Pfizer Retained Rights Sample Clauses

Pfizer Retained Rights. Subject to the terms and conditions of this Agreement, Pfizer retains the right under the Licensed Know-How, to conduct internal research, as well as research conducted on Pfizer’s behalf by a third party, only.
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Pfizer Retained Rights. Except as contemplated by the Development Plan, Pfizer shall have sole authority over and control of the Development of Compounds and Licensed Product. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.
Pfizer Retained Rights. Pfizer may disclose the Licensed Technology to any Third Party in connection with exercise of its retained rights set forth in Section 2.3, provided that Pfizer shall hold such Third Party to written obligations of confidentiality with terms at least as restrictive as those set forth in this Agreement.
Pfizer Retained Rights. Except for Development activities for which OPKO is responsible under the Development Plan or as otherwise expressly set forth in the Development Plan, Pfizer shall have sole authority over and control of the Development of Compounds and Licensed Product. *** acting in good faith, ***, then Pfizer shall have the right to provide OPKO with written notice thereof, including an explanation of the basis for Pfizer’s belief. If OPKO, acting in good faith, reasonably disputes the contents of Pfizer’s notice, OPKO shall have the right to deliver to Pfizer a Notice of Dispute within thirty (30) days after Pfizer’s written notice. Upon Pfizer’s receipt of such Notice of Dispute, the Parties shall comply with the dispute resolution provisions set forth in Sections 11.13 and 11.14 ***. If (i) *** (ii) OPKO does not deliver to Pfizer a Notice of Dispute within thirty (30) days after receipt of Pfizer’s written notice or (iii) the dispute resolution process results in the confirmation *** provided that OPKO *** in accordance with Section 3.1.2 or Section 3.10.3.
Pfizer Retained Rights. Pfizer shall retain the non-exclusive, non-transferable right under the Licensed Intellectual Property in the Territory solely to conduct research activities. Except as provided in the foregoing sentence, during the Term of this Agreement, neither Pfizer nor its Affiliates shall research, develop, manufacture or commercialize any Licensed Products in the Territory, and shall not license, assist or enable any Third Party to do any of the foregoing, except for the research activities expressly permitted above in this Section 2.2 or pursuant to an agreement entered into by the Parties pursuant to Section 2.3. For the avoidance of doubt, Pfizer acknowledges and agrees that in the event that Pfizer wishes to make, have made, use, sell, offer for sale or import any products or to otherwise operate under, or to utilize any of the Licensed Intellectual Property other than for research purposes as permitted in this Section 2.2, Pfizer would have to obtain a written license from Metaphore, if and as may be agreed to by Metaphore.

Related to Pfizer Retained Rights

  • Retained Rights The Contributor or, if applicable, the Contributor’s Employer, retains all proprietary rights in addition to copyright, such as patent rights in any process, procedure or article of manufacture described in the Contribution.

  • Licensed Rights (a) (i) BNYM hereby grants to Company a limited, nonexclusive, nontransferable license to access and use the Licensed System in the United States through its employees (other than as expressly permitted otherwise by Section 2.1(a)(ii) below), solely in accordance with applicable Documentation, through the interfaces and telecommunication lines designated by BNYM, strictly for the internal business purposes of the Company, solely in support of the Core Services and solely for so long as any applicable fees are paid by Company.

  • Accrued Rights Termination or expiration of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration. Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement.

  • Reserved Rights (a) The state, for itself and others, reserves all rights not expressly granted to the lessee by this lease. These reserved rights include, but are not limited to:

  • Acquired Rights The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time; (b) the award of the Option made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Company; (c) no past grants or awards (including, without limitation, the Option awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever; and (d) any benefits granted under this Agreement are not part of the Participant’s ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation.

  • Preserved Rights of Employee This Agreement does not waive or release any rights or claims that Employee may have under the Age Discrimination in Employment Act that arise after the execution of this Agreement. In addition, this Agreement does not prohibit Employee from challenging the validity of this Agreement’s waiver and release of claims under the Age Discrimination in Employment Act of 1967, as amended.

  • Dividend Equivalent Rights In the event that the Company declares and pays a dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settled, the Company shall create a bookkeeping account that will track, (a) to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date, or (b) to the extent the dividend paid to stockholders generally was paid in the form of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and binding.

  • Combination Product The term “

  • 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.

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