Scope of Transition Plan Sample Clauses

Scope of Transition Plan. Within [***] days after the Execution Date, or in the case of a Global AT3 Licensed Product other than ALN-AT3, within [***] days CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. after the Implementation Date, the Parties shall prepare and deliver to the JTT a draft plan for the transition of the Development and Commercialization of the Global AT3 Licensed Product from Alnylam to Genzyme (a “Transition Plan”), a high-level outline of which is attached hereto as Exhibit A. Promptly following the delivery of such draft Transition Plan to the JTT (and in any event no later than [***] days following such delivery), the JTT shall finalize the Transition Plan and such Transition Plan shall be incorporated into this Agreement by reference and shall replace Exhibit A hereto. The Transition Plan for each Global AT3 Licensed Product will require Alnylam to, as soon as reasonably practicable following the Implementation Date with respect to such Global AT3 Licensed Product: (a) [***]. The Transition Plan for each Global AT3 Licensed Product will also describe any Development and Commercialization (including with respect to medical affairs activities) activities with respect to such Global AT3 Licensed Product that Alnylam is required to perform as requested by Genzyme and mutually agreed upon by the Parties (“Execution Activities” and together with the Transfer Activities, the “Transition Activities”) as further described in Section 2.2.3 (Support of Global Development and Commercialization) below. [***]. With respect to Alnylam employees having experience or expertise relevant to the Development or Commercialization of the Global AT3 Licensed Products as conducted prior to the Effective Date, Alnylam shall (i) commit a sufficient portion of such employee’s working hours to enable the completion of the activities set forth in the Transition Plan for the Global AT3 Licensed Products in accordance with the timeline set forth in such Transition Plan and (ii) make such employees available to Genzyme at Genzyme’s reasonable request until the obligations in such Transition Plan with respect to which such employee has responsibilities are completed.
Sample 1
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Scope of Transition Plan. Within [***] days after the Execution Date, or in the case of a Global AT3 Licensed Product other than ALN-AT3, within [***] days after the Implementation Date, the Parties shall prepare and deliver to the JTT a draft plan for the transition of the Development and Commercialization of the Global AT3 Licensed Product from Alnylam to Genzyme (a “Transition Plan”), a high-level outline of which is attached hereto as Exhibit A (with respect to Global AT3 Licensed Products other than the [***] Research Product) and Exhibit B (with respect to the [***] Research Product) Promptly following the delivery of such draft Transition Plan to the JTT (and in any event no later than [***] days following such delivery), the JTT shall finalize the Transition Plan and such Transition Plan shall be incorporated into this Agreement by reference and shall replace Exhibit A or Exhibit B hereto (as applicable). The Transition Plan for each Global AT3 Licensed Product will require Alnylam to, as soon as reasonably practicable following the Implementation Date with respect to such Global AT3 Licensed Product: (a) [***]. The Transition Plan for each Global AT3 Licensed Product will also describe any Development and Commercialization (including with respect to medical affairs activities) activities with respect to such Global AT3 Licensed ACTIVE/100404760.2 Product that Alnylam is required to perform as requested by Genzyme and mutually agreed upon by the Parties (“Execution Activities” and together with the Transfer Activities, the “Transition Activities”) as further described in Section 2.2.3 (Support of Global Development and Commercialization) below. [***] With respect to Alnylam employees having experience or expertise relevant to the Development or Commercialization of the Global AT3 Licensed Products as conducted prior to the Original Agreement Effective Date, Alnylam shall (i) commit a sufficient portion of such employee’s working hours to enable the completion of the activities set forth in the Transition Plan for the Global AT3 Licensed Products in accordance with the timeline set forth in such Transition Plan and (ii) make such employees available to Genzyme at Genzyme’s reasonable request until the obligations in such Transition Plan with respect to which such employee has responsibilities are completed.
Sample 1

Related to Scope of Transition Plan

  • Scope of Traffic prescribes parameters for Interconnection Trunks used for Interconnection pursuant to Sections 2 through 4 of this Attachment.

  • Effective Date of Transfer Certificate A Transfer Certificate becomes effective on the date, if any, specified in the Transfer Certificate as its effective date Provided that it is signed by the Agent under Clause 26.3 on or before that date.

  • Effective Date of Transfer Any assignment of a Limited Partner's Interest or Special Limited Partner's Interest pursuant to Section 12.1 shall become effective as of the first day of the calendar month in which the last of the conditions to such assignment are satisfied.

  • Description of Transaction 1.1 Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).

  • DESCRIPTION OF TRANSFER Categories of data subjects whose personal data is transferred Categories of personal data transferred Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures. The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis). Nature of the processing Purpose(s) of the data transfer and further processing The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

  • Effect of Transfer Certificate A Transfer Certificate takes effect in accordance with English law as follows: (a) to the extent specified in the Transfer Certificate, all rights and interests (present, future or contingent) which the Transferor Lender has under or by virtue of the Finance Documents are assigned to the Transferee Lender absolutely, free of any defects in the Transferor Lender’s title and of any rights or equities which the Borrower or any Security Party had against the Transferor Lender; (b) the Transferor Lender’s Commitment is discharged to the extent specified in the Transfer Certificate; (c) the Transferee Lender becomes a Lender with the Contribution previously held by the Transferor Lender and a Commitment of an amount specified in the Transfer Certificate; (d) the Transferee Lender becomes bound by all the provisions of the Finance Documents which are applicable to the Lenders generally, including those about pro-rata sharing and the exclusion of liability on the part of, and the indemnification of, the Agent and the Security Trustee and, to the extent that the Transferee Lender becomes bound by those provisions (other than those relating to exclusion of liability), the Transferor Lender ceases to be bound by them; (e) any part of the Loan which the Transferee Lender advances after the Transfer Certificate’s effective date ranks in point of priority and security in the same way as it would have ranked had it been advanced by the transferor, assuming that any defects in the transferor’s title and any rights or equities of the Borrower or any Security Party against the Transferor Lender had not existed; (f) the Transferee Lender becomes entitled to all the rights under the Finance Documents which are applicable to the Lenders generally, including but not limited to those relating to the Majority Lenders and those under Clause 5.7 and Clause 20, and to the extent that the Transferee Lender becomes entitled to such rights, the Transferor Lender ceases to be entitled to them; and (g) in respect of any breach of a warranty, undertaking, condition or other provision of a Finance Document or any misrepresentation made in or in connection with a Finance Document, the Transferee Lender shall be entitled to recover damages by reference to the loss incurred by it as a result of the breach or misrepresentation, irrespective of whether the original Lender would have incurred a loss of that kind or amount. The rights and equities of the Borrower or any Security Party referred to above include, but are not limited to, any right of set off and any other kind of cross-claim.

  • Execution of Transactions (a) In executing transactions for the Assets, selecting brokers or dealers and negotiating any brokerage commission rates, the Sub-Adviser will use its best efforts to seek best execution. In assessing best execution available for any portfolio transaction, the Sub-Adviser will consider all factors it deems relevant including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of any commission for the specific transaction and for transactions executed through the broker or dealer in the aggregate. In selecting brokers or dealers to execute a particular transaction and in evaluating the best overall terms available, to the extent that the execution and price offered by more than one broker or dealer are comparable the Sub-Adviser may consider any brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Sub-Adviser or to CSAM for use on behalf of the Fund or other clients of the Sub-Adviser or CSAM. (b) It is understood that the services of the Sub-Adviser are not exclusive, and nothing in this Agreement shall prevent the Sub-Adviser from providing similar services to other investment companies or from engaging in other activities, provided that those activities do not adversely affect the ability of the Sub-Adviser to perform its services under this Agreement. The Fund and CSAM further understand and acknowledge that the persons employed by the Sub-Adviser to assist in the performance of its duties under this Agreement will not devote their full time to that service. Nothing contained in this Agreement will be deemed to limit or restrict the right of the Sub-Adviser or any affiliate of the Sub-Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature, provided that doing so does not adversely affect the ability of the Sub-Adviser to perform its services under this Agreement. (c) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other investment advisory clients of the Sub-Adviser, the Sub-Adviser may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in a manner that is fair and equitable, in the judgment of the Sub-Adviser, in the exercise of its fiduciary obligations to the Fund and to such other clients. The Fund recognizes that the effect of the aggregation may operate on some occasions to the Fund's advantage or disadvantage. The Sub-Adviser shall provide to CSAM and the Fund all information reasonably requested by CSAM and the Fund relating to the decisions made by the Sub-Adviser regarding allocation of securities purchased or sold, as well as the expenses incurred in a transaction, among the Fund and the Sub-Adviser's other investment advisory clients. (d) In connection with the purchase and sale of securities for the Fund, the Sub-Adviser will provide such information as may be reasonably necessary to enable the custodian and co-administrators to perform their administrative and recordkeeping responsibilities with respect to the Fund.

  • Order of Completion of Transactions The transactions provided for in Article II and Article III of this Agreement shall be completed immediately following the Effective Time in the following order: first, the transactions provided for in Article II shall be completed in the order set forth therein; and second, following the completion of the transactions provided for in Article II, the transactions provided for in Article III, if they occur, shall be completed.

  • Definition of Transfer A transfer is a change in the employee's work location and supervision to a position of equal classification.

  • Terms of Transfer Upon the transfer referred to in Section 6.1 becoming effective: (a) Project Co and the Authority will be released from their obligations under the Project Agreement to each other, including with respect to indemnification under the Project Agreement whether arising prior to or after such transfer (the “Discharged Obligations”); (b) the Suitable Substitute Project Co and the Authority will assume obligations which are substantially similar to the Discharged Obligations, but owed to or assumed by the Suitable Substitute Project Co instead of Project Co; (c) the rights of Project Co against the Authority under the Project Agreement and vice versa (the “Discharged Rights”) will be cancelled; (d) the Suitable Substitute Project Co and the Authority will acquire rights against each other which differ from the Discharged Rights only insofar as they are exercisable by or against the Suitable Substitute Project Co instead of Project Co; (e) any subsisting ground for termination of the Project Agreement by the Authority will be deemed to have no effect and any subsisting Termination Notice will be automatically revoked; (f) the Authority will enter into a lenders’ remedies agreement with the Suitable Substitute Project Co and a representative of Senior Lenders lending to the Suitable Substitute Project Co on substantially the same terms as this Agreement; and (g) any Deductions that arose prior to that time will not be taken into account after the transfer for the purposes of Sections 11.1(b) and 12.1(h) of the Project Agreement and Sections 6.7 and 6.8 of Schedule 4 to the Project Agreement.

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