OMITTED AND FILED SEPARATELY WITH THE COMMISSION. STRATEC Development Agreement Signature version committee which shall consist of six members, three to be appointed by STRATEC and three to be appointed by QUOTIENT. The Steering Committee shall supervise the performance by the Parties of their obligations in respect of the program, as set out in this Agreement. Each Party to this Agreement may substitute its appointed members by providing written notice of the same to the other Party. The Steering Committee can, if necessary and upon mutual consent, have employees and/or consultants of either Party attend its meetings to be consulted on certain issues.
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. STRATEC Development Agreement Signature version patent claims not considered patentable outside the U.S.), by the European Patent Office, or the German Patent Office, (ii) copyright, or (iii) trade secret of any third party, all published or validly in existence as of the Effective Date, as a direct result of any claim of infringement of any such patent, copyright or misappropriation of any trade secret related to STRATEC deliverables under this Agreement. The foregoing indemnification obligations shall not apply to the extent that any Losses are the result of QUOTIENT’S breach, gross negligence, recklessness or willful and wanton conduct. STRATEC’s indemnity obligation under this Section shall not extend to claims based on: (i) an unauthorized modification of the Instrument or its included software made by QUOTIENT where the software or Instrument without such modification would not be infringing, (ii) QUOTIENT’S agreed upon technical contribution during the course of development under this Agreement (“Technical Contribution”) where the Instrument or software without such QUOTIENT’S Technical Contribution would not be infringing; or (iii) QUOTIENT’S use of superseded or altered version of any Instrument or software if infringement would have been avoided by the use of subsequently revised software or Instrument and provided such new software has been provided to QUOTIENT.
OMITTED AND FILED SEPARATELY WITH THE COMMISSION which such claim is presented in view of United States patent applications [***] and [***], Licensee will use reasonable efforts to eliminate the basis for the double patenting rejection and if necessary to eliminate the rejection, License will withdraw such claim.
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. “Warranted Products”), solely for purposes of making or having made Warranted Products and supporting its customers’ use of Warranted Products, to the extent any of the foregoing activities would, absent the license granted to Licensor under this Section, infringe any or all of the patents within the Patent Rights. Included within the scope of this license is a perpetual covenant by Licensee not to xxx Licensor or its customers for patent infringement on the Warranted Products. Such license shall commence upon the Effective Date and continue through the expiration of the last to expire warranty period of Warranted Products.
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. PROCESS DESCRIPTION Processing of Changes with Customers Process Owner Project Manager Scope x Change Management ¨ Controlling ¨ Documentation ¨ Procurement Administration ¨ Procurement Added Value x Electronic Design x Firmware Design x Mechanical Design x Software Design x Spare Part Logistics x Production Engineering ¨ Health, Safety & Environ. ¨ IT x Key Account / Application ¨ Storage ¨ Machine Shop ¨ Human Resources ¨ Production x Production Team Manager x Production Planning x Project leader / BUL ¨ Verification Control Systems ¨ Control Systems Engineering ¨ Inspection Control Systems x QA & Reg. Affairs ¨ Quality Control ¨ Repairs ¨ System Verification ¨ Shipping ¨ Marketing ¨ Sales ¨ Administration ¨ Board of Management ¨ Goods Receiving Department ¨ Incoming Goods Inspection ¨ All Departments ¨ Others: PB035_Processing of Changes with Customers Version: 4.0 PAGE 1 OF 8 PROCESS DESCRIPTION Content 1 Introduction 3
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. 4574.25US08 United States of America Infusion Pump System With Disposable Cartridge Having Pressure Venting and Pressure Feedback 13/271,156 10/11/2011 US 8,298,184 10/30/2012 4574.25EP Europe Infusion Pump System With Disposable Cartridge Having Pressure Venting and Pressure Feedback 10805076.6 07/29/2010 EP 2459251 03/12/2014 (DE, FR, GB) [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 4576.23US01 United States of America (in-licensed) Insulin Pump Having Missed Meal Bolus Alarm 10/087,460 02/28/2002 US 6,744,350 06/01/2004 [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
OMITTED AND FILED SEPARATELY WITH THE COMMISSION with good business judgment. The cost of shipping and any desired insurance shall be borne by DISTRIBUTOR and, if not paid directly, DISTRIBUTOR shall reimburse GCT upon GCT’s invoice in accordance with Article 6.5. Title and risk of loss or damage will pass to DISTRIBUTOR at GCT’s Factory. Any loss or damage thereafter, including damage or loss during loading or transportation, will be DISTRIBUTOR’s responsibility and will not relieve DISTRIBUTOR of its payment obligation. Any claim by DISTRIBUTOR against GCT for shortage of Products or damage to Products occurring prior to such delivery must be made in writing within [***] days after receipt of shipment and must be accompanied by the original transportation xxxx signed by the carrier noting that the carrier received the Products from GCT in the condition claimed. Any shipments returned to GCT as a result of DISTRIBUTOR’s unexcused delay or failure to accept delivery will require DISTRIBUTOR to pay all additional costs incurred by GCT.
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. M(n+0), with each subsequent month described as M(n+1), M(n+2), and so forth) during the term of this Agreement, DISTRIBUTOR shall provide to GCT a rolling order forecast for each of the following six months (M(n+ 1) through M(n+6)), or if shorter, the remaining term of this Agreement (the “Monthly Forecast Report”). This Monthly Forecast Report shall include Product name, part number, customer name and location, forecasted number of units, and anticipated resale price. In the case of decreases or increases in any previously forecasted amounts beyond the foregoing threshold levels, GCT and DISTRIBUTOR shall negotiate with each other in good faith to revise the Monthly Forecast Report.
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Aging of Accounts. Grantor will periodically, at such intervals requested by Lender, furnish Lender with an aging of that part of the Collateral consisting of Accounts, together with a certificate executed by an officer of Grantor, in such form and containing such representations and warranties regarding the accounts as Lender may reasonably require.
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. M.I.T. Case 8027 patents and patent applications. LICENSEE shall seek broad claims in M.I.T.’s best interest and shall not abandon any major claim without prior written permission from M.I.T., such permission not to be unreasonably withheld.
