Examples of Ntero License Agreement in a sentence
Broncus shall have no obligation whatsoever to Asthmatx to file, prosecute or maintain any Joint Patent (as that term is defined in Section 6 of the Ntero License Agreement) and Asthmatx acknowledges that it shall have no rights with respect to any Joint Patent.
Without limiting Asthmatx’s obligations under Sections 4.1 and 5.1 above, in the event that any technology, assets, invention, copyright, trade secret, proprietary information or other asset owned by Asthmatx on the Effective Date constitutes a “Broncus Improvement” (as defined in the Ntero License Agreement), then Asthmatx shall cooperate with Broncus and grant to Ntero the license rights with respect thereto as provided in, and subject to the terms of, Section 5 of the Ntero License Agreement.
Asthmatx will notify Broncus promptly in writing of any infringement of any Ntero Licensed Patent by a third party in the Ntero Field which becomes known to Asthmatx and shall cooperate in any suit, proceeding or dispute involving the infringement of any Licensed Patent to the same extent Broncus is required to do so under Section 6.4 of the Ntero License Agreement.
Asthmatx hereby agrees with Broncus not to take any action or omit to take any action, that would cause, or result in, a breach, violation or default by Broncus under the Ntero License Agreement.
The parties acknowledge and agree that under the terms of the Ntero License Agreement, Broncus has certain obligations to pay royalties to Ntero with respect to Asthmatx Net Sales, and therefore it is important to Broncus that Asthmatx correctly compute, and timely pay to Broncus, the royalties payable by Asthmatx under this Agreement.
As a material inducement and consideration to Broncus to grant the sublicense to Asthmatx pursuant to Section 2, for so long as Broncus has any obligation to pay royalties to Ntero under the Ntero License Agreement, Asthmatx shall pay to Broncus, with respect to any Asthmatx Net Sales in such calendar quarter, the full amount payable by Broncus to Ntero with respect to such Asthmatx Net Sales under the terms of the Ntero License Agreement.
Asthmatx acknowledges and agrees that it has received and reviewed a true copy of the Ntero License Agreement.
Notwithstanding anything herein to the contrary, the sublicense granted by Broncus to Asthmatx under this Section 2 shall be non-exclusive and it is the agreement, understanding and intention of the parties that nothing in this Agreement will modify, adversely affect, restrict or limit Broncus’ right to exercise any and all of the license rights granted to Broncus under the Ntero License Agreement.
Asthmatx agrees to comply with and faithfully observe and perform, all of the provisions of Section 10 of the Ntero License Agreement regarding confidential information.
Asthmatx agrees that it will in good faith exercise reasonable efforts to cooperate with Broncus so that actions taken by Asthmatx pursuant to Section 2 of this Agreement, will not result in breaches or violations by Broncus of the Ntero License Agreement and will not result in Claims by Ntero against Broncus under the Ntero License Agreement.