Use of Affiliates and Third Parties Clause Samples
The 'Use of Affiliates and Third Parties' clause defines the conditions under which a party to the agreement may involve its affiliates or external third parties in fulfilling its contractual obligations. Typically, this clause outlines whether such involvement is permitted, any requirements for prior consent, and the extent to which the original party remains responsible for the actions of these affiliates or third parties. For example, a company might subcontract certain services to a related entity or an outside vendor, but still be held accountable for their performance. The core function of this clause is to clarify the rights and responsibilities related to delegation, ensuring transparency and managing risk when obligations are performed by entities other than the primary contracting parties.
Use of Affiliates and Third Parties. (a) Grünenthal may exercise the Grünenthal Rights through its Affiliates, and may grant to its Affiliates such Grünenthal Rights under the Product Technology in connection therewith, provided that any failure by such Affiliate to comply with the terms of this Agreement shall be treated as a breach of this Agreement by Grünenthal.
(b) Neither Grünenthal nor any of its Affiliates may exercise the Grünenthal Rights, or discharge its obligations under this Agreement, with respect to Development activities under the Development Plan through any Third Party without the prior written consent of MSB (such consent not to be unreasonably withheld, conditioned or delayed); provided that no such consent shall be necessary for use of the Third Parties described in the Development Plan (including the contract research organizations named therein).
(c) Grünenthal may exercise the Grünenthal Rights, or discharge its obligations under this Agreement, through any Third Party, and may grant to such Third Parties such Grünenthal Rights under the Product Technology in connection therewith provided that (i) any such appointment of, and sublicensing to, a Third Party shall not result in Grünenthal no longer maintaining material control of and responsibility for the activities for which Grünenthal is responsible hereunder, and (ii) any failure by such Third Party to comply with the terms of this Agreement shall be treated as a breach of this Agreement by Grünenthal.
Use of Affiliates and Third Parties. Merck shall be entitled to utilize the services of its Affiliates and Third Parties to conduct each Research Program to be performed by or on behalf of Merck as set out in the applicable Research Plan, provided that, prior to the earlier of the expiration of the Research Program Term or the Technology Transfer, [***] Company shall be entitled to utilize the service of Third Parties to conduct each Research Program [***] as specifically set forth in the applicable Research Plan. Notwithstanding the foregoing, each Party shall remain at all times fully liable for its respective responsibilities under the Research Program.
Use of Affiliates and Third Parties. 7.01 The Client and the Advisor each authorize the Manager to delegate portfolio management to its affiliates. In addition, the Client and the Advisor each authorize the Manager to utilize affiliates and other third parties to perform ancillary services such as accounting, reporting, proxy voting, international order routing and administrative duties. Certain services related to this Agreement may be performed in any country where the Manager conducts business or has a service provider. The Manager will act in good faith in the selection, use and monitoring of affiliates and other third parties, and any delegation or appointment hereunder shall not relieve the Manager of any of its obligations under this Agreement.
7.02 For the purpose of providing the services contemplated under this Section, or to facilitate the provision by an affiliate of the Manager to the Client, Advisor, or any of their affiliates of potential additional products and services, the Client and the Advisor authorize the Manager to provide the necessary information about the Client, the Advisor, and the Portfolio to any affiliate or other third party at such locations as the Manager deems appropriate. The Manager reserves the right to store, access, or view data in locations it deems appropriate for the services provided.
Use of Affiliates and Third Parties. The Manager may not (a) delegate portfolio management duties to its Affiliates or any third-party agent, and
Use of Affiliates and Third Parties. (a) MSB may exercise the MSB Rights or discharge its obligations under this Agreement through its Affiliates, provided that any failure by such Affiliate to comply with the terms of this Agreement shall be treated as a breach of this Agreement by MSB. Upon Grünenthal’s request, MSB shall identify those of its Affiliates that are exercising the MSB Rights.
(b) Neither MSB nor any of its Affiliates may exercise the MSB Rights described in Section 3.2.1(a) or (b), or discharge any related obligations under this Agreement, through any Third Party without the prior written consent of Grünenthal, such consent not to be unreasonably withheld, conditioned or delayed; provided that no such consent shall be necessary for use of (i) the Third Parties described in the Development Plan (including the contract research organizations named therein) or (ii) the CMOs listed in Exhibit 1.12. For clarity, neither MSB nor any of its Affiliates shall be required to obtain any consent for use of Third Parties in exercising its or their rights under Section 3.2.1(c). Where any Third Party is used by MSB or its Affiliates in accordance with this Section 3.2.2(b), any failure by such Third Party to comply with the terms of this Agreement shall be treated as a breach of this Agreement by MSB.
Use of Affiliates and Third Parties. Seller will be entitled without notice to Buyer to use affiliates or retain third parties to provide any or all of the Transition Services and Other Services; provided, however, that Seller's use of non-affiliated third parties shall not be materially different from Seller's use of third parties to provide services to the SAC Stores unless such difference results from Seller's inability to obtain, on commercially reasonable terms, the consent of any third party used by Seller to perform services for the Business prior to the Closing Date to Seller's use of such third party to perform Transition Services or Other Services. Such use of affiliates or retention of third parties shall not relieve Seller of any of its obligations under this Agreement.
Use of Affiliates and Third Parties. Sanofi may use the services of its Affiliates or one or more Third Parties in connection with the manufacture and supply of the Collaboration Products.”
(f) Section 5.4.1(a) of the Agreement is hereby deleted in its entirety and replaced with the following:
(a) Sanofi agrees to provide ImmunoGen with (i) Serious Adverse Event information and product complaint information relating to Collaboration Products comprising a TAP Antibody as compiled and prepared by Sanofi in the normal course of business in connection with the Development, Commercialization or sale of any such Collaboration Product, within time frames consistent with reporting obligations under applicable laws and regulations and (ii) upon ImmunoGen’s reasonable request, all other Adverse Event information relating to Collaboration Products comprising a TAP Antibody and all other safety data and information relevant to an analysis or investigation of such Adverse Event; provided, however, that the foregoing shall not require Sanofi to violate any agreements with or confidentiality obligations owed to any Third Party.”
(g) Section 7.1.2 of the Agreement is hereby deleted in its entirety and replaced with the following:
Use of Affiliates and Third Parties. (a) Collaborator may exercise the Collaborator Rights through its Affiliates, and may grant to its Affiliates such Collaborator Rights under the Product Technology in connection therewith, provided that Collaborator shall guarantee and be responsible for each such Affiliate’s compliance with the terms of this Agreement including all relevant restrictions, limitations and obligations.
(b) Neither Collaborator nor any of its Affiliates may exercise the Collaborator Rights in the Territory through any Third Party without the prior written consent of MSB; provided that no such consent shall be necessary for use of the Third Parties described in the Development Plan (including the contract research organizations and contract manufacturer named therein).
Use of Affiliates and Third Parties. With the prior written consent of Zosano (except for the Permitted Eversana Affiliate for which prior consent shall not be required), Eversana shall have the right to perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of its Affiliates or through a Third Party; provided, however, that (a) any such Affiliate or Third Party shall be bound by the obligations set forth in this Agreement, (b) any actions, omissions or conduct by such Affiliate or Third Party shall be deemed to be actions, omissions or conduct of Eversana, and (c) Eversana shall remain liable for all acts and omissions of such Affiliates or Third Parties and shall remain responsible for the performance of its obligations under this Agreement.
Use of Affiliates and Third Parties. Merck shall be entitled to utilize the services of its Affiliates and Third Parties to perform its Research Program activities, provided that all such Affiliates and Third Parties are bound or agree to be bound by confidentiality and non-use obligations no less stringent than that contained in this Agreement as well as ownership of intellectual property rights consistent with this Agreement. Sutro shall be entitled to utilize the service of Third Parties to perform its Research Program activities only upon Merck’s prior written consent or as specifically set forth in the applicable Research Plan, provided that all such Third Parties are bound or agree to be bound by confidentiality and non-use obligations no less stringent than that contained in this Agreement as well as ownership of intellectual property rights consistent with this Agreement. Notwithstanding the foregoing, each Party shall remain at all times fully liable for its respective responsibilities under the Research Programs.