Immune Sample Clauses

Immune. Immune shall have responsibility for participating and/or completing but not financing all Product development activities as provided in the initial development plan after execution of the License Agreement. Immune shall promptly provide documents and materials related to Product and reasonable assistance in the transition of know-how to NPT and such other assistance as NPT may reasonably request. Governance The Parties shall establish a joint steering committee comprised of senior executives of the Parties to oversee development and commercialization efforts (“JSC”). Each Party shall be entitled to designate two representatives to the JSC, which shall meet at least once every 6 months to review the development plan as it may be revised from time to time and NPT’s written report setting forth material development and commercialization activities. Governance (Cont’d) NPT shall consult with the JSC regarding significant decisions but, for the avoidance of doubt, the JSC shall be a forum for the exchange of information between the Parties and shall act only in an advisory capacity and shall not have decision-making powers. Immune shall have the right to nominate one board member to the board of directors of NPT and shall have veto rights on specific board decisions to be mutually agreed by the Parties. Sub-License Rights NPT shall have the right to sub-license its rights under the License Agreement subject to Immune’s prior written approval which shall not be unreasonably withheld, provided the sublicensee agrees to assume all responsibilities of NPT and be bound by the terms of the License Agreement. Termination NPT shall have the right to terminate the License Agreement upon 180-days prior written notice plus other usual and reasonable termination provisions including material breach, and bankruptcy of either Party and failure to diligently pursue the product development plan as mutually agreed will be considered. Upon termination of the License Agreement, NPT’s right to Product and related intellectual property shall immediately terminate. NPT shall promptly provide Immune copies of any Product related intellectual property developed by NPT and shall execute documents, if any, necessary to perfect Immune’s ownership of any IND’s, NDA’s, patents and patent applications or other Product related intellectual property and, where applicable, insure orderly transition of sales of Product. NPT will be responsible for all payments due according to the Licensing Ag...
Sample 1
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Related to Immune

  • Immunity Vendor agrees that nothing in this Agreement shall be construed as a waiver of sovereign or government immunity; nor constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department. The failure to enforce, or any delay in the enforcement of, any privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department under this Agreement or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel.

  • Attachment If any material portion of Borrower's assets is attached, seized, subjected to a writ or distress warrant, or is levied upon, or comes into the possession of any trustee, receiver or person acting in a similar capacity and such attachment, seizure, writ or distress warrant or levy has not been removed, discharged or rescinded within ten (10) days, or if Borrower is enjoined, restrained, or in any way prevented by court order from continuing to conduct all or any material part of its business affairs, or if a judgment or other claim becomes a lien or encumbrance upon any material portion of Borrower's assets, or if a notice of lien, levy, or assessment is filed of record with respect to any of Borrower's assets by the United States Government, or any department, agency, or instrumentality thereof, or by any state, county, municipal, or governmental agency, and the same is not paid within ten (10) days after Borrower receives notice thereof, provided that none of the foregoing shall constitute an Event of Default where such action or event is stayed or an adequate bond has been posted pending a good faith contest by Borrower (provided that no Credit Extensions will be required to be made during such cure period);

  • Diversity The Employer and the Union recognize the values of diversity in the workplace and will work cooperatively toward achieving a work environment that reflects the interests of a diverse work force.

  • Adjunct Faculty Adjunct faculty shall be eligible for benefits as follows:

  • Analogous proceedings there occurs, in relation to any Security Party, in any country or territory in which any of them carries on business or to the jurisdiction of whose courts any part of their assets is subject, any event which, in the reasonable opinion of the Agent, appears in that country or territory to correspond with, or have an effect equivalent or similar to, any of those mentioned in clauses 10.1.6 to 10.1.12 (inclusive) or any Security Party otherwise becomes subject, in any such country or territory, to the operation of any law relating to insolvency, bankruptcy or liquidation; or

  • Seizure all or a material part of the undertaking, assets, rights or revenues of, or shares or other ownership interests in, any Security Party are seized, nationalised, expropriated or compulsorily acquired by or under the authority of any Government Entity; or

  • Personal Appearance 19.01 Each employee agrees that he or she will adhere to the grooming and hygiene standards of the Employer as set out in the Employee Handbook.

  • Influenza Vaccine Upon recommendation of the Medical Officer of Health, all employees shall be required, on an annual basis to be vaccinated and or to take antiviral medication for influenza. If the costs of such medication are not covered by some other sources, the Employer will pay the cost for such medication. If the employee fails to take the required medication, she may be placed on an unpaid leave of absence during any influenza outbreak in the home until such time as the employee has been cleared by the public health or the Employer to return to the work environment. The only exception to this would be employees for whom taking the medication will result in the employee being physically ill to the extent that she cannot attend work. Upon written direction from the employee’s physician of such medical condition in consultation with the Employer’s physician, (if requested), the employee will be permitted to access their sick bank, if any, during any outbreak period. If there is a dispute between the physicians, the employee will be placed on unpaid leave. If the employee gets sick as a reaction to the drug and applies for WSIB the Employer will not oppose the application. If an employee is pregnant and her physician believes the pregnancy could be in jeopardy as a result of the influenza inoculation and/or the antiviral medication she shall be eligible for sick leave in circumstances where she is not allowed to attend at work as a result of an outbreak. This clause shall be interpreted in a manner consistent with the Ontario Human Rights Code.

  • Process a. The grievance shall be referred to one of the following arbitrators:

  • Supplier Diversity Seller shall comply with Xxxxx’s Supplier Diversity Program in accordance with Appendix V.

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