Partner Agreements. (a) Cibus shall use, and shall cause its applicable Affiliates to use, commercially reasonable efforts to comply in all material respects with its obligations under the Partner Agreements and shall use, and shall cause its applicable Affiliates to use, commercially reasonable efforts not to take any action or forego any action that would reasonably be expected to constitute a material breach thereof. Promptly, and in any event within five (5) Business Days, after receipt of any (written or oral) notice from each of the parties thereto or their Affiliates of an alleged breach by Cibus or any of its Affiliates under a Partner Agreement, Cibus shall give notice thereof to the Seller Representative, including delivering to the Seller Representative a copy of any such written notice. Unless otherwise agreed to with the Seller Representative in writing, Cibus shall use, and shall cause its applicable Affiliates to use, commercially reasonable efforts to cure any breaches by it under the Partner Agreement and shall give written notice to the Seller Representative upon curing any such breach.
(b) Promptly (and in any event within five (5) Business Days) after Cibus becomes aware of, or comes to believe in good faith that there has been, a breach of either of the Partner Agreements by the counterparty thereto, Cibus shall provide notice of such breach to the Seller Representative. In addition, Cibus shall provide to the Seller Representative a copy of any written notice of breach or alleged breach of the Partner Agreement delivered by Cibus to the counterparty thereto as soon as practicable and in any event not less than five Business Days following such delivery.
(c) Promptly, and in any event within five (5) Business Days, following receipt by Cibus of a fully executed Modification to any Partner Agreement, Cibus shall furnish a copy of such Modification to the Seller Representative.
Partner Agreements. (i) Cibus has provided the Seller Representative with true, correct and complete copies of the Hoechst Schering AgrEvo GmbH Agreement, Pioneer Hi-Bred International Agreements, Rotam Agreement, Flax Council Agreements, NEU Seed Agreements, BASF Agreement and the NPZ Agreement in effect as of the Effective Date (the “Partner Agreements”). The Partner Agreements represent all material contracts of Cibus and its Affiliates pursuant to which Subject Revenues are generated, or are reasonably expected to be generated in the future, in existence as of the date hereof.
Partner Agreements. The Departments of Corrections, Education, Health and Human Services and Labor shall support the effective transition planning for youth and young adults age 14 up to age 26 transitioning to adulthood. Effective transitions to a healthy adulthood will improve the quality of life for these young persons; increase access to educational and employment opportunities thereby diminishing the risk of chronic homelessness, incarcerations and/or hospitalizations throughout adulthood, and will be cost effective by lessening the need for more intensive level of services from the state adult services Departments.
Partner Agreements. Except as set forth in Schedule 3.8 hereto, each IDM Contract is in full force and effect and, to the Knowledge of Seller, is enforceable in accordance with its terms (except as the enforcement thereof may be limited or otherwise affected by bankruptcy, insolvency, reorganization, moratorium or other laws generally affecting the rights of creditors and subject to general equity principles (whether considered at law or in equity)). Seller has performed each material term, covenant and condition of each of the IDM Contracts that is required to be performed by it at or before the date hereof. Except as set forth in Schedule 3.8 hereto or as would not have an Material Adverse Effect, no event has occurred that would, with the passage of time or compliance with any applicable notice requirements, constitute a breach or default by Seller or, to the Knowledge of Seller, any other Person under any of the IDM Contracts, and, to the Knowledge of Seller, no party to any of the IDM Contracts intends to cancel, terminate or exercise any option under any of the IDM Contracts.
Partner Agreements. Set forth in Section 3.14 of the Company Disclosure Statement is a true and complete list of each agreement between the Company and those businesses which the Company publicly identifies as its business partners (collectively, the "Partner Agreements"). Each Partner Agreement is in full force and effect and is a legal, valid and binding agreement of the Company, enforceable in accordance with its terms; the Company has performed or is performing all material obligations required to be performed by it under the Partner Agreements and is not (with or without notice or lapse of time or both) in breach or default in any material respect thereunder; and no other party to any of the Partner Agreements is (with or without notice or lapse of time or both) in breach or default in any material respect thereunder. The Company is not engaged in any disputes with any party to any Partner Agreement, and to the Company's Knowledge, no party to any Partner Agreement is considering termination, nonrenewal or any material adverse modification of its arrangements with such Partner Agreements with the Company.
Partner Agreements. 13.1 If the Agreement relates to the resale or supply of Services with a partner under a Rocket Software Partner program or a partner agreement (a “Partner”), with Rocket Software acting as the Partner’s sub-processor under that arrangement with no direct contractual relationship to the direct and indirect customers of the Partner which are entitled to use the Services such as the End User or, in the case of a Partner who is an MSP, the beneficiary (as in each case as defined in the Agreement) (hereinafter “Using Parties”), then the following provisions shall apply:
13.1.1 All references to “Customer” in this Addendum shall mean the Partner;
13.1.2 Section 9.2 of this Addendum shall be amended to read as follows: “Partner shall procure implementation and maintenance of privacy protections and security measures for components that Partner or any Using Parties (including Affiliates of any of these) provides or controls. Partner shall apply the principle of data minimisation and limit Rocket’s access to systems or personal data to only where essential for the performance of Services (and procure the same from Using Parties). Where Rocket is performing Services onpremises of the Partner or Using Parties (or of an Affiliate, sub- contractor, agent or similar of any of these) or in connection with access to any of their systems and data, Partner shall be responsible for provision to Rocket’s personnel of user authorizations and passwords to access those systems, oversight of their use of those passwords and termination of these as required. Partner shall not store any personal data in a non-production environment unless it has production environment equivalent controls in place (and procure the same from Using Parties).”
Partner Agreements. (i) Xxxxx has provided the Seller Representative with true, correct and complete copies of the Hoechst Schering AgrEvo GmbH Agreement, Pioneer Hi-Bred International Agreements, Rotam Agreement, Flax Council Agreements, NEU Seed Agreements, BASF Agreement and the NPZ Agreement in effect as of the Effective Date (the “Partner Agreements”). The Partner Agreements represent all material contracts of Cibus and its Affiliates pursuant to which Subject Revenues are generated, or are reasonably expected to be generated in the future, in existence as of the date hereof.
Partner Agreements. 9.7.1 Payments under Net Proceeds If Millendo executes one or more Partner Agreements prior to the Initiation of a Phase I Study, Licensee shall pay to Roche for such Partner Agreements the amount equal to
(a) [***] percent ([***]%) of the Net Proceeds up to the first US Dollars [***] (US$ [***]) in Net Proceeds, and
(b) [***] percent ([***]%) of the Net Proceeds in excess of US Dollars [***] (US$ [***]) in Net Proceeds and up to US$ [***] (US$ [***]) Net Proceeds, and
(c) [***] percent ([***]%) of the Net Proceeds in excess of US$ [***] (US$ [***]) Net Proceeds ((a), (b) and (c) together “Partner Agreement Revenues”). For clarity, the foregoing payments shall not be owed in the event of a grant of a sublicense by a Sublicensee of Millendo. The following examples shall illustrate the principle: For example, if Licensee enters into a Partner Agreement and receives US$ [***] as Net Proceeds, then Partner Agreement Revenues owed to Roche on such Partner Agreement shall equal US$ [***] calculated as follows: [([***]*[***]) + ([***]*[***]) + ([***]*[***])] = US$ [***] Partner Agreement Revenues For example, if Licensee enters into a (a) first Partner Agreement and receives US$ [***] as Net Proceeds and (b) subsequently enters into a second Partner Agreement and receives US$ [***] as Net Proceeds, then Partner Agreement Revenues owed to Roche on both Partner Agreements together shall equal US$ [***] calculated as follows: [([***]*[***]) + ([***]*[***]) + [***]*[***])] = US$ [***] Partner Agreement Revenue. Consideration that Roche receives pursuant to this Section 9.7 is in addition to Upfront, Milestone Payments and Royalty Payments pursuant to Section 9.1 to 9.4.
Partner Agreements. Unless otherwise restricted by this Agreement, the confidentiality and non-use provisions of this Paragraph shall not apply to such information which
Partner Agreements
