Examples of New Company Agreement in a sentence
For clarity, Vertex and its Affiliates will be obligated to reimburse a given amount owed under a New Company Agreement one time only.
All rights granted to Vertex under such New Company Agreement will be subject to the terms and conditions of such New Company Agreement and Vertex will comply with all terms of such New Company Agreement applicable to Vertex, its Affiliates or Sublicensees thereunder.
Except as otherwise provided in this Agreement, as between the Parties, Company will be responsible for all payments in connection with any New Company Agreement unless such payment obligations are resulted from the material breach of such New Company Agreement by Vertex.
Company will provide Vertex with a reasonably detailed invoice for any payments made by Company under a New Company Agreement that are reimbursable by Vertex pursuant to this Section 5.7.2 within [***] of the end of each [***] in which any such payments were made by Company, and Vertex will pay the undisputed portion of such invoices within [***] of receipt thereof.
Company will discuss in good faith with Vertex to determine whether Vertex will take a license or sublicense (as the case may be) under all or a portion of the intellectual property rights that are the subject of such Proposed New Company Agreement.
The registered office and/or agent of the Corporation may be changed from time to time by action of the Board of Directors.
Company will provide Vertex with a substantially final draft of such Proposed New Company Agreement, unredacted solely to the extent that such draft relates to a Product or Licensed Agent, sufficiently in advance of execution so as to afford Vertex a meaningful opportunity to review such draft.
Company will use reasonable efforts to include in any such Proposed New Company Agreement that is an in-license [***].
Company and Vertex will discuss in good faith to determine whether Vertex will take a license or sublicense (as the case may be) under all or a portion of the intellectual property rights that are the subject of such Proposed New Company Agreement and if so, Company and Vertex will enter into a written agreement setting forth the terms under which Vertex will take such license or sublicense.
For the avoidance of doubt, Company will control the negotiations with the Grantor with respect to the Proposed New Company Agreement.