UPC. Waldo and the Sellers jointly and severally shall indemnify and hold the Escrow Agent harmless against, and pay or reimburse the Escrow Agent upon request for, any and all losses, claims, damages, liabilities and expenses, including without limitation reasonable costs of investigation, counsel fees and disbursements, which may be imposed upon the Escrow Agent or incurred by the Escrow Agent in connection with carrying out its duties under this Escrow Agreement.
UPC. With respect to any Isis Product-Specific Patents, AstraZeneca will have the right to determine whether to opt in or opt out (and to opt in again) of the Unified Patent Court system and if requested by AstraZeneca, Xxxx will promptly do all things reasonably necessary and execute all documents required to give effect to such decision(s), provided that [***].
UPC. 12.7.1 Prior to AZ’s exercise of the Option corresponding to the applicable Selected Target to which the Licensed Compounds and/or Licensed Products Covered by a particular Product Specific Patent or Joint Research Patent relate, or on or after AZ’s exercise of the Option corresponding to the applicable Selected Target to which such Product Specific Patent and/or Joint Research Patent relates where Silence has assumed the maintenance and prosecution of such Confidential Patent, Silence will have the right to determine whether to opt in or opt out (and to opt in again) of the Unified Patent Court system and if requested by Silence, AZ will promptly do all things reasonably necessary and execute all documents required to give effect to such decision(s), provided that Silence will reimburse AZ its reasonable out-of-pocket expenses incurred in performing such acts.
UPC. [***] has the [***] right to determine whether to opt in or opt out (and to opt in again) of the Unified Patent Court system with respect to the [***] Licensed Patents, and if requested by [***] shall [***], provided that [***].
UPC. 1.2 UPC shall:
UPC. UPC makes the following representations and warranties as of the date of this Agreement:
UPC. To the extent necessary to make an orderly transfer of the goodwill of the Business, the Purchaser may use on all products sold by the Business the Ultrak Uniform Product Code prefix number currently used on such products for a period not to exceed 15 months after the Effective Time (which 15 month period may be extended with the consent of Ultrak, which consent shall not be unreasonably withheld); provided, however, that the Purchaser shall not use the Ultrak prefix as part of any Uniform Product Code number for any product which is first produced 90 days after the Effective Time. During such 15 month period and for the five year period thereafter, the Sellers shall not use as a Uniform Product Code the Ultrak prefix together with any of the five digit product identification codes used on products sold by the Business as of the Effective Time unless Sellers first obtain the Purchaser's consent, which consent shall not be unreasonably withheld. With respect to the matters set forth in this Section 6.20, both parties shall use commercially reasonable efforts to cooperate to avoid retailer confusion in the marketplace and to address any concerns raised by the Uniform Code Council, Inc.
UPC. As between the Parties, from and after the Option Exercise Date with respect to a Licensed Product, AstraZeneca will have the sole right to determine whether to opt in or opt out (and to opt in again) of the Unified Patent Court system with respect to any Joint Patent Right. If requested by AstraZeneca, Cellectis will, as soon as reasonably practicable: (a) submit an application with the Registry of the Unified Patent Court in the manner specified by Rule 5 of the Rules of Procedure of the Unitary Patent Court requesting the UPC Opt-Out or UPC Opt-In, as specified by AstraZeneca, of any such Licensed Patent Right(s); and (b) take such other actions as may be necessary or useful to secure the UPC Opt-Out or UPC Opt-In, as applicable, of such Licensed Patent Right, including making any declarations required by Rule 5(3)(e) of the Rules of Procedure of the Unitary Patent Court.
UPC. Jazz will have the right to determine whether to opt in or opt out (and to opt in again) of the Unified Patent Court system with respect of the Product Patents and, if requested by Jazz, Werewolf will promptly do all things reasonably necessary and execute all documents required to give effect to such decision(s), provided that Jazz will reimburse Werewolf its reasonable out-of-pocket expenses incurred in performing such acts.
UPC. On or before six months after the Closing Date, Buyer shall (a) apply to Uniform Commercial Code Council, Inc. and obtain a Uniform Product Code ("UPC") company code number assigned to Buyer and (b) not introduce into commerce in the ordinary course of business, or destroy, all remaining packaging or other materials on which either UPC company code 051000 or UPC company code 658276 is displayed.
