Verenium Non-Assert Sample Clauses

Verenium Non-Assert. In the event that the manufacture, development or commercialization of any Enzyme identified, discovered, developed or produced by Licensee or any of its Affiliates from or through use of any New Gene Library or any variant of such Enzyme, or any product or composition containing, incorporating or comprised of any form of any such Enzyme (a “Licensee New Gene Library Invention”), would infringe any Patent Rights filed by Verenium or any of its Affiliates after the Effective Date claiming any Verenium New Gene Library Invention (“Verenium Non-Assert Patent Rights”), then Verenium hereby covenants to Licensee that Verenium and its Affiliates will not, and Verenium will cause any party that acquires rights to any Verenium Non-Assert Patent Rights from Verenium or its Affiliate, not to, assert or enforce such Verenium Non-Assert Patent Rights against Licensee or its Affiliate or any licensee of any Licensee New Gene Library Invention solely with respect to Licensee’s or its Affiliate’s or such licensee’s manufacture, development or commercialization of such Licensee New Gene Library Invention.
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Verenium Non-Assert. In the event that the practice of any Syngenta Improvement to use, develop, have developed, make, have made, import, have imported, export, have exported, sell offer for sale and have sold products which consist of, incorporate or are made through the use of such Syngenta Improvement expressed or produced through Transgenic Expression would infringe (i) any Verenium Patent Rights, or (ii) any Verenium Improvement Patent Rights that claim a Verenium Improvement that […***…], then Verenium hereby covenants to Syngenta that Verenium and its Affiliates will not, and Verenium will cause the applicable Verenium Party that owns any Verenium Improvement Patent Rights not to, assert or enforce such Verenium Patent Rights or such Verenium Improvement Patent Rights against any Syngenta Party solely with respect to the Syngenta Party’s manufacturing, having manufactured or using such Syngenta Improvement to use, develop, have developed, make, have made, import, have imported, export, have exported, sell, offer for sale and have sold products which consist of, incorporate or are made through the use of any Syngenta Improvement expressed or produced through Transgenic Expression.
Sample 1

Related to Verenium Non-Assert

  • Providing Party A Party offering or providing a Service to the other Party under this Agreement.

  • INDEPENDENT PERSONAL SERVICES 1. Income derived by a resident of a Contracting State in respect of professional services or other activities of an independent character shall be taxable only in that State unless he has a fixed base regularly available to him in the other Contracting State for the purpose of performing his activities. If he has such a fixed base, the income may be taxed in the other State but only so much of it as is attributable to that fixed base. 2. The term “professional services” includes especially independent scientific, literary, artistic, educational or teaching activities as well as the independent activities of physicians, lawyers, engineers, architects, dentists and accountants.

  • Taxes and Fees Imposed Directly On Either Providing Party or Purchasing Party 13.2.1 Taxes and fees imposed on the providing Party, which are not permitted or required to be passed on by the providing Party to its customer, shall be borne and paid by the providing Party. 13.2.2 Taxes and fees imposed on the purchasing Party, which are not required to be collected and/or remitted by the providing Party, shall be borne and paid by the purchasing Party.

  • Non-Assignable The Permittee may not assign its interest hereunder, nor may Permittee subpermit the premises, without the prior written consent of the City.

  • Non-Assignable Contracts Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Assigned Contracts if an attempted assignment thereof, without consent of a Third Party thereto that has not been received, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Kadmon or AbbVie thereunder (each, a “Non-Assignable Contract”). Kadmon shall use its Commercially Reasonable Efforts, at Kadmon’s sole cost and expense, to obtain the consent of the other parties to any such Non-Assignable Contract for the assignment thereof to AbbVie. Unless and until such consent is obtained, or if an attempted assignment thereof would be ineffective or would materially adversely affect the rights of Kadmon thereunder so that AbbVie would not in fact receive all rights under such Non-Assignable Contract, then, notwithstanding anything to the contrary in this Agreement, (a) this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of the Non-Assignable Contract, and (i) Kadmon shall use its Commercially Reasonable Efforts to obtain such consent as soon as possible after the Closing Date and (ii) AbbVie shall cooperate, to the extent commercially reasonable, with Kadmon in its efforts to obtain such consent; and (b) at AbbVie’s election prior to Closing, (i) the Non-Assignable Contract shall not constitute a Purchased Asset and AbbVie shall have no obligation with respect to any such Non-Assignable Contract or any liability with respect thereto or (ii) Kadmon shall use its Commercially Reasonable Efforts to obtain for AbbVie substantially all of the practical benefit of such Non-Assignable Contract, including by (A) entering into appropriate and reasonable alternative arrangements on terms mutually and reasonably agreeable to Kadmon and AbbVie and (B) subject to the consent and control of AbbVie, enforcement of any and all rights of Kadmon against the Third Party thereto arising out of the breach or cancellation thereof by such Third Party or otherwise. Nothing contained in this Section 3.2.3 shall be deemed to limit or modify the representations and warranties of Kadmon contained in Section 4 of this Agreement or limit CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION AbbVie’s rights to make claims for breaches of or inaccuracies in such representations or warranties pursuant to Section 6 of this Agreement.

  • Aggrieved Person An “aggrieved person” is the person or persons or the Association making the claim.

  • Personally Owned Professional Material The employer shall reimburse an employee to a maximum of $150 for loss, damage or personal insurance deductible to personally owned professional material brought to the employee’s workplace to assist in the execution of the employee’s duties, provided that: a. The loss or damage is not the result of negligence on the part of the employee claiming compensation; b. The claim for loss or damage exceeds ten (10) dollars; c. If applicable, a copy of the claim approval from their insurance carrier shall be provided to the employer; d. The appropriate Principal or Vice-Principal reports that the loss was sustained while on assignment for the employer.

  • Independent Parties For purposes of this Agreement, the Parties are independent contractors and neither may be considered an agent or an employee of the other. No joint venture, partnership or like relationship is created between the Parties by this Agreement.

  • Receiving Party Personnel The receiving Party will limit access to the Confidential Information of the disclosing Party to those of its employees, attorneys and contractors that have a need to know such information in order for the receiving Party to exercise or perform its rights and obligations under this Agreement (the “Receiving Party Personnel”). The Receiving Party Personnel who have access to any Confidential Information of the disclosing Party will be made aware of the confidentiality provision of this Agreement, and will be required to abide by the terms thereof. Any third party contractors that are given access to Confidential Information of a disclosing Party pursuant to the terms hereof shall be required to sign a written agreement pursuant to which such Receiving Party Personnel agree to be bound by the provisions of this Agreement, which written agreement will expressly state that it is enforceable against such Receiving Party Personnel by the disclosing Party.

  • Developer Developer shall construct and complete, in a good and workmanlike manner, the Work for the Guaranteed Maximum Price including any adjustment(s) to the Guaranteed Maximum Price pursuant to provisions herein regarding changes to the Guaranteed Maximum Price. Except as otherwise noted, Developer shall provide and pay for all labor, materials, equipment, permits (excluding DSA), fees, licenses, facilities, transportation, taxes, bonds and insurance, and services necessary for the proper execution and completion of the Work, except as indicated herein.

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