Separate Programs under the Collaboration1 Sample Clauses

Separate Programs under the Collaboration1. Notwithstanding the provisions of Section 8.6(a), the Clinical Development, Enabling Manufacture or 1 Only insert for E3 Ligase Programs. Commercialization of any Program Product in a Separate Program Directed against the Co-Co Target by or on behalf of Vividion (a “Separate Program Product”) that satisfies the following conditions shall not be prohibited by Section 8.6(a) of this Agreement: (x) such Separate Program Product is no longer subject to Celgene’s Opt-In Right under the Master Agreement and is not the subject of any Development & Commercialization Agreement as a Licensed Product or Shared Product; and (y) such proposed Separate Program Product demonstrates utility in distinct Indications where such Separate Program Product could not be substituted by any Shared Product for such distinct Indication(s), based upon distinct substantiating evidence obtained from Functional Phenotypic Assay Similarity Criteria results (i) as mutually determined by the Parties or (ii) if the Parties are unable to mutually agree within thirty (30) days, as determined by a Scientific Panel appointed and conducted in accordance with Section 2.3.3 of the Master Agreement (any of such one or more distinct Indications for which the Separate Program Product demonstrates utility, a “Permitted Indication”); and (z) such Separate Program Product is only Clinically Developed, Manufactured for Clinical Development or Commercialization, or Commercialized by or on behalf of Vividion or its Affiliates for one or more Permitted Indications. The Parties understand and agree that any Scientific Panel appointed under this Section 8.6(b)(vii) may be convened at any time during the Term (notwithstanding anything to the contrary contained in the Master Agreement but subject to Section 2.3.4(d) of the Master Agreement). Vividion covenants and agrees, on behalf of itself and its Affiliates, as a condition to granting a license or sublicense to Develop, Manufacture or Commercialize such Separate Program Product, or otherwise transferring, assigning, conveying or otherwise granting rights to such Separate Program Product, Vividion shall cause such Third Party licensee, sublicensee, assignee or acquirer to agree in a writing (addressed to Vividion and Celgene) to only Clinically Develop, Manufacture for Clinical Development or Commercialization, or Commercialize such Separate Program Product in one or more Permitted Indications.
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Related to Separate Programs under the Collaboration1

  • Collaboration Management Promptly after the Effective Date, each Party will appoint a person who will oversee day-to-day contact between the Parties for all matters related to the management of the Collaboration Activities in between meetings of the JSC and will have such other responsibilities as the Parties may agree in writing after the Effective Date. One person will be designated by Merck (the “Merck Program Director”) and one person will be designated by Moderna (the “Moderna Program Director,”) together will be the “Program Directors”. Each Party may replace its Program Director at any time by notice in writing to the other Party. Any Program Director may designate a substitute to temporarily perform the functions of that Program Director by written notice to the other Party. The initial Program Directors will be: For Moderna: [***] For Merck: [***]

  • Shareholder Account Maintenance a. Maintain all shareholder records for each account in the Trust.

  • Collaboration Each Party shall provide to the enforcing Party reasonable assistance in such enforcement, at such enforcing Party’s request and expense, including to be named in such action if required by Applicable Laws to pursue such action. The enforcing Party shall keep the other Party regularly informed of the status and progress of such enforcement efforts, shall reasonably consider the other Party’s comments on any such efforts, including determination of litigation strategy and filing of material papers to the competent court. The non-enforcing Party shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such Party shall at all times cooperate fully with the enforcing Party.

  • Collaboration Agreement The Collaboration Agreement shall not have been terminated in accordance with its terms and shall be in full force and effect.

  • Research Matters By entering into this Agreement, the Placement Agent does not provide any promise, either explicitly or implicitly, of favorable or continued research coverage of the Company and the Company hereby acknowledges and agrees that the Placement Agent’s selection as a placement agent for the Offering was in no way conditioned, explicitly or implicitly, on the Placement Agent providing favorable or any research coverage of the Company. In accordance with FINRA Rule 2711(e), the parties acknowledge and agree that the Placement Agent has not directly or indirectly offered favorable research, a specific rating or a specific price target, or threatened to change research, a rating or a price target, to the Company or inducement for the receipt of business or compensation.

  • Responsibility for Intellectual Property The Company assumes all liabilities and responsibility in connection with all Intellectual Property, and the obligations of the Company hereunder or under the Notes and the Warrants shall in no way be affected or diminished by reason of the loss, destruction, damage or theft of any of the Intellectual Property or its unavailability for any reason.

  • Development Program A. Development Activities to be Undertaken (Please break activities into subunits with the date of completion of major milestones)

  • Research Collaboration (a) GSK hereby grants to Anacor a non-exclusive, non-royalty bearing license under the GSK IP, solely as and to the extent necessary or important to conduct activities for which Anacor is responsible under the Research Plans during the Research Collaboration Term.

  • Assignments; Reinsurance; Third-Party Rights (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. None of the Transaction Parties may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of the Insurer. Any assignments made in violation of this Insurance Agreement shall be null and void.

  • Development of Products (a) During the term of this Agreement, ViewRay may from time to time seek services from PEKO with respect to the development of certain Products that can be incorporated into the ViewRay Renaissance™ MRI-guided radiation therapy system. For each Program to be undertaken by PEKO pursuant to this Agreement, the parties will prepare a “Work Statement” and agree to said “Work Statement” in substantially the form attached as Attachment 1. Each Work Statement will describe: (i) the (i) services that PEKO will be responsible for providing to ViewRay and the deliverables that PEKO will be responsible for delivering to ViewRay (“Deliverable(s)”), (ii) delivery schedule for the Deliverables, (iii) pricing terms, (iv) work plan for the Program, and (v) ViewRay’s responsibilities in connection with the Program. Each Work Statement will be prepared based upon the requirements and information provided to PEKO by ViewRay. A separate Work Statement will be required for each Program; and each Work Statement will become subject to this Agreement only when mutually agreed and signed by ViewRay and PEKO.

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