Adaptimmune Opt-In Sample Clauses

Adaptimmune Opt-In. Subject to Section 10.8.7 (Sunset of Certain Payment Terms), on a Collaboration Target-by-Collaboration Target basis, with respect to each such Collaboration Target for which Adaptimmune has exercised its Opt-In, GNE shall pay Adaptimmune the Off-the-Shelf Development Milestone Payments set forth in Schedule 10.4.1(b) following achievement of the corresponding Off-the-Shelf Development Milestone Event specified in such Schedule by the applicable Collaboration Off-the-Shelf T-Cell Therapy that is Directed To such Collaboration Target.
Sample 1
AutoNDA by SimpleDocs
Adaptimmune Opt-In. Subject to Section 10.8.7 (Sunset of Certain Payment Terms), on a Collaboration Target-by-Collaboration Target basis, with respect to each such Collaboration Target for which Adaptimmune has timely exercised its Opt-In, GNE shall pay Adaptimmune the applicable Off-the-Shelf Net Sales Milestone Payment specified in the table below following achievement of the corresponding Off-the-Shelf Net Sales Milestone Event specified in the table below for Annual Net Sales of all Collaboration Off-the-Shelf T-Cell Therapies that are Directed To such Collaboration Target that occur outside the US. Each Off-the-Shelf Net Sales Milestone Payment shall be paid only once per Collaboration Target regardless of how many, or how many times, Collaboration Off-the-Shelf T-Cell Therapies that are Directed To ​ CONFIDENTIAL such Collaboration Target generate, individually or collectively, Annual Net Sales at or beyond the thresholds below, and in no event will GNE pay more than [***] in Off-the-Shelf Net Sales Milestone Payments for each Collaboration Target that is the subject of an Opt-In. Off-the-Shelf Net Sales Milestone Event (Opt-In Exercised)Off-the-Shelf Net Sales Milestone Payment (in US Dollars) When Annual Net Sales outside the US for all Collaboration Off-the-Shelf T-Cell Products Directed To the applicable Collaboration Target [***]$[***] When Annual Net Sales outside the US for all Collaboration Off-the-Shelf T-Cell Products Directed To the applicable Collaboration Target [***]$[***] When Annual Net Sales outside the US for all Collaboration Off-the-Shelf T-Cell Products Directed To the applicable Collaboration Target [***]$[***] Total amount payable per Collaboration Target$[***] ​
Sample 1
Adaptimmune Opt-In. On a Collaboration Target-by-Collaboration Target basis, with respect to each such Collaboration Target for which Adaptimmune has exercised its Opt-In, GNE shall pay Adaptimmune the following tiered royalties on aggregate Annual Net Sales of Collaboration Off-the-Shelf T-Cell Therapies that are Directed To such Collaboration Target that occur during the applicable Royalty Term outside of the US. For clarity, if Adaptimmune has exercised its Opt-In with respect to a Collaboration Target, then GNE shall have no obligation to pay any royalties to Adaptimmune under this Section 10.7.1(b) (Adaptimmune Opt-In) on Net Sales of any Collaboration Off-the-Shelf T-Cell Therapies Directed To such Collaboration Target that occur within the US and instead will share US Net Profits and Net Losses in accordance with Section 10.9 (Economic Effect of Opt-In; Profit-Share). Ex-US Annual Net Sales of all Collaboration Off-the-Shelf T-Cell Therapies for a Given Collaboration Target (in US Dollars; Adaptimmune Opt-In)Royalty Rate Applicable [***] [***] [***] [***] [***] [***] ​
Sample 1

Related to Adaptimmune Opt-In

  • 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.

  • Sublicensee The term “Sublicensee” shall mean any third party to whom Licensee grants a sublicense or similar rights with respect to the rights conferred upon Licensee under this Agreement, as contemplated by Section 2.3. In addition, “Sublicensee” shall include any and all further third party Sublicensees that may be permitted under Section 2.3.

  • Research Program Term The Research Program shall be conducted during the period of five years commencing as of the Agreement Date ("Research Program Term"). Upon not later than seventy-five (75) days' prior written notice JT may, in its sole judgment, terminate the Research Program at the end of the third (3/rd/) year and fourth (4/th/) year of the Research Program. The RMC may terminate the Research Program any time during the Research Program Term if it unanimously determines the Research Program is no longer scientifically useful or that all potential Products would not be commercially viable. In case of such an early termination by JT or the RMC, JT shall be exempt from any payment(s) under Section 10(a) that would have become due and payable after the effective date of such early termination. Following any termination of the Research Program (i) that occurs simultaneously with the termination of this Agreement in accordance with Section 13 (i.e., no compound or Lead Compound has been designated previously a Collaboration Lead Compound in accordance with Section 3(b) and no Independent Lead Compound is being developed in accordance with Section 3(m)) or (ii) that is followed at some future date by the termination by JT of Development or co-promotion of any Collaboration Lead Compound and/or Product pursuant to Sections 3(l) or 5(c), respectively, or development of an Independent Lead Compound in accordance with Section 3(m) (A) any licenses granted by Tularik to JT will terminate, (B) JT will grant to Tularik an exclusive, sublicensable, worldwide license, to make, use and sell compounds, Collaboration Lead Compounds or Products under JT's interest in Program Patents and Program Know-How and (C) under the terms and conditions to be separately agreed, JT will also grant to Tularik a nonexclusive, sublicensable, worldwide license under any JT Patent Rights and Know-How to the extent necessary to practice the license granted under the Program Patents and Program Know-How in (B) (including, with respect to compounds, a limited number of JT's library compounds approved by JT); provided, however, that in the event the Research Program terminates but the Agreement has not terminated with respect to designated Collaboration Lead Compounds, Independent Lead Compounds and/or Products as provided in Section 2(g)(ii), Sections 2(g)(A), (B) and (C) shall apply only to those compounds, Collaboration Lead Compounds, Independent Lead Compounds and Products for which Development or co-promotion shall have been terminated and/or to those compounds or Lead Compounds that have not been designated previously a Collaboration Lead Compound in accordance with Section 3(b) or an Independent Lead Compound in accordance with Section 3(m); provided further that in the event that JT elects to pursue a Discontinued Compound or a Non-Proposed Compound on or before the first anniversary of the expiration or termination of the Research Program Term pursuant to Section 3(b)(iii) or 3(b)(iv), respectively, Sections 2(g)(A), (B) and (C) shall not apply to such Discontinued Compound or Non-Proposed Compound until such time as JT shall have terminated the Development or co-promotion of such Discontinued Compound or Non- Proposed Compound. Tularik will then be free to pursue clinical development and registration of such compounds, Lead Compounds and/or Products without obligation to JT except as provided in Section 4(f) or Section 5(c), as appropriate.

  • Research Program The term “Research Program” shall mean the research program to be undertaken by TSRI under the direction and control of the Principal Investigator as expressly set forth on Exhibit A hereto.

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

  • 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.

  • Third Party Technology The assignment of any applicable license agreements with respect to Third Party Technology are set forth in the General Assignment and Assumption Agreement.

  • Collaboration Each Party shall provide to the enforcing Party reasonable assistance in such enforcement, at such enforcing Party’s request and expense, including to be named in such action if required by Applicable Laws to pursue such action. The enforcing Party shall keep the other Party regularly informed of the status and progress of such enforcement efforts, shall reasonably consider the other Party’s comments on any such efforts, including determination of litigation strategy and filing of material papers to the competent court. The non-enforcing Party shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such Party shall at all times cooperate fully with the enforcing Party.

  • Research Collaboration (a) GSK hereby grants to Anacor a non-exclusive, non-royalty bearing license under the GSK IP, solely as and to the extent necessary or important to conduct activities for which Anacor is responsible under the Research Plans during the Research Collaboration Term.

  • 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 TAP 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 [***] Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Treatment Requested by CytomX Therapeutics, Inc. Technology or Joint TAP 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 CytomX will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology or Joint Unconjugated Probody Platform Improvements, and that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint TAP Platform Improvements or Joint Conjugation 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.

Time is Money Join Law Insider Premium to draft better contracts faster.