ProQuest Sample Clauses

ProQuest. ProQuest may disclose Confidential Information of Guilford received from Guilford or a Third Party to the extent such disclosure is reasonably necessary in prosecuting or defending litigation or (if and after ProQuest becomes a public company) complying with applicable securities regulations, provided that if Guilford is required by law or regulation to make any such disclosure of Guilford's Confidential Information, ProQuest will, except where impracticable for necessary disclosures, give reasonable advance notice to Guilford of such disclosure requirement and will where applicable use its reasonable efforts to seek confidential treatment of such Confidential Information required to be disclosed. ProQuest agrees to consult in good faith with Guilford on the nature and scope of public references to Guilford in connection with any filings required of ProQuest by law. ProQuest may disclose non-public (i) ProQuest Patent Rights and ProQuest Know-how in existence prior to the Effective Date, and (ii) ProQuest Patent Rights and ProQuest Know-how which come into existence from and after the Effective Date, so long as it does not relate to Agreement Compounds, in each case under customary conditions of confidentiality similar to those contained in this Article 7, for purposes of conducting discussions with potential licensees, investors, financial institutions, potential merger or acquisition partners or other advisers.
Sample 1
AutoNDA by SimpleDocs
ProQuest. As between the Parties during the term of this Agreement, and subject to Section 8.6 below, ProQuest (or KUCR, pursuant to the KU License, as amended by the Consent and Agreement) shall be responsible for and control the preparation, filing, prosecution, maintenance and defense in opposition, reexamination, interference and similar administrative proceedings, in the U.S. and foreign countries ("Patent Prosecution"), of ProQuest Patent Rights in existence on the Effective Date, and any subsequent ProQuest Patent Rights described in Section 8.1(i) above, provided that: (i) ProQuest shall provide Guilford sufficient time before the due date and filing thereof to review and comment on patent applications and patents and material correspondence to and from the U.S. Patent and Trademark Office and patent offices in foreign countries relating to such ProQuest Patent Rights; (ii) obtain Guilford's consent (which consent shall not to be unreasonably withheld) in connection with material actions ProQuest may take in the course of Patent Prosecution that would limit the scope of protection for Agreement Compounds; "Material actions" as used in this Agreement shall include: (1) the filing of new applications (including divisionals, continuations, continuations-in-part, reissues and reexaminations); (2) the filing of amendments; (3) the submission of responses to Official actions on the merits (and not relating to procedure, such as responses to restrictions or election of species); (4) the filing of formal papers such as declarations (including Rule 131 and 132 declarations); (5) the filing of appeal briefs and reply briefs; (6) the submission of summaries of interviews during which the scope of claims was discussed; (7) the filing of responses to reasons for allowances; (8) abandonment of claims; (9) the filing of motions and taking of positions in patent interference proceedings; and (10) other material actions which could affect the scope of protection for Agreement Compounds; and (iii) Guilford shall have the right to exercise ProQuest's rights under the KU License, as amended by the Consent and Agreement, to review and comment in advance on the Patent Prosecution of ProQuest Patent Rights made by the University of Kansas.
Sample 1
ProQuest. ProQuest shall by its own counsel and at its own expense have the right to participate and be represented in any such proceeding that Guilford initiates regarding ProQuest Patent Rights described in Section 8.3(a) above. In the event that Guilford does not initiate an action to enforce Program Patent Rights against a Third Party suspected of infringing a claim of ProQuest Patent Rights, ProQuest may give notice to Guilford that ProQuest intends to bring such enforcement action at ProQuest's own expense. In such event, the Parties shall confer, and if Guilford has a commercially reasonable basis for foregoing or delaying such infringement proceeding, then Guilford's decision shall govern, provided, however, in determining whether there is a commercially reasonable basis for Guilford's decision, any interest (direct or indirect) held by Guilford in the suspected infringer shall be disregarded. Any recovery made by ProQuest from a Third Party pursuant to any infringement action ProQuest brings as contemplated in this Section 8.3(c) will be allocated as if it were recovered by Guilford under Section 8.3(b) above and the Consent and Agreement.
Sample 1
ProQuest. All Xxxxx Graduate School dissertations are sent to ProQuest, and will be distributed by ProQuest in their Dissertations and Theses Global Database (PQDT) as described below. As a Xxxxx Graduate School doctoral candidate submitting a dissertation, I hereby grant to ProQuest permission to: (i) reproduce the full text of dissertations submitted by me for a research degree awarded by Emory University; (ii) include such dissertation in ProQuest's PQDT Global database and (iii) make microform and/or digital copies of my dissertation for the purposes of public reference, archiving, inter-library loan, the supply and distribution of copies, including sale of individual copies. I further acknowledge that ProQuest will include the abstract, bibliography and other metadata in PQDT Global and any successor or related index and/or finding products or services. Such products may be delivered to customers in tangible and electronic formats as may be in existence now or developed in the future, whether individually or as part of electronic database and reference products. ProQuest has agreed to honor the access restrictions you may select in Part 3 of this form. This information will be communicated to ProQuest at the time your dissertation is sent to ProQuest from the ETD system. If you would like to change the access restriction applied by ProQuest, you may elect to do so by contacting ProQuest directly by emailing xxxxxxx@xxxxxxxx.xxx. ProQuest has also agreed to pay royalties to dissertation authors for participation in ProQuest's distribution program if you provide and maintain your current address and tax information necessary for the payment of the royalties pursuant to ProQuest's applicable publishing program. You may change and/or update your address with ProQuest directly by emailing xxxxxxx@xxxxxxxx.xxx. If, after submission of your dissertation to ProQuest, you wish to withdraw your dissertation from this program with ProQuest, you may elect to do so by contacting ProQuest directly by emailing xxxxxxx@xxxxxxxx.xxx. ETD SUBMISSION FORM Version 2.28.2018 Part 2 - Submission Questionnaire:
Sample 1
ProQuest. KNOW-HOW. To ProQuest's knowledge, ProQuest has disclosed or made available to Guilford all ProQuest Know-how in ProQuest's possession or Control which may adversely affect the scientific, regulatory or business prospects of the Development and Commercialization of PQ-1002 or any other Agreement Compound.
Sample 1
ProQuest. Web. 8 Mar. 2016 . 21 Xxxxxxxx, A Critical History of Television’s The Twilight Xxxx, 00. 22 Xxxxxxxx, A Critical History of Television’s The Twilight Xxxx, 00. 23 Zicree, The Twilight Zone Companion, 108. 24 Kates, “Uncensored.”
Sample 1

Related to ProQuest

  • Cornerstone shall notify the LLC and confirm such advice in writing (i) when the filing of any post-effective amendment to the Registration Statement or supplement to the Prospectus is required, when the same is filed and, in the case of the Registration Statement and any post-effective amendment, when the same becomes effective, (ii) of any request by the Securities and Exchange Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for additional information and (iii) of the entry of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceedings for that purpose, and, if such stop order shall be entered, Cornerstone shall use its best efforts promptly to obtain the lifting thereof.

  • 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.

  • Collaboration Management Promptly after the Effective Date, each Party will appoint a person who will oversee day-to-day contact between the Parties for all matters related to the management of the Collaboration Activities in between meetings of the JSC and will have such other responsibilities as the Parties may agree in writing after the Effective Date. One person will be designated by Merck (the “Merck Program Director”) and one person will be designated by Moderna (the “Moderna Program Director,”) together will be the “Program Directors”. Each Party may replace its Program Director at any time by notice in writing to the other Party. Any Program Director may designate a substitute to temporarily perform the functions of that Program Director by written notice to the other Party. The initial Program Directors will be: For Moderna: [***] For Merck: [***]

  • Principal Investigator The research will be under the direction of (“Principal Investigator”). If, for any reason, he/she is unable to continue to serve as Principal Investigator and a successor acceptable to both UHD and Sponsor is not available, this Agreement shall be terminated as provided in Section 7.

  • Newco Prior to the Effective Time, Newco shall not conduct any business or make any investments other than as specifically contemplated by this Agreement and will not have any assets (other than the minimum amount of cash required to be paid to Newco for the valid issuance of its stock to the Parent).

  • Motorola s sole obligation to Licensee and Licensee’s exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola’s option, Motorola will replace the defective Software with functionally-equivalent Software, license to Licensee substitute Software which will accomplish the same objective, or terminate the license and refund the Licensee’s paid license fee.

  • Joint Development If joint development is involved, the Recipient agrees to follow the latest edition of FTA Circular 7050.1, “Federal Transit Administration Guidance on Joint Development.”

  • Company The term “

  • Executive Executive’s rights and obligations under this Agreement shall not be transferable by Executive by assignment or otherwise, without the prior written consent of the Company; provided, however, that if Executive shall die, all amounts then payable to Executive hereunder shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee, or other designee, or if there be no such designee, to Executive’s estate.

  • Services to the Corporation Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!