Export Control. This Agreement is made subject to any restrictions concerning the export of products or technical information from the United States of America that may be imposed upon or related to Merck or Licensee from time to time by the government of the United States of America. Furthermore, Licensee agrees that it will not export, directly or indirectly, any technical information acquired from Merck under this Agreement or any products using such technical information to any country for which the United States government or any agency thereof at the time of export requires an export license or other governmental approval, without first obtaining the written consent to do so from the Department of Commerce or other agency of the United States government when required by an applicable statute or regulation.
Each Party agrees not to disclose, directly or indirectly transfer, export, or re-export any Confidential and Proprietary Information, or any direct or indirect products or technical data resulting therefrom to any country, natural person or entity, except in accordance with applicable export control Law.
Litigation Control. The Party pursuing or controlling any action or defense under Section 8.2, 8.3, or 8.4 (the Controlling Party) shall be free to enter into a settlement, consent judgment, or other voluntary disposition of any such action or defense, provided, however, that # the Controlling Party shall consult with the other Party (the Secondary Party) prior to entering into any settlement, consent judgment, or voluntary disposition thereof, # any settlement, consent judgment or other voluntary disposition of such actions which # subjects the Secondary Party to any non-indemnified liability or obligation or # admits fault or wrongdoing on the part of Secondary Party must, in each case, be approved in writing by Secondary Party, # any settlement, consent judgment, or other voluntary disposition of such actions which materially limits the scope, validity, or enforceability in the Primary Field of any Primary Patents or Legacy Patents must, in each case, be approved in writing by Primary, and # any settlement, consent judgment, or other voluntary disposition of such actions which materially limits the scope, validity, or enforceability in the Legacy Field of any Legacy Patents or Licensed Primary Patents must, in each case, be approved in writing by Legacy. The Party whose approval is required under any of the conditions described (the Approving Party) above shall provide the other Party notice of the Approving Partys approval or denial of such approval within ten (10) business days of any request for such approval by the other Party, provided that # in the event the Approving Party wishes to deny such approval, such notice shall include a written description of the Approving Partys reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition and # the Approving Party shall be deemed to have approved such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such ten (10) business day period.
Export Control. This Agreement and the obligations of the Parties hereunder are made subject to, and limited by, all applicable restrictions concerning the export of products or technical information from the United States of America which may be imposed upon or related to Zai Lab or GSK from time to time by the government of the United States of America. Furthermore, each Party agrees that it will not export, directly or indirectly, any technical information acquired from the other Party under this Agreement or any Products using such technical information to any country for which the United States government or any agency thereof at the time of export requires an export license or other governmental approval, without first obtaining the written consent to do so from the Department of Commerce or other agency of the United States government when required by an applicable statute or regulation.
Change of Control/Change in Control. No provision in this Agreement or the Separation Agreement nor any transaction undertaken by either Party in connection with the Distribution shall be construed to create any right, or accelerate entitlement, to any compensation or benefit whatsoever, or be deemed a “change of control” or “change in control” for any purpose including for purpose of any plan, policy, practice or arrangement relating to directors, employees or consultants of any member of the Group or any member of the Group.
Change of Control; Potential Change of Control. For the purposes of this Agreement:
For the purposes of this Agreement:
Change in Control. “Change in Control” means one of the following:
Change in Control. A Change in Control shall have occurred unless otherwise consented to by [[Organization B:Organization]]; or
Absence of Control. It is the intent of the parties to this Agreement that in no event shall the , by reason of any of the Transaction Documents, be deemed to control, directly or indirectly, the Company, and the shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Company.
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