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. 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. Payment of compensation to LTCX as a Master FMO as described herein shall be as follows: o LTCX’s total compensation hereunder will include payment of commissions, as well as compensation for sales of policies and for PTNA’s use of LTCX’s marketing services as described more fully in Paragraph 2. Such compensation is payable based on premiums accepted or received by PTNA for LTCi policies issued pursuant to applications submitted by LTCX, and FMO’s and Agents/Agencies appointed through LTCX’s hierarchy. Compensation shall be adjusted on a monthly basis to reflect policies that have been refunded or cancelled. o It is understood and agree that all restricted shares of PTA Common Stock shall bear the following legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND ARE “RESTRICTED SECURITIES” AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT. THE SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT; (II) IN COMPLIANCE WITH RULE 144; OR (III) AFTER RECEIPT OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PENN TREATY AMERICAN CORPORATION THAT SUCH REGISTRATION OR COMPLIANCE IS NOT REQUIRED AS TO SAID SALE, OFFER OR DISTRIBUTION.
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 to the WLC, while holding the WLC accountable for progress.
Overall Structure. The main page of the EeB-CA2 platform is represented below in Figure 1. This main page is divided into five areas:
1. Layer tree: this area presents groups of layers.
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.
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.
