Retained Contracts. Non-Exclusive Biological Material License Agreement by and between American Type Culture Collection (ATCC) and Biogen MA Inc., effective August 12, 2015 (the “ATCC Agreement”).
Retained Contracts. Amended and Restated Exclusive License Agreement The Board of Trustees of the Xxxxxx Xxxxxxxx Junior University and Company dated January 27, 2014 • Notice of Award from National Heart, Lung, and Blood Institute to Company dated August 7, 2013, revised March 4, 2014 • Institutional Review Board Authorization Agreement between Western Institutional Review Boards and Company dated December 11, 2013 • Agreement for Inter-Institutional Transfer of Human Tissue Samples between The Board of Trustees of the Xxxxxx Xxxxxxxx Junior University and Company dated March 22, 2011 • Material Transfer Agreement (Assurance Form) for Human Cell Lines, Somatic Cell Hybrids, and DNA Samples between the Xxxxxxx Institute for Medical Research and Company dated January 29, 2014 • Agreement for Transfer of Human Tissue Samples between The Board of Trustees of the Xxxxxx Xxxxxxxx Junior University and Company dated January 29, 2014 • Agreement for Transfer of Human Tissue Samples between The Board of Trustees of the Xxxxxx Xxxxxxxx Junior University and Company dated December 7, 2013 • Material Transfer Agreement between Company and Emory University dated June 25, 2012 • Contract for Custom Wordpress Website Development between Company and bkmacdaddy designs dated August 1, 2012 • Work Order Number Immu-Alpha-01 between Compassites Software Solutions Pvt Ltd and Company dated May 28, 2011 • Nondisclosure Agreement between Company and Cloudera dated February 22, 2013 • Quote for Services letter from Company to University of Texas at Austin dated September 20, 2012 • Scientific Collaboration Agreement between Company and Fluidigm Corporation dated February 25, 2011, as amended February 22, 2012 • Sponsored Research Agreement between Molecular Medicine Research Institute and Company dated April 18, 2011, as amended June 1, 2011, June 20, 2011, December 1, 2011, February 1, 2012, February 1, 2012, June 25, 2012, December 1, 2012, and January 1, 2013 • Agreement for Services Related to Blood Components for In-Vitro Investigational Use between Company and Stanford Blood Center dated February 3, 2014 • Agreement for Services Related to Blood Components for In-Vitro Investigational Use between Company and Stanford Blood Center dated July 21, 2011 • Customer Service Agreement between Company and TriNet HR Corporation dated May 16, 2011, as amended May 10, 2011 and TriNet Services Requisition Form between Company and TriNet HR Corporation dated August 30, 2013 • Each Retained CDA SpeedVac B...
Retained Contracts. All Retained Contracts are in good standing and Seller has not taken any actions (or omitted or failed to take any actions) which would result in a breach of any of such Retained Contracts.
Retained Contracts. None (d)
Retained Contracts. Seller is currently a party to the service and maintenance contracts described on Schedule 11.1(c) attached hereto and made apart hereof (the “Retained Contracts”). Seller agrees to terminate the Retained Contracts and any other service contracts in effect with respect to the Property, other than the Service Contracts, on or before the expiration of the Lease. The provisions of this Section 8 shall survive the Closing.
Retained Contracts. The parties acknowledge that Seller and/or its Subsidiaries are parties to Contracts that are not being assigned to Buyer hereunder at the Closing that contain non-disclosure, non-solicitation, non-competition, assignment of inventions and/or similar provisions (each, a “Restrictive Provision”) in favor of, or that benefit, in whole or in part, the Business (collectively, the “Retained Business Contracts”). For a period of three (3) years after the Closing, (i) upon the request of Buyer, Seller shall provide copies of all Retained Business Contracts to Buyer and (ii) if Buyer or Seller discovers a breach of any Restrictive Provision by a Person subject to such Restrictive Provision (Seller shall provide written notice to Buyer of any such breach promptly after its discovery thereof), Seller shall, or shall cause its Subsidiaries to, upon the written request of Buyer, assign to Buyer any rights under such Restrictive Provision without further consideration; provided, however, that any such assignment need not be exclusive unless failure of such assignment to be exclusive would impair Buyer’s rights under such Restrictive Provision following such assignment; and provided, further, if in the judgment of Buyer any such assignment would constitute a breach thereof or would be ineffective, would affect adversely the rights of Buyer under such Restrictive Provision or would violate or be unenforceable under any applicable Law, then Seller shall, and shall cause its Subsidiaries to, (A) use commercially reasonable efforts to obtain any requisite consent to assignment if requested by Buyer and (B) if such consent is not obtained or if Buyer elects not to have such Restrictive Provision assigned for any of the reasons set forth in the foregoing proviso, take any and all commercially reasonable action necessary to enforce such Restrictive Provision on behalf of Buyer at the direction and cost of Buyer. If Seller or any of its Subsidiaries is required to enforce a Restrictive Provision in accordance with the foregoing clause (B), the parties shall work in good faith to establish reasonable processes governing the obligations of Seller and the cooperation between the parties with respect thereto.
Retained Contracts. 16 5.7 Marketing....................................................................16 5.8
Retained Contracts. 7.1 The Council shall remain the contracting party to the Retained Contracts set out in Schedule 2 (Retained Contracts).
7.2 The Parties acknowledge that the Trust will continue to benefit from the Retained Contracts.
7.3 The Council shall apportion a percentage of the annual cost of the Retained Contract to the Trust. The apportionment of costs shall be based on the Trust’s use and/or benefit of the Retained Contracts. Any dispute relating to the amount of the apportionment shall be referred to the Dispute Procedure.
7.4 The costs of the Retained Contracts shall be dealt with by an adjustment to the Service Fee payable by the Council to the Trust or, if otherwise agreed between the Parties, a direct payment by the Trust to the Council. The costs shall be subject to VAT.
7.5 In the event that the Trust is making a direct payment to the Council for the costs of these Retained Contracts, the Council shall specify the payment terms and the Trust shall comply with any such payment terms.
7.6 The parties shall review the Retained Contracts generally as part of the Annual Service Delivery Plan Review Process to ensure that the Retained Contracts continue to represent value for money for both parties.
Retained Contracts. (a) From and after the Closing Date, Celexion and its permitted successors and assigns shall:
(i) not amend any Retained Contract in a manner that would adversely impact any of (A) Agenus’ rights in or obligations under the Purchased Assets or (B) Agenus’ rights under Section 5.13(b) after the Closing, without the prior written consent of Agenus;
(i) not assign any Retained Contract to a third party without preserving (A) Agenus’ rights hereunder to the Agenus Retained Contract Rights and (B) Agenus’ rights under Section 5.13(b);
(i) promptly notify Agenus in writing in the event Celexion receives notice or otherwise becomes aware that a counterparty to a Retained Contract (A) is in material breach thereof or (B) threatens to materially breach such Retained Contract;
(i) in the event that (A) a counterparty to a Retained Contract is in material breach of such Retained Contract as provided therein and (B) such breach adversely impacts Agenus’ interests in the Agenus Retained Contract Rights, Agenus’ rights under Section 5.13(b) or Agenus’ rights in or obligations under the Purchased Assets after the Closing, upon the reasonable request and at the expense of Agenus, use commercially reasonable efforts to enforce its rights thereunder with respect to such breach;
(i) promptly notify Agenus in writing in the event that Celexion receives any notice from a counterparty to a Retained Contract that triggers or materially impacts any of (A) the Agenus Retained Contract Rights, (B) Agenus’ rights under Section 5.13(b), or (C) Agenus’ rights in or obligations under the Purchased Assets after the Closing; and
(i) at the expense of Agenus, use commercially reasonable efforts to comply with all reasonable written requests by Agenus to enable Agenus to exercise Agenus’ rights with respect to the Agenus Retained Contract Rights and Agenus’ rights under Section 5.13(b); provided that, Celexion shall not be required to comply with any such request by Agenus with respect to a Retained Contract that would cause Celexion to be in breach of such Retained Contract.
Retained Contracts. 2.2.1 Notwithstanding the provisions of Section 2.1 above, the Seller shall retain the limited, non-assignable, non-transferrable, royalty free, limited right to use the Transferred Software (directly or through a subcontractor to be engaged to provide phase out services as reasonably coordinated with Buyer) for the sole purpose of providing services under the customers' contracts, as specified under Exhibit F, that are not included in the Purchased Contracts (the "Retained Contracts"), for a period which is the earlier of (a) fourteen (14) months following the Closing, or (b) such time where the term of all Retained Contracts has expired or terminated (the “Phase Out Period”). The Buyer acknowledges and confirms that the Key Personnel and the employees/contractors that are listed on Schedule 2.2.1 shall be allowed to devote some of their business time to provide services to the Seller in connection with the Retained Contracts during the Phase Out Period, but not more than the respective time specified for each such person on Schedule 2.2.1.
2.2.2 During the Phase Put Period, other than as herein prescribed with respect to the Retained Contracts, Seller shall cease all Business, and shall specifically not (i) enter into any new customer, supplier, lease, reseller or distributor agreement with respect to the Purchased Assets, nor extend and/or otherwise make any amendments to the Retained Contracts, (ii) make any developments based on the license specified in Section 2.2.1 (provided however, that in case any such developments are made, they shall be deemed as Transferred Intellectual Property Rights in all manners and respects); (iii) advertise and/or otherwise promote the Business.
2.2.3 Seller shall be solely liable for any claims made by any party to the Retained Contracts and shall fully indemnity Buyer, Parent, and their respective employees, consultants, directors, officers and agents for any claims, demands and/or suit brought against them in connection with the Retained Assets.
2.2.4 Seller shall, no later than thirty (30) days prior to the lapse of the Phase Out Period, present to Buyer with a detailed phase out plan for Buyer’s approval (the “POP”) with respect to any data, materials, software (including source code, object code, etc.), vendor contracts, server access and any other Intellectual Property rights held or maintained by Seller for the purpose of fulfilling the Retained Contracts. Buyer shall comment on the POP and Seller shall implem...
