Performance of Project. During the term of this Agreement, XENCOR hereby grants to BII and BII hereby accepts for the purpose of pursuing the Project a non-exclusive, non-sub-licensable (except to Affiliated Companies), royalty-free, license to use the XENCOR Confidential Information and Know-How, the Material, the XENCOR Intellectual Property and/or any part of the Other Improvements for the sole purpose to develop the Process, and for the manufacturing of the Product for clinical purposes in accordance with this Agreement. BII expressly agrees not to use or practice any XENCOR Confidential Information and Know-How, the Material, and/or the XENCOR Intellectual Property for any purpose other than performance or the Services in accordance with this Agreement, except if otherwise expressly permitted in this Agreement.
Performance of Project. Grantee shall perform its duties and responsibilities under this Agreement in compliance with the terms, promises, conditions, plans, specifications, estimates, procedures, maps, and assurances set forth in the Grant Proposal, incorporated herein by reference as though fully set forth herein, as well as the terms set forth in this Agreement. Grantee shall: (1) perform in compliance with the terms, promises, conditions, construction plans, specifications, estimates, procedures, maps, and assurances set forth in the Grant Proposal; (2) comply with all applicable federal, state and local laws and regulations; (3) promptly submit the ODNR such reports and documents as ODNR may request; (4) establish a separate special account for the funds for the acquisition and/or development of the Project;
Performance of Project. 2.1 T/R shall diligently perform and complete the Project as provided herein.
2.2 T/R shall keep CANON informed of its progress during the Project and shall promptly provide CANON with notice of any delay in the Project.
2.3 CANON agrees to disclose, at its sole discretion, to T/R any CANON Information which CANON deems necessary for T/R to perform the Project.
2.4 T/R shall, at T/R's expense, deliver to CANON all the Deliverables in accordance with the schedules provided in the Exhibit attached hereto. Furthermore, T/R shall provide written reports to CANON without delay in sufficient detail to transfer to CANON all the Project Technology. T/R shall not deliver the Deliverables and shall not provide such written reports to any third party without the prior written consent of CANON. Notwithstanding anything contained herein to the contrary, T/R will deliver to CANON only the executable code of the Underlying Portion contained in the Project Software.
2.5 CANON will have the right to inspect the Deliverables to determine whether they meet the Specifications and certain acceptance criteria of CANON which shall be separately provided to T/R by CANON. In the event they fail to meet the Specifications or the foregoing acceptance criteria, CANON shall have the right * Confidential information has been omitted and filed separately with the Commission. for a time period of [ * ] from receipt of the Deliverables to notify T/R in writing of its rejection thereof, and the reasons therefor. T/R shall have [ * ] from the date of such notice to modify the Deliverables to meet the Specifications and the foregoing acceptance criteria and shall deliver such modified Deliverables to CANON; provided that, if T/R requires an extended period for such modification, T/R shall notify CANON of such request within [ * ] of CANON's notification, upon which the Parties shall discuss in good faith and determine an extended time period for T/R's modification. In the event any modified Deliverables fail to meet the Specifications and the foregoing acceptance criteria after one or more prior failures to meet the Specifications and the foregoing acceptance criteria, CANON shall have the right for a time period of [ * ] from receipt of such modified Deliverables to notify T/R in writing of its rejection thereof, and the reasons therefor, in which case CANON shall have the right either to (a) request T/R to further modify the Deliverables, in accordance with this Section 2.5, or (b) treat s...
Performance of Project. The collaborative research efforts of this Agreement will be conducted in the Field as described in the Proposal entitled "Liver Assist Device" attached hereto as Exhibit A. RI HOSPITAL shall use its best efforts during the term of this Agreement as set forth in Paragraph 13.01 to conduct research in the Field as described in the proposal. All research shall be under the supervision of the Principal Investigator. Any significant deviations from said proposal shall be discussed with and approved by GRACE. In the event of a conflict between this Agreement and the provisions of Exhibit A, the provisions of this Agreement shall control.
Performance of Project. Grantee shall perform its duties under this agreement in compliance with the terms, conditions, plans, specifications, estimates, procedures, maps, and assurances set forth in the Grant Application, which is incorporated herein as Exhibit A. Grantee will promptly submit reports to the LPD as may be requested.
Performance of Project. A. The Project shall be performed in such a manner so that it shall not unreasonably interfere with or be a source of danger to tracks, roadbeds, or other property of Commission, or use of the Property, generally. The Project shall also be performed in such a manner so that it shall not unreasonably interfere with or be a source of danger to persons present on the Property, or the safe operation of the railroad, trains or other activities on or adjacent to the Property. Agency shall obtain prior written approval from Commission and BNSF for any performance of the Project that may interfere with rail traffic or other uses on the Property beyond the scope and intent of this Agreement.
B. Agency shall ensure that the Project is performed in a skillful and competent manner, consistent with the standards employed by professionals in the State of California in the same discipline as the professionals performing Project. Agency represents and maintains that any contractor performing the Project will be skilled in the professional calling necessary to perform the Project, and will have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Project. Agency shall perform or shall cause to be performed, at no cost to Commission, any work or services necessary to correct errors or omissions which are caused by the failure of Agency or Agency’s contractor to comply with the standard of care provided for herein.
Performance of Project. The University and/or Principal Investigator together with ArTara and the CRO will conduct the Project in accordance with the Project Plan and will use all reasonable endeavors consistent with their expertise to successfully complete the Project. It is the goal of the Project to use the Program Data as clinical support for Product Regulatory Filings and to gain approval to commercialize the Product for the Indication in the Territory.
Performance of Project. You must carry out the Project:
Performance of Project. (a) MVSS shall provide those services required for performance of the Project as specified in the Project Description in accordance with applicable timelines and standards as may be set forth in said Project Description and shall comply with all applicable laws and regulations in providing such services.
(b) If MVSS or a Mayo Physician involved in the Project determines in his or her best medical judgment that medical concerns require reasonable alternatives and deviations from methods and procedures set forth in the Project Description, MVSS shall promptly report the alternatives and deviations to COMPANY.
(c) MVSS agrees that it will obtain any necessary consent from prospective patients and specimen donors in connection with performance of the Project. The parties further agree that each will comply with all applicable state and federal rules and regulations regarding confidentiality of health information, including but not limited to the Health Insurance Portability and Accountability Act of 1996, 45 C.F.R. Section 160 et seq. (“HIPAA”).
(d) The parties agree that in the event it becomes necessary to modify a Project Description, the parties shall negotiate in good faith a revised budget and amend Exhibit A accordingly in writing signed by each party. Exhibit A may be amended from time to time, by mutual written agreement, by the addition of particular Project Descriptions.
Performance of Project. The Parties will perform the Project in accordance with the workplan. * Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. Such portions are omitted from this filing and filed separately with the Securities and Exchange Commission.
