The Collaboration. Lilly and Isis hereby agree to undertake the Collaboration during the Collaboration Term under the terms and conditions set forth in this Agreement. The Collaboration shall consist of the Reagent Provision Program, the Target Validation Program and the Antisense Drug Discovery Program.
The Collaboration. 2.1 The Parties agree to collaborate in the selection of Products and in the development, manufacturing, registration and approval, and marketing of such Products as set forth in more detail in this Agreement and any applicable Amending Product Exhibit. Unless otherwise specified in an Amending Product Exhibit, RiconPharma will be responsible for developing the Products and ANI will be responsible for manufacturing and distribution of the Products in the Territory. The Parties shall be jointly responsible for directing any bioequivalence studies and obtaining Regulatory Approval for such pharmaceutical products, and ANI shall be responsible for maintaining such Regulatory Approvals. ANI or a separate sales and marketing company designated by ANI (a “Sales and Marketing Company”) will be primarily responsible for the marketing, distribution and sale of the Products as well as customer service, rebate management, billing, warehousing and such other responsibilities as are regularly performed by a pharmaceutical distributor.
2.2 The Parties shall jointly own all the rights, title, and interest in the Products (including without limitation, the ANDA for the Products). The respective percentages of ownership for each Product shall be one-half for each Party unless a different percentage is set forth in the Amending Product Exhibit for that Product. Subject to Section 2.3, neither Party, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, may: (i) assign this Agreement; (ii) sell or assign its ownership rights to a Product to a Third Party; or (iii) license or assign any other right, title, or interest in a Product.
2.3 In the event of a sale of more than 50% of a Party’s total assets, as reflected in the Party’s most recent annual financial statements, that Party may assign this Agreement or sell or assign its ownership rights to a Product without the prior written consent of the other Party. It is understood that any successor company, either through assignment or acquisition of the ownership rights from any Party, shall be bound by the terms and conditions contained within this Agreement.
2.4 ANI or a Sales and Marketing Company designated by ANI shall have the exclusive rights to market, distribute, offer for sale, and sell Products in the Territory during the Term of this Agreement.
2.5 True and complete copies of any Party’s agreements with any Third Party or Affiliate for the manu...
The Collaboration. 2.1 This Agreement is made pursuant to the powers contained in the 1972 Act, Section 25 of the 1994 Act and section 20 of the 2000 Act as being conducive to the discharge of the functions of the Authorities as local highway authorities for the purposes of the 1980 Act
2.2 It is agreed between the Authorities that a delivery collaboration shall be established pursuant to section 101 of the 1972 Act section 25 of the 1994 Act and section 20 of the 2000 Act for the Collaboration and which shall be known as “South Wales Trunk Road Agent Service Collaboration Agreement”
2.3 The Collaboration shall operate in accordance with the terms of this Agreement.
2.4 This Agreement shall take effect from the 1st April 2016 and shall continue until Termination.
2.5 For the avoidance of doubt references in the schedules to the term year 1 or the first year shall be taken as meaning the 1st April 2016 until the 31st March 2017 and references to year 2 or the second year shall be taken as meaning the 1st April 2017 to 31st March 2018
2.6 Notwithstanding the above each Authority is an independent body and nothing contained in this Agreement shall be construed to imply that there is any relationship between the Authorities (except as expressly provided in this Agreement) of principal/agent or of employer/employee. No Authority shall have the right to act on behalf of another nor to bind the other by contract or otherwise except to the extent expressly permitted by the terms of this Agreement. In particular for the avoidance of doubt, none of the provisions relating to the principles of working in partnership shall be taken to establish any partnership as defined by The Partnership Xxx 0000.
The Collaboration. Simultaneous with this Settlement Agreement, the Company and Ormco are entering into the Joint Development, Marketing and Sales Agreement (the “Collaboration Agreement”), under which Ormco and Company would jointly develop and market an orthodontic product offering that will involve the combination of removable aligners and orthodontic brackets with arch wires (the “Collaboration”).
The Collaboration. 2.1 The Research Program shall be conducted by Ontogeny in accordance with the provisions of the Research Workplan. Ontogeny shall work exclusively with BD in the Field during the term of the Agreement with the exception of third party contractors. In conducting the Research Program, Ontogeny shall have and maintain sufficient flexibility to shift effort and emphasis within the overall scope of the Research Workplan in a manner that will best result in the development of Product, providing that any substantial shift in effort or emphasis is agreed to by the Working Committee or the JRC.
2.2 Ontogeny and BD will form a Joint Research Committee (the "JRC") to be in existence during the Research Term and to be responsible for overseeing the progress of the Research Program. The JRC will have an equal number of members (maximum eight (8) members in total) from Ontogeny and BD. Ontogeny and BD will also form a Working Committee, which shall meet at mutually agreeable times or via conference call every three weeks and then meet with the JRC during its regular meetings to report the progress of the Research Program to the JRC. Each Party shall make its initial designation of its representatives on the JRC and the Working Committee not later than thirty (30) days after the Effective Date. The Chairperson of the Joint Research Committee shall be chosen from the Ontogeny representatives on the JRC and shall be reasonably acceptable to BD. The objective of the JRC shall be to reach agreement on all matters by consensus within the scope of the Research Workplan, including any substantial changes thereto. However, decisions of the JRC shall be decided by majority vote of the JRC provided that such majority is comprised of at least one vote cast by a representative from Ontogeny and one cast by a representative from BD. The JRC shall also be responsible, if necessary, for modifying the short-term goals of the Research Program, provided, however, that no such modification shall (i) alter the terms of this Agreement or (ii) materially increase the responsibilities of, or the level of expense to be incurred by either Party without the prior approval of such Party. If the JRC cannot reach agreement on any matter within its purview, such matter shall be referred to the CEO of Ontogeny or his designee and the CTO of BD or his designee for resolution. If the CEO of Ontogeny or his designee and the CTO of BD or his designee are unable to reach agreement on any issue regarding t...
The Collaboration. In accordance with the Working Environment Act and the regulations on organization, management and participation, Chapter 13-3, the employer shall, in collaboration with the occupational health service, prepare a plan showing the occupational health service's assistance in the business.
The Collaboration. 3.1 The collaborating Institutes will be referred to as ‘Collaboration’ hereinafter.
3.2 The names of the scientists presently participating in the Collaboration are listed in Annex 3 by country and by Institute.
3.3 The oversight, governance and management breakdown structure of the Collaboration is described in Article 7 and Annex 4.
The Collaboration. 5.1. The Collaboration will commence on [*****] ("Collaboration Start Date") and be completed within the term of this Agreement.
5.2. Notwithstanding the JSC's discretion to develop the work plans for the Collaboration, the parties agree that the objectives of the Collaboration will be as follows:
Year 1: [*****];
Year 2: [*****]; and Year 3: [*****].
The Collaboration. The parties’ Collaboration shall be based on Nanjing Jinsirui’s integrated biologics discovery and development technology and SAFE PHARM’s pharmacology, toxicology and safety evaluation service system to jointly build a high-quality, high-standard one-stop biologics discovery and development platform that provides services from target discovery to IND (investigational new drug). Preclinical discovery and development of biologics generally requires up to 1.5 to 2 years to complete with the involvement of various contracted suppliers. The Company believes that the Collaboration shall improve the integration of preclinical projects, enable the seamless connection among CMC (chemistry manufacturing and control), pharmacology, toxicology and reagent development, and can shorten the project cycle by up to 6 months, thereby accelerating the progress in the development of biologics projects. In addition, through the Collaboration, the parties intend to jointly establish an expert team comprising senior scientists in new drug discovery and development and drug evaluation experts with years of experience with the aim to offer professional guidance on, including but not limited to target selection, new drug discovery and development and IND filing of biologics projects, follow up domestic and international policies, and adjust development programs in a timely fashion, thereby ensuring the successful implementation of projects. The Company believes that the Collaboration between Nanjing Jinsirui and SAFE PHARM shall, by combining and complementing each other’s strengths, strive to develop a high-quality, high-standard one-stop biologics discovery and development platform, and drive biologics discovery and development by virtue of innovative biologics discovery and development technologies and high-quality services.
The Collaboration. The Collaboration will specifically focus on the discovery and preclinical development of novel therapeutics for CF. Subject to the parties' obligations herein, Aurora will use reasonable efforts during the Collaborative Period to perform the following in accordance with the Work Plan:
2.3.1. Develop at least *** high throughput or ultra-high throughput CF Assays or CF-Related Assays for selected CF Targets.
2.3.2. Conduct at least *** primary screens with CF Assays and CF-Related Assays of at least *** to *** compounds per screen using assays developed pursuant to Section 2.3.1, the number of compounds used depending on the assay type in accordance with the Work Plan, for a total of up to *** datapoints ***, including controls, re-tests and potency determinations which will constitute approximately *** of such datapoints; provided, however that no more than *** datapoints (generally in no less than *** compound blocks for primary screening) will require Aurora's *** technology. The parties may agree in writing to screen additional compounds to generate datapoints in excess of *** using Aurora's *** technology at a price of *** dollars ($***) per *** datapoints, and to generate datapoints in excess of *** datapoints using Aurora's high or ultra high throughput (UHTSS) technology at a price of *** dollars *** per *** datapoints.
2.3.3. Develop focused compound libraries of chemicals *** pursuant to the Work Plan.
2.3.4. Provide follow-up chemical design and synthesis for Lead expansion and optimization for an estimated *** Leads selected from Validated Hits from primary screens using assays developed pursuant to Section 2.3.1 and the Work Plan and the parties agree to negotiate in good faith to expand the Collaboration to pursue additional Leads if the funding under Section 3.2.1 is insufficient for further Lead development.
2.3.5. Develop ***assemble a *** assays relevant to each CF Assay or CF-Related Assay as mutually agreed upon in writing by the parties and pursuant to the Work Plan.
2.3.6. Profile Hits having desirable secondary functional assay properties using in vitro assays available to Aurora that are appropriate for one or more of the following: metabolism, safety, toxicology and pharmacokinetics as early in the Collaborative Period as reasonable. Profile Validated Hits in in vivo tests for pharmacokinetics as set forth in the Work Plan
2.3.7. Coordinate Lead prioritization, in conjunction with the Collaboration Committee ***. Lead prioritizatio...
