Shire Agreement Sample Clauses

Shire Agreement. Acceleron agrees that during the Agreement Term, without Celgene’s prior written consent, Acceleron shall not modify or amend, or fail to perform under, the Shire Agreement in any way that would adversely affect Celgene’s obligations, rights or economic interest under this Agreement. Acceleron shall keep Celgene reasonably informed of any notices or events under the Shire Agreement that would adversely affect Celgene’s obligations, rights or economic interest under this Agreement.
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Shire Agreement. The Parties acknowledge and agree that (i) pursuant to the Shire Agreement, Shire has been granted certain rights to Prosecute Patent Rights that may be Acceleron Patent Rights hereunder if Acceleron elects not to Prosecute such Patent Rights, and Celgene’s right to Prosecute such Patent Rights hereunder are subject to Shire’s prior rights; and (ii) to the extent that Shire is Prosecuting such Patent Rights, Acceleron shall keep Celgene informed in accordance with this Section 8.2.1 and shall use commercially reasonable efforts to cause Shire to take the actions specified by this Section 8.2.1, if applicable to such Patent Right, in a manner consistent with the Shire Agreement; provided that Acceleron will not be in breach of its obligations under this Section 8.2.1 if, after using such commercially reasonable efforts, it is unable to comply with such obligations because of actions taken or not taken by Shire.
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Shire Agreement. The Parties acknowledge and agree that (i) pursuant to the Shire Agreement, Shire has been granted the right to take measures it deems appropriate to stop infringing activities in respect to Patent Rights and Know-How (which may be Acceleron Technology hereunder) in respect to “Licensed Compounds” and “Licensed Product” in the “Field” (each as defined in the Shire Agreement) in all countries of the world other than those of North America if Acceleron elects not to take any action, and Celgene’s right to enforce such Patent Rights and Know-How are subject to Shire’s prior rights; and (ii) to the extent that Shire is enforcing such Patent Rights or Know-How, Acceleron shall keep Celgene informed in accordance with this Section 8.3 and shall use commercially reasonable efforts to cause Shire to take the actions specified by this Section 8.3, if applicable to such Patent Right or Know-How, in a manner consistent with the Shire Agreement; provided that Acceleron will not be in breach of its obligations under this Section 8.3 if, after using such commercially reasonable efforts, it is unable to comply with such obligations because of actions taken or not taken by Shire.
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Shire Agreement. The Company shall have entered into the Termination, Licence Back and Option Agreement with Shire US Inc., a New Jersey corporation ("Shire"), amending the Licence Agreement dated March 24, 1998, between Shire and Parent in form and substance acceptable to the Investors.
Sample 1
Shire Agreement. 3.5.1 Glycyx undertakes to use all reasonable commercial efforts to ensure that Shire complies with all of Shire's obligations under or in connection with the Shire Agreement, including but not limited to:- 3.5.1.1 using all reasonable commercial endeavours to obtain Approvals in each of France, Germany and the Netherlands, as soon as reasonably practicable; and 3.5.1.2 making payment in full of all sums due to Glycyx under the Shire Agreement. 3.5.2 Glycyx shall within three Working Days of the Effective Date provide to Biorex a true and complete copy of the Shire Agreement as executed by the parties thereto and shall promptly notify Biorex of any changes or additions made to the Shire Agreement thereafter.
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Related to Shire Agreement

  • ENTIRE AGREEMENT/MISC This Agreement (including the attached Indemnification Provisions) embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified or waived except by an instrument in writing signed by both Placement Agent and the Company. The representations, warranties, agreements and covenants contained herein shall survive the closing of the Placement and delivery of the Securities. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof.

  • 10Entire Agreement This Agreement (including those specifications and documents incorporated by reference to URL locations which form a part of it) constitutes the entire agreement of the parties hereto pertaining to the operation of the TLD and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the parties on that subject.

  • ENTIRE AGREEMENT, ETC The Loan Documents and any other documents executed in connection herewith or therewith express the entire understanding of the parties with respect to the transactions contemplated hereby. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except as provided in Section 27.

  • Entire Agreement; Waiver (a) This Agreement constitutes the entire agreement between the Managing General Partner and you, and shall not be amended or modified in any way except by subsequent agreement executed in writing. Neither party to this Agreement shall be liable or bound to the other by any agreement except as specifically set forth in this Agreement. (b) The Managing General Partner and you may waive, but only in writing, any term, condition, or requirement under this Agreement that is intended for its benefit. However, any written waiver of any term or condition of this Agreement shall not operate as a waiver of any other breach of that term or condition of this Agreement. Also, any failure to enforce any provision of this Agreement shall not operate as a waiver of that provision or any other provision of this Agreement.

  • Entire Agreement; Integration This Agreement supersedes all prior agreements between or among any of the parties hereto with respect to the subject matter contained herein and therein, and such agreements embody the entire understanding among the parties relating to such subject matter.

  • Integration; Entire Agreement This Warrant is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Warrants. This Warrant supersedes all prior agreements and understandings between the parties with respect to such subject matter (other than warrants previously issued by the Company to the Warrantholder).

  • Entire Agreement; Supersedure This Agreement constitutes the entire agreement of the Members and their respective Affiliates relating to the subject matter hereof and supersedes all prior contracts or agreements with respect to such subject matter, whether oral or written.

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • Sole and Entire Agreement The parties acknowledge that this Arbitration Agreement constitutes the complete agreement of the parties on the subject matter contained herein, and supersedes any prior or contemporaneous oral or written agreement or understanding on the subject matter contained herein.

  • Integration and Entire Agreement This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto.

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