Execution and Performance. Employee agrees and understands that this Agreement is being executed, in whole or in part, in Xxxxxxxxxx Parish, Louisiana. Additionally, performance of this Agreement is to be rendered, in whole or in part, in Xxxxxxxxxx Parish, Louisiana. Employee further understands and acknowledges that the employment relationship between Employee and the Company is principally centered and based in Xxxxxxxxxx Parish, Louisiana.
Execution and Performance. The Development Program shall allocate among the Parties responsibility for each of the activities described therein. The Parties shall use commercially reasonable and diligent efforts to conduct the activities described in the Development Plan. The Development Plan shall be supervised by the Program Management Team. The Program Management Team will coordinate preclinical and clinical testing of the Collaboration Products and work with designated individuals at Dyax and Genzyme in the preparation of Regulatory Approval filings for the Collaboration Products.
Execution and Performance. The Director represents to the Company that the Director’s execution and performance of this Agreement shall not be in violation of any agreement or obligation (whether or not written) that the Director may have with or to any person or entity, including without limitation, any prior or current employer. The Director hereby acknowledges and agrees that this Agreement (and any other agreement or obligation referred to herein) shall be an obligation solely of the Company, and the Director shall have no recourse whatsoever against any stockholder of the Company or any of their respective affiliates with regard to this Agreement.
Execution and Performance. Such Party’s execution and performance of this Agreement and the transactions contemplated hereby do not constitute a breach of any term or provision of, or a default under, (i) any contract or agreement to which it or any of its Affiliates is a party or by which it or any of its Affiliates or its or their property is bound, (ii) its organizational laws or documents, or (iii) any Applicable Law. To the knowledge of each Party, there are no commitments to third parties that may impair or otherwise adversely affect the performance of such Party under this Agreement, or the construction, installation or function of a System on the Property.
Execution and Performance. The Corporation will duly execute and deliver this Agreement, the Subscription Agreements, the Subscription Agreements, the Subscription Receipt Agreement and the Warrant Indenture at the Closing Time, and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation.
Execution and Performance. Such Party’s execution and performance of this Cell Owner Agreement and the transactions contemplated hereby do not constitute a breach of any term or provision of, or a default under, (i) any contract or agreement to which it or any of its Affiliates is a party or by which it or any of its Affiliates or its or their property is bound, (ii) its governance and/or constitutional documents or (iii) any Legal Requirements;
Execution and Performance. The Development Plan for each Project shall allocate between the Parties responsibility for each of the activities described therein. Each Party may subcontract portions of the activities allocated to it under a Development Plan to a Permitted Subcontractor, provided that (i) the subcontracting Party shall be responsible for the performance of its Permitted Subcontractors, and (ii) the subcontracting Party shall use reasonable efforts to have all Inventions discovered, made or conceived by each Permitted Subcontractor in the course of the performance of such activities assigned to the subcontracting Party in a manner consistent with Section 6.1 below and licensed to the other Party pursuant to Article II above. The Parties shall use, and shall cause their Permitted Subcontractors to use, Commercially Reasonable Efforts to conduct the activities described in each Development Plan and in so doing shall prepare and maintain proper records, including laboratory notebooks prepared and maintained in accordance with commercial scientific practice, detailing such activities. The Parties acknowledge and agree that each Development Plan shall presumptively allocate primary responsibility for (x) Antibody discovery, Antibody engineering, preclinical development and IND preparation to Agenus, (y) Clinical Trials, Medical Affairs Activities and Commercialization to Incyte, and (z) Manufacturing, including vendor selection and oversight, to Agenus unless and until the JSC determines, acting in good faith, that such allocation of responsibility would have a material adverse effect on the applicable Project. Notwithstanding the foregoing allocations of responsibility: (A) the Project Management Team will coordinate and supervise activities under each Development Plan, including ensuring that each Party is optimizing its allocation of resources in order to achieve success in the areas in which it is allocated primary responsibility and (B) all INDs shall be submitted by Incyte (or by Agenus on behalf of Incyte) unless the JSC allocates such responsibility to Agenus.
Execution and Performance. The Loan Documents have been duly authorized by all necessary action, duly executed and delivered, and constitute the valid and legally binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms. Borrower has and will continue to have during the Loan Term all requisite power and authority to perform its obligations under the Loan Documents.
Execution and Performance. Neither the execution, delivery nor performance by Franchisee of this Agreement or any other agreements contemplated hereby will conflict with, or result in a breach of any term or provision of Franchisee's charter by-laws, articles of organization, or partnership agreement and/or other governing documents and any amendments thereto, any indenture, mortgage, deed of trust or other material contract or agreement to which Franchisee is a party or by which it or any of its assets are bound, or breach any order, writ, injunction or decree of any court, administrative agency or governmental body.
Execution and Performance. Genzyme shall be primarily responsible for the implementation of each Commercialization Plan, including without limitation setting all terms of sale, including establishing pricing policies, credit terms and cash discounts and allowances, formulating marketing plans, selecting trademarks, providing patient information, providing customer support services, providing reimbursement counselling services and sales force training; provided that Genzyme's execution and performance in respect of its marketing and sale of Collaboration Products shall be consistent with the strategy, policies and procedures established by each Commercialization Plan. Genzyme shall act as an agent of Diacrin/Genzyme LLC in connection with the sale of Collaboration Products and all revenues from such sales shall be booked by Diacrin/Genzyme LLC. Genzyme shall use commercially reasonable and diligent efforts to conduct the activities described in each Commercialization Plan. Diacrin shall use commercially reasonable and diligent efforts to perform any activities allocated to it under a Commercialization Plan and to provide such additional marketing support services as Genzyme may from time to time reasonably request. In addition to such activities and services, Genzyme shall provide Diacrin with access to market information and direct contact with physicians and patients for purposes other than making sales or
