Common use of Conflicting Obligations Clause in Contracts

Conflicting Obligations. Consultant hereby certifies that Consultant has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Consultant from complying with the provisions hereof, and further certifies that Consultant will not enter into any such conflicting agreement during the term of this Agreement. Subject to written waivers that may be provided by the Company upon request, which shall not be unreasonably withheld, Consultant agrees that, during the term of this Agreement, Consultant will not directly or indirectly (i) provide any services targeting TRK A, TRK B, TRK C, RET or FGFR programs or provide services for [*], [*],[*] or [*] (the “Field of Interest”)to any other business or commercial entity, (ii) provide any services for any company that are in the same Field of Interest as the Company and shall list on Exhibit B hereto any other companies for whom Consultant is providing services (“Outside Companies”), or (iii) participate in the formation of any business or commercial entity with the same targets as the Company. Without limiting the foregoing, Consultant agrees to use his or her best efforts (A) to segregate Consultant’s Services performed under this Agreement from Consultant’s work done for the Outside so as to minimize any questions of disclosure of, or rights under, any inventions, (B) to notify the Company if at any time the Consultant believes that such questions may result from his or her performance under this Agreement and (C) to assist the Company in fairly resolving any questions in this regard which may arise. The Services performed hereunder will not be conducted on time that is required to be devoted to any other third party. The Consultant shall not use the funding, resources and facilities of any other third party, without the prior written consent of the Company, to perform Services hereunder and shall not perform the Services hereunder in any manner that would give any third party rights or access to the product of such Services. [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Appears in 2 contracts

Samples: Consulting Agreement, Consulting Agreement (Loxo Oncology, Inc.)

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Conflicting Obligations. Consultant Advisor hereby represents, warrants and certifies that Consultant Advisor has no outstanding agreement agreement, commitment or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Consultant Advisor from complying with the provisions hereof, and further represents, warrants and certifies that Consultant Advisor will not enter into any such conflicting agreement agreement, commitment or obligation during the term of this Agreement. Subject to written waivers that may be provided by the Company Stoke upon request, which shall not be unreasonably withheld, Consultant Advisor agrees that, during the term of this Agreement, Consultant Advisor will not directly or indirectly (i) provide any services targeting TRK A, TRK B, TRK C, RET or FGFR programs or provide services for [*], [*],[*] or [*] (in the Field of Interest”)to Interest (as defined in Exhibit A) to any other business or commercial entity, (ii) provide any services for any company third party that are in the same Field of Interest as the Company is competitive with Stoke, and shall list on in Exhibit B hereto any other companies for whom Consultant Advisor is providing services (“Outside Companies”), or (iii) participate in the formation of any business or commercial entity in the Field of Interest or otherwise competitive with the same targets as the Company. Without limiting the foregoing, Consultant agrees to use his or her best efforts (A) to segregate Consultant’s Services performed under this Agreement from Consultant’s work done for the Outside so as to minimize any questions of disclosure of, or rights under, any inventions, (B) to notify the Company if at any time the Consultant believes that such questions may result from his or her performance under this Agreement and (C) to assist the Company in fairly resolving any questions in this regard which may ariseStoke. The Services performed hereunder will not be conducted on time that is required to be devoted to any other third party. The Consultant Advisor shall not use the funding, resources and or facilities of any other third party, without the prior written consent of the CompanyStoke, to perform Services hereunder and shall not perform the Services hereunder in any manner that would give any third party rights or access to the product of such Services. [*] Certain information Without limiting the foregoing, Advisor agrees to (A) segregate Advisor’s Services performed under this Agreement from Advisor’s work done for Organization, Outside Companies, or any other third party so as to minimize any questions of disclosure of, or rights under, any inventions, (B) notify the CEO of Stoke if at any time Advisor believes that such questions may result from Advisor’s performance under this Agreement and (C) assist Stoke in fairly resolving any questions in this document has been omitted regard which may arise. Notwithstanding anything to the contrary in this Agreement, Stoke and filed separately Advisor acknowledge that Advisor is an employee of Organization and subject to Organization’s policies, including policies concerning consulting, conflicts of interest, and intellectual property. To ensure compliance with these policies, this Agreement incorporates the terms of Organization’s Uniform Consulting Agreement Provisions, which are attached hereto as Exhibit D. Stoke and Advisor agree that if anything in this Agreement is inconsistent with the Securities Organization’s Uniform Consulting Agreement Provisions, the Organization’s Uniform Consulting Agreement Provisions will govern and Exchange CommissionAdvisor’s compliance therewith shall not be deemed to be a breach of this Agreement. Confidential treatment has been requested with respect Without limiting the foregoing, Advisor shall use reasonable efforts to notify Stoke of any such conflict or any material changes to the omitted portionspolicies of Organization.

Appears in 2 contracts

Samples: Scientific Advisory Board Agreement (Stoke Therapeutics, Inc.), Scientific Advisory Board Agreement (Stoke Therapeutics, Inc.)

Conflicting Obligations. Consultant hereby certifies that Consultant has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Consultant from complying with the provisions hereof, and further certifies that Consultant will not enter into any such conflicting agreement during the term of this Agreement. Subject to written waivers that may be provided by the Company upon request, which shall not be unreasonably withheld, Consultant agrees that, during the term of this Agreement, Consultant will not directly or indirectly (i) provide any services targeting TRK A, TRK B, TRK C, RET or FGFR programs or provide services for [*], [*],[*] or [*] (in the Field of Interest”)to Interest (as defined on Exhibit A hereto) to any other business or commercial entity, (ii) provide any services for any company that are in the same Field of Interest as is competitive with the Company and shall list on Exhibit B hereto any other companies for whom Consultant is providing services (“Outside Companies”), or (iii) participate in the formation of any business or commercial entity in the Field of Interest or otherwise competitive with the same targets as the Company. Without limiting the foregoing, Consultant agrees to use his or her best efforts (A) to segregate Consultant’s Services performed under this Agreement from Consultant’s work done for the Outside so as to minimize any questions of disclosure of, or rights under, any inventionsInventions, (B) to notify the Company if at any time the Consultant believes that such questions may result from his or her performance under this Agreement and (C) to assist the Company in fairly resolving any questions in this regard which may arise. The Services performed hereunder will not be conducted on time that is required to be devoted to any other third party. The Consultant shall not use the funding, resources and facilities of any other third party, without the prior written consent of the Company, to perform Services hereunder and shall not perform the Services hereunder in any manner that would give any third party rights or access to the product of such Services. [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Appears in 2 contracts

Samples: Consulting Agreement (Acucela Inc), Consulting Agreement (Acucela Inc)

Conflicting Obligations. Consultant hereby certifies that Consultant he or she has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Consultant from complying with the provisions hereof, and further certifies that Consultant will not enter into any such conflicting agreement during the term of this Agreement. Subject to written waivers that may be provided by the Company upon request, which shall not be unreasonably withheld, Consultant agrees that, during the term of this Agreement, Consultant will not directly or indirectly (i) provide any services targeting TRK A, TRK B, TRK C, RET or FGFR programs or provide services for [*], [*],[*] or [*] (the “Field of Interest”)to any other business or commercial entity, (ii) provide any services for any company that are is competitive with the Company (defined as actively engaged in the development of new therapeutic agents employing the same Field technology or having the same mechanism of Interest as the Company action) and shall list on in Exhibit B hereto any other companies for whom Consultant is providing services (“Outside Companies”), or (iiiii) participate in the formation of any business or commercial entity that is competitive with the same targets as Company. During the Companyterm of this Agreement, Consultant shall notify the Company of any party not listed on Exhibit B with whom Consultant commences an employment or consulting relationship. Without limiting the foregoing, Consultant agrees to use his or her best efforts (Aa) to segregate Consultant’s Services performed under this Agreement from Consultant’s work done for the Outside outside companies so as to minimize any questions of disclosure of, or rights under, any inventions, (Bb) to notify the Chief Executive Officer of the Company if at any time the Consultant believes that such questions may result from his or her performance under this Agreement and (Cc) to assist the Company in fairly resolving any questions in this regard which may arise. The Services performed hereunder will not be conducted on time that is required to be devoted to any other third party. The Consultant shall not use the funding, resources and facilities of any other third party, without the prior written consent of the Company, to perform Services hereunder and shall not perform the Services hereunder in any manner that would give any third party rights or access to the product of such Services. [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Appears in 1 contract

Samples: Consulting Agreement (Targacept Inc)

Conflicting Obligations. Consultant hereby certifies that Consultant he or she has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Consultant from complying with the provisions hereof, and further certifies that Consultant will not enter into any such conflicting agreement during the term of this Agreement. Subject to written waivers that may be provided by the Company upon request, which shall not be unreasonably withheld, Consultant agrees that, during the term of this Agreement, Consultant will not directly or indirectly (i) provide any services targeting TRK A, TRK B, TRK C, RET or FGFR programs or provide services for [*], [*],[*] or [*] (in the Field of Interest”)to Interest to any other business or commercial entity, (ii) provide any services for any company that are in the same Field of Interest as is competitive with the Company and shall list on in Exhibit B hereto any other companies for whom Consultant is providing services (“Outside Companies”), or (iii) participate in the formation of any business or commercial entity in the Field of Interest or otherwise competitive with the same targets Company. The “Field of Interest” means the research, development, manufacturing or commercialization of human Factor VIIa or Factor IX products, or variants thereof, or of complement-related products or product candidates that would compete with products or product candidates that the Company has in development as of the Companydate of the Effective Date. Without limiting the foregoing, Consultant agrees to use his or her best efforts (A) to segregate Consultant’s Services performed under this Agreement from Consultant’s work done for the Outside Companies so as to minimize any questions of disclosure of, or rights under, any inventions, (B) to notify the CEO of the Company if at any time the Consultant believes that such questions may result from his or her performance under this Agreement and (C) to assist the Company in fairly resolving any questions in this regard which may arise. The Services performed hereunder will not be conducted on time that is required to be devoted to any other third party. The Consultant shall not use the funding, resources and facilities of any other third party, without the prior written consent of the Company, to perform Services hereunder and shall not perform the Services hereunder in any manner that would give any third party rights or access to the product of such Services. [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Appears in 1 contract

Samples: Consulting Agreement (Catalyst Biosciences, Inc.)

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Conflicting Obligations. Consultant hereby certifies that Consultant he/she has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Consultant from complying with the provisions hereof, and further certifies that Consultant will shall not enter into any such conflicting agreement during the term of this Agreement. Subject to written waivers that may be provided by the Company upon request, which shall not be unreasonably withheld, Consultant agrees that, during the term of this Agreement, Consultant will shall not directly or indirectly (i) provide any services targeting TRK A, TRK B, TRK C, RET or FGFR programs or provide services for [*], [*],[*] or [*] (in the Field of Interest”)to Interest (as defined in any Addenda) to any other business or commercial entity, (ii) provide any services for any company that are in the same Field of Interest as is competitive with the Company and shall provide a list on Exhibit B hereto any of other companies for whom Consultant is providing services (“Outside Companies”), or (iii) participate in the formation of any business or commercial entity in the Field of Interest or otherwise competitive with the same targets Company. Consultant hereby agrees to update the list and any Addendum relative to subsection (ii) above as the Companyapplicable. Without limiting the foregoing, Consultant agrees to use his or her best efforts (A) to segregate Consultant’s Services performed under this Agreement from Consultant’s work done for the Outside Companies so as to minimize any questions of disclosure of, or rights under, any inventions, (B) to notify the President of the Company if at any time the Consultant believes that such questions may result from his or her performance under this Agreement and (C) to assist the Company in fairly resolving any questions in this regard which may arise. The Services performed hereunder will shall not be conducted on time that is required to be devoted to any other third party. The Consultant shall not use the funding, resources and facilities of any other third party, without the prior written consent of such third party and the Company, to perform Services hereunder and shall not perform the Services hereunder in any manner that would give any third party rights or access to the Services or the product of such Services. [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Appears in 1 contract

Samples: Consultant Agreement (Seer, Inc.)

Conflicting Obligations. Consultant hereby represents, warrants and certifies that Consultant has no outstanding agreement agreement, commitment or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Consultant from complying with the provisions hereof, and further certifies that Consultant will not enter into any such conflicting agreement during the term of this Agreement. Subject to written waivers that may be provided by the Company upon request, which shall not be unreasonably withheld, Consultant agrees that, during the term of this Agreement, Consultant will not directly or indirectly (i) provide any services targeting TRK A, TRK B, TRK C, RET or FGFR programs or provide services for [*], [*],[*] or [*] (in the Field of Interest”)to Interest (as defined on Exhibit A) to any other business or commercial entity, (ii) provide any services for any company business or commercial entity that are in the same Field of Interest as the is competitive with Company and shall list on Exhibit B hereto C any other companies for whom Consultant is providing services (“Outside Companies”), or (iii) participate in the formation of any business or commercial entity in the Field of Interest or otherwise competitive with Company. The Services performed hereunder will not be conducted on time that is required to be devoted to any other third party. Consultant shall not use the same targets as funding, resources and facilities of any other third party, without the prior written consent of Company, to perform Services hereunder and shall not perform the Services hereunder in any manner that would give any third party rights or access to the product of such Services. Without limiting the foregoing, Consultant agrees to use his or her best efforts (A) to segregate Consultant’s Services performed under this Agreement from Consultant’s work done for the Outside Companies and any other third so as to minimize any questions of disclosure of, or rights under, any inventions, (B) to notify the Company if at any time the Consultant believes that such questions may result from his or her performance under this Agreement and (C) to assist the Company in fairly resolving any questions in this regard which may arise. The Services performed hereunder will not be conducted on time that is required to be devoted to any other third party. The Consultant shall not use the funding, resources and facilities of any other third party, without the prior written consent of the Company, to perform Services hereunder and shall not perform the Services hereunder in any manner that would give any third party rights or access to the product of such Services. [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Appears in 1 contract

Samples: Prelude Therapeutics Incorporated Consulting Agreement (Prelude Therapeutics Inc)

Conflicting Obligations. Consultant hereby certifies that Consultant he or she has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Consultant from complying with the provisions hereof, and further certifies that Consultant will not enter into any such conflicting agreement during the term of this Agreement. Subject to written waivers that may be provided by the Company upon request, which shall not be unreasonably withheld, Consultant agrees that, during the term of this Agreement, Consultant will not directly or indirectly (i) provide any services targeting TRK A, TRK B, TRK C, RET or FGFR programs or provide services for [*], [*],[*] or [*] (in the Field of Interest”)to Interest to any other business or commercial entity, (ii) provide any services for any company that are in the same Field of Interest as is competitive with the Company and shall list on in Exhibit B hereto any other companies for whom Consultant is providing services (“Outside Companies”), or (iii) participate in the formation of any business or commercial entity in the Field of Interest or otherwise competitive with the same targets Company. The “Field of Interest” means the research, development, manufacturing or commercialization of human Factor VIIa or Factor IX products, or varients thereof, or of complement-related products or product candidates that would compete with products or product candidates that the Company has in development as of the Companydate of the Effective Date. Without limiting the foregoing, Consultant agrees to use his or her best efforts (A) to segregate Consultant’s Services performed under this Agreement from Consultant’s work done for the Outside Companies so as to minimize any questions of disclosure of, or rights under, any inventions, (B) to notify the CEO of the Company if at any time the Consultant believes that such questions may result from his or her performance under this Agreement and (C) to assist the Company in fairly resolving any questions in this regard which may arise. The Services performed hereunder will not be conducted on time that is required to be devoted to any other third party. The Consultant shall not use the funding, resources and facilities of any other third party, without the prior written consent of the Company, to perform Services hereunder and shall not perform the Services hereunder in any manner that would give any third party rights or access to the product of such Services. [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Appears in 1 contract

Samples: Consulting Agreement (Catalyst Biosciences, Inc.)

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