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 relating to 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 or subcontractor.
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. 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 accept the applicable terms and conditions of this Agreement in connection with such performance.
Performance by Affiliates and Subcontractors. Subject to the terms and conditions of this Agreement, Servier may, without Sorrento’s prior written consent, discharge any obligations and exercise any right hereunder through any of its Affiliates or Third Party, provided that, Servier shall cause or otherwise ensure that such Affiliate or Third Party subcontractor comply with the terms and provisions that are applicable to the activities entrusted to such Affiliate or Third Party subcontractor including confidentiality provision in ARTICLE 10. Servier shall remain primarily and fully liable for any acts or omissions of such Affiliate or Third Party subcontractor and any act or omission of such Affiliate or Third Party subcontractor shall be and shall be deemed to be an act or omission by Servier.
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. 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 may discharge any obligations and exercise any right hereunder through any of its Affiliates, provided that notice is given to the other Party in advance. Each Party hereby guarantees the performance by its Affiliates of such Party’s obligations under this Agreement, and shall cause its Affiliates to comply with the provisions of this Agreement in connection with such performance. Any breach by a Party’s Affiliate of any of such Party’s obligations under this Agreement shall be deemed a breach by such Party, and the other Party may proceed directly against such Party without any obligation to first proceed against such Party’s Affiliate. In addition, Alkermes reserves the right to employ subcontractors from time-to-time to undertake certain activities related to the Services as approved by Recro, such approval not to be unreasonably withheld, delayed or conditioned. Recro hereby acknowledges and agrees that Patheon Italy is an approved subcontractor. All subcontractors will be qualified by Alkermes in a manner consistent with the Quality Agreement. All subcontractors will be held under obligations of confidentiality consistent with those set forth in Article 12. Any breach by a subcontractor of Alkermes of any of such Alkermes’ obligations under this Agreement shall be deemed a breach by Alkermes, and Recro may proceed directly against Alkermes without any obligation to first proceed against Alkermes’ subcontractor.
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.
