Development Subcontracting Sample Clauses

Development Subcontracting. Subject to Section 2.2 (Sublicense Rights), Licensee may perform any activities in support of its Development of Products through subcontracting to a Third Party contractor or contract service organization; provided that: (a) none of the rights of BioGenerics hereunder is materially adversely affected as a result of such subcontracting; (b) any such Third Party subcontractor to whom Licensee discloses Confidential Information has entered into an appropriate written agreement obligating such Third Party to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations in Article 11 (CONFIDENTIALITY); (c) Licensee will retain or obtain ownership or a license of any and all intellectual property (and patent rights covering such intellectual property) made by such Third Party in performing such services for Licensee that are necessary for the Development, Manufacturing, and/or Commercialization; and (d) Licensee shall at all times be responsible for the performance of such subcontractor.

Development Subcontracting. Each Party shall have the right to subcontract its Development activities to a Third Party; provided that (a) no such permitted subcontracting shall relieve such Party of any obligation (except to the extent satisfactorily performed by such subcontractor) or any liability hereunder and such Party shall be and remain fully responsible and liable therefor and (b) the agreement pursuant to which such Party engages any Third Party subcontractor shall (i) be consistent in all material respects with the applicable terms and conditions of this Agreement, (ii) contain terms obligating such subcontractor to comply with the confidentiality, intellectual property and all other relevant provisions of this Agreement, and (iii) contain terms obligating such subcontractor to permit the other Party rights of inspection, access and audit substantially similar to those provided to such other Party in this Agreement and (iv) within [****] after entering into a material subcontract or an amendment thereof, such Party shall provide a complete, unredacted copy of the subcontract or amendment, as applicable, written in the English language (or local languages with machine English translations in case of the Asia Territory) for the other Party’s records; provided further that such Party may provide a copy of the subcontract or amendment, as applicable, to the other Party with commercially sensitive or confidential information redacted that is neither reasonably necessary to confirm such Party’s compliance with this Agreement nor specific to the Licensed Products or, in the case of REGENX, the REGENX Technology.

Development Subcontracting. Prior to subcontracting any of its Development obligations hereunder to a Third Party, Editas shall obtain the written consent of the Core Team Chairperson, provided that the Third Parties set forth in Exhibit 2.2(d) shall be deemed pre-approved. Allergan may subcontract its Development obligations to any Third Party without the prior written consent of the Core Team. Each Party shall reasonably inform the Core Team of any such subcontracting arrangement (such Third Parties, “Subcontractors”). The direct, out-of-pocket costs of engaging any such Subcontractor, to the extent related to a Co-Co Product, shall be included as Development Costs with respect to such Co-Co Product, provided, that such costs are contemplated by the applicable Development Budget or consist of Overrun Costs that are subject to cost sharing in accordance with Section 5.3. The Party engaging such Subcontractor shall ensure that, unless otherwise agreed by the Core Team, for each Subcontractor under this Section 2.2(d): (a) such Subcontractor has entered or shall enter into, prior to performing activities under this Agreement, an appropriate written agreement obligating such Subcontractor to be bound by obligations of confidentiality and non-use that are materially consistent with the obligations set forth in Article 7; and (b) the Party engaging such Subcontractor shall obtain and retain ownership of or otherwise obtain an exclusive, royalty free, fully paid up, perpetual, irrevocable, transferable, sublicenseable license to any and all Inventions, Know-How, Patents or other intellectual property rights generated or created by such Subcontractor or incorporated into any deliverables by such Subcontractor in performing such subcontracted activity. Notwithstanding the foregoing, the Party engaging such Subcontractor shall at all times be responsible for the performance of such Subcontractor as if such activities were performed by the responsible Party. Without limiting the generality of the foregoing, such Party shall include in its agreement with each of its Subcontractors under this Section 2.2(d), (i) a right for the other Party to receive, directly or through the Party engaging such Subcontractor, any confidential information of such Subcontractor disclosed under or related to such subcontract (including, without limitation, any information obtained in connection with any audit of such Subcontractor), and (ii) in the case where Editas is the Party engaging such Subcontractor, for ea...

Development Subcontracting. Licensee may subcontract certain Development activities to qualified Third Parties as determined by Licensee in its sole discretion; provided that (a) Licensee shall use Commercially Reasonable Efforts to oversee the performance by its subcontractors of the subcontracted activities in a manner that would be reasonably expected to result in their timely and successful completion, (b) Licensee shall remain responsible for the performance of such activities in accordance with this Agreement and (c) any agreement pursuant to which Licensee engages a subcontractor for such Development activities must be in writing and its terms must be consistent in all material respects with, and subordinate to, this Agreement.

Development Subcontracting. Subject to Section 9.4, (a) PARTNER shall have the right to subcontract its Development activities to a Third Party [****] and (b) REGENX shall have the right to subcontract its Development activities [****]. No such permitted subcontracting shall relieve either Party of any obligation (except to the extent such obligation is performed by such subcontractor) or any liability hereunder and such Party shall be and remain fully responsible and liable therefor. Any agreement pursuant to which a Party engages any Third Party subcontractor must (a) be consistent in all material respects with the applicable terms and conditions of this Agreement and (b) contain terms obligating such subcontractor to comply with the confidentiality, intellectual property and all other relevant provisions of this Agreement. In addition, each Party shall use commercially reasonable efforts to contractually obligate such subcontractor to permit the other Party rights of inspection, access and audit substantially similar to those provided to the other Party in this Agreement. Each Party hereby waives any requirement that the other Party exhaust any right, power or remedy, or proceed against any subcontractor for any obligation or performance under this Agreement, prior to proceeding directly against such first Party.