Example ContractsClausesJoint Research Agreement
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SGI may use one or more Third Party subcontractors to perform SGI’s assigned obligations and responsibilities under this Agreement or any Research Plan, Early Clinical Development Plan, Late Clinical Development Plan or Joint Commercialization Plan, provided that such agreements will comply with [Section 5.9], [Section 6.9], or [Section 8.6], as applicable. Under the licenses granted by SGI under [[Section 10.1, SGI]I]] retains the right to have its Affiliates (for so long as such party continues as an Affiliate of SGI) and third party subcontractors to perform SGI’s assigned obligations and responsibilities and exercise its rights under this Agreement or any Research Plan, Early Clinical Development Plan, Late Clinical Development Plan or Joint Commercialization Plan, provided that such agreements will comply with [Section 5.9], [Section 6.9], or [Section 8.6], as applicable. In addition, unless the relevant subcontractor is contemplated by the Research Plan, Early Clinical Development Plan, Late Clinical Development Plan or Joint Commercialization Plan (as applicable), SGI will provide written notice to Unum within ​ days of engaging such subcontractor.

Selection of Research Candidates. For each Collaboration Antigen, the JSC will select up to five (5) SGI Antibodies for inclusion in Research Candidates that specifically target such Collaboration Antigen for Research pursuant to the Research Program in accordance with the terms and conditions of this Agreement. For each Collaboration Antigen, the date upon which the JSC selects the applicable Research Candidates will be the “Research Candidate Selection Date.”

Research and Development Committee. A Non-Employee Director serving as Chairperson of the Research and Development Committee shall receive an additional annual retainer of for such service. A Non-Employee Director serving as a member other than the Chairperson of the Research and Development Committee shall receive an additional annual retainer of for such service.

Research and Development Milestones. Subject to the terms and conditions of this Agreement Merck shall pay to Ablynx the following milestone payments:

Ag Partner Research License. Primary hereby grants Legacy a nonexclusive license in the Legacy Field under Know-How and Patent Rights Controlled by Primary with respect to VDCs to the extent necessary to enable Legacy to grant to Ag Partner the rights granted to Ag Partner under [Section 5.1(a)] of the Existing Ag Agreement. Such license shall expire upon the earliest of # the expiration of the Research Term or # the termination or expiration of the Existing Ag Agreement.

1 Medpace Holding Company, Inc. is a FSHCO (as defined in the Credit Agreement) and therefore is not a Subsidiary Guarantor.

Joint and Several. If there is more than one tenant, the obligations imposed upon Tenant under this Lease shall be joint and several.

No Joint Venture. Nothing contained herein or in any document executed pursuant hereto and no action or inaction whatsoever on the part of a Purchaser, shall be deemed to make a Purchaser a partner or joint venturer with the Company.

Joint Invention Patents. ​ will have the first right, ​, for preparing, filing, prosecuting (including provisional, reissue, reexamination, continuing, divisional, continuation, continuation-in-part, and substitute applications and any foreign counterparts thereof), and maintaining all Joint Invention Patents, and conducting any interferences and oppositions or similar proceedings relating to any Joint Invention Patents. ​ shall provide regular updates to ​ regarding the prosecution of such applications and will consider in good faith any recommendations by ​ regarding the prosecution, status and maintenance of Joint Invention Patents. In the event ​ declines to prosecute or maintain any Joint Invention Patent before all appeals within the respective patent office have been exhausted (each, an “Abandoned Joint Invention Patent Right”), then: # ​ shall provide ​ with reasonable notice of such decision so as to permit ​ to decide whether to file, prosecute or maintain such Abandoned Joint Invention Patent Rights and to take any necessary action (which notice shall, in any event, be given no later than ​ days prior to the next deadline for any action that may be taken with respect to such Abandoned Joint Invention Patent Right with the U.S. Patent & Trademark Office or any foreign patent office); # ​, at ​, may assume control of the filing, prosecution or maintenance of such Abandoned Joint Invention Patent Rights; # ​ shall have the right, at its expense, to transfer the responsibility for such filing, prosecution and maintenance of such Abandoned Joint Invention Patent Rights to patent counsel (outside or internal) selected by ​; and # ​ shall, at ​ reasonable request and at ​, assist and cooperate in the filing, prosecution and maintenance of such Abandoned Joint Invention Patent Rights.

loans and advances to Holdings (or any direct or indirect parent thereof) in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to Holdings (or such direct or indirect parent) in accordance with [[Section 7.06(f) or (g)])]])];

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