THE ISIS AGREEMENT Sample Clauses

THE ISIS AGREEMENT. (i) Isis Innovation Ltd. ("Isis") has reserved the right to grant to the University of Oxford (the "University") a license for the University and every employee, student, agent and appointee of the University to use and publish the technologies licensed by Isis to TolerRx under the Isis Agreement, only to the minimum extent expressly set forth therein ("Isis Retained Rights") for academic and research purposes; and this will include the right for the University to use the Isis Retained Rights as enabling technology in other research projects (including projects which benefit from third-party funding received from commercial entities). (ii) The University and every employee, student, agent and appointee of the University have reserved the right to transfer antibody owned by Isis and licensed to TolerRx under the Isis Agreement to any academic collaborator to use solely for academic and research purposes (not including commercially funded research purposes) for in vitro research, only to the minimum extent expressly set forth in the Isis Agreement. (iii) In the event that TolerRx, pursuant to the relevant term expressly set forth in the Isis Agreement, communicates to Isis any improvements which TolerRx makes to the technology licensed to TolerRx by Isis ("TolerRx's Improvement"), TolerRx shall ensure that: (1) the TolerRx's Improvement is made solely by TolerRx and does not contain or incorporate any of Genentech's proprietary material or information; (2) any communication to Isis regarding TolerRx's Improvement is properly identified as TolerRx's confidential information as to Isis; (3) the communication is made only after proper actions have been taken (including, but not limited to, filing of patent applications) to protect any intellectual property related to the TolerRx's Improvement; (4) prior to making such communication, TolerRx notifies Genentech and discloses to Genentech the content of such communication and (5) the communication regarding the TolerRx's Improvement is made by TolerRx to Isis solely for the purpose of Isis's evaluation of the TolerRx's Improvement for a potential license thereto by Isis, pursuant to the relevant term expressly set forth in the Isis Agreement.
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THE ISIS AGREEMENT. Certain restrictions on, and other terms relating to, the rights licensed from Isis are described in the following clauses excerpted from the Isis Agreement. Reference is made in clauses 5.3(c) and 5.3(d) of the Isis Agreement, reproduced below, to Exhibits 5.3(c) and 5.3(d), respectively, attached to the Addendum Transmittal to the Isis Agreement. The aforesaid Exhibits 5.3(c) and 5.3(d) are reproduced in their entirety at the end of this Schedule 3.1(e).
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Related to THE ISIS AGREEMENT

  • PARTIES TO THIS AGREEMENT This is an agreement for indemnity reinsurance solely between the Company and the Reinsurer. The performance of the obligations of each Party under this Agreement shall be rendered solely to the other Party. The acceptance of risks under this Agreement shall create no right or legal relationship between the Reinsurer and the insured, owner or beneficiary of any insurance policy or other contract of the Company.

  • LAW GOVERNING THIS AGREEMENT This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state or federal courts located in New York City, New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The parties executing this Agreement and other agreements referred to herein or delivered in connection herewith on behalf of the Company agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Registered Offering Transaction Documents by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

  • NOW THIS AGREEMENT WITNESSES —

  • Compliance with this Agreement The Purchaser shall have performed and complied with all of its agreements and conditions set forth or contemplated herein that are required to be performed or complied with by the Purchaser on or before the Closing Date.

  • Amendment to this Agreement No provision of this Agreement may be changed, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought.

  • CHANGING THIS AGREEMENT We may change this Agreement, including (for example) changing the addresses and telephone numbers you should use to contact us, changing fees, adding new fees, changing the Daily Periodic Rates and corresponding APRs or increasing your required minimum payment. We may change this Agreement based on economic or market conditions, our business strategies or for any other reason (including reasons unrelated to you or your Account). Any changes we make to this Agreement may apply to new transactions and/or then-existing balances as described in any notice we are required to provide to you. We will notify you of changes to this Agreement as required by applicable law. We will mail any required written notice to the address we have on file for your Account.

  • TERMINATING THIS AGREEMENT You can terminate this Agreement at any time by notifying us in writing and by discontinuing the use of your Logon ID. We can also terminate this Agreement and revoke access to Online Banking at any time. Whether you terminate the Agreement or we terminate the Agreement, the termination will not affect your obligations under this Agreement, even if we allow any transaction to be completed with your Logon ID after this Agreement has been terminated.

  • Amendments to this Agreement This Agreement may only be amended by the parties in writing.

  • Changes to this Agreement We may make changes to this Agreement from time to time on the basis that you are able to end the Agreement without charge by us.

  • ENDING THIS AGREEMENT We may end this Agreement, close the Account or limit your right to access the Account at any time without telling you in advance. The Primary Cardholder may also end this Agreement by telling us. Even if this Agreement is cancelled, the Primary Cardholder is still responsible to pay all amounts owing on the Account. When the Agreement ends, benefits, services and coverages will automatically end, or we can cancel or change them at our discretion.

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