Takeda Sample Clauses

Takeda. During the Exclusivity Term, TAKEDA shall not, and shall cause each of its Affiliates to not, either on its own, or with, or for the benefit of, any Third Party, research, develop or commercialize any aptamer binding to a Program Target, except as provided under this Agreement.
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Takeda. Takeda represents and warrants that it has all requisite power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation by it of the actions contemplated hereby will be, upon delivery, duly and validly executed and delivered by Takeda and will constitute its legal, valid, and binding obligation.
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Takeda. Takeda represents and warrants on its own behalf and on behalf of its Affiliates that: (i) it has the legal power, authority and right to enter into this Agreement and to perform all of its obligations hereunder; (ii) this Agreement is a legal and valid obligation binding upon it and enforceable in accordance with its terms; (iii) it has the full right to enter into this Agreement, and to fully perform its obligations hereunder; (iv) it has not previously granted, and during the term of this Agreement will not knowingly make any commitment or grant any rights which are in conflict in any material way with the rights and licenses granted herein; (v) it shall conduct the Research Program with highly professional standards and in accordance with the Research Plan and all applicable laws; and (vi) it is not , as of the Effective Date, aware of any third party claims or legal proceedings, potential or otherwise, relating to the Takeda Technology..
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Takeda. Takeda agrees to indemnify, defend and hold Array and its Affiliates and their respective directors, officers, employees, agents and their respective successors, heirs and assigns (the "Array Indemnitees") harmless from and against any losses, costs, claims, damages, liabilities or expense (including reasonable attorneys' and professional fees and other expenses of litigation) (collectively, "Liabilities") arising, directly or indirectly out of or in connection with Third Party claims, suits, actions, demands or judgments, relating to (i) any Compounds, Derivative Compounds or Products manufactured, used, sold or otherwise distributed by or under authority of Takeda following the Research Program (including product liability claims), or (ii) any breach by Takeda of the representations and warranties made in this Agreement, except, in each case, to the extent such Liabilities result from a material breach of this Agreement by Array, negligence or intentional misconduct of Array.
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Takeda. From and after the Closing, if TSD or TPC exercises any right of set-off or credit against any payment included within the Takeda Revenue Stream, Forest shall cause the Seller or Development Partners to, promptly (and in any event within five (5) Business Days) following receipt of notice from the Buyer that the applicable payment of the Takeda Revenue Stream has been affected by such set-off or credit, pay to the Buyer the amount of such set-off or credit; provided, that neither Forest nor the Seller nor Development Partners shall have any obligation to pay to the Buyer, and the Buyer shall be solely responsible for, any set-off or credit or other reduction in the Takeda Revenue Stream that: (i) is made by TSD or TPC pursuant to Section 5.5 of the Takeda License Agreement; (ii) is made by TSD or TPC following the completion of the Takeda Asset Transfer, except to the extent in respect of an event or circumstance existing prior to the Takeda Asset Transfer (but, for the avoidance of doubt, subject to the other clauses of this Section 5.3(a); (iii) is made by TSD or TPC with respect to any claim based on any act of Forest or the Seller or Development Partners taken at the direction of the Buyer or any claim based on any failure to act on the part of Forest or the Seller or Development Partners where consent of the Buyer to Forest’s or the Seller’s or Development Partners’ taking such act had been withheld; (iv) is made by TSD or TPC with respect to any claim based on any act or failure to act of the Buyer; or (v) otherwise arises as a result of the assignment to the Buyer of the Takeda Purchased Revenue Rights or the completion of the Takeda Asset Transfer.
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Takeda. From and after the Closing: (1) Forest or the Transferors shall promptly inform the Buyer if any of Forest or the Seller or Development Partners becomes aware of any suspected infringement by a third party of any patent right within the Collaboration Patent Estate, and (2) subject to Section 5.4(h), Forest shall provide to the Buyer a copy of any written notice of any suspected infringement of any patent right in the Collaboration Patent Estate delivered or received under Section 11.3 of the Takeda License Agreement as soon as practicable and in any event not less than five (5) Business Days following such delivery.
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Takeda 
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Related to Takeda

  • Licensee Licensee represents and warrants that:

  • Licensor any Person from whom a Grantor obtains the right to use any Intellectual Property. Lien: any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on common law, statute or contract, including liens, security interests, pledges, hypothecations, statutory trusts, reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Property. Lien Waiver: an agreement, in form and substance satisfactory to Collateral Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Collateral Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for Collateral Agent, and agrees to deliver the Collateral to Collateral Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Collateral Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Collateral Agent upon request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Collateral Agent the right, vis-à-vis such Licensor, to enforce Collateral Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License.

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • Sublicensees Licensee shall have the full right (but not the obligation) to sublicense those rights granted to it under Section 2.1 to a Third Party (a “Sublicensee”); provided, however, that, prior to the payment of the first milestone pursuant to Section 7.2, Licensee may not grant any such sublicense to any contract research organization conducting Clinical Trials of Products or any Third Parties conducting contract Manufacturing activities without Licensee’s prior written notice (at least twenty (20) Business Days in advance) to Lilly, which shall include a description of the rights to be granted and the purpose therefor, the identity of the Third Party and the countries involved, and Lilly’s prior written consent, but such consent shall only be required (i) until such time as Licensee is the holder of record for the Regulatory Materials related to Taladegib and (ii) to the extent such organization is not performing services for Licensee as of the Effective Date; and provided further, that Licensee shall remain responsible for the performance by any of its Sublicensees. With respect to any Sublicensee granted a sublicense to any Commercialization rights hereunder, Licensee shall ensure that each of its Sublicensees accepts in writing all applicable terms and conditions of this Agreement, including the non-compete, reporting, audit, inspection and confidentiality provisions hereunder. Each Sublicensee shall also be prohibited from further sublicensing. For the avoidance of doubt, (a) Licensee will remain directly responsible for all amounts owed to Lilly under this Agreement, and (b) each Sublicensee is subject to the negative and restrictive covenants set forth in Sections 2.3.1 and 2.5, respectively. Licensee hereby expressly waives any requirement that Lilly exhaust any right, power or remedy, or proceed against a subcontractor, for any obligation or performance hereunder prior to proceeding directly against Licensee.

  • API If the Software offers integration capabilities via an API, your use of the API may be subject to additional costs or Sage specific policies and terms and conditions (which shall prevail in relation to your use of the API). You may not access or use the API in any way that could cause damage to us or the Software, or in contravention of any applicable laws. We reserve the right in our sole discretion, to: (i) update any API from time to time; (ii) place limitations around your use of any API; and (iii) deny you access to any API in the event of misuse by you or to otherwise protect our legitimate interests.

  • Commercialization Intrexon shall have the right to develop and Commercialize the Reverted Products itself or with one or more Third Parties, and shall have the right, without obligation to Fibrocell, to take any such actions in connection with such activities as Intrexon (or its designee), at its discretion, deems appropriate.

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