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...
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Abandoned Compounds 
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Related to Abandoned Compounds

  • Licensed Product “Licensed Product” shall mean any article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights. For clarity, a “Licensed Product” shall not include other product or material that (a) is used in combination with Licensed Product, and (b) does not constitute an article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights.

  • Joint Patent Rights With respect to any potentially patentable Joint Invention, the Parties shall confer and agree upon which Party, if any, shall prepare, file, Prosecute (including any interferences, reissue proceedings, and other administrational proceedings) and Maintain patent applications covering such Joint Invention (any such patent application and any patents issuing therefrom a “Joint Patent Right”), at the responsible Party’s expense. It is the intention of the Parties that, unless otherwise agreed in writing, ATI would prepare, file, Prosecute and Maintain any Joint Patent Rights. The Party that Prosecutes a patent application in the Joint Patent Rights (the “Prosecuting Party”) shall provide the other Party reasonable opportunity to review and comment on such Prosecution efforts regarding the applicable Joint Patent Rights in the particular jurisdictions, and such other Party shall provide the Prosecuting Party reasonable assistance in such efforts. The Prosecuting Party shall provide the other Party with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent Rights being Prosecuted by such Party, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary to enable the other Party to comply with the duty of candor/duty of disclosure requirements of any patent authority. Should ATI determine that it will no longer support the continued Prosecution or Maintenance of a particular Joint Patent Right in a country or jurisdiction, ATI shall provide Rigel with written notice of such determination at least thirty (30) Business Days prior to any deadline for taking action to avoid abandonment of such Joint Patent Right. Rigel shall have the right, but not ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4) and 230.406 obligation, to file, Prosecute and Maintain such Joint Patent Rights in the applicable jurisdiction at Rigel’s expense.

  • 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 If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one or more claims that Cover the Compound or Product, or the use, sale, offer for sale or importation of the Compound or Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.6, in which case the provisions of Section 7.6 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention shall have the exclusive right, but not the obligation, to bring, at its own expense and in its sole control, such action in the Territory. If Provention does not bring such an action in the Territory, within ninety (90) days of notification thereof pursuant to this Section 7.7(a) (or earlier, if required by the nature of the proceeding), MacroGenics shall have the right, but not the obligation, to bring, at MacroGenics’ own expense, such action. The Party not bringing an action under this Section 7.7(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s expenses in such action, and any remaining amounts shall be allocated between the Parties as provided in Section 7.5(e).

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

  • Licensed Technology The term "Licensed Technology" shall mean the ------------------- Licensed Patents, plus all improvements thereto developed by Licensor, and all related data, know-how and technology.

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