Performance by Contractors Sample Clauses

Performance by Contractors. If, and to the extent that, either Party has the right or obligation pursuant to, and in accordance with, the provisions of this Agreement to Develop, Manufacture or Commercialize any Licensed Product, such Party shall be entitled to utilize the services of Third Parties (including Third Party contract research organizations, Third Party contract manufacturing organizations (“CMOs”) and Third Party contract sales organizations (“CSOs”)) to perform the Development, Manufacturing or Commercialization activities that such Party has the right or obligation to perform under this Agreement with respect to such Licensed Product; provided that the contracting Party shall remain at all times fully liable for its responsibilities under this Agreement. Neither Party shall use Third Party contract resources to perform any activities that the contracting Party has the right or obligation to perform under this Agreement unless the contracting Party’s rights under the agreement with the Third Party contractor guarantee to the other Party the same rights under this Agreement as if the contracting Party had performed such activities itself, and any such Third Party contractor agreement includes a requirement that such Third Party contractor comply with the confidentiality provisions and restrictions on use of Confidential Information contained in Article X with respect to both Parties’ Confidential Information and a requirement that such Third Party contractor comply with any other provisions required under any AVEO In-License or Biogen Idec In-License, as the case may be. Notwithstanding anything in this Agreement to the contrary, the contracting Party under this Section 3.3(e) shall (A) obtain from any Third Party performing any activities of the contracting Party under this Agreement a license to any Know-how and Patent Rights generated by such Third Party arising directly out of the contracting activities to the extent necessary for the Development, Manufacture and Commercialization of Licensed Product or to the extent such Know-how is incorporated in any Licensed Product or such Patent Rights Cover any Licensed Product, (B) if such Third Party or any of its Affiliates is a Sublicensee of the contracting Party to whom the contracting Party has granted rights to Commercialize Licensed Product in the contracting Party’s Territory, obtain from such Third Party a license to any Know-how and Patent Rights generated by such Third Party arising directly out of the contracting...
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Performance by Contractors. Each Party may contract or delegate any portion of its obligations hereunder to a Third Party contractor subject to Section 15.8; provided, that (i) the contractor undertakes in writing commercially reasonable obligations of confidentiality and non-use regarding Confidential Information that are substantially the same as those undertaken by the Parties with respect to Confidential Information pursuant to ARTICLE IX hereof; and (ii) the contractor undertakes in writing to assign or exclusively license back (with the right to sublicense) all intellectual property with respect to the Licensed Compound or a Licensed Product developed in the course of performing any such work to the Party retaining such contractor. In addition, notwithstanding the foregoing, any such contracting or delegation by OncoC4 shall be only with BioNTech’s advance, written consent, except with respect to any OncoC4 Affiliate, Service Provider or subcontractor listed on Schedule 2.1(b); provided, that the performance by any Service Provider of activities involving a BioNTech Product hereunder shall be subject to the satisfactory completion of any customary and reasonable vendor qualification process requested by BioNTech and approved by the JSC.
Sample 1

Related to Performance by Contractors

  • Performance by Contractor The Contractor, at the Contractor's own expense, shall, except as herein otherwise specifically provided, furnish and provide all and every kind of labour and superintendence, services, tools, implements, machinery, plant materials, articles and whatsoever is necessary for the due execution of the work. The Contractor shall fully construct and erect the work in the most thorough, professional and substantial manner, in every respect to the satisfaction and approval of the Engineer. The Contractor shall complete the work within the time specified herein and deliver it to the Minister in the manner and upon the terms and conditions of the Contract.

  • Performance by Affiliates Each Party may discharge any obligations and exercise any right hereunder through any of its Affiliates. 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.

  • Performance by Seller Seller shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by each of them, on or before the Closing Date.

  • Performance by Buyer Buyer shall have performed and complied with all covenants and agreements and satisfied all conditions required by this Agreement to be performed by Buyer on or before the Closing Date.

  • Performance by Agent If the Borrower shall fail to perform any covenant, duty or agreement contained in any of the Loan Documents, the Agent may perform or attempt to perform such covenant, duty or agreement on behalf of the Borrower after the expiration of any cure or grace periods set forth herein. In such event, the Borrower shall, at the request of the Agent, promptly pay any amount reasonably expended by the Agent in such performance or attempted performance to the Agent, together with interest thereon at the applicable Post-Default Rate from the date of such expenditure until paid. Notwithstanding the foregoing, neither the Agent nor any Lender shall have any liability or responsibility whatsoever for the performance of any obligation of the Borrower under this Agreement or any other Loan Document.

  • Performance by Purchaser Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Purchaser at or prior to the Closing Date.

  • CONTRACTOR’S PERFORMANCE 2.21.1 Contractor shall make citizen satisfaction a priority in providing services under this Agreement. Contractor shall train its employees to be customer service-oriented and to positively and politely interact with citizens when performing contract services. Contractor’s employees shall be clean, courteous, efficient, and neat in appearance and committed to offering the highest quality of service to the public. If, in the Director’s opinion, Contractor is not interacting in a positive and polite manner with citizens, he or she shall direct Contractor to take all remedial steps to conform to these standards

  • Contractor’s Performance Warranties Contractor represents and warrants to the State that: (i) Each and all of the services shall be performed in a timely, diligent, professional and skillful manner, in accordance with the highest professional or technical standards applicable to such services, by qualified persons with the technical skills, training and experience to perform such services in the planned environment. (ii) Any time software is delivered to the State, whether delivered via electronic media or the internet, no portion of such software or the media upon which it is stored or delivered will have any type of software routine or other element which is designed to facilitate unauthorized access to or intrusion upon; or unrequested disabling or erasure of; or unauthorized interference with the operation of any hardware, software, data or peripheral equipment of or utilized by the State. Without limiting the generality of the foregoing, if the State believes that harmful code may be present in any software delivered hereunder, Contractor will, upon State’s request, provide a new or clean install of the software. Notwithstanding the foregoing, Contractor assumes no responsibility for the State’s negligence or failure to protect data from viruses, or any unintended modification, destruction or disclosure. (iii) To the extent Contractor resells commercial hardware or software it purchased from a third party, Contractor will, to the extent it is legally able to do so, pass through any such third party warranties to the State and will reasonably cooperate in enforcing them. Such warranty pass-through will not relieve the Contractor from Contractor’s warranty obligations set forth herein.

  • Performance by Lender If the Pledgor shall fail to perform, observe or comply with any of the conditions, covenants, terms, stipulations or agreements contained in this Agreement or any of the other Financing Documents, the Lender without notice to or demand upon the Pledgor and without waiving or releasing any of the Obligations or any Default or Event of Default, may (but shall be under no obligation to) at any time thereafter make such payment or perform such act for the account and at the expense of the Pledgor, and may enter upon the premises of the Pledgor for that purpose and take all such action thereon as the Lender may consider necessary or appropriate for such purpose and the Pledgor hereby irrevocably appoints the Lender as its attorney-in-fact to do so, with power of substitution, in the name of the Lender or in the name of the Pledgor or otherwise, for the use and benefit of the Lender, but at the cost and expense of the Pledgor and without notice to the Pledgor. All sums so paid or advanced by the Lender together with interest thereon from the date of payment, advance or incurring until paid in full at the Post-Default Rate and all costs and expenses, shall be deemed part of the Enforcement Costs, shall be paid by the Pledgor to the Lender on demand, and shall constitute and become a part of the Obligations.

  • Performance by Landlord If Tenant fails to perform any obligation required under this Lease or by law or governmental regulation, Landlord in its sole discretion may, after ten (10) days prior written notice to Tenant, without waiving any rights or remedies and without releasing Tenant from its obligations hereunder, perform such obligation, in which event Tenant shall pay Landlord as additional rent all sums paid by Landlord in connection with such substitute performance, including interest at the Agreed Interest Rate (as defined in Section 19.J) within ten (10) days of Landlord's written notice for such payment.

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