Examples of UPenn Agreement in a sentence
TGC shall be obligated to comply with Sections 4.1.2, 4.1.5, 4.3.2 and 4.3.3 of the UPenn Agreement as they relate to the financial obligations of TGC to UPenn arising from the grant of this sublicense to AMT, unless mutually agreed otherwise between TGC and UPenn.
Upon the expiration of the Term, the License shall become non-exclusive, fully paid-up and royalty-free (subject to any payments owed under the UPenn Agreement), perpetual, and irrevocable in its entirety.
As of the date hereof, TGC is not in breach of the UPenn Agreement, and it is in full force and effect.
Gemma will bear all amounts required to be paid to Penn under the UPenn Agreement during the Term for the Prosecution and Maintenance of the Licensed UPenn Patents.
Xxxxx acknowledges that the achievement of each Diligence Event by the corresponding achievement date is a condition of the UPenn Agreement.
Upon reasonable notice, key personnel, books, and records will be made reasonably available and will be open to examination by representatives or agents of Passage or Penn during regular office hours to determine their accuracy and assess Xxxxx’s compliance with the terms of this Agreement and the UPenn Agreement; provided that Gemma shall not have an obligation to provide access more than once in any given [*] period to Passage.
To the extent any Passage Technology licensed to Gemma pursuant to the License includes a sublicense to Patent Rights or Know-How licensed to Passage or its Affiliates under the UPenn Agreement, the Parties acknowledge and agree that such sublicensed Passage Technology is subject to the terms and conditions of the UPenn Agreement.
Passage shall use Commercially Reasonable Efforts to cooperate with Xxxxx to provide any comments to such Prosecution and Maintenance of the Licensed UPenn Patents to Penn, as allowable under the UPenn Agreement.
During the Term, Xxxxx shall provide Passage with all reasonable assistance, at Passage’s request, for Passage to respond to any request by Penn or under any committee formed under the UPenn Agreement, including preparing relevant reports and responses, providing access to relevant documents, and other evidence, and making its employees reasonably available during business hours as necessary, in each case at Xxxxx’s cost and expense.
Without limiting Section 10.1.1, Xxxxx shall defend, indemnify and hold the Passage Indemnitees harmless from and against any and all Losses related to either (or both) of the UPenn Letter Agreements or a breach of the UPenn Agreement by Passage, in each case, caused by any acts or omissions of a Gemma Indemnitee; except to the extent such Losses arise out of any conditions set forth in Sections 10.2(a)-(c) for which Passage is obligated to indemnify any Gemma Indemnitee under Section 10.2.