Active Compounds. Each Dainippon Substance and RiboGene Substance which meets the criteria set forth in Exhibit 1.1 to the satisfaction of the Research Committee shall be designated as an Active Compound and shall be further developed and optimized.
Active Compounds. Following the designation of any Collaboration Compound as an Active Compound, such Active Compound shall be exclusively available to Athena for research or application to any Target, within or outside the Collaboration, during the Exclusivity Period and CombiChem shall not knowingly work on or knowingly provide information regarding such Active Compound to any Third Party, except to reject and take any steps necessary to protect Athena's exclusivity hereunder. Following the expiration of the Exclusivity Period Active Compounds for that Target upon which a Patent has not been filed *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. within ninety (90) days following the Research Period shall be deemed to be Inactive Compounds for all purposes hereunder; provided, that any Active Compound which is the subject of claim(s) under a pending Patent shall continue to be treated as Active Compounds until a Patent is issued with respect to one or more of such claims; or until all of such Patent claims have been denied, at which time the compounds which are the subject to those claims shall be Inactive Compounds hereunder.
Active Compounds. (a) Following the designation of any Collaboration Compound as an Active Compound, such Active Compound shall be exclusively available to ImClone during the
Active Compounds. At any time prior to the expiration of the Activation Period applicable to a particular Compound, DuPont shall have the right to designate such compound as an Active Compound, as set forth in this Section 3.2 below.
Active Compounds. (a) Following the designation of any Collaboration Compound as an Active Compound, such Active Compound shall be exclusively available to ImClone during the Research Period. Following the expiration of the Research Period, Active Compounds with respect to which ImClone fails to proceed with Due Diligence shall be deemed to be Inactive Compounds for all purposes hereunder; provided, that any Active Compound which is the subject of claim(s) under a pending Patent shall continue to be treated as an Active Compound during the Exclusivity Period so long as ImClone exercises Due Diligence with respect to any Collaboration Compound.
(b) Prior to the existence of Patent(s) in accordance with Section 5.2, ImClone shall have exclusive rights in all intellectual property relating to Active Compounds, their use, and method of manufacture so long as ImClone continues to show Due Diligence under this Agreement; provided, however, that ImClone acknowledges and agrees that CombiChem reserves the right to assign or grant exclusive rights, including rights to Active Compounds, to a third party collaborator who first identifies a novel compound, a novel use of a compound, or a novel method of manufacturing a compound, to the extent CombiChem is obligated to do so under its existing contractual obligations. Upon notice by ImClone that it intends to file a Patent application with respect to any Active Compound, Lead Compound, Development Compound or Product, CombiChem shall promptly inform ImClone whether CombiChem has the power to grant the exclusive rights in accordance with this Section 3.2 and the assignments in accordance with Section 5.2; provided, however, that under no circumstances CombiChem will grant assurances to ImClone to the effect that any Active Compound, Lead Compound, Development Compound or Product is not covered under the patent claims of Third Parties wherein such claims are not the direct result of a collaboration between the Third Party and CombiChem.
Active Compounds. Any Library Compound identified as meeting the ---------------------- definition of an Active Compound through (i) screening of one or more Libraries by Pharmacopeia and/or SPL in the conduct of the Collaboration, or (ii) screening of one or more Libraries by SPL after the term of the Collaboration, shall be an Active Compound. It is understood that no grant of any licenses by Pharmacopeia to SPL, its Affiliates or Sublicensees under Section 4.1 with respect to any Library Compound shall become effective unless and until Pharmacopeia has received notice that such Library Compound is an Active Compound. Pharmacopeia shall be deemed to have received such notice effective upon receipt of a request by SPL to decode a Library Compound. In the event that SPL or its Affiliates or Sublicensees identifies, without decoding by Pharmacopeia pursuant to Section 2.10, a particular Library Compound with activity against a Target, SPL shall give Pharmacopeia notice identifying such Library Compound as an Active Compound, which notice shall be effective upon receipt by Pharmacopeia. Notwithstanding the foregoing, any Active Compound that is subject to a license by Pharmacopeia to a Third Party (as set forth in Section 4.5 or 4.9.5) granted prior to the time the Library Compound is decoded as set forth in Section 2.10 above or, with respect to a Library Compound which is not decoded, the time that Pharmacopeia receives actual notice from SPL as set forth in this Section 2.12, shall not be deemed to be licensed to SPL under Section 4.1.
Active Compounds. Following the designation of any Collaboration Compound as an Active Compound, such Active Compound shall be exclusively available to Athena for research or application to any Target, within or outside the Collaboration, during the *** and CombiChem shall not knowingly work on or knowingly provide information regarding such Active Compound to any Third Party, except to reject and take any steps necessary to protect Athena's exclusivity hereunder. Following the expiration of the *** *** Active Compounds for that Target *** *** shall be deemed to be Inactive Compounds for all purposes ; provided, that any Active Compound which is *** *** *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the commission.
Active Compounds. At any time during the Research Program that either Party believes that an Active Compound has been identified with regard to any Sanofi Target, it shall notify the JSC, with a written summary of the basis for its view. At its next meeting, or such earlier time as the Parties may agree, the JSC shall either (a) confirm that the identified compound is an Active Compound, or (b) that the identified compound is not an Active Compound, in which case the specific reason for any failure to meet the applicable Active Compound Criteria shall be summarized in writing. The Parties agree that any compound that is an Active Compound shall be Collaboration Compound for all purposes of this Agreement.
Active Compounds. 4.1 IDENTIFICATION OF ACTIVE COMPOUNDS IN THE PRIMARY FIELD.
(A) Celgene, with such participation of Novartis personnel as determined by the RMC, shall perform chemical derivatisation activities with respect to the SP500263 Series and other Research Compounds in the Field of Cooperation in accordance with the Research Plan. Research Compounds shall, as promptly as practicable, be tested as provided in the Research Plan in order to identify compounds which meet the criteria for Active Compounds. Each Party shall promptly disclose the results of such activities to the RMC in accordance with Section 3.5 hereof.
(B) Upon the determination that a Research Compound satisfies the criteria for an Active Compound, then such Active Compound shall become part of a pool of Active Compounds for potential further development and commercialization by Novartis in the Primary Field in accordance with the terms of this Agreement (the "PRIMARY POOL").
(i) Any Research Compound which is determined by the RMC (which determination shall be noted in the minutes of the applicable RMC meeting) not to meet the criteria for Active Compounds shall, upon such determination, automatically be excluded from the Primary Pool and included in the Oncology Pool, subject to Section 5.2(a) and 5.2(b).
(ii) On a regular and prompt basis during the Research Term, the RMC shall determine in good faith which of the Active Compounds in the Primary Pool are no longer viable candidates for further profiling, development and commercialization for use in the Primary Field (which determination shall be noted in the minutes of the applicable RMC meeting), and, upon such determination, such Active Compounds shall automatically be excluded from the Primary Pool and included in the Oncology Pool, subject to Section 5.2(a); provided, however, that Novartis shall have the continued right to study all Oncology Pool compounds for their potential in the Primary Field and in any Additional Field (it being understood that Novartis may only obtain a license to develop or commercialize any such compound after such compound becomes part of the Remaining Pool).
Active Compounds. (a) Following the designation of any Collaboration Compound as an Active Compound, such Active Compound shall be exclusively available to Novartis for research and development in the Field, and CombiChem shall not knowingly work on or knowingly provide information regarding such Active Compound to any Third Party, except to reject and take any steps necessary to protect Novartis's exclusivity hereunder.
(b) Following the expiration of the Exclusivity Period, Active Compounds upon which a Patent has not been filed within ninety (90) days following the Exclusivity Period shall be deemed to be "Inactive Compounds" for all purposes hereunder; provided, that any Active Compound which is the subject of claim(s) under at least one pending Patent in the Territory shall continue to be treated as Active Compounds until a Patent is issued with respect to one or more of such claims; or until all of such Patent claims have been denied, at which time the compounds which are the subject of those claims shall be Inactive Compounds hereunder.
