Within the Territory Sample Clauses

Within the Territory. Subject to the terms and conditions of this Agreement, MPP hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable license under the Territory Patents and MSD Know-How to manufacture the Product at a facility that is in the Territory (excluding any Sanctions Targets as defined in Section 6.3) and that is approved by a SRA or prequalified by the World Health Organization: (a) To Commercialize the Product by itself or through its Affiliates in the Territory for use in the Field; (b) To Retail the Product to other MPP Licensees or Authorized Suppliers for their Own Use within the Territory; (c) to register the Product in the Territory by itself or through its Affiliates for use in the Field for (a) and (d); and (d) to sell the Product to Public Purchasers for the sole purpose of enabling the Public Purchasers to supply the Product in the Territory for use in the Field.

Within the Territory. Within the Territory, the Parties agree to Commercialize the ISR subject to the following terms: i) Medtronic and UT will coordinate account readiness activities as set forth in Schedule A to this Agreement, which may be modified in writing by mutual agreement of the Parties from time to time. ii) Medtronic hereby grants UT the exclusive right to market and promote the ISR in the Territory solely for delivery of the Drug for PAH Therapy. UT has no right for itself, or any Third Party, to market or promote the ISR, Accessories, or the System, for any other use or purpose. UT shall not market or promote the ISR or the Drug for use in combination with the ISR outside of the scope of the claims for the Drug and ISR permitted by Applicable Law, including the Approvals. iii) UT is solely responsible for setting prices, entering contracts for, and fulfilling orders for the Drug. UT is solely responsible for ensuring Drug is available for each ISR Procedure. Medtronic is solely responsible for setting prices, entering contracts for, and fulfilling orders for the ISR. Medtronic is solely responsible for ensuring the ISR is reasonably available for each ISR Procedure. iv) UT and Medtronic will coordinate to identify and define approval criteria for Healthcare Providers prior to such Healthcare Provider performing an ISR Procedure.

Within the Territory. UP shall solely manage all applications, requests for authorization, submissions of Information and data and for all interactions with the FDA or applicable governing health authority for the purpose of attempting to obtain registration of the Products within the Territory in accordance with the Initial Assessment Period or the UP Development Program. UP shall have the final authority to make all clinical and regulatory decisions with respect to the registration of Products within the Territory in its sole reasonable discretion. UP shall provide AltaRex with sufficient time to review and approve all material submissions of Information and data prior to submission to the FDA or applicable governing health authority, and AltaRex shall participate and collaborate in the process of Product registration including, without limitation, participation in meetings with regulatory authorities and interaction with UP staff, contractors and consultants on a regular basis regarding the development and commercialization of Products. UP shall solely and exclusively own all regulatory applications, approvals, clinical data and Product registrations obtained by UP or its Affiliates with respect to Products within the Territory, including retaining control and ownership of each Drug Master File related to the Licensed Technology within the Territory. For the avoidance of doubt, the foregoing materials shall be deemed to be Data.

Within the Territory. Subject to the terms and conditions of this Agreement, MSD hereby grants to MPP a non-exclusive, non-transferrable license under the Territory Patents and MSD Know-How to enter into Sublicences with Sublicensees for the latter to manufacture the Substance at a facility that is in the Territory (excluding any Sanctions Targets as defined in Section 4.5) and that is approved by a SRA or prequalified by the World Health Organization; (a) to manufacture the Product in accordance with Section 2.1; and (b) to Vend the Substance.

Within the Territory. Subject to the terms and conditions of this Agreement, MSD hereby grants to MPP a non-exclusive, non-transferable license under the Territory Patents and MSD Know-How to enter into Sublicences with Sublicensees for the latter to manufacture the Product at a facility that is in the Territory (excluding any Sanctions Targets as defined in Section 4.5) and that is approved by a SRA or prequalified by the World Health Organization: (a) to Commercialize the Product by itself or through its Affiliates or distributors in the Territory for use in the Field; (b) to Retail the Product to other Sublicensees or Authorized Suppliers for their Own Use within the Territory; (c) to register the Product in the Territory for use by itself or through its Affiliates or distributors for use in the Field for (a) and (d) provided, that the registration must remain in the name of the Sublicensee, except as when the Sublicensee, will, due to local regulatory requirements, require a distributor duly licensed by the local authorities or local entity to obtain and hold in its own name the necessary import, pricing, registrations, market authorizations or other permits granted by the relevant governmental regulatory authorities before the Product may be lawfully Commercialized in a country in the Territory; and (d) to sell the Product to Public Purchasers for the sole purpose of enabling the Public Purchasers to supply the Product in the Territory for use in the Field.

Within the Territory. Within the Territory, CVT shall have and retain full, exclusive (even as to MIOL) sublicensable rights under the CVT Know-How and CVT Patent Rights (including CVT’s interest in any Joint Know-How and Joint Patent Rights) as well as the Trademarks as follows:

Within the Territory. In the Territory, for so long as Serono’s exclusive license rights have not been terminated hereunder and subject to the rights of BioMarin’s licensors, if any, Serono shall have the right, at its sole expense, but not the obligation, to initiate and conduct legal proceedings to enforce (i) BioMarin Patents solely against a Third Party infringing such BioMarin Patents by the manufacture, use, sale or importation of a Licensed Product, or (ii) Joint Patents; in addition, Serono shall have the sole right, but not the obligation, to initiate and conduct legal proceedings to enforce Serono Patents. Serono shall have exclusive control over the conduct of any such patent infringement proceedings, including the right to settle or compromise such proceedings consistent with Serono’s licenses hereunder. All expenses relating to any such proceedings, including lawyers’ fees and costs, shall be solely borne by Serono. If Serono elects to commence an action for infringement, and BioMarin is a legally indispensable party to such action, BioMarin shall have the right to assign to Serono its right, title and interest in the subject patent(s) or patent application(s) in lieu of joining as an indispensable party, should that be sufficient for purposes of commencing and maintaining the action. During the Term, BioMarin will endeavor to ensure that any BioMarin personnel (as might reasonably be requested for assistance by Serono for any Third Party infringement action) shall be available to cooperate with Serono, at Serono’s request and sole expense. If Serono elects not to pursue any such legal proceeding with respect to BioMarin Patents or Joint Patents, Serono shall notify BioMarin of Serono’s election not to pursue such legal proceeding promptly, but no later than one hundred twenty (120) days with respect to BioMarin Patents and one hundred eighty (180) days with respect to Joint Patents after Serono becomes aware of the Third Party’s infringement and BioMarin may pursue such proceeding and shall be entitled to any recovery resulting therefrom.