Rights in Japan Sample Clauses

Rights in Japan. If Chugai terminates its agreement with Roche relating to the Compound to Roche or such agreement otherwise terminates for any reason, then (i) the Territory shall automatically be deemed to include the territory of Japan, (ii) Roche shall automatically license and transfer to River Vision any Patents, Know-How, Regulatory Approvals, regulatory documentation or filings, and other rights or documentation Controlled by Roche or any of its Affiliates as a result of such termination, and (iii) such Patents and Know-how (including those within the Territory) shall be deemed Roche Patents and Roche Know-How. Roche hereby grants as of the Effective Date a non-exclusive sub-license to the improvements (as defined in the Chugai Agreement) made by Chugai under the Chugai Agreement to develop, have developed, make, have made, use, have used, sell, have sold, offer for sale, have offered for sale, import and have imported Compound and/or Product in the Field in the Territory. Such improvements shall be deemed Roche Patents and Roche Know-How, subject to any third party obligations.
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Rights in Japan. (a) Under the terms of the Japan Agreement, TCS granted to Smithkline Xxxxxxx, p.l.c. ("SB") and Yamanouchi Pharmaceutical Co., Ltd. ("YPC") the co-exclusive right (including the right to sub-license) to practice under the Japan Patents and Japan Technology to make, have made, use and sell the injectable non-colloidal dose form of TP10-HD sold for therapeutic use in humans in Japan. In the Letter Agreement, dated April 7, 1994, between TCS and SB, terminating the Smithkline Agreement, (i) TCS and SB acknowledged the continuing existence of the Japan Agreement and the need to modify the Japan Agreement in light of the termination of the Smithkline Agreement, and (ii) TCS assumed SB's obligations to YPC under the Japan Agreement. The Parties acknowledge and agree that, Novartis wishes to obtain from TCS, and TCS wishes to grant to Novartis, an exclusive option to the rights more specifically discussed in Section 2.3(c) below. Towards this end, TCS shall make diligent efforts, during the Option Period to terminate all rights held by SB under the Japan Agreement and to gain for TCS clear title to the rights now held by SB under the Japan Agreement (the "SB Rights"), in such a way as to retain, along with YPC, a co-exclusive right to make, have made, use and sell the injectable non-colloidal dose form of TP10-HD in Japan. All costs and expenses, including but not limited to, payments made to SB and/or YPC, associated with these efforts shall be borne by TCS.
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Rights in Japan. If and when the Pre-Conditions of Transfer are satisfied, the Elan Companies covenant that they and their Affiliates shall transfer to the Acquiror their entire right, title and interest in and to, and their rights to make, have made, sell, offer to sell, use, and import, the Product, Current Product Improvements or Product Improvements in Japan (the "Japanese Rights"). The Acquiror acknowledges and covenants that (i) any transfer is and shall be on an "as is" basis; (ii) the Elan Companies make no representations and warranties of any kind with respect to any transfer arising out of this Section 8.22; (iii) the Acquiror, in the event the Pre-Conditions of Transfer are met and the transfer of the Japanese Rights occurs, shall bear, and shall hold the Elan Companies and their Affiliates harmless for, any costs and expenses arising out of the Acquiror's obtaining the equivalent of Product Registrations in Japan for the use, manufacture, marketing, selling, distribution or commercialization of the Product, Current Product Improvements or Product Improvements in Japan; and (iv) the failure of the parties to consummate the transfer shall not be a basis for reduction of the Purchase Price or create any right of the Acquiror to seek damages, offset any amounts against the Purchase Price or seek any indemnification under the provisions of Article XI. Any transfer shall be effectuated and documented by the execution of written agreements customary for such transfers, provided, however, that such documentation shall among other provisions contain intellectual property and non-compete provisions consistent with this Agreement and shall not contain provisions inconsistent with the requirements of this Section 8.22. The term "Pre-Conditions of Transfer" shall mean that the Elan Companies have the authority to undertake the transfer of rights, title and interest contemplated by this Section 8.22 without breaching any contractual obligation to a Third Party existing as of the date hereof (provided that the Elan Companies and their Affiliates shall exercise commercially reasonable efforts to promptly satisfy the Pre-Conditions of Transfer) and that such transfer can be undertaken without the Elan Companies or their Affiliates incurring a material and adverse financial cost unless the Acquiror undertakes to, and promptly does, reimburse such cost. In the event the Pre-Conditions of Transfer are satisfied or can be satisfied by such date, the Elan Companies and the Acquiror...
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Rights in Japan. If and when the Pre-Conditions of Transfer are satisfied, the Elan Companies covenant that they and their Affiliates shall transfer to the Acquiror their entire right, title and interest in and to, and their rights to make, have made, sell, offer to sell, use, and import, the Product, Current Product Improvement or Product Improvement in Japan (the "Japanese Rights"). The Acquiror acknowledges and covenants that (i) any transfer is and shall be on an "as is" basis; (ii) the Elan Companies make no representations and warranties of any kind with respect to any transfer arising out this Section 8.22; (iii) the Acquiror, in the event the Pre-Conditions of Transfer are met and the transfer of the Japanese Rights occurs, shall bear, and shall hold the Elan Companies and their Affiliates harmless for, any costs and expenses arising out of the Acquiror's obtaining the equivalent of Product Registrations in Japan for the use, manufacture, marketing, selling, distribution or commercialization of the Product, Current Product Improvement or Product Improvement in Japan; and (iv) the failure of the parties to consummate the transfer shall not be a basis for reduction of the Purchase Price or create any right of the Acquiror to seek damages, offset any amounts against the Purchase Price or seek any indemnification under the provisions of Article
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Rights in Japan. The parties hereto confirm that all rights in Japan to the GLIADEL Product (as defined in Article III.C.1. of the Rights Agreement) have reverted to Holdings, and the definition of "Territory" set forth in Article I.AB. of the Rights Agreement is hereby amended and restated as follows:
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Related to Rights in Japan

  • Rights in Data 4.1 Any MTI Work Product will be considered a “work for hire” and will remain the exclusive property of MTI.

  • Rights to Intellectual Property All rights and licenses now or hereafter granted by Palatin to AMAG under or pursuant to any Section of this Agreement, including Sections 2.1, 2.2, 2.3, 2.5, 2.7, 2.8 and 2.9 hereof, are rights to “intellectual property” (as defined in the Bankruptcy Code). The Parties hereto acknowledge and CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[…***…]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES ACT OF 1934, AS AMENDED. agree that the payments provided for under Sections 3.1, 3.2, 3.3 and 3.4 and all other payments by AMAG to Palatin hereunder, other than royalty payments pursuant to Section 3.5, do not constitute royalties within the meaning of Section 365(n) of the Bankruptcy Code or relate to licenses of intellectual property hereunder. If (a) a case under the Bankruptcy Code is commenced by or against Palatin, (b) this Agreement is rejected as provided in the Bankruptcy Code and (c) AMAG elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, then Palatin (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) shall provide to AMAG all intellectual property licensed hereunder, and agrees to grant and hereby grants to AMAG and its Affiliates a right to access and to obtain possession of and to benefit from and, in the case of any chemical or biological material or other tangible item of which there is a fixed or limited quantity, to obtain a pro rata portion of, each of the following to the extent related to any Compound, Product, Pharmaceutical Product or Product Delivery Device, or otherwise related to any right or license granted under or pursuant to this Agreement: (i) copies of pre-clinical and clinical research data and results; (ii) Product samples; (iii) Palatin Technology, (iv) laboratory notes and notebooks; (v) Product data or filings, and (vi) Rights of Reference in respect of regulatory filings and approvals, all of which constitute “embodiments” of intellectual property pursuant to Section 365(n) of the Bankruptcy Code, and (vii) all other embodiments of such intellectual property, whether any of the foregoing are in Palatin’s possession or control or in the possession and control of any Third Party but which Palatin has the right to access or benefit from and to make available to AMAG. Palatin shall not interfere with the exercise by AMAG or its Affiliates of rights and licenses to intellectual property licensed hereunder and embodiments thereof in accordance with this Agreement and agrees to use Commercially Reasonable Efforts to assist AMAG and its Affiliates to obtain such intellectual property and embodiments thereof in the possession or control of Third Parties as reasonably necessary or desirable for AMAG or its Affiliates or Sublicensees to exercise such rights and licenses in accordance with this Agreement.

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you. [ ] List here previous Inventions which you desire to have specifically excluded from the operation of this Agreement. Continue on reverse side if necessary.

  • Background IP Each Party will own all right, title and interest in its Background IP.

  • Licensed Intellectual Property Section 3.17(h)(vi)...................................29

  • Trademark Rights Any and all past, present or future rights in, to and ---------------- associated with the Trademarks throughout the world, whether arising under federal law, state law, common law, foreign law or otherwise, including the following: all such rights arising out of or associated with the Trademark Registrations; the right (but not the obligation) to register claims under any state, federal or foreign trademark law or regulation; the right (but not the obligation) to xxx or bring opposition or cancellation proceedings in the name of the Assignor or the Agent for any and all past, present and future infringements or dilution of or any other damages or injury to the Trademarks, the Trademark Rights, or the Associated Goodwill, and the rights to damages or profits due or accrued arising out of or in connection with any such past, present or future infringement, dilution, damage or injury; and the Trademark License Rights.

  • Third Party Intellectual Property Rights 10.7.1 Each Party shall give prompt written notice to the other of any intellectual property rights of any third party which could reasonably be considered as constituting impediment on the use of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights in accordance with the provisions of this Agreement or on the research, development, manufacture, use, marketing, promotion, distribution, sale, import or export of Licensed Product, in which event the Parties shall agree on the strategy and procedural steps to be taken in respect of opposing and/or settling such potential impediment.

  • Transfer of Intellectual Property Rights Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.

  • RIGHTS, ETC cumulative Every right, power, discretion and remedy conferred on the Finance Parties under or pursuant to the Security Documents shall be cumulative and in addition to every other right, power, discretion or remedy to which they may at any time be entitled by law or in equity. The Finance Parties may exercise each of their rights, powers, discretions and remedies as often and in such order as they deem appropriate subject to obtaining the prior written consent of the Majority Banks. The exercise or the beginning of the exercise of any right, power, discretion or remedy shall not be interpreted as a waiver of the right to exercise any other right, power, discretion or remedy either simultaneously or subsequently.

  • Trademark Use (a) Reseller acknowledges that the Vendor Trademarks are trademarks owned solely and exclusively by Vendor, and agrees to use the Vendor Trademarks only in the form and manner and with appropriate legends as prescribed by Vendor. Reseller agrees not to use any other trademark or service mark xx connection with any of the Vendor Trademarks without prior written approval of Vendor. All use of Vendor Trademarks shall inure to the benefit of Vendor.

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