General Partnering Agreement Obligations Sample Clauses

General Partnering Agreement Obligations. 9.1.1. Subject to this Section 9, a Party shall have the right to enter into a Partnering Agreement provided that: (a) such Party (each, a “Sublicensing Party”) provides the other Party with prompt written notice of the execution of the Partnering Agreement, (b) the Partnering Agreement is consistent with, and fully implements the relevant provisions of, this Agreement and each Party’s rights under this Agreement and (c) each Sublicensee is obligated to fulfill the applicable obligations of the Sublicensing Party set forth in this Agreement. Portions of the exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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General Partnering Agreement Obligations. 9.1.1 Subject to this Section 9, a Party shall have the right to enter into a Partnering Agreement provided that: (a) such Party (each, a “Sublicensing Party”) provides the other Party with prompt written notice of the execution of the Partnering Agreement, (b) the Partnering Agreement is consistent with, and fully implements the relevant provisions of, this Agreement and each Party’s rights under this Agreement and (c) each Sublicensee is obligated to fulfill the applicable obligations of the Sublicensing Party set forth in this Agreement. Each Partnering Agreement shall preserve the original licensing Party’s (“Licensor”) rights and interests in such Party’s intellectual property as set forth in this Agreement, by including, without limitation, provisions for the benefit of the Licensor substantially similar in language and scope to, as applicable, the license provisions set forth in Section 2, the ownership provisions in Section 11, the confidentiality provisions set forth in Section 12, and the publication provisions set forth in Section 13. The Sublicensing Party shall, subject to Section 9.2.2 and Section 9.3.2 below (Full Sublicense Agreement), remain liable to the other Party for any act or omission of its Sublicensee (including the payment of milestone and royalties). For avoidance of doubt, the Partnering Agreement shall prohibit the applicable Sublicensee from taking any action that the Sublicensing Party is not permitted to take under this Agreement, including, conducting a Clinical Study with respect to a CoDev Product without first complying with Section 4.4.3.6. Notwithstanding the foregoing but subject to Section 9.2.2 and Section 9.3.2 below, no Sublicensee shall have participation or voting rights with respect to any Committee. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
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Related to General Partnering Agreement Obligations

  • Independent Obligations The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Issuer with respect to the Capital Securities and that the Guarantor shall be liable as principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this Guarantee notwithstanding the occurrence of any event referred to in subsections (a) through (g), inclusive, of Section 4.3 hereof.

  • Client Obligations 3.1 The Client shall:

  • Independent Obligation The obligations of each Guarantor hereunder are independent of the obligations of any other Guarantor or the Borrower, and a separate action or actions may be brought and prosecuted against each Guarantor whether or not action is brought against any other Guarantor or the Borrower and whether or not any other Guarantor or the Borrower is joined in any such action or actions.

  • Joint Obligations A. The University and the student share the responsibility for ensuring the quality of life within the residence halls, their maintenance, furnishings and facilities, and for a physical environment secure from fire and other hazards. The University will work with students to promote effective security of persons and property in the residence halls.

  • Valid Obligations The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary corporate action and each represents a legal, valid and binding obligation of Borrower and is fully enforceable according to its terms, except as limited by laws relating to the enforcement of creditors' rights.

  • The Companys Payment Obligation The Company’s obligation to make the payments and the arrangements provided for herein will be absolute and unconditional, and will not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right which the Company may have against the Executive or anyone else. All amounts payable by the Company hereunder will be paid without notice or demand. Each and every payment made hereunder by the Company will be final, and the Company will not seek to recover all or any part of such payment from the Executive or from whomsoever may be entitled thereto, for any reasons whatsoever. The Executive will not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment will in no event effect any reduction of the Company’s obligations to make the payments and arrangements required to be made under this Agreement, except to the extent provided in Sections 3.3(e) and (f) herein. Notwithstanding anything in this Agreement to the contrary, if Severance Benefits are paid under this Agreement, no severance benefits under any program of the Company, other than benefits described in this Agreement, will be paid to the Executive.

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