Examples of Recro Territory in a sentence
Licensee shall have a right of first refusal to Commercialize each Additional Product in the Recro Territory in accordance with and subject to the terms of this Section 8.4. Licensee shall have ninety (90) days to consider any proposal of commercial terms by Orion.
Licensee shall pay to Orion a royalty on Net Sales of the Recro Product in the Recro Territory made by Licensee, its Affiliates and/or its Sublicensees.
Subject to the provisions of this Section 8.1, Licensee shall have the sole responsibility, authority and discretion to decide upon the manner in which it will Develop, seek Regulatory Approvals for and Commercialize the Recro Products in the Recro Territory and to make all decisions relating to such matters, including discontinuation of a project or product, all at Licensee’s sole expense.
Orion hereby authorizes Licensee to record a brief, mutually acceptable memorandum disclosing the existence of this Agreement and the license granted herein in the title records of the relevant patent offices and Regulatory Authorities in the Recro Territory (or such other mutually acceptable documentation as is required) to the extent required for the licenses granted herein to be effective against third parties under applicable law.
Licensee may terminate this Agreement, at its option, either in its entirety or, if the breach affected only one or more countries of the Recro Territory, with respect to affected countries, at any time if: Orion materially breaches the Agreement and such material breach is not cured by Orion within ninety (90) days after Licensee provides Orion with written notice of such breach.
If Orion does not defend against any such action involving such Orion Patent Right in the Recro Territory, then Licensee shall have the right, but not the obligation, to defend such action and any such defense shall be at Licensee’s expense.
In the event Licensee timely elects to so prosecute and maintain such patent or patent application, Orion shall execute an assignment transferring ownership, at Licensee’s cost and expense, of the patent or patent application to Licensee in each such country of the Recro Territory.
Orion may terminate this Agreement, at its option either in its entirety or, if the breach affected only one or more countries of the Recro Territory, with respect to affected countries, at any time if: (a) Licensee materially breaches the Agreement (other than with respect to Section 8.1, which is addressed below); and (b) such material breach is not cured by Licensee within ninety (90) days after Orion provides Licensee with written notice of such breach.
If Licensee provides such notice and Orion does not initiate a suit or take such other appropriate action within thirty (30) days after receipt of such notice from Licensee, then Licensee shall have the right to initiate a suit or take other appropriate action that it believes is reasonably required to protect the Orion Patent Rights and Orion Know-How in the Recro Territory.
During the Term, except as permitted by this Agreement, Orion covenants that it shall not, and shall cause its respective Affiliates not to engage in a Competing Business (as defined below), directly or indirectly, including the sublicensing of rights to engage in a Competing Business, in the Recro Territory.