Transfer and License. 2.1 Subject to the terms and conditions of this AGREEMENT, Nitec AG hereby untertakes to transfer to Merck – through Nitec Germany – the MARKETING AUTHORIZATION for the PRODUCT and hereby grants to Merck an exclusive licence to use the TRADEMARK for the PRODUCT during the TERM of this AGREEMENT in the TERRITORY. The term exclusive license shall mean for the purpose of this AGREEMENT that Nitec shall not grant a license to use the TRADEMARK in the TERRITORY to any other party. 2.2 Merck is not entitled to transfer, assign or sublicense its granted rights pursuant to Article 2.1 without the prior written consent of Nitec AG. 2.3 Merck shall be considered as an independent contractor and shall not be considered a partner, agent or representative of Nitec. As such, no Party shall have the authority to create or assume any obligation in the name of the other Party nor to bind the other Party in any manner whatsoever.
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Samples: Transfer, License and Supply Agreement, Transfer, License and Supply Agreement (Horizon Pharma, Inc.), Transfer, License and Supply Agreement (Horizon Pharma, Inc.)
Transfer and License. 2.1 Subject to the terms and conditions of this AGREEMENT, Nitec AG hereby untertakes undertakes to transfer to Merck – — through Nitec Germany – — the MARKETING AUTHORIZATION for the PRODUCT and hereby grants to Merck an exclusive licence to use the TRADEMARK for the PRODUCT during the TERM of this AGREEMENT in the TERRITORY. The term exclusive license shall mean for the purpose of this AGREEMENT that Nitec shall not grant a license to use the TRADEMARK in the TERRITORY to any other party.
2.2 Merck is not entitled to transfer, assign or sublicense its granted rights pursuant to Article 2.1 without the prior written consent of Nitec AG.
2.3 Merck shall be considered as an independent contractor and shall not be considered a partner, agent or representative of Nitec. As such, no Party shall have the authority to create or assume any obligation in the name of the other Party nor to bind the other Party in any manner whatsoever.
Appears in 3 contracts
Samples: Transfer, License and Supply Agreement (Horizon Pharma, Inc.), Transfer, License and Supply Agreement (Horizon Pharma, Inc.), Transfer, License and Supply Agreement (Horizon Pharma, Inc.)
Transfer and License. 2.1 Subject to the terms and conditions of this AGREEMENT, Nitec AG hereby untertakes undertakes to transfer to Merck – — through Nitec Germany – — the MARKETING AUTHORIZATION for the PRODUCT and hereby grants to Merck an exclusive licence to use the TRADEMARK for the PRODUCT during the TERM of this AGREEMENT in the TERRITORY. The term exclusive license shall mean for the purpose of this AGREEMENT that Nitec shall not grant a license to use the TRADEMARK in the TERRITORY to any other party.
2.2 Merck is not entitled to transfer, assign or sublicense its granted rights pursuant to Article 2.1 without the prior written consent of Nitec AG.
2.3 Merck shall be considered as an independent contractor and shall not be considered a partner, agent or representative of Nitec. As such, no Party shall 3/22 have the authority to create or assume any obligation in the name of the other Party nor to bind the other Party in any manner whatsoever.
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