Duties of the Parties. The Landlord undertakes an obligation to let the Tenant use the Premises for the Rental and in accordance with the Agreement. The Tenant confirms that he is familiar with the Premises use rules (xxxxx://xxxxxxxxxxxxxxx.xx/en/contracts/ ) (they are considered to form a part of this Agreement) and undertakes an obligation to observe them strictly. The Tenant undertakes an obligation to make all payments in time and to follow the Landlord's instructions regarding Premises use. The Tenant may not modify the Premises and must use the Premises without causing any harm to the interests of the Landlord or third parties. The Tenant undertakes an obligation not to keep any property of the total value of over EUR 1,000 in the Premises. The Parties agree to proceed with the Agreement if the owner of the Premises changes, i.e. The Tenant waives the right to exercise the possibility stipulated in Paragraph 3, Article 6.494 of the Civil Code of the Republic of Lithuania to cancel the Agreement if the ownership of the Premises changes. If the Tenant delays payment for over 7 days, the Landlord has the right to restrict access into the Premises for the Tenant. Access into the Premises will be re-established once the Tenant covers all debts and pays the re-establishment fee of EUR 50. The Tenant confirms that he is familiar with the privacy policy applied to personal data processing (xxxxx://xxxxxxxxxxxxxxx.xx/en/contracts/ ). Expiry of the Agreement The Landlord has the right to cancel this Agreement, out of court, upon at least 2 working days' notice to the Tenant, because of the Tenant's fault, if the Tenant delays payments or breaches other obligations and fails to rectify breaches within the notice term. In such event the Deposit will be kept by the Landlord as minimum and uncontested losses of the Landlord, however the Landlord has the right to claim reimbursement of other losses not covered by the Deposit.Upon at least 7 calendar days' notice, the Landlord has the right to cancel the Agreement and/or transfer all or any rights or duties arising from the Agreement (including the right to receive Rental and/or other payments) to third parties. If the Parties do not cancel the Agreement 1 month before its expiry date, the Agreement will be considered prolonged for the initial term, however the Tenant has the right to cancel the Agreement upon at least 30 calendar days' notice to the Landlord. Return of the Premises and the Deposit The Tenant must return the Premises (including all Landlord's items and equipment handed over) vacant, clean and in the same state as they were handed over (considering natural wear and tear) on the day of expiry of the Agreement for the latest. The Landlord will not reimburse the Tenant for any improvements and can instruct the Tenant to remove them without making any damage to the Premises. If the Tenant fails to return and/or properly vacate the Premises, the Tenant must cover all losses incurred by the Landlord and pay a double rental until the Premises are properly returned. The Landlord acquires the right to take over the Premises unilaterally (including opening of the doors, change of the locks, etc.), and to mover any property left in the Premises for temporary storage upon at least 10 days' notice to the Tenant, to sell at auction organised at the Landlord's discretion. Any amounts received from auction will be used to cover all losses and expenses of the Landlord. Any amount of the Deposit remaining after all deductions made will be repaid to the Tenant within 20 working days from return of the Premises.
Appears in 2 contracts
Samples: Lease Agreement, Lease Agreement
Duties of the Parties. The Landlord undertakes an obligation to let 3.1 Promptly after the Tenant use the Premises for the Rental EFFECTIVE DATE, and in accordance with the Agreement. The Tenant confirms that he is familiar with the Premises use rules (xxxxx://xxxxxxxxxxxxxxx.xx/en/contracts/ ) (they are considered to form a part of this Agreement) and undertakes an obligation to observe them strictly. The Tenant undertakes an obligation to make all payments in time and to follow the Landlord's instructions regarding Premises use. The Tenant may not modify the Premises and must use the Premises without causing any harm to the interests of the Landlord or third parties. The Tenant undertakes an obligation not to keep any property of the total value of over EUR 1,000 in the Premises. The Parties agree to proceed with the Agreement if the owner of the Premises changes, i.e. The Tenant waives the right to exercise the possibility stipulated in Paragraph 3, Article 6.494 of the Civil Code of the Republic of Lithuania to cancel the Agreement if the ownership of the Premises changes. If the Tenant delays payment for over 7 daysthereafter at least once every calendar year, the Landlord has RESEARCHERS shall provide SENETEK with a complete listing and description of all COMPOUNDS developed, in licensed or otherwise acquired by the right RESEARCHERS, together with all chemical and biological information in their possession with respect to restrict access into the Premises for the Tenant. Access into the Premises will be re-established once the Tenant covers all debts such COMPOUNDS and pays the re-establishment fee of EUR 50. The Tenant confirms that he is familiar with the privacy policy applied to personal data processing (xxxxx://xxxxxxxxxxxxxxx.xx/en/contracts/ ). Expiry of the Agreement The Landlord has the right to cancel this Agreement, out of court, upon at least 2 working days' notice to the Tenant, because of the Tenant's faultspecifying those COMPOUNDS, if the Tenant delays payments or breaches other obligations and fails to rectify breaches within the notice term. In any, which are covered by RESEARCHERS’ PATENTS.
3.2 Not later than two (2) weeks after delivery of such event the Deposit will be kept information by the Landlord RESEARCHERS, SENETEK will select and advise the RESEARCHERS, in writing, of those COMPOUNDS on which it wishes to conduct TESTING at that time. Notwithstanding the foregoing, as minimum and uncontested losses of regards COMPOUNDS which the Landlord, however the Landlord has the right to claim reimbursement of other losses not RESEARCHERS’ listing under Article 3.1 specifies are covered by the DepositRESEARCHERS’ PATENTS, if SENETEK does not give the RESEARCHERS written advice that it wishes to conduct TESTING of any such COMPOUND within four (4) months after it receives the listing provided for in Article 3.1, SENETEK shall be considered to have waived its rights to such COMPOUND for all purposes of this AGREEMENT and the RESEARCHERS shall be free to commercialize such COMPOUND itself or enter into an evaluation agreement or license or other agreement with respect thereto with any third party on such terms as it may determine in its sole discretion, subject, however, to SENETEK’s rights, if any, under the SENETEK PATENTS and provided, however, that before RESEARCHERS shall enter into an evaluation agreement or license or other agreement with any third party, RESEARCHERS shall give notice to SENETEK of the terms on which it proposes to enter into such evaluation agreement or license or other agreement and SENETEK shall have thirty (30) days to enter into such agreement with the RESEARCHERS on the same terms, providing these terms are not worse for the RESEARCHERS than the terms in Annex 1- License Agreement Term Sheet, in which case the terms of Annex 1 will be used.Upon
3.3 The RESEARCHERS shall within two (2) weeks of receipt of each advice of SENETEK specifying selected COMPOUNDS it then wishes to TEST, deliver the selected COMPOUNDS to SENETEK in a quantity of at least 7 calendar days' notice100 mg each.
3.4 If practicable, not later than nine (9) months after each delivery by the RESEARCHERS of the listing of COMPOUNDS as provided in Article 3.1, SENETEK will provide the RESEARCHERS with a report of the results of the TESTING of the new COMPOUNDS set forth in such listing. SENETEK will also indicate those COMPOUNDS for which SENETEK wishes to be granted a license. SENETEK may, if it so chooses, deliver such reports and indicate COMPOUNDS it wishes to license on more than one occasion during such period. Such license shall be exclusive and world-wide, for all applications.
3.5 Within three (3) months of SENETEK’s decision to license COMPOUNDS as provided in Article 3.4, the Landlord has PARTIES will enter into a License Agreement with respect to such COMPOUNDS having principal terms as set forth in Annex 1- License Agreement Term. The final details of the License Agreement will be negotiated in good faith by the PARTIES hereto.
3.6 If SENETEK does not deliver one or more reports as provided in Article 3.4 or, having delivered such report or reports, decides not to execute a License Agreement negotiated by the PARTIES as provided in Article 3.5, as to any particular COMPOUND or COMPOUNDS covered by any NEW PATENT APPLICATION, then the PARTIES will agree how to commercialize such COMPOUNDS and how to share revenues from such commercialization. Any such agreement on particular COMPOUNDS will be recorded in writing, signed by both PARTIES, and will become an appendix to this AGREEMENT. In case of COMPOUNDS covered by RESEARCHERS’ PATENTS, RESEARCHERS shall be free to commercialize such COMPOUND or COMPOUNDS itself or enter into an evaluation agreement or license or other agreement with respect thereto with any third party on such terms as it may determine in its sole discretion, subject, however, to SENETEK’s rights, if any, under the SENETEK PATENTS.
3.7 RESEARCHERS agree that they will not enter into any cooperative research and development agreement with any third party involving any chemical compounds other than COMPOUNDS for cosmeceutical or anti-aging dermatological uses without first offering to SENETEK the opportunity to enter into such cooperative research and development agreement instead of such third party on the same terms as those proposed by or to such third party. SENETEK will exercise its right of first refusal within 4 weeks of receiving the proposed cooperative research and development agreement.
3.8 RESEARCHERS represent and warrant to cancel SENETEK that their entering into and performing this AGREEMENT will not violate any agreement or obligation of either of the Agreement and/or transfer all RESEARCHERS with or to any rights or duties arising from the Agreement third party (including the right National Hellenic Research Foundation or its Institute of Biological Research and Biotechnology (“NHRF”) and the University of Athens or its School of Pharmacy (“UA”), respectively) or give rise to receive Rental and/or other payments) any claim by any third party. The RESEARCHERS shall deliver together with the signed from their behalf AGREEMENT to third parties. If SENETEK letters signed by authorized representatives of the Parties do not cancel NHRF and the Agreement 1 month before its expiry dateUA, the Agreement will be considered prolonged for the initial termrespectively, however the Tenant has the right to cancel the Agreement upon at least 30 calendar days' notice waiving any claim against SENETEK related to the Landlord. Return subject matter of the Premises and the Deposit The Tenant must return the Premises (including all Landlord's items and equipment handed over) vacant, clean and in the same state as they were handed over (considering natural wear and tear) on the day of expiry of the Agreement for the latest. The Landlord will not reimburse the Tenant for any improvements and can instruct the Tenant to remove them without making any damage to the Premises. If the Tenant fails to return and/or properly vacate the Premises, the Tenant must cover all losses incurred by the Landlord and pay a double rental until the Premises are properly returned. The Landlord acquires the right to take over the Premises unilaterally (including opening of the doors, change of the locks, etcthis AGREEMENT.), and to mover any property left in the Premises for temporary storage upon at least 10 days' notice to the Tenant, to sell at auction organised at the Landlord's discretion. Any amounts received from auction will be used to cover all losses and expenses of the Landlord. Any amount of the Deposit remaining after all deductions made will be repaid to the Tenant within 20 working days from return of the Premises.
Appears in 2 contracts
Samples: Cooperative Research and Development Agreement, Cooperative Research and Development Agreement (Senetek PLC /Eng/)
Duties of the Parties. The Landlord undertakes 3.1 Promptly after the EFFECTIVE DATE, and thereafter at least once every calendar year, the INSTITUTE shall provide SENETEK with a complete listing and description of all COMPOUNDS developed, in licensed or otherwise acquired by the INSTITUTE, which are covered by the PATENT APPLICATION PCT/CZ02/00045, PATENT APPLICATION PCT/CZ03/00078, NEW PATENT APPLICATIONS, the INSTITUTE PATENTS, the SENETEK PATENTS, or unpatented, together with all chemical and biological information in its possession with respect to such COMPOUNDS and specifying those COMPOUNDS which are covered by the INSTITUTE PATENTS.
3.2 Not later than two (2) weeks after delivery of such information by the INSTITUTE, SENETEK will select and advise the INSTITUTE, in writing, of those COMPOUNDS on which it wishes to conduct TESTING at that time. Notwithstanding the foregoing, as regards COMPOUNDS which the INSTITUTE’s listing under Article 3.1 specifies are covered by the INSTITUTE PATENTS, if SENETEK does not give the INSTITUTE written advice that it wishes to conduct TESTING of any such COMPOUND within four (4) months after it receives the listing provided for in Article 3.1, SENETEK shall be considered to have waived its rights to such COMPOUND for all purposes of this AGREEMENT and the INSTITUTE shall be free to commercialize such COMPOUND itself or enter into an obligation evaluation agreement or license or other agreement with respect thereto with any third party on such terms as it may determine in its sole discretion, subject, however, to let SENETEK’s rights under the Tenant use SENETEK PATENTS as regards commercialization of any COMPOUND or method covered thereby, provided, however, that before INSTITUTE shall enter into an evaluation agreement or license or other agreement with any third party, INSTITUTE shall give notice to SENETEK of the Premises terms on which it proposes to enter into such evaluation agreement or license or other agreement and SENETEK shall have thirty (30) days to enter into such agreement with INSTITUTE on the same terms, providing these terms are not worse for the Rental INSTITUTE than the terms in the LICENSE AGREEMENT TERM SHEET hereof, in which case the terms of the LICENSE AGREEMENT TERM SHEET will be used.
3.3 The INSTITUTE shall within two (2) weeks of receipt of each advice of SENETEK specifying selected COMPOUNDS it then wishes to test, deliver the selected COMPOUNDS to SENETEK in a quantity of at least 100 mg each.
3.4 If practicable, not later than nine (9) months after each delivery by the INSTITUTE of the listing of COMPOUNDS as provided in Article 3.1, SENETEK will provide the INSTITUTE with a report of the results of the TESTING of the new COMPOUNDS set forth in such listing. SENETEK will also indicate those COMPOUNDS for which SENETEK wishes to be granted a license. SENETEK may, if it so chooses, deliver such reports and indicate COMPOUNDS it wishes to license on more than one occasion during such period. Such license shall be exclusive and world-wide, for all applications.
3.5 Within three (3) months of SENETEK’s decision to license COMPOUNDS as provided in accordance Article 3.4, the PARTIES will enter into a License Agreement with respect to such COMPOUNDS having principal terms as set forth in the AgreementTerm Sheet attached hereto. The Tenant confirms that he is familiar with the Premises use rules (xxxxx://xxxxxxxxxxxxxxx.xx/en/contracts/ ) (they are considered to form a part of this Agreement) and undertakes an obligation to observe them strictly. The Tenant undertakes an obligation to make all payments in time and to follow the Landlord's instructions regarding Premises use. The Tenant may not modify the Premises and must use the Premises without causing any harm to the interests final details of the Landlord License Agreement will be negotiated in good faith by the PARTIES hereto.
3.6 If SENETEK does not deliver one or third parties. The Tenant undertakes an obligation more reports as provided in Article 3.4 or, having delivered such report or reports, decides not to keep execute a License Agreement negotiated by the PARTIES as provided in Article 3.5, as to any property of particular COMPOUND or COMPOUNDS covered by the total value of over EUR 1,000 in PATENT APPLICATION PCT/CZ02/00045, PATENT APPLICATION PCT/CZ03/00078, or NEW PATENT APPLICATIONS, or the PremisesPROPOSED PATENTS, then the PARTIES will agree how to commercialize such COMPOUNDS and how to share revenues from such commercialization. The Parties agree to proceed with the Agreement if the owner of the Premises changes, i.e. The Tenant waives the right to exercise the possibility stipulated in Paragraph 3, Article 6.494 of the Civil Code of the Republic of Lithuania to cancel the Agreement if the ownership of the Premises changes. If the Tenant delays payment for over 7 days, the Landlord has the right to restrict access into the Premises for the Tenant. Access into the Premises Any such agreement on particular COMPOUNDS will be re-established once the Tenant covers all debts recorded in writing, signed by both PARTIES, and pays the re-establishment fee of EUR 50. The Tenant confirms that he is familiar with the privacy policy applied will become an appendix to personal data processing (xxxxx://xxxxxxxxxxxxxxx.xx/en/contracts/ ). Expiry of the Agreement The Landlord has the right to cancel this Agreement, out of court, upon at least 2 working days' notice to the Tenant, because of the Tenant's fault, if the Tenant delays payments or breaches other obligations and fails to rectify breaches within the notice termAGREEMENT. In such event the Deposit will be kept by the Landlord as minimum and uncontested losses case of the Landlord, however the Landlord has the right to claim reimbursement of other losses COMPOUNDS not covered by PATENT APPLICATION or the DepositPROPOSED PATENTS, INSTITUTE shall be free to commercialize such COMPOUND or COMPOUNDS itself or enter into an evaluation agreement or license or other agreement with respect thereto with any third party on such terms as it may determine in its sole discretion, subject, however, to SENETEK’s rights under the SENETEK PATENTS as regards commercialization of any COMPOUND or method covered thereby.Upon at least 7 calendar days' notice,
3.7 INSTITUTE agrees that it will not enter into any cooperative research and development agreement with any third party involving any chemical compounds other than COMPOUNDS for cosmeceutical or anti-aging dermatological uses without first offering to SENETEK the Landlord has the right opportunity to cancel the Agreement and/or transfer all or any rights or duties arising from the Agreement (including the right to receive Rental and/or other payments) to enter into such cooperative research and development agreement instead of such third parties. If the Parties do not cancel the Agreement 1 month before its expiry date, the Agreement will be considered prolonged for the initial term, however the Tenant has the right to cancel the Agreement upon at least 30 calendar days' notice to the Landlord. Return of the Premises and the Deposit The Tenant must return the Premises (including all Landlord's items and equipment handed over) vacant, clean and in party on the same state terms as they were handed over (considering natural wear those proposed by or to such third party. SENETEK will exercise its right of first refusal within 4 weeks of receiving the proposed cooperative research and tear) on the day of expiry of the Agreement for the latest. The Landlord will not reimburse the Tenant for any improvements and can instruct the Tenant to remove them without making any damage to the Premises. If the Tenant fails to return and/or properly vacate the Premises, the Tenant must cover all losses incurred by the Landlord and pay a double rental until the Premises are properly returned. The Landlord acquires the right to take over the Premises unilaterally (including opening of the doors, change of the locks, etcdevelopment agreement.), and to mover any property left in the Premises for temporary storage upon at least 10 days' notice to the Tenant, to sell at auction organised at the Landlord's discretion. Any amounts received from auction will be used to cover all losses and expenses of the Landlord. Any amount of the Deposit remaining after all deductions made will be repaid to the Tenant within 20 working days from return of the Premises.
Appears in 1 contract
Duties of the Parties. The Landlord undertakes an obligation to let 3.1 Promptly after the Tenant use the Premises for the Rental EFFECTIVE DATE, and in accordance with the Agreement. The Tenant confirms that he is familiar with the Premises use rules (xxxxx://xxxxxxxxxxxxxxx.xx/en/contracts/ ) (they are considered to form a part of this Agreement) and undertakes an obligation to observe them strictly. The Tenant undertakes an obligation to make all payments in time and to follow the Landlord's instructions regarding Premises use. The Tenant may not modify the Premises and must use the Premises without causing any harm to the interests of the Landlord or third parties. The Tenant undertakes an obligation not to keep any property of the total value of over EUR 1,000 in the Premises. The Parties agree to proceed with the Agreement if the owner of the Premises changes, i.e. The Tenant waives the right to exercise the possibility stipulated in Paragraph 3, Article 6.494 of the Civil Code of the Republic of Lithuania to cancel the Agreement if the ownership of the Premises changes. If the Tenant delays payment for over 7 daysthereafter at least once every calendar year, the Landlord has RESEARCHERS shall provide SENETEK with a complete listing and description of all COMPOUNDS developed, in licensed or otherwise acquired by the right RESEARCHERS, together with all chemical and biological information in their possession with respect to restrict access into the Premises for the Tenant. Access into the Premises will be re-established once the Tenant covers all debts such COMPOUNDS and pays the re-establishment fee of EUR 50. The Tenant confirms that he is familiar with the privacy policy applied to personal data processing (xxxxx://xxxxxxxxxxxxxxx.xx/en/contracts/ ). Expiry of the Agreement The Landlord has the right to cancel this Agreement, out of court, upon at least 2 working days' notice to the Tenant, because of the Tenant's faultspecifying those COMPOUNDS, if the Tenant delays payments or breaches other obligations and fails to rectify breaches within the notice term. In any, which are covered by RESEARCHERS’ PATENTS.
3.2 Not later than two (2) weeks after delivery of such event the Deposit will be kept information by the Landlord RESEARCHERS, SENETEK will select and advise the RESEARCHERS, in writing, of those COMPOUNDS on which it wishes to conduct TESTING at that time. Notwithstanding the foregoing, as minimum and uncontested losses of regards COMPOUNDS which the Landlord, however the Landlord has the right to claim reimbursement of other losses not RESEARCHERS’ listing under Article 3.1 specifies are covered by the DepositRESEARCHERS’ PATENTS, if SENETEK does not give the RESEARCHERS written advice that it wishes to conduct TESTING of any such COMPOUND within four (4) months after it receives the listing provided for in Article 3.1, SENETEK shall be considered to have waived its rights to such COMPOUND for all purposes of this AGREEMENT and the RESEARCHERS shall be free to commercialize such COMPOUND themselves, or enter into an evaluation agreement or license or other agreement with respect thereto with any third party on such terms as they may determine in their sole discretion, subject, however, to SENETEK’s rights, if any, under the SENETEK PATENTS and provided, however, that before RESEARCHERS shall enter into an evaluation agreement or license or other agreement with any third party, RESEARCHERS shall give notice to SENETEK of the terms on which they propose to enter into such evaluation agreement or license or other agreement and SENETEK shall have thirty (30) days to enter into such agreement with the RESEARCHERS on the same terms, providing these terms are not worse for the RESEARCHERS than the terms in Annex 1- License Agreement Term Sheet, in which case the terms of Annex 1 will be used.Upon
3.3 The RESEARCHERS shall within two (2) weeks of receipt of each advice of SENETEK specifying selected COMPOUNDS it then wishes to TEST, deliver the selected COMPOUNDS to SENETEK in a quantity of at least 7 calendar days' notice100 mg each.
3.4 If practicable, not later than nine (9) months after each delivery by the RESEARCHERS of the listing of COMPOUNDS as provided in Article 3.1, SENETEK will provide the RESEARCHERS with a report of the results of the TESTING of the new COMPOUNDS set forth in such listing. SENETEK will also indicate those COMPOUNDS for which SENETEK wishes to be granted a license. SENETEK may, if it so chooses, deliver such reports and indicate COMPOUNDS it wishes to license on more than one occasion during such period. Such license shall be exclusive and worldwide, for all applications. Phloretamide
3.5 Within three (3) months of SENETEK’s decision to license COMPOUNDS as provided in Article 3.4, the Landlord has PARTIES will enter into a License Agreement with respect to such COMPOUNDS having principal terms as set forth in Annex 1- License Agreement Term. The final details of the right to cancel the Agreement and/or transfer all or any rights or duties arising from the Agreement (including the right to receive Rental and/or other payments) to third parties. If the Parties do not cancel the Agreement 1 month before its expiry date, the License Agreement will be considered prolonged negotiated in good faith by the PARTIES hereto.
3.6 If SENETEK does not deliver one or more reports as provided in Article 3.4 or, having delivered such report or reports, decides not to execute a License Agreement negotiated by the PARTIES as provided in Article 3.5, as to any particular COMPOUND or COMPOUNDS covered by any NEW PATENT APPLICATION, then the PARTIES will agree how to commercialize such COMPOUNDS and how to share revenues from such commercialization. Any such agreement on particular COMPOUNDS will be recorded in writing, signed by all PARTIES, and will become an appendix to this AGREEMENT. In case of COMPOUNDS covered by RESEARCHERS’ PATENTS, RESEARCHERS shall be free to commercialize such COMPOUND or COMPOUNDS themselves or enter into an evaluation agreement or license or other agreement with respect thereto with any third party on such terms as they may determine in their sole discretion, subject, however, to SENETEK’s rights, if any, under the SENETEK PATENTS.
3.7 RESEARCHERS agree that they will not enter into any cooperative research and development agreement with any third party involving any chemical compounds other than COMPOUNDS for cosmeceutical or anti-aging dermatological uses without first offering to SENETEK the initial termopportunity to enter into such cooperative research and development agreement instead of such third party on the same terms as those proposed by or to such third party. SENETEK will exercise its right of first refusal within 4 weeks of receiving the proposed cooperative research and development agreement.
3.8 RESEARCHERS represent and warrant to SENETEK that their entering into and performing this AGREEMENT will not violate any agreement or obligation of either of the RESEARCHERS with or to any third party or give rise to any claim by any third party. The RESEARCHERS shall deliver to SENETEK, however together with the Tenant has the right to cancel the Agreement upon at least 30 calendar days' notice AGREEMENT signed on their behalf, letters signed by authorized representatives of Ministry of Science and Information (MNII) and any other legal entity with which any of RESEARCHERS are affiliated, waiving any claim against SENETEK related to the Landlord. Return subject matter of the Premises and the Deposit The Tenant must return the Premises (including all Landlord's items and equipment handed over) vacant, clean and in the same state as they were handed over (considering natural wear and tear) on the day of expiry of the Agreement for the latest. The Landlord will not reimburse the Tenant for any improvements and can instruct the Tenant to remove them without making any damage to the Premises. If the Tenant fails to return and/or properly vacate the Premises, the Tenant must cover all losses incurred by the Landlord and pay a double rental until the Premises are properly returned. The Landlord acquires the right to take over the Premises unilaterally (including opening of the doors, change of the locks, etcthis AGREEMENT.), and to mover any property left in the Premises for temporary storage upon at least 10 days' notice to the Tenant, to sell at auction organised at the Landlord's discretion. Any amounts received from auction will be used to cover all losses and expenses of the Landlord. Any amount of the Deposit remaining after all deductions made will be repaid to the Tenant within 20 working days from return of the Premises.
Appears in 1 contract
Duties of the Parties. The Landlord undertakes 3.1 Promptly after the EFFECTIVE DATE, and thereafter at least once every calendar year, the INSTITUTE shall provide SENETEK with a complete listing and description of all COMPOUNDS developed, in licensed or otherwise acquired by the INSTITUTE, which are covered by the PATENT APPLICATION PCT/CZ02/00045, PATENT APPLICATION PCT/CZ03/00078, PATENT APPLICATION PCT/US2007/073142, PATENT APPLICATION US 11/966,559, NEW PATENT APPLICATIONS, the INSTITUTE PATENTS, the SENETEK PATENTS, or unpatented, together with all chemical and biological information in its possession with respect to such COMPOUNDS and specifying those COMPOUNDS which are covered by the INSTITUTE PATENTS.
3.2 Not later than two (2) weeks after delivery of such information by the INSTITUTE, SENETEK will select and advise the INSTITUTE, in writing, of those COMPOUNDS on which it wishes to conduct TESTING at that time. Notwithstanding the foregoing, as regards COMPOUNDS which the INSTITUTE’s listing under Article 3.1 specifies are covered by the INSTITUTE PATENTS, if SENETEK does not give the INSTITUTE written advice that it wishes to conduct TESTING of any such COMPOUND within four (4) months after it receives the listing provided for in Article 3.1, SENETEK shall be considered to have waived its rights to such COMPOUND for all purposes of this AGREEMENT and the INSTITUTE shall be free to commercialize such COMPOUND itself or enter into an obligation evaluation agreement or license or other agreement with respect thereto with any third party on such terms as it may determine in its sole discretion, subject, however, to let SENETEK’s rights under the Tenant use SENETEK PATENTS as regards commercialization of any COMPOUND or method covered thereby, provided, however, that before INSTITUTE shall enter into an evaluation agreement or license or other agreement with any third party, INSTITUTE shall give notice to SENETEK of the Premises terms on which it proposes to enter into such evaluation agreement or license or other agreement and SENETEK shall have thirty (30) days to enter into such agreement with INSTITUTE on the same terms, providing these terms are not worse for the Rental INSTITUTE than the terms in the LICENSE AGREEMENT TERM SHEET hereof, in which case the terms of the LICENSE AGREEMENT TERM SHEET will be used.
3.3 The INSTITUTE shall within two (2) weeks of receipt of each advice of SENETEK specifying selected COMPOUNDS it then wishes to test, deliver the selected COMPOUNDS to SENETEK in a quantity of at least 100 mg each.
3.4 If practicable, not later than nine (9) months after each delivery by the INSTITUTE of the listing of COMPOUNDS as provided in Article 3.1, SENETEK will provide the INSTITUTE with a report of the results of the TESTING of the new COMPOUNDS set forth in such listing. SENETEK will also indicate those COMPOUNDS for which SENETEK wishes to be granted a license. SENETEK may, if it so chooses, deliver such reports and indicate COMPOUNDS it wishes to license on more than one occasion during such period. Such license shall be exclusive and world-wide, for all applications.
3.5 Within three (3) months of SENETEK’s decision to license COMPOUNDS as provided in accordance Article 3.4, the PARTIES will enter into a License Agreement with respect to such COMPOUNDS having principal terms as set forth in the AgreementTerm Sheet attached hereto. The Tenant confirms that he is familiar with the Premises use rules (xxxxx://xxxxxxxxxxxxxxx.xx/en/contracts/ ) (they are considered to form a part of this Agreement) and undertakes an obligation to observe them strictly. The Tenant undertakes an obligation to make all payments in time and to follow the Landlord's instructions regarding Premises use. The Tenant may not modify the Premises and must use the Premises without causing any harm to the interests final details of the Landlord License Agreement will be negotiated in good faith by the PARTIES hereto.
3.6 If SENETEK does not deliver one or third parties. The Tenant undertakes an obligation more reports as provided in Article 3.4 or, having delivered such report or reports, decides not to keep execute a License Agreement negotiated by the PARTIES as provided in Article 3.5, as to any property of particular COMPOUND or COMPOUNDS covered by the total value of over EUR 1,000 in PATENT APPLICATION PCT/CZ02/00045, PATENT APPLICATION PCT/CZ03/00078, PATENT APPLICATION PCT/US2007/073142, PATENT APPLICATION US 11/966,559, or NEW PATENT APPLICATIONS, or the PremisesPROPOSED PATENTS, then the PARTIES will agree how to commercialize such COMPOUNDS and how to share revenues from such commercialization. The Parties agree to proceed with the Agreement if the owner of the Premises changes, i.e. The Tenant waives the right to exercise the possibility stipulated in Paragraph 3, Article 6.494 of the Civil Code of the Republic of Lithuania to cancel the Agreement if the ownership of the Premises changes. If the Tenant delays payment for over 7 days, the Landlord has the right to restrict access into the Premises for the Tenant. Access into the Premises Any such agreement on particular COMPOUNDS will be re-established once the Tenant covers all debts recorded in writing, signed by both PARTIES, and pays the re-establishment fee of EUR 50. The Tenant confirms that he is familiar with the privacy policy applied will become an appendix to personal data processing (xxxxx://xxxxxxxxxxxxxxx.xx/en/contracts/ ). Expiry of the Agreement The Landlord has the right to cancel this Agreement, out of court, upon at least 2 working days' notice to the Tenant, because of the Tenant's fault, if the Tenant delays payments or breaches other obligations and fails to rectify breaches within the notice termAGREEMENT. In such event the Deposit will be kept by the Landlord as minimum and uncontested losses case of the Landlord, however the Landlord has the right to claim reimbursement of other losses COMPOUNDS not covered by PATENT APPLICATION or the DepositPROPOSED PATENTS, INSTITUTE shall be free to commercialize such COMPOUND or COMPOUNDS itself or enter into an evaluation agreement or license or other agreement with respect thereto with any third party on such terms as it may determine in its sole discretion, subject, however, to SENETEK’s rights under the SENETEK PATENTS as regards commercialization of any COMPOUND or method covered thereby.Upon at least 7 calendar days' notice,
3.7 INSTITUTE agrees that it will not enter into any cooperative research and development agreement with any third party involving any chemical compounds other than COMPOUNDS for cosmeceutical or anti-aging dermatological uses without first offering to SENETEK the Landlord has opportunity to enter into such cooperative research and development agreement instead of such third party on the same terms as those proposed by or to such third party. SENETEK will exercise its right to cancel of first refusal within 4 weeks of receiving the Agreement and/or transfer all or any rights or duties arising proposed cooperative research and development agreement.
3.8 INSTITUTE will perform for SENETEK following activities: • pre-selective cell toxicity testing on human fibroblasts and keratinocytes—this assaying will eliminate toxic compounds from the Agreement (including the right to receive Rental and/or other payments) to third partieseach series. If the Parties do not cancel the Agreement 1 month before its expiry date, the Agreement will be considered prolonged • development of analytical methods for the initial term, however the Tenant has the right to cancel the Agreement upon at least 30 calendar days' notice to the Landlordestimation of leading cytokinins in creams and ointments and optimization of extraction methods. Return • stability testing of the Premises compounds in cream and the Deposit The Tenant must return the Premises (including all Landlord's items and equipment handed over) vacantointments. • work on formulation, clean and in the same state as they were handed over (considering natural wear and tear) on the day of expiry mainly dissolving of the Agreement for the latestselected and leading compounds. The Landlord will not reimburse the Tenant for any improvements and can instruct the Tenant • molecular mechanism of action of cytokinins on skin cells – with aim to remove them without making any damage to the Premises. If the Tenant fails to return and/or properly vacate the Premises, the Tenant must cover all losses incurred discover molecular mechanism of action by the Landlord following 3 approaches: microarray analyses, 2D-gel electrophoreses + MS/MS and pay affinity chromatography combined with MS/MS proteomic analyses. • screening for unknown molecular targets by testing on kinases and other enzymes. • development of large scale synthesis - development of a double rental until the Premises are properly returned. The Landlord acquires the right to take over the Premises unilaterally (including opening method for production of the doors, change of the locks, etcleading compounds in kg quantities.), and to mover any property left in the Premises for temporary storage upon at least 10 days' notice to the Tenant, to sell at auction organised at the Landlord's discretion. Any amounts received from auction will be used to cover all losses and expenses of the Landlord. Any amount of the Deposit remaining after all deductions made will be repaid to the Tenant within 20 working days from return of the Premises.
Appears in 1 contract
Duties of the Parties. The Landlord undertakes an obligation to let 3.1 Promptly after the Tenant use the Premises for the Rental and in accordance with the Agreement. The Tenant confirms that he is familiar with the Premises use rules (xxxxx://xxxxxxxxxxxxxxx.xx/en/contracts/ ) (they are considered to form a part of this Agreement) and undertakes an obligation to observe them strictly. The Tenant undertakes an obligation to make all payments in time and to follow the Landlord's instructions regarding Premises use. The Tenant may not modify the Premises and must use the Premises without causing any harm to the interests of the Landlord or third parties. The Tenant undertakes an obligation not to keep any property of the total value of over EUR 1,000 in the Premises. The Parties agree to proceed with the Agreement if the owner of the Premises changes, i.e. The Tenant waives the right to exercise the possibility stipulated in Paragraph 3, Article 6.494 of the Civil Code of the Republic of Lithuania to cancel the Agreement if the ownership of the Premises changes. If the Tenant delays payment for over 7 daysEFFECTIVE DATE, the Landlord has the right to restrict access into the Premises for the Tenant. Access into the Premises will be re-established once the Tenant covers INSTITUTE shall provide SENETEK with a complete listing and description of all debts and pays the re-establishment fee of EUR 50. The Tenant confirms that he is familiar with the privacy policy applied to personal data processing (xxxxx://xxxxxxxxxxxxxxx.xx/en/contracts/ ). Expiry of the Agreement The Landlord has the right to cancel this Agreement, out of court, upon at least 2 working days' notice to the Tenant, because of the Tenant's fault, if the Tenant delays payments or breaches other obligations and fails to rectify breaches within the notice term. In such event the Deposit will be kept COMPOUNDS developed by the Landlord as minimum and uncontested losses of the Landlord, however the Landlord has the right to claim reimbursement of other losses not INSTITUTE which are covered by the DepositPATENT APPLICATION, together with all chemical and biological information in its possession with respect to such COMPOUNDS.Upon
3.2 Not more frequently than every two (2) weeks after delivery of such information by the INSTITUTE, SENETEK will select and advise the INSTITUTE, in writing, of those COMPOUNDS on which it wishes to conduct TESTING at that time.
3.3 The INSTITUTE shall within two (2) weeks of receipt of each advice of SENETEK specifying selected COMPOUNDS it then wishes to test, deliver the selected COMPOUNDS to SENETEK in a quantity of at least 7 calendar days' notice100 mg each.
3.4 Not later than nine (9) months after delivery by the INSTITUTE of the first listing of COMPOUNDS as provided in Article 3.1, SENETEK will provide the INSTITUTE with a report of the results of the TESTING of the COMPOUNDS. SENETEK will also indicate those COMPOUNDS for which SENETEK wishes to be granted a license. SENETEK may, if it so chooses, deliver such reports and indicate COMPOUNDS it wishes to license on more than one occasion during such period. Such license shall be exclusive and world-wide in the field of use for medical skin care applications, including antipsoriatic, anti-inflammatory and related applications, and/or cosmetic skin care applications.
3.5 Within three (3) months of SENETEK’s decision to license COMPOUNDS as provided in Article 3.4, the Landlord has PARTIES will enter into a License Agreement with respect to such COMPOUNDS having principle terms as set forth in the right to cancel Term Sheet attached hereto. The final details of the Agreement and/or transfer all or any rights or duties arising from the Agreement (including the right to receive Rental and/or other payments) to third parties. If the Parties do not cancel the Agreement 1 month before its expiry date, the License Agreement will be considered prolonged for the initial term, however the Tenant has the right to cancel the Agreement upon at least 30 calendar days' notice to the Landlord. Return of the Premises and the Deposit The Tenant must return the Premises (including all Landlord's items and equipment handed over) vacant, clean and negotiated in the same state as they were handed over (considering natural wear and tear) on the day of expiry of the Agreement for the latest. The Landlord will not reimburse the Tenant for any improvements and can instruct the Tenant to remove them without making any damage to the Premises. If the Tenant fails to return and/or properly vacate the Premises, the Tenant must cover all losses incurred good faith by the Landlord and pay PARTIES hereto.
3.6 If SENETEK does not deliver one or more reports as provided in Article 3.4 or, having delivered such report or reports, decides not to execute a double rental until License Agreement negotiated by the Premises are properly returned. The Landlord acquires PARTIES as provided in Article 3.5, as to any particular COMPOUND or COMPOUNDS, then the right INSTITUTE shall be free to take over the Premises unilaterally (including opening of the doorscommercialize such COMPOUND or COMPOUNDS itself or enter into an evaluation agreement or license or other agreement with respect thereto with any third party on such terms as it may determine in its sole discretion, change of the lockssubject, etc.), and to mover any property left in the Premises for temporary storage upon at least 10 days' notice to the Tenanthowever, to sell at auction organised at SENETEK’s rights under the Landlord's discretion. Any amounts received from auction will be used to cover all losses and expenses SENETEK PATENTS as regards commercialization of the Landlord. Any amount of the Deposit remaining after all deductions made will be repaid to the Tenant within 20 working days from return of the Premises.any COMPOUND or method covered thereby..
Appears in 1 contract
Samples: Cooperative Research and Development Agreement (Senetek PLC /Eng/)
Duties of the Parties. The Landlord undertakes an obligation to let 2.01 NBD shall perform the Tenant use following services:
(a) Receive from the Premises Plans orders for the Rental purchase of authorized shares of beneficial interest of the Funds (the "Shares") by the close of regular trading on the New York Stock Exchange (the "Close of Trading") each business day that the New York Stock Exchange is open for business ("Business Day"), transmit such orders to the transfer agent of the Trust (the "Transfer Agent") for acceptance on such Business Day and promptly deliver or instruct the Plans (or the Plans' Trustee(s) as the case may be) to deliver payment and appropriate documentation therefor to Transfer Agent for acceptance;
(b) Receive from the Plans by the close of Trading each Business Day redemption requests and redemption directions, transmit such requests and directions to the Transfer Agent and deliver appropriate documentation therefor to Transfer Agent, in each case for acceptance on such Business Day; and
(c) As instructed, maintain adequate records related to, and advise Transfer Agent as to, the foregoing. To the extent required under the 1940 Act and rules thereunder, NBD agrees that such records maintained by it will be preserved, maintained and made available in accordance with the Agreementprovisions of the 1940 Act and rules thereunder, and copies or, if required, originals, will be surrendered promptly. The Tenant confirms that he is familiar with Subject to the Premises use rules (xxxxx://xxxxxxxxxxxxxxx.xx/en/contracts/ ) (they are considered to form a part foregoing, records surrendered hereunder shall be in machine readable or optical disk form. This provision shall survive the termination of this Agreement) .
2.02 NBD shall maintain adequate offices, personnel and undertakes an obligation computer and other equipment to observe them strictlyperform the services contemplated by this Agreement. NBD shall notify the Trust promptly in the event that it becomes unable for any reason to perform the services contemplated by, or any other of its obligations under, this Agreement.
2.03 The Tenant undertakes an obligation parties hereto shall take all steps necessary to make all payments ensure that the arrangements provided for in time and to follow the Landlord's instructions regarding Premises use. The Tenant may not modify the Premises and must use the Premises without causing any harm this Agreement are properly disclosed to the interests Plans.
2.04 In accordance with procedures established from time to time by agreement of the Landlord or third parties. The Tenant undertakes an obligation not parties hereto, the Trust shall instruct the Transfer Agent to keep any property furnish to NBD, for each Fund, no later than 6:30 P.M. Eastern Time on each Business Day as appropriate:
(a) Net asset value information as of the total value Close of over EUR 1,000 Trading each Business Day when such information is used for crediting accounts; and
(b) Dividend and capital gains distribution information, as it arises, when such information is used for crediting accounts; and
(c) Daily accrual for interest rate factor (mil rate) information with respect to Funds which declare dividends daily, when such information is used for crediting accounts.
2.05 Orders derived from, and in the Premises. The Parties agree to proceed with the Agreement if the owner of the Premises changesamounts equal to, i.e. The Tenant waives the right to exercise the possibility stipulated in Paragraph 3, Article 6.494 of the Civil Code of the Republic of Lithuania to cancel the Agreement if the ownership of the Premises changes. If the Tenant delays payment for over 7 days, the Landlord has the right to restrict access into the Premises for the Tenant. Access into the Premises will be re-established once the Tenant covers all debts purchase and pays the re-establishment fee of EUR 50. The Tenant confirms that he is familiar with the privacy policy applied to personal data processing (xxxxx://xxxxxxxxxxxxxxx.xx/en/contracts/ ). Expiry of the Agreement The Landlord has the right to cancel this Agreement, out of court, upon at least 2 working days' notice redemption requests received by NBD prior to the Tenant, because Close of the Tenant's fault, if the Tenant delays payments or breaches other obligations and fails to rectify breaches within the notice term. In such event the Deposit will Trading on any Business Day ("Day 1") shall be kept transmitted by the Landlord as minimum and uncontested losses of the Landlord, however the Landlord has the right to claim reimbursement of other losses not covered by the Deposit.Upon at least 7 calendar days' notice, the Landlord has the right to cancel the Agreement and/or transfer all or any rights or duties arising from the Agreement 9:30 a.m. (including the right to receive Rental and/or other payments) to third parties. If the Parties do not cancel the Agreement 1 month before its expiry date, the Agreement will be considered prolonged for the initial term, however the Tenant has the right to cancel the Agreement upon at least 30 calendar days' notice to the Landlord. Return of the Premises and the Deposit The Tenant must return the Premises (including all Landlord's items and equipment handed over) vacant, clean and in the same state as they were handed over (considering natural wear and tearEastern Time) on the day next Business Day. Such trades will be effected at the net asset value of expiry each Fund's shares calculated as of the Agreement for the latest. The Landlord will not reimburse the Tenant for any improvements and can instruct the Tenant to remove them without making any damage Close of Trading on Day 1 subject to the Premises. If terms of such Fund's prospectus.
2.06 NBD agrees that all books, records, information and data pertaining to the Tenant fails to return and/or properly vacate the Premises, the Tenant must cover all losses incurred by the Landlord and pay a double rental until the Premises are properly returned. The Landlord acquires the right to take over the Premises unilaterally (including opening business of the doorsTransfer Agent which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential and shall not be voluntarily disclosed to any other person, change except as may be required by law.
2.07 NBD shall maintain or provide for redundant facilities and shall maintain or provide for backup files of its records maintained hereunder and shall store such back-up files in a secure off-premises location, so that in the event of a power failure or other interruption of whatever cause at the location of its records such records are maintained intact and transactions can be processed at another location.
2.08 The parties hereto shall furnish to each other such information as may reasonably be requested (including, without limitation, periodic certifications confirming the provision of the locks, etc.services described herein), and will otherwise cooperate with each other (including without limitation any auditors designated by the Trust) in connection with reports to mover the Trust's Board of Trustees concerning this Agreement and the monies paid or payable pursuant hereto, as well as any property left other reports or filings that may be required by law.
2.09 The parties hereto shall comply with federal and state securities laws and regulations thereunder in connection with their responsibilities under this Agreement.
2.10 In accordance with the procedures established from time to time by agreement of the parties hereto, the Trust shall cause the Transfer Agent to promptly furnish to NBD in the Premises frequency requested, for temporary storage upon at least 10 days' notice each Fund:
(a) copies of prospectuses, financial statements, reports or other materials relating to each Fund, and updates of such materials, in the quantity requested by NBD as such updates become available; and
(b) performance data for each Fund, including without limitation total return and current yield information computed in accordance with applicable regulations and other performance information as NBD may reasonably request.
2.11 Purchases and sales of the Funds are subject to the Tenantterms of the Funds' prospectuses.
2.12 The Trust hereby authorizes NBD, for purposes of subsection 2.10 concerning the transmission of performance data, to sell at auction organised at utilize Lipper Analytical Services in reporting the Landlord's discretion. Any amounts received from auction will be used to cover all losses and expenses performance of the Landlord. Any amount of the Deposit remaining after all deductions made will be repaid to the Tenant within 20 working days from return of the PremisesFund(s).
Appears in 1 contract
Samples: Agency Agreement (Pegasus Funds)
Duties of the Parties. The Landlord undertakes an obligation to let 3.1 Promptly after the Tenant use the Premises for the Rental EFFECTIVE DATE, and in accordance with the Agreement. The Tenant confirms that he is familiar with the Premises use rules (xxxxx://xxxxxxxxxxxxxxx.xx/en/contracts/ ) (they are considered to form a part of this Agreement) and undertakes an obligation to observe them strictly. The Tenant undertakes an obligation to make all payments in time and to follow the Landlord's instructions regarding Premises use. The Tenant may not modify the Premises and must use the Premises without causing any harm to the interests of the Landlord or third parties. The Tenant undertakes an obligation not to keep any property of the total value of over EUR 1,000 in the Premises. The Parties agree to proceed with the Agreement if the owner of the Premises changes, i.e. The Tenant waives the right to exercise the possibility stipulated in Paragraph 3, Article 6.494 of the Civil Code of the Republic of Lithuania to cancel the Agreement if the ownership of the Premises changes. If the Tenant delays payment for over 7 daysthereafter at least once every calendar year, the Landlord has RESEARCHERS shall provide SENETEK with a complete listing and description of all COMPOUNDS developed, in licensed or otherwise acquired by the right RESEARCHERS, together with all chemical and biological information in their possession with respect to restrict access into the Premises for the Tenant. Access into the Premises will be re-established once the Tenant covers all debts such COMPOUNDS and pays the re-establishment fee of EUR 50. The Tenant confirms that he is familiar with the privacy policy applied to personal data processing (xxxxx://xxxxxxxxxxxxxxx.xx/en/contracts/ ). Expiry of the Agreement The Landlord has the right to cancel this Agreement, out of court, upon at least 2 working days' notice to the Tenant, because of the Tenant's faultspecifying those COMPOUNDS, if the Tenant delays payments or breaches other obligations and fails to rectify breaches within the notice term. In any, which are covered by RESEARCHERS’ PATENTS.
3.2 Not later than two (2) weeks after delivery of such event the Deposit will be kept information by the Landlord RESEARCHERS, SENETEK will select and advise the RESEARCHERS, in writing, of those COMPOUNDS on which it wishes to conduct TESTING at that time. Notwithstanding the foregoing, as minimum and uncontested losses of regards COMPOUNDS which the Landlord, however the Landlord has the right to claim reimbursement of other losses not RESEARCHERS’ listing under Article 3.1 specifies are covered by the DepositRESEARCHERS’ PATENTS, if SENETEK does not give the RESEARCHERS written advice that it wishes to conduct TESTING of any such COMPOUND within four (4) months after it receives the listing provided for in Article 3.1, SENETEK shall be considered to have waived its rights to such COMPOUND for all purposes of this AGREEMENT and the RESEARCHERS shall be free to commercialize such COMPOUND themselves or enter into an evaluation agreement or license or other agreement with respect thereto with any third party on such terms as they may determine in their sole discretion, subject, however, to SENETEK’s rights, if any, under the SENETEK PATENTS and provided, however, that before RESEARCHERS shall enter into an evaluation agreement or license or other agreement with any third party, RESEARCHERS shall give notice to SENETEK of the terms on which they propose to enter into such evaluation agreement or license or other agreement and SENETEK shall have thirty (30) days to enter into such agreement with the RESEARCHERS on the same terms, providing these terms are not worse for the RESEARCHERS than the terms in Annex 1- License Agreement Term Sheet, in which case the terms of Annex 1 will be used.Upon
3.3 The RESEARCHERS shall within two (2) weeks of receipt of each advice of SENETEK specifying selected COMPOUNDS it then wishes to TEST, deliver the selected COMPOUNDS to SENETEK in a quantity of at least 7 calendar days' notice100 mg each.
3.4 If practicable, not later than nine (9) months after each delivery by the RESEARCHERS of the listing of COMPOUNDS as provided in Article 3.1, SENETEK will provide the RESEARCHERS with a report of the results of the TESTING of the new COMPOUNDS set forth in such listing. SENETEK will also indicate those COMPOUNDS for which SENETEK wishes to be granted a license. SENETEK may, if it so chooses, deliver such reports and indicate COMPOUNDS it wishes to license on more than one occasion during such period. Such license shall be exclusive and worldwide, for all applications.
3.5 Within three (3) months of SENETEK’s decision to license COMPOUNDS as provided in Article 3.4, the Landlord has PARTIES will enter into a License Agreement with respect to such COMPOUNDS having principal terms as set forth in Annex 1- License Agreement Term. The final details of the right to cancel the Agreement and/or transfer all or any rights or duties arising from the Agreement (including the right to receive Rental and/or other payments) to third parties. If the Parties do not cancel the Agreement 1 month before its expiry date, the License Agreement will be considered prolonged negotiated in good faith by the PARTIES hereto.
3.6 If SENETEK does not deliver one or more reports as provided in Article 3.4 or, having delivered such report or reports, decides not to execute a License Agreement negotiated by the PARTIES as provided in Article 3.5, as to any particular COMPOUND or COMPOUNDS covered by any NEW PATENT APPLICATION, then the PARTIES will agree how to commercialize such COMPOUNDS and how to share revenues from such commercialization. Any such agreement on particular COMPOUNDS will be recorded in writing, signed by all PARTIES, and will become an appendix to this AGREEMENT. In case of COMPOUNDS covered by RESEARCHERS’ PATENTS, RESEARCHERS shall be free to commercialize such COMPOUND or COMPOUNDS themselves or enter into an evaluation agreement or license or other agreement with respect thereto with any third party on such terms as they may determine in their sole discretion, subject, however, to SENETEK’s rights, if any, under the SENETEK PATENTS.
3.7 RESEARCHERS agree that they will not enter into any cooperative research and development agreement with any third party involving any chemical compounds other than COMPOUNDS for cosmeceutical or anti-aging dermatological uses without first offering to SENETEK the initial termopportunity to enter into such cooperative research and development agreement instead of such third party on the same terms as those proposed by or to such third party. SENETEK will exercise its right of first refusal within 4 weeks of receiving the proposed cooperative research and development agreement.
3.8 RESEARCHERS represent and warrant to SENETEK that their entering into and performing this AGREEMENT will not violate any agreement or obligation of either of the RESEARCHERS with or to any third party or give rise to any claim by any third party. The RESEARCHERS shall deliver to SENETEK, however together with the Tenant has the right to cancel the Agreement upon at least 30 calendar days' notice AGREEMENT signed on their behalf, letters signed by authorized representatives of Ministry of Science and Information (MNII) and any other legal entity with which any of RESEARCHERS are affiliated, waiving any claim against SENETEK related to the Landlord. Return subject matter of the Premises and the Deposit The Tenant must return the Premises (including all Landlord's items and equipment handed over) vacant, clean and in the same state as they were handed over (considering natural wear and tear) on the day of expiry of the Agreement for the latest. The Landlord will not reimburse the Tenant for any improvements and can instruct the Tenant to remove them without making any damage to the Premises. If the Tenant fails to return and/or properly vacate the Premises, the Tenant must cover all losses incurred by the Landlord and pay a double rental until the Premises are properly returned. The Landlord acquires the right to take over the Premises unilaterally (including opening of the doors, change of the locks, etcthis AGREEMENT.), and to mover any property left in the Premises for temporary storage upon at least 10 days' notice to the Tenant, to sell at auction organised at the Landlord's discretion. Any amounts received from auction will be used to cover all losses and expenses of the Landlord. Any amount of the Deposit remaining after all deductions made will be repaid to the Tenant within 20 working days from return of the Premises.
Appears in 1 contract
Samples: Cooperative Research and Development Agreement (Senetek PLC /Eng/)
Duties of the Parties. The Landlord undertakes an obligation 5.1 Company shall be required to let maintain a satisfactory working relationship with Wal-Mart Corporate on a good faith basis.
5.2 Developer accepts the Tenant use following obligations:
5.2.1 A Developer which is a corporation shall comply, except as otherwise approved in writing by the Premises for the Rental and in accordance Company, with the following requirements throughout the term of this Agreement:
5.2.1.1 Developer shall furnish the Company with its Articles of Incorporation, bylaws, other governing documents and any amendments thereto including the Resolution of the Board of Directors authorizing entry into this Agreement. The Tenant confirms Company shall maintain the right to review other of Developer’s corporate documents form time to time as it, in its sole discretion, deems advisable, including, but not limited to, minutes of the meetings of Developer’s Board of Directors, any other documents the Company may reasonably request, and any amendments thereto.
5.2.1.2 Developer shall be a newly organized corporation, and shall at all times confine its activities, and its governing documents, shall at all times provide that he its activities are confined, exclusively to the management and operation of the business contemplated hereunder, including the establishment and operation of the Sxxxxxx’x Snack Bars to be developed hereunder.
5.2.1.3 Developer shall maintain stop transfer instructions against the transfer on its records of any equity securities; and shall issue on certificates for voting securities upon the face of which the following printed legend does not legibly and conspicuously appear: The transfer of this stock is familiar subject to the terms and conditions of a Multiple Shop Development Agreement with Frosted Mug Holdings, LLC dated March 16, 2006. Reference is made to the provisions of the said Multiple Unit Development Agreement and to the Articles and Bylaws of this Corporation. Provided, however, that the requirements of this Section 5.2.1.3 shall not apply to a “publicly-held corporation”. A “publicly-held corporation” for purposes of this Agreement shall mean a corporation registered pursuant to the Securities and Exchange Act of 1934.
5.2.1.4 Developer shall maintain a current list of all owners of record and to its knowledge, all beneficial owners of any class of voting securities of Developer and shall furnish the list to the Company upon request.
5.2.2 A Developer which is a partnership shall comply, except as otherwise approved in writing by the Company, with the Premises use rules (xxxxx://xxxxxxxxxxxxxxx.xx/en/contracts/ ) (they are considered to form a part following requirements throughout the term of this Agreement) :
5.2.2.1 Developer shall furnish the Company with its partnership agreement as well as well as such other documents as the Company may reasonably request, and undertakes an obligation any amendments thereto, which shall contain a restriction on transfer of any partnership interest without the prior written consent of the Company.
5.2.2.2 Developer shall prepare and furnish to observe them strictlythe Company, upon request, a list of all general and limited partners in Developer.
5.2.3 A Developer which is a limited liability company shall comply, except as otherwise approved in writing by the Company, with the following requirements throughout the term of this Agreement:
5.2.3.1 Developer shall furnish the Company with a copy of its operating agreement and other governing documents and any amendments thereto. The Tenant undertakes an obligation to make all payments in time and to follow the Landlord's instructions regarding Premises use. The Tenant may not modify the Premises and must use the Premises without causing any harm to the interests of the Landlord or third parties. The Tenant undertakes an obligation not to keep any property of the total value of over EUR 1,000 in the Premises. The Parties agree to proceed with the Agreement if the owner of the Premises changes, i.e. The Tenant waives Company shall maintain the right to exercise review other of Developer’s limited liability company documents from time to time as it, in its sole discretion, deems advisable including all documents the possibility stipulated in Paragraph 3Company may reasonably request, Article 6.494 and any amendments thereto.
5.2.3.2 Developer shall be a newly organized limited liability company, and shall at all times confine its activities, and its governing documents shall at all times provide that its activities are confined, exclusively to the management and operation of the Civil Code business contemplated hereunder.
5.2.3.3 Developer shall maintain a current list of all members and managers of record and shall furnish the Republic of Lithuania to cancel the Agreement if the ownership of the Premises changes. If the Tenant delays payment for over 7 days, the Landlord has the right to restrict access into the Premises for the Tenant. Access into the Premises will be re-established once the Tenant covers all debts and pays the re-establishment fee of EUR 50. The Tenant confirms that he is familiar with the privacy policy applied to personal data processing (xxxxx://xxxxxxxxxxxxxxx.xx/en/contracts/ ). Expiry of the Agreement The Landlord has the right to cancel this Agreement, out of court, upon at least 2 working days' notice list to the TenantCompany upon request.
5.2.4 Developer shall comply with all requirements of federal, because of the Tenant's fault, if the Tenant delays payments or breaches other obligations and fails to rectify breaches within the notice term. In such event the Deposit will be kept by the Landlord as minimum and uncontested losses of the Landlord, however the Landlord has the right to claim reimbursement of other losses not covered by the Deposit.Upon at least 7 calendar days' notice, the Landlord has the right to cancel the Agreement and/or transfer all or any rights or duties arising from the Agreement (including the right to receive Rental and/or other payments) to third parties. If the Parties do not cancel the Agreement 1 month before its expiry date, the Agreement will be considered prolonged for the initial term, however the Tenant has the right to cancel the Agreement upon at least 30 calendar days' notice to the Landlord. Return of the Premises and the Deposit The Tenant must return the Premises (including all Landlord's items and equipment handed over) vacant, clean and in the same state as they were handed over (considering natural wear and tear) on the day of expiry of the Agreement for the latest. The Landlord will not reimburse the Tenant for any improvements and can instruct the Tenant to remove them without making any damage to the Premises. If the Tenant fails to return and/or properly vacate the Premises, the Tenant must cover all losses incurred by the Landlord and pay a double rental until the Premises are properly returned. The Landlord acquires the right to take over the Premises unilaterally (including opening of the doors, change of the locks, etc.)state, and to mover any property left in the Premises for temporary storage upon at least 10 days' notice to the Tenantlocal laws, to sell at auction organised at the Landlord's discretion. Any amounts received from auction will be used to cover all losses rules and expenses of the Landlord. Any amount of the Deposit remaining after all deductions made will be repaid to the Tenant within 20 working days from return of the Premisesregulations.
Appears in 1 contract
Samples: Multiple Unit Development Agreement (Rockelle Corp.)
Duties of the Parties. The Landlord undertakes an obligation to let 3.1 Promptly after the Tenant use the Premises for the Rental EFFECTIVE DATE, and in accordance with the Agreement. The Tenant confirms that he is familiar with the Premises use rules (xxxxx://xxxxxxxxxxxxxxx.xx/en/contracts/ ) (they are considered to form a part of this Agreement) and undertakes an obligation to observe them strictly. The Tenant undertakes an obligation to make all payments in time and to follow the Landlord's instructions regarding Premises use. The Tenant may not modify the Premises and must use the Premises without causing any harm to the interests of the Landlord or third parties. The Tenant undertakes an obligation not to keep any property of the total value of over EUR 1,000 in the Premises. The Parties agree to proceed with the Agreement if the owner of the Premises changes, i.e. The Tenant waives the right to exercise the possibility stipulated in Paragraph 3, Article 6.494 of the Civil Code of the Republic of Lithuania to cancel the Agreement if the ownership of the Premises changes. If the Tenant delays payment for over 7 daysthereafter at least once every calendar year, the Landlord has RESEARCHERS shall provide SENETEK with a complete listing and description of all COMPOUNDS developed, in licensed or otherwise acquired by the right RESEARCHERS, together with all chemical and biological information in their possession with respect to restrict access into the Premises for the Tenant. Access into the Premises will be re-established once the Tenant covers all debts such COMPOUNDS and pays the re-establishment fee of EUR 50. The Tenant confirms that he is familiar with the privacy policy applied to personal data processing (xxxxx://xxxxxxxxxxxxxxx.xx/en/contracts/ ). Expiry of the Agreement The Landlord has the right to cancel this Agreement, out of court, upon at least 2 working days' notice to the Tenant, because of the Tenant's faultspecifying those COMPOUNDS, if the Tenant delays payments or breaches other obligations and fails to rectify breaches within the notice term. In any, which are covered by RESEARCHERS’ PATENTS.
3.2 Not later than two (2) weeks after delivery of such event the Deposit will be kept information by the Landlord RESEARCHERS, SENETEK will select and advise the RESEARCHERS, in writing, of those COMPOUNDS on which it wishes to conduct TESTING at that time. Notwithstanding the foregoing, as minimum and uncontested losses of regards COMPOUNDS which the Landlord, however the Landlord has the right to claim reimbursement of other losses not RESEARCHERS’ listing under Article 3.1 specifies are covered by the Deposit.Upon RESEARCHERS’ PATENTS, if SENETEK does not give the RESEARCHERS written advice that it wishes to conduct TESTING of any such COMPOUND within four (4) months after it receives the listing provided for in Article 3.1, SENETEK shall be considered to have waived its rights to such COMPOUND for all purposes of this AGREEMENT and the RESEARCHERS shall be free to commercialize such COMPOUND themselves or enter into an evaluation agreement or license or other agreement with respect thereto with any third party on such terms as they may determine in their sole discretion, subject, however, to SENETEK’s rights, if any, under the SENETEK PATENTS and provided, however, that before RESEARCHERS shall enter into an evaluation agreement or license or other agreement with any third party, RESEARCHERS shall give notice to SENETEK of the terms on which they propose to enter into such evaluation agreement or license or other agreement and SENETEK shall have thirty (30) days to enter into such agreement with the RESEARCHERS on the same terms, providing these terms are not worse for the RESEARCHERS than the terms in Annex 1- License Agreement Term Sheet, in which case the terms of Annex 1 will be used. The RESEARCHERS shall within two (2) weeks of receipt of each advice of
3.3 SENETEK specifying selected COMPOUNDS it then wishes to TEST, deliver the selected COMPOUNDS to SENETEK in a quantity of at least 7 calendar days' notice100 mg each.
3.4 If practicable, not later than nine (9) months after each delivery by the RESEARCHERS of the listing of COMPOUNDS as provided in Article 3.1, SENETEK will provide the RESEARCHERS with a report of the results of the TESTING of the new COMPOUNDS set forth in such listing. SENETEK will also indicate those COMPOUNDS for which SENETEK wishes to be granted a license. SENETEK may, if it so chooses, deliver such reports and indicate COMPOUNDS it wishes to license on more than one occasion during such period. Such license shall be exclusive and worldwide, for all applications.
3.5 Within three (3) months of SENETEK’s decision to license COMPOUNDS as provided in Article 3.4, the Landlord has PARTIES will enter into a License Agreement with respect to such COMPOUNDS having principal terms as set forth in Annex 1- License Agreement Term. The final details of the right to cancel the Agreement and/or transfer all or any rights or duties arising from the Agreement (including the right to receive Rental and/or other payments) to third parties. If the Parties do not cancel the Agreement 1 month before its expiry date, the License Agreement will be considered prolonged negotiated in good faith by the PARTIES hereto.
3.6 If SENETEK does not deliver one or more reports as provided in Article 3.4 or, having delivered such report or reports, decides not to execute a License Agreement negotiated by the PARTIES as provided in Article 3.5, as to any particular COMPOUND or COMPOUNDS covered by any NEW PATENT APPLICATION, then the PARTIES will agree how to commercialize such COMPOUNDS and how to share revenues from such commercialization. Any such agreement on particular COMPOUNDS will be recorded in writing, signed by all PARTIES, and will become an appendix to this AGREEMENT. In case of COMPOUNDS covered by RESEARCHERS’ PATENTS, RESEARCHERS shall be free to commercialize such COMPOUND or COMPOUNDS themselves or enter into an evaluation agreement or license or other agreement with respect thereto with any third party on such terms as they may determine in their sole discretion, subject, however, to SENETEK’s rights, if any, under the SENETEK PATENTS.
3.7 RESEARCHERS agree that they will not enter into any cooperative research and development agreement with any third party involving any chemical compounds other than COMPOUNDS for cosmeceutical or anti-aging dermatological uses without first offering to SENETEK the initial termopportunity to enter into such cooperative research and development agreement instead of such third party on the same terms as those proposed by or to such third party. SENETEK will exercise its right of first refusal within 4 weeks of receiving the proposed cooperative research and development agreement.
3.8 RESEARCHERS represent and warrant to SENETEK that their entering into and performing this AGREEMENT will not violate any agreement or obligation of any of the RESEARCHERS with or to any third party or give rise to any claim by any third party. The RESEARCHERS shall deliver to SENETEK, however together with the Tenant has the right to cancel the Agreement upon at least 30 calendar days' notice AGREEMENT signed on their behalf, letters signed by authorized representatives of Ministry of Science and Information (MNII) and any other legal entity with which any of RESEARCHERS are affiliated, waiving any claim against SENETEK related to the Landlord. Return subject matter of the Premises and the Deposit The Tenant must return the Premises (including all Landlord's items and equipment handed over) vacant, clean and in the same state as they were handed over (considering natural wear and tear) on the day of expiry of the Agreement for the latest. The Landlord will not reimburse the Tenant for any improvements and can instruct the Tenant to remove them without making any damage to the Premises. If the Tenant fails to return and/or properly vacate the Premises, the Tenant must cover all losses incurred by the Landlord and pay a double rental until the Premises are properly returned. The Landlord acquires the right to take over the Premises unilaterally (including opening of the doors, change of the locks, etcthis AGREEMENT.), and to mover any property left in the Premises for temporary storage upon at least 10 days' notice to the Tenant, to sell at auction organised at the Landlord's discretion. Any amounts received from auction will be used to cover all losses and expenses of the Landlord. Any amount of the Deposit remaining after all deductions made will be repaid to the Tenant within 20 working days from return of the Premises.
Appears in 1 contract
Samples: Cooperative Research and Development Agreement (Senetek PLC /Eng/)
Duties of the Parties. The Landlord undertakes an obligation to let the Tenant use the Premises for the Rental and in accordance with the Agreement. The Tenant confirms that he is familiar with the Premises use rules (xxxxx://xxxxxxxxxxxxxxx.xx/en/contracts/ xxxxx://xxxxxxxxxxxxxxx.xx/en/LE-contracts/ ) (they are considered to form a part of this Agreement) and undertakes an obligation to observe them strictly. The Tenant undertakes an obligation to make all payments in time and to follow the Landlord's instructions regarding Premises use. The Tenant may not modify the Premises and must use the Premises without causing any harm to the interests of the Landlord or third parties. The Tenant undertakes an obligation not to keep any property of the total value of over EUR 1,000 in the Premises. The Parties agree to proceed with the Agreement if the owner of the Premises changes, i.e. The Tenant waives the right to exercise the possibility stipulated in Paragraph 3, Article 6.494 of the Civil Code of the Republic of Lithuania to cancel the Agreement if the ownership of the Premises changes. If the Tenant delays payment for over 7 days, the Landlord has the right to restrict access into the Premises for the Tenant. Access into the Premises will be re-established once the Tenant covers all debts and pays the re-establishment fee of EUR 50. The Tenant confirms that he is familiar with the privacy policy applied to personal data processing (xxxxx://xxxxxxxxxxxxxxx.xx/en/contracts/ xxxxx://xxxxxxxxxxxxxxx.xx/en/LE-contracts/ ). Expiry of the Agreement The Landlord has the right to cancel this Agreement, out of court, upon at least 2 working days' notice to the Tenant, because of the Tenant's fault, if the Tenant delays payments or breaches other obligations and fails to rectify breaches within the notice term. In such event the Deposit will be kept by the Landlord as minimum and uncontested losses of the Landlord, however the Landlord has the right to claim reimbursement of other losses not covered by the Deposit.Upon at least 7 calendar days' notice, the Landlord has the right to cancel the Agreement and/or transfer all or any rights or duties arising from the Agreement (including the right to receive Rental and/or other payments) to third parties. If the Parties do not cancel the Agreement 1 month before its expiry date, the Agreement will be considered prolonged for the initial term, however the Tenant has the right to cancel the Agreement upon at least 30 calendar days' notice to the Landlord. Return of the Premises and the Deposit The Tenant must return the Premises (including all Landlord's items and equipment handed over) vacant, clean and in the same state as they were handed over (considering natural wear and tear) on the day of expiry of the Agreement for the latest. The Landlord will not reimburse the Tenant for any improvements and can instruct the Tenant to remove them without making any damage to the Premises. If the Tenant fails to return and/or properly vacate the Premises, the Tenant must cover all losses incurred by the Landlord and pay a double rental until the Premises are properly returned. The Landlord acquires the right to take over the Premises unilaterally (including opening of the doors, change of the locks, etc.), and to mover any property left in the Premises for temporary storage upon at least 10 days' notice to the Tenant, to sell at auction organised at the Landlord's discretion. Any amounts received from auction will be used to cover all losses and expenses of the Landlord. Any amount of the Deposit remaining after all deductions made will be repaid to the Tenant within 20 working days from return of the Premises.
Appears in 1 contract
Samples: Lease Agreement
Duties of the Parties. The Landlord undertakes an obligation to let (a) During the Tenant use the Premises for the Rental and in accordance with the Agreement. The Tenant confirms that he is familiar with the Premises use rules (xxxxx://xxxxxxxxxxxxxxx.xx/en/contracts/ ) (they are considered to form a part term of this Agreement) and undertakes an obligation , J&B will provide transfer agency services to observe them strictlythe Investors Mark Series Fund pursuant to a wxxxxen Transfer Agency Agreement appropriately approved by the Board of Directors of the Investors Mark Series Fund, such Agreement xx be in a form acceptable to IMA. The Tenant undertakes an obligation to make all payments parties understand and agree that the cost of such transfer agency services, as documented in time said Agreement, shall be the responsibility of J&B, and to follow the Landlord's instructions regarding Premises use. The Tenant may not modify the Premises in no event shall Investors Mark Series Fund be responsible xxx such cost.
(b) Jones & Babson shall also furnisx xx provide for portfolio accounting, various fund administration and must use the Premises without causing any harm legal/regulatory services to the interests Investors Mark Series Fund Portfolios ixxxxding, without limitation, federal and state registration of the Landlord or third parties. The Tenant undertakes an obligation not to keep any property shares of the total value Investors Mark Series Fund Portfolios fox xxblic sale, preparation and printing of over EUR 1,000 appropriate prospectuses, proxies and other similar documents, and responsibility for various activities in the Premises. The Parties agree to proceed connection with the Agreement if the owner necessary meetings of shareholders and Board of Directors of the Premises changes, i.e. The Tenant waives Investors Mark Series Fund.
(c) Durxxx the right to exercise the possibility stipulated in Paragraph 3, Article 6.494 term of the Civil Code of the Republic of Lithuania to cancel the Agreement if the ownership of the Premises changes. If the Tenant delays payment for over 7 days, the Landlord has the right to restrict access into the Premises for the Tenant. Access into the Premises will be re-established once the Tenant covers all debts and pays the re-establishment fee of EUR 50. The Tenant confirms that he is familiar with the privacy policy applied to personal data processing (xxxxx://xxxxxxxxxxxxxxx.xx/en/contracts/ ). Expiry of the Agreement The Landlord has the right to cancel this Agreement, out J&B will serve as statutory underwriter/distributor of courtthe Investors Mark Series Fund, upon at least 2 working days' notice subject to conxxxxed approval thereof by the Board of Directors of the Investors Mark Series Fund, pursuant to thx xxrms and conditions of the Underwriting Agreement now in effect or as may be in effect from time to time hereafter. As statutory underwriter/distributor, J&B will perform including, without limitation, reviewing advertising, promotional and other offerin material relating to the Tenant, because Investors Mark Series Fund Portfolios and xxxing such material with regulatory authorities as necessary.
(d) IMA shall act as statutory manager of the Tenant's fault, if Investors Mark Series Fund pursuant to the Tenant delays payments or breaches other obligations xxxms and fails to rectify breaches within the notice term. In such event the Deposit will be kept by the Landlord as minimum and uncontested losses conditions of the LandlordManagement Agreement in effect from time to time during the term of this Agreement, however the Landlord has the right to claim reimbursement and shall perform all of other losses not covered by the Deposit.Upon at least 7 calendar days' notice, the Landlord has the right to cancel the Agreement and/or transfer all or any rights or its duties arising from the Agreement (including the right to receive Rental and/or other payments) to third partiesas statutory manager in a reasonable and appropriate manner. If the Parties do not cancel the Agreement 1 month before IMA shall cooperate with J&B in its expiry date, the Agreement will be considered prolonged for the initial term, however the Tenant has the right to cancel the Agreement upon at least 30 calendar days' notice capacity as statutory underwriter/distributor and service provider to the Landlord. Return of the Premises and the Deposit The Tenant must return the Premises (including all Landlord's items and equipment handed over) vacant, clean and in the same state as they were handed over (considering natural wear and tear) on the day of expiry of the Agreement for the latest. The Landlord will not reimburse the Tenant for any improvements and can instruct the Tenant to remove them without making any damage to the Premises. If the Tenant fails to return and/or properly vacate the Premises, the Tenant must cover all losses incurred by the Landlord and pay a double rental until the Premises are properly returned. The Landlord acquires the right to take over the Premises unilaterally (including opening of the doors, change of the locks, etc.)various Investors Mark Series Fund Portfolios, and to mover any property left xxxll provide all information, documentation and assistance reasonably requested by J&B in the Premises for temporary storage upon at least 10 days' notice to the Tenant, to sell at auction organised at the Landlord's discretion. Any amounts received from auction will be used to cover all losses and expenses of the Landlord. Any amount of the Deposit remaining after all deductions made will be repaid to the Tenant within 20 working days from return of the Premisesconnection with such services.
Appears in 1 contract
Samples: Services Agreement (Investors Mark Series Fund Inc)
Duties of the Parties. The Landlord undertakes an obligation to let 3.1 Promptly after the Tenant use the Premises for the Rental EFFECTIVE DATE, and in accordance with the Agreement. The Tenant confirms that he is familiar with the Premises use rules (xxxxx://xxxxxxxxxxxxxxx.xx/en/contracts/ ) (they are considered to form a part of this Agreement) and undertakes an obligation to observe them strictly. The Tenant undertakes an obligation to make all payments in time and to follow the Landlord's instructions regarding Premises use. The Tenant may not modify the Premises and must use the Premises without causing any harm to the interests of the Landlord or third parties. The Tenant undertakes an obligation not to keep any property of the total value of over EUR 1,000 in the Premises. The Parties agree to proceed with the Agreement if the owner of the Premises changes, i.e. The Tenant waives the right to exercise the possibility stipulated in Paragraph 3, Article 6.494 of the Civil Code of the Republic of Lithuania to cancel the Agreement if the ownership of the Premises changes. If the Tenant delays payment for over 7 daysthereafter at least once every calendar year, the Landlord has RESEARCHERS shall provide SENETEK with a complete listing and description of all COMPOUNDS developed, in licensed or otherwise acquired by the right RESEARCHERS, together with all chemical and biological information in their possession with respect to restrict access into the Premises for the Tenant. Access into the Premises will be re-established once the Tenant covers all debts such COMPOUNDS and pays the re-establishment fee of EUR 50. The Tenant confirms that he is familiar with the privacy policy applied to personal data processing (xxxxx://xxxxxxxxxxxxxxx.xx/en/contracts/ ). Expiry of the Agreement The Landlord has the right to cancel this Agreement, out of court, upon at least 2 working days' notice to the Tenant, because of the Tenant's faultspecifying those COMPOUNDS, if the Tenant delays payments or breaches other obligations and fails to rectify breaches within the notice term. In any, which are covered by RESEARCHERS’ PATENTS.
3.2 Not later than two (2) weeks after delivery of such event the Deposit will be kept information by the Landlord RESEARCHERS, SENETEK will select and advise the RESEARCHERS, in writing, of those COMPOUNDS on which it wishes to conduct TESTING at that time. Notwithstanding the foregoing, as minimum and uncontested losses of regards COMPOUNDS which the Landlord, however the Landlord has the right to claim reimbursement of other losses not RESEARCHERS’ listing under Article 3.1 specifies are covered by the DepositRESEARCHERS’ PATENTS, if SENETEK does not give the RESEARCHERS written advice that it wishes to conduct TESTING of any such COMPOUND within four (4) months after it receives the listing provided for in Article 3.1, SENETEK shall be considered to have waived its rights to such COMPOUND for all purposes of this AGREEMENT and the RESEARCHERS shall be free to commercialize such COMPOUND themselves, or enter into an evaluation agreement or license or other agreement with respect thereto with any third party on such terms as they may determine in their sole discretion, subject, however, to SENETEK’s rights, if any, under the SENETEK PATENTS and provided, however, that before RESEARCHERS shall enter into an evaluation agreement or license or other agreement with any third party, RESEARCHERS shall give notice to SENETEK of the terms on which they propose to enter into such evaluation agreement or license or other agreement and SENETEK shall have thirty (30) days to enter into such agreement with the RESEARCHERS on the same terms, providing these terms are not worse for the RESEARCHERS than the terms in Annex 1- License Agreement Term Sheet, in which case the terms of Annex 1 will be used.Upon
3.3 The RESEARCHERS shall within two (2) weeks of receipt of each advice of SENETEK specifying selected COMPOUNDS it then wishes to TEST, deliver the selected COMPOUNDS to SENETEK in a quantity of at least 7 calendar days' notice100 mg each.
3.4 If practicable, not later than nine (9) months after each delivery by the RESEARCHERS of the listing of COMPOUNDS as provided in Article 3.1, SENETEK will provide the RESEARCHERS with a report of the results of the TESTING of the new COMPOUNDS set forth in such listing. SENETEK will also indicate those COMPOUNDS for which SENETEK wishes to be granted a license. SENETEK may, if it so chooses, deliver such reports and indicate COMPOUNDS it wishes to license on more than one occasion during such period. Such license shall be exclusive and worldwide, for all applications.
3.5 Within three (3) months of SENETEK’s decision to license COMPOUNDS as provided in Article 3.4, the Landlord has PARTIES will enter into a License Agreement with respect to such COMPOUNDS having principal terms as set forth in Annex 1- License Agreement Term. The final details of the right to cancel the Agreement and/or transfer all or any rights or duties arising from the Agreement (including the right to receive Rental and/or other payments) to third parties. If the Parties do not cancel the Agreement 1 month before its expiry date, the License Agreement will be considered prolonged negotiated in good faith by the PARTIES hereto.
3.6 If SENETEK does not deliver one or more reports as provided in Article 3.4 or, having delivered such report or reports, decides not to execute a License Agreement negotiated by the PARTIES as provided in Article 3.5, as to any particular COMPOUND or COMPOUNDS covered by any NEW PATENT APPLICATION, then the PARTIES will agree how to commercialize such COMPOUNDS and how to share revenues from such commercialization. Any such agreement on particular COMPOUNDS will be recorded in writing, signed by all PARTIES, and will become an appendix to this AGREEMENT. In case of COMPOUNDS covered by RESEARCHERS’ PATENTS, RESEARCHERS shall be free to commercialize such COMPOUND or COMPOUNDS themselves or enter into an evaluation agreement or license or other agreement with respect thereto with any third party on such terms as they may determine in their sole discretion, subject, however, to SENETEK’s rights, if any, under the SENETEK PATENTS.
3.7 RESEARCHERS agree that they will not enter into any cooperative research and development agreement with any third party involving any chemical compounds other than COMPOUNDS for cosmeceutical or anti-aging dermatological uses without first offering to SENETEK the initial termopportunity to enter into such cooperative research and development agreement instead of such third party on the same terms as those proposed by or to such third party. SENETEK will exercise its right of first refusal within 4 weeks of receiving the proposed cooperative research and development agreement.
3.8 RESEARCHERS represent and warrant to SENETEK that their entering into and performing this AGREEMENT will not violate any agreement or obligation of either of the RESEARCHERS with or to any third party or give rise to any claim by any third party. The RESEARCHERS shall deliver to SENETEK, however together with the Tenant has the right to cancel the Agreement upon at least 30 calendar days' notice AGREEMENT signed on their behalf, letters signed by authorized representatives of Ministry of Science and Information (MNII) and any other legal entity with which any of RESEARCHERS are affiliated, waiving any claim against SENETEK related to the Landlord. Return subject matter of the Premises and the Deposit The Tenant must return the Premises (including all Landlord's items and equipment handed over) vacant, clean and in the same state as they were handed over (considering natural wear and tear) on the day of expiry of the Agreement for the latest. The Landlord will not reimburse the Tenant for any improvements and can instruct the Tenant to remove them without making any damage to the Premises. If the Tenant fails to return and/or properly vacate the Premises, the Tenant must cover all losses incurred by the Landlord and pay a double rental until the Premises are properly returned. The Landlord acquires the right to take over the Premises unilaterally (including opening of the doors, change of the locks, etcthis AGREEMENT.), and to mover any property left in the Premises for temporary storage upon at least 10 days' notice to the Tenant, to sell at auction organised at the Landlord's discretion. Any amounts received from auction will be used to cover all losses and expenses of the Landlord. Any amount of the Deposit remaining after all deductions made will be repaid to the Tenant within 20 working days from return of the Premises.
Appears in 1 contract
Samples: Cooperative Research and Development Agreement (Senetek PLC /Eng/)
Duties of the Parties. The Landlord undertakes an obligation to let 2.01 PFTC shall perform the Tenant use following services:
(a) Receive from the Premises Plans orders for the Rental purchase of Shares by the close of regular trading on the New York Stock Exchange (the "Close of Trading") each business day that the New York Stock Exchange is open for business ("Business Day"), transmit such orders to the Transfer Agent for acceptance on such Business Day and promptly deliver or instruct the Plans (or the Plans' Trustee(s) as the case may be) to deliver payment and appropriate documentation therefor to Transfer Agent for acceptance;
(b) Receive from the Plans by the close of Trading each Business Day redemption requests and redemption directions, transmit such requests and directions to the Transfer Agent and deliver appropriate documentation therefor to Transfer Agent, in each case for acceptance on such Business Day; and
(c) As instructed, maintain adequate records related to, and advise Transfer Agent as to, the foregoing. To the extent required under the 1940 Act and rules thereunder, PFTC agrees that such records maintained by it will be preserved, maintained and made available in accordance with the Agreementprovisions of the 1940 Act and rules thereunder, and copies or, if required, originals, will be surrendered promptly. The Tenant confirms that he is familiar with Subject to the Premises use rules (xxxxx://xxxxxxxxxxxxxxx.xx/en/contracts/ ) (they are considered to form a part foregoing, records surrendered hereunder shall be in machine readable or optical disk form. This provision shall survive the termination of this Agreement) .
2.02 PFTC shall maintain adequate offices, personnel and undertakes an obligation computer and other equipment to observe them strictlyperform the services contemplated by this Agreement. PFTC shall notify the Trust promptly in the event that it becomes unable for any reason to perform the services contemplated by, or any other of its obligations under, this Agreement.
2.03 The Tenant undertakes an obligation parties hereto shall take all steps necessary to make all payments ensure that the arrangements provided for in time and to follow the Landlord's instructions regarding Premises use. The Tenant may not modify the Premises and must use the Premises without causing any harm this Agreement are properly disclosed to the interests Plans.
2.04 In accordance with procedures established from time to time by agreement of the Landlord or third parties. The Tenant undertakes an obligation not parties hereto, the Trust shall instruct the Transfer Agent to keep any property furnish to PFTC, for each Fund, no later than 6:30 P.M. Eastern Time on each Business Day as appropriate:
(a) Net asset value information as of the total value Close of over EUR 1,000 Trading each Business Day when such information is used for crediting accounts; and
(b) Dividend and capital gains distribution information, as it arises, when such information is used for crediting accounts; and
(c) Daily accrual for interest rate factor (mil rate) information with respect to Funds which declare dividends daily, when such information is used for crediting accounts.
2.05 Orders derived from, and in the Premises. The Parties agree to proceed with the Agreement if the owner of the Premises changesamounts equal to, i.e. The Tenant waives the right to exercise the possibility stipulated in Paragraph 3, Article 6.494 of the Civil Code of the Republic of Lithuania to cancel the Agreement if the ownership of the Premises changes. If the Tenant delays payment for over 7 days, the Landlord has the right to restrict access into the Premises for the Tenant. Access into the Premises will be re-established once the Tenant covers all debts and pays the re-establishment fee of EUR 50. The Tenant confirms that he is familiar with the privacy policy applied to personal data processing (xxxxx://xxxxxxxxxxxxxxx.xx/en/contracts/ ). Expiry of the Agreement The Landlord has the right to cancel this Agreement, out of court, upon at least 2 working days' notice Instructions received by PFTC prior to the Tenant, because Close of the Tenant's fault, if the Tenant delays payments or breaches other obligations and fails to rectify breaches within the notice term. In such event the Deposit will Trading on any Business Day ("Day 1") shall be kept transmitted by the Landlord as minimum and uncontested losses of the Landlord, however the Landlord has the right to claim reimbursement of other losses not covered by the Deposit.Upon at least 7 calendar days' notice, the Landlord has the right to cancel the Agreement and/or transfer all or any rights or duties arising from the Agreement 9:30 a.m. (including the right to receive Rental and/or other payments) to third parties. If the Parties do not cancel the Agreement 1 month before its expiry date, the Agreement will be considered prolonged for the initial term, however the Tenant has the right to cancel the Agreement upon at least 30 calendar days' notice to the Landlord. Return of the Premises and the Deposit The Tenant must return the Premises (including all Landlord's items and equipment handed over) vacant, clean and in the same state as they were handed over (considering natural wear and tearEastern Time) on the day next Business Day. Such trades will be effected at the net asset value of expiry each Fund's shares calculated as of the Agreement for the latest. The Landlord will not reimburse the Tenant for any improvements and can instruct the Tenant to remove them without making any damage Close of Trading on Day 1 subject to the Premises. If terms of such Fund's prospectus.
2.06 PFTC agrees that all books, records, information and data pertaining to the Tenant fails to return and/or properly vacate the Premises, the Tenant must cover all losses incurred by the Landlord and pay a double rental until the Premises are properly returned. The Landlord acquires the right to take over the Premises unilaterally (including opening business of the doorsTransfer Agent which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential and shall not be voluntarily disclosed to any other person, change except as may be required by law.
2.07 PFTC shall maintain or provide for redundant facilities and shall maintain or provide for backup files of its records maintained hereunder and shall store such back-up files in a secure off-premises location, so that in the event of a power failure or other interruption of whatever cause at the location of its records such records are maintained intact and transactions can be processed at another location.
2.08 The parties hereto shall furnish to each other such information as may reasonably be requested (including, without limitation, periodic certifications confirming the provision of the locks, etc.services described herein), and will otherwise cooperate with each other (including without limitation any auditors designated by the Trust) in connection with reports to mover the Trust's Board of Trustees concerning this Agreement and the monies paid or payable pursuant hereto, as well as any property left other reports or filings that may be required by law.
2.09 The parties hereto shall comply with federal and state securities laws and regulations thereunder in connection with their responsibilities under this Agreement.
2.10 In accordance with the procedures established from time to time by agreement of the parties hereto, the Trust shall cause the Transfer Agent to promptly furnish to PFTC in the Premises frequency requested, for temporary storage upon at least 10 days' notice each Fund:
(a) copies of prospectuses, financial statements, reports or other materials relating to each Fund, and updates of such materials, in the quantity requested by PFTC as such updates become available; and
(b) performance data for each Fund, including without limitation total return and current yield information computed in accordance with applicable regulations and other performance information as PFTC may reasonably request.
2.11 Purchases and sales of the Funds are subject to the Tenantterms of the Funds' prospectuses.
2.12 The Trust hereby authorizes PFTC, for purposes of subsection 2.10 concerning the transmission of performance data, to sell at auction organised at utilize Lipper Analytical Services in reporting the Landlord's discretion. Any amounts received from auction will be used to cover all losses and expenses performance of the Landlord. Any amount of the Deposit remaining after all deductions made will be repaid to the Tenant within 20 working days from return of the PremisesFund(s).
Appears in 1 contract
Samples: Agency Agreement (Pegasus Funds)
Duties of the Parties. The Landlord undertakes an obligation to let the Tenant use the Premises for the Rental and in accordance with the Agreement. The Tenant confirms that he is familiar with the Premises use rules (xxxxx://xxxxxxxxxxxxxxx.xx/en/contracts/ xxxxx://xxxxxxxxxxxxxxx.xx/en/LS-contracts/ ) (they are considered to form a part of this Agreement) and undertakes an obligation to observe them strictly. The Tenant undertakes an obligation to make all payments in time and to follow the Landlord's instructions regarding Premises use. The Tenant may not modify the Premises and must use the Premises without causing any harm to the interests of the Landlord or third parties. The Tenant undertakes an obligation not to keep any property of the total value of over EUR 1,000 in the Premises. The Parties agree to proceed with the Agreement if the owner of the Premises changes, i.e. The Tenant waives the right to exercise the possibility stipulated in Paragraph 3, Article 6.494 of the Civil Code of the Republic of Lithuania to cancel the Agreement if the ownership of the Premises changes. If the Tenant delays payment for over 7 days, the Landlord has the right to restrict access into the Premises for the Tenant. Access into the Premises will be re-established once the Tenant covers all debts and pays the re-establishment fee of EUR 50. The Tenant confirms that he is familiar with the privacy policy applied to personal data processing (xxxxx://xxxxxxxxxxxxxxx.xx/en/contracts/ xxxxx://xxxxxxxxxxxxxxx.xx/en/LS-contracts/ ). Expiry of the Agreement The Landlord has the right to cancel this Agreement, out of court, upon at least 2 working days' notice to the Tenant, because of the Tenant's fault, if the Tenant delays payments or breaches other obligations and fails to rectify breaches within the notice term. In such event the Deposit will be kept by the Landlord as minimum and uncontested losses of the Landlord, however the Landlord has the right to claim reimbursement of other losses not covered by the Deposit.Upon at least 7 calendar days' notice, the Landlord has the right to cancel the Agreement and/or transfer all or any rights or duties arising from the Agreement (including the right to receive Rental and/or other payments) to third parties. If the Parties do not cancel the Agreement 1 month before its expiry date, the Agreement will be considered prolonged for the initial term, however the Tenant has the right to cancel the Agreement upon at least 30 calendar days' notice to the Landlord. Return of the Premises and the Deposit The Tenant must return the Premises (including all Landlord's items and equipment handed over) vacant, clean and in the same state as they were handed over (considering natural wear and tear) on the day of expiry of the Agreement for the latest. The Landlord will not reimburse the Tenant for any improvements and can instruct the Tenant to remove them without making any damage to the Premises. If the Tenant fails to return and/or properly vacate the Premises, the Tenant must cover all losses incurred by the Landlord and pay a double rental until the Premises are properly returned. The Landlord acquires the right to take over the Premises unilaterally (including opening of the doors, change of the locks, etc.), and to mover any property left in the Premises for temporary storage upon at least 10 days' notice to the Tenant, to sell at auction organised at the Landlord's discretion. Any amounts received from auction will be used to cover all losses and expenses of the Landlord. Any amount of the Deposit remaining after all deductions made will be repaid to the Tenant within 20 working days from return of the Premises.
Appears in 1 contract
Samples: Lease Agreement