee providing Licensee specific notice of, and a sixty (60) day opportunity to respond to, OHSU’s concerns as to the previous items 1) to 3). If Licensee fails to alleviate OHSU’s concerns as to the previous items 1) to 3) or fails to initiate corrective action to OHSU’s satisfaction, OHSU may terminate or modify this Agreement.
OHSU and Licensee entered into an agreement dated June 27th, 2001, the Original License Agreement, which was subsequently amended on November 21, 2005.
OHSU is solely responsible for patent enforcement for the Licensed Mouse Patent Rights and Licensed Screening Patent Rights. LICENSEE is solely responsible for patent enforcement for the Assigned Therapeutic Patent Rights.
OHSU. State of the art for performing auditory psychophysics in real, virtual and anechoic environments. Performance sites The proposed experimental work will be performed at the sites of the partners participating in individual WPs. Specifically, the experiments in the WPs 1-2 will be performed at BU, UPJS, UC and MGH, the experiments of WP3 will be performed at BU and OEAW, and the coding of WP4 will be performed at UC and OHSU.
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OHSU with the ONA’s support and cooperation, will develop a plan designed to promote education of and communication to employees on how to improve their role as informed and responsible health care consumers. OREGON NURSES ASSOCIATION OREGON HEALTH & SCIENCE UNIVERSITY By:_ By:_ Date: Date: T/A 7-17-13 MEMORANDUM OF UNDERSTANDING #_ Cancellation and Curtailment Process in Adult ICU’s [new] Oregon Health & Science University (“Employer”) and the Oregon Nurses Association (Association) hereby agree as follows: The Employer will maintain a cluster based cancellation and curtailment process in the Adult ICU’s. The administration of cancellation/curtailment will be in accordance with Section
OHSU with the ONA’s support and cooperation, will develop a plan designed to promote education of and communication to employees on how to improve their role as informed and responsible health care consumers. OREGON NURSES ASSOCIATION OREGON HEALTH & SCIENCE UNIVERSITY By:_ By:_ Date: Date: MEMORANDUM OF UNDERSTANDING # 12 Cancellation and Curtailment Process in Adult ICU’s [new] Oregon Health & Science University (“Employer”) and the Oregon Nurses Association (Association) hereby agree as follows: The Employer will maintain a cluster based cancellation and curtailment process in the Adult ICU’s. The administration of cancellation/curtailment will be in accordance with Section 7.12.7 of the parties’ Agreement, except that it will be managed at the cluster level and shall include all registered nurses staffing the Adult ICU’s and the Critical Care Float Pool. A regular nurse on the unit may be curtailed or cancelled for work on that unit before a Float Pool nurse using the cluster level process. Charge nurses on the unit are responsible for advising the staffing office of the names of the nurses actually cancelled or curtailed for tracking purposes. OREGON NURSES ASSOCIATION OREGON HEALTH & SCIENCE UNIVERSITY By:_ By:_ Date: Date: MEMORANDUM OF UNDERSTANDING # 13 Administration of Meal and Rest Breaks [new] The Employer, the Association and bargaining unit nurses have a mutual interest in nurses taking their meal and rest breaks in accordance with Section 7.4.2 of the parties’ Agreement. The parties further stipulate that providing breaks is the Employer’s responsibility and taking breaks is the nurse’s responsibility. Accordingly, the Employer and the Association agree that the following steps intended to assure the taking of meal and rest breaks will occur during the life of the Agreement:

Related to OHSU

  • Licensee Licensee represents and warrants that:

  • 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 “

  • Know-How Royalty Notwithstanding the provisions of Section 5.4.1(a), in countries where the sale of Product by Merck or its Related Parties would not infringe a Valid Patent Claim, Merck shall pay royalty rates that shall be set at [***] of the applicable royalty rate determined according to Section 5.4.1(a). Such royalties shall be calculated after first calculating royalties under Section 5.4.1(a).

  • Royalty Stacking If COMPANY or an AFFILIATE or SUBLICENSEE is legally required to pay royalties to one or more third parties, in order to obtain a license or similar right necessary to practice the PATENT RIGHTS, and COMPANY, AFFILIATE or SUBLICENSEE actually pays said third party royalties, COMPANY may offset a total of **** of such third-party payments against any royalty payments that are due to THE PARTIES in the same REPORTING PERIOD; provided, however, that in no event shall the royalty payments under this section, when aggregated with any other offsets and credits allowed under the AGREEMENT, be reduced below **** of the running royalty for such a LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT in any REPORTING PERIOD; provided, further, that COMPANY also make best efforts to require such third parties to offset its royalties as a result of royalties payable to THE PARTIES for the Patent RIGHTS by at least the same amount as THE PARTIES has offset its royalties under this Section. For purposes of clarity, third parties may include THE PARTIES.

  • Sublicense Fees Licensee will pay Sublicense Fees indicated in Section 3.1(e) of the Patent & Technology License Agreement on or before the Quarterly Payment Deadline for the Contract Quarter.

  • 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.

  • 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.

  • Sublicense (a) The license granted in Paragraph 2.1 includes the right of LICENSEE to grant Sublicenses to third parties during the Term but only for as long as the license to Patent Rights is exclusive.

  • 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.

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