Responsibilities and Diligence Sample Clauses

Responsibilities and Diligence. (a) Licensee shall be responsible, at its sole expense and discretion, for Commercializing the Licensed Products in the Field in the Licensed Territory, in compliance and accordance with the terms and conditions of this Agreement. Licensee shall use Commercially Reasonable Efforts to (i) Commercialize the Licensed Product(s) in the Regions within Licensed Territory where the Regulatory Approval has been obtained, and (ii) achieve the First Commercial Sale in the applicable Region in the Licensed Territory reasonably promptly after obtaining Regulatory Approval for such Licensed Product in such Region. In conducting Commercialization of Licensed Product, Licensee will comply, and will ensure that its Affiliates comply, and will include in each of its Sublicense Agreements an obligation of its Sublicensees to comply, with all Applicable Laws related to its Commercialization of the Licensed Products, including, as applicable, all applicable anti-bribery and anti-corruption laws and regulations. Without limiting the generality of the foregoing, Licensee will not promote or market or sell any of the Licensed Products in a manner that would conflict with Applicable Laws.
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Responsibilities and Diligence. (a) Seagen. Seagen shall be responsible for: (i) the Development of the Royalty Products in the Field in the Seagen Territory; (ii) the conduct of Global Trials for Royalty Products worldwide; (iii) the conduct of Collaborative Global Trials as set forth in the Global Development Plan with the exception of the patient contribution obligation detailed in Section 4.1(c)(i); and (iv) [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. the conduct of all Seagen Territory-specific Trials pursuant to the Seagen Development Plan, in accordance with this Article 4. Seagen, directly or through one or more Affiliates or Third Parties, shall use Commercially Reasonable Efforts to Develop and obtain Regulatory Approval for the RC48 Licensed Product in each Major Market in the Seagen Territory in [ * ]for each of [ * ]. Seagen shall use Commercially Reasonable Efforts to Develop and obtain Regulatory Approval for at least [ * ] and at least [ * ], in each case in [ * ] in [ * ]. Seagen shall conduct such Development in a timely, professional manner and in compliance with all Applicable Laws, including GLP, GCP and GMP. Seagen shall be the sponsor (under Applicable Law) for all Seagen Territory-specific Trials, Global Trials and Collaborative Global Trials. All clinical data generated pursuant to Seagen Territory-specific Trials shall be solely owned by Seagen, and RemeGen shall have Limited Use to such data subject to Section 5.3(b).
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Responsibilities and Diligence 
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Related to Responsibilities and Diligence

  • Responsibilities and Duties (a) As President and Chief Executive Officer, the Executive shall serve under the board of directors of the Corporation and will perform all duties and will have all powers associated with these positions, as set forth in any job description provided to the Executive by the Corporation or as may be set forth in the bylaws of the Corporation. In addition, the Executive shall be responsible for establishing the business objectives, policies and strategic plans of the Corporation. The Executive shall report directly to the board of directors of the Corporation.

  • Responsibilities 1. Subject to the provisions of this Agreement, BNY shall with respect to each Specified Country select an Eligible Foreign Custodian. In connection therewith, BNY shall: (a) determine that assets of the Funds held by such Eligible Foreign Custodian will be subject to reasonable care, based on the standards applicable to custodians in the relevant market in which such Eligible Foreign Custodian operates, after considering all factors relevant to the safekeeping of such assets, including, without limitation, those contained in paragraph (c)(1) of the Rule; (b) determine that the Funds’ foreign custody arrangements with each Eligible Foreign Custodian are governed by a written contract with the Custodian which will provide reasonable care for the Funds’ assets based on the standards specified in paragraph (c)(1) of the Rule; (c) determine that each contract with an Eligible Foreign Custodian shall include the provisions specified in paragraph (c)(2)(i)(A) through (F) of the Rule or, alternatively, in lieu of any or all of such (c)(2)(i)(A) through (F) provisions, such other provisions as BNY determines will provide, in their entirety, the same or a greater level of care and protection for the assets of the Funds as such specified provisions; (d) monitor pursuant to the Monitoring System the appropriateness of maintaining the assets of the Funds with a particular Eligible Foreign Custodian pursuant to paragraph (c)(1) of the Rule and the performance of the contract governing such arrangement; and (e) advise the Funds whenever BNY determines under the Monitoring System that an arrangement (including, any material change in the contract governing such arrangement) described in preceding clause (d) no longer meets the requirements of the Rule.

  • DUTIES AND RESPONSIBILITIES OF FMFS FMFS shall perform all of the customary services of a transfer agent and dividend disbursing agent, and as relevant, agent in connection with accumulation, open account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program), including but not limited to:

  • Rights, Duties and Responsibilities of Escrow Agent It is understood and agreed that the duties of the Escrow Agent are purely ministerial in nature, and that:

  • Responsibilities of the Parties 7.1. Rostelecom and the User bear responsibility for non-fulfillment or improper fulfillment of their responsibilities in the Agreement in accordance with the current law of the Russian Federation, (including the Regulations) and the Agreement.

  • Positions, Duties and Responsibilities (A) During the Term of Agreement, the Executive shall serve as Senior Vice President and Chief Financial Officer of the Company; shall have the authority, duties and responsibilities customarily exercised by an individual serving in those positions in a corporation of the size and nature of the Company; shall perform such duties relating to the management and operations of the Company, consistent with the foregoing, as may from time to time be assigned to him by the Chief Executive Officer of the Company (the "CEO"); shall be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities; and shall report solely and directly to the CEO.

  • Position, Duties and Responsibilities During the Term of Employment, Executive shall be employed and serve as the Chief Executive Officer of the Company Group (together with such other position or positions consistent with Executive’s title as the Board shall specify from time to time) and shall have such duties and responsibilities commensurate with such title, including managing the day-to-day business activities of the Company (subject to operating guidelines and budgets established by the Board from time to time). Executive also agrees to serve as an officer and/or director of any other member of the Company Group, in each case without additional compensation.

  • Certain Duties and Responsibilities (a) Except during the continuance of an Event of Default,

  • Duties and Responsibilities of Manager During the Term of this Agreement, subject to the provisions of Section 3.1, Manager shall provide, in exchange for the Management Fee described herein, all such services as are necessary and appropriate for the day-to-day administration and management of Provider’s business in a manner consistent with good business practice, including, without limitation, those services set forth in this Article 2.

  • Responsibilities of Seller Anything herein to the contrary notwithstanding, the exercise by the Agent and the Purchasers of their rights hereunder shall not release the Servicer, Originator or Seller from any of their duties or obligations with respect to any Receivables or under the related Contracts. The Purchasers shall have no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of Seller.

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