Abandoned Compounds Sample Clauses

Abandoned Compounds. If, at any time and from time to time during the Term, the JSC determines in good faith that further Development and/or Commercialization, as the case may be, of any Backup Compound, Lead Candidate or Product in accordance with the provisions of this Agreement has ceased to be scientifically, technically or commercially viable, Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. it will promptly provide written notice thereof to Paratek (each, an .”Abandoned Compound”). Following an Abandoned Compound designation or at any time a Lead Candidate or Product otherwise becomes an Abandoned Compound pursuant to any of the other provisions of this Agreement (a) Paratek or any of its Affiliates may thereafter proceed with development and commercialization of such Abandoned Compound for any and all uses outside of the Field, either alone or in conjunction with Third Parties; (b) all licenses granted by Paratek to WCCI with respect to such Abandoned Compound shall immediately terminate; provided, that, any. abandonment by WCCI pursuant to this Section 3.6.1 shall not constitute a breach of this Agreement; and (c) WCCI may, in its discretion, designate a Backup Compound to replace such Lead Candidate (which shall be reflected in an amendment to Schedule 1 hereto) in the Development, whereupon the JSC shall promptly direct the Alliance Managers to prepare an amendment to the Development Plan to describe the activities to be conducted, and the applicable Development Timelines, with respect to such Lead Candidates.
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Abandoned Compounds. 4.4.1 If, at any time after the Research Term during the term of this Agreement, if BMS determines that it will not *** use Diligent Efforts to discover, develop or market *** Collaboration Compound or Product (taking into account any sublicensing efforts made or being made by BMS permitted under any sublicensing rights granted BMS under Article 5 hereof), it will notify Ligand and Section 4.4.2 shall apply. If Ligand believes that BMS is no longer using Diligent Efforts to discover, develop or commercialize *** Collaboration Compound or Product (taking into account any sublicensing efforts made or being made by BMS permitted under any sublicensing rights granted BMS under Article 5 hereof), Ligand shall notify BMS in writing of such belief and specify in reasonable detail the reasons therefor. BMS shall have *** thereafter in which to provide a written response to Ligand indicating whether BMS accepts such assertion or, if not, specifying in reasonable detail the reason why it does not. If BMS does not accept Ligand's assertion, the parties agree to meet and confer within *** thereafter for the purpose of endeavoring to resolve their differences in a mutually satisfactory manner. If the parties cannot resolve such difference to their mutual satisfaction within such *** (or such extended time period to which the parties may mutually agree), then the dispute shall be referred for final and binding arbitration in accordance with the provisions of Section 18.9 hereof for a determination as to whether BMS has not used such Diligent Efforts. For the purpose of such arbitration (i) BMS shall be presumed to have used Diligent Efforts *** *** from the end of the Research Term, and Ligand shall carry the burden of rebutting this presumption, and (ii) BMS shall be presumed to have not used Diligent Efforts *** *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. *** from the end of the Research Term, and BMS shall carry the burden of rebutting this presumption. If the arbitrator determines that BMS has not used Diligent Efforts, then BMS shall have *** from such determination to provide Ligand and the arbitrator with a proposal indicating the specific action(s) BMS is willing to undertake ("Specific Action") in order to cure the failure to use Diligent Efforts. The arbitrator will then determine whether BMS' proposal adequately cures the failure to use Diligent Efforts. If the arbitrat...
Sample 1
Abandoned Compounds 
Sample 1

Related to Abandoned Compounds

  • SOURCE CODE ESCROW FOR LICENSED PRODUCT If Source Code or Source Code escrow is offered by either Contractor or Product manufacturer or developer to any other commercial customers, Contractor shall either: (i) provide Licensee with the Source Code for the Product; or (ii) place the Source Code in a third party escrow arrangement with a designated escrow agent who shall be named and identified to the State, and who shall be directed to release the deposited Source Code in accordance with a standard escrow agreement acceptable to the State; or (iii) will certify to the State that the Product manufacturer/developer has named the State, acting by and through the Authorized User, and the Licensee, as a named beneficiary of an established escrow arrangement with its designated escrow agent who shall be named and identified to the State and Licensee, and who shall be directed to release the deposited Source Code in accordance with the terms of escrow. Source Code, as well as any corrections or enhancements to such source code, shall be updated for each new release of the Product in the same manner as provided above and such updating of escrow shall be certified to the State in writing. Contractor shall identify the escrow agent upon commencement of the Contract term and shall certify annually that the escrow remains in effect in compliance with the terms of this clause. The State may release the Source Code to Licensees under this Contract who have licensed Product or obtained services, who may use such copy of the Source Code to maintain the Product.

  • Licensed Product The term “Licensed Product” shall mean any product (a) the manufacture, use, importation, sale or offer for sale of which would, in the absence of the license granted by this Agreement, infringe a Valid Claim of any of the Licensed Patent Rights, or (b) that is comprised of, utilizes or incorporates Licensed Biological Materials, or (c) that is discovered, developed or made using a Licensed Process.

  • Joint Patent Rights If not already established under the Research Collaboration Agreement, prior to either Party filing any Patent Right disclosing Joint Program Technology or Joint Probody Platform Improvements, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights. As agreed upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate any Joint Program Technology or Joint Probody Platform Improvements, the Parties shall promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and maintenance of such patents and how to pay for the filing, prosecution and maintenance of such patents. It is presumed that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology or Joint Conjugation Probody Platform Improvements, and that CytomX will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Unconjugated Probody Platform Improvements. Neither Party will file any Joint Patent Right without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Party controlling filing and prosecution of any such Joint Patent Right (a) shall keep the other Party informed regarding each Patent Right, (b) shall consider in good faith any recommendations made by the other Party in regard to the filing, prosecution or maintenance of any such Patent Right and (c) shall not unreasonably refuse to incorporate any recommendations made by the other Party in regard to such filing, prosecution or maintenance.

  • Combination Product The term “

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • Commercialization Intrexon shall have the right to develop and Commercialize the Reverted Products itself or with one or more Third Parties, and shall have the right, without obligation to Fibrocell, to take any such actions in connection with such activities as Intrexon (or its designee), at its discretion, deems appropriate.

  • Patent Rights The State and the U. S. Department of Transportation shall have the royalty free, nonexclusive and irrevocable right to use and to authorize others to use any patents developed by the Engineer under this contract.

  • Third Party Technology The Company makes use of third party technology to collect information required for traffic measurement, research, and analytics. Use of third party technology entails data collection. We therefore would like to inform clients the Company enables third parties to place or read cookies located on the browsers of users entering the Company’s domain. Said third parties may also use web beacons to collect information through advertising located on the Company’s web site. Please note that you may change your browser settings to refuse or disable Local Shared Objects and similar technologies; however, by doing so you may be disabling some of the functionality of Company’s services.

  • Third Party Patent Rights No Party makes any warranty with respect to the validity, perfection or dominance of any Patent or other proprietary right or with respect to the absence of rights in Third Parties which may be infringed by the manufacture or sale of the Licensed Product. Each Party agrees to bring to the attention of the other Party any patent or patent application it discovers, or has discovered, and which relates to the subject matter of this Agreement.

  • Licensed Patent Rights The term “Licensed Patent Rights” shall mean rights arising out of or resulting from:

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