Performance by Affiliates and Subcontractors. The Parties recognize that each Party may perform some or all of its obligations or exercise some or all of its rights under this Agreement through one or more Affiliates or subcontractors; provided, in each case, that (a) none of the other Party’s rights hereunder are diminished or otherwise adversely affected as a result of such delegation or subcontracting, and (b) each such Affiliate or subcontractor undertakes in writing obligations of confidentiality and non-use regarding Confidential Information and ownership of intellectual property rights which are substantially the same as those undertaken by the Parties pursuant to Article 8 and Article 9; and provided, further, that such Party will at all times be fully responsible for the performance and payment of such Affiliate, subcontractor, licensee or sublicensee.
Performance by Affiliates and Subcontractors. Each Party may perform some or all of its obligations under this Agreement through Affiliates; provided, however, that each Party will remain responsible for and be a guarantor of the performance by its Affiliates and will cause its Affiliates to comply with the applicable provisions of this Agreement in connection with such performance. Each Party hereby expressly waives any requirement that the other Party exhaust any right, power or remedy, or proceed against an Affiliate, for any obligation or performance hereunder prior to proceeding directly against such Party. Wherever in this Agreement the Parties delegate responsibility to Affiliates, the Parties agree that such entities may not make decisions inconsistent with this Agreement, amend the terms of this Agreement, or act contrary to its terms in any way. Each Party may perform some or all of its obligations under this Agreement through one or more subcontractors; provided, that (a) the subcontracting Party remains fully responsible for the work allocated to, and payment to, such subcontractors to the same extent it would if it had done such work itself; (b) the subcontractor undertakes in writing obligations of confidentiality and non-use applicable to the Confidential Information that are at least as stringent as those set forth in this Agreement; and (c) the subcontractor agrees in writing to assign all inventions and other Intellectual Property Rights developed in the course of performing any such work under this Agreement, and to cooperate and sign any documents to confirm or perfect such assignment. Each Party will ensure that each of its subcontractors accepts and complies with all of the applicable terms of this Agreement.
Performance by Affiliates and Subcontractors. Each Party will have the right to utilize the services of its Affiliates or Third Party subcontractors in connection with the performance of the activities for which it is responsible under the Development Plan or the Commercialization Plan; provided, however, that such Party will remain responsible under this Agreement for the performance and compliance of such Affiliates and Third Party subcontractors and will, if required, grant sublicenses to them in compliance with the terms of this Agreement. The Party utilizing such subcontractors also will ensure that such Affiliate or Third Party is subject to obligations protecting and limiting use and disclosure of Confidential Information, the Licensed Compound, Licensed Products, patent rights and Know-How at least to the same extent as set forth under this Agreement.
Performance by Affiliates and Subcontractors. Each Party may delegate performance of Activities, or portions thereof, to (a) a subcontractor that has been approved by the JPT, such approval not to be unreasonably withheld or (b) an Affiliate; provided that: (i) all Activities performed by an Affiliate or by an authorized subcontractor will be performed in accordance with the Work Plan and this Agreement, (ii) such authorized subcontractor will have entered into an appropriate written agreement with the Party utilizing such authorized subcontractor that: (A) contains obligations of confidentiality and restrictions on use of any Confidential Information and any proprietary materials commensurate in scope to the provisions of Article 9 (including with respect to duration); and (B) contains obligations for such authorized subcontractor to assign or exclusively license any Intellectual Property generated by such authorized subcontractor in performing such Activities to the applicable Party utilizing such authorized subcontractor to enable such Party comply with the provisions of Article 8 regarding ownership and Control of Foreground IP. Each Party is and remains solely and exclusively responsible for the conduct of any Activities by its Affiliate or authorized subcontractor under this Agreement. Millennium acknowledges and agrees, however, that, to the extent that Cedar-Sinai Medical Center is used by Precision as a subcontractor to perform any Activities, any Background IP or Diagnostic Foreground IP or Patient Selection IP resulting from such Activities may not be owned by Precision or assigned to Millennium; rather, any such resulting Intellectual Property will be licensed to Precision by Cedar-Sinai as Related Inventions pursuant to that certain Exclusive License Agreement by and between Precision and Cedar-Sinai Medical Center, dated September 1, 2017 (“Cedar-Sinai Agreement”) or otherwise; and shall, in turn, be subject to the licenses granted to Millennium in Section 8.3. Notwithstanding anything to the contrary herein, Millennium shall have the exclusive right to exploit any Compound Patient Selection IP resulting from Activities.
Performance by Affiliates and Subcontractors. Licensee shall have the right to perform some or all of its obligations under this Agreement through Affiliates and/or Third Party subcontractors in the Territory; provided, however, that Licensee shall cause its Affiliates and subcontractors to comply with the terms and conditions of this Agreement in connection with such performance. For the avoidance of doubt, it shall not be deemed to be a sublicense for which consent is required to authorize a Distributor to whom Licensee or its Affiliates sells Product solely to resell such Product to the next level of the trade.
Performance by Affiliates and Subcontractors. The Parties recognize that each Party may perform some or all of its obligations under this Agreement through Affiliates or Third Party subcontractors unless otherwise expressly limited herein; provided, however, that each Party will remain responsible for the performance by its Affiliates and subcontractors and will cause its Affiliates and subcontractors to comply with the provisions of this Agreement in connection with such performance. Wherever in this Agreement the Parties delegate responsibility to Affiliates or local operating entities, the Parties agree that such entities may not make decisions inconsistent with this Agreement, amend the terms of this Agreement or act contrary to its terms in any way. THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK
Performance by Affiliates and Subcontractors. A Service Provider may use one or more of its Affiliates or third party subcontractors to perform all or any portion of Service Provider’s duties under any Current Service Agreement, provided that (i) such Service Provider shall use the same degree of care in selecting any such third party service providers as it would if such third party service providers were being retained to provide similar services to such Service Provider (and in no event lower than a reasonable degree of care), (ii) such Service Provider remains primarily responsible for the performance of such Affiliates and subcontractors as if it was performed by such Service Provider, including such Affiliates’ and subcontractors’ acts and omissions, and (iii) the applicable Service Recipient’s payment or reimbursement obligations are not changed by such use.
Performance by Affiliates and Subcontractors. Each Party’s obligations under this Agreement may be performed solely by such Party’s Affiliates and subcontractors upon the other Party’s prior written consent. Wherever a Party delegates responsibility to any of its Affiliates or local operating entities, the Parties agree that such entities shall not make decisions inconsistent with this Agreement, amend the terms of this Agreement, or act contrary to its terms in any way.
Performance by Affiliates and Subcontractors. Either Party may exercise any of its respective rights and perform any of its respective obligations hereunder through any of its Affiliates or contractors (in the case of NBIX, pursuant to Section 2.5). However, either Party shall remain responsible for the full and complete performance of and compliance with all of its obligations and duties under this Agreement and for all activities of its Affiliates and contractors to the same extent as if such activities had been undertaken by such Party itself.
Performance by Affiliates and Subcontractors. The Parties recognize that each Party may perform some or all of its obligations under this Agreement through Affiliates or Third Party subcontractors unless otherwise expressly limited herein; provided, however, that each Party will remain responsible for the performance by its Affiliates and subcontractors and will cause its Affiliates and subcontractors to comply with the provisions of this Agreement in connection with such performance. Each Party hereby expressly waives any requirement that the other Party exhaust any right, power or remedy, or proceed against an Affiliate or subcontractor, for any obligation or performance hereunder prior to proceeding directly against such Party. Wherever in this Agreement the Parties delegate responsibility to Affiliates or local operating entities, the Parties agree that such entities may not make decisions inconsistent with this Agreement, amend the terms of this Agreement or act contrary to its terms in any way.
