Disposition of Development Records Sample Clauses

Disposition of Development Records. Without limitation of any of ALZA’s representations, warranties, or covenants regarding the Electronic Media, and their contents under Section 11, in connection with the transfer and delivery of Product Rights to GENUPRO or its designated Affiliates or Sublicensees, ALZA agrees that during each country’s Transition Period it shall, and shall cause its applicable Affiliates to, transfer and deliver to GENUPRO or its designated Affiliates or Sublicensees all material Development Records in ALZA’s or its Affiliates’ possession or control that may be relevant to such country. The Parties will coordinate the timing and prioritization of Development Records to be transferred and delivered to GENUPRO or its designated Affiliates or Sublicensees pursuant to this Section 6.1.1. The Parties will use Commercially Reasonable Efforts to complete the transfer and delivery of Development Records as soon as reasonably possible following the Effective Date. For the avoidance of doubt, copies of Development Records to be provided in Electronic Media or documentary form shall include, without limitation, the documents identified in Schedule 6.1.1. ALZA shall also provide GENUPRO (or any designated Affiliate or Sublicensee thereof) with all records and information related to or resulting from the conduct of the Ongoing Trial Studies by or on behalf of ALZA, all of which shall be deemed included in and a part of the Product Rights to be assigned to GENUPRO (or any designated Affiliate or Sublicensee thereof) hereunder, in a manner reasonably acceptable to GENUPRO.
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Disposition of Development Records. In connection with the transfer and delivery of Product Assets to LICENSEE or its designated Affiliates, LICENSOR shall use Commercially Reasonable Efforts to ensure that during the Transition Period for each country in the Territory, ALZA or its Affiliates shall transfer and deliver to LICENSEE all material Development Records concerning the Product reasonably requested by LICENSEE that are necessary to enable LICENSEE to Develop and Commercialize the Product in such country and in ALZA’s or its Affiliates’ possession or control. LICENSOR shall use Commercially Reasonable Efforts to ensure that ALZA or its Affiliates will coordinate the timing and prioritization of Development Records to be transferred and delivered to LICENSEE or its designated Affiliates pursuant to this Section 3.1.1 of this Schedule 4. LICENSEE shall work in good faith with LICENSOR and ALZA or its Affiliates and use Transitional Commercially Reasonable Efforts to complete the transfer and delivery of Development Records as soon as reasonably possible following the Effective Date.

Related to Disposition of Development Records

  • Development Records Each Party shall maintain complete, current and accurate records of all Development activities conducted by it hereunder, and all data and other information resulting from such activities. Such records shall fully and properly reflect all work done and results achieved in the performance of the Development activities in good scientific manner appropriate for regulatory and patent purposes. Each Party shall document all non-clinical studies and Clinical Trials in formal written study reports according to Applicable Laws and national and international guidelines (e.g., ICH, cGCP, cGLP, and cGMP).

  • SALES MATERIALS 4.1 LIFE COMPANY will furnish, or will cause to be furnished, to TRUST and ADVISER, each piece of sales literature or other promotional material in which TRUST or ADVISER is named, at least ten (10) Business Days prior to its intended use. No such material will be used if TRUST or ADVISER objects to its use in writing within seven (7) Business Days after receipt of such material.

  • Distribution of Written Materials Any written materials distributed by the Trustee to the Beneficiaries pursuant to this Agreement shall be sent by mail (or otherwise communicated in the same manner as Holdings utilizes in communications to holders of Holdings Shares subject to applicable regulatory requirements and provided such manner of communications is reasonably available to the Trustee) to each Beneficiary at its address as shown on the books of the Partnership. The Partnership shall provide or cause to be provided to the Trustee for purposes of communication, on a timely basis and without charge or other expense:

  • Books, Records and Regulatory Filings (a) The Sub-Adviser agrees to maintain and to preserve for the applicable periods any such records as are required to be maintained by the Sub-Adviser with respect to the Fund by the 1940 Act and rules adopted thereunder, and by any other applicable laws, rules and regulations. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and it will promptly surrender any of such records upon request; provided, however, that the Sub-Adviser may retain copies of such records for the applicable periods they are required by law to be retained, and thereafter shall destroy such records.

  • Disposition of Books, Records and Canceled Certificates DST may send periodically to the Fund, or to where designated by the Fund, all books, documents, and all records no longer deemed needed for current purposes, upon the understanding that such books, documents, and records will be maintained by the Fund under and in accordance with the requirements of applicable federal securities laws. Such materials will not be destroyed by the Fund without the consent of DST (which consent will not be unreasonably withheld), but will be safely stored for possible future reference. SCHEDULE C

  • Research Records Each Party shall maintain records of each Research Program (or cause such records to be maintained) in sufficient detail and in good scientific manner as will properly reflect all work done and results achieved by or on behalf of such Party in the performance of such Research Program. All laboratory notebooks shall be maintained for no less than [***].

  • Complete Copies of Materials The Company has delivered or made available true and complete copies of each document (or summaries of same) that has been requested by Parent or its counsel.

  • Protection of Developments The Contractor does hereby agree that, both before and after the termination of this Agreement, the Contractor shall perform such further acts and execute and deliver such further instruments, writings, documents and assurances (including, without limitation, specific assignments and other documentation which may be required anywhere in the world to register evidence of ownership of the rights assigned pursuant hereto) as the Company shall reasonably require in order to give full effect to the true intent and purpose of the assignment made under Section 5.3 hereof. If the Company is for any reason unable, after reasonable effort, to secure execution by the Contractor on documents needed to effect any registration or to apply for or prosecute any right or protection relating to the Developments, the Contractor hereby designates and appoints the Company and its duly authorized officers and agents as the Contractor’s agent and attorney to act for and in the Contractor’s behalf and stead to execute and file any such document and do all other lawfully permitted acts necessary or advisable in the opinion of the Company to effect such registration or to apply for or prosecute such right or protection, with the same legal force and effect as if executed by the Contractor.

  • Assignment of Developments I agree that I will, without additional compensation, promptly make full written disclosure to the Company, and will hold in trust for the sole right and benefit of the Company all developments, original works of authorship, inventions, concepts, know-how, improvements, trade secrets, and similar proprietary rights, whether or not patentable or registrable under copyright or similar laws, which I may solely or jointly conceive or develop or reduce to practice, or have solely or jointly conceived or developed or reduced to practice, or have caused or may cause to be conceived or developed or reduced to practice, during the Assignment Period, whether or not during regular working hours, provided they either (i) relate at the time of conception, development or reduction to practice to the business of any member of the Company Group, or the actual or anticipated research or development of any member of the Company Group; (ii) result from or relate to any work performed for any member of the Company Group; or (iii) are developed through the use of equipment, supplies, or facilities of any member of the Company Group, or any Confidential Information, or in consultation with personnel of any member of the Company Group (collectively referred to as “Developments”). I further acknowledge that all Developments made by me (solely or jointly with others) within the scope of and during the Assignment Period are “works made for hire” (to the greatest extent permitted by applicable law) for which I am, in part, compensated by my salary, unless regulated otherwise by law, but that, in the event any such Development is deemed not to be a work made for hire, I hereby assign to the Company, or its designee, all my right, title, and interest throughout the world in and to any such Development.

  • Authorized Sales Materials The Dealer Manager shall use and distribute in conjunction with the offer and sale of any Offered Shares only the Prospectus and the Authorized Sales Materials.

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