Responsibilities; Decision-Making Sample Clauses

Responsibilities; Decision-Making. (a) Within thirty (30) days of the Effective Date, each Party will appoint a patent representative as the point person to manage that Party’s review and comment on (a) Patent Rights being prepared, filed, prosecuted and maintained subject to the provisions in this Article 13 and (b) materials for publications, subject to the provisions in Section 14.6 (the “Patent Representative”). Each Party shall be permitted to appoint a new Patent Representative CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. TRIPLE ASTERISKS [***] DENOTE OMISSIONS. 55 upon written notice to the other Party. The Patent Representatives will meet on a regular basis at a frequency to be agreed from time to time by the Patent Representatives, but no less than twice per year, and will (i) determine by mutual agreement in accordance with the principles set forth in Section 13.3.2 whether intellectual property arising out of activities performed under the Collaboration Programs are Product-Specific Technology, AGTC Improved Technology, Joint Improved Technology, Joint Platform Improvement Technology or Biogen Platform Improvement Technology, (ii) determine by mutual agreement, as required under Section 13.4.2(a)(ii), whether any applicable AGTC Patent Right, Joint Platform Improvement Patent Right or Biogen Platform Improvement Patent Right contains at least one claim that Covers the Development, Manufacture, Commercialization or use of any Licensed Product, (iii) determine by mutual agreement whether intellectual property that comes into the Control of AGTC or its Affiliates during the Term falls within the definition of the AGTC Platform, (iv) determine by mutual agreement to update Schedule 1.22-1, Schedule 1.22-2, Schedule 1.23, Schedule 1.40, Schedule 1.212 or Schedule 4.2.1, (v) coordinate as reasonably necessary or useful to achieve the greatest degree of patent coverage and to avoid creating potential issues in prosecution of the Product-Specific Patent Rights and the applicable AGTC Patent Rights, Biogen Patent Rights and Joint Patent Rights and (vi) facilitate the exchange of information between the Parties in matters related to intellectual property.
Sample 1
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Responsibilities; Decision-Making. (a) Within thirty (30) days of the Effective Date, each Party will appoint a patent representative as the point person to manage that Party’s review and comment on (a) Patent Rights being prepared, filed, prosecuted and maintained subject to the provisions in this Article 13 and (b) materials for publications, subject to the provisions in Section 14.6 (the “Patent Representative”). Each Party shall be permitted to appoint a new Patent Representative upon written notice to the other Party. The Patent Representatives will meet on a regular basis at a frequency to be agreed from time to time by the Patent Representatives, but no less than twice per year, and will (i) determine by mutual agreement in accordance with the principles set forth in Section 13.3.2 whether intellectual property arising out of activities performed under the Collaboration Programs are Product-Specific Technology, AGTC Improved Technology, Joint Improved Technology, Joint Platform Improvement Technology or Biogen Platform Improvement Technology, (ii) determine by mutual agreement, as required under Section 13.4.2(a)(ii), whether any applicable AGTC Patent Right, Joint Platform Improvement Patent Right or Biogen Platform Improvement Patent Right contains at least one claim that Covers the Development, Manufacture, Commercialization or use of any Licensed Product, (iii) determine by mutual agreement whether intellectual property that comes into the Control of AGTC or its Affiliates during the Term falls within the definition of the AGTC Platform, (iv) determine by mutual agreement to update Schedule 1.22-1, Schedule 1.22-2, Schedule 1.23, Schedule 1.40, Schedule 1.212 or Schedule 4.2.1, (v) coordinate as reasonably necessary or useful to achieve the greatest degree of patent coverage and to avoid creating potential issues in prosecution of the Product-Specific Patent Rights and the applicable AGTC Patent Rights, Biogen Patent Rights and Joint Patent Rights and (vi) facilitate the exchange of information between the Parties in matters related to intellectual property.
Sample 1

Related to Responsibilities; Decision-Making

  • Decision-Making The JDC shall make decisions unanimously, with each Party’s representatives collectively having one (1) vote and at least one (1) representative from each Party participating in such decision. In the event the JDC determines that it cannot reach an agreement regarding a decision within the JDC’s authority, then, within *** Business Days after such determination: (a) for any matter that is not a Critical Issue *** shall have the final decision making authority on such matter; and (b) for any matter that is a Critical Issue, the matter shall be referred to FivePrime’s Chief Executive Officer (or designee) and HGS’ Chief Executive Officer (or designee) for resolution. If such executives cannot resolve the matter within *** Business Days, then the Chief Executive Officer of *** (or designee) shall have the final decision making authority on such matter. Notwithstanding the foregoing, the Development Plan shall not be amended, without FivePrime’s prior written approval (which approval may be withheld in FivePrime’s sole discretion), to: (i) increase or materially change the nature of FivePrime-Conducted Trials or Other FivePrime-Conducted Activities; or (ii) require FivePrime to continue any FivePrime-Conducted Trial if FivePrime, in its reasonable judgment, decides not to continue such trial for any business, scientific, safety, efficacy, enrollment or ethical reason, provided that, in the event FivePrime so decides to discontinue such trial, HGS shall have no further obligation to reimburse FivePrime under Section 4.2(d) except with respect to costs *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. already incurred by FivePrime prior to such discontinuation and any and all standard close out costs incurred thereafter, and HGS shall have the right to continue such trial by itself at its expense. When *** make a final determination under this Section 3.4, that final determination must be consistent with the terms of this Agreement.

  • Independent Decision The Investor is not relying on the Issuer or on any legal or other opinion in the materials reviewed by the Investor with respect to the financial or tax considerations of the Investor relating to its investment in the Shares. The Investor has relied solely on the representations and warranties, covenants and agreements of the Issuer in this Agreement (including the exhibits and schedules hereto) and on its examination and independent investigation in making its decision to acquire the Shares.

  • Responsibilities of Sub-Adviser In carrying out its obligations under this Agreement, the Sub-Adviser agrees that it will:

  • Independent Due Diligence and Decision Making Each Consenting Stakeholder hereby confirms that its decision to execute this Agreement has been based upon its independent investigation of the operations, businesses, financial and other conditions, and prospects of the Company Parties.

  • Delegation of Responsibilities The Advisor is authorized to delegate any or all of its rights, duties and obligations under this Agreement to one or more sub-advisors, and may enter into agreements with sub-advisors, and may replace any such sub-advisors from time to time in its discretion, in accordance with the 1940 Act, the Advisers Act, and rules and regulations thereunder, as such statutes, rules and regulations are amended from time to time or are interpreted from time to time by the staff of the Securities and Exchange Commission ("SEC"), and if applicable, exemptive orders or similar relief granted by the SEC and upon receipt of approval of such sub-advisors by the Board of Trustees and by shareholders (unless any such approval is not required by such statutes, rules, regulations, interpretations, orders or similar relief).

  • Responsibilities of Adviser Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement:

  • Claim Decision Upon receipt of such claim, the Plan Administrator shall respond to such claimant within ninety (90) days after receiving the claim. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional ninety (90) days for reasonable cause by notifying the claimant in writing, prior to the end of the initial ninety (90) day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision. If the claim is denied in whole or in part, the Plan Administrator shall notify the claimant in writing of such denial. The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

  • Independent Credit Decisions Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder.

  • Servicer's Responsibilities In addition to any other obligations set forth herein, upon acquisition of each REO, the Servicer shall be responsible for:

  • Responsibilities of the Parties 7.1. Rostelecom and the User bear responsibility for non-fulfillment or improper fulfillment of their responsibilities in the Agreement in accordance with the current law of the Russian Federation, (including the Regulations) and the Agreement.

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