Affiliate Performance. If Licensee wishes to Commercialize the Licensed Product through an Affiliate of Licensee acting on Licensee’s behalf, Licensee shall first provide prior written notification to MPP and Pfizer. Upon MPP’s or Pfizer’s request, Licensee will provide MPP or Pfizer with a written copy of Licensee’s agreement(s) with such Affiliate and will certify to MPP and Pfizer in writing that such agreement(s) is/are consistent with the terms and conditions of this Agreement. MPP and Pfizer have the right to review all such agreements to verify consistency with the terms and conditions of this Agreement. In the event that any inconsistency is found which had not been specifically discussed with, and agreed to in writing by, Pfizer, MPP or Pfizer shall have the right to require Licensee to amend such agreement with such Affiliate to be consistent with the terms and conditions of this Agreement. Notwithstanding any such review by MPP and Pfizer, Licensee shall remain responsible for ensuring that the terms and conditions of any such agreement(s) with such Affiliate is/are consistent with the terms and conditions of this Agreement, and Licensee shall be responsible for any liability arising from any inconsistency. Licensee shall be held responsible for the actions of any of its Affiliates or any other permitted assignees/transferees in connection with this Agreement, and all obligations of Licensee under this Agreement in connection with the sale and Commercialization of the Licensed Product in the Territory will be deemed to apply to such activities conducted by any of its Affiliates and permitted assignees/transferees. Any rights to manufacture or Commercialize Compound, Product or Licensed Product granted by Licensee to an Affiliate of Licensee shall automatically be terminated in the event that such Affiliate ceases to be an Affiliate of Licensee.
Affiliate Performance. Each party shall be responsible for all actions required of its Affiliates hereunder and shall be liable to the other party for any adverse action or failure to perform by such party's Affiliates hereunder.
Affiliate Performance. Any obligation of either Party under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, at such Party’s sole and exclusive option, either by such Party directly or by any Affiliate of such Party that such Party causes to satisfy, meet or fulfill such obligation, in whole or in part.
Affiliate Performance. Any obligation of TESARO under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, at TESARO’s sole and exclusive option, either by TESARO directly or by any Affiliate or Sublicensee of TESARO that TESARO causes to satisfy, meet or fulfill such obligation, in whole or in part.
Affiliate Performance. Any obligation of Trevi under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, at Trevi’s sole and exclusive option, either by Trevi directly or by any Affiliate or Sublicensee of Trevi that Trevi causes to satisfy, meet or fulfill such obligation, in whole or in part.
Affiliate Performance. Any obligation of Xxxxxxx or Poseida under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, at such Party’s sole and exclusive option, either by such Party directly or by any Affiliate.
Affiliate Performance. Service Provider may engage one or more Affiliates to perform all or any portion of Service Provider’s duties under this Agreement; provided that Service Provider remains liable for the performance of such Affiliates.
Affiliate Performance. Any obligation of COBI under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, at COBI’s sole and exclusive option, either by COBI directly or by any Affiliate or Sublicensee of COBI that COBI causes to satisfy, meet or fulfill such obligation, in whole or in part.
Affiliate Performance. Any obligation of XBIO or CLS under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, either by XBIO or CLS directly or by any Affiliate or Sublicensee of either party.
Affiliate Performance. To the extent that any Amgen Affiliate shall have access to any Celera Database and Analysis Products, and shall have the right to receive any other rights or benefits under this Agreement, or otherwise shall be obligated to perform any obligations under this Agreement, Amgen Inc. shall cause such Amgen Affiliate to perform in full, when due, all applicable obligations under this Agreement to the same extent as if such Amgen Affiliate were a party to this Agreement; provided, however, that nothing in this Section 12.16 shall expand the rights or benefits of Amgen Inc. or any Amgen Affiliates, or the obligations of Celera, beyond those otherwise expressly set forth in this Agreement. Amgen Inc. shall guaranty timely performance in full by such Amgen Affiliate of all such obligations. A breach by such Amgen Affiliate of any such obligation shall constitute a breach by Amgen Inc. of this Agreement and, if a material breach, shall entitle Celera to exercise its rights under Section 2.3.2 (Effects of Termination) and 9.0 (Termination) above, in addition to any other rights and remedies to which Celera may be entitled.
