Stanford Agreement Sample Clauses

Stanford Agreement. Company agrees to comply directly with the obligations set forth in the Stanford Agreement that arise as a result of the activities of Company and its Affiliates, licensees and sublicensees under this Agreement (including timely paying to Gen-Probe the royalties payable to Stanford or its successors or assigns under the Stanford Agreement in accordance with Section 3.1(b) of this Agreement). Gen-Probe agrees to comply directly with obligations of Gen-Probe under the Stanford Agreement, if any, other than the obligations which Company agrees to comply with directly pursuant to the preceding sentence. In the event Stanford notifies Gen-Probe or Company of a default or breach under the Stanford Agreement related to any failure by Company to comply directly with the obligations set forth in the Stanford Agreement that arise as a result of the activities of Company and its Affiliates under this Agreement, Gen-Probe shall have the right, but not the obligation, to take such actions and/or make such payments as reasonably necessary or appropriate to cure such default or breach, and Company shall promptly reimburse Gen-Probe therefor. Company agrees that the sublicenses and rights granted under this Agreement with respect to the Stanford Patents are subject to all terms, conditions and obligations under the Stanford Agreement.
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Stanford Agreement. The patent rights designated as “Selective Amplification”, U.S. Patent No. 5,437,990 (Item A.2 on Schedule 8.7) Application No. 080,479 with a filing date of July 31, 1987 are sublicensed to Novartis by Gen-Probe under the terms of a co-exclusive license agreement (the “Stanford Agreement”) effective April 27, 1997 between Gen-Probe and The Board of Trustees of the Xxxxxx Xxxxxxxx Junior University, Palo Alto, California (“Stanford”). Under the terms of the Stanford Agreement, certain provisions as set forth in Schedule 8.9 attached hereto are incorporated into this Agreement by reference.
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Stanford Agreement. (a) Alexion acknowledges and agrees that: (i) Eidos obtained the rights to certain Eidos IP from Xxxxxx Xxxxxxxx Junior University (“Stanford”) under that certain Exclusive (Equity) Agreement, dated April 1, 2016, as amended, by and between Stanford and Eidos, as may be amended from time to time (the “Stanford Agreement”); (ii) the License constitutes a sublicense under the Stanford Agreement and, [***], to the extent required under Section 4.3(A) of the Stanford Agreement, Alexion is subject to and will comply with its obligations under the Stanford Agreement as a sublicensee thereunder; (iii) [***], Alexion acknowledges and agrees that it shall comply with Sections 4.4 (Litigation by Sublicensee), 8.4 (Accounting), 8.5 (Audit by Stanford), 8.6 (Paying for Audit), and Articles 9 (Exclusions and Negation of Warranties) and 10 (Indemnity) of the Stanford Agreement as such relate to Alexion as a sublicensee under the Stanford Agreement, which, as required by Section 4.3(D) and (E) of the Stanford Agreement, shall be deemed included in this Agreement for the benefit of Stanford, and these Sections and Articles are attached hereto in Exhibit 2.4; and (iv) notwithstanding any provision of this Agreement to the contrary, (i) Eidos may provide a copy of this Agreement, and any amendment to this Agreement, to Stanford, and (ii) Eidos may provide to Stanford any information required to be provided in accordance with the Stanford Agreement subject to Stanford’s obligations of confidentiality thereunder. (b) Eidos acknowledges and agrees that: (i) it has provided Alexion with a true and complete copy of the Stanford Agreement as it exists as of the Effective Date; (ii) it is solely responsible for making all payments due under the Stanford Agreement; and (iii) notwithstanding the foregoing, following the Effective Date, Eidos shall use commercially reasonable efforts [***].
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Stanford Agreement. The Company does not owe any royalty payments to Stanford and does not have any obligation to pay any running royalties or other similar amounts under the Stanford Agreement based upon the grant or any exercise of rights under the Nidek-TMLS Sublicense Agreement for the sale of Licensed Products (as defined in the Nidek-TMLS Sublicense Agreement) by Nidek.
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Stanford Agreement. In addition to the foregoing, Buyer hereby agrees to the Company’s sale and issuance of an additional $5,000,000 of convertible debentures to Stanford Venture Capital Holdings, Inc. (“Stanford”) on substantially similar terms hereunder subject to Stockholder Approval as set forth in Section 1(e) below (the “Stanford Closing”).
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Stanford Agreement. The patent rights designated as "Selective Amplification", U.S. Patent No. 5,537,990 are sublicensed to BMX by GP under the terms of a co-exclusive license agreement (the "Stanford Agreement") effective April 27, 1997 between Gen-Probe and The Board of Trustees of the Lxxxxx Xxxxxxxx Junior University, Palo Alto, California ("Stanford"). Under the terms of the Stanford Agreement, certain provisions as set forth in Schedule H, attached hereto, are incorporated into this Agreement by reference.
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Stanford Agreement. The Stanford Agreement: (i) is valid and binding upon the Corporation and, to the knowledge of the Seller, the other parties thereto; (ii) is in full force and effect; and (iii) has not been breached by the Corporation or, to the knowledge of the Seller, any other party thereto, nor is there any event or condition which, with the passage of time would constitute a material default or a material breach by the Corporation or any third party. No party to the Stanford Agreement has indicated to the Corporation, nor does the Seller have any reasonable basis to believe that any party to the Stanford Agreement shall indicate, that it intends to cancel, withdraw, modify or amend any of same. There is no consent or approval required from any party to the Stanford Agreement in order to complete the transactions contemplated by this Agreement. A true and complete copy of the Stanford Agreement has been delivered to the Purchaser or counsel for the Purchaser.
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Stanford Agreement. Under the Stanford Agreement, Sutro may use intellectual property that was licensed to Sutro from Stanford University under the Stanford Agreement for purposes of Manufacturing and supplying CFE as set forth in Section 5.2(a). Sutro will be solely and exclusively responsible and make payment (at no additional cost to Ipsen) of all license maintenance fees, Sublicense Income (as defined in the Stanford Agreement), royalty obligations, milestone payments and all other payments, including patent prosecution and enforcement payments, that Sutro or any of its Affiliates is required to pay to Stanford University under, or in connection with, the Stanford Agreement or any corresponding license agreement later negotiated between Sutro and Stanford University to license the intellectual property rights granted by Stanford University to Sutro under, or in connection with, the Stanford Agreement. Upon Initiation of CFE Technology Transfer and Ipsen, its Affiliate or CMO commencing manufacture of CFE, Sutro will [*]. For clarity, [*]
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Related to Stanford Agreement

  • License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.

  • Collaboration Agreement The Collaboration Agreement shall not have been terminated in accordance with its terms and shall be in full force and effect.

  • Development Agreement As soon as reasonably practicable following the ISO’s selection of a transmission Generator Deactivation Solution, the ISO shall tender to the Developer that proposed the selected transmission Generator Deactivation Solution a draft Development Agreement, with draft appendices completed by the ISO to the extent practicable, for review and completion by the Developer. The draft Development Agreement shall be in the form of the ISO’s Commission-approved Development Agreement for its reliability planning process, which is in Appendix C in Section 31.7 of Attachment Y of the ISO OATT, as amended by the ISO to reflect the Generator Deactivation Process. The ISO and the Developer shall finalize the Development Agreement and appendices as soon as reasonably practicable after the ISO’s tendering of the draft Development Agreement. For purposes of finalizing the Development Agreement, the ISO and Developer shall develop the description and dates for the milestones necessary to develop and construct the selected project by the required in-service date identified in the Generator Deactivation Assessment, including the milestones for obtaining all necessary authorizations. Any milestone that requires action by a Connecting Transmission Owner or Affected System Operator identified pursuant to Attachment P of the ISO OATT to complete must be included as an Advisory Milestone, as that term is defined in the Development Agreement. If the ISO or the Developer determines that negotiations are at an impasse, the ISO may file the Development Agreement in unexecuted form with the Commission on its own, or following the Developer’s request in writing that the agreement be filed unexecuted. If the Development Agreement is executed by both parties, the ISO shall file the agreement with the Commission for its acceptance within ten (10) Business Days after the execution of the Development Agreement by both parties. If the Developer requests that the Development Agreement be filed unexecuted, the ISO shall file the agreement at the Commission within ten (10) Business Days of receipt of the request from the Developer. The ISO will draft, to the extent practicable, the portions of the Development Agreement and appendices that are in dispute and will provide an explanation to the Commission of any matters as to which the parties disagree. The Developer will provide in a separate filing any comments that it has on the unexecuted agreement, including any alternative positions it may have with respect to the disputed provisions. Upon the ISO’s and the Developer’s execution of the Development Agreement or the ISO’s filing of an unexecuted Development Agreement with the Commission, the ISO and the Developer shall perform their respective obligations in accordance with the terms of the Development Agreement that are not in dispute, subject to modification by the Commission. The Connecting Transmission Owner(s) and Affected System Operator(s) that are identified in Attachment P of the ISO OATT in connection with the selected transmission Generator Deactivation Solution shall act in good faith in timely performing their obligations that are required for the Developer to satisfy its obligations under the Development Agreement.

  • Valid Agreement This Agreement has been duly executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

  • Consortium Agreement agreement entered into by and between the Manager and the Contractors, pursuant to Annex X.

  • License Agreements (a) Each Borrower and Guarantor shall (i) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to which it is a party to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that, subject to Section 9.19(b) below, such Borrower or Guarantor may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Borrower or Guarantor; provided, that, such Borrower or Guarantor (as the case may be) shall give Agent not less than thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (iv) give Agent prompt written notice of any material License Agreement entered into by such Borrower or Guarantor after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Agent may request, (v) give Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a notice from such Borrower or Guarantor) a copy of each notice of default and every other notice and other communication received or delivered by such Borrower or Guarantor in connection with any material License Agreement which relates to the right of such Borrower or Guarantor to continue to use the property subject to such License Agreement, and (vi) furnish to Agent, promptly upon the request of Agent, such information and evidence as Agent may reasonably require from time to time concerning the observance, performance and compliance by such Borrower or Guarantor or the other party or parties thereto with the material terms, covenants or provisions of any material License Agreement. (b) Each Borrower and Guarantor will either exercise any option to renew or extend the term of each material License Agreement to which it is a party in such manner as will cause the term of such material License Agreement to be effectively renewed or extended for the period provided by such option and give prompt written notice thereof to Agent or give Agent prior written notice that such Borrower or Guarantor does not intend to renew or extend the term of any such material License Agreement or that the term thereof shall otherwise be expiring, not less than sixty (60) days prior to the date of any such non-renewal or expiration. In the event of the failure of such Borrower or Guarantor to extend or renew any material License Agreement to which it is a party, Agent shall have, and is hereby granted, the irrevocable right and authority, at its option, to renew or extend the term of such material License Agreement, whether in its own name and behalf, or in the name and behalf of a designee or nominee of Agent or in the name and behalf of such Borrower or Guarantor, as Agent shall determine at any time that an Event of Default shall exist or have occurred and be continuing. Agent may, but shall not be required to, perform any or all of such obligations of such Borrower or Guarantor under any of the License Agreements, including, but not limited to, the payment of any or all sums due from such Borrower or Guarantor thereunder. Any sums so paid by Agent shall constitute part of the Obligations. (c) No Borrower or Guarantor shall assign, sell, mortgage, lease, transfer, pledge, hypothecate, grant a security interest in or lien upon, encumber, grant an exclusive or non-exclusive license relating to any Intellectual Property, or otherwise dispose of any Intellectual Property, in each case without the prior written consent of Agent, except that any Borrower or Guarantor may, after written notice to Agent, grant a non-exclusive license relating to any Intellectual Property to another Borrower or Guarantor in the ordinary course of business.

  • Software License Agreement 1) Customers acquiring software licenses under the Contract shall hold, use and operate such software subject to compliance with the Software License Agreement set forth in Appendix D of this Contract. No changes to the Software License Agreement terms and conditions may be made unless previously agreed to between Vendor and DIR. Customers may not add, delete or alter any of the language in Appendix D; provided however, that a Customer and Vendor may agree to additional terms and conditions that do not diminish a term or condition in the Software License Agreement, or in any manner lessen the rights or protections of Customer or the responsibilities or liabilities of Vendor. Order Fulfiller shall make the Software License Agreement terms and conditions available to all Customers at all times. 2) Compliance with the Software License Agreement is the responsibility of the Customer. DIR shall not be responsible for any Customer’s compliance with the Software License Agreement. If DIR purchases software licenses for its own use under this Contract, it shall be responsible for its compliance with the Software License Agreement terms and conditions.

  • End User License Agreement This work is licensed under a Creative Commons Attribution-NonCommercial-NoDerivs 3.0 Unported License. xxxx://xxxxxxxxxxxxxxx.xxx/licenses/by-nc-nd/3.0/ You are free to: Share: to copy, distribute and transmit the work Under the following conditions: Attribution: You must attribute the work in the manner specified by the author (but not in any way that suggests that they endorse you or your use of the work).

  • Sublicense Agreements Sublicenses under this Section 2.3 shall be granted only pursuant to written agreements, which shall be subject to and consistent with the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect: 2.3.2.1 all provisions necessary to ensure Licensee’s ability to comply with Licensee’s obligation under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1; 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also shall state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 in the event of termination of the license set forth in Section 2.1.1 above (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)), any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.3; and 2.3.2.5 the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreement.

  • Supply Agreement Seller and Buyer, or their Affiliates, shall have executed the Supply Agreement.

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