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Additional Compounds Sample Clauses

Additional Compounds. If, at any time during the Term, Paratek reasonably determines in good faith that a Paratek Compound is potentially more suitable for Development and Commercialization than the then specified Lead Candidates (such compound, an “Additional Compound”), Paratek shall promptly inform WCCI (the “Additional Compound Notification”) of such determination and WCCI shall have the right to designate such Additional Compound as a Lead Candidate hereunder (which shall be reflected in an amendment to Schedule 1 hereto), it being understood that WCCI must notify Paratek in writing of such designation within forty-five (45) days of receipt of the Additional Compound Notification in order to exercise its rights under this Section 3.6.2. For the avoidance of doubt, Paratek shall have no obligation under this Section 3.6.2 to engage in research activities it would not otherwise conduct in the ordinary course of its research and development with respect to Paratek Compounds.
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Additional Compounds. (i) If (A) MyoKardia has Initiated a clinical trial of a Compound under a POC Development Plan and has not terminated Development thereof, (B) another Compound is designated as a Development Candidate for the same Program, and (C) either Party desires to conduct IND-enabling studies and clinical trials of such second Compound, such Party shall notify the other Party in writing. If both Parties desire to initiate such further Development activities, then the Parties shall revise the POC Development Plan and budget therein for such Program accordingly to include the Development of such second Compound, and Sanofi shall reimburse all such Pre-POC Development Costs on a Calendar Quarterly basis in accordance with Section 9.5(a), mutatis mutandis, and such additional costs (if incurred after 2018) will not count toward the Post-2018 POC Cost Cap. The estimated amount to be so reimbursed shall be provided by MyoKardia in advance of the decision whether to so initiate further Development thereof. If instead Sanofi does not elect to bear such costs, then MyoKardia shall have the right, but not obligation, to conduct such Development of such additional Compound under the POC Development Plan for such Program at its sole discretion and expense, provided that upon the earlier of (y) discontinuation of Development of the first Compound for the same Program or (z) completion of the final study report for a Phase 2a Clinical Trial of such second Compound and delivery of the results and an accounting of amounts required to be reimbursed, Sanofi shall reimburse all Pre-POC Development Costs then incurred by MyoKardia in the conduct of the Development of such second Compound after its designation as a Development Candidate, and thereafter Sanofi shall reimburse all Pre-POC Development Costs for such Compound subsequently incurred by MyoKardia on a Calendar Quarterly basis in accordance with Section 9.5(a), mutatis mutandis. For clarity, the requirement of reimbursement under this provision applies only with respect to one additional Compound per Program. In no event shall reimbursement be due to MyoKardia under this Section 5.4(b)(i) in the case in which Sanofi has delivered a notice of termination with respect to this Agreement in its entirety or with respect to the applicable Program prior to the delivery to Sanofi of such final study report. (ii) If instead MyoKardia does not elect to bear such costs with respect to a DCM1 Compound, then Sanofi shall have the right, but...
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Additional Compounds. [***], Theravance may propose that such Additional Compound be included in this Agreement by providing Xxxxxxx with written notice of such Additional Compound (each, an “Additional Compound Notice”), which notice shall include any Data that has been generated by or on behalf of Theravance or its Affiliates that is reasonably necessary for Xxxxxxx to assess whether to include such Additional Compound under this Agreement. Upon receipt of an Additional Compound Notice, Xxxxxxx shall have a period of [***] (the “Assessment Period”) to assess whether it desires to include such Additional Compound within the Compounds and provide notice to Theravance of such determination. Such Assessment Period can be mutually extended by the Parties. [***].
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Additional Compounds. The Additional Compounds shall be treated as Compounds for the purposes of the Collaboration Agreement except, in addition to the terms and conditions of the Collaboration Agreement, COR shall pay to Kyowa Hakko [*] royalty on Net Sales of any Additional Products, to be [*] . Upon request by either party, the parties shall negotiate in good faith [*] for the applicable Additional Product. Such royalty shall be payable as follows: (a) For sales of Additional Products in the United States, such royalty shall be paid in U.S. Dollars quarterly within 60 days after the end of each calendar quarter. Each royalty payment shall be accompanied by a statement of such royalties showing the Net Sales of each Additional Product during such quarter, the calculation of the royalties due, and showing evidence of payment as to any taxes paid on Kyowa Hakko's behalf. (b) For sales of Additional Products in the JV Territory, such royalty shall be deemed to be an [*] of Kyowa Hakko, and shall be [*] basis from Net Sales for purposes of determining Marketing Profits, as provided in Article 7 of the Collaboration Agreement. (c) Such royalties shall terminate as to each Additional Product and as to each country in the JV Territory and the United States upon the later to occur of (i) the last to expire of a patent for an Additional Product in such country or (ii) 10 years after the first commercial sale of such Additional Product in such country.
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Additional Compounds. Under Section 3.1.2 of the BI License, BI has an exclusive worldwide license to any Additional Compounds selected by BI for use in the BI Field, the terms of which license are subject to an agreement to be negotiated in good faith.
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Additional Compounds. (i) In the event that, after Signal exercises the Option, Axys desires to engage in any additional research or clinical development with respect to any additional Collaboration Compound (such as a Back-Up Compound or a second generation compound), Axys will prepare and present to the JDC (and the JRC to the extent additional research is contemplated) an initial Product Development Plan for such additional Collaboration Compound. The JDC (and, if applicable, the JRC) will review, revise and approve such Product Development Plan or additional research (as the case may be) for such additional Collaboration Compound in good faith. Any disagreements with respect to approval of such proposed Product Development Plan will be resolved in the manner that disagreements over Major Changes are resolved under Section 4.2(f). Following approval of such Product Development Plan, updates, revisions and modifications will be governed by Sections 4.2(e), (f) and (g). (ii) The Parties agree that fundraising constraints should not affect their decision-making regarding the development of additional Collaboration Compounds. Accordingly, in the event that a Party has a good faith concern about its fundraising ability for a second Collaboration Compound, the Parties will meet in good faith to achieve a mutually satisfactory resolution for continued research and development and achieving the risk-return objectives contemplated herein. Towards that end, and subject to Axys' financial ability to do so, the following will be offered by Axys: In the event that, prior to commercialization of the first Licensed Product, Signal indicates its inability to fund its share of the research and ***CONFIDENTIAL TREATMENT REQUESTED 18 23 development of a second Collaboration Compound as contemplated in the Product Development Plan, then Axys would fund [***] of the research and development costs of such second Collaboration Compound, provided that [***] of such research and development costs (plus interest at the reference rate for the Bank of America or any successor rate thereto) would be fully credited against amounts due Signal hereunder with respect to the commercialization of the first Licensed Product. In the event that the first Collaboration Compound does not receive Regulatory Approval or ceases to be marketed before Axys has been repaid in full by Signal, Signal would have the option to either (A) repay all amounts due to Axys (plus interest) within a reasonable period of time (not t...
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Additional Compounds. (a) Ardent may develop one or more Delta/Mu Opioid Receptor Agonist compounds (other than the Compound) outside of the Program that have potential antinociceptive activity and safety as specified below ("New Compound"). Unless and until ALZA enters into any Additional Compound License, ALZA will have no rights with respect to such New Compound or any know-how or information disclosed by Ardent with respect thereto except as expressly provided in this Article X (including without limitation Section
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Additional Compounds. During the term of the Collaboration, the Parties may discuss additional obesity compounds (including but not limited to, current or future compounds in ProGen’s pipeline or discovery programs) for inclusion in the Collaboration on the same terms as set forth in this Agreement. If Rani selects any such compound(s), ProGen shall not unreasonably withhold its consent from including such compound(s) in the Collaboration on the same terms as set forth in this Agreement, provided that the compound(s) is/are otherwise unencumbered when selected and Rani is not developing at such time a compound with the same primary mechanism of action for therapeutic effect as the selected compound (e.g., [*]).
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Additional Compounds 
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Related to Additional Compounds

  • Development Milestones In addition to its obligations under Paragraph 7.1, LICENSEE specifically commits to achieving (either itself or through the acts of a SUBLICENSEE) the following development milestones in its diligence activities under this AGREEMENT: (a) (b).

  • Development Milestone Payments Pfizer shall make the payments set forth below within [**] days (or [**] days after [**] following the first occurrence of each event described below for a Licensed Product Covered by a Valid Claim that achieves such milestone (each event a “Development Milestone” and each payment a “Development Milestone Payment”). Development Milestone Development Milestone Payment [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]. The Development Milestone Payment in clause (2) of this Section 3.3 may become payable as set forth in Section 4.6. Whether or not the Development Milestone in clause (2) of this Section 3.3 is achieved, the Development Milestone Payment in clause (2) shall, pursuant to Section 4.6, in all cases become payable prior to the time the Development Milestone Payment in clause (3) of this Section 3.3 becomes payable. With respect to the Development Milestone in clause (3) of this Section 3.3, in the case of a [**] that is determined to have become [**], such Development Milestone, if achieved based on such [**], shall be achieved upon [**]; provided, however, if either [**], such Development Milestone shall be deemed to have been met on the date of such determination. With respect to the Development Milestone in clause (8) of this Section 3.3, such Development Milestone will be paid in [**], provided that if such Licensed Product [**]. (For the avoidance of doubt, all payment [**] that became payable prior to such [**] shall continue to be payable and there shall be [**] of the [**] Development Milestone Payment will be deemed to have been achieved and payable on [**], and will be paid by Pfizer within [**] days thereafter, until the earlier of [**]. For example, [**] of such Development Milestone, such Development Milestone Payment would be paid [**] of the Development Milestone [**]. For the avoidance of doubt: (a) except for (i) the Development Milestone Payment set forth in clause (6) of this Section 3.3 [**], (ii) the Development Milestone Payment set forth in clause (8) of this Section 3.3 [**] and (iii) the Development Milestone Payment set forth in clause (9) of this Section 3.3 [**], each Development Milestone Payment shall be payable only once upon achievement of the applicable Development Milestone and only on the first occurrence of the corresponding Development Milestone regardless of the number of Licensed Products and (b) satisfaction of a Development Milestone by an Affiliate or by a sublicensee or assignee of, or Third Party retained by, Pfizer or its Affiliates shall be deemed to have been satisfied by Pfizer for the purposes of this Section 3.3.

  • Additional Products Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products.

  • 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).

  • Project/Milestones Taxpayer is a food producer and full line grocery store chain, proposing to expand its in- house food manufacturing. In consideration for the Credit, Taxpayer agrees to maintain at least 44 full-time employees, determined on an annual full-time equivalent basis, at its Merced food manufacturing facility; and, to hire full-time employees and invest in a research and development equipment, manufacturing equipment, tenant improvements, and a facility as part of its expansion in Merced and/or Riverside, California (collectively, the “Project”). Taxpayer agrees that for the purposes of satisfying the milestones in Exhibit A (“Milestones”), Taxpayer will only count jobs and investment at its Merced food manufacturing facility and/or a new food manufacturing facility in Riverside, and that no other jobs or investment at any retail or other facility can be counted. For the purposes of calculating the number of full-time employees, no employee transferred from another affiliate, facility, or entity owned, related to, or controlled by the Taxpayer shall be included in the calculation. Taxpayer shall not be entitled to any portion of the Credit if it fails to maintain at least 44 full-time employees, determined on an annual full-time equivalent basis, at its Merced facility for the entire duration of the agreement. Further, Taxpayer agrees to satisfy the Milestones and must maintain Milestones for a minimum of three (3) taxable years thereafter. In the event Taxpayer employs more than the number of full- time employees, determined on an annual full-time equivalent basis, than required in Exhibit A, for purposes of satisfying the “Minimum Annual Wage of California Full-time Employees Hired” and the “Cumulative Average Annual Wage of California Full-time Employees Hired,” Taxpayer may use the wages of any of the full-time employees hired within the required time period. For purposes of calculating the “Minimum Annual Wage of California Full-time Employees Hired” and the “Cumulative Average Annual Wage of California Full-time

  • Development Schedule The Project shall substantially comply with the specific timetables and triggers for action set forth in Article 5 of this Agreement. The parties acknowledge that, as provided in G.S. 160A-400.25(b), the failure to meet a commencement or completion date shall not, in and of itself, constitute a material breach of this Agreement pursuant to G.S. 160A-400.27 but must be judged based upon the totality of the circumstances.

  • Development Activities The Development activities referred to in item “b” of paragraph 3.1 include: studies and projects of implementation of the Production facilities; drilling and completion of the Producing and injection xxxxx; and installation of equipment and vessels for extraction, collection, Treatment, storage, and transfer of Oil and Gas. The installation referred to in item “c” includes, but is not limited to, offshore platforms, pipelines, Oil and Gas Treatment plants, equipment and facilities for measurement of the inspected Production, wellhead equipment, production pipes, flow lines, tanks, and other facilities exclusively intended for extraction, as well as oil and gas pipelines for Production Outflow and their respective compressor and pumping stations.

  • Development Plan document specifying the work program, schedule, and relevant investments required for the Development and the Production of a Discovery or set of Discoveries of Oil and Gas in the Concession Area, including its abandonment.

  • 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 Studies The animal and other preclinical studies and clinical trials conducted by the Company or on behalf of the Company were, and, if still pending are, to the Company’s knowledge, being conducted in all material respects in compliance with all Applicable Laws and in accordance with experimental protocols, procedures and controls generally used by qualified experts in the preclinical study and clinical trials of new drugs and biologics as applied to comparable products to those being developed by the Company; the descriptions of the results of such preclinical studies and clinical trials contained in the Registration Statement and the Prospectus are accurate and complete in all material respects, and, except as set forth in the Registration Statement and the Prospectus, the Company has no knowledge of any other clinical trials or preclinical studies, the results of which reasonably call into question the clinical trial or preclinical study results described or referred to in the Registration Statement and the Prospectus when viewed in the context in which such results are described; and the Company has not received any written notices or correspondence from the FDA, the EMA, or any other domestic or foreign governmental agency requiring the termination, suspension or modification of any preclinical studies or clinical trials conducted by or on behalf of the Company that are described in the Registration Statement and the Prospectus or the results of which are referred to in the Registration Statement and the Prospectus.

Most Referenced Clauses

Most Referenced Definitions