Takeda Obligations Sample Clauses

Takeda Obligations. No later than [***] of each Calendar Year, Takeda will provide to Licensee a reasonably detailed written report of the material Commercialization activities it has performed, or caused to be performed, since the preceding report, its Commercialization activities performed and the future activities it expects to initiate with respect to any TAK-385 Licensed Product. Each such report will contain sufficient detail to enable Licensee to assess Takeda’s compliance with its obligations set forth in Section 7.2 (Commercialization Diligence Obligations) and will include a rolling [***] year forecast of estimated Net Sales for TAK-385 Licensed Products.
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Takeda Obligations. Except in the case of termination under Section 15.6, as otherwise expressly set forth in this Article XV or TBIL’s written request otherwise, Takeda shall continue to perform all its obligations under this Agreement with respect to the Development and Commercialization of Products after providing (or receiving) written notice of termination (or agreement to terminate if termination is pursuant to Section 15.2) until the effective date of termination (including its obligation to be responsible for certain of the TBIL Internal Costs and TBIL’s and its Affiliates’ Third Party Expenses hereunder), subject to Section 15.8(a)(vi) with respect to any Ongoing Trials, provided that [***], including any activities ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. which are planned to be initiated during the applicable notice period [***]. In the event that this Agreement is terminated by Takeda pursuant to Section 15.6, the Parties shall immediately begin winding down all activities hereunder at Takeda’s direction and Takeda shall be solely responsible for Third Party Expenses incurred by or on behalf of the Parties and its Affiliates in winding down the activities hereunder. Takeda shall have no obligation to make any Development, Regulatory Approval, or First Commercial Sale Milestone Payments following notice of termination to TBIL.
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Takeda Obligations. Except as provided in Section 8.5(a), Takeda will be solely responsible for all amounts owed to Third Parties after the Effective Date pursuant to [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. any future license or technology acquisition agreement under which Takeda obtains rights to Third Party Patents or Information related to the Development and Commercialization of the Product by Takeda, its Affiliates and their respective sublicensees in the Licensed Territory under this Agreement.
Sample 1
Takeda Obligations. Subject to Takeda’s termination right under Section 13.2, Takeda shall use Commercially Reasonable and Diligent Efforts to actively Develop and obtain Regulatory Approval for at least one Collaboration Product selectively binding to and acting through each applicable Collaboration Target and, following such Regulatory Approval, to maximize Net Sales of such Collaboration Product.
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Related to Takeda Obligations

  • Valid Obligations The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary corporate action and each represents a legal, valid and binding obligation of Borrower and is fully enforceable according to its terms, except as limited by laws relating to the enforcement of creditors' rights.

  • Third Party Obligations Executive acknowledges that the Company from time to time may have agreements with other persons or entities which impose obligations or restrictions on the Company regarding development-related work made during the course of work thereunder or regarding the confidential nature of such work. Executive agrees to be bound by all such obligations and restrictions and to take all action necessary to discharge the obligations of the Company.

  • Specific Obligations Without limiting the generality of Section 3.1 or the requirements of any other provision of this Agreement, Contractor shall:

  • Development Obligations You agree to do each of the following:

  • Royalty Obligations Part 2.7(e) of the Disclosure Schedule contains a complete and accurate list and summary of all royalties, fees, commissions, and other amounts payable by the Seller to any Person (other than sales commissions paid to employees according to the Seller’s standard commissions plan) upon or for the sale, or distribution of any Seller Product or the use of any Seller IP.

  • Supply Obligations Upon Licensor’s request, AbbVie shall either (a) to the extent allowable under such agreements, assign to Licensee or its Affiliates the portion of AbbVie’s agreement(s) with its Third Party manufacturing provider related to the Terminated Antibodies, Terminated Products and placebo used in connection therewith, or alternatively, use Commercially Reasonable Efforts to facilitate Licensor’s entering into a direct supply agreement with such Third Party manufacturing provider of the Terminated Antibodies, Terminated Products and placebo used in connection therewith on comparable terms to those between AbbVie and such Third Party manufacturing provider (in each case assuming AbbVie is then obtaining supply of Terminated Antibodies, Terminated Products or placebo used in connection therewith from a Third Party manufacturing provider) and (b) to the extent AbbVie or its Affiliate is producing its own supply of the Terminated Product, Terminated Antibody or placebo, use Commercially Reasonable Efforts to supply to Licensor the Terminated Antibodies and/or Terminated Products and placebo as requested by Licensor, to the extent reasonably necessary for Licensor’s continued Development and Commercialization of such Terminated Antibodies and/or Terminated Products, until the date on which Licensor notifies AbbVie in writing that Licensor has secured an alternative manufacturer for the Terminated Antibodies and/or Terminated Products, but in no event more for than [***] after the effective date of any expiration or termination of this Agreement. In the case of (b), Licensor shall pay to AbbVie a transfer price for the materials supplied equal to the Manufacturing Cost thereof. Without limiting the foregoing, in either case Licensor shall additionally have the right to immediately have AbbVie commence the transfer of the Manufacturing Process to Licensor or its designee, with such transfer to be carried out in accordance with the terms of Section 3.5.3, applied mutatis mutandis. *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

  • ERISA Obligations All Employee Plans of the Borrower meet the minimum funding standards of Section 302 of ERISA and 412 of the Internal Revenue Code where applicable, and each such Employee Plan that is intended to be qualified within the meaning of Section 401 of the Internal Revenue Code of 1986 is qualified. No withdrawal liability has been incurred under any such Employee Plans and no “Reportable Event” or “Prohibited Transaction” (as such terms are defined in ERISA), has occurred with respect to any such Employee Plans, unless approved by the appropriate governmental agencies. The Borrower has promptly paid and discharged all obligations and liabilities arising under the Employee Retirement Income Security Act of 1974 (“ERISA”) of a character which if unpaid or unperformed might result in the imposition of a Lien against any of its properties or assets.

  • Joint Obligations The following shall apply with equal force to Seller and Buyer:

  • Client Obligations The Client shall supply and deliver to the Consultant all documentation and information relating to the Client and the Client’s business as may be reasonably requested by the Consultant in connection with the performance of the Services by the Consultant. Such information and documentation shall, to the best of the Client’s knowledge, be accurate and complete in all material respects at the time furnished. The Client will promptly notify the Consultant if it learns of any material misstatement in, or material omission from, any information previously delivered to Consultant. The Consultant may rely, without independent verification, on the accuracy and completeness of all information furnished by the Client. The Client understands that the Consultant shall not be liable for independently verifying the accuracy of such information and shall not be liable for any inaccuracies therein.

  • Exit Obligations Upon (i) voluntary or involuntary termination of Employee’s employment or (ii) the Company’s request at any time during Employee’s employment, Employee shall (a) provide or return to the Company any and all Company property, including keys, key cards, access cards, identification cards, security devices, Company credit cards, network access devices, computers, cell phones, smartphones, equipment, manuals, reports, files, books, compilations, work product, e-mail messages, recordings, tapes, disks, thumb drives or other removable information storage devices, hard drives and data and all Company documents and materials belonging to the Company and stored in any fashion, including but not limited to those that constitute or contain any Confidential Information or Work Product, that are in the possession or control of Employee, whether they were provided to Employee by the Company or any of its business associates or created by Employee in connection with Employee’s employment by the Company; and (b) delete or destroy all copies of any such documents and materials following return to the Company that remain in Employee’s possession or control, including those stored on any non-Company devices, networks, storage locations and media in Employee’s possession or control.

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