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.
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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.
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Related to Development Subcontracting

  • HUB Subcontracting Plan The Owner has adopted Exhibit H, Policy on Utilization of Historically Underutilized Business ("Policy"), which is incorporated herein by reference. Contractor, as a provision of the Agreement must comply with the requirements of the Policy and adhere to the HUB Subcontracting Plan submitted with Contractor's Proposal and attached as Exhibit I. No changes to the HUB Subcontracting Plan can be made by the Contractor without the prior written approval of the Owner in accordance with the Policy.

  • 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. 6.2 The Grantee agrees to make available to the Commonwealth the details of any of its subcontractors engaged to perform any tasks in relation to this Agreement upon request.

  • 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. (b) Notwithstanding the foregoing: (i) BNY Mellon may assign or transfer this Agreement to any BNY Mellon Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting control, provided that BNY Mellon gives the relevant Funds ninety (90) days' prior written notice of such assignment or transfer and such assignment or transfer does not impair the provision of services under this Agreement in any material respect, and the assignee or transferee agrees in writing to be bound by all terms of this Agreement in place of BNY Mellon; (ii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to any BNY Mellon Affiliate with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNY Mellon of any of its liabilities or obligations hereunder and BNY Mellon shall remain responsible for all activities, including all acts and omissions, of such BNY Mellon Affiliates to the same extent as if such activities were performed by BNY Mellon; (iii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to an unaffiliated third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall (A) require the prior written consent of the relevant Funds and (B) not relieve BNY Mellon of any of its liabilities hereunder; and (iv) BNY Mellon, in the course of providing certain additional services requested by a Fund (“Vendor Eligible Services”) as further described in Schedule I attached hereto, may in its sole discretion, enter into an agreement or agreements with a financial printer or electronic services provider (“Vendor”) to provide BNY Mellon with the ability to generate certain reports or provide certain functionality; provided, however, that BNY Mellon shall ensure prior to any assignment, transfer, subcontracting, hiring, engaging or other outsourcing, as applicable, under subsections (i) through (iv) that the applicable BNY Mellon Affiliate, unaffiliated third party or Vendor is subject to written confidentiality, security and data protection obligations at least as restrictive as those set forth in this Agreement. BNY Mellon shall not be obligated to perform any of the Vendor Eligible Services unless an agreement between BNY Mellon and the Vendor for the provision of such services is then-currently in effect. Upon request, BNY Mellon will disclose the identity of the Vendor and the status of the contractual relationship, and a Fund is free to attempt to contract directly with the Vendor for the provision of the Vendor Eligible Services. (c) As compensation for the Vendor Eligible Services rendered by BNY Mellon pursuant to this Agreement, the applicable Fund will pay to BNY Mellon such fees as may be agreed to in writing by the Fund and BNY Mellon. In turn, BNY Mellon will be responsible for paying the Vendor’s fees. For the avoidance of doubt, BNY Mellon anticipates that the fees it charges hereunder will be more than the fees charged to it by the Vendor, and BNY Mellon will retain the difference between the amount paid to BNY Mellon hereunder and the fees BNY Mellon pays to the Vendor as compensation for the additional services provided by BNY Mellon in the course of making the Vendor Eligible Services available to the Fund.

  • 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.

  • Contractor’s Project Manager 7.2.1 The Contractor’s Project Manager is designated in Exhibit F (Contractor’s Administration). The Contractor shall notify the County in writing of any change in the name or address of the Contractor’s Project Manager. 7.2.2 The Contractor’s Project Manager shall be responsible for the Contractor’s day-to-day activities as related to this Contract and shall meet and coordinate with County’s Project Manager and County’s Contract Project Monitor on a regular basis.

  • Vendor’s Subcontractors TIPS recognizes that many vendors operate in the open market through the use of subcontractors. For that reason, TIPS permits Vendor to utilize subcontractors as authorized and permitted by the TIPS Member Customer. However, all purchase documents must include: (1) Vendor’s Name, as known to TIPS, and; (2) Vendor’s TIPS Contract Name and Number under which it is making the TIPS Sale. Vendor must report the sale pursuant to the terms herein and Vendor agrees that it is legally responsible for all reporting and fee payment as described herein for TIPS Sales even when subcontractors are utilized. The TIPS Administration Fee is assessed on the amount paid by the TIPS Member to Vendor. The Parties intend that Vendor shall be responsible and for actions of subcontractors during a TIPS Sale. Vendor agrees that it is voluntarily authorizing subcontractors and in doing so, Xxxxxx agrees that it is doing so at its own risk and agrees to protect, indemnify, and hold TIPS harmless in accordance with Sections 14-17 above related to subcontractor TIPS Sales made pursuant to this Agreement or purporting to be made pursuant to this Agreement that may be asserted against Vendor whether rightfully brought or otherwise. The Parties further agree that it is no defense to Vendor’s breach of this Agreement that a subcontractor caused Vendor of breach this Agreement.

  • 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.

  • Assignment; Subcontractors Contractor shall not assign, transfer, convey, sublet, or otherwise dispose of the Contract or its right, title or interest therein, or its power to execute such Contract to any other person, company, firm or corporation in performance of the Contract, other than the assignment of the right to receive money due, without the prior written consent of the Issuing Entity. Prior to an assignment of the right to receive money becoming effective, Contractor shall file a written notice of such assignment simultaneously with the NYS Comptroller, the Commissioner, and participating Authorized User(s). The Commissioner reserves the right to reject any proposed subcontractor, assignee or supplier for bona fide business reasons, which may include, but are not limited to: that the proposed transferee is on the Department of Labor’s list of companies with which New York State cannot do business; the Commissioner determines that the company is not qualified; unsatisfactory contract performance or service has been previously provided; or attempts were not made to solicit minority and women’s business enterprises (M/WBE) bidders for the subcontract.

  • 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 Concession Area, including its abandonment.

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