UNC Agreement. (a) The license grants by EPIZYME to CELGENE set forth in this Section 5.1 include, as applicable to Available Targets, Selected Targets and Compounds (including Licensed Compounds) and Licensed Products Directed to such Targets, the sublicense of certain rights licensed to EPIZYME under the UNC Agreement. CELGENE’s rights and licenses under, or with respect to, such sublicense rights are subject to the restrictions, limitations and obligations imposed on or applicable to EPIZYME’s sublicensees set forth in Articles 6 (excluding Sections 6.2 and 6.3) and 11 and Sections 2.4, 2.5, 2.6, 2.7, 2.8, 4.2, 4.3, 9.2, 9.3, 9.4, 12.1.1, 12.1.3, 12.4, 12.5 and 12.7 of the UNC Agreement. Further, CELGENE acknowledges the disclaimer of warranty and limitation of liability set forth in Article 10 of the UNC Agreement. (b) Any obligations required by the UNC Agreement to be included in a sublicense thereunder as set forth in Section 5.1.6(a) above, shall, with respect to the applicable Available Targets, Selected Targets and Compounds (including Licensed Compounds) and Licensed Products Directed to such Targets, be deemed to be included in this Agreement and shall be further included by CELGENE in any sublicense granted by CELGENE under this Agreement with respect to such Available Targets, Selected Targets and Compounds (including Licensed Compounds) and Licensed Products Directed to such Targets. (c) Without limiting Section 11.1 of this Agreement, in no event will CELGENE, its Affiliates or Sublicensees be responsible or liable for any payment or indemnification obligations for which EPIZYME is responsible or liable pursuant to the UNC Agreement.

UNC Agreement. Company hereby (a) acknowledges the [***].

UNC Agreement. Notwithstanding the exclusive sublicenses granted by Miragen to Servier pursuant to Section 2.1 of this Agreement with respect to intellectual property licensed to Miragen pursuant to the UNC Agreement (such intellectual property, the “Licensed Technology”), Miragen’s license to the Licensed Technology is not completely exclusive because (a) the University of North Carolina at Chapel Hill (“UNC”) retains the right to use the Licensed Technology for its own internal research, teaching and other educationally-related non-commercial purposes and (b) to the extent that such Licensed Technology is an invention that is claimed in a patent application or issued patent and that was made with funding from the United States government, the United States government retains rights to such inventions as specified in 00 Xxxxxx Xxxxxx Code Sections 200-212 and 37 Code of Federal Regulations Part 401.

UNC Agreement. (a) Licensee acknowledges and agrees that Xxxxx obtained the rights to the UNC Patents and UNC Technology through the UNC Agreement and that Licensee has received a copy thereof. Licensee’s rights and obligations under this Agreement as they relate to the license of the UNC Patents and UNC Technology shall be subject to terms and conditions of the UNC Agreement. Licensee acknowledges that if UNC renders the license granted under the UNC Agreement non-exclusive in accordance with the UNC Agreement with respect to any or all UNC Patents, the statement that the license granted by Novan under Section 2.1 is “exclusive” shall not include exclusivity as to any non-exclusive rights of UNC under such UNC Patents. (b) For so long as Novan is required to make payments under the UNC Agreement, Licensee shall pay the following payments directly to UNC, and shall copy Novan on all remittances: (i) During the term of this Agreement, on a country-by-country and Covered Product-by-Covered Product basis, Licensee will pay UNC a running royalty of [***] percent ([***]%) of all Net Sales of Covered Products sold by Licensee, any of its Affiliates and Sublicensees. For clarity, the obligation to pay royalties under this Section 2.6(b)(i) shall be imposed only once (i) with respect to any sale of any Covered Product, and (ii) with respect to any Covered Product, in each case regardless of whether such Covered Product, or the manufacture, use or sale thereof, is covered by more than one claim contained in the UNC Patents. Licensee shall pay to UNC said royalties on the Net Sales of Covered Products concurrently with the making of [***] written reports as provided in Section 2.6(f) below; (ii) In respect to sublicenses granted by Licensee under this Agreement, Licensee shall pay to UNC an amount equal to [***] percent ([***]%) of Sublicensing Revenue received by Licensee as consideration for the grant of rights to UNC Patents. All payments based on Sublicensing Revenue shall be made within [***] ([***]) days of receipt of the Sublicensing Revenue; (iii) Should a compulsory license be granted, or be the subject of a possible grant, to a Third Party under the applicable laws of any country in the Territory under the UNC Patents licensed hereunder, Licensee shall notify UNC and Novan, including any material information concerning such compulsory license, and the running royalty rates payable under Section 2.6(b)(i) for sales of Covered Products in such country will be adjusted to e...

Related to UNC Agreement

One Agreement This Agreement and any related security or other agreements required by this Agreement, collectively: (a) represent the sum of the understandings and agreements between the Bank and the Borrower concerning this credit; (b) replace any prior oral or written agreements between the Bank and the Borrower concerning this credit; and (c) are intended by the Bank and the Borrower as the final, complete and exclusive statement of the terms agreed to by them. In the event of any conflict between this Agreement and any other agreements required by this Agreement, this Agreement will prevail.
Existing Agreement Except as expressly amended herein, the Credit Agreement shall remain in full force and effect, and in all other respects is affirmed.
License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.
Termination of License Agreement This Agreement will terminate automatically in the event that the License Agreement is terminated, provided that prior to such termination of this Agreement becoming effective, the Parties shall cooperate to wind down the activities being conducted hereunder as set forth in Section 15.5(b).
Development Agreement As soon as reasonably practicable following the ISO’s selection of a transmission Generator Deactivation Solution, the ISO shall tender to the Developer that proposed the selected transmission Generator Deactivation Solution a draft Development Agreement, with draft appendices completed by the ISO to the extent practicable, for review and completion by the Developer. The draft Development Agreement shall be in the form of the ISO’s Commission-approved Development Agreement for its reliability planning process, which is in Appendix C in Section 31.7 of Attachment Y of the ISO OATT, as amended by the ISO to reflect the Generator Deactivation Process. The ISO and the Developer shall finalize the Development Agreement and appendices as soon as reasonably practicable after the ISO’s tendering of the draft Development Agreement. For purposes of finalizing the Development Agreement, the ISO and Developer shall develop the description and dates for the milestones necessary to develop and construct the selected project by the required in-service date identified in the Generator Deactivation Assessment, including the milestones for obtaining all necessary authorizations. Any milestone that requires action by a Connecting Transmission Owner or Affected System Operator identified pursuant to Attachment P of the ISO OATT to complete must be included as an Advisory Milestone, as that term is defined in the Development Agreement. If the ISO or the Developer determines that negotiations are at an impasse, the ISO may file the Development Agreement in unexecuted form with the Commission on its own, or following the Developer’s request in writing that the agreement be filed unexecuted. If the Development Agreement is executed by both parties, the ISO shall file the agreement with the Commission for its acceptance within ten (10) Business Days after the execution of the Development Agreement by both parties. If the Developer requests that the Development Agreement be filed unexecuted, the ISO shall file the agreement at the Commission within ten (10) Business Days of receipt of the request from the Developer. The ISO will draft, to the extent practicable, the portions of the Development Agreement and appendices that are in dispute and will provide an explanation to the Commission of any matters as to which the parties disagree. The Developer will provide in a separate filing any comments that it has on the unexecuted agreement, including any alternative positions it may have with respect to the disputed provisions. Upon the ISO’s and the Developer’s execution of the Development Agreement or the ISO’s filing of an unexecuted Development Agreement with the Commission, the ISO and the Developer shall perform their respective obligations in accordance with the terms of the Development Agreement that are not in dispute, subject to modification by the Commission. The Connecting Transmission Owner(s) and Affected System Operator(s) that are identified in Attachment P of the ISO OATT in connection with the selected transmission Generator Deactivation Solution shall act in good faith in timely performing their obligations that are required for the Developer to satisfy its obligations under the Development Agreement.
Collaboration Agreement The Collaboration Agreement shall not have been terminated in accordance with its terms and shall be in full force and effect.
HHSC Agreements A. To pay the Contractor for services provided under the Contract type specified in Section I of this Contract in amounts and under conditions determined by HHSC as defined in this Contract, the applicable Contractor manual, handbook, policy letter or program rules and standards and in accordance with applicable laws and regulations for all eligible persons receiving such services under Title XIX and or Title XX. B. To pay the Contractor within time limits set by HHSC and in accordance with applicable laws and regulations after a proper claim for payment is submitted and approved for payment in accordance with HHSC's Claims Administrator billing guidelines. C. To adjust payments to the Contractor to compensate for prior overpayment or underpayment. D. To give the Contractor reasonable notice of any impending change in its status as a participating Contractor, except that nothing in this section shall be construed to deny HHSC the right, for failure to comply with this Contract or regulations published in the Texas Register, to terminate this Contract, suspend payments or take any other legal remedy available to HHSC. E. To provide a hearing, in accordance with TAC, Title 1, Part 15, Chapter 357, Subchapter I, or its successor to the Contractor in the event HHSC imposes an adverse action on the Contractor under this Contract. F. To make available to the Contractor the applicable Contractor manual and any changes to that manual that change the requirements for participation. G. That a religious organization that contracts with HHSC does not by contracting with HHSC lose the exemption provided under Section 702 of the Civil Rights Act [42 U.S.C. §2000E-1(a)] regarding employment practices. A religious or charitable organization is eligible to be a Contractor on the same basis as any other private organization. The Contractor retains its independence from state and local governments, including the Contractor's control over the definition, development, practice and expression of its charitable or religious beliefs. Except as provided by federal law, HHSC shall not interpret this Contract to require a charitable or religious organization to alter its form of internal governance or remove religious art, icons, scripture or other symbols. Furthermore, if a religious or charitable organization segregates the government funds provided under this Contract, then only the financial assistance provided by these funds will be subject to audit. However, neither HHSC's selection of a charitable or faith-based Contractor nor the expenditure of funds under this Contract is an endorsement of the Contractor's charitable or religious character, practices or expression. The purpose of this Contract is the provision of community services. No state expenditures have as their objective the funding of sectarian worship, instruction or proselytization, and no state funds shall be expended for these purposes.
Amendment of Rights Agreement The Rights Agreement is hereby amended as follows: (a) Section 1 of the Rights Agreement is hereby amended by inserting the following subsections at the end of such Section 1:
Reimbursement Agreement The Sponsor entered into an Expense Reimbursement Agreement (“Reimbursement Agreement”) substantially in the form annexed as an exhibit to the Registration Statement pursuant to which the Sponsor has committed to fund the Company up to $1,750,000 for the Company’s expenses relating to investigating and selecting a target business and other working capital requirements prior to an initial Business Combination.
Original Agreement Except as expressly amended above, all other terms and conditions of the original Agreement are still in full force and effect. Agency certifies that the representations, warranties and certifications in the original Agreement are true and correct as of the effective date of this Amendment and with the same effect as though made at the time of this Amendment.

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