Transfer of Certain Trademarks Sample Clauses

Transfer of Certain Trademarks. On the Closing Date, Purchaser shall prepare and deliver to Novartis or its Affiliate in the Territory all assignment documents for the transfer of those Trademarks listed in Part A of Annex 1 from Novartis or its Affiliates to Purchaser in the relevant trademark registries (the “TM Assignment Documents”). Novartis or its relevant Affiliate and Purchaser will execute the TM Assignment Documents and Purchaser shall be responsible for filing the TM Assignment Documents with the relevant trademark registries at its sole cost and expense, including all filing costs, notarization and external fees. Novartis’ sole obligation with regard to the transfer of the Trademarks listed in Part A of Annex 1 will be to execute the TM Assignment Documents and to assist with related formalities. A copy of the TM Assignment Documents is included herein in Annex 9. TRIBUTE PHARMACEUTICALS CANADA INC. Portions herein identified by [**] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.
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Transfer of Certain Trademarks. CTF shall cause its designee to execute and the Buyer shall execute the Trademark Assignment Agreement in the form attached hereto as Exhibit J.
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Transfer of Certain Trademarks. On the Closing Date, Purchaser shall prepare and deliver to Novartis or its Affiliate in the Territory all assignment documents for the transfer of those Trademarks listed in Part A of Annex 1 from Novartis or its Affiliates to Purchaser in the relevant trademark registries (the “TM Assignment Documents”). Novartis or its relevant Affiliate and Purchaser will execute the TM Assignment Documents and Purchaser shall be responsible for filing the TM Assignment Documents with the relevant trademark registries at its sole cost and expense, including all filing costs, notarization and external fees. Novartis’ sole obligation with regard to the transfer of the Trademarks listed in Part A of Annex 1 will be to execute the TM Assignment Documents and to assist with related formalities. A copy of the TM Assignment Documents is included herein in Annex 9. Executed copy CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY TRIBUTE PHARMACEUTICALS CANADA INC. Portions herein identified by [**] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.
Sample 1
Transfer of Certain Trademarks. On the Closing Date, Purchaser shall prepare and deliver to Novartis or its Affiliate in the Territory all assignment documents for the transfer of those Trademarks listed in Part A of Annex 1 from Novartis or its Affiliates to Purchaser in the relevant trademark registries (the “TM Assignment Documents”). Novartis or its relevant Affiliate and Purchaser will execute the TM Assignment Documents and Purchaser shall be responsible for filing the TM Assignment Documents with the relevant trademark registries at its sole cost and expense, including all filing costs, notarization and external fees. Novartis’ sole obligation with regard to the transfer of the Trademarks listed in Part A of Annex 1 will be to execute the TM Assignment Documents and to assist with related formalities. A copy of the TM Assignment Documents is included herein in Annex 9.
Sample 1
Transfer of Certain Trademarks. Beijing Commerce shall have enter into a transfer agreement with Shanghai Lefeng in a form to the reasonable satisfaction of the Purchaser to transfers the trademark(s) set forth on Exhibit C to Shanghai Lefeng.
Sample 1
Transfer of Certain Trademarks. Sellers will ensure that EMD Chemicals Inc. transfers the Trademark EpiPen prior to the Effective Date to an entity to be designated by Purchaser. Seller 1 will transfer the Trademarks Duranifin and
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Transfer of Certain Trademarks. As soon as reasonably practicable after (i) the Consultants receive all of the payments due to them hereunder and (ii) GJCH makes all of the required payments to GJGC under the trademark license agreement by and between GJGC and GJCH of even date herewith (the “Trademark License Agreement”), and subject to the satisfaction of all of the conditions contained in the Brand Management Agreement, GJGC shall transfer to GJCH all of GJGC’s right, title and interest in and to the trademarks and the trademark applications (the “Marks”) that are subject to the Trademark License Agreement. Such transfer shall be effected pursuant to a trademark assignment in substantially in the form of the Trademark Assignment delivered by GJGC to GJCH at the Closing of the transactions contemplated by the Asset Purchase Agreement.
Sample 1
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Related to Transfer of Certain Trademarks

  • Certain Transfers Void Any purported Transfer of shares of Common Stock or Restricted Shares in breach of any provision of this Agreement shall be void and ineffectual, and shall not operate to Transfer any interest or title in the purported transferee.

  • Transfers of Certain Rights Except as otherwise provided for in Section 8 hereof, the rights granted to the Investors in this Agreement may be transferred by the Investor to a Qualified Buyer or a Permitted Transferee (provided such Permitted Transferee or Qualified Buyer holds at least fifty percent (50%) of the Shares or the Series B Conversion Shares purchased by such Investor at the Closing), and by such transferee to a subsequent Qualified Buyer or Permitted Transferee (provided such Qualified Buyer or Permitted Transferee holds at least fifty percent (50%) of the Shares or Series B Conversion Shares purchased by the original Investor at the Closing). Any Permitted Transferee or Qualified Buyer to whom rights under this Agreement are transferred shall (a) as a condition to such transfer, deliver to the Company a written instrument by which such Permitted Transferee or Qualified Buyer agrees to be bound by the obligations imposed upon the Investor under this Agreement to the same extent as if she, he or it were an Investor under this Agreement and (b) be deemed to be an investor hereunder.

  • Effect of Certain Transactions Subject to Section 9, in the event of (a) the liquidation or dissolution of the Company or (b) a merger or consolidation of the Company (a “Transaction”), the Option shall continue in effect in accordance with its terms, except that following the Transaction either (i) each outstanding Option shall be treated as provided for in the plan of liquidation or dissolution adopted, or the agreement entered into, in connection with the Transaction or (ii) if not so provided in such plan or agreement, the Optionee shall be entitled to receive in respect of each share of Common Stock subject to the Option, upon exercise of the Option, the same number and kind of stock, securities, cash, property or other consideration that each holder of a share of Common Stock was entitled to receive in the Transaction in respect of a share of Common Stock; provided, however, that such stock, securities, cash, property, or other consideration shall remain subject to all of the conditions, restrictions and performance criteria which were applicable to the Option prior to such Transaction.

  • Exclusion of Certain Transactions (i) If the Company or the Operating Partnership shall propose to enter into any transaction in which the Advisor, any Affiliate of the Advisor or any of the Advisor’s directors or officers has a direct or indirect interest, then such transaction shall be approved by a majority of the Board not otherwise interested in such transaction, including a majority of the Independent Directors.

  • Construction of certain terms In this Agreement:

  • Transfer of Know-How For the avoidance of doubt, unless specifically stated otherwise, nothing under this Agreement shall obligate Licensor to provide or otherwise make available to Licensee any copies or embodiments of any Know-How or make or provide or otherwise make available to Licensee any updates to any Know-How (even if Licensor or its Affiliates updates same for their own use).

  • Survival of Certain Terms The provisions of Sections 9, 10, 11, 14 and 22 of this Agreement shall survive the termination of this Agreement; provided, however, that the survival of such provisions after the termination of this Agreement shall in no way constitute an extension of the Term. Except as set forth in the prior sentence, all other rights and obligations of the Parties shall cease upon termination of this Agreement.

  • Certain Transfers The sale of all or substantially all of Tenant's assets (other than bulk sales in the ordinary course of business) or, if Tenant is a corporation, an unincorporated association, or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, or partnership in the aggregate of twenty-five percent (25%) (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof) shall be deemed an assignment within the meaning and provisions of this Article. Notwithstanding the foregoing, Landlord's consent shall not be required for the assignment of this Lease as a result of a merger by Tenant with or into another entity, so long as (i) the net worth of the successor entity after such merger is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such merger, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such merger, (ii) Tenant shall provide to Landlord, prior to such merger, written notice of such merger and such assignment documentation and other information as Landlord may request in connection therewith, and (iii) all of the other terms and requirements of this Article shall apply with respect to such assignment.

  • Effect of Certain Terminations In the event of termination of this Agreement pursuant to Article VII, written notice thereof shall be given to the other party or parties, specifying the provision of this Agreement pursuant to which such termination is made, and this Agreement, except for the last sentence of Section 5.2, Section 5.5, Section 5.6, Article VII and Article VIII, shall forthwith become null and void and there shall be no liability on the part of any party to this Agreement and all rights and obligations of the parties hereto under this Agreement shall terminate, except for the last sentence of Section 5.2 and the provisions of Section 5.5, Section 5.6, Article VII and Article VIII shall survive such termination; provided that nothing herein shall relieve any party hereto from any liability for any intentional or willful and material breach by such party of any of its representations, warranties, covenants or agreements set forth in this Agreement and all rights and remedies of a nonbreaching party under this Agreement in the case of such intentional or willful and material breach, at law or in equity, shall be preserved.

  • Transfer of Technology 1. The Parties agree to exchange views and information on their law and international practices on the protection and enforcement of intellectual property rights, affecting transfer of technology. This shall, in particular, include exchanges on measures to facilitate information flows, business partnerships, and voluntary licensing and subcontracting agreements. Particular attention shall be paid to the conditions necessary to create an adequate enabling environment for technology transfer in the host countries, including issues such as the domestic legal framework and the development of human capital.

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