PUBLICLY DISCLOSED. EXCLUSIVE LICENSE AGREEMENT
PUBLICLY DISCLOSED. In the absence of an agreement by the Parties, selection of the arbitrator shall be governed by JAMS Comprehensive Arbitration Rules and Procedures. The compensation and expenses of the arbitrator shall initially be shared equally by the Parties. At the conclusion of the arbitration, the arbitrator shall, in good faith, approximate the extent to which each Party prevailed and shall award the costs of the arbitration process and reasonable attorney’s fees and expenses consistent with this approximation. A Party that is determined to have fully prevailed on all its claims is entitled to all costs it incurred for the arbitration process and all reasonable attorney’s fees and expenses. The arbitrator may not award punitive damages or consequential damages to either Party for any reason. The decision of the arbitrator shall be final, conclusive and binding, and no action at law or in equity may be instituted by any Party other than to enforce the award of the arbitrator. The Parties intend this alternative dispute resolution procedure to be a private undertaking and agree that an arbitration conducted under this provision will not be consolidated with an arbitration involving other healthcare providers or third parties, and that the arbitrator will be without power to conduct an arbitration on a class basis. Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
PUBLICLY DISCLOSED. All costs including VAT incurred from and after the Commencement Date until (and on) the date of expiry or the earlier termination of this Agreement in connection with the preparation, filing, prosecution, and maintenance of the Licenced Patent Rights shall be paid by [***] in Pound Sterling within [***] of receipt of [***] invoice for same (interest is chargeable on late payment in accordance with Clause 4.4.1).
PUBLICLY DISCLOSED. The Party is under no obligation, restriction or limitation, contractual, administrative, judicial, or otherwise, to any other individual, entity, or governmental agency that would prohibit or impede the Party from entering into this Agreement or performing under this Agreement, and the Party is free to and does freely and of its own volition enter into and perform hereunder. The Party has not made to the other Party any promise, representation or warranty, express or implied, not contained in this Agreement concerning the subject matter of this Agreement, and the Party has not executed this Agreement in reliance upon any promise, representation or warranty not contained in this Agreement. The Party assumes the risk of all mistakes of fact with regard to any and all facts which are known or unknown to it relating to the subject matter of this Agreement.
PUBLICLY DISCLOSED any agreed upon requirements of 89bio relating to the security of controlled drug substances. Provider shall be responsible for the safe storage and handling of the 89bio Product until delivery to 89bio in accordance with Section 4.3. The Provider shall keep records of the storage conditions in relation to each batch of 89bio Products in accordance with the requirements set forth in the Quality Agreement.
PUBLICLY DISCLOSED. “Notwithstanding anything to the contrary, CBOE TPMI (as defined in Addendum No. 1 to this Agreement) methodologies shall not be “CBOE Index Methodologies” as defined herein, and accordingly, S&P acknowledges and agrees that it must enter into an agreement with the owner of a CBOE TPMI methodology in order to license it to any person or entity for any purpose.”
PUBLICLY DISCLOSED may be extended by agreement of the Parties. The arbitrators shall be authorized to award compensatory damages, but shall not be authorized to reform, modify, or materially change this Agreement. The arbitrators will, within [***] ([***]) days after the conclusion of the hearing, issue a written award and statement of decision describing the material facts and the grounds for the conclusions on which the award is based, including the calculation of any damages awarded. The decision of the arbitrators will be final, conclusive and binding on the Parties and enforceable by any court of competent jurisdiction. The arbitrators shall be required to render the decision in writing and to comply with, and the award shall be limited by, any express provisions of this Agreement relating to damages or the limitation thereof. All arbitration proceedings and decisions of the arbitrators under this Section 11.1.6 are the Confidential Information of both Parties under Section 17.
PUBLICLY DISCLOSED is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization, or chartering;
PUBLICLY DISCLOSED. Each Party shall comply and shall require all of its employees and students involved in any Project to comply with all Applicable Laws.
PUBLICLY DISCLOSED. “Effective Date” of this Agreement shall mean the date the last Party hereto has executed this Agreement.
