INTERACTIONS OF THE JDC AND AXYS Sample Clauses

INTERACTIONS OF THE JDC AND AXYS. The Parties anticipate that Axys, as the Party performing on a day-to-day basis the development activities and the Regulatory Approval activities and planning and implementing on a day-to-day basis the commercialization activities, will possess substantially all of the knowledge, information and documentation pertaining to its development, Regulatory Approval and commercialization plans, activities and results. The Parties acknowledge that they do not intend that the JDC micro-manage the development or Regulatory Approval activities of Axys with respect to Collaboration Compounds and Back-Up Compounds. The Parties also recognize that Axys' development, Regulatory Approval and (to the extent relevant) commercialization plans for Collaboration Compounds and Back-Up Compounds will change, will be defined and refined and will evolve from quarter-to-quarter. As part of the interaction process with the JDC, Axys will update the JDC at the quarterly JDC meetings, or more often as required, on important development plans, Regulatory Approval and (to the extent relevant to the development process) commercialization plans, activities and results. In addition, Axys will (where practicable) include Signal's JDC personnel in its significant internal discussions of important development plans and Regulatory Approval and (to the extent relevant to the development process) commercialization issues. Axys' Chief Medical Officer will also make himself reasonably available to meet with Signal's Chief Medical Officer or appropriate designee at mutually convenient times to discuss Axys' development, Regulatory Approval and (to the extent relevant to the development process) commercialization plans, activities and results. In its updates, reports and plans, Axys will provide the JDC to the extent practicable with information comparable to that relied on by Axys for its own internal decision-making and all such updates, reports and plans will be in such form and will contain such detail as the JDC may reasonably require in order to fulfill its purposes.
Sample 1
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Related to INTERACTIONS OF THE JDC AND AXYS

  • Actions of the Parties Notwithstanding anything to the contrary in the Initial Agreement, the Parties will act in accordance with the following provisions, which provisions will be deemed to supplement and amend the Initial Agreement.

  • Representations of the Parties Each party hereto hereby further represents and warrants to the other that: (i) it is registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed; and (ii) it will use its reasonable best efforts to maintain each such registration or license in effect at all times during the term of this Agreement; and (iii) it will promptly notify the other if it ceases to be so registered, if its registration is suspended for any reason, or if it is notified by any regulatory organization or court of competent jurisdiction that it should show cause why its registration should not be suspended or terminated; and (iv) it is duly authorized to enter into this Agreement and to perform its obligations hereunder. The Sub-Adviser further represents that it has adopted a written Code of Ethics in compliance with Rule 17j-1(b) of the ICA. The Sub-Adviser shall be subject to such Code of Ethics and shall not be subject to any other Code of Ethics, including the Investment Manager's Code of Ethics, unless specifically adopted by the Sub-Adviser. The Investment Manager further represents and warrants to the Sub-Adviser that (i) the appointment of the Sub-Adviser by the Investment Manager has been duly authorized and (ii) it has acted and will continue to act in connection with the transactions contemplated hereby, and the transactions contemplated hereby are, in conformity with the ICA, the Company's governing documents and other applicable law.

  • OTHER INVESTMENT ACTIVITIES OF THE SUB-ADVISER The Fund acknowledges that the Sub-Adviser or one or more of its affiliated persons may have investment responsibilities or render investment advice to or perform other investment advisory services for other individuals or entities and that the Sub-Adviser, its affiliated persons or any of its or their directors, officers, agents or employees may buy, sell or trade in any securities for its or their own respective accounts ("Affiliated Accounts"). Subject to the provisions of Section 7(b) hereof, the Fund agrees that the Sub-Adviser or its affiliated persons may give advice or exercise investment responsibility and take such other action with respect to other Affiliated Accounts which may differ from the advice given or the timing or nature of action taken with respect to the Series Account, provided that the Sub-Adviser acts in good faith, and provided further, that it is the Sub-Adviser's policy to allocate, within its reasonable discretion, investment opportunities to the Series Account over a period of time on a fair and equitable basis relative to the Affiliated Accounts, taking into account the investment objective and policies of the Series and any specific investment restrictions applicable thereto. The Fund acknowledges that one or more of the Affiliated Accounts may at any time hold, acquire, increase, decrease, dispose of or otherwise deal with positions in investments in which the Series Account may have an interest from time to time, whether in transactions which involve the Series Account or otherwise. The Sub-Adviser shall have no obligation to acquire for the Series Account a position in any investment which any Affiliated Account may acquire, and the Fund shall have no first refusal, co-investment or other rights in respect of any such investment, either for the Series Account or otherwise.

  • Operations of the Company Except as set forth on Schedule 3.26, since the Balance Sheet Date the Company has not:

  • Instructions of the Company The Company shall have the right, by one or more instruments in writing executed and delivered to the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, to direct the time, method and place of conducting any proceeding for the realization of any right or remedy available to the Collateral Agent, or of exercising any power conferred on the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, or to direct the taking or refraining from taking of any action authorized by this Agreement; provided, however, that (i) such direction shall not conflict with the provisions of any law or of this Agreement and (ii) the Collateral Agent, the Custodial Agent and the Securities Intermediary shall be adequately indemnified as provided herein. Nothing in this Section 8.2 shall impair the right of the Collateral Agent in its discretion to take any action or omit to take any action which it deems proper and which is not inconsistent with such direction.

  • Representations of the Corporation The Corporation represents and warrants as follows:

  • Actions of the Bank The Bank shall follow Instructions received regarding assets held in the Accounts. However, until it receives Instructions to the contrary, the Bank will:

  • REPRESENTATIONS OF THE ADVISOR (a) The Advisor shall use its best judgment and efforts in rendering the advice and services to the Fund as contemplated by this Agreement.

  • Representations of the Adviser The Adviser represents, warrants and agrees that:

  • Representations of the Fund The Trust, on behalf of the Fund, represents and warrants that:

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