Examples of Prior Collaboration Agreement in a sentence
Upon the effectiveness of this Agreement, but subject to Section 6.5 hereof, the Prior Investor Agreement shall be deemed amended, restated, superseded and replaced in its entirety by this Agreement and shall be of no further force or effect, and any reference to the Prior Investor Agreement in the Prior Collaboration Agreement or the Prior Purchase Agreement shall mean and be a reference to this Agreement, as may be amended and/or restated from time to time.
For clarity, this Agreement supersedes Section 5.5 and Section 5.7 of the Prior Collaboration Agreement solely as applicable to the Joint Background Patents.
As of the Effective Date of this Agreement, the JSC formed under the Prior Collaboration Agreement is hereby dissolved.
To Seller’s Knowledge, since the effective date of the Prior Collaboration Agreement, neither Seller nor any of its Affiliates has received any written notification from any Third Party alleging that the making, use or sale of Product infringes the Patents of such Third Party, and to Seller’s Knowledge, without any duty to investigate, there is no basis for such an allegation with respect to UCD or HE.
Effective on the Effective Date, except as otherwise set forth in this Section 2.1, this Agreement hereby amends, restates, and supersedes the Prior Collaboration Agreement, and any and all provisions of the Prior Collaboration Agreement are of no further force and effect (except to the extent expressly restated or referenced herein).
Since the effective date of the Prior Collaboration Agreement, Seller has not received any written notice regarding any actual breach of, or default under any Assigned Contract (in particular, the Brusilow License Agreement).
Buyer acknowledges that after the Signing Date of the Prior Collaboration Agreement, Buyer has been the Party primarily conducting the Business, and it has had the opportunity to conduct due diligence and investigation with respect to the Business, Product Rights and other Assets.
To Seller’s Knowledge, since the effective date of the Prior Collaboration Agreement, neither Seller nor any of its Affiliates has received any written notification from any Third Party alleging the invalidity or non-enforceability of any Patents contained within the Product Rights.
Corixa and GenQuest are parties to that certain License and Research Collaboration Agreement dated February 2, 1996 (the "Prior Collaboration Agreement") pursuant to which Corixa and GenQuest agreed to collaborate in the discovery and characterization of novel genes through functional assays for treatment of cancer or pre-neoplastic cell proliferation diseases in humans and animals, with a view to developing technology and/or possible products for use and/or sale by the parties.
Notwithstanding anything to the contrary set forth in the Prior Collaboration Agreement, the payments set forth in Sections 2.05(a), (b), and (d) and in Schedule 2.05(b) (except royalty payments under Section 3 of Schedule 2.05(b)) (collectively, the “Purchase Price”), together with the royalty payments under Section 3 of Schedule 2.05(b), constitute Buyer’s total payment obligations in connection with the purchase of the Product Rights.