Subject to Clause 12. 4.1 above, Nuvectis shall consent to the cancellation of any formal licence granted to it, or of any registration of it in any register, in relation to any of the Licensed Patents and/or Additional Licensed Patents licensed as part of the Collaboration IP;
Subject to Clause 12. 2, all Intellectual Property in the Study Materials will vest automatically upon its creation in the Sponsor, and the Institution presently assigns to the Sponsor all Intellectual Property rights contained in the Study Materials. The Institution agrees to execute or procure the execution by its Personnel of any documents reasonably necessary to give effect to this assignment, at the Sponsor’s expense.
Subject to Clause 12. 5, Licensee may terminate the license for the applicable Licensed Product(s) at any time by uninstalling and destroying the relevant Licensed Product and Documentation and all copies thereof.
Subject to Clause 12. 1, the Supplier’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Contract, shall be limited to 50% of the total charges paid under the Contract.
Subject to Clause 12. 1 the Courier’s liability to the Client for physical direct loss or damage to the goods is also subject to the exclusions set out in the “Institute Cargo Clauses A and Strikes (Cargo) Clauses” issued by the London Institute Underwriters as amended by them from time to time.
Subject to Clause 12. 4, where the Buyer has approved drawings in accordance with this Clause, the Seller must manufacture or supply Goods in accordance with drawings approved by the Buyer.
Subject to Clause 12. 1:
(a) each party shall not be liable to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Agreement; and
(b) each party’s aggregate liability to the other party for all other losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the Price.
Subject to Clause 12. 6.6, a Notice shall be effective upon receipt and shall be deemed to have been received:
(i) at the time recorded by the delivery company, in the case of recorded or special delivery;
(ii) at the time of delivery, if delivered by hand or courier; or
(iii) at the time of sending, if sent by email, provided that receipt shall not occur if the sender receives an automated message indicating that the message has not been delivered to the recipient.
Subject to Clause 12. 2, except with the consent of the Company (including at least one director appointed by the Investor), the Executive will not, during the Period of Restraint and anywhere in the Area of Restraint:
(a) either directly or indirectly and whether as principal, partner, director, agent, consultant, employee, assistant, investor or otherwise howsoever be engaged, participate or be interested in carrying on any business in competition with the Business or the business of any Subsidiary, nor permit any of their names to be used in connection with such business, with the exception of such businesses (if any) as may have been notified in writing by the Executive to the Company before the Commencement Date or agreed to by the Investor during the period of its investment in the Company; or
(b) entice or endeavour to entice into employment any person who was a director or an employee of the Company at any time in the 12 months prior to the Termination Date.
Subject to Clause 12. 5 hereof, the Borrower shall indemnify the Lender and any other person appointed by it and their respective officers and employees against all claim, liabilities, damages, costs and expenses of any kind which may be incurred by them and all actions or proceedings which may be brought by or against them in connection with the provision of the Loan and/or the enforcement of this Agreement and this indemnity shall continue notwithstanding the termination of this Agreement.
