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2.5. |
Cooperation. As requested by Alliacense, PDS shall have a continuing obligation to exert its reasonable best efforts: |
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2.5.1. |
To cooperate with Alliacense in the execution of its obligations, and to support the Project by, for example, promptly executing (upon reasonable request) and to delivering all documents, instruments, and things necessary or useful in the conduct of Alliacense's activities hereunder; and |
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2.5.2. |
To avoid and refrain from any and all activity of any kind or nature which may impede, impair, frustrate or otherwise interfere with the activities of Alliacense in the execution the Project (including, for example, that any communication by PDS or PTSC or TPL characterizing the nature of the Project Patents, or the licenses or litigation involving the Project Patents shall be subject to the pre-approval of Alliacense, such approval not to be unreasonably delayed or withheld); and |
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2.5.3. |
To impose the covenants of this Agreement on the PTSC and TPL and their respective directors, officers, employees, consultants, attorneys, agents and other affiliates or representatives; and to be responsible hereunder for each and every failure in the good and faithful performance of this Agreement by PTSC and TPL and/or their respective directors, officers, employees, consultants, attorneys, agents and other affiliates or representatives. |
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