Examples of Bayer Party in a sentence
Each Party may perform, at such Party’s exclusive option, its obligations hereunder itself or through one or more Affiliates for the avoidance of doubt and unless expressly stated otherwise in this Agreement for any particular obligation, Bayer may perform its obligations, and exercise its rights, under this Agreement itself or through any other Bayer Party or Third Party contractor.
Subject to the terms and conditions of this Agreement, Bayer shall be solely responsible for the Commercialization of the Licensed Product in the Field in the Territory at Bayer’s sole expense (except as set forth elsewhere in this Agreement), including, for the avoidance of doubt, the planning and implementation, distribution, booking of sales, pricing and reimbursement, in all cases, whether performed by or on behalf of Bayer or any other Bayer Party or Third Party appointed by Bayer.
Subject in all events to Bayer's obligations set forth in Section 5.1.2, nothing in this Agreement shall be interpreted as prohibiting a Bayer Party from, independently or with a Third Party, directly or indirectly, including through any ownership interest, funding or conducting any activity that has as its goal or intent discovering, identifying or Exploiting a product competing with a Licensed Product.
Bayer (or another Bayer Party) shall solely own all such Inventions (and any resulting Patent Right thereof) and/or Know How reduced to practice, developed, authored or otherwise created solely by one or more employees, officers, directors, consultants or contractors of any Bayer Party.
For purposes of this Section 6.2, "Bayer Party" shall include contract manufacturers of Bayer.
Any such transferee shall succeed to the rights of any Bayer Party hereunder.
Bayer shall reimburse Licensor for its reasonable costs and expenses related to visits of Progenics employees at Bayer (or at the site of its designated Bayer Party).
No Sale of Shares by any Bayer Party, other than pursuant to Section 3.01(a)(v), Section 3.03 and Section 3.04, shall be effective unless the transferee shall have executed and delivered to the Company, as a condition precedent to such Sale, an agreement in form and substance reasonably satisfactory to the Company confirming that such transferee agrees to be bound by the terms of this Agreement, including Sections 3.01, 3.03, 3.04, 3.05, 3.07 and 5.04.
Any Bayer Party may assign this Agreement and any or all rights or obligations hereunder to (i) any Affiliate of Bayer to which a Bayer Party Transfers Common Shares in accordance with this Agreement, provided that any such Affiliate becomes a party to this Agreement or (ii) any successor in interest to such Bayer Party, provided that any such successor becomes a party to this Agreement; provided that no assignment under (i) or (ii) above shall relieve Bayer from any obligation hereunder.
Within sixty (60) days of the end of each Quarter, Bayer shall deliver a final statement, signed by an authorized officer or agent of Bayer, which shall show on a country-by-country basis for the previous Quarter Net Sales of the Licensed Product by any Bayer Party and all royalties due to Licensor based on such Net Sales.