Collaborative Agreements. In the event that any transfer of Penford's rights to Penwest under any of the Collaborative Agreements would violate or is found to violate the terms of, or result in the loss of rights or imposition of penalty under, any Collaborative Agreement covered thereby, or would not be effective subsequent to the Distribution Date, such transfer shall be deemed null and void and, in lieu thereof, (i) Penford shall retain all rights and fulfill any obligations, at Penwest's expense, it may have to any third party under any such Collaborative Agreement, it being understood that to the extent practicable, Penwest shall fulfill such obligations on Penford's behalf, (ii) Penford shall pay over to Penwest any royalty or other payments it may receive from any third party pursuant to any such Collaborative Agreement and (iii) at the request and expense of Penwest Penford shall use all reasonable best efforts to arrange for the grant by the applicable third party of comparable rights to Penwest.
Collaborative Agreements. Within two (2) months after the Effective Date, the Pfizer Program Leader shall direct COLEY, in writing, to terminate or assign to PFIZER, to the extent assignment is permissible, each ongoing Third Party collaborative agreement relating to the Compound, including without limitation material transfer agreements and supported research agreements. After the Effective Date, COLEY shall not enter into any new collaborative agreement, or amend any such existing agreement to provide any additional funding (including without limitation the Compound or any clinical supplies), without the express written consent of the Pfizer Program Leader.
Collaborative Agreements. Interim or temporary agreements are sometimes reached during a Collaborative case, and may be formal (i.e., legally enforceable) or informal (not legally enforceable). To be legally enforceable, the agreement reached shall be written, executed and acknowledged in a form which entitles a deed to be recorded, so it will constitute a valid Separation Agreement, Prenuptial Agreement, or other enforceable agreement. A formal interim or temporary agreement, unless stated otherwise, will survive the termination of the Collaborative process, and can be presented to court by either of us seeking to have the terms of the formal interim or temporary agreement incorporated into future court action with retroactive effect.
Collaborative Agreements. (a) The Provider agrees not to enter into a collaborative agreement with any third party unless in compliance with this Section 11. For these purposes, a Collaborative Agreement is a written agreement between the Provider and a third party ("Non-4410 Program"), including a third party that is in a less-than-arm's-length relationship with the Provider, to effect the implementation of the Provider's approved Special Class in an Integrated Setting ("SCIS") program, regardless whether monetary consideration is involved.
(b) The Provider shall not enroll or initiate services for a SCIS student under the terms of a collaborative agreement until the Provider has submitted to the Board for review (1) two (2) copies of the collaborative agreement between the Provider and the third party in order to ensure compliance with the provisions of this Section 29 and (2) the written approval by the New York State Education Department to provide services to preschool students with disabilities in the site that is the subject of the collaborative agreement. The Board shall review the collaborative agreement and respond to Provider within a reasonable time.
(c) All collaborative agreements shall include, but not be limited to, provisions addressing the following: • That nothing contained in the collaborative agreement shall impair the rights of the Board notwithstanding any arrangement, agreement or understanding to the contrary. • That the Provider’s responsibilities under this Agreement are not diminished, impaired, relieved or otherwise altered. • That nothing contained in the collaborative agreement or under this Agreement create any contractual relationship between the non-4410 program and the Board. • The duties and obligations of each party under the collaborative agreement. • The specific consideration for which such duties and obligations are assumed, including any monetary exchange between the parties and the basis upon which payment will be made. If no money will change hands, the collaborative agreement must state that the section 4410 program expects to be compensated for its services solely through payments and reimbursements from the Board for services provided under the Agreement and that the Non-4410 Program expects to be compensated for its services solely through its funding source(s). • Both parties will maintain documentation in support of shared costs and, as applicable to support reasonableness of consideration and will make the documentation available i...
Collaborative Agreements. If the collaborative agreement is approved by the board under
Collaborative Agreements. If the parties agree to collaborate in a project, the parties may decide to negotiate in a timely manner and in good faith a Collaborative Agreement outlining the detailed arrangements for that project, including the roles and responsibilities, financial arrangements, Intellectual Property Rights, specific publication arrangements (if any), insurance requirements, general schedule of work, and dispute resolution arrangements. In case of any discrepancies between the terms of this Memorandum of Understanding and the terms of any Collaborative Agreement, if any, the terms of the Collaborative Agreement shall prevail, unless otherwise expressly agreed in the Collaborative Agreement.
Collaborative Agreements. In May 1999, Aradigm signed an agreement with Genentech to develop the drug dornase alfa in the AERx system. Dornase alfa is the active ingredient in the currently marketed Genentech product, Pulmozyme. The agreement provides that development expenses incurred by Aradigm will be reimbursed by Genentech in the form of loans supported by promissory notes bearing interest at two percent over the prime rate which was 10.5% at December 31, 1999. Principal and unpaid accrued interest is due at the earlier of 15 days after FDA approval or seven years after the effective date of the collaborative agreement or May 21, 2006. Upon receipt of FDA approval, Aradigm will receive a milestone payment that is larger than the loan principal and accrued interest, allowing the loan to be repaid in full. The Company will also receive certain milestone payments at various points of product development. In June 1998, the Company executed a development and commercialization agreement with Novo Nordisk to jointly develop a pulmonary delivery system for administering insulin by inhalation. In addition, the agreement provides Novo Nordisk with an option to develop the technology for delivery of other compounds. Under the terms of the agreement, Novo Nordisk has been granted exclusive rights to worldwide sales and marketing rights to any products developed under the terms of the agreement. In 1999, pursuant to the Novo Nordisk agreement, Aradigm had received approximately $13.9 million milestone and product development payments and could receive up to $34 million in additional milestone payments and a $5.0 million equity investment. In 1998, Aradigm received approximately $13.5 million, including the purchase of $5.0 million of newly issued Aradigm common stock at a 25% premium to the market price. In addition, Novo Nordisk will fund all product development costs incurred by Aradigm, while the development partners will co-fund final development of the AERx device. Aradigm will be the initial manufacturer of all the products covered by the agreement and will receive a share of the overall gross profits resulting from Novo Nordisk's sales of the products. Through December 31, 1999, the Company has recognized total contract revenue of $14.0 million ($8.7 million and $5.3 million in 1999 and 1998, respectively). In September 1997, the Company executed a development and commercialization agreement with SmithKline Xxxxxxx covering use of the AERx Pain Management System for the delivery of ...
Collaborative Agreements. Interim or Temporary Agreements are often reached during a Collaborative case and then written and signed to memorialize the terms. We agree to honor these interim or temporary agreements during the Collaborative case and, if the Collaborative case terminates, these agreements can be presented to court by either of us seeking to have the terms of the interim or temporary agreements incorporated into future court action with retroactive effect. A final agreement reached in the Collaborative Process shall be executed and acknowledged in a form which entitles a deed to be recorded, so it will constitute a valid Separation Agreement under the matrimonial laws.
Collaborative Agreements. MPI and MBI each recognize that the other party intends to enter into collaboration agreements, strategic alliances, license agreements and similar arrangements with Collaborative Partners (a "Collaboration Agreement"). MPI and MBI each agree to use reasonable efforts in negotiating such arrangements to limit the licenses and rights granted to a Collaborative Partner to the MPI Core Field and MBI Core Field, respectively. However, (i) in the event that ***, ** *********** * ************* *********, ******** ** **** ***** that the ******* ** include in such ********* ****** *** ******** ** *** *** **** ***** ** ********** ********* pursuant to the Collaboration Agreement would have a ******** ****** ** ****** *** *********** ** *** ************* ******* ** ***** **** * ************* ********* ** *** ********* ***** *******, **** *** ***, ***** ********* *** ** ******* *** ********** ** ** ********* ***** **** *** *** ***** ******** to the ******** ************* *********, ***** **** **** ************* ********* and the provisions of subsection (a) shall *** ***** ** *** ******** *** ****** ** *******, provided that the ***** ** **** ******** *** ****** ******* *** *** **** ***** ** ********** ** * **** **** ********* ********** ** *** *** **** *****; and (ii) in the ***** **** ***, ** *********** * ************* *********, ******** ** **** ***** that the ******* ** ******* ** **** ********* ****** *** ******** ** *** *** **** ***** ** ********** ********* ******** ** *** ************* ********* would have a ******** ****** ** ****** *** *********** ** *** ************* ******* ** ***** **** *** ************* ********* ** *** ********* ***** *******, **** *** ***, ***** ********* *** ** ******* *** ********** ** ** ********* ***** **** *** *** ***** ******** to the ******** ************* *********, ***** **** **** ************* ********* and the provisions of subsection (b) shall *** ***** ** *** ******** *** ****** ** *******, provided that the ***** ** **** ******** *** ****** ** ********** ** * **** **** ********* ********** ** *** *** **** *****.
Collaborative Agreements. Provide the Issuer and the Bank with summaries of any collaborative agreements as may be qualified by confidentiality agreement within 30 days after the effective date of such agreement or agreements.
