Example ContractsClausesCooperation and Coordination
Cooperation and Coordination
Cooperation and Coordination contract clause examples

Cooperation and Coordination. The Parties acknowledge and agree that it is their mutual objective and intent to appropriately calculate and minimize, to the extent feasible and legal, taxes payable with respect to any payments under this Agreement and that they shall use commercially reasonable efforts to cooperate and coordinate with each other to achieve such objective. Without limiting the generality of the foregoing, the Parties shall use commercially reasonable efforts to cooperate and coordinate with each other in completing and filing documents required under the provisions of any Applicable Laws (including treaties) in connection with the making of any required tax payment or withholding payment, in connection with a claim of exemption from, or entitlement to, a reduced or zero rate of withholding or in connection with any claim to a refund of or credit for any such payment.

Cooperation and Coordination. The non-Prosecuting Party will # obtain and deliver to the Prosecuting Party any necessary documents for the Prosecuting Party to exercise its rights to Prosecute all Patent Rights pursuant to Section 9.4 (Patent Prosecution), as applicable, # render all signatures that will be necessary in connection with all such patent filings, and # assist the Prosecuting Party in all other reasonable ways that are necessary for the issuance of those Patent Rights for which such Prosecuting Party is responsible, as well as for the preparation, Prosecution of such Patent Rights.

Cooperation and Coordination. The Parties acknowledge and agree that they shall use their reasonable efforts to cooperate and inform each other for the purpose of facilitating income and other tax payments in relation to their activities under the Agreement.

Cooperation and Coordination. With respect to each [[Unknown Identifier]] Co-Co Product, at the Lead Regulatory Party’s request, the other Party shall diligently cooperate with the Lead Regulatory Party in connection with any Regulatory Materials and other regulatory compliance related activities with respect to such [[Unknown Identifier]] Co-Co Product, including harmonization of any Regulatory Material submissions.

Cooperation and Coordination. The Parties acknowledge and agree that it is their mutual objective and intent to minimize, to the extent feasible and in compliance with Applicable Laws, taxes payable with respect to their collaborative efforts under this Agreement and that they shall use reasonable efforts to cooperate and coordinate with each other to achieve such objective. Where any payment due to [[Merus:Organization]] hereunder is subject to any withholding or similar tax, the Parties shall use their commercially reasonable efforts to take all such actions as shall enable them to take advantage of any applicable double taxation agreement or treaty.

Cooperation and Coordination. The Parties acknowledge and agree to cooperate in order to appropriately calculate consistently with Applicable Laws, taxes payable with respect to their collaborative efforts under this Agreement and any appropriate reductions, credits, or deductions that may lawfully reduce otherwise applicable taxes. If one Party is required to make a payment to the other Party subject to a deduction or withholding of tax, and if such deduction or withholding of tax obligation arises as a result of such other Party’s failure of collaborative efforts (e.g., failure of submission of necessary taxation documents to the paying Party in timely manner), the paying Party may deduct or withhold the applicable tax without increase of the amount set forth in [Section 9.8.5], provided, however, that the paying Party shall give the other Party cooperation set forth in [Section 9.8.2].

Coordination. Within 30 days of the Effective Date, [[Agenus:Organization]] shall provide electronic copies of the documents described in [Exhibit D] (the “[Exhibit D] Documents”) then in existence. Each Party shall appoint one (1) representative to act as a collaboration manager (each, a “Manager”) to coordinate activities of the Parties under this Agreement. The Parties shall meet at least once every six (6) months to engage in in dialogue on mutually agreed subjects, pursuant to an agenda to be circulated by the Managers at least ten (10) days prior to each such meeting. Coordination meetings shall be at such times and places as the Parties mutually agree, and may be conducted in person or telephonically. Agenda topics may include [[Organization A:Organization]]’s progress under the Development Plan, communications with Regulatory Authorities regarding the Licensed Products, discussion of Results, adverse events and other material matters relating to Clinical Trials, Publication opportunities and coordination of Commercialization efforts and [[Agenus:Organization]]’ progress on monotherapy development activities performed solely by or on behalf of [[Agenus:Organization]]. In advance of each such meeting, [[Organization A:Organization]] shall deliver an updated Development Plan to the [[Agenus:Organization]] Manager together with a written report regarding Development, Manufacturing and Commercialization activities in respect of Licensed Products since on the last such meeting. and [[Agenus:Organization]] shall deliver any updates on [[Agenus:Organization]]’ progress on monotherapy development activities performed solely by or on behalf of [[Agenus:Organization]] and updates to [Exhibit D] Documents or any [Exhibit D] Documents not previously provided.

Coordination. The Parties shall coordinate in good faith through the IPC to segregate # claims within MTEM Collaboration Patents (excluding Optioned Product-Specific Patents) or Joint Collaboration Patents and # claims within BMS Collaboration Patents (including any Product-Platform Patent ​) or Optioned Product-Specific Patents into separate Patents (which may be related, e.g., as continuations or divisionals of one another). Such coordination shall include collaboration in the form of sharing pre-filing disclosure and planned filing dates, at least ​ in advance of filing, to ensure MTEM can file on a genus that has applicability to the ETB Platform beyond a particular Collaboration Target (or all Collaboration Targets if there are more than one at such time), or to ensure BMS can file, or request MTEM to file (prior to exercising its Option), on a species that claims subject matter that directly and specifically relates to # a Collaboration Target with respect to which BMS has exercised its Option or has an Option, # a Licensed Development Candidate directed to a Collaboration Target, or # ​. In addition, each Party shall promptly notify the other Party of the date the applicable patent filing was made. Without limiting the foregoing, if any proposed filing by BMS with respect to any BMS Collaboration Patent (including any Product-Platform Patent ​) or Optioned Product-Specific Patent discloses a species included within a genus disclosed or claimed by any Patent as to which MTEM has the right to prosecute under this [Section 8.2] ​, or if any proposed filing by MTEM with respect to any MTEM Collaboration Patent (excluding any Optioned Product-Specific Patent), ​, or Joint Collaboration Patents discloses a genus including a species disclosed or claimed by any Patent as to which BMS has the right to prosecute under this [Section 8.2] (​), then the Parties shall coordinate in good faith through the IPC the

Coordination. Each Party shall ensure that its Affiliates and subcontractors promptly provide to such Party all information which such Party would be obligated to disclose to the other Party pursuant to this Section 6.2 if such information were otherwise developed by, or to come to the attention of, such Party.

Coordination. If upon termination of employment, Executive becomes entitled to rights under other plans, contracts or arrangements entered into by the Company, this Agreement shall be coordinated with such other arrangements so that Executive’s rights under this Agreement are not reduced, and that any payments under this Agreement offset the same types of payments otherwise provided under such other arrangements, but do not otherwise reduce any payments or benefits under such other arrangements to which Executive becomes entitled.

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