Roche. Roche agrees to use reasonable efforts to proxxxx the services set forth below with the same degree of care and diligence that it applies to meet its own internal needs for similar services and at the same general level of support as is currently being provided to RBL. Roche is not in the business of providing such services to third parties and Roche's only obligations hereunder shall be to use reasonable efforts to meet RBL's needs in the same manner and with the same priority as it uses its reasonable efforts to meet its own internal needs.
Roche. Roche agrees to provide interim trust fund xxx xxxsion and savings plan administration services for RBL from the Effective Time of the Merger until such time as RBL has the capability to assume such services. It is currently anticipated that RBL shall be able to assume such services no later than the fourth quarter of 1995. These services shall include, but not be limited to, (i) administering the RBL pension trust fund, (ii) administering the RBL pension and savings plan, and (iii) training RBL personnel in all aspects of the trust fund and pension and savings plan administrative services currently being performed by Roche. Roche and RBL agree that when the assets in the RBL pension trust fund are transferred, the value of the assets transferred shall be as of the Effective Time of the Merger, plus contributions and any gain and minus disbursements and any loss, from the Effective Time of the Merger until the transfer.
Roche. Roche agrees to provide interim executive comxxxxxtion and payroll administration services for RBL from the Effective Time of the Merger until such time as RBL has the capability to assume such services or until such time as NHL is able to assume such services. These services shall include, but not be limited to, (i) processing payrolls, commissions and other bonus runs, including tax and other employee withholdings, and direct deposit and check distributions (all of which shall be prefunded by RBL by way of wire transfer), (ii) administering the 401(K) Plan transmissions and discrimination testing, (iii) processing 1995 W-2's, (iv) administering United Way contributions, (v) reconciling payroll bank accounts, (vi) maintaining and administering the RBL human resource system, as well as assisting RBL in converting its human resource system to the NHL human resource system, and (vii) other such services currently being provided. It is currently anticipated that RBL or NHL shall be able to assume such services as of RBL's first pay period of 1996.
Roche. Roche agrees to provide interim risk xxxxxemexx xxrvices for RBL from the Effective Time of the Merger until the earlier of the expiration of such insurance policies or the termination of such policies by RBL, but no later than December 31, 1995. These services shall include, but not be limited to, (i) processing claims reported after the Effective Date, but based upon acts, omissions, or events which occurred prior to the Effective Date and which are covered under the Roche occurrence based policies, (ii) assisting RBL in obtaining and reviewing extended "tail" coverages for prior Roche claims-made policies, and (iii) assisting RBL in processing any claims which are reported and covered under the above "tail" coverages.
Roche. Roche agrees to provide interim taxes, xxxasuxx xxd cash and banking services for RBL after the Effective Time of the Merger upon the request of RBL. These services shall include, but not be limited to, (i) providing support in connection with any Federal tax audits regarding periods up to the Effective Time, (ii) assisting RBL with its 1994 and short period 1995 Federal tax return filings and related payments, and (iii) providing certain bank sweep and funding services in the event that such services become necessary. It is currently anticipated that RBL shall be able to assume the services set forth in Subsection (iii) above no later than May 10, 1995.
Roche. Roche warrants that all Product supplied hereunder: (i) shall meet all then-applicable specifications for the Product (the "SPECIFICATIONS"); and (ii) shall be manufactured in accordance with GMP and any other applicable regulatory or legal requirements. At the first JC meeting, the Parties shall agree upon availability and timing of delivery of clinical supplies of the Product hereunder.
Roche. ROCHE ------- Project Team ------------------------------------- ------------------- Clinical Regulatory Marketing Manufacturing CRO MANUFACTURING DATA, ETC. ------------------- 38 EXHIBIT C GLOBAL DEVELOPMENT PLAN ** ------------------- ** This portion has been redacted pursuant to a confidential treatment request. 39 EXHIBIT D MEMBERS OF GLOBAL DEVELOPMENT COMMITTEE GENENTECH Susax Xxxxxxxx Xxxpxxx Xxxxx XSI Nichxxxx Xxxxxxxxxx Xxxl Xxxxxx XOCHX
Roche. Ownership of ROCHE Inventions and intellectual property shall remain vested at all times in ROCHE. PRAECIS hereby acknowledges that this Agreement does not grant PRAECIS any ownership rights in any intellectual property claiming or relating to ROCHE Inventions.
Roche. During the R&D Program, Roche shall, as needed, from time to time, make periodic transfers to Maxygen of new Roche Know-How licensed hereunder and documents containing such Roche Know-How, in electronic format, if available, either at Roche’s facilities or as presentations at a JPT meeting. Such Roche Know-How shall include, without limitation, information relating to pre-clinical development, manufacturing and regulatory matters. **** 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.
Roche. All amounts due Roche hereunder shall be paid in Dollars by wire transfer in immediately available funds to an account designated by Roche, or by such other commercially reasonable means as may be designated by Roche.
