Back-Up Compounds. (a) Selection of Back-up Compounds.
Back-Up Compounds. Biogen Idec may, in its discretion, at any time during the Research Term, designate (i) any number of Development Compounds, (ii) any number of Lead Compounds that are Biogen Idec Proprietary Compounds and (iii) up to [***] Lead Compounds that are not Biogen Idec Proprietary Compounds as “Back-Up Compounds” with respect to any one Development Compound (such Development Compound, a “Primary Development Compound”). If Biogen Idec determines, in its sole discretion based on criteria similar to how Biogen Idec makes determinations with respect to its own therapeutic programs, taking into account such factors as development feasibility, commercial viability, and intellectual property protection, that the Development of a Primary Development Compound has not yielded sufficient progress and that Development activities with respect to such Primary Development Compound should be discontinued, then Biogen Idec may designate one of the Back-Up Compounds for such Primary Development Compound as a substitute for such Primary Development Compound, and such Back-Up Compound will then be considered the Primary Development Compound. In such case, the discontinued Primary Development Compound will be deemed to be a Back-Up Compound for such new Primary Development Compound. In order to maintain a Lead Compound as a Back-Up Compound, Biogen Idec will be required to establish that it is using Commercially Reasonable Efforts applicable to Back-Up Compounds in connection with the Development of such Back-Up Compound.
Back-Up Compounds. Subject to Clause 4.7 with respect to Reserved Activities, Lilly may develop Back-up Compounds with respect to any Product at any time in accordance with a Co-Development Plan or Development Plan, as applicable. In the event that any such Back-up Compound becomes a Replacement Back-up Compound, then such Replacement Back-up CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Compound would, with respect to Development Milestones, “step-in” to the place of the Product it is replacing in accordance with Clause 13.4.2(e). Without limiting the foregoing, Lilly has no right to commercialize any Back-up Compound that is not a Replacement Back-up Compound; provided, that should Lilly desire to commercialize a Back-up Compound (other than a Replacement Back-up Compound), such commercialization shall be subject to negotiation of applicable financial terms under Clause 12.3.
Back-Up Compounds. The payments set forth in Sections ------------------ 7.3.1(a) and 7.3.2(a) above shall be made with respect to each Collaboration Compound (and corresponding Product). Notwithstanding the above, none of the milestone payments due pursuant to Sections 7.3.1(a) and 7.3.2(a) above shall be paid with respect to any Active Compound or Other Compound, or any Derivative Compound of any of the foregoing, which is in active clinical development for any indication that is substantially the same as any indication for which a milestone-bearing Lead Compound is being developed, and where BMS' development plan for such Active Compound, Other Compound, or Derivative Compound specifically contemplates a halt in the development thereof if such Lead Compound is developed through NDA approval.
Back-Up Compounds. At any time after acceptance of the first Candidate Compound pursuant to Section 2.5(a) and prior to final approval of an NDA or HRD for the first Licensed Product, Schering shall have the right to designate any Back-up Compound as a Licensed Product and Schering shall notify Corvas promptly thereof. Upon receipt by Corvas of such notice, such Back-up Compound shall become a Licensed Product and Exhibit D hereto shall be modified accordingly.
Back-Up Compounds. Subject to the terms and conditions of this Agreement, Corvas hereby grants to Schering an exclusive, even as to Corvas, license under the Corvas Patent Rights and Corvas Know-How, with the right to grant sublicenses, to make, use, offer for sale, import and export Back-up Compounds for all uses in the Territory. The license granted in this Section 3.1(b) shall expire when Back-up Compounds become Licensed Products in accordance with Section 2.5(b).
Back-Up Compounds. If, upon exercise of the Option with respect to a Dynavax Program, there are not [ * ] Back-up Compounds in such Dynavax Program that [ * ], then Dynavax shall continue, until [ * ] after GSK exercises such Option, to Develop [ * ] Back-up Compounds that [ * ] for such Dynavax Program, at Dynavax’s sole cost and responsibility. Such Back-up Compounds shall be subject to GSK’s Option and included within the applicable GSK Development Program. For clarity, efforts undertaken pursuant to this Section 5.2.1 following expiration of the Research Term shall not be deemed to extend the Research Term, but shall be subject to Dynavax’s obligation to use Commercially Reasonable Efforts.
Back-Up Compounds. At any time throughout a period of [***] (the “Designation Period”) and in accordance with the provisions of Article 5.2 below, Helsinn shall have the right at its discretion to designate one of the Back-Up Compounds listed in the Back-Up Compounds Schedule as a replacement compound to be developed in place of ZP1846 (the “Designated Back-Up Compound”); provided, however, that:
Back-Up Compounds. (i) It is understood that the JRC (or the JDC, as applicable) will identify Back-Up Compounds as contemplated by Sections 1.7, 1.14, 1.23, 1.47, and 1.98 and the compounds that contain the [**] or any series of compounds demonstrating activity against a Target as contemplated by Sections 1.14(a)(iv), 1.23(d), 1.47(d), and 1.98(a)(iv). When the JRC (or the JDC, as applicable) identifies a Collaboration Compound to be designated as a Back-Up Compound in a Program, such Collaboration Compound can only be so designated if it has not previously been allocated to another Program or if the Committee by Mutual Consent (after disclosure of the previous allocation of such Collaboration Compound to another Program) determines to designate such Collaboration Compound as a Back-Up Compound to such second Program.
Back-Up Compounds. CONFIDENTIAL TREATMENT REQUESTED The following provisions will apply with respect to Back-up Compounds to any Drug Product Candidate.
