Duke Agreement definition
Examples of Duke Agreement in a sentence
Except for the provisions of ARTICLE 9, this Agreement is for the sole benefit of the Parties and not for the benefit of any other Person other than Duke to the extent required by the Duke Agreement.
GenMark shall have the rights of sublicensees specified Section 11.4(d) of the Duke Agreement, and ALL shall promptly notify GenMark upon any termination of the Duke Agreement.
Novartis acknowledges that it has received a copy of the Cellectis Agreement and the Duke Agreement prior to the Execution Date.
Neither ALL nor any ALL Affiliate shall, without GenMark’s prior written consent, make any change to the CEA Agreement, Duke Agreement, UCLA Agreement, or the intercompany agreement between ALL and Advanced Liquid Logic France S.A.S. dated October 1, 2011, that materially adversely affects the overall rights granted to GenMark under this Agreement or places any material additional burden or obligation on GenMark, its Affiliates or Sublicensees.
Prevail acknowledges that it has received a copy of the Cellectis Agreement and the Duke Agreement prior to the Execution Date.
Duke confirms that, as of the date of this letter agreement (this “Letter Agreement”): (i) the Duke Agreement remains in full force and effect; and (ii) it has not given any notice to Celldex of any breach by Celldex under the Duke Agreement.
In the event of any breach by Celldex of the Duke Agreement, Duke shall promptly notify Pfizer in writing of such breach, and Pfizer shall have the right, but no obligation, to cure such breach on behalf of Celldex within sixty (60) days after Pfizer’s receipt from Duke of written notification of such breach.
Except as authorized by Section 2.1(d) of the Duke Agreement, GenMark shall require that any of its Sublicensees agree to undertake no further sublicenses of any of the Duke IP without ALL’s written consent (which consent shall not be unreasonably withheld or delayed by ALL, but remains subject to approval by Duke in accordance with Section 2.1(d) of the Duke Agreement).
Each Management Agreement that constitutes a Duke Agreement shall be terminable by the Company or its applicable Subsidiary, without payment or penalty, upon the removal of the Duke Member as the Managing Member pursuant to Section 3.7.
In the event Duke has the right to terminate the Duke Agreement for any reason (the “Breached License”), and the Pfizer Agreement is in force and effect as of the proposed date of termination of the Duke Agreement, Duke shall promptly notify Pfizer, and Pfizer shall have the right to obtain directly from Duke a license agreement on substantially the same terms and conditions set forth in the Breached License (such right, the “License Option”).