Development Subcontracting Sample Clauses

Development Subcontracting. Subject to Section 2.2 (Sublicense Rights), Licensee may perform any activities in support of its Development of Products through subcontracting to a Third Party contractor or contract service organization; provided that: (a) none of the rights of BioGenerics hereunder is materially adversely affected as a result of such subcontracting; (b) any such Third Party subcontractor to whom Licensee discloses Confidential Information has entered into an appropriate written agreement obligating such Third Party to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations in Article 11 (CONFIDENTIALITY); (c) Licensee will retain or obtain ownership or a license of any and all intellectual property (and patent rights covering such intellectual property) made by such Third Party in performing such services for Licensee that are necessary for the Development, Manufacturing, and/or Commercialization; and (d) Licensee shall at all times be responsible for the performance of such subcontractor.
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Development Subcontracting. Prothena may subcontract its material Development obligations to the Third Parties set forth in Exhibit 6.8 without the prior written consent of Roche, and may subcontract its other material Development obligations to any Third Party with the prior written consent of Roche. Roche may subcontract its Development obligations to any Third Party without the prior written consent of Prothena. The direct, out-of-pocket costs of engaging any such Third Party in the Shared Territory, to the extent related to the Jointly Funded Product/Indications, shall be included as Development Costs. The subcontracting Party shall ensure that, unless otherwise agreed by the JDC, for each subcontractor under this Section 6.8: (a) such subcontractor has entered or shall enter into, prior to performing activities under this Agreement, an appropriate written agreement obligating such subcontractor to be bound by obligations of confidentiality that are no less restrictive than the obligations set forth in Article 11; (b) the subcontracting Party shall retain or obtain ownership of any Inventions and all intellectual property rights therein made by such subcontractor in performing such services; and (c) the subcontracting Party shall at all times be responsible for the performance of such subcontractor as if such activities were performed by the responsible Party.
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Development Subcontracting. Prior to subcontracting any of its Development obligations hereunder to a Third Party, Editas shall obtain the written consent of the Core Team Chairperson, provided that the Third Parties set forth in Exhibit 2.2(d) shall be deemed pre-approved. Allergan may subcontract its Development obligations to any Third Party without the prior written consent of the Core Team. Each Party shall reasonably inform the Core Team of any such subcontracting arrangement (such Third Parties, “Subcontractors”). The direct, out-of-pocket costs of engaging any such Subcontractor, to the extent related to a Co-Co Product, shall be included as Development Costs with respect to such Co-Co Product, provided, that such costs are contemplated by the applicable Development Budget or consist of Overrun Costs that are subject to cost sharing in accordance with Section 5.3. The Party engaging such Subcontractor shall ensure that, unless otherwise agreed by the Core Team, for each Subcontractor under this Section 2.2(d): (a) such Subcontractor has entered or shall enter into, prior to performing activities under this Agreement, an appropriate written agreement obligating such Subcontractor to be bound by obligations of confidentiality and non-use that are materially consistent with the obligations set forth in Article 7; and (b) the Party engaging such Subcontractor shall obtain and retain ownership of or otherwise obtain an exclusive, royalty free, fully paid up, perpetual, irrevocable, transferable, sublicenseable license to any and all Inventions, Know-How, Patents or other intellectual property rights generated or created by such Subcontractor or incorporated into any deliverables by such Subcontractor in performing such subcontracted activity. Notwithstanding the foregoing, the Party engaging such Subcontractor shall at all times be responsible for the performance of such Subcontractor as if such activities were performed by the responsible Party. Without limiting the generality of the foregoing, such Party shall include in its agreement with each of its Subcontractors under this Section 2.2(d), (i) a right for the other Party to receive, directly or through the Party engaging such Subcontractor, any confidential information of such Subcontractor disclosed under or related to such subcontract (including, without limitation, any information obtained in connection with any audit of such Subcontractor), and (ii) in the case where Editas is the Party engaging such Subcontractor, for ea...
Sample 1
Development Subcontracting. Licensee may subcontract certain Development activities to qualified Third Parties as determined by Licensee in its sole discretion; provided that (a) Licensee shall use Commercially Reasonable Efforts to oversee the performance by its subcontractors of the subcontracted activities in a manner that would be reasonably expected to result in their timely and successful completion, (b) Licensee shall remain responsible for the performance of such activities in accordance with this Agreement and (c) any agreement pursuant to which Licensee engages a subcontractor for such Development activities must be in writing and its terms must be consistent in all material respects with, and subordinate to, this Agreement.
Sample 1
Development Subcontracting. Subject to Section 9.4, (a) PARTNER shall have the right to subcontract its Development activities to a Third Party [****] and (b) REGENX shall have the right to subcontract its Development activities [****]. No such permitted subcontracting shall relieve either Party of any obligation (except to the extent such obligation is performed by such subcontractor) or any liability hereunder and such Party shall be and remain fully responsible and liable therefor. Any agreement pursuant to which a Party engages any Third Party subcontractor must (a) be consistent in all material respects with the applicable terms and conditions of this Agreement and (b) contain terms obligating such subcontractor to comply with the confidentiality, intellectual property and all other relevant provisions of this Agreement. In addition, each Party shall use commercially reasonable efforts to contractually obligate such subcontractor to permit the other Party rights of inspection, access and audit substantially similar to those provided to the other Party in this Agreement. Each Party hereby waives any requirement that the other Party exhaust any right, power or remedy, or proceed against any subcontractor for any obligation or performance under this Agreement, prior to proceeding directly against such first Party.
Sample 1

Related to Development Subcontracting

  • Subcontracting 6.1 The Grantee is responsible for the performance of its obligations under this Agreement, including in relation to any tasks undertaken by subcontractors.

  • Assignment; Subcontracting (a) Except as expressly provided in Section 12(b) below, this Agreement shall not be assignable or delegable, whether by merger, operation of law or otherwise, by any Fund without the written consent of BNY Mellon, or by BNY Mellon without the written consent of the affected Fund, in each case which consent may not be unreasonably withheld. This Agreement shall extend to and shall be binding upon the Parties hereto, and their permitted successors and assigns.

  • Development Work The Support Standards do not include development work either (i) on software not licensed from CentralSquare or (ii) development work for enhancements or features that are outside the documented functionality of the Solutions, except such work as may be specifically purchased and outlined in Exhibit 1. CentralSquare retains all Intellectual Property Rights in development work performed and Customer may request consulting and development work from CentralSquare as a separate billable service.

  • Project Plan Development of Project Plan Upon the Authorized User’s request, the Contractor must develop a Project Plan. This Project Plan may include Implementation personnel, installation timeframes, escalation procedures and an acceptance plan as appropriate for the Services requested. Specific requirements of the plan will be defined in the RFQ. In response to the RFQ, the Contractor must agree to furnish all labor and supervision necessary to successfully perform Services procured from this Lot. Project Plan Document The Contractor will provide to the Authorized User, a Project Plan that may contain the following items: • Name of the Project Manager, Contact Phone Numbers and E-Mail Address; • Names of the Project Team Members, Contact Phone Numbers and E-Mail Address; • A list of Implementation milestones based on the Authorized User’s desired installation date; • A list of responsibilities of the Authorized User during system Implementation; • A list of designated Contractor Authorized Personnel; • Escalation procedures including management personnel contact numbers; • Full and complete documentation of all Implementation work; • Samples of knowledge transfer documentation; and • When applicable, a list of all materials and supplies required to complete the Implementation described in the RFQ. Materials and Supplies Required to Complete Implementation In the event that there are items required to complete an Implementation, the Contractor may request the items be added to its Contract if the items meet the scope of the Contract. Negotiation of Final Project Plan If the Authorized User chooses to require a full Project Plan, the State further reserves the right for Authorized Users to negotiate the final Project Plan with the apparent RFQ awardee. Such negotiation must not substantively change the scope of the RFQ plan, but can alter timeframes or other incidental factors of the final Project Plan. The Authorized User will provide the Contractor a minimum of five (5) business days’ notice of the final negotiation date. The Authorized User reserves the right to move to the next responsible and responsive bidder if Contractor negotiations are unsuccessful.

  • Project Scope The physical scope of the Project shall be limited to only those capital improvements as described in Appendix A of this Agreement. In the event that circumstances require a change in such physical scope, the change must be approved by the District Committee, recorded in the District Committee's official meeting minutes, and provided to the OPWC Director for the execution of an amendment to this Agreement.

  • Development Plan document specifying the work program, schedule, and relevant investments required for the Development and the Production of a Discovery or set of Discoveries of Oil and Gas in the Contract Area, including its abandonment.

  • Research Plan The Parties recognize that the Research Plan describes the collaborative research and development activities they will undertake and that interim research goals set forth in the Research Plan are good faith guidelines. Should events occur that require modification of these goals, then by mutual agreement the Parties can modify them through an amendment, according to Paragraph 13.6.

  • Development Schedule The Project shall substantially comply with the specific timetables and triggers for action set forth in Article 5 of this Agreement. The parties acknowledge that, as provided in G.S. 160A-400.25(b), the failure to meet a commencement or completion date shall not, in and of itself, constitute a material breach of this Agreement pursuant to G.S. 160A-400.27 but must be judged based upon the totality of the circumstances.

  • Research Plans The Research Plan for the [***] Designated Target is attached as Schedule 2.2.3-1. Subsequent Research Plans agreed upon in accordance with Section 2.4.2.4 will be attached as additional sequentially numbered schedules (Schedule 2.2.3-2, Schedule 2.2.3-3, etc.).

  • Development and Commercialization Subject to Sections 4.6 and 4.7, Fibrocell shall be solely responsible for the development and Commercialization of Fibrocell Products and Improved Products. Fibrocell shall be responsible for all costs incurred in connection with the Fibroblast Program except that Intrexon shall be responsible for the following: (a) costs of establishing manufacturing capabilities and facilities in connection with Intrexon’s manufacturing obligation under Section 4.6 (provided, however, that Intrexon may include an allocable portion of such costs, through depreciation and amortization, when calculating the Fully Loaded Cost of manufacturing a Fibrocell Product, to the extent such allocation, depreciation, and amortization is permitted by US GAAP, it being recognized that the majority of non-facilities scale-up costs cannot be capitalized and amortized under US GAAP); (b) costs of basic research with respect to the Intrexon Channel Technology and Intrexon Materials (i.e., platform improvements) but, for clarity, excluding research described in Section 4.7 or research requested by the JSC for the development of a Fibrocell Product or an Improved Product (which research costs shall be reimbursed by Fibrocell); (c) [*****]; and (d) costs of filing, prosecution and maintenance of Intrexon Patents. The costs encompassed within subsection (a) above shall include the scale-up of Intrexon Materials and related active pharmaceutical ingredients for clinical trials and Commercialization of Fibrocell Products undertaken pursuant to Section 4.6, which shall be at Intrexon’s cost whether it elects to conduct such efforts internally or through Third Party contractors retained by either Intrexon or Fibrocell (with Intrexon’s consent).

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