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Alnylam Third Party Obligations definition

Alnylam Third Party Obligations means Alnylam’s or its Affiliates’ obligations to, and the rights of, Listed Counterparties with respect to the Licensed Intellectual Property under Listed Alnylam Third Party Agreements and the rights of other Third Parties with respect to the Licensed Intellectual Property under pre-existing alliance and license agreements, including without limitation Listed Alnylam Third Party Payment obligations.
Alnylam Third Party Obligations means Alnylam’s obligations to, and the rights of, Alnylam Pre-Existing Alliance Parties and Listed Alnylam Counterparties with respect to the Alnylam Technology under Alnylam Pre-Existing Alliance Agreements and Listed Alnylam Third Party Agreements or Manufacturing Agreements, as applicable.
Alnylam Third Party Obligations means (a) Alnylam’s obligations to, and the rights of, Pre-Existing Alliance Parties and Listed Counterparties with respect to the Licensed Intellectual Property under Pre-Existing Alliance Agreements and Listed Alnylam Third Party Agreements, respectively, and (b) Alnylam Europe AG’s obligations to, and the rights of, Mxx Xxxxxx with respect to certain Architecture and Chemistry Patent Rights under the Mxx Xxxxxx European License Agreement; including without limitation Listed Alnylam Third Party Payment obligations.

Examples of Alnylam Third Party Obligations in a sentence

  • Schedule D-1 identifies all Listed Alnylam Third Party Agreements existing as of the Effective Date, and Schedule D-2 summarizes certain relevant Alnylam Third Party Obligations under such Listed Alnylam Third Party Agreements, including without limitation Listed Alnylam Third Party Payment obligations.

  • With each payment Licensee shall provide in writing for the relevant Accounting Period the following information split by U.S., each of the Major Market Countries, and rest of world (a) Adjusted Gross Sales; (b) Net Sales; (c) the total royalties payable for the applicable period; and (d) any other information necessary for Alnylam to comply with its reporting and payment obligations to Third Parties under Alnylam Third Party Obligations, subject to Alnylam’s obligations under Section 2.3(b)(i).

  • Alnylam shall be permitted to disclose in confidence (pursuant to a written agreement with confidentiality obligations no less restrictive than set forth herein) the terms of this Agreement to the extent Alnylam is contractually obligated to do so pursuant to Alnylam Third Party Obligations and to potential and existing investors, lenders and acquirors; provided, that Alnylam shall redact such portions as Licensee reasonably requests.

  • Upon the expiration of the Royalty Term applicable to any Licensed Product in a country, subject to Alnylam Third Party Obligations, Licensee’s and its Affiliates’ licenses under Section 2.1(a) with respect to such Licensed Product in such country shall become a fully paid-up, royalty-free license, with the right to sublicense, to Discover, Develop, Commercialize or Manufacture such Licensed Product in such country.

  • Licensee and Alnylam, subject to Alnylam Third Party Obligations, shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto.

  • Subject to Alnylam Third Party Obligations, Alnylam shall have the sole and exclusive right and not the obligation to initiate a suit or take other appropriate action that it believes is reasonably required to enforce Licensed Intellectual Property.

  • Subject to Alnylam Third Party Obligations, the Party initiating suit shall have the sole and exclusive right to select counsel for any suit initiated by it under this Section 8.6. If required under applicable Law in order for such Party to initiate and/or maintain such suit, the other Party shall join as a party to the suit.

  • With each payment Monsanto shall provide in writing for the relevant Accounting Period the following information: (a) gross sales of Royalty Products; (b) the calculation of Net Sales of the Royalty Products (including all deductions); (c) total royalties payable to Alnylam for the applicable period; and (d) any other information necessary for Alnylam to comply with its reporting and payment obligations to Third Parties under Alnylam Third Party Obligations.

  • Monsanto and Alnylam, subject to Alnylam Third Party Obligations, shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto.

  • If Alnylam declines to initiate a suit or take other appropriate action to enforce Licensed Product Patent Rights with respect to a Licensed Product within [**] days of such notice, then subject to Alnylam Third Party Obligations Monsanto may, upon written notice to Alnylam, initiate a suit or take other appropriate action to enforce such Licensed Product Patent Rights.

Related to Alnylam Third Party Obligations

  • Program Obligations means (1) all applicable statutes and any regulations issued by the Secretary pursuant thereto that apply to the Project, including all amendments to such statutes and regulations, as they become effective, except that changes subject to notice and comment rulemaking shall become effective only upon completion of the rulemaking process, and (2) all current requirements in HUD handbooks and guides, notices, and mortgagee letters that apply to the Project, and all future updates, changes and amendments thereto, as they become effective, except that changes subject to notice and comment rulemaking shall become effective only upon completion of the rulemaking process, and provided that such future updates, changes and amendments shall be applicable to the Project only to the extent that they interpret, clarify and implement terms in this Agreement rather than add or delete provisions from such document. Handbooks, guides, notices, and mortgagee letters are available on HUD's official website: (xxxx://xxx.xxx.xxx/offices/adm/hudclips/index.cfm or a successor location to that site)).

  • Safety Obligations means all applicable obligations concerning health and safety (including any duty of care arising at common law, and any obligation arising under statute, statutory instrument or mandatory code of practice) in Great Britain;

  • Collaboration Patent Rights means Patent Rights claiming Collaboration Know-How.

  • Collaboration Patents means any and all Patents that claim or cover any of the Collaboration Know-How.

  • Third Party Material means software, software development tools, methodologies, ideas, methods, processes, concepts and techniques owned by, or licensed to a third party and used by the Service Provider in the performance of the Services;

  • Privacy Obligations means all (a) Privacy Laws and (b) internal and external published policies and procedures, binding industry standards, and restrictions and requirements contained in any Contract to which the Company or any Company Subsidiary is bound, in each case under this clause (b), relating to privacy, data security, marketing or the receipt, collection, compilation, use, storage, sharing, safeguarding, security, disposal, destruction, disclosure, transfer, or other processing of Personally Identifiable Information.

  • Collaboration IP means Collaboration Know-How and Collaboration Patents.

  • Third Party License means licenses from third parties governing third party software embedded or used in the Trading Platform.

  • Program Patent Rights means any Patent Rights that contain one or more claims that cover Program Inventions.

  • Assigned Patent Rights means all of the following, whether now owned or hereafter acquired or arising:

  • Third Party Licenses means licenses from third parties governing third party software embedded or used in the trading platform.

  • Third Party Materials means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, related services, equipment, or components of or relating to the Solutions that are not proprietary to CentralSquare.

  • Collaboration Know-How means all Know-How conceived, discovered, developed or otherwise made by or on behalf of a particular Party or any of its Affiliates or permitted subcontractors of any of the foregoing (solely or jointly by or on behalf of a particular Party or any of its Affiliates or permitted subcontractors of any of the foregoing) in the course of [***].

  • Third Party Licensor means the relevant licensor of any Third Party Data or any Third Party Trade Xxxx;

  • Credit Party Obligations means, without duplication, (a) all of the obligations of the Credit Parties to the Lenders (including the Issuing Lender) and the Administrative Agent, whenever arising, under this Credit Agreement, the Notes, or any of the other Credit Documents to which any Credit Party is a party and (b) all liabilities and obligations owing from such Credit Party to any Lender, or any Affiliate of a Lender, arising under Hedging Agreements.

  • Bank Products Obligations of any Person means the obligations of such Person pursuant to any Bank Products Agreement.

  • Third Party Agreement means an agreement with an Underwriting Third Party and/or a Claims Third Party.

  • Third Party Agreements means any Contract between or among a Party (or any member of its Group) and any other Persons (other than the Parties or any member of their respective Groups) (it being understood that to the extent that the rights and obligations of the Parties and the members of their respective Groups under any such Contracts constitute Versum Assets or Versum Liabilities, or Air Products Retained Assets or Air Products Retained Liabilities, such Contracts shall be assigned or retained pursuant to Article II).

  • Third Party IP Claim has the meaning given to it in clause E8.7 (Intellectual Property Rights).

  • First Priority Obligations means (a) with respect to the Existing First Priority Agreement, all “Obligations” of each Loan Party as defined in the Existing First Priority Agreement and (b) with respect to each other First Priority Agreement, all “Obligations” of each Loan Party as defined in such First Priority Agreement, and shall in any event include (i) all principal of and interest (including without limitation any Post-Petition Interest) and premium (if any) on all loans made or other indebtedness issued or incurred pursuant to such First Priority Agreement, (ii) all reimbursement obligations (if any) and interest thereon (including without limitation any Post-Petition Interest) with respect to any letter of credit or similar instruments issued pursuant to such First Priority Agreement, (iii) all Specified Swap Agreements, (iv) all Specified Cash Management Agreements and (v) all guarantee obligations, fees, expenses and other amounts payable from time to time pursuant to the applicable First Priority Documents, in each case whether or not allowed or allowable in an Insolvency Proceeding. To the extent any payment with respect to any First Priority Obligation (whether by or on behalf of any Loan Party, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any Second Priority Secured Party, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the First Priority Secured Parties and the Second Priority Secured Parties, be deemed to be reinstated and outstanding as if such payment had not occurred.

  • Collaborative agreement means a voluntary, written, or electronic arrangement between one

  • Third Party Infringement Claim has the meaning set forth in Section 8.7.1.

  • Joint Patent Rights means all Patent Rights claiming a Joint Invention.

  • Third Party Infringement has the meaning set forth in Section 5.1.

  • Program Technology means Program Know-How and Program Patents.

  • Second Priority Obligations means (a) with respect to the Existing Second Priority Agreement, all “Secured Obligations” of each Loan Party as defined in the “Security Agreement” referred to in the Existing Second Priority Agreement and (b) with respect to each other Second Priority Agreement, (i) all principal of and interest (including without limitation any Post-Petition Interest) and premium (if any) on all indebtedness under such Second Priority Agreement, and (ii) all guarantee obligations, fees, expenses and other amounts payable from time to time pursuant to the applicable Second Priority Documents, in each case whether or not allowed or allowable in an Insolvency Proceeding. To the extent any payment with respect to any Second Priority Obligation (whether by or on behalf of any Loan Party, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any First Priority Secured Party, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the First Priority Secured Parties and the Second Priority Secured Parties hereunder, be deemed to be reinstated and outstanding as if such payment had not occurred.