Cancer Field Sample Clauses

Cancer Field. Subject to Section 13.3(c) and 13.3(d), at any time after BMS’ exercise of the Option, Alder shall have the right to terminate this Agreement with respect to all Cancer Products in the Cancer Field in a particular Region upon written notice to BMS if BMS materially breaches any material obligation under this Agreement (other than any breach as described under Section 13.4) that pertains to one or more Cancer Products in the Cancer Field in such Region and, after receiving written notice from Alder identifying such material breach by BMS in reasonable detail, fails to cure such material breach within [***] from the date of such notice (or within [***] from the date of such notice in the event such material breach is solely based upon BMS’ failure to pay any amounts due Alder hereunder); provided however, that: (1) Alder may terminate BMS’ rights with respect to all Cancer Products in the Cancer Field for all Regions if BMS’ material breach with respect to a Cancer Product in the Cancer Field pertains to the Europe Region or does not pertain to any particular Region; and (2) BMS shall continue to be responsible, for the longer of (A) a period of [***] after the effective date of such termination and (B) the period from the effective date of such termination until [***], for its share of Cancer Development Costs for clinical trials for any Cancer Product in the Cancer Field in or with respect to the terminated Region(s) that were Initiated prior to the date of the notice of termination.
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Cancer Field. Subject to Section 13.3(c), at any time after BMS’ exercise of the Option, BMS shall have the right to terminate this Agreement upon written notice to Alder with respect to all Cancer Products in the Cancer Field in any or all Regions in the Cancer Territory if Alder materially breaches any material obligation under this Agreement (other than any breach as described under Section 13.13) and, after receiving written notice from BMS identifying such material breach by Alder in reasonable detail of its obligations under this Agreement, fails to cure such material breach within [***] from the date of such notice.
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Cancer Field. If BMS terminates this Agreement under Section 13.3(b)(ii) or (iii) on account of Alder’s uncured material breach with respect to Cancer Products in the Cancer Field, then this Agreement shall terminate with respect to all Cancer Products in the Cancer Field in all Regions, all licenses granted to BMS in Section 7.9 shall terminate and BMS’ right of negotiation as set forth in Section 7.10 shall terminate.
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Cancer Field. Subject to Sections 13.4(c) and 13.4(d), Alder shall have the right to terminate this Agreement on a Region-by-Region basis with respect to all Cancer Products in the Cancer Field if BMS is in material breach of its obligation to use Diligent Efforts as set forth in Section 3.4 or 5.4 with respect to such Region; provided however, (i) such license shall not so terminate unless (A) BMS is given [***] prior written notice by Alder of Alder’s intent to terminate, stating the reasons and justification for such termination and recommending steps which Alder believes BMS should take to cure such alleged breach, and (B) BMS, or its Sublicensee, has not (1) during the [***] period following such notice, provided Alder with a plan (reasonably agreed to by Alder) for the diligent Development and/or Commercialization of Cancer Product in the Cancer Field in such Region as set forth in Sections 3.4 and 5.4 and (2) during the [***] period following such notice carried out such plan and cured such alleged breach by diligently pursuing the Development and/or Commercialization of Cancer Products in the Cancer Field in such Region as set forth in Sections 3.4 and 5.4; (ii) Alder may terminate BMS’ rights with respect to all Cancer Products in the Cancer Field for all Regions if BMS’ material diligence breach with respect to a Cancer Product in the Cancer Field pertains to the Europe Region; and (iii) BMS shall continue to be responsible, for the longer of (A) a period of [***] after the effective date of such termination and (B) the period from the effective date of such termination until [***], for its share of all Cancer Development Costs of clinical trials for any Cancer Product in the Cancer Field in or with respect to the terminated Region(s) that were Initiated prior to the date of the notice of termination. For clarity, it is understood and acknowledged that Diligent Efforts in the Development of a [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Cancer Product in a particular Region may include sequential implementation of clinical trials and/or reasonable intervals between clinical trials for data interpretation and clinical program planning and approval, to the extent such implementation and/or intervals are appropriate in view of the scientific, technical and commercial factors relevant to Development of ...
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Related to Cancer Field

  • 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.

  • 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.

  • Competing Products The provisions of Section 21 are set forth on attached Exhibit H and are incorporated in this Section 21 by this reference.

  • 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.

  • 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.

  • Combination Products If a LICENSED PRODUCT is sold to any third party in combination with other products, devices, components or materials that are capable of being sold separately and are not subject to royalties hereunder (“OTHER PRODUCTS,” with the combination of products being referred to as “COMBINATION PRODUCTS” and the Other Product and Licensed Product in such Combination Product being referred to as the “COMPONENTS”), the NET SALES of such LICENSED PRODUCT included in such COMBINATION PRODUCT shall be calculated by multiplying the NET SALES of the COMBINATION PRODUCT by the fraction A/(A+B), where A is the average NET SALES price of such LICENSED PRODUCT in the relevant country, as sold separately, and B is the total average NET SALES price of all OTHER PRODUCTS in the COMBINATION PRODUCT in the relevant country, as sold separately. If, in any country, any COMPONENT is not sold separately, NET SALES for royalty determination shall be determined by the formula [C / (C+D)], where C is the aggregate average fully absorbed cost of the Licensed Product components during the prior Royalty Period and D is the aggregate average fully absorbed cost of the other essential functional components during the prior Royalty Period, with such costs being determined in accordance with generally accepted accounting principles. To the extent that any SUBLICENSE INCOME relates to a COMBINATION PRODUCT or is otherwise calculated based on the value of one or more licenses or intellectual property rights held by the COMPANY, an AFFILIATE or SUBLICENSEE, COMPANY shall determine in good faith and report to THE PARTIES the share of such payments reasonably attributable to COMPANY’s or such AFFILIATE’s sublicense of the rights granted hereunder, based upon their relative importance and proprietary protection, which portion shall be the SUBLICENSE INCOME. THE PARTIES shall have the right to dispute such sharing determination in accordance with the dispute provisions of the AGREEMENT.

  • New Products You agree to comply with NASD Notice to Members 5-26 recommending best practices for reviewing new products.

  • Combination Product The term “

  • 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.

  • Field The term “

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