Transfer of Third Party Agreements Sample Clauses

Transfer of Third Party Agreements. 2.4.1 Within [***] after the Effective Date, Celgene shall notify Forma Inc. which of the third-party agreements 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) [***], (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 2.4, 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.
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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.
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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 [***]).
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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:
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Transfer of Third Party Agreements 
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Related to Transfer of Third Party Agreements

  • Third Party Agreements Nothing in this Section 5.3 shall require any Party to violate any Contract or arrangement with any Third Party regarding the confidentiality of confidential and proprietary information relating to that Third Party or its business; provided, however, that in the event that a Party is required under this Section 5.3 to disclose any such information, such Party shall use commercially reasonable efforts to seek to obtain such Third Party’s consent to the disclosure of such information. The Parties also acknowledge that the Other Parties’ Auditors are subject to contractual, legal, professional and regulatory requirements which such auditors are responsible for complying with.

  • 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.

  • 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.

  • Transfer of Intellectual Property The Executive hereby agrees to transfer to the Company and/or its subsidiaries and consolidated affiliated entities all intellectual property rights in the works created during the Employment or other intellectual property rights deemed to be occupational works in accordance with applicable laws and regulations (the “Occupational Works”). The “intellectual property rights” as referred to in this Agreement means all current and future intellectual property rights, including but not limited to patent rights, trademarks or copyrights in any country, whether registered or not. The Executive agrees that, throughout the course of the Employment and at all times thereafter, the Executive shall execute necessary documents and take necessary action to implement transfer of the Occupational Works to the Company or its consolidated affiliated entities. The Executive acknowledged that the Company shall, where permitted by applicable laws and regulations, hold all rights and interests in the Occupational Works, including any patent or copyrights. The Executive further agrees that, throughout the course of the Employment and at all times thereafter, the Executive and his or her heirs, assignees and representatives will, upon the Company’s requests, assign exclusively to the Company or any of its subsidiaries and consolidated affiliated entities any right, title and interest in the Occupational Work and assist in the preparation and execution of all applications and instruments and carry out other tasks or procedures necessary in accordance with applicable laws and regulations for the Company to obtain and maintain the patent and other intellectual property right in any applicable jurisdictions and/or protecting the rights and interests of the Company and/or any of its subsidiaries and consolidated affiliated entities in the Occupational Works.

  • 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.

  • 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).

  • Related Party Agreements 34 7.5 Cooperation................................................... 34 7.6 Conduct of Business Pending Closing........................... 35 7.7

  • Sublicense Agreements Sublicenses shall only be granted pursuant to written agreements, which shall be in compliance and not inconsistent with and shall be subject and subordinate to the terms and conditions of this Agreement (each, a "Sublicense Agreement"). Each such sublicense agreement shall contain, among other things, provisions to the following effect:

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