Transfer of Third Party Agreements. Within [***] after the Effective Date, Celgene shall notify Forma Inc. which of the third-party agreement(s) listed in Exhibit D (the “Third Party Agreements”) shall be transferred to Celgene (including which such Third Party Agreements Celgene requires be amended before transfer to Celgene), and Forma Inc. shall use Commercially Reasonable Efforts to transfer, or amend and transfer, as the case may be, to Celgene its rights and obligations under such Third Party Agreements. Forma Inc. represents and warrants to Celgene that the Third Party Agreements listed in Exhibit D are the only agreements of Forma Inc. or any of its Affiliates with Third Parties relating to the Licensed Compounds and/or Licensed Products that are necessary or reasonably useful to the research, development or manufacture of Licensed Compounds and/or Licensed Products. For those Third Party Agreements that Celgene does not elect to have transferred, and those Third Party Agreements Celgene requires be amended before transfer that Forma Inc. is unable to amend pursuant to the preceding sentence, Forma Inc. shall use reasonable efforts to wind down such Third Party Agreements. Any (a) known transition costs as of the effective date (which effective date transition costs are set forth on Exhibit D), (b) reasonable direct and out-of-pocket costs and expenses incurred by Forma Inc. in connection with such transfer (including without limitation costs and expenses incurred to amend any such Third Party Agreement so as to allow for its transfer to Celgene) and (c) reasonable direct and out-of-pocket costs and expenses incurred by Forma Inc. to wind-up or terminate any Third Party Agreement that is not transferred to Celgene, shall be borne by Celgene. Forma Inc. shall invoice Celgene for any such reasonable direct and out-of-pocket costs and expenses, and Celgene shall make the corresponding payment within [***] after receipt of such invoice. With respect to any Third Party Agreements requested by Celgene to be transferred to it that Forma Inc. is unable to transfer pursuant to this Section 2.3, the Parties shall cooperate with each other, upon written request from Celgene, in endeavoring to obtain for Celgene an arrangement which Celgene reasonably shall desire designed to provide for Celgene the same net benefits thereof as if such agreements had been transferred to Celgene.

Transfer of Third Party Agreements. 1.6.1 Upon the request of the Company, MEI and MTI shall provide reasonable assistance to the Company to obtain the following third party software licenses and hardware maintenance agreements: a. Xxxx b. Digital Contract c. PDS d. Microsoft Select e. other software licenses reasonably required by the Company to be able to operate as a stand-alone entity 1.6.2 Upon the request of the Company, MEI and MTI shall provide reasonable assistance to the Company in obtaining agreements with the following vendors: a. Federal Express/UPS/DHL b. MCI/AT&T/US West c. Pagenet 1.6.3 MEI and MTI make no representations or warranties as to whether any of the foregoing third party software licenses or other agreements may be transferable to or obtainable by the Company on terms acceptable to the Company.

Transfer of Third Party Agreements. (a) The third party agreements which the seller has listed on Actinium and any other agreements which the buyer and seller has decided mutually will be transferred from the seller to the buyer. (b) if the third party’s consent is needed to effectively complete the transfer of the third party agreement then the buyer and seller must undertake all reasonable actions to obtain consent by the third party before closing and if for some reason the consent is not obtained then the seller must terminate that agreement with the third party and help the buyer to enter into a similar agreement with the same or any other similar third party. (c) After the Closing has taken place then the seller should transfer all the rights, benefits and burden of the third party agreements which are being transferred in the sale and the buyer should accept the rights, benefits, burden of these third party agreements after closing. (d) if the Closing has taken place but the third party agreements are yet to be transferred than whoever is fulfilling the seller’s obligation under the third party agreement than that person should be held liable for the breaches occurred between the Closing and transfer of the third party agreements from seller to buyer.

Transfer of Third Party Agreements. Effective as of the Effective Date, Takeda agrees to assign, Xxxx agrees to accept, and the Parties will enter into an Assignment and Assumption Agreement substantially in the form of Exhibit J-1 hereto pursuant to which Takeda will assign, and Puma will accept, the Assigned Third Party Agreements in their entirety. [***]. Upon the occurrence of (i) and (ii) Takeda agrees to assign (or cause its Affiliate(s) to assign), Xxxx agrees to accept, and the Parties agree to enter into an Assignment and Assumption Agreement substantially in the form of Exhibit J-2 hereto pursuant to which Takeda (including Takeda’s respective Affiliates, if applicable) will assign, and Puma will accept, [***]. Each [***] will be deemed an Assigned Third Party Agreement as of the date it is assigned pursuant to an Assignment and Assumption Agreement. The Parties will reasonably cooperate following the Effective Date to prepare and execute any further documentation as may be necessary to effectuate such assignments. Details of the plan for assignment of [***]. Puma shall be solely responsible for all future performance of and obligations under the Assigned Third Party Agreements (including [***]).

Transfer of Third Party Agreements

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Third Party Agreements To use our Services you may need to enter into agreements with other service providers which we call “Third Party Service Providers”. For example, if you use our Services via our mobile app, you may need to enter into an agreement with your mobile device manufacturer and network operator. You agree to comply with the terms of the agreements you enter into with Third Party Service Providers and which are related to your use of our Services.
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. 2. When measures are taken with regard to technology transfer, the legitimate interests of the intellectual property right holders shall be protected.
Transfer of Licenses Lessee shall use reasonable efforts (i) to transfer to Lessor or Lessor’s nominee all licenses, operating permits and other governmental authorizations and all contracts, including contracts with governmental or quasi-governmental entities, that may be necessary for the operation of the Hotel (collectively, “Licenses”), or (ii) if such transfer is prohibited by law or Lessor otherwise elects, to cooperate with Lessor or Lessor’s nominee in connection with the processing by Lessor or Lessor’s nominee of any applications for, all Licenses; provided, in either case, that the costs and expenses of any such transfer or the processing of any such application shall be paid by Lessor or Lessor’s nominee.
Third Party Standstill Agreements During the period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving Parent). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.
Third-Party Agreements and Rights The Executive hereby confirms that the Executive is not bound by the terms of any agreement with any previous employer or other party which restricts in any way the Executive’s use or disclosure of information or the Executive’s engagement in any business. The Executive represents to the Company that the Executive’s execution of this Agreement, the Executive’s employment with the Company and the performance of the Executive’s proposed duties for the Company will not violate any obligations the Executive may have to any such previous employer or other party. In the Executive’s work for the Company, the Executive will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Executive will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.
Consent of Third Parties If any provision of this Agreement is dependent on the consent of any third party and such consent is withheld, the Parties hereto shall use their reasonable best efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties hereto shall negotiate in good faith to implement the provision in a mutually satisfactory manner.
Related Party Agreements 34 7.5 Cooperation................................................... 34 7.6 Conduct of Business Pending Closing........................... 35 7.7
Transfer of License Notwithstanding the provisions of conditions 13.1 and 13.2, if Customer sells or transfers the Equipment in which the Software operates, Kodak shall offer to license the Software, and to provide services, to any bona fide end user (“Transferee”) pursuant to Kodak’s then current standard terms, conditions and fees, provided that the Transferee is not considered, in Kodak’s discretion, a competitor of Kodak or its parent, affiliates or subsidiaries. To the extent that the Software is licensed to a Transferee in accordance with this condition, Customer’s license to use the Software shall be deemed terminated. Kodak shall offer to provide de-installation services for the Customer and re-installation and certification for the Equipment and Software and services for the Transferee at Kodak’s then current applicable fees.
THE CONTRACTS (RIGHTS OF THIRD PARTIES ACT 1999
Sublicense Agreements Sublicenses under this Section 2.3 shall be granted only pursuant to written agreements, which shall be subject to and consistent with the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect: 2.3.2.1 all provisions necessary to ensure Licensee’s ability to comply with Licensee’s obligation under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1; 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also shall state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 in the event of termination of the license set forth in Section 2.1.1 above (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)), any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.3; and 2.3.2.5 the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreement.

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