PTC Sample Clauses

PTC. The licenses and resale rights of PTC and its Affiliates under the OEM Agreement and Reseller Agreement are non-exclusive. The licenses and resale rights of PTC and its Affiliates under the OEM Agreement and Reseller Agreement are limited by the restrictions set forth in agreements to which RA or its Affiliates are a party as of the Original Effective Date, all of which are listed on Exhibit B under the heading “Restrictions on PTC’s Distribution of RA Products.”
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PTC. PTC shall, as soon as practicable, duly call, give notice of, convene and hold a meeting of its shareholders (the "PTC Shareholders Meeting") for the purpose of voting upon the approval of this Agreement and the transactions contemplated hereby. Subject to Section 7.1(e), PTC shall, through its Board of Directors, recommend to its shareholders approval of this Agreement and the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, PTC agrees that its obligations pursuant to the first sentence of this Section 5.3(b) shall not be altered by the commencement, public proposal, public disclosure or communication to PTC of any takeover proposal. PTC shall coordinate and cooperate with IUB with respect to the timing of such meeting and shall use its best efforts to hold such meeting within one day of the date on which IUB shall hold a meeting of its shareholders pursuant to Section 5.3(a), and as soon as practicable after the date on which the S-4 becomes effective. 5.4
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PTC. The term “
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PTC. PTC represents and warrants that: (i) it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (ii) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of PTC; (iii) it has the right to grant the rights and licenses granted to Schering herein (including without limitation the Schering Licenses); (iv) none of the execution, delivery or performance of this Agreement will conflict with, or result in a breach under any agreement, instrument or understanding, oral or written, to which it or its Affiliates is a party or by which it or its Affiliates may be bound; (v) this Agreement constitutes a legal, valid and binding obligation of PTC, enforceable in accordance with its terms; and (vi) PTC has obtained all necessary consents, approvals and authorizations of all government authorities and other Third Parties required to be obtained by PTC or its Affiliates in connection with the execution, delivery and performance of this Agreement.
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PTC. PTC shall indemnify, defend and hold harmless Schering, its Affiliates, and each of their respective directors, officers, employees and agents (each a "Schering Indemnitee") from and against any and all liabilities, damages, losses, costs and expenses (including reasonable attorneys' and professional fees and other expenses of litigation and/or arbitration) (a "Liability") resulting from a claim, suit or proceeding made or brought by a Third Party against a Schering Indemnitee arising from or occurring as a result of (i) any breach of the representations and warranties of PTC set forth in Article 8, (ii) the practice by PTC of any rights granted pursuant to Section 5.4(b) or 11.7(b) (including, without limitation, claims arising from or occurring as a result of PTC's or any Third Party's Development, testing, Manufacture, importation, use, offer for sale, sale or other distribution of a PTC Product or a Schering Viral Product pursuant to the exercise of such licenses), (iii) the use by PTC or any of its Affiliates of any Materials provided by Schering, or (iv) the negligence or willful misconduct of PTC, except, (A) in the case of Subsections 10.1(i) and 10.1(iv), to the extent such Liability results from the negligence or willful misconduct of Schering, and (B) in the case of Subsection 10.1(iii), to the extent such Liability results from the breach of any warranty provided by Schering pursuant to Section 2.9.
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PTC. (a) Section 4.26(a) of the Company Disclosure Letter sets forth, as of the dates stated therein, a list of all outstanding Partnership Interests (as defined in the PTC Partnership Agreement) of the PTC Partnership, including the identity of the Partner (as defined in the PTC Partnership Agreement) holding such Partnership Interest, the class thereof and the Percentage Interest (as defined in the PTC Partnership Agreement) represented thereby, and except as set forth thereon, to the Knowledge of the Company no Partnership Interests in the PTC Partnership, or options, warrants or other rights to acquire any such Partnership Interests, are outstanding as of such dates.
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Related to PTC

  • 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 We believe joint effort toward common goals achieves trust and produces greater impact for L.A. County’s youngest children and their families.

  • Manufacturing Technology Transfer With respect to each Technology Transfer Product, upon AbbVie’s written request after the Inclusion Date for the Included Target to which such Technology Transfer Product is Directed, Morphic shall effect a full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party manufacturer) of all Morphic Know-How and Joint Know-How relating to the then-current process for the Manufacture of such Technology Transfer Product (the “Manufacturing Process”) and to implement the Manufacturing Process at facilities designated by AbbVie (such transfer and implementation, as more fully described in this Section 5.3, the “Manufacturing Technology Transfer”). To assist with the Manufacturing Technology Transfer, Morphic will make its personnel reasonably available to AbbVie during normal business hours for up to [***] FTE hours with respect to each Included Target (in each case, free of charge to AbbVie) to transfer and implement the Manufacturing Process under this Section 5.3. Thereafter, if requested by AbbVie, Morphic shall continue to perform such obligations; provided, that AbbVie will reimburse Morphic for its full-time equivalent (FTE) costs (for clarity, in excess of [***] FTE hours) and any reasonable and verifiable out-of-pocket costs incurred in providing such assistance. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

  • Licensee Licensee represents and warrants that:

  • Commercialization Intrexon shall have the right to develop and Commercialize the Reverted Products itself or with one or more Third Parties, and shall have the right, without obligation to Fibrocell, to take any such actions in connection with such activities as Intrexon (or its designee), at its discretion, deems appropriate.

  • Development and Commercialization Subject to Sections 4.6 and 4.7, Fibrocell shall be solely responsible for the development and Commercialization of Fibrocell Products and Improved Products. Fibrocell shall be responsible for all costs incurred in connection with the Fibroblast Program except that Intrexon shall be responsible for the following: (a) costs of establishing manufacturing capabilities and facilities in connection with Intrexon’s manufacturing obligation under Section 4.6 (provided, however, that Intrexon may include an allocable portion of such costs, through depreciation and amortization, when calculating the Fully Loaded Cost of manufacturing a Fibrocell Product, to the extent such allocation, depreciation, and amortization is permitted by US GAAP, it being recognized that the majority of non-facilities scale-up costs cannot be capitalized and amortized under US GAAP); (b) costs of basic research with respect to the Intrexon Channel Technology and Intrexon Materials (i.e., platform improvements) but, for clarity, excluding research described in Section 4.7 or research requested by the JSC for the development of a Fibrocell Product or an Improved Product (which research costs shall be reimbursed by Fibrocell); (c) [*****]; and (d) costs of filing, prosecution and maintenance of Intrexon Patents. The costs encompassed within subsection (a) above shall include the scale-up of Intrexon Materials and related active pharmaceutical ingredients for clinical trials and Commercialization of Fibrocell Products undertaken pursuant to Section 4.6, which shall be at Intrexon’s cost whether it elects to conduct such efforts internally or through Third Party contractors retained by either Intrexon or Fibrocell (with Intrexon’s consent).

  • 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.

  • 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: [***]

  • Development Program A. Development activities to be undertaken (Please break activities into subunits with the date of completion of major milestones)

  • Development of Products (a) During the term of this Agreement, ViewRay may from time to time seek services from PEKO with respect to the development of certain Products that can be incorporated into the ViewRay Renaissance™ MRI-guided radiation therapy system. For each Program to be undertaken by PEKO pursuant to this Agreement, the parties will prepare a “Work Statement” and agree to said “Work Statement” in substantially the form attached as Attachment 1. Each Work Statement will describe: (i) the (i) services that PEKO will be responsible for providing to ViewRay and the deliverables that PEKO will be responsible for delivering to ViewRay (“Deliverable(s)”), (ii) delivery schedule for the Deliverables, (iii) pricing terms, (iv) work plan for the Program, and (v) ViewRay’s responsibilities in connection with the Program. Each Work Statement will be prepared based upon the requirements and information provided to PEKO by ViewRay. A separate Work Statement will be required for each Program; and each Work Statement will become subject to this Agreement only when mutually agreed and signed by ViewRay and PEKO.

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