Opt-In Rights Sample Clauses

Opt-In Rights. If a Party elects, in any country of the Territory, not to file or not to continue to prosecute and thereby abandon a Patent or Patent Application within the patent rights licensed to the other Party under this Agreement, or not to maintain and thereby abandon such a Patent or Patent Application, without the intent to file a continuing or divisional filing or an equivalent thereof or upon advice of patent counsel to optimize the overall patent protection on the Product or Process Development, such Party (the “Opting-Out Party”) shall notify the other Party (the “Opting-In Party”) not less than thirty (30) days before any relevant deadline, and thereafter such Opting-In Party shall have the right, but not the obligation, to pursue, [***] preparation, filing, prosecution, and maintenance of such Patent or Patent Application; provided, however, that the Opting-In Party provides the Opting-Out Party with [***] at least thirty (30) days prior to the proposed submission date and such Opting-Out Party determines[***] that any such submission will not prejudice any other Patents and Patent Applications of such Opting-Out Party. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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Opt-In Rights. If a Party elects, in any country, not to file or not to continue to prosecute and thereby abandon a Patent or Patent Application within the patent rights licensed to the other Party in the Territory, or not to maintain and thereby abandon such a Patent or Patent Application, without the intent to file a continuing or divisional filing or an equivalent thereof or upon advice of patent counsel to optimize the overall patent protection on Products or Process Development, such Party (the “Opting Out Party”) shall notify the other Party (the “Opting In Party”) not less than ninety (90) days before any relevant deadline, and thereafter such Opting In Party shall have the right, but not the obligation, to pursue, [***] preparation, filing, prosecution, and maintenance of such Patent or Patent Application; provided, however, that the Opting In Party provides the Opting Out Party with [***] at least thirty (30) days prior to the proposed submission date and such Opting Out Party determines[***] that any such submission will not prejudice any other Patents and Patent Applications of such Opting Out Party.
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Opt-In Rights. If Bioceros elects, in any country in the Territory, not to file or not to continue to prosecute and thereby abandon a Patent within the Licensed Technology, or not to maintain and thereby abandon such a Patent, in each case [***], then Bioceros shall notify Epirus not less than [***] before any relevant deadline, and thereafter Epirus shall have the right, but not the obligation, to pursue, at Epirus’ sole expense and in Epirus’ sole discretion, preparation, filing, prosecution, and maintenance of such Patent; provided, however, that Epirus provides Bioceros with copies of all documents proposed to be submitted to the relevant government authority at least [***] prior to the proposed submission date.
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Opt-In Rights. (i) The Opting-Out Party shall have the right to opt-in (“ Opt-In ”) with respect to any Unilateral Activities for which such Party Opted-Out at any time within [***] days after receipt by the Opting-Out Party of a Completion Notice with respect thereto in accordance with this Section 3.7.4(i) (such period, the “ Opt-In Exercise Period ”); provided , that in each case the Opting-Out Party shall be required at the time of Opt-In with respect to any Unilateral Activities relating to a particular Additional Indication or Combination Product, to Opt-In with respect to (A) such Unilateral Activities, and (B) any other Party Development Activities with respect to such Additional Indication or Combination Product (including Clinical Studies with respect to such Additional Indication or Combination Product) that are being Conducted at such time or that were previously Conducted by the Developing Party (“ Related Unilateral Activities ”). The Opting-Out Party shall be permitted to Opt-In with respect to previously Conducted Related Unilateral Activities described in clause (B) of this Section 3.7.4(i), notwithstanding the fact that the Opt-In Exercise Period with respect to such Related Unilateral Activities may have earlier terminated without the Opting-Out Party’s having exercised an Opt-In with respect to such Related Unilateral Activities. (ii) Promptly after (A) the completion of any Unilateral Activities Conducted by the Developing Party pursuant to a Development Plan and Budget or (B) a request in writing for a Completion Notice with respect to any Unilateral Activities delivered by the Opting-Out Party; provided that the Opting-Out Party may not request a Completion Notice with respect to Unilateral Activities performed pursuant to a specific Development Plan and Specific terms in this Exhibit have been redacted because such terms are both not material and are of the type that the Company treats as private or confidential. These redacted terms have been marked in this Exhibit with three asterisks [***]. Budget more than [***] times in any Calendar Year, in each case ((A) and (B)) the Developing Party shall provide to the Opting-Out Party (x) a Completion Notice and (y) reasonable access to (with the ability to analyze and manipulate but not change) the electronic database that contains the Regulatory Data with respect to such Unilateral Activities, to the extent not already provided pursuant to Section 3.6.2(i). The Completion Notice shall be accompanied by...
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Opt-In Rights. The Declining Party shall have the right to opt-in with respect to any Declined Product Activities (“Opt-In”) as described in this Section 4.3, and thereafter shall have the right to Develop and Commercialize such Declined Product in accordance with this Agreement. To preserve its rights to Opt-In, the Declining Party must, no later than [ * ] after receiving notice from the Developing Party of the Developing Party’s [ * ] for the Declined Product in the [ * ], submit a written request to the Developing Party for additional information relating to the Declined Product. Within [ * ] after receipt of such written request from the Declining Party, the Developing Party shall provide to the Declining Party a written statement of Development Expenses incurred by the Developing Party in connection with such Declined Product Activities to date. Within [ * ] after receipt of such statement (subject to, following an Opt-In, the Declining Party’s audit rights in accordance with Section 12.2), the Declining Party shall have the right to Opt-In by providing written notice thereof to the Developing Party together with a payment equal to fifty percent (50%) of the total amount of the Developing Party’s Development Expenses incurred in connection with such Declined Product Activities to date (including the costs described in paragraph (c) of Exhibit K), as though such costs and expenses were Development Expenses shared in accordance with Section 6.5, plus a risk
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Opt-In Rights. The Opting-Out Party shall have the right to opt-in (“Opt-In”) with respect to any Unilateral Activities for which such Party Opted-Out at any time within [***] days after receipt by the Opting-Out Party of a Completion Notice with respect thereto in accordance with this Section 3.7.4(i) (such period, the “Opt-In Exercise Period”); provided, that in each case the Opting-Out Party shall be required at the time of Opt-In with respect to any Unilateral Activities relating to a particular Additional Indication or Combination Product, to Opt-In with respect to (A) such Unilateral Activities, and (B) any other Party Development Activities with respect to such Additional Indication or Combination Product (including Clinical Studies with respect to such Additional Indication or Combination Product) that are being Conducted at such time or that were previously Conducted by the Developing Party (“Related Unilateral Activities”). The Opting-Out Party shall be permitted to Opt-In with respect to previously Conducted Related Unilateral Activities described in clause (B) of this Section 3.7.4(i), notwithstanding the fact that the Opt-In Exercise Period with respect to such Related Unilateral Activities may have earlier terminated without the Opting-Out Party’s having exercised an Opt-In with respect to such Related Unilateral Activities.
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Related to Opt-In Rights

  • Step-In Rights 11.1 Without prejudice to the provisions of Schedule 4 (Performance Management) or to any remedy that the Authority may have (whether under this Agreement or otherwise): 11.1.1 where the Authority reasonably believes that the Operator’s failure to provide any part of the Services to the relevant Service Level or otherwise in accordance with this Agreement has an adverse, material impact on the business of the Authority or on the running of the Scheme;‌ 11.1.2 where the Authority reasonably believes that the Operator is about to commit such a failure which, if committed, would have such an impact; 11.1.3 where the Authority considers it necessary in order to carry out any of its statutory obligations, functions or other duties; 11.1.4 on the occurrence of a Force Majeure Event; or 11.1.5 on the occurrence of an Insolvency Event in respect of the Operator, the Authority may, by giving such written notice to the Operator as the Authority considers reasonable in the circumstances, exercise its right under Clause 11.2. 11.2 In the circumstances set out in Clause 11.1 the Authority may make arrangements for the Authority to provide and perform itself or through another contractor, such part of the Services as it decides in its discretion. Where any failure on the Operator's part is, in the reasonable opinion of the Authority, due to the failure of the Operator's management or supervisory staff to perform their work adequately or at all, or is due to the absence or insufficiency of such staff, the Authority may cause the relevant Services to be managed and supervised by the Authority's own staff, or the staff of another contractor and the Operator shall be relieved of its obligations hereunder insofar as they relate directly to the Services removed from its control and only during the period the Services are removed from its control. 11.3 Where the Authority exercises its right pursuant to Clause 11.2, the Operator shall:- 11.3.1 provide the Authority and Authority Personnel such access as is necessary for the Authority to exercise its right; 11.3.2 grant and procure that any Sub-Contractor or relevant third party grants the Authority such licences as are reasonably required (for itself or a contractor appointed to perform the step-in services) for the purposes of the Authority exercising its right; 11.3.3 afford (and procure that its Sub-Contractors afford) to the Authority (and any contractor appointed to perform the step-in services) such co-operation and access to any of the Operator's Intellectual Property, the Third Party Intellectual Property, Operator systems, premises, equipment, documents, information or other items as are reasonably required for the purposes of exercising its right; and‌ 11.3.4 reimburse the Authority for any Losses incurred in taking the actions described in Clause 11.2.

  • March-in Rights The Performer agrees that, with respect to any subject invention in which it has retained title, DARPA has the right to require the Performer, an assignee, or exclusive licensee of a subject invention to grant a non-exclusive license to a responsible applicant or applicants, upon terms that are reasonable under the circumstances, and if the Performer, assignee, or exclusive licensee refuses such a request, DARPA has the right to grant such a license itself if DARPA determines that: 1. Such action is necessary because the Performer or assignee has not taken effective steps, consistent with the intent of this Agreement, to achieve practical application of the subject invention; 2. Such action is necessary to alleviate health or safety needs which are not reasonably satisfied by the Performer, assignee, or their licensees; 3. Such action is necessary to meet requirements for public use and such requirements are not reasonably satisfied by the Performer, assignee, or licensees; or 4. Such action is necessary because the agreement required by paragraph (H) of this Article has not been obtained or waived or because a licensee of the exclusive right to use or sell any subject invention in the United States is in breach of such Agreement.

  • Registration Rights; Rights of Participation Except as set forth on Schedule 6(b) to the Registration Rights Agreement, the Company has not granted or agreed to grant to any Person any rights (including "piggy-back" registration rights) to have any securities of the Company registered with the Commission or any other governmental authority which has not been satisfied. Except as set forth on Schedule 6(b) to the Registration Rights Agreement, no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents.

  • Certain Rights With the approval of Beneficiary, Trustee shall have the right to take any and all of the following actions: (a) to select, employ and advise with counsel (who may be, but need not be, counsel for Beneficiary) upon any matters arising hereunder, including the preparation, execution and interpretation of the Security Documents, and shall be fully protected in relying as to legal matters on the advice of counsel; (b) to execute any of the trusts and powers hereof and to perform any duty hereunder either directly or through his agents or attorneys; (c) to select and employ, in and about the execution of his duties hereunder, suitable accountants, engineers and other experts, agents and attorneys-in-fact, either corporate or individual, not regularly in the employ of Trustee, and Trustee shall not be answerable for any act, default or misconduct of any such accountant, engineer or other expert, agent or attorney-in-fact, if selected with reasonable care, or for any error of judgment or act done by Trustee in good faith, or be otherwise responsible or accountable under any circumstances whatsoever, except for Trustee’s gross negligence or bad faith; and (d) to take any and all other lawful action as Beneficiary may instruct Trustee to take to protect or enforce Beneficiary’s rights hereunder. Trustee shall not be personally liable in case of entry by him, or anyone entering by virtue of the powers herein granted him, upon the Mortgaged Property for debts contracted or liability or damages incurred in the management or operation of the Mortgaged Property. Trustee shall have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by him hereunder, believed by him in good faith to be genuine. Trustee shall be entitled to reimbursement for expenses incurred by him in the performance of his duties hereunder and to reasonable compensation for such of his services hereunder as shall be rendered. Grantor will, from time to time, pay the compensation due to Trustee hereunder and reimburse Trustee for, and save him harmless against, any and all liability and expenses which may be incurred by him in the performance of his duties.

  • Registration Rights Granted The Company hereby grants registration rights to the Purchaser pursuant to a Registration Rights Agreement dated as of even date herewith between the Company and the Purchaser.

  • Veto rights 6.3.4.1 A Member which can show that its own work, time for performance, costs, liabilities, intellectual property rights or other legitimate interests would be severely affected by a decision of the Steering Committee may exercise a veto with respect to the corresponding decision or relevant part of the decision. 6.3.4.2 When the decision is foreseen on the original agenda, a Member may veto such a decision during the meeting only. 6.3.4.3 When a decision has been taken on a new item added to the agenda before or during the meeting, a Member may veto such decision during the meeting and within 15 days after the draft minutes of the meeting are sent. 6.3.4.4 In case of exercise of veto, the Members shall make every effort to resolve the matter which occasioned the veto to the general satisfaction of all Members. 6.3.4.5 A Party may not veto decisions relating to its identification as a Defaulting Party. The Defaulting Party may not veto decisions relating to its participation and termination in the Partnership or the consequences of them. 6.3.4.6 A Party requesting to leave the Partnership may not veto decisions relating thereto.

  • Rights Granted The Author hereby grants to the Publisher the perpetual, sole and exclusive, worldwide, transferable, sub-licensable and unlimited right to publish, produce, copy, distribute, communicate, display publicly, sell, rent and/or otherwise make available the Contribution in any language, in any versions or editions in any and all forms and/or media of expression (including without limitation in connection with any and all end-user devices), whether now known or developed in the future, in each case with the right to grant further time-limited or permanent rights. The above rights are granted in relation to the Contribution as a whole or any part and with or in relation to any other works. Without limitation, the above grant includes: (a) the right to edit, alter, adapt, adjust and prepare derivative works; (b) all advertising and marketing rights including without limitation in relation to social media; (c) rights for any training, educational and/or instructional purposes; and (d) the right to add and/or remove links or combinations with other media/works. The Author hereby grants to the Publisher the right to create, use and/or license and/or sub-license content data or metadata of any kind in relation to the Contribution or parts thereof (including abstracts and summaries) without restriction. The Publisher also has the right to commission completion of the Contribution in accordance with the Clause "Author’s Responsibilities – Delivery and Acceptance of the Manuscript" and of an updated version of the Contribution for new editions of the Work in accordance with the Clause "New Editions". The copyright in the Contribution shall be vested in the name of the Author. The Author has asserted their right(s) to be identified as the originator of the Contribution in all editions and versions, published in all forms and media. The Author agrees that all editing, alterations or amendments to the Contribution made by or on behalf of the Publisher or its licensees for the purpose of fulfilling this Agreement or as otherwise allowed by the above rights shall not require the approval of the Author and will not infringe the Author's "moral rights" (or any equivalent rights). This includes changes made in the course of dealing with retractions or other legal issues.

  • Transferability of Registration Rights The registration rights set forth in this Agreement are transferable to each transferee of Registrable Securities. Each subsequent holder of Registrable Securities must consent in writing to be bound by the terms and conditions of this Agreement in order to acquire the rights granted pursuant to this Agreement.

  • Other Rights The shares of Designated Preferred Stock shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Charter or as provided by applicable law.

  • Option Rights Except as provided below, the Option shall be valid for a term commencing on the Grant Date and ending 10 years after the Grant Date (the "EXPIRATION DATE").

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