Example ContractsClausesACADIA Representations25
Remove:

If Neuren or ACADIA makes any Improvement, Neuren or ACADIA (as applicable) will forthwith disclose the same to the other party.

Neuren will be entitled to purchase from ACADIA all or part of the Inventory at prices agreed between Neuren and ACADIA;

Such amounts shall be determined from the books and records of ACADIA, ACADIA Affiliates and Sub-Licensees, maintained in accordance with US GAAP or, in the case of ACADIA Affiliates and Sub-Licensees, such similar accounting principles, consistently applied. ACADIA further agrees in determining such amounts, it will use ACADIA’s then current standard procedures and methodology, including ACADIA’s then current standard exchange rate methodology for the translation of foreign currency sales into U.S. Dollars or, in the case of ACADIA Affiliates and Sub-Licensees, such similar methodology, consistently applied.

Neuren will be required to relabel and repackage materials to remove any ACADIA trademarks, trade dress or other indications of ACADIA origin

ACADIA will cause all Sub-Licensees to have the same obligations to keep accounts and records as ACADIA has under clause 12.3(b).

Claims made in connection with the Compound or any Product manufactured by ACADIA or any contract manufacturer appointed by ACADIA or in connection with the development, advertising, marketing, distribution or sale of the Compound or any Product in the Territory by ACADIA or any Sub-Licensee;

ACADIA representations

In the event of ACADIA choosing not to undertake any Infringement Defence or Invalidity Defence, Neuren and/or any of its Affiliates may do so on its own behalf and in that event, ACADIA will fully co-operate with Neuren or any of its Affiliates in relation to such action, and the costs and expenses of any such action, including any costs or expenses normally incurred by or on behalf of ACADIA will be borne by Neuren, except as otherwise stated in this Agreement, and the proceeds of any such action will belong to Neuren or any of its Affiliates. To establish whether ACADIA has chosen to undertake any Infringement Defence or Invalidity Defence, Neuren may at any time after becoming aware of such claim serve a notice on ACADIA requesting ACADIA to specify whether it will undertake the Infringement Defence or Invalidity Defence. ACADIA will have […​…] Business Days from the date of receipt of such notice, or if later until the date that is:

including any notes, reports and documents which contain or refer to the Methodology, Neuren and its Affiliates’ Confidential Information and Know-how in ACADIA’s possession, power or control; provided, however, that ACADIA retain one copy of such Confidential Information and Know‑how for legal archival purposes only; provided, however, if there is a surviving license in any country as provided under clause 12.7, ACADIA will share copies of the foregoing with Neuren for use in all countries excluding any country in which ACADIA retains a license, and ACADIA shall retain all of the foregoing for use pursuant to any country in which ACADIA retains a license;

ACADIA will create and develop Promotional Materials for the Territory in accordance with the Marketing Authorisations and applicable laws. ACADIA shall own all right, title and interest in and to any Promotional Materials created by ACADIA under this Agreement relating to any Product in the Field in the Territory and any website (​.com) relating to the Product.

Load more...
Select clause to view document information.

Draft better contracts
faster with AllDrafts

AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.

And AllDrafts generates clean Word and PDF files from any draft.