Acucela Territory Sample Clauses

Acucela Territory. Subject to the terms and conditions of this Agreement, Acucela shall be responsible for all costs incurred by it with respect to Manufacture and Commercialization of Collaboration Products in the Field in the Acucela Territory.
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Acucela Territory. Subject to the terms and conditions of this Agreement, Acucela shall have the sole right and responsibility to control the Development, Manufacture and Commercialization of Collaboration Compounds and Collaboration Products in the Field in the Acucela Territory without the involvement of the JDC, the JCC or Otsuka except as specifically provided hereby, and shall use Commercially Reasonable Efforts to Commercialize Collaboration Products in the Field in the Acucela Territory. All Know-How pertaining to Development, Manufacture and Commercialization of Collaboration Compounds and Collaboration Products in the Field in the Shared Territory may be used by Acucela in the Acucela Territory in accordance with the licensed granted under Sections 9.2.1 and 9.2.4.
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Acucela Territory. Subject to the terms and conditions of this Agreement, during the Option Period, Acucela shall be solely responsible for the development and manufacturing of Compound and Products in the Field in the Acucela Territory, and for preparing, filing and maintaining all regulatory filings (including INDs) with respect to Product in the Field in the Acucela Territory and complying with applicable regulatory reporting obligations with respect to Product in the Field in the Acucela Territory; in each case, at Acucela’s sole expense. Acucela shall conduct, or have conducted, all activities that it undertakes pursuant to this Section 3.2(a) in good scientific manner and in compliance with all Applicable Laws and, as applicable, GLP, GCP and/or GMP. Acucela shall be the named sponsor and holder of all INDs and other regulatory filings filed with Regulatory Authorities with respect to Product in the Acucela Territory during the Option Period.
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Acucela Territory. From and after Acucela’s exercise of the Option, Acucela shall be solely responsible for the development, manufacturing, registration and commercialization of Compound and Products in the Field in the Acucela Territory. Without limiting the generality of the foregoing, Acucela (itself or with or through its Affiliates or Sublicensees) shall be solely responsible for preparing and submitting all required Regulatory Filings in connection with obtaining and maintaining Regulatory Approvals with respect to Compound and Products in the Field in the Acucela Territory, at Acucela’s sole expense. All of such Regulatory Filings and related Regulatory Documents relating to Compound or Products in the Field in the Acucela Territory shall be submitted in the name of, and owned by, Acucela (or its Affiliate or Sublicensee, as applicable).
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Acucela Territory. YouHealth shall have the first right, but not the obligation, to prosecute and maintain any YouHealth Patents in the Acucela Territory at its sole cost and expense using counsel reasonably acceptable to Acucela. YouHealth and its outside patent counsel shall prepare proposed patent applications in close consultation with Acucela and its outside patent counsel. YouHealth shall consult with Acucela as to the preparation, filing, prosecution and maintenance of YouHealth Patents in the Acucela Territory reasonably prior to any deadline or action with any patent office, and shall furnish to Acucela copies of all relevant drafts and documents reasonably in advance of such consultation. YouHealth shall keep Acucela reasonably informed of progress with regard to the preparation, filing, prosecution and maintenance of YouHealth Patents in the Acucela Territory and shall provide to Acucela copies of all material patent office submissions within a reasonable amount of time following submission thereof by YouHealth. YouHealth shall consider the comments of Acucela in good faith. If YouHealth plans not to make any national phase filing of a YouHealth Patent in any country of the Acucela Territory or, if YouHealth desires to abandon or cease prosecution or maintenance of any YouHealth Patent in any country of the Acucela Territory, YouHealth shall provide written notice to Acucela of such intention promptly after YouHealth makes such determination (which notice shall be given no later than 90 days prior to the next deadline for any action that must be taken with respect to such YouHealth Patent in the relevant patent office), and Acucela shall have the right, but not the obligation, to assume responsibility for prosecution and maintenance of such YouHealth Patent at its sole cost and expense.
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Acucela Territory. Each Party shall, within 10 days of learning of such event, inform the other Party of any request for, or filing or declaration of, any interference, opposition, invalidation, reissue or reexamination relating to YouHealth Patents in the Acucela Territory.
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Acucela Territory. Acucela shall have the first right, but not the obligation, to bring (or defend) and control any action or proceeding with respect to Competitive Infringement of a YouHealth Patent in the Acucela Territory, at Acucela’s own expense and by counsel of its own choice, and YouHealth shall have the right to be represented in any such action or proceeding, at YouHealth’s own expense and by counsel of its own choice. If Acucela fails to bring any such action or proceeding with respect to Competitive Infringement of any YouHealth Patent in the Acucela Territory within 90 days following the notice of alleged Competitive Infringement, YouHealth shall have the right to bring (or defend) and control any such action at its own expense and by counsel of its own choice, and Acucela shall have the right, at its own expense, to be represented in any such action by counsel of its own choice.
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Acucela Territory. Acucela shall have the first right, but not the obligation, to bring (or defend) and control any action or proceeding with respect to Competitive Infringement of any Joint Patent in the Acucela Territory, at its own expense and by counsel of its own choice, and YouHealth shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. If Acucela fails to bring any such action or proceeding with respect to Competitive Infringement of any Joint Patent in the Acucela Territory within 90 days following the notice of alleged infringement, YouHealth shall have the right to bring (or defend) and control any such action at its own expense and by counsel of its own choice, and Acucela shall have the right, at its own expense, to be represented in any such action by counsel of its own choice; provided, however, that if the applicable Competitive Infringement is the result of a Party’s receipt of a Patent Certification with respect to a Joint Patent in the Acucela Territory, Acucela shall notify YouHealth of Acucela’s decision to bring (or defend) and control any action or proceeding within 10 days of Acucela’s receipt of such Patent Certification with respect to such Joint Patent, after which time YouHealth shall have the right to bring (or defend) and prosecute such action, and Acucela shall have the right, at its own expense, to be represented in any such action by counsel of its own choice.
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Related to Acucela Territory

  • Territory 33.1 This Agreement applies to the territory in which CenturyLink operates as an ILEC in the State. CenturyLink shall be obligated to provide services under this Agreement only within this territory. 33.2 Notwithstanding any other provision of this Agreement, CenturyLink may terminate this Agreement as to a specific operating territory or portion thereof pursuant to Section 6.7 of this Agreement.

  • 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.

  • 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.

  • Commercialization License Subject to the terms of this Agreement, including without limitation Section 2.2 and Theravance's Co-Promotion rights in Section 5.3.2, Theravance hereby grants to GSK, and GSK accepts, an exclusive license under the Theravance Patents and Theravance Know-How to make, have made, use, sell, offer for sale and import Alliance Products in the Territory.

  • Development and Commercialization Subject to Sections 4.6 and 4.7, Fibrocell shall be solely responsible for the development and Commercialization of Fibrocell Products and Improved Products. Fibrocell shall be responsible for all costs incurred in connection with the Fibroblast Program except that Intrexon shall be responsible for the following: (a) costs of establishing manufacturing capabilities and facilities in connection with Intrexon’s manufacturing obligation under Section 4.6 (provided, however, that Intrexon may include an allocable portion of such costs, through depreciation and amortization, when calculating the Fully Loaded Cost of manufacturing a Fibrocell Product, to the extent such allocation, depreciation, and amortization is permitted by US GAAP, it being recognized that the majority of non-facilities scale-up costs cannot be capitalized and amortized under US GAAP); (b) costs of basic research with respect to the Intrexon Channel Technology and Intrexon Materials (i.e., platform improvements) but, for clarity, excluding research described in Section 4.7 or research requested by the JSC for the development of a Fibrocell Product or an Improved Product (which research costs shall be reimbursed by Fibrocell); (c) [*****]; and (d) costs of filing, prosecution and maintenance of Intrexon Patents. The costs encompassed within subsection (a) above shall include the scale-up of Intrexon Materials and related active pharmaceutical ingredients for clinical trials and Commercialization of Fibrocell Products undertaken pursuant to Section 4.6, which shall be at Intrexon’s cost whether it elects to conduct such efforts internally or through Third Party contractors retained by either Intrexon or Fibrocell (with Intrexon’s consent).

  • 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 Efforts The RECIPIENT shall, including whether through its own efforts or the efforts of a licensee under a License Agreement allowed by the terms of this Attachment, use diligent and commercially reasonable efforts to commercialize at least one Commercial Product or Commercial Service or otherwise bring to practical application the Project Results in accordance with the commercial development plan submitted with the Application and including any changes to such commercial development plan in accordance with Section D3.01. For the avoidance of doubt, partnering or licensing activities shall be considered to be efforts to commercialize.

  • Clinical Trials The studies, tests and preclinical and clinical trials conducted by or on behalf of, or sponsored by, the Company, or in which the Company has participated, that are described in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or the results of which are referred to in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, were and, if still pending, are being conducted in all material respects in accordance with protocols, procedures and controls pursuant to, where applicable, accepted professional and scientific standards for products or product candidates comparable to those being developed by the Company and all applicable statutes, rules and regulations of the FDA, the EMEA, Health Canada and other comparable drug and medical device (including diagnostic product) regulatory agencies outside of the United States to which they are subject; the descriptions of the results of such studies, tests and trials contained in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus do not contain any misstatement of a material fact or omit a material fact necessary to make such statements not misleading; the Company has no knowledge of any studies, tests or trials not described in the Disclosure Package and the Prospectus the results of which reasonably call into question in any material respect the results of the studies, tests and trials described in the Registration Statement, the Time of Sale Disclosure Package or Prospectus; and the Company has not received any notices or other correspondence from the FDA, EMEA, Health Canada or any other foreign, state or local governmental body exercising comparable authority or any Institutional Review Board or comparable authority requiring or threatening the termination, suspension or material modification of any studies, tests or preclinical or clinical trials conducted by or on behalf of, or sponsored by, the Company or in which the Company has participated, and, to the Company’s knowledge, there are no reasonable grounds for the same. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, there has not been any violation of law or regulation by the Company in its respective product development efforts, submissions or reports to any regulatory authority that could reasonably be expected to require investigation, corrective action or enforcement action.

  • Research Collaboration 3.7.1 Aarvik shall carry out the activities of each Work Item and deliver the required Data Package and/or deliverables in accordance with the applicable SOW. Without limiting the generality of the foregoing, Aarvik shall, in accordance with the applicable SOWs and the timeline approved by JRC, apply the Aarvik IP to (i) design and synthesize Collaboration Compounds, and (ii) by itself or through subcontractor(s), [***]. During the Research Term, if any Party identifies any Third Party Patent or Know-How that is necessary or reasonably useful for any activity under the SOWs but has not been included in the Aarvik IP, then such Party shall immediately inform the other Party and the Parties shall discuss in good faith the need of obtaining a license from such Third Party. 3.7.2 No later than [***] ([***]) days after completion of the [***], Aarvik shall, to the extent not already provided to ArriVent, deliver the Data Packages and all other deliverables required under the [***], as well as the results of the Patentability and FTO Analysis as described in Section 3.2.3, to ArriVent. ArriVent shall have the sole discretion to decide whether or not to advance any Collaboration Compound and which Collaboration Compound(s) will be advanced for further studies beyond the [***]. ArriVent shall inform Axxxxx of its decision in writing. If AxxxXxxx decides to advance the Collaboration Program to [***], ArriVent shall make the payment for the [***] pursuant to Section 6.2.1. 3.7.3 If, upon completion of the [***] for the Collaboration Program, AxxxXxxx decides not to advance the Collaboration Program to [***], ArriVent may terminate the Collaboration Program. If AxxxXxxx decides to advance the Collaboration Program to [***], ArriVent shall make the payment for the [***] pursuant to Section 6.2.1. 3.7.4 No later than [***] ([***]) days after completion of the [***], Aarvik shall, to the extent not already provided to ArriVent, deliver all Data Packages and deliverables required under the [***] to ArriVent. ArriVent shall have the sole discretion to decide whether or not to advance any Collaboration Compound and which Collaboration Compound(s) will be advanced for further studies beyond the [***]. ArriVent shall inform Axxxxx of its decision in writing. 3.7.5 No later than [***] ([***]) days after completion of the [***], Aarvik shall, to the extent not already provided to ArriVent, deliver all Data Packages and deliverables required under the [***] to ArriVent. 3.7.6 Within [***] ([***]) days after completion of the [***], Aarvik shall deliver to ArriVent a full report on all key results and findings of the Collaboration Program, and such other data, results and information as ArriVent may deem necessary for it to determine whether or not to exercise the Option (the “Full Report”).

  • Joint Patents With respect to any potentially patentable Joint Invention, the Parties shall meet and agree upon which Party shall prosecute and maintain Patent applications covering such Joint Invention (any such Patent application and any Patents issuing therefrom, a “Joint Patent”) in particular countries and jurisdictions throughout the world. Unless otherwise agreed by the Parties, Xxxxxx will prosecute and maintain any Joint Patents in the Licensed Territory, and Onconova will prosecute and maintain the Joint Patents outside the Licensed Territory, subject to the Parties coordinating their efforts as appropriate to make such prosecution activities as efficient, convenient, and harmonious as possible. The Parties ** all expenses of filing, prosecuting and maintaining such Joint Patents. The Party that prosecutes a Joint Patent (the “Prosecuting Party”) shall provide the other Party the opportunity to review and comment on any and all such prosecution efforts regarding the applicable Joint Patent in the particular jurisdictions, and such other Party shall provide the Prosecuting Party reasonable assistance in such efforts; provided that the Prosecuting Party shall have final control over such prosecution efforts after reasonably considering the other Party’s comments, if any. 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 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 or desirable to enable the other Party to comply with any duty of candor and/or duty of disclosure requirements of any Patent authority. Except to the extent a Party is restricted by the licenses granted by such Party to the other Party under the terms of this Agreement, and/or the other covenants contained in this Agreement, each Party shall be entitled to practice, and grant licenses to Third Parties and Affiliates of such Third Parties to practice, the Joint Patents and all Joint Inventions without restriction or an obligation to account to the other Party, and the other Party shall consent and hereby consents, without additional consideration, to any and all such licenses.

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