Improvement Scope Clause Samples

Improvement Scope. Once a Commercial Strain, Commercial Compound or Product has entered into the production and commercialization phase, each Party shall be deemed to have granted the licenses as set forth in Article 6 below to conduct research and development activities independently within the Improvement Scope provided that the Party receiving such licenses offers the other Party an “Improvement Right of First Refusal” as described in this Section 2.3 which shall permit such other Party the option to participate in such Party’s research and development activities within the Improvement Scope based on 50/50 cost and profit sharing (as applicable to Development Projects generally and further described herein), unless otherwise agreed to by the Parties in writing taking into account the nature of the project and the contributions of the Parties. In the event that a Party or any of its Affiliates (“Improving Party”) desires to conduct research and development activities within the Improvement Scope, it shall first provide the other Party written notice containing a description of such research and development activities (the “Proposed Improvement Project”). The Improving Party shall not commence the Proposed Improvement Project without the other Party for a period of 60 days from the date of notice being given to the other Party or until the Improving Party receives written notice from the other Party that the other Party does not wish to enter into such Proposed Improvement Project with the Improving Party, whichever is earliest. If the other Party provides notice to the Improving Party within such 60 day period that the other Party or any of its Affiliates desires to exercise the Improvement Right of First Refusal, then the Improving Party shall not commence the Proposed Improvement Project without the other Party or its Affiliate, the Parties shall promptly enter into any applicable agreements with any Third Parties anticipated to be involved in the project as so decided by the Parties), agree upon a Development
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Improvement Scope. Once a Commercial Strain, Commercial Compound or Product has entered into the production and commercialization phase, each Party shall be deemed to have granted the licenses as set forth in Article 6 below to conduct research and development activities independently within the Improvement Scope provided that the Party receiving such licenses offers the other Party an “Improvement Right of First Refusal” as described in this Section 2.3 which shall permit such other Party the option to participate in such Party’s research and development activities within the Improvement Scope based on 50/50 cost and profit sharing (as applicable to Development Projects generally and further described * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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Related to Improvement Scope

  • Improvement Plan A detailed, written plan initiated by the evaluator. The teacher may provide input at the meeting to review the plan. Improvement plans are utilized when a teacher receives an Evaluation Rating of Ineffective or when an administrator utilizes discretion to place any teacher on an improvement plan at any time based on any individual deficiency in the evaluation system. The approved form for the Improvement Plan is attached to this agreement as Appendix A-9.

  • Improvement Plans A professional improvement plan is a clearly articulated assistance program for a teacher whose student growth measure dimension of the evaluation is below the expected level of student growth. For the purposes of this agreement, improvement plans shall be based on the individual student growth measure level, and not for overall subjects or classes taught.

  • Needs Improvement the Educator’s performance on a standard or overall is below the requirements of a standard or overall, but is not considered to be unsatisfactory at this time. Improvement is necessary and expected.

  • School Improvement The parties do hereby mutually agree that the school improvement process currently in effect will continue. Any plan developed by the committees shall not be in conflict with the master agreement or board policy.

  • Initial Improvements (a) The final space plan (the “Space Plan”) for the Premises, mutually approved by the Parties is attached as Appendix 1. (b) Landlord shall cause the Base Building Improvements (the “Base Building Improvements”) described on Appendix 2 to be completed in accordance with the plans and specifications (the “Building Plans”) prepared by Landlord, the Building Standards and Specifications (the “Building Standards”) attached as Appendix 3 and Laws. The Base Building Improvements shall be made, and the Building Plans shall be prepared, at Landlord’s sole cost and expense, except that any changes, alterations, modifications or upgrades to: (i) the Base Building Improvements or the Building Plans requested by Tenant and approved by Landlord; or (ii) the Tenant Improvements or the Tenant Improvement Plans (both defined below) that result in changes, alterations, modifications or upgrades to the Base Building Improvements or the Building Plans, shall be made at Tenant’s sole cost and expense. (c) Landlord shall also cause the Tenant Improvements (the “Tenant Improvements”) described on Appendix 2 to be completed in accordance with the Space Plan, the plans and specifications (including the tenant finishes) (the “Tenant Improvement Plans”) approved by the Parties, the Building Standards and Laws. Subject to the last sentence of this subparagraph (c), the Tenant Improvements shall be made, and the Tenant Improvement Plans shall be prepared, at Landlord’s cost and expense, except to the extent that, at Tenant’s direction, the Tenant Improvements vary from the Space Plan or the Building Standards. To the extent that, at Tenant’s direction, the Tenant Improvements vary from the Space Plan or the Building Standards, such variance shall be made at Tenant’s sole cost and expense. Notwithstanding the foregoing to the contrary, Tenant shall pay to Landlord all costs incurred or payable by Landlord in making the Balconies accessible and usable by Tenant within ten (10) business days after the receipt of an invoice therefor, accompanied by such detail as may reasonably be requested by Tenant, which invoice may be delivered prior to the commencement of construction. (The Base Building Improvements and the Tenant Improvements are referred to in this Exhibit collectively as the “Initial Improvements.”) The Initial Improvements shall be completed free of any mechanics’ liens, except to the extent of any dispute in connection therewith, in which case Landlord shall adequately protect the Property from the foreclosure of any such lien. (d) Landlord shall cause the Tenant Improvement Plans to be prepared by a registered professional architect and mechanical and electrical engineer(s). Landlord shall furnish the initial draft of the Tenant Improvement Plans to Tenant for Tenant’s review and approval. Tenant shall within three (3) business days after receipt either provide comments to such Tenant Improvement Plans or approve the same. Tenant shall be deemed to have approved such Tenant Improvement Plans if Tenant does not timely provide comments on such Tenant Improvement Plans. If Tenant provides Landlord with comments to the initial draft of the Tenant Improvement Plans, Landlord shall provide revised Tenant Improvement Plans to Tenant incorporating Tenant’s comments within three (3) business days after receipt of Tenant’s comments. Tenant shall within three (3) business days after receipt then either provide comments to such revised Tenant Improvement Plans or approve such Tenant Improvement Plans. Tenant shall be deemed to have approved such revised Tenant Improvement Plans if Tenant does not timely provide comments on such Tenant Improvement Plans. The process described above shall be repeated, if necessary, until the Tenant Improvement Plans have finally been approved by Tenant. (e) Landlord shall provide project management services in connection with the construction of the Initial Improvements and the Change Orders (defined below). Such project management services shall be performed without cost to Tenant, except for Change Orders, which shall be performed for a fee of five percent (5%) of all costs related to the construction of the Change Orders. Tenant may, at Tenant’s discretion and sole cost and expense, engage a representative to oversee construction activities on Tenant’s behalf. Said representative shall coordinate its efforts with Landlord’s project manager and/or contractor, shall have full access to all information and documentation with respect to the Tenant Improvements and may be engaged throughout the design and construction process of the Tenant Improvements.