No Collaboration Election Because ZGEN Does Not Wish to Perform Research Sample Clauses

No Collaboration Election Because ZGEN Does Not Wish to Perform Research. (a) If Merck Serono (but not ZGEN) wishes to perform research relating to a Gene for which a Medical Hypothesis is approved to support the designation of a related Lead or Target, it may do so at its sole cost and expense during the Research Term. Merck Serono shall submit to ZGEN a written status report on a semi-annual basis during the Research Term. A status report shall cover the then-current status, the results achieved, the problems encountered and other pertinent material information relating to the designation of a Lead or Target related to the Gene. Merck Serono shall [ * ] to gather information relating to the Gene in order to support the designation of a related Lead or Target, [ * ]. During the Research Term, ZGEN will provide to Merck Serono full and prompt disclosure of any new ZGEN Enabling Technology described in paragraph 63(a)(i) or to be transferred pursuant to paragraph 63(a)(iii) of Exhibit A, including any invention disclosures submitted to its patent department which disclose such new ZGEN Enabling Technology. (b) If ZGEN does not wish to perform collaborative research relating to a Gene for which a Medical Hypothesis is approved to support the designation of a related Lead or Target, it shall have no Option Rights with respect to such Gene. In addition, were Merck Serono to exercise its Option Rights with respect to such Gene and the related Lead or Target, the resulting Exclusive License Agreement would be in the form set forth on Exhibit H (Scenario B). (c) Merck Serono may terminate research relating to a Gene for which it performs research without ZGEN under Subsection (a) at any time before a Lead or Target related to the Gene is designated by giving ZGEN written notice, which shall be effective immediately upon receipt by ZGEN. On the effective date of Merck Serono’s termination of research with respect to such Gene, the parties shall have the Wind Down Rights and Obligations with respect to such Gene. (d) If ZGEN believes that Merck Serono has failed [ * ] with respect to the performance of research relating to a Gene as required by Subsection (a), ZGEN shall deliver a written notice to Merck Serono stating that Merck Serono has failed [ * ] and ZGEN’s reasons for such belief. Unless Merck Serono earlier provides written notice disputing ZGEN’s assertion, effective [ * ] following Merck Serono’s receipt of ZGEN’s notice, the parties shall have the Wind Down Rights and Obligations with respect to such Gene. If Merck Serono tim...
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Related to No Collaboration Election Because ZGEN Does Not Wish to Perform Research

  • Services to Other Clients; Certain Affiliated Activities (a) The relationship between the Asset Manager and the Series is as described in this Agreement and nothing in this Agreement, none of the services to be provided pursuant to this Agreement, nor any other matter, shall oblige the Asset Manager to accept responsibilities that are more extensive than those set forth in this Agreement. (b) The Asset Manager’s services to the Series are not exclusive. The Asset Manager may engage in other activities on behalf of itself, any other Managing Party and other clients (which, for the avoidance of doubt, may include other series of the Company). The Series acknowledges and agrees that the Asset Manager may, without prior notice to the Series, give advice to such other clients. The Asset Manager shall not be liable to account to the Series for any profits, commission or remuneration made or received in respect of transactions effected pursuant to the Asset Manager’s advice to another client and nor will the Asset Manager’s fees be abated as a result.

  • DEVELOPMENT OR ASSISTANCE IN DEVELOPMENT OF SPECIFICATIONS REQUIREMENTS/ STATEMENTS OF WORK

  • License Termination Customer may terminate the license for an ICA Program at any time on one month's written notice to IBM. For ICA Program licenses that Customer acquired for a one-time charge, replacement licenses may be acquired for an upgrade charge, if available. When Customer obtains licenses for these replacement ICA Programs, Customer agrees to terminate the license of the replaced ICA Programs when charges become due, unless IBM specifies otherwise. IBM may terminate Customer’s license if Customer fails to comply with the license terms. If IBM does so, Customer’s authorization to use the ICA Program is also terminated.

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  • NO EXPECTATION OF CONTINUED EMPLOYMENT BEYOND TERM OF CONTRACT Neither this contract nor any Board Policy, rule or evaluation procedure shall confer upon the Employee continued employment beyond the term provided in this contract.

  • SALARY DETERMINATION FOR EMPLOYEES IN ADULT EDUCATION [Not applicable in School District No. 62 (Sooke)]

  • Reporting Total Compensation of Recipient Executives 1. Applicability and what to report. You must report total compensation for each of your five most highly compensated executives for the preceding completed fiscal year, if— i. the total Federal funding authorized to date under this award is $25,000 or more; ii. in the preceding fiscal year, you received— (a) 80 percent or more of your annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and (b) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and iii. The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at xxxx://xxx.xxx.xxx/answers/execomp.htm.) 2. Where and when to report. You must report executive total compensation described in paragraph A.1. of this award term: i. As part of your registration profile at xxxxx://xxx.xxx.gov. ii. By the end of the month following the month in which this award is made, and annually thereafter.

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  • Exclusivity of Services The Subadviser shall devote its best efforts and such time as it deems necessary to provide prompt and expert service to Client and the Fund. The services of Subadviser to be provided hereunder are not to be deemed exclusive and Subadviser shall be free to provide similar services for its own account and the accounts of other persons and to receive compensation for such services. Client acknowledges that Subadviser and its Affiliates and Subadviser's other clients may at any time, have, acquire, increase, decrease or dispose of positions in the same investments which are at the same time being held, acquired for or disposed of under this Agreement for the Fund. Subadviser shall have no obligation to acquire or dispose of a position in any investment pursuant to this Agreement simply because Subadviser, its directors, members, Affiliates or employees invest in such a position for its or their own accounts or for the account of another client.

  • Unbundled Network Terminating Wire (UNTW) 2.8.3.1 UNTW is unshielded twisted copper wiring that is used to extend circuits from an intra-building network cable terminal or from a building entrance terminal to an individual End User’s point of demarcation. It is the final portion of the Loop that in multi-subscriber configurations represents the point at which the network branches out to serve individual subscribers. 2.8.3.2 This element will be provided in MDUs and/or Multi-Tenants Units (MTUs) where either Party owns wiring all the way to the End User’s premises. Neither Party will provide this element in locations where the property owner provides its own wiring to the End User’s premises, where a third party owns the wiring to the End User’s premises.

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