Role of JRC Sample Clauses

Role of JRC. The JRC will be responsible for (i) the overall management of the Research Program, and for approving changes and updates to the Research Plan, (ii) the monitoring, reviewing and recording of the progress of the Research Program, (iii) setting, and monitoring the spending against, the budget for Research Program Costs, as set forth in the Research Plan, (iv) facilitating the prosecution of the Product Specific Patents in accordance with Article 9 below. In addition, the JRC will provide a forum for discussion and review of BMS’ key Development activities with respect to the Compounds as set forth in the Development Plan and in updates to the Development Plan. As needed, the JRC shall establish subcommittees and working groups that will report to the JRC to further the objectives of the Research Program.
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Role of JRC. The JRC will be responsible for (i) the overall management of the Preclinical Development Program, and for approving changes and updates to the Preclinical Plan, (ii) the monitoring, reviewing and recording of the progress of the Preclinical Development Program, (iii) setting, and monitoring the spending against the Budget for Preclinical Development Program Costs, as set forth in the Preclinical Plan, and (iv) facilitating the prosecution of the Product Specific Patents in accordance with Article 9 below. As needed, the JRC shall establish subcommittees and working groups that will report to the JRC to further the objectives of the Preclinical Development Program.
Role of JRC. The JRC will be responsible for (i) the overall management of the Research Program, and for approving changes and updates to the Research Plan (as set forth in Section 3.3), (ii) the monitoring, reviewing and recording of the progress of the Research Program, (iii) setting, and monitoring the spending against, the Budget for Research Program Costs (as set forth in Section 3.4), (iv) selecting Compounds to be made and tested in the conduct of the Research Program and (v) facilitating during the Research Term the prosecution of the Product Specific Patents in accordance with Article 9 below. As needed, the JRC shall establish subcommittees and working groups that will report to the JRC to further the objectives of the Research Program.
Role of JRC. The JRC’s role as a forum for exchanging information shall consist of (a) conferring regularly regarding Licensor Know-How relating to Compounds or Follow-On Compounds, (b) conferring regularly regarding the status of preclinical testing of Follow-On Compounds, (c) reviewing data regarding Follow-On Compounds, and considering and advising on any technical issues that arise with respect to Follow-On Compounds and (d) addressing such other matters relating to Licensor’s provision of Follow-On Compounds pursuant to Section 3.6 and Merck’s testing thereof as either Party may bring before the JRC. The JRC shall not have any supervisory or decision making authority. Licensor shall use Commercially Reasonable Efforts to incorporate guidance provided by Merck’s JRC representatives regarding the desired properties of Follow-On Compounds in synthesizing or otherwise identifying Follow-On Compounds to be delivered by Licensor pursuant to Section 3.6 after such time as Licensor receives such guidance.
Role of JRC. The JRC will be responsible for: (i) overseeing the progress of Research for the Target Programs under the Research Plans and the activities of the JPTs, (ii) providing guidance on overall strategy, priorities, and decisions for each Target Program up until the Collaboration Compound achieves [***] as set forth in the applicable Research Plan, (iii) serving as a forum for exchanging information and facilitating discussions regarding the conduct of each Target Program, (iv) reviewing and approving amendments to the Research Plans, (v) reviewing and discussing Research Reports prepared by the JPT in accordance with Section 2.8, (vi) ensuring that Research for each Target Program remains on track according to terms and goals in this Agreement and the applicable Research Plan, (vii) discussing and reviewing the [***] and material data and Information provided by the JPT to the JRC in accordance with Section 2.3(b), (viii) discussing and reviewing the [***] and material data and Information provided by the JPT to the JRC in accordance with Section 2.3(c), (ix) discussing and reviewing the [***] and material data and Information provided by the JPT to the JRC in accordance with Section 2.3(d), ​ (x) evaluating and determining whether [***] have been achieved in accordance with Section 2.3(b), Section 2.3(c) and Section 2.3(d), (xi) reviewing each Progress Update provided by Blueprint in accordance with Section 14.1(b), if applicable, (xii) monitoring each Party’s progress against the Target Program Cost Cap, (xiii) attempting to resolve issues on matters within the JRC’s authority on an informal basis and [***] prior to the institution of escalation or other formal dispute resolution mechanisms hereunder, and (xiv) carrying out such other responsibilities as expressly delegated to the JRC as set forth in this Agreement or as may be mutually agreed by the Parties from time to time or establishing other Committees to perform such other functions as appropriate. For the avoidance of doubt, following the Option Exercise Date for the relevant Target Program (unless otherwise expressly contemplated by this Agreement) and completion of the activities under the Research Plan for such Target Program, the JRC will have no oversight, control or authority with respect to the applicable Licensed Target Program.
Role of JRC. The JRC shall meet regularly as determined by the JJESC to evaluate jobs referred to it by the JJESC. Two (2) members or alternates representing each party must be present for evaluations to be conducted. The members of the committee will participate in training as mandated by the JJESC, apply the JE system and document results, and seek clarification from incumbents and their immediate Supervisors where there is insufficient information to agree on the rating of a job, using a consistent and fair procedure. All rating decisions will be made by consensus, that is, all members must be able to live with and defend rating decisions. Any failure to reach consensus will be referred to the JJESC.
Role of JRC. The JRC will be responsible for (i) the overall management of the Research Programs, and for approving amendments to the Research Plan (as set forth in Section 3.4), (ii) the monitoring, reviewing and assessing the progress of the Research Programs, (iii) setting, and monitoring the spending against, the Budget for Research Programs costs, (iv) evaluating and determining whether a Compound delivered by Ambrx has met the PCC Criteria for a Research Program, and (v) nominating the Evaluation Compounds, discussing and evaluating the performance of the Evaluation Compounds and designating the Initial Compound, discussing and evaluating the Initial Research Program, a New Program or Replacement Program and approving and adopting appropriate amendments of the Research Plan for such New Program or Replacement Program. As needed, the JRC shall establish subcommittees and working groups that will report to the JRC to further the objectives of the Research Programs.
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Related to Role of JRC

  • Information: miscellaneous The Owner must supply to the Facility Agent, in electronic form by email attachments or hard copy (and, if in hard copy, in sufficient copies for all of the Lenders), subject to any duty of confidentiality which it may have to third parties (whom it will promptly approach in order to seek any necessary consents where applicable): (a) copies of all documents despatched by it to its creditors (other than trade creditors) generally or any class of them at the same time as they are despatched; (b) copies of all reports provided to the Owner by the Manager pursuant to the Management Agreement, in each case, within five (5) Business Days of receipt of such report by the Owner and if, in the opinion of the Facility Agent (acting reasonably), any additional technical report is necessary, the Owner will procure such report; (c) as soon as reasonably practicable on becoming aware of them, details of any litigation, arbitration or administrative proceedings which are current, pending or, to the best of its knowledge and belief, threatened against it and which, in each case, would have a Material Adverse Effect (in the opinion of the Facility Agent acting on the instructions of the Majority Lenders); (d) as soon as reasonably practicable on request, such further information, in electronic form by email attachments or hard copy (and, if in hard copy, in sufficient copies for all of the Lenders), regarding the financial condition and operations of the Owner or regarding any matter relevant to, or to any provision of, a Finance Document as the Facility Agent may reasonably request; (e) as soon as reasonably practicable on becoming aware of them, details of any event or circumstance which is a Force Majeure Event; (f) promptly on becoming aware of them, details of any event which has a Material Adverse Effect; (g) as soon as they are available, copies of any notice of default, termination, material dispute or claim (including notices provided by the Charterer under the terms of a Drilling Charter) made against it under the Shipbuilding Contract, the Drilling Charter, any Refund Guarantee or under the Owner’s Shipbuilding Contract Guarantee or affecting the Vessel together with details of any action it proposes to take in relation to the same and notice of any charterhire reduction or proposed charterhire reduction under the terms of a Drilling Charter; (h) as soon as they are available, copies of any notice of default, termination or material claim made against it under the Management Agreement together with details of any action it proposes to take in relation to the same and, upon becoming aware of the same, notification of any strikes or industrial action taken or proposed to be taken by the Manager or its employees, subcontractors or personnel from time to time which has or may reasonably be expected to have a Material Adverse Effect; (i) promptly on becoming aware of them, details of any damage to or destruction of the Vessel or any breakdown of any part of the Vessel, where the cost of repair or reinstatement is likely to exceed US$10,000,000 or where the cumulative cost of repair or reinstatement of damage to or destruction of the Vessel during the previous six months is likely to exceed US$10,000,000; (j) promptly on becoming aware of them, details of any proposal for an amendment or waiver of a Related Contract other than amendments or waivers of an administrative or non-material nature; and (k) upon request by the Facility Agent, copies of all Transaction Authorisations (if any) obtained by it.

  • Printing of Agreement The parties will mutually share the cost of printing this Agreement.

  • LOCATION AND DESCRIPTION The subject property is situated about 5 kilometres north-west of PJ new town. The subject property compromises of a serviced apartment unit identified Developer’s Parcel No. 28-20, Type C1-B, Storey No. 28, The Arcuz @ Kelana Jaya, Phase 3 bearing postal address of Xxxx Xx. 00-00, The Arcuz @ Kelana Jaya, Xxxxx XXX 0X/0X, 00000 Xxxxxxxx Xxxx, Xxxxxxxx. The property will be sold on an “as is where is” basis and subject to a reserve price of RM620,000.00 (RINGGIT MALAYSIA SIX HUNDRED TWENTY THOUSAND ONLY) only and subject to the Conditions of Sale and by way of an Assignment from the above Assignee subject to consent being obtained by the successful bidder ('the Purchaser") from the Developer and other relevant authorities, if any, is required, including all terms, conditions, stipulations and covenants which were and may be imposed by the Developer and the relevant authority. All expenses incurred in obtaining the said consent shall be borne by the Purchaser. Any arrears of quit rent, assessment, service/maintenance charges and sinking fund (including the late penalty interest) which may be lawfully due to any relevant authority or the Developer or Proprietor or relevant third parties entitled thereto up to the date of successful sale of the subject property shall be borne out of the purchase price. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser and shall also bear all risks in relation to the purchase of the Property. The sale of the subject property may be subjected to any prevailing tax imposed by the Government of Malaysia. In such event where prevailing tax is payable, it shall be paid by the Purchaser in addition to the purchase price payable by the Purchaser. All intending bidders are required to deposit 10% of the fixed reserve price by bank draft or cashier’s order crossed “A/C Payee only” in favour of OCBC BANK (MALAYSIA) BERHAD prior to the sale with undermentioned Auctioneer and the balance purchase price to be settled within one hundred and twenty (120) days from the date of auction sale to the Assignee. To get a copy of the Conditions of Sale and any further particulars, please contact Messrs Ho, Loke & Koh Solicitors for the Assignee herein whose address is at X-0-0, Xxxxx Xxxxxx 0, 000, Xxxxx Xxx Xxxxx, 00000 Xxxxx Xxxxxx, Xxxxxxxx (Ref.: PLEASE ADVICE, Tel.: 00-0000 0000, Fax: 00- 0000 0000) or the undermentioned Auctioneer at the address below. Suite C-20-3A, Level 20, Block C, Megan Avenue II, / XXXXX XXXXX BIN XXXXXX 00, Xxxxx Xxx Xxxx Xxxx, 50450 Kuala Lumpur (Licensed Auctioneers) Tel No.: 00-0000 0000 Fax No.: 00-0000 0000 Our Ref:UMI/OCBC1396/HLK Website: xxx.xxxxxxxxxxxxxxxx.xxx E-mail: xxxx@xxxxxxxxxxxxxxxx.xxx

  • Documentation and Record Keeping 1. Records to be Maintained Subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR 570.506 that are pertinent to the activities to be funded under this Contract. Such records shall include, but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets the one of the National Objectives of the CDBG program; c. Records required to determine the eligibility of activities; d. Records required to document the acquisition, improvement, use, or disposition of real property acquired or improved with CDBG assistance; e. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; f. Financial records as required by federal regulations 24 CFR 570.502, and 24 CFR 84.21-28; and g. Other records necessary to document compliance with Subpart K of 23 CFR.

  • Issue Description Execution Registration and Exchange of Notes SECTION 2.1. DESIGNATION, AMOUNT AND ISSUE OF NOTES. The Notes shall be designated as "6 3/4% Convertible Subordinated Notes due 2009." Notes not to exceed the aggregate principal amount of $37,285,000 upon the execution of this Indenture, or (except pursuant to Sections 2.5, 2.6, 3.3, 15.2 and 16.2) from time to time thereafter, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes upon the written order of the Company, signed by the Company's (a) President, Executive Vice President or any Vice President (whether or not designated by a word or words added after the title "Vice President") and (b) Treasurer or Assistant Treasurer or its Secretary or any Assistant Secretary, without any further action by the Company hereunder other than the provision to the Trustee of an Officer's Certificate and Opinion of Counsel.

  • Transactions Requiring Disclosure to FINRA 2.17.1 Finder’s Fees. There are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Insider with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or to the Company’s knowledge, assuming reasonable inquiry, any Insider that may affect the Underwriters’ compensation, as determined by FINRA.

  • CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION LICENSE AGREEMENT PAGE 7

  • CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION Schedule A to Arbitration Agreement

  • Miscellaneous Transactions (A) PFPC Trust is authorized to deliver or cause to be delivered Property against payment or other consideration or written receipt therefor in the following cases: (1) for examination by a broker or dealer selling for the account of a Portfolio in accordance with street delivery custom; (2) for the exchange of interim receipts or temporary securities for definitive securities; and (3) for transfer of securities into the name of the Fund on behalf of a Portfolio or PFPC Trust or a sub-custodian or a nominee of one of the foregoing, or for exchange of securities for a different number of bonds, certificates, or other evidence, representing the same aggregate face amount or number of units bearing the same interest rate, maturity date and call provisions, if any; provided that, in any such case, the new securities are to be delivered to PFPC Trust. (B) unless and until PFPC Trust receives Oral Instructions or Written Instructions to the contrary, PFPC Trust shall: (1) pay all income items held by it which call for payment upon presentation and hold the cash received by it upon such payment for the account of each Portfolio; (2) collect interest and cash dividends received, with notice to the Fund, to the account of each Portfolio; (3) hold for the account of each Portfolio all stock dividends, rights and similar securities issued with respect to any securities held by PFPC Trust; and (4) execute as agent on behalf of the Fund all necessary ownership certificates required by the Internal Revenue Code or the Income Tax Regulations of the United States Treasury Department or under the laws of any state now or hereafter in effect, inserting the Fund's name, on behalf of a Portfolio, on such certificate as the owner of the securities covered thereby, to the extent it may lawfully do so.

  • Governing Law Miscellaneous This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.

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