Affiliates and Subcontractors. In providing the Services, MCK may use personnel of MCK and/or its Affiliates, and/or engage the services of other third-parties to provide or assist MCK (or its Affiliates) in the provision of the Services. MCK will remain responsible for any Services performed by its Affiliates or such other third-parties and MCK’s use of an Affiliate or other subcontractor will not relieve MCK of its obligations under this Agreement. The use of a new third-party to provide a Service, who had not previously provided an applicable Service to the Core MTS Business prior to Closing, shall require NewCo’s consent (including directly entering a HIPAA-compliant business associate agreement with NewCo if necessary), such consent not to be unreasonably withheld.
Affiliates and Subcontractors. In providing the Services, NewCo may use personnel of NewCo and/or its Affiliates, and/or engage the services of other third-parties to provide or assist NewCo (or its Affiliates) in the provision of the Services. NewCo will remain responsible for any Services performed by its Affiliates or such other third-parties and NewCo’s use of an Affiliate or other subcontractor will not relieve NewCo of its obligations under this Agreement. The use of a new third-party to provide a Service, who had not previously provided an applicable Service to EIS prior to Closing, shall require MCK’s consent (including directly entering a HIPAA-compliant business associate agreement with MCK if necessary), such consent not to be unreasonably withheld.
Affiliates and Subcontractors. Contractor shall be required to include in Contractor’s contracts with Affiliates and Subcontractors audit and record retention provisions which allow the Minister to audit the books and records of the Affiliates or Subcontractors to the extent that they relate to this Contract and to retain records, all in accordance with the requirements of this Accounting Procedure.
Affiliates and Subcontractors. Neither Contractor nor Enrolled Customer shall bring any action against the other’s Affiliates or Subcontractors in respect of any matter disclaimed on their behalf in this Contract.
Affiliates and Subcontractors. At all times, USBFS shall remain responsible and liable for any act or omission affecting the Trusts’ Confidential Information by any of its affiliates, agents or subcontractors permitted by the Trusts as if such action or omission were performed by USBFS.
Affiliates and Subcontractors. Either Party may engage, at its sole expense, its Affiliates or Third Party subcontractors (including contract research organizations) to perform certain of its obligations under this Agreement. Any Affiliate or Third Party subcontractor to be engaged by a Party to perform such Party’s obligations set forth in this Agreement shall meet the qualifications typically required by such Party for the performance of work similar in scope and complexity to the subcontracted activity. The activities of any such Affiliates or Third Party subcontractors shall be considered activities of such Party under this Agreement. Such Party shall be responsible for ensuring compliance by any such Affiliates or Third Party subcontractors with the terms of this Agreement. In any case in which a Party engages an Affiliate or a Third Party subcontractor, such Party shall obtain sole ownership of, or exclusive license to, all inventions, data, information and related intellectual property rights made or developed by such Affiliate or Third Party subcontractor so that the Party is able to make the assignments and grant the licenses set forth herein.
Affiliates and Subcontractors. Sponsor agrees that Quintiles may use the services of its corporate affiliates to fulfill Quintiles’ obligations under this Work Order. Any such affiliates shall be bound by all the terms and conditions of, and be entitled to all rights and protections afforded under, the Master Agreement and this Work Order. Any subcontractors or consultants (other than Quintiles’ affiliates) that will be used by Quintiles in performing the Services are listed below: [Insert names of any subcontractors or consultants, other than Quintiles’ affiliates, that will be used]
Affiliates and Subcontractors. Neither Party shall subcontract any of is obligations hereunder without the written consent of the other Party. Each Party shall exercise sole control of its Affiliates, permitted subcontractors and consultants, shall ensure that they comply with all of the terms and conditions of this Agreement and shall be solely responsible for their actions and omissions. Any breach of the terms of this Agreement by a Party's Affiliates, subcontractors or consultants shall constitute a breach by such Party, entitling the non-breaching Party to pursue against it all rights and remedies under this Agreement or applicable law that such other Party would have been entitled to assert against the Party had the Party directly breached this Agreement. In furtherance of the foregoing, to the extent that any obligations of either Party are subcontracted hereunder, such subcontractor must agree in writing to be bound by the terms of this Agreement or, in the case of the confidentiality obligations under Section 12, an agreement no less restrictive than the provisions of Section I2 and either Party may review such writings and agreements upon reasonable notice to the other Party.
Affiliates and Subcontractors. Each Party may perform its obligations hereunder personally or through one or more Affiliates or subcontractors, although each Party shall nonetheless be solely responsible for the performance of its Affiliates and subcontractors. Neither Party shall permit any of its Affiliates or subcontractors to commit any act (including any act of omission) that such Party is prohibited hereunder from committing directly. The use of subcontractors by either Party shall not increase the financial obligations of the other Party hereunder in any respect.
Affiliates and Subcontractors. Each Party may perform its obligations hereunder personally or through one or more Affiliates or subcontractors, although each Party shall nonetheless be solely responsible for the performance of its Affiliates and subcontractors. Neither Party shall permit any of its Affiliates or subcontractors to commit any act (including any act of omission) that such Party is prohibited hereunder from committing directly. The use of subcontractors by either Party shall not increase the financial obligations of the other Party hereunder in any respect. [Signature page follows] License, Development and Commercialization Agreement – Confidential – Page 28 INFINITY PHARMACEUTICALS, INC. By: Title: Date of Signature: NOVARTIS INTERNATIONAL PHARMACEUTICAL LTD. By: Title: Date of Signature: By: Title: Date of Signature: Schedule A Licensed Patents [to be provided] License, Development and Commercialization Agreement – Confidential EXHIBIT B SCAFFOLD EXAMPLES The scheme below serves as an example of what would and would not be included as part a single Scaffold, as defined in Sections 1.36. The scheme describes the synthesis of a Scaffold which would include the structures 4b-d and 5b-d. 4b-d and 5b-d are rigid, densely functionalized compounds that can undergo further reactions to introduce a variety of functional groups around the [**] structure. The [**] groups can serve as substrates for [**] cross-coupling reactions. The [**] can react with [**] while simultaneously unmasking [**] for subsequent reactions. All of these modifications to the Scaffold would be considered as part of the same Scaffold. Additionally, it is conceivable that many other [**] could have been employed to create the [**] precursor to the [**] embedded in the [**] scaffold and those which are accessible via a reasonable synthetic pathway would also be considered part of the same Scaffold. In this example, replacement of the designated [**] precursor to the [**] with another would create a different Scaffold because it would create different array of chemical functionality for subsequent attachment of a variety of substituents using synthetic organic transformations and would be considered a different Scaffold. Notwithstanding the foregoing, if the use of various [**] were explored and was found to react similarly (as the [**] were found to in this example), then the scope of such variability would be considered part of the same Scaffold; provided that the same array of chemical functionality for subs...
