Overview and Responsibilities Sample Clauses

Overview and Responsibilities. Precision and Prevail will collaborate in a Research and Pre-Clinical Development program (the “Research Program”) with the goal of Researching and Pre-Clinically Developing Licensed Products based on Precision’s ARCUS Technology, focusing on diseases resulting from genetic variations or mutations in the Collaboration Targets. 4.1.1 During the Research Term, Precision will lead and be primarily responsible for all design, creation, selection and in vitro development and optimization of ARCUS Nucleases Directed Against Collaboration Targets for all Licensed Products associated with such Collaboration Targets, as specifically set forth in the applicable Research Plan or Handoff Activities Exhibit for each such Collaboration Target (the activities set forth in any such Research Plan or Handoff Activities Exhibit for a Collaboration Target, the “Pre-Handoff Activities”). 4.1.2 Following the A&R Execution Date, with respect to the Lead Targets, Precision’s activities in the Research Program will consist of Pre-Handoff Activities specifically set forth in the Handoff Activities Exhibit and performing [***] assays set forth thereunder or as contemplated in this Agreement. 4.1.3 Following the A&R Execution Date, with respect to Additional Targets and Replacement Targets, Precision’s activities in the Research Program will consist of the activities specifically set forth in the applicable Research Plan, which shall be limited to (a) design, creation, selection, and in vitro development and optimization of ARCUS Nucleases Directed Against the applicable Collaboration Target, (b) performance of [***] assays, consistent with those assays described in the Handoff Activities Exhibit or contemplated in this Agreement, for the applicable nucleases, and (c) development of the strategy and scope of work for such activities. 4.1.4 Any proposed amendment(s) to any Research Plan or the Handoff Activities Exhibit must be mutually agreed by the Parties via the JSC. Such amendments shall be effective upon JSC approval. Precision shall have final decision-making authority with respect to [***]. All Pre-Handoff Activities shall be at Precision’s sole cost and expense, except that, solely with respect to the Lead Targets, Prevail will fund certain Precision FTE Costs during the FTE Funding Term, as further set forth in Section 4.7 below. For the avoidance of doubt, Prevail will be responsible at its sole cost and expense for all cGMP CMC development, as further set forth in Section ...
Sample 1
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Overview and Responsibilities. Precision and Lilly will collaborate in a Research and Pre-Clinical Development program (the “Research Program”) with the goal of Researching and Pre-Clinically Developing Licensed Products based on Precision’s ARCUS Technology, focusing on diseases resulting from genetic variations or mutations in the Collaboration Targets. During the Research Term, Precision will lead and be primarily responsible for all Research and Pre-Clinical Development for all Licensed Products associated with Collaboration Targets, as specifically set forth in the applicable Research Plans, including that Precision will (a) design, create, select, develop and optimize an ARCUS Nuclease for each Collaboration Target to support pre-clinical in vitro and in vivo evaluation, candidate selection, Regulatory Filings, and potential Clinical Development by Lilly of the Licensed Product for such Collaboration Target, and (b) generate an IND Enabled Data Package to enable Lilly to, at its sole election and discretion, determine whether to proceed to Clinical Development for the applicable Licensed Product pursuant to Section 4.5. All such Research and Pre-Clinical Development shall be at Precision’s sole cost and expense, except that Lilly will fund the cost of certain Precision FTEs, as further set forth in Section 4.7 below. For the avoidance of doubt, Lilly will be responsible at its sole cost and expense for all cGMP CMC development, as further set forth in Section 6.3.5.
Sample 1
Overview and Responsibilities. Precision and Novartis will collaborate in a Research and Development program with respect to Licensed Products in accordance with this Agreement (the “Collaboration”). During the Research Term, Precision will lead and be primarily responsible for the design, creation, selection and in vitro development and optimization of an ARCUS Nuclease for the Initial Collaboration Target or, if applicable, the Replacement Collaboration Target (“Research”) to support further Development by Novartis of Licensed Products for the applicable Program(s). All such Research shall be conducted in accordance with the applicable Research Plans, with funding managed as set forth in Section 4.7 below. For the avoidance of doubt, Novartis will be responsible at its sole cost and expense for all other Development of the Licensed Product(s). For clarity, the Parties intend (a) for such Research to yield ARCUS Nucleases Directed Against the Initial Collaboration Target for potential selection by Novartis pursuant to the applicable Research Plan or, if applicable, ARCUS Nucleases Directed Against the Replacement Collaboration Target for potential selection by Novartis pursuant to the applicable Research Plan and (b) with respect to the Initial Program or Replacement Program, Novartis will select a Development Candidate based on such ARCUS Nucleases and notify the JSC in writing of its selection.
Sample 1
Overview and Responsibilities. 4.1.1 Charges for Rental Quarters and Related Facilities. 5 U.S.C. § 5911, Quarters and Facilities, Employees on the United States provides authority for agencies to charge rent for quarter or related facilities. 4.1.1.1 Rental quarters include housing supplied under specific Government direction as an incidental service in support of Government programs. "Public Quarters" designated for occupancy by members of the uniformed services with loss of allowances and sleeping facilities furnished on a temporary basis are excluded. Otherwise, quarters owned by or leased to the Government are included whether occupied by Government employees, contractors, contractors' employees, or any other person to whom housing is provided as incidental to the performance of a Government activity. a. Housekeeping and non-housekeeping units, including trailers but not tents, furnished and unfurnished are included. b. Related facilities include, but are not limited to, utilities, services, furniture, and appliances. 4.1.1.2 Rental rates for quarters and charges for related facilities will be based upon reasonable value in the circumstances under which they are provided, occupied, or made available. Rental rates will not be used as an incentive for recruitment or retention of employees or to encourage occupancy of existing Government housing. Refer to OMB Circular A-45, Rental and Construction of Government Quarters, for additional information. 4.1.2 Responsibilities 4.1.2.1 OSI is responsible for: a. Advising the Center CFO and Mission Support Directorate of significant events concerning the use of and charges for NASA rental quarters. b. Managing an appeals process to include receipt, administrative reviews, and approval process in accordance with the provisions of Rental and Construction of Government Quarters, Revised. c. Amending the lease or rental agreements for the general rates and charges adjustments. d. Ensuring charges are collected. e. Providing qualified appraisers to Center Directors to perform the necessary reviews. Appraisers from the Federal Housing Administration, the Army Corps of Engineers, the Naval Facilities Engineering Command, or the General Services Administration should be used. 4.1.2.2 The Center Director is responsible for: a. Monitoring the use of rental quarters and determining annually, in conjunction with the Center CFO, whether an adjustment to the basic rental rate is required. b. Advising OSI of needed adjustments to basic rental rates and requ...
Sample 1

Related to Overview and Responsibilities

  • Role and Responsibilities During the Employment Period, the Executive shall serve as Chief Financial Officer of the Company, and shall perform such employment duties as are usual and customary for such position. The Executive shall report directly to the Chief Executive Officer of the Company (the “CEO”). At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing, consistent with the Executive’s position hereunder. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement.

  • Position and Responsibilities During the term of Executive’s employment hereunder, Executive agrees to serve as an Executive Vice President of the Bank. Executive shall perform administrative and management services for the Bank which are customarily performed by persons in a similar executive officer capacity. During said period, Executive also agrees to serve as an officer and director of any subsidiary of the Bank or the Company, if elected.

  • Roles and Responsibilities 1. The Donor States shall make funds available in support of eligible programmes proposed by the Beneficiary State and agreed on by the Financial Mechanism Committee within the priority sectors listed in Article 3.1 of Protocol 38c and the programme areas listed in the Annex to Protocol 38c. The Donor States and the Beneficiary State shall cooperate on the preparation of concept notes defining the scope and planned results for each programme. 2. The Beneficiary State shall assure the full co-financing of programmes that benefit from support from the EEA Financial Mechanism 2014-2021 in accordance with Annex B and the programme agreements. 3. The Financial Mechanism Committee shall manage the EEA Financial Mechanism 2014-2021 and take decisions on the granting of financial assistance in accordance with the Regulation. 4. The Committee shall be assisted by the Financial Mechanism Office (hereinafter referred to as the “FMO”). The FMO shall be responsible for the day-to-day operations of the EEA Financial Mechanism 2014-2021 and shall serve as a contact point.

  • Rights and Responsibilities This Agreement is our standard service agreement. Under this Agreement, we agree to provide and xxxx for Service, and you agree to use and pay for Service, as provided herein and in our other applicable Terms of Service. Our rights and responsibilities, and your rights and responsibilities, are as set forth in this Agreement and our other applicable Terms of Service.

  • Fund Responsibilities 3.1. The management and control of the Fund are vested exclusively in the Fund’s governing body (e.g., the board of directors or trustees for a Fund that is a mutual fund or the Trustee for a Fund that is a collective trust, as applicable) and such officers and agents as may be appointed by the board from time to time, subject to the terms and provisions of the Fund’s Governing Documents. The Fund’s governing body and the duly appointed officers and agents appointed by the governing body on behalf of the Fund will make all decisions, perform all management functions relating to the operation of the Fund and shall authorize all Transactions. Without limiting the foregoing, the Fund shall: (a) Designate properly qualified individuals to oversee the Services and establish and maintain internal controls, including monitoring the ongoing activities of the Fund. (b) Evaluate the accuracy, and accept responsibility for the results, of the Services, review and approve all reports, analyses and records resulting from the Services and inform DST of any errors that it is in a position to identify. (c) Provide DST with timely and accurate information required by DST in order to perform the Services and its duties and obligations hereunder. 3.2. Without limiting DST’s obligations to comply with applicable Law and the Fund’s Governing Documents, the Fund is responsible for ensuring that it complies with Law and its respective Governing Documents. It is the Fund’s responsibility to provide all final Fund Governing Documents as of the Effective Date. The Fund will notify DST in writing of any changes to the Fund Governing Documents, with the exception of minutes of meetings of the board of directors, that may materially impact the Services prior to such changes taking effect. DST is not responsible for monitoring compliance by the Fund with (i) Law, or (ii) its respective Governing Documents. 3.3. In the event that Market Data is supplied to or through DST Associates in connection with the Services, the Market Data is proprietary to Data Suppliers and is provided on a limited internal-use license basis. Market Data may: (i) only be used by the Fund in connection with the Services and (ii) not be disseminated by the Fund or used to populate internal systems in lieu of obtaining a data license. Access to and delivery of Market Data is dependent on the Data Suppliers and may be interrupted or discontinued with or without notice. Notwithstanding anything in this Agreement to the contrary, neither DST nor any Data Supplier shall be liable to the Fund or any other Person for any Losses with respect to Market Data, reliance by DST Associates or the Fund on Market Data or the provision of Market Data in connection with this Agreement. 3.4. The Fund shall deliver, and procure that its agents, counsel, advisors, auditors, and any other Persons promptly deliver to DST all Fund Data. The Fund shall arrange with each such Person to deliver such information and materials on a timely basis, and DST will not be required to enter any agreements with that Person in order for DST to provide the Services. 3.5. Notwithstanding anything in this Agreement to the contrary, so long as they act in good faith and without negligence, willful misconduct or fraud, DST Associates shall be entitled to rely on the authenticity, completeness and accuracy of information and communications received by DST Associates from Authorized Persons, or Proper Instructions from the Fund in connection with the performance of the Services and DST’s duties and obligations hereunder, without further enquiry or liability.

  • Representations and Responsibilities You represent and warrant to us that any information you have given or will give us with respect to this agreement is complete and accurate. Further, you agree that any directions you give us or action you take will be proper under this agreement, and that we are entitled to rely upon any such information or directions. If we fail to receive directions from you regarding any transaction, if we receive ambiguous directions regarding any transaction, or if we, in good faith, believe that any transaction requested is in dispute, we reserve the right to take no action until further clarification acceptable to us is received from you or the appropriate government or judicial authority. We will not be responsible for losses of any kind that may result from your directions to us or your actions or failures to act, and you agree to reimburse us for any loss we may incur as a result of such directions, actions, or failures to act. We will not be responsible for any penalties, taxes, judgments, or expenses you incur in connection with your Xxxx XXX. We have no duty to determine whether your contributions or distributions comply with the Code, regulations, rulings, or this agreement. We may permit you to appoint, through written notice acceptable to us, an authorized agent to act on your behalf with respect to this agreement (e.g., attorney-in-fact, executor, administrator, investment manager), but we have no duty to determine the validity of such appointment or any instrument appointing such authorized agent. We will not be responsible for losses of any kind that may result from directions, actions, or failures to act by your authorized agent, and you agree to reimburse us for any loss we may incur as a result of such directions, actions, or failures to act by your authorized agent. You will have 60 days after you receive any documents, statements, or other information from us to notify us in writing of any errors or inaccuracies reflected in these documents, statements, or other information. If you do not notify us within 60 days, the documents, statements, or other information will be deemed correct and accurate, and we will have no further liability or obligation for such documents, statements, other information, or the transactions described therein. By performing services under this agreement we are acting as your agent. You acknowledge and agree that nothing in this agreement will be construed as conferring fiduciary status upon us. We will not be required to perform any additional services unless specifically agreed to under the terms and conditions of this agreement, or as required under the Code and the regulations promulgated thereunder with respect to Xxxx IRAs. You agree to indemnify and hold us harmless for any and all claims, actions, proceedings, damages, judgments, liabilities, costs, and expenses, including attorney’s fees arising from or in connection with this agreement. To the extent written instructions or notices are required under this agreement, we may accept or provide such information in any other form permitted by the Code or applicable regulations including, but not limited to, electronic communication.

  • RESTRICTIONS AND RESPONSIBILITIES 2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services. 2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. 2.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. 2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent. 2.5 Customer may opt out of these Terms and Conditions, but doing so will terminate Services.

  • IRO Responsibilities The IRO shall: 1. perform each Claims Review in accordance with the specific requirements of the CIA;

  • Client’s Responsibilities (a) Client agrees to advise Consultant regarding Client's Project requirements and to provide all relevant information, surveys, data and previous reports accessible to Client which Consultant may reasonably require. (b) Client shall designate a Project Representative to whom all communications from Consultant shall be directed and who shall have limited administrative authority on behalf of Client to receive and transmit information and make decisions with respect to the Project. Said representative shall not, however, have authority to bind Client as to matters of governmental policy or fiscal policy, nor to contract for additions or obligations exceeding a value which is the lesser of $5000 or 5% of the maximum contract price. (c) Client shall examine all documents presented by Consultant, and render decisions pertaining thereto within a reasonable time. The Client's approval of any drawings, specifications, reports, documents or other materials or product furnished hereunder shall not in any way relieve Consultant of responsibility for the professional adequacy of its work. (d) Client shall perform its obligations and render decisions within a reasonable time under the circumstances presented. Based upon the nature of Client and its requirements, a period of 14 days shall be presumed reasonable for any decision not involving policy decision or significant financial impact, when all information reasonably necessary for Client to responsibly render a decision has been furnished. A period of 46 days shall be presumed reasonable for Client to act with respect to any matter involving policy or significant financial impact. The above periods of presumed reasonableness shall be extended where information reasonably required is not within the custody or control of Client but must be procured from others.

  • EMPLOYEE RIGHTS AND RESPONSIBILITIES A. A secretary shall strive for excellence in his/her work, and take advantage of opportunities for continually improving his/her skills and relationships with the Board, co-workers, and the public. B. The Association and individual members thereof, agree to uphold and honor the policies, rules, regulations and practices of the Board and sections of this Agreement. Neither the Association, its representatives, nor any member, shall assume administrative or supervisory authority or direct employees to disregard the instructions or directions of the Board unless the Board is limited by this Agreement. C. Secretaries are responsible for maintaining a continuous high level of service to the welfare and benefit of the school district. Secretaries, therefore, are responsible for discharging their work assignments with proficiency and making a conscientious effort to meet all the duties of their positions. D. No Association representative, or secretary, shall engage in Association activities or business during employee working hours, without Board approval. E. The Association is hereby granted the right to reasonable use of school premises for its business meetings, after receiving prior approval from the Board, and providing it pays any overtime costs which may be incurred by the District. F. The Association may have reasonable use of the District's mail service and mailboxes for its business and social event announcements and may post notices on a part of the school bulletin boards in building lounges, provided all such announcements and notices contain the name of the Association officer or representative authorizing the same. G. Nothing in this Contract shall be construed to deny or restrict an employee's rights under the Michigan General School Laws, or applicable civil laws. The rights granted in this Contract are deemed to be in addition to those provided elsewhere. This paragraph is not deemed grievable under the grievance procedure herein. H. When the Board disciplines employees, it will not be arbitrary or unreasonable. No Seniority bargaining unit member shall be disciplined without just cause. I. A suspended or discharged seniority employee will be allowed to discuss his/her suspension or discharge with the President or Vice President for up to thirty (30) minutes. Nothing contained herein, however, shall prevent the Board from requiring the summary removal of the offending employee, if it appears that the safety of any person, property, or the maintenance of order requires such summary removal. J. The purpose of the installation of cameras/monitors is to increase the safety and security in that building. The Association, upon request, is entitled to information detailing where cameras/monitors are located in each building. It is specifically understood that surveillance equipment (i.e. cameras) cannot be used for purposes of staff evaluation or monitoring. It is understood that situations may arise warranting review of video. If any incident of illegal activity of staff is observed on the video, the Association will be immediately notified and will be given the opportunity to review the tape(s) within three (3) days of receipt of the notice.

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