Licensor's Additional Development Obligations Sample Clauses

Licensor's Additional Development Obligations. In addition to Licensor's obligations under Section 2.6(f), the JMC will assign to Licensor the responsibility to conduct, on SPL's behalf and at SPL's expense, certain of the research and development activities, including clinical studies involving Licensed Product, for which SPL is responsible under Section 2.6(c). The nature and extent of the research and development activities to be conducted by Licensor is generally set forth in Schedule 2.6(h). The JMC shall determine the specific aspects of such activities, including the timing and costs of the work to be performed by Licensor. Licensor agrees to use good faith reasonable efforts to complete such activities in the manner determined by the JMC, and shall have the right to utilize contract research organizations and other third party contractors in the performance of such activities, provided that Licensor shall remain responsible for the performance of all such contractors. To the extent that Licensor utilizes third party contractors to perform such activities, Licensor shall enter into suitable agreements with
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Licensor's Additional Development Obligations. In addition to Licensor's obligations under Section 2.6(f), the JMC will assign to Licensor the responsibility to conduct, on Schering's behalf and at Schering's expense, certain of the research and development activities, including clinical studies involving Licensed Product, for which Schering is responsible under Section 2.6(c). The nature and extent of the research and development activities to be conducted by Licensor is generally set forth in Schedule 2.6(h). The JMC shall determine the specific aspects of such activities, including the timing and costs of the work to be performed by Licensor. Licensor agrees to use good faith reasonable efforts to complete such activities in the manner determined by the JMC, and shall have the right to utilize contract research organizations and other third party contractors in the performance of such activities, provided that Licensor shall remain responsible for the performance of all such contractors. To the extent that Licensor utilizes third party contractors to perform such activities, Licensor shall enter into suitable agreements with such contractors, which agreements shall incorporate provisions consistent with the terms and conditions of this Agreement, including, without limitation, provisions governing confidentiality, ownership of data, inventions and other intellectual property arising from such activities, financial obligations and termination rights. Licensor shall keep the JMC informed with regard to such third party contracts and shall provide Schering with a copy of all such agreements. Any research and development activities conducted by Licensor or its contractors pursuant to this Section 2.6(h) shall be performed in accordance with good laboratory practices and good clinical practices, and in compliance with all applicable laws, rules and regulations in the U.S. and the EU, and shall meet current regulatory standards. Schering shall promptly notify Licensor in the event that Schering reasonably determines that all or any part of the work performed by Licensor and/or its contractors under this Section 2.6(h) fails to meet such standards. If Licensor reasonably disagrees with such determination, the parties shall refer the matter to an independent expert (selected by mutual agreement of the parties) to determine whether or not the study must be repeated to support Regulatory Approval for Licensed Product. In the event that Licensor and/or the independent expert agrees with Schering's determinatio...
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Related to Licensor's Additional Development Obligations

  • Development Obligations You agree to do each of the following:

  • Client Obligations The Client shall supply and deliver to the Consultant all documentation and information relating to the Client and the Client’s business as may be reasonably requested by the Consultant in connection with the performance of the Services by the Consultant. Such information and documentation shall, to the best of the Client’s knowledge, be accurate and complete in all material respects at the time furnished. The Client will promptly notify the Consultant if it learns of any material misstatement in, or material omission from, any information previously delivered to Consultant. The Consultant may rely, without independent verification, on the accuracy and completeness of all information furnished by the Client. The Client understands that the Consultant shall not be liable for independently verifying the accuracy of such information and shall not be liable for any inaccuracies therein.

  • Reimbursement Obligations Absolute The obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respect, or any guarantee of any of such reimbursement obligations or any security therefor shall be released, substituted or exchanged in whole or in part or otherwise dealt with, (vi) any lien or security interest granted to, or in favor of, the LC Issuer as security for any of such reimbursement obligations shall fail to be perfected, (vii) the occurrence of any Default, (viii) the existence of any proceedings of the type described in Section 6.01(g) or (h) with respect to any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, or (x) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.02, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer nor any of its Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond their control; provided that the foregoing shall not be construed to excuse the LC Issuer from liability to any Obligor to the extent of any direct damages (as opposed to consequential, special, indirect and punitive damages, claims in respect of which are hereby waived by the Obligors to the extent permitted by applicable law) suffered by such Obligor that are caused by (x) the gross negligence or willful misconduct of the LC Issuer, as the case may be, or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdiction. The parties hereto expressly agree that:

  • 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.

  • Payment of Reimbursement Obligations (a) The Borrower agrees to pay to the Administrative Agent for the account of the Issuing Bank the amount of all Advances for Reimbursement Obligations, interest and other amounts payable to the Issuing Bank under or in connection with any Facility Letter of Credit when due, irrespective of any claim, set-off, defense or other right which the Borrower may have at any time against any Issuing Bank or any other Person, under all circumstances, including without limitation any of the following circumstances:

  • Nature of Reimbursement Obligations The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for:

  • Nature of Participation and Reimbursement Obligations Each Lender’s obligation in accordance with this Agreement to make the Revolving Advances or Participation Advances as a result of a drawing under a Letter of Credit, and the obligations of Borrowers to reimburse Agent upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.16 under all circumstances, including the following circumstances:

  • Joint Obligations The following shall apply with equal force to Seller and Buyer:

  • ADDITIONAL PAYMENT OBLIGATIONS 15. Tax gross-up and indemnities

  • Payment Obligations Absolute The Company’s obligation during and after the Employment Period to pay the Executive the amounts and to make the benefit and other arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any setoff, counterclaim, recoupment, defense or other right which the Company may have against him or anyone else. Except as provided in Section 15, all amounts payable by the Company hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Company shall 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 reason whatsoever.

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