Distracting Programs Sample Clauses

Distracting Programs. Except as set forth in Section 5.4.2 (RBNC Election), Section 5.4.3 (Post-Effective Date Affiliates) and Section 5.4.4 (Termination or Divestiture), during the Term until the [***] anniversary of the First Commercial Sale of the first Product in the United States, RBNC shall not (and shall ensure its Affiliates and Sublicensees do not) (a) directly, or indirectly with or through a Third Party, conduct or participate in any Distracting Program, or (b) enable a Third Party, by granting a license, sublicense or other rights to such Third Party, to conduct or participate in any Distracting Program. For clarity, any failure of any RBNC Affiliate or Sublicensee to comply with this Section 5.4.1 shall be deemed a breach by RBNC.
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Distracting Programs. Except as set forth in Section 5.4.3 (Post-Effective Date Affiliates) and 5.4.4 (Termination or Divestiture) and subject to Section 5.4.2 (XXXXX Election), during the Term until the [***] anniversary of the First Commercial Sale of the first Licensed Product in the [***], XXXXX shall not (and shall ensure its Affiliates and Sublicensees do not) directly or indirectly conduct, enable, or participate in any Distracting Program. For clarity, any failure of any XXXXX Affiliate or Sublicensee to comply with this Section 5.4.1 shall be deemed a breach by XXXXX.

Related to Distracting Programs

  • Personnel Provide, without remuneration from or other cost to the Trust, the services of individuals competent to perform the administrative functions which are not performed by employees or other agents engaged by the Trust or by the Adviser acting in some other capacity pursuant to a separate agreement or arrangement with the Trust.

  • Projects 3.3.1 Exult Supplier shall perform the impact analysis as described in Section 4.

  • Collaboration Management Promptly after the Effective Date, each Party will appoint a person who will oversee day-to-day contact between the Parties for all matters related to the management of the Collaboration Activities in between meetings of the JSC and will have such other responsibilities as the Parties may agree in writing after the Effective Date. One person will be designated by Merck (the “Merck Program Director”) and one person will be designated by Moderna (the “Moderna Program Director,”) together will be the “Program Directors”. Each Party may replace its Program Director at any time by notice in writing to the other Party. Any Program Director may designate a substitute to temporarily perform the functions of that Program Director by written notice to the other Party. The initial Program Directors will be: For Moderna: [***] For Merck: [***]

  • Clients On occasions when the Adviser deems the purchase or sale of a security, commodity or other asset to be in the best interest of the Portfolio as well as other clients of the Adviser, the Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities, commodities or other assets to be sold or purchased in order to obtain best execution. In such event, allocation of the securities, commodities or other assets so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner the Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Trust and to such other clients.

  • Coordinators 9.1 Any notice required or permitted to be made by either party to this Agreement must be in writing. Notices are effective when received by the appropriate coordinator as demonstrated by reliable written confirmation (for example, certified mail receipt or facsimile receipt confirmation sheet).

  • Programs See Section 2.3(b). --------

  • Project Leaders Within [**] Business Days after the Effective Date, each Party will appoint (and provide written notice to the other Party of the identity of) a senior representative having a general understanding of biopharmaceutical discovery and development issues to act as its project leader under this Agreement (each, a “Project Leader”). The Project Leaders will serve as the contact point between the Parties with respect to the Research Program, and will be primarily responsible for: (a) facilitating the flow of information and otherwise promoting communication, coordination of the day-to-day work and collaboration between the Parties; (b) providing single point communication for seeking consensus internally within the respective Party’s organization; and (c) raising cross-Party or cross-functional disputes in a timely manner. The Project Leaders shall conduct regular telephone conferences as deemed necessary or appropriate, to exchange informal information regarding the progress of the Research Program. Each Party may change its designated Project Leader from time to time upon prior written notice to the other Party. Each Project Leader may designate a substitute to temporarily perform the functions of that Project Leader by prior written notice to the other Party.

  • Program Managers See Section 14.1.

  • Key Personnel Subadviser agrees that the following key personnel will have primary responsibility with respect to the investment management of the Account. If these individuals are unable to devote sufficient time to maintain primary responsibility for the Account, Subadviser must give Client written advance notice, or, if Subadviser does not have advance knowledge of such inability, prompt written notice within one (1) business day after Subadviser first learns of such inability, of the name of the person designated by Subadviser to replace or supplement these individuals. In addition, Subadviser shall give Client written notice of the replacement of any employee of Subadviser who has direct supervisory responsibility for the key personnel or who has responsibility for setting investment policy as soon as reasonably practicable.

  • Program Management (WBS 1.1) All components of the Project Management Plan as implemented for the Base Contract and Options 1-4 will be reviewed and amended to reflect specific needs for Option 5 and the outcome of continuous process improvement evaluations.

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