WITH RESPECT TO PHARMING LICENSED PRODUCTS Sample Clauses

WITH RESPECT TO PHARMING LICENSED PRODUCTS. In the event that a Third Party asserts or alleges that a Pharming Licensed Product manufactured or sold by or on behalf of Pharming, its Affiliates, or sublicensees, infringes a patent or other proprietary right of such Third Party, Pharming shall have the right to assume the defense of such claim, at its sole cost and expense and in the name of GTC to the extent legally necessary, and GTC shall cooperate and cause its Affiliates to cooperate with respect thereto. GTC may participate in the defense of such claim through counsel of its own choosing and at its sole expense. In the event that GTC receives notice of such assertion or allegation, GTC shall notify Pharming of such allegation or assertion. In the event that GTC fails to notify Pharming of the receipt of such allegation or assertion and Pharming suffers demonstrable harm directly attributable to the delay in receiving such notice, GTC shall indemnify Pharming for any damages it incurs as a direct result of such delay. Pharming may enter into any settlement, consent judgment, or other voluntary final disposition of any infringement action under this Section 5.4(b) that impacts or affects the GTC Patent Rights, only with the prior written consent of GTC, which consent shall not be unreasonably withheld. If Pharming defends any infringement claim hereunder, Pharming shall have the right to offset against royalties otherwise payable to GTC pursuant to Article 4, up to fifty percent (50%) of Pharming's litigation expenses, including, without limitation, reasonable attorney's fees, settlement costs, damages, and/or royalties paid in the settlement of such suit. If Pharming recovers any damages, by way of settlement or otherwise, in connection with any counterclaim made by it in any such Third Party infringement suit, such recovery shall be used first to reimburse Pharming for its litigation expenses, and second to reimbursing GTC for any royalties withheld pursuant to this Section 5.4(b). Any remaining recoveries shall be retained by Pharming.
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Related to WITH RESPECT TO PHARMING LICENSED PRODUCTS

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • Licensed Territory Worldwide NIH Patent License Agreement—Exclusive APPENDIX C – ROYALTIES Royalties:

  • Licensed Product “Licensed Product” shall mean any article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights. For clarity, a “Licensed Product” shall not include other product or material that (a) is used in combination with Licensed Product, and (b) does not constitute an article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights.

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  • New Products You agree to comply with NASD Notice to Members 5-26 recommending best practices for reviewing new products.

  • Manufacturing License Subject to the terms of this Agreement, including without limitation Section 2.2, Theravance grants to GSK an exclusive license under the Theravance Patents and Theravance Know-How to make and have made API Compound or formulated Alliance Product in the Territory.

  • Sublicensees Licensee shall have the full right (but not the obligation) to sublicense those rights granted to it under Section 2.1 to a Third Party (a “Sublicensee”); provided, however, that, prior to the payment of the first milestone pursuant to Section 7.2, Licensee may not grant any such sublicense to any contract research organization conducting Clinical Trials of Products or any Third Parties conducting contract Manufacturing activities without Licensee’s prior written notice (at least twenty (20) Business Days in advance) to Lilly, which shall include a description of the rights to be granted and the purpose therefor, the identity of the Third Party and the countries involved, and Lilly’s prior written consent, but such consent shall only be required (i) until such time as Licensee is the holder of record for the Regulatory Materials related to Taladegib and (ii) to the extent such organization is not performing services for Licensee as of the Effective Date; and provided further, that Licensee shall remain responsible for the performance by any of its Sublicensees. With respect to any Sublicensee granted a sublicense to any Commercialization rights hereunder, Licensee shall ensure that each of its Sublicensees accepts in writing all applicable terms and conditions of this Agreement, including the non-compete, reporting, audit, inspection and confidentiality provisions hereunder. Each Sublicensee shall also be prohibited from further sublicensing. For the avoidance of doubt, (a) Licensee will remain directly responsible for all amounts owed to Lilly under this Agreement, and (b) each Sublicensee is subject to the negative and restrictive covenants set forth in Sections 2.3.1 and 2.5, respectively. Licensee hereby expressly waives any requirement that Lilly exhaust any right, power or remedy, or proceed against a subcontractor, for any obligation or performance hereunder prior to proceeding directly against Licensee.

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