Service Entity Acting as Lead Studio Sample Clauses

Service Entity Acting as Lead Studio. In connection with any Covered Product for which a Service Entity is acting as the “lead studio”, the Master Servicer shall form a single-purpose subsidiary of the Borrower whose sole purpose shall be to produce, complete and deliver such Covered Product (a “PSC”). Such PSC shall enter into a production services agreement with the Borrower or other applicable Service Entity for the applicable Covered Product (pursuant to which such Service Entity shall engage such PSC to produce, complete and deliver such Covered Product), which shall be in customary form and shall provide (among other things) (A) that all results and proceeds of such PSC’s services (including the results and proceeds of third Persons engaged by such PSC) are deemed to be a work-made-for-hire for the applicable Service Entity prepared within the scope of such PSC’s employment and/or as a work specifically ordered and/or commissioned by the applicable Service Entity for use in an audio-visual work in accordance with United States copyright law, and therefore, the applicable Service Entity shall be the author and exclusive copyright owner of such results and proceeds for all purposes throughout the universe in perpetuity; and (B) for such PSC to grant a security interest to the applicable Service Entity in all of such PSC’s personal property as security for such PSC’s obligations under its production services agreement. The Master Servicer shall assist each PSC (in consultation with the applicable Service Entity) in identifying and engaging personnel to furnish services, facilities, equipment and materials necessary to enable such PSC to produce, complete and deliver the relevant Covered Product and to otherwise fulfill such PSC’s obligations under the production services agreement and any other agreements relating to the production, completion and delivery of such Covered Product, and the Master Servicer shall furnish supervisory services over such personnel as are engaged by the PSC to produce such Covered Product. (ii) Service Entity Not Acting as Lead Studio. In connection with any Covered Product for which a Service Entity is not acting as the “lead studio”, the Master Servicer 4 shall oversee and assist the relevant Service Entity with exercising any approval or other rights it may have with respect to the production of such Covered Product under the applicable Approved Co-Financing Agreement(s) and other third party agreements relating to such Covered Product (in each case, as and to ...
Sample 1
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Related to Service Entity Acting as Lead Studio

  • Joint Manufacturing Committee In accordance with Section 2.5(c)(iv), the Parties shall promptly establish and convene a joint Manufacturing Committee (the “JMC”) for the overall coordination and oversight of the Manufacturing of clinical and commercial supplies of the Product under this Agreement as provided in the Manufacturing Plan (including the Manufacture of API, Drug Product and Finished Product). The JMC shall consist of representatives of each Party, and shall operate by procedures, as set forth in Section 2.5. The role of the JMC shall be:

  • Stockholder Has Adequate Information Stockholder is a sophisticated seller with respect to the Securities and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Securities and has independently and without reliance upon either the Merger Sub or the Parent and based on such information as Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Stockholder acknowledges that neither the Merger Sub nor the Parent has made and neither makes any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Stockholder acknowledges that the agreements contained herein with respect to the Securities by Stockholder are irrevocable (prior to the Termination Date).

  • 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: [***]

  • Regulatory Activities Beginning on the Effective Date and to the extent UGNX remains the Lead Development Party with respect to a particular territory, subject to and in accordance with the terms and conditions of this Agreement and the requirements of Applicable Laws, UGNX, shall: (a) use Commercially Reasonable Efforts to file (or have filed) all Regulatory Filings with respect to the Licensed Products in the Field in order to obtain Marketing Approvals in each country in the Territory and the European Territory (or to obtain the European Centralized Approval in the European Core Territory) and in order to obtain Pricing and/or Reimbursement Approvals in the Profit Share Territory; (b) respond in a timely fashion to requests for data and information from Regulatory Authorities with respect to the Licensed Products in the Field in the Territory and the European Territory; and (c) meet with officials of the Regulatory Authorities at such times as may be requested by such Regulatory Authorities with respect to the Core Development Activities (“Regulatory Activities”), provided that KHK will have primary responsibility for obtaining, and UGNX shall provide all assistance reasonably requested by KHK, in relation to Pricing and/or Reimbursement Approvals for the Licensed Products in the Field in the European Territory. For the avoidance of doubt, UGNX will be responsible for obtaining, and KHK will provide all assistance reasonably requested by UGNX, in relation to Pricing and/or Reimbursement Approvals, if any, for the Licensed Products in the Field in the Profit Share Territory as part of the UGNX Core Development Activities, it being understood that the costs incurred by UGNX in connection with such activities will be shared equally (50/50). All such Regulatory Activities will be conducted in a manner consistent with the Core Development Plan and coordinated by the JSC in accordance with Article 3. Without limiting the applicability of the foregoing and the remainder of this Article 5, UGNX shall interface with the applicable Regulatory Authority(ies) and, through the JDC, shall keep KHK reasonably informed of all material events and developments occurring in the course of the Regulatory Activities, including scheduled UGNX regulatory strategy discussions and meetings with Regulatory Authorities in the Territory and the European Territory relating to the Licensed Products in the Field.

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