Existing Galapagos Third Party Obligations Clause Samples

Existing Galapagos Third Party Obligations. (a) For so long and to the extent applicable to this Agreement, (i) Gilead shall provide Galapagos such assistance and take such actions as necessary for Galapagos to be in compliance with the provisions set forth on the Existing Galapagos Third Party Obligation Schedule, as such provisions exist as of the Execution Date and have been fully disclosed to Gilead, and (ii) upon Galapagos’ written request, Gilead shall use commercially reasonable efforts to provide Galapagos such assistance and take such actions as necessary for Galapagos to be in compliance with the provisions of the Existing Galapagos Third Party Agreements. (b) For each Acquired Galapagos Program, Galapagos shall include in the Qualifying Data Package for such Acquired Galapagos Program a list of any agreements applicable to such Acquired Galapagos Program existing as of the date of the closing of the transaction pursuant to which Galapagos or its Affiliate acquired such Acquired Galapagos Program and […***…]. If such Acquired Galapagos Program becomes an Optioned Program, then for so long as it is an Optioned Program, (i) Gilead shall provide Galapagos such assistance and take such actions as necessary for Galapagos to be in compliance […***…] (ii) upon Galapagos’ written request, Gilead shall use commercially reasonable efforts to provide Galapagos such assistance and take such actions as necessary for Galapagos to be in compliance with such agreements. (c) For each Pre-Option In-License that relates to a Galapagos Program that was entered into prior to the Execution Date, Galapagos shall include in the Qualifying Data Package for such Galapagos Program […***…]. If such Galapagos Program becomes an Optioned Program, then for so long as it is an Optioned Program, (i) Gilead shall provide Galapagos such assistance and take such actions as reasonably necessary for Galapagos to be in compliance with such provisions, as such provisions have been disclosed to Gilead and (ii) upon Galapagos’ written request, Gilead shall use commercially reasonable efforts to provide Galapagos such assistance and take such actions as necessary for Galapagos to be in compliance with such Pre-Option In-License. (d) In no event shall Gilead or any of its Affiliates have any financial obligations arising out of its or their obligations under this Section 8.13, except under Section 9.6(b), if applicable. (e) Notwithstanding the obligations of Galapagos hereunder, with respect to reporting with regard to Pre-Program A...
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Related to Existing Galapagos Third Party Obligations

  • Third Party Obligations 3.1. The THIRD PARTY shall:- 3.1.1. not divulge the Confidential Information to any party other than as provided for in this Confidentiality Agreement; 3.1.2. use the Confidential Information only for the purposes necessary in providing the services for which he is engaged by the AUTHORITY; and 3.1.3. make no commercial use of the Confidential Information or any part thereof. 3.2. Notwithstanding the foregoing, the THIRD PARTY shall be entitled to make any disclosure required by law of the Confidential Information and shall notify the AUTHORITY of so doing in accordance with the provisions of paragraph 6.

  • Obligations to Third Parties Each party warrants and represents that this Agreement does not conflict with any contractual obligations, expressed or implied, undertaken with any Third Party.

  • Provider Obligations A. PROVIDER will perform the Services in accordance with the standards of care, skill, and diligence expected of a qualified, competent and experienced professional in the provision of the type of services required under this Agreement. B. PROVIDER will obtain, maintain in effect, and pay the cost for all licenses, permits, or certifications that may be necessary for PROVIDER’s performance of this Agreement. C. PROVIDER represents and warrants that there are no obligations, commitments, third party rights, or impediments of any kind that will limit or prevent PROVIDER’s performance of the Services.

  • Service Provider Obligations Service Provider shall make the Software and the Services required for provisioning the Software (Software and Services hereinafter together and individually may also be referred to as “Service” or “Services”) available to Customer as described in the Services Description and in the Services Specific Terms (together hereinafter referred to as “Services Description”) referenced in the Order Forms and according to the terms and conditions of this Agreement. Service Provider may amend the Services from time to time, provided that such amendments shall not materially diminish the overall Service. Service Provider aims to provide the Software access to Customer within two (2) working days upon the Effective Date, unless otherwise set forth in the Services Description. The Software may consist of a web application provided to Customer in form of a software as a service solution and a mobile application to be installed by Customer on its mobile device. The agreed scope and quality of the Services is exclusively set forth in the Services Description. Public statements concerning the Service made by Service Provider or its agents will only take form when expressively confirmed by Service Provider in writing. Notwithstanding section 7.1, information and specifications contained within the Services Description shall not qualify as warranty or guarantee with regards to the Service’s quality or as any other kind of guarantee, unless they have been confirmed as such by Service Provider in writing. Service Provider may update and improve the Services from time to time; any such Updates, meaning software that remedies "Defects" (as defined in section 7.4) in the Services and/or may include minor improvements of the Services, are included in the Agreement. In addition to Updates, Service Provider may offer Upgrades and/or Add-On Services to the Services, where “Upgrades” mean new capabilities or functionalities of the Services and “Add-On Services” either mean (i) new and/or additional functionality packages in form of separate modules to the Services, or (ii) integrations or connection applications with other Hilti or third party software applications. Upgrades and Add-On Services are only subject to the Agreement, if ordered separately and paid for by Customer, where additional terms and conditions may apply.

  • Licensee Obligations 3.1 The Licensee is responsible for the installation, operation and maintenance of telecommunication lines, equipment, software and other arrangements necessary for the Licensee to receive the Licensed Data from the LME. 3.2 The Licensee shall comply with the terms of any notified and commercially reasonable policy issued by the LME regarding the use of LME Data, including where applicable, any requirements to report to the LME and/or pay fees to the LME in respect of certain transactions undertaken by the Licensee using LME Data, or as otherwise required under the terms of such policy. 3.3 The Licensee shall procure and ensure the Licensee Personnel's compliance with the terms of this Agreement, and shall be entirely liable and responsible for any non-compliance and loss relating to such non-compliance (such being considered a breach by the Licensee).