Breaching Party Obligations Sample Clauses

Breaching Party Obligations. A Breaching Party shall, with respect to the Collaboration Product or Royalty Product as to which it is the Breaching Party (i) notwithstanding the provisions of this Agreement to the contrary, the Breaching Party shall be [****], (ii) in addition to the obligations specified in [****] the Breaching Party shall [****], and (iii) the Breaching Party shall [****].
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Breaching Party Obligations. In the event of termination by a Party due to material breach by the other Party, in addition to the obligations specified in Section 14.5(a), the breaching Party shall: (i) remain responsible for its share of Development Costs scheduled to be paid (meaning current obligations have been incurred and amounts are to be actually paid in the period) during the period ending [ * ] following termination under the Annual Workplan/Budget in effect on the [ * ] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commission. effective date of termination and Wind-Down Costs; (ii) make its personnel and other resources reasonably available to the other Party as necessary to effect an orderly transition of Development and/or Commercialization responsibilities, with the reasonable cost of such personnel and resources to be borne by the non- breaching Party after the effective date of termination; (iii) for a reasonable period of time not to exceed [ * ], assist in the transition of responsibilities to the non-breaching Party; and (iv) transfer all relevant information, files or data to the non-breaching Party. Notwithstanding anything in the foregoing to the contrary, if the breaching Party is the supplying Party, the breaching Party will agree to perform technology transfer activities for a period of up to [ * ] following execution by the non-breaching Party of an agreement with a new supplier, subject to the payment of costs as set forth in the preceding sentence. In the event that the Distributing Party terminates this Agreement for breach by the Manufacturing Party and at such time as the Manufacturing Party has been using a Third Party contract manufacturer to manufacture Licensed Products, the Manufacturing Party's sole obligation with respect to manufacture and supply of Licensed Product under this Agreement, the Clinical Supply Agreement and the Commercial Supply Agreement upon such termination shall be to assign its agreement with such Third Party contract manufacturer to the Distributing Party. In the event that the Distributing Party terminates this Agreement for breach by the Manufacturing Party and at such time that the Manufacturing Party is manufacturing Licensed Product at its own facilities, the Manufacturing Party shall remain responsible for supplying the amounts of Licensed Product that it was obligated to supply at the time of such termination (consistent with then c...
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Breaching Party Obligations. This portion has been redacted pursuant to a confidential treatment request.
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Breaching Party Obligations. In the event of termination by a Party due to material breach by the other Party, the breaching Party shall: (i) remain responsible to supply the amounts of Licensed Product it was obligated to supply at the time of such termination for a reasonable period of time to allow the other Party to find an alternate source of supply, or as otherwise required under a Manufacturing and Supply Agreement between the Parties; (ii) make its personnel and other resources reasonably available to the other Party as necessary to effect an orderly transition of responsibilities, with the reasonable cost of such personnel and resources to be borne by the breaching Party after the effective date of termination and (iii) if such material breach occurred prior to the second anniversary of the Closing Date, pay to the non-breaching Party, in addition to any amounts due and owing by the breaching Party under this Agreement (other than amounts, if any, that cause the breach) **. If such material breach occurs on or after the second anniversary of the Closing Date, the non-breaching Party shall have all remedies provided by law or equity with respect to such breach, that may be awarded pursuant to Article 16 below, in addition to any amounts due and owing by the breaching Party to the non-breaching Party under this Agreement. ------------------- ** This portion has been redacted pursuant to a confidential treatment request.
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Related to Breaching Party Obligations

  • Third Party Obligations Executive acknowledges that the Company from time to time may have agreements with other persons or entities which impose obligations or restrictions on the Company regarding development-related work made during the course of work thereunder or regarding the confidential nature of such work. Executive agrees to be bound by all such obligations and restrictions and to take all action necessary to discharge the obligations of the Company.

  • Confidentiality Obligation The parties covenant and agree they will not at any time during or after the ten-nination of this Agreement, reveal, divulge or make known to any person (other than their respective directors, officers, employees, agents, professional advisors or affiliates who need to know such information for the performance of obligations hereunder), or use for their own account or purposes or for any other account or purpose other than the performance of obligations under this Agreement, any confidential or proprietary information. The parties further covenant and agree that they shall retain all such knowledge and information that they acquire or develop respecting such confidential information in trust for the sole benefit of the parties, and their respective successors and assigns.

  • Confidentiality Obligations During the Term and at all times thereafter, neither party shall disclose Confidential Information of the other party or use such Confidential Information for any purpose without the prior written consent of such other party. Without limiting the preceding sentence, each party shall use at least the same degree of care in safeguarding the other party’s Confidential Information as it uses to safeguard its own Confidential Information. Notwithstanding the foregoing, a party may disclose Confidential Information (i) if required to do by order of a court of competent jurisdiction, provided that such party shall notify the other party in writing promptly upon receipt of knowledge of such order so that such other party may attempt to prevent such disclosure or seek a protective order; or (ii) to any applicable governmental authority as required by applicable law. Nothing contained herein shall be construed to prohibit the SEC, FINRA, or other government official or entities from obtaining, reviewing, and auditing any information, records, or data. Issuer acknowledges that regulatory record-keeping requirements, as well as securities industry best practices, require Provider to maintain copies of practically all data, including communications and materials, regardless of any termination of this Agreement.

  • Termination Obligations (a) Director agrees that all property, including, without limitation, all equipment, tangible proprietary information, documents, records, notes, contracts, and computer-generated materials provided to or prepared by Director incident to his services belong to Company and shall be promptly returned at the request of Company.

  • Parties’ Obligations Following the lapse of restrictions, the Company shall deliver to the Participant as soon as practicable certificate(s) representing those shares as to which restrictions have lapsed in accordance with Paragraphs 2, 4 or 5, as the case may be.

  • Executive’s Obligations The amounts described in Sections 3.00 and 5.00 of this Agreement are provided by the Company in exchange for (and have a value to the Company equivalent to) the Executive’s performance of the obligations described in this Agreement, including performance of the duties and the covenants made and entered into by and between the Executive and the Company in this Agreement.

  • Duration of Confidentiality Obligations The Receiving Party’s obligations under this Article apply to Confidential Information of the Furnishing Party disclosed to the Receiving Party before or after the Effective Date and will continue during the Agreement Term and survive the expiration or termination of the Agreement as follows:

  • Customer Obligations In order to maintain the continuing integrity and proper operation of the Product, Customer agrees to implement, in the manner instructed by Vendor, each error correction and each enhancement and improvement provided to Customer by Vendor. Customer's failure to do so shall relieve Vendor of any responsibility or liability Confidential Treatment Requested whatsoever for any failure or malfunction of the Product as modified by a subsequent correction or improvement, but in no such event shall Customer be relieved of the responsibility for payment of fees and charges otherwise properly invoiced during the term hereof. If requested by Vendor, Customer agrees to provide written documentation and details to Vendor to substantiate problems and to assist Vendor in the identification and detection of problems, errors and malfunctions; and Customer agrees that Vendor shall have no obligation or liability until it has received such documentation and details from Customer.

  • Diligence Obligations NN shall use commercially --------------------- reasonable efforts to achieve each of the following diligence obligations, for at least one Zid Embodiment in the ZSS, no later than the applicable deadline. The standard diligence time periods that ZGI and NN intend to be included in a Pre-Negotiated License under SECTION 7.8 in the situation where a Xxx Xxxx, Zid Protein or a Soluble Embodiment is the Product are recited below. However, both ZGI and NN recognize that specific circumstances surrounding a particular Zid Embodiment may lead the parties to negotiate one or more different diligence time period(s) within a particular Pre-Negotiated License. Under the standard diligence time periods, NN must:

  • Royalty Obligations Part 2.7(e) of the Disclosure Schedule contains a complete and accurate list and summary of all royalties, fees, commissions, and other amounts payable by the Seller to any Person (other than sales commissions paid to employees according to the Seller’s standard commissions plan) upon or for the sale, or distribution of any Seller Product or the use of any Seller IP.

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