Assignment of Other ALZA Product Contracts Clause Samples

Assignment of Other ALZA Product Contracts. Any member of the Transition Team shall have the right, in its discretion and promptly following its reasonable written request with respect thereto, to review any Other ALZA Product Contract(s) during the Transition Period, subject to the applicable confidentiality and consent provisions of such Other ALZA Product Contract(s) that any member of the Transition Team desires to review. If the Transition Team decides, by unanimous decision that an Other ALZA Product Contract is material to LICENSEE’S rights to manufacture, use, sell, market, develop, distribute or commercialize Product (“Material Product Contract”), LICENSOR shall use Transitional Commercially Reasonable Efforts to cause ALZA to terminate with respect to Product, or allow to expire, such Material Product Contract, such termination subject to ALZA’s pre-existing obligations and other terms of such Material Product Contract and subject to ALZA’s obligations under the License and Asset Transfer Agreement and any Ancillary Agreement, on or before [*] after the decision date documented in writing by the Transition Team, except in the Group A Market countries, where Transitional Commercially Reasonable Efforts shall be used to terminate with respect to Product, or allow to expire, such Material Product Contract on a country-by-country basis no later than the later of: (i) [*] after the decision date, (ii) [*] after the Effective Date or (iii) [*] after the Regulatory Transfer Date for each such country. If, after review of Material Product Contracts, LICENSEE identifies in writing to LICENSOR a Material Product Contract that LICENSEE reasonably requests to have assigned to it, or indicates whether or not LICENSEE wishes such Material Product Contract to be terminated, allowed to expire, or to remain in effect, LICENSOR shall use Transitional Commercially Reasonable Efforts to cause ALZA to assign such Material Product Contract to LICENSEE, subject to the assignment provision of such Material Product Contract or comply with LICENSEE’s reasonable request with respect to termination, expiration, or survival thereof.
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Related to Assignment of Other ALZA Product Contracts

  • Assignment of Contracts GSAM agrees to assign (or cause to be assigned) to GSRP or OpCo without recourse, representation or warranty (except as expressly set forth in this Agreement), all of GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assume, or cause OpCo to agree to assume, the obligations of GSAM or such Affiliate’s obligations under, each of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period prior to the Closing. GSRP shall be responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was for the benefit of the GSRP Entities, from and after the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to or arising from such Assigned Contract, to the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior to the Closing.

  • ASSIGNMENT/SUB-CONTRACTING The Contractor agrees that he will not sell, assign or transfer this Agreement or any part thereof or interest therein without the prior written consent of the Owner.

  • ASSIGNMENT AND SUBCONTRACTS 12.1 The CONTRACTOR shall not assign his interest in this contract nor sublet nor subcontract any portion of the work. The CONTRACTOR agrees to bind every subcontractor approved by the OWNER to all of the terms and conditions of this agreement. The CONTRACTOR agrees that he is fully responsible to the OWNER for the acts and omissions of his subcontractor, as CONTRACTOR is for the acts and omissions of himself and of persons directly employed by him.

  • Assignment/Subcontracts 14.3.1 Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State. 14.3.2 The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties, to NASPO ValuePoint and other third parties.

  • Intellectual Property Assignment The Assignor assigns to the Company, its successors and assigns, for good and sufficient consideration in connection with execution of the Operating Agreement dated DATE , the entire right, title and interest in Intellectual Property and the associated rights and causes of action (as defined below) relating to the Company. Assignor’s continuing membership in the Company is also conditioned on the assignment to the Company of Assignor’s rights in respect of any Intellectual Property created by Assignor during his/her term of membership in the Company.