Overall Structure Sample Clauses

Overall Structure. Schools: Schools will be community hubs, with site-based Community Councils and Educator Leader Teams. Schools will have a greater say over educational decisions. • WLC: A focused team and community-based governing body, solely focused on supporting city schools, coordinating partnerships, and fostering cross-district collaboration and success. • Districts: Districts retain ultimate authority for WLC schools, but delegate day-to-day educational functions as specified in this agreement to the WLC, while holding the WLC accountable for progress. • Accountability: In return for delegating responsibilities specified in this agreement to the WLC, each district will hold the WLC accountable for meeting goals set by the parties, as laid out in section 10.2. The WLC is accountable to the districts for supporting schools and helping them to meet the agreed upon goals.

Overall Structure. As an essential part of the overall collaboration between Otsuka and Acucela, with the goal of completing the Development of a Collaboration Product and making it available to customers in the Shared Territory, in particular, in the United States, at the earliest appropriate time, the Parties agree to the following terms with respect to the Commercialization of the Collaboration Products in the Shared Territory: (a) Otsuka or its Affiliates will be the holder of the Regulatory Approval in the Shared Territory; (b) Unless otherwise decided by the JCC, the Collaboration Product Marks will be the same throughout the Shared Territory for each distinct Collaboration Product, except that country-specific Internet domain names may be used in each country in the Shared Territory; and Otsuka shall own all right, title and interest in the Collaboration Product Marks; (c) Otsuka shall use Commercially Reasonable Efforts to Commercialize Collaboration Products throughout the Shared Territory, subject to Section 1.73.1; (d) To the extent legally permissible, Acucela retains the option, for itself and its Affiliates, to Co-Promote Collaboration Products in the Shared Territory. The Parties acknowledge that as of the Effective Date it would be legally permissible for Acucela and its Affiliates to Co-Promote Collaboration Products in each country in the Shared Territory, assuming Regulatory Approval for such Collaboration Products had been obtained by the Parties in such country. (e) If Acucela elects to participate in Co-Promotion, the Net Profits (Losses) with respect to Net Sales of Collaboration Products in the Field in the relevant country of the Shared Territory in respect of which Acucela has elected to participate in Co-Promotion shall be shared between the Parties pursuant to Section 6.5.1 in accordance with Acucela’s Specified Percentage. If Acucela does not elect to participate in Co-Promotion in any country or countries in the Shared Territory pursuant to Section 4.1.2(c), Acucela shall only be entitled to receive the Royalty for the Shared Territory for the country or countries in which Acucela does not elect to Co-Promote in the Shared Territory pursuant to Section 6.3.2; and (f) all sales of Collaboration Products in the Shared Territory, whether arising from the activities of Otsuka’s (or its Affiliates’) sales forces or Acucela’s (or its Affiliates’) sales forces, shall be booked in the name of Otsuka or its Affiliate(s) (as Otsuka may choose), and title ...

Overall Structure. This letter of agreement establishes a joint marketing agreement to cooperatively distribute continuing medical education (CME) for physicians.

Overall Structure. Schools: Schools will be community hubs, with site-based Community Councils and Educator Leader Teams. Schools will have a greater say over educational decisions. WLC: A focused team and community-based governing body, solely focused on supporting city schools, coordinating partnerships, and fostering cross-district collaboration and success.

Overall Structure. (a) A new City-controlled, not-for-profit, the Brooklyn Bridge Park Operating Entity (BBPOE), will be formed. (b) The Brooklyn Bridge Park Development Corporation (BBPDC) will remain in place (i) as necessary to ensure the continuance of BBPDC, and to discharge its statutory obligations with respect to, and compliance with, the Brooklyn Bridge Park Civic and Land Use Improvement Project Modified General Project Plan adopted by BBPDC on December 18, 2006 (GPP) (including the maintenance of the override) and (ii) as necessary for compliance with condominium and related PILOT legislation. (c) BBPDC will designate BBPOE (or a City designee) as developer of the park and the development parcels. If necessary, BBPDC and ESDC will seek modification of the GPP to effectuate such designation. It is contemplated that the following transactions will occur: i. the execution and delivery of 99-year ground leases of the park parcels to BBPOE (it being understood that those park parcels that are City owned shall be first ground leased for 99 years to BBPDC and then sub-ground leased for 99 years to BBPOE); ii. the City’s grant of a 99-year ground lease(s) (or, at the City’s option, the City’s transfer of the fee) to BBPDC for the upland of Pier 6 development parcels and a (sub)ground lease(s) of such parcels for 99 years to the City (or a City designee); iii. BBPOE’s acquisition of fee title to the Xxxx Street site, and BBPOE’s grant of a 99- year ground lease (or, at the City’s option, BBPOE’s transfer of the fee) to BBPDC, and a subsequent 99-year (sub)ground lease of such site for 99 years back to BBPOE (or a City designee); iv. the execution and delivery of an assignment to BBPOE of BBPDC’s rights and interests (A) as Landlord and (B) under any other agreements, with respect to 360 Xxxxxx Street, (or, at the City’s option, such other agreements that will transfer revenue and operating control to BBPOE); and v. the execution and delivery of 99-year ground leases by BBPDC of all remaining development parcels to BBPOE. The City and/or BBPOE (or a City designee) will be the entity to select developers and further transfer or dispose of the development parcels to its designees, as well as enter into leases and other appropriate agreements, and to control all revenue and all development and operational decisions regarding the park and development parcels. (d) BBPDC and ESDC will promptly seek all necessary board approvals, and upon receipt thereof, promptly seek any approva...

Overall Structure. As an essential part of the overall collaboration between Otsuka and BMS - with the goal of completing the development of Product and making it available to customers throughout the Territory at the earliest appropriate time - the parties have agreed to the * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION following terms with respect to Commercializing Product in the United States and the European Union: (a) Otsuka or its Affiliates will be the holder of the Product NDA in the United States and the MA in the European Union. BMS (as contract service provider to Otsuka) shall bear, at its sole expense, all fees and expenses related to filing for, obtaining and maintaining the NDA and the MA; (b) the MA shall be obtained through the centralized procedure covering all of the European Union member states, Norway and Iceland; a separate MA shall be obtained in Switzerland; (c) to the extent commercially feasible, there will be one Trademark used throughout the United States and the European Union for Product; Otsuka shall own the Trademark(s); (d) recognizing the breadth and depth of BMS’ s Commercialization experience in the United States and the European Union, and the importance of such experience to maximizing Product market potential, Otsuka retains BMS under this Agreement to provide a wide range of Product-related services for Otsuka in those markets, including, at BMS’s sole cost and expense, all services (including, e.g., all advertising and promotion expenses) required for the Commercialization of Product except those specifically undertaken by Otsuka in this Agreement; (e) BMS shall diligently Commercialize Product throughout the United States and the European Union; (f) Otsuka retains the option, for itself and its Affiliates, to Co Promote Product in the Co-Promotion Countries; (g) all sales of Product in the United States and the European Union, whether arising from the activities of BMS’s (or its Affiliates’) sales forces or Otsuka’s (or its Affiliates’) sales forces, shall be booked in the name of Otsuka or its Affiliate(s) (as Otsuka may choose), and title to all units of Product shall remain in Otsuka or its Affiliate until sold to customers, except only in the event Otsuka decides, in its sole discretion, that for legal or commercial reasons it is necessary or preferable that sales be made by BMS or a BMS Affiliate in one or more countries within the European Union a...

Overall Structure. For a better understanding of the applied RL approach, we first introduce a mapping of both use cases to the XXXXXX reference architecture, developed by the Working Group. This architecture comprises a mapping of the UUV.1 and UUV.2 use cases and is shown in Figure 17. Version Status Date Page 2.0 Non-Confidential 2024.05.1172022.03.1 39/100 A thorough explanation of the detailed architecture is covered in the XXXXXX Reference Architecture. In the following section, we extract only the relevant components for the environment consisting of the DT and optimization which is realized in the RL and control parts. The individual components of the detailed architecture are categorized in three different groups. • The Reinforcement Learning (RL) category includes the RL agent, and it is the component where the optimization happens. The RL agent takes reward and observation as input from the Environment to generate a corresponding action, which goes back into the Environment. • The Control (CTRL) category includes orchestration and user interface. To have control over the RL agent, e.g. to start, stop or track its optimization progress, it is connected to the control block. It also controls the training process, switches between operational and training mode, and receives diagnostic information. The control user interface (CTRL_UI) processes the interaction with the user, e.g. start or stop requests, or switch from training mode to operational mode. The control orchestration (CTRL_ORCH) plays a crucial role in controlling the entire process. First, it receives diagnostic information from the Digital Twin (DT) and the Cyber Physical System (CPS). This can be used to save the CPS from severe damage, when Version Status Date Page 2.0 Non-Confidential 2024.05.1172022.03.1 40/100 its condition changes or unexpected behaviour is detected. If such an event occurs, the CTRL_ORCH needs to interact directly with the physical system to bring it into a safe state. In this case, it bypasses the actions provided by the RL agent via the Emergency Control arrow. User output in the form of visualized data is also a possibility. The orchestration also controls the signal flow of the RL agent together with the selector and merger blocks. Depending on the selected phase (training or operational phase), the actions proposed by the agent are either input for the CPS or for the DT (or both). Depending on the selected phase, the variation of DT is also controlled. Information about the cu...

Overall Structure. Our goal is to establish a joint venture through formation of a new entity Newco (“the Company”) to be jointly owned by Blast and RadNA. Our initial belief as to the overall structure and purpose of the venture is set forth in the attached Term Sheet, which would need to be properly documented in definitive agreements.

Overall Structure. Our goal is to establish a partnership agreement for distribution and use of Grantcoin digital currency within the Ekata platform. Our initial belief as to the overall structure and purpose of this agreement is set forth in the attached Term Sheet.

Overall Structure. Part I In Chapter 2, we cover the nomenclature and definitions that are relevant for the subsequent chapters in Part I of the thesis. Here we define the concept of a digital signature scheme and security for digital signatures. We also introduce the topic of provable security, random oracles, and proof techniques for the signature schemes in later chapters.