Pfizer Licensor definition
Examples of Pfizer Licensor in a sentence
In the event of a dispute between such Company Licensee and such Pfizer Licensor regarding such comments, such Pfizer Licensor shall have final decision-making authority.
To the extent this Agreement sets forth any obligations of any Pfizer Licensor or any Company Licensee, Pfizer and the Company, respectively, shall cause the applicable Pfizer Licensor and Company Licensee to comply with such obligations.
The Non-Controlling Party shall have the right to be represented in any such Action in which it is a party by independent counsel (which shall act in an advisory capacity only, except for matters solely directed to such Pfizer Licensor or Company Licensee) of its own choice and at its own expense.
All notices or other communications under this Agreement shall be in writing and shall be deemed to be duly given when (a) delivered in person or (b) deposited in the United States mail or private express mail, postage prepaid, addressed as follows: If to a Pfizer Licensor, to: Pfizer Inc.
In the event that such Pfizer Licensor provides such Company Licensee with such a written notice that it intends to enter into negotiations with such Company Licensee, such Pfizer Licensor and such Company Licensee shall enter into good faith negotiations in order to conclude an agreement within ninety (90) days from expiration of the thirty (30) day period described in the foregoing sentence.
Upon expiration of this Agreement in its entirety, the licenses granted pursuant to Section 2.1 to all Licensed Know-How that is owned and Controlled by a Pfizer Licensor shall convert to perpetual licenses that survive such expiration.
The Controlling Party shall reimburse the Non-Controlling Party’s reasonable out-of-pocket costs and expenses actually incurred in connection therewith; provided that the Non-Controlling Party shall bear its own costs and expenses in connection therewith if the enforcement Action involves (a) where a Company Licensee is the Non-Controlling Party, a Third Party Infringement in the Company Field, or (b) where a Pfizer Licensor is the Non-Controlling Party, a Third Party Infringement in the Pfizer Field.
Such Company Licensee shall incorporate all such comments made by or on behalf of such Pfizer Licensor.
The applicable Pfizer Licensor shall be responsible for all costs associated with conducting an audit pursuant to this Section, except if such audit demonstrates, or the audit immediately preceding such audit demonstrated, that the applicable Company Licensee, its Affiliates or its Sublicensees failed to comply with any obligations hereunder (and in such circumstances, the applicable Company Licensee shall be responsible for all such costs and expenses).
In the event of a dispute between such Pfizer Licensor and such Company Licensee regarding such comments, such Pfizer Licensor shall have final decision-making authority.