Certain Clarifications. (i) For clarity, it is understood that the foregoing licenses do not include the right to modify the Licensed Compound and Licensee agrees that it shall not, and shall require that Related Parties do not, modify the Licensed Compound, except in each case by [***].
(ii) Notwithstanding the foregoing, it is understood that Licensor retains the right to (A) manufacture the Licensed Compound and/or Licensed Product in the Territory for use and/or sale outside the Territory; and (B) subject to Section 4.4(a) below, perform Development of the Licensed Compound and/or Licensed Product in countries of the Territory for purposes of obtaining Regulatory Approval for use of the Licensed Product outside the Territory.
Certain Clarifications. For clarity, it is understood that the foregoing licenses do not include the right to modify Binimetinib or Encorafenib and Ono agrees that it shall not, and shall ensure that its Affiliates, Sublicensees and any other Third Parties to whom it provides Products, Binimetinib or Encorafenib, do not, modify or make improvements to Binimetinib or Encorafenib.
Certain Clarifications. For the avoidance of doubt, Ferromex also has a limited trackage rights under the N-1 trackage right to connect its trackage between Torreón and Tampico and trackage rights to reach the Interchange tracks in Kansas’ Monterrey Yard designated by Kansas supervisors from time to time. Ferromex access is limited to the route: [1] from Line M KP 500+000 to Line M KP 524+000; and [2] from Line M KP 524+000 to Line M 528+000 pursuant to the N-1 trackage right, as more specifically described in Appendix 1.
Certain Clarifications. For the avoidance of doubt, Kansas also has trackage rights over Line M, between Line M KP 4+128 (= Line L KP 672+419) and Line M KP 27+571 pursuant to the PN-10 trackage right, for Kansas’ Trains consisting of Cars that are to be delivered to, or picked up from, the same industry and/or User including:
(i) all rail freight traffic originating in and/or bound for the Árbol Grande, Miramar and Altamira Stations;
(ii) any industry and/or User currently or in the future located within the area comprised between Line M KP 4+128 (= Line L KP 672+419) and Line M KP 27+571; and
(iii) any industry and/or User connected to Section 5.7(e)(i or ii) above, whether directly and/or through auxiliary or secondary tracks, siding, escape tracks, spurs, yard tracks, and/or cortavías.
Certain Clarifications. The rights and licenses granted to Partner in Section 2.1(a) shall be exclusive even as to Bioprojet and its Affiliates, except that, subject to the terms and conditions herein and of the Supply Agreement, Bioprojet retains the right to manufacture (or have manufactured) the Product in the Partner Territory for supply to Partner under the Supply Agreement, as well as for sale and use outside the Partner Territory. For clarity, it is understood that nothing in Section 2.1(a) shall prevent Bioprojet from publicizing the Product as a part of its pipeline at scientific meetings, trade conferences and the like. It is understood that during the Term, Partner shall not research, Develop or Commercialize any products containing the API other than the Product, shall not conduct research as to the Product and shall not clinically Develop or Commercialize the Product otherwise than as permitted pursuant to this Agreement. Subject to the licenses granted hereunder with respect to the Product and the terms and conditions of this Agreement including Section 2.3(b), Bioprojet retains the right to use (and right to grant licenses to Third Parties to use) the Licensed Assets to Develop and Commercialize products containing the API.
Certain Clarifications. If the Board of Directors of a No-Shop Party remains committed to making an Adverse Recommendation Change in favor of a Superior Proposal at the end of the 5-Business Day period referred to in Section 8.07(d), the parties hereby agree that, subject to compliance with Section 8.07(d) and in order to enable such Board of Directors to be sufficiently comfortable that the Superior Proposal will remain available to that No-Shop Party when and if this Agreement is terminated, such No-Shop Party may enter into a binding letter agreement with the Third Party making that Superior Proposal, which letter agreement (x) may provide that such Third Party is obligated, on behalf of that No-Shop Party, to make the payment required to be made by that No-Shop Party pursuant to the relevant provisions of Section 11.04 of this Agreement on the occurrence of a Caremark Payment Event or a CVS Payment Event (as applicable) in accordance with the terms thereof and (y) may attach as an exhibit thereto a fully negotiated and executed agreement and plan of merger (a “Conditional Merger Agreement”) relating to that Superior Proposal providing that such Conditional Merger Agreement is binding on the relevant No-Shop Party and Third Party at that time, but will only become effective on and after (and in no event before) both the (i) termination of this Agreement in accordance with its terms and (ii) the payment by such Third Party of the fee required to be paid under Section 11.04 on behalf of that No-Shop Party to the other party hereto. Notwithstanding the foregoing, the parties further agree that in the circumstances described in the immediately preceding sentence, until the termination of this Agreement in accordance with its terms, (1) in no event may the No-Shop Party entering into such letter agreement and Conditional Merger Agreement make any SEC or other regulatory filings in connection with the transactions contemplated by such letter agreement and Conditional Merger Agreement until the termination of this Agreement, and (2) such No-Shop Party shall otherwise remain subject to all of its obligations under this Agreement (including Section 8.01, Section 8.04 and this Section 8.07) .
Certain Clarifications. Each of the parties to each of the Operative Documents hereby agree and confirm their mutual understanding regarding the intent and interpretation of the following clauses of the South Point Transaction Documents and the South Point Collateral Enhancement Documents (without in any manner, except as expressly and specifically set forth below, otherwise limiting the applicability of any such clause, the interpretation thereof or the intent set forth therein):
Certain Clarifications. The rights and licenses granted to Harmony in Section 2.1(a) shall be exclusive even as to Bioprojet and its Affiliates, except that, subject to the terms and conditions herein Bioprojet retains the rights for sale and use outside the Harmony Territory. For clarity, it is understood that, subject to Article 10, nothing in Article 2 shall prevent either Party from publicizing the Product(s) as a part of its pipeline at scientific meetings, trade conferences and the like. It is understood that during the Term, subject to Harmony’s rights under the LCA and without prejudice to Additional Formulations added to this Agreement pursuant to Section 4.3, Harmony shall not research, Develop or Commercialize any products containing the API other than the Product(s) and shall not conduct research as to the Product(s) or any products containing the API and shall not clinically Develop or Commercialize the Product(s) or any products containing the API otherwise than as permitted pursuant to this Agreement. Subject to the licenses and rights granted hereunder with respect to the Product(s) (including under Article 8), Bioprojet retains the right to use (and right to grant licenses to Third Parties to use) the Licensed Assets to Develop and Commercialize products containing the API outside the Harmony Territory and in the Harmony Territory when not restricted pursuant to Section 8.4(a) including with respect to Bioprojet’s [***] program. The Parties agree that activities undertaken in accordance with this Agreement shall not give rise to a breach of the LCA and, without limitation, that any Development activity, Collaboration IP, or Product Developed under this Agreement shall not be progressed, licensed, Developed, Manufactured or otherwise Commercialized (as applicable) under or pursuant to the LCA, but rather shall be progressed, licensed, Developed, Manufactured or otherwise Commercialized (as applicable) under this Agreement.
Certain Clarifications. The license granted in Section 2.1(a) excludes and Licensee shall not use the Asset or any part thereof or of the Licensed Intellectual Property for any other purpose than the Exploitation of a Product in the Field. Without limiting the foregoing, Licensee shall not use the Asset or any part thereof or of Licensed Intellectual Property in ADC, multispecific antibodies or any other derivative of the Asset, for each of which Licensor retains exclusive rights in all fields of use. Licensee acknowledges that Licensor is currently developing an ADC containing the Asset in oncology.
Certain Clarifications. Each of the parties to each of the Operative Documents hereby agree and confirm their mutual understanding regarding the intent and interpretation of the following clauses of the Broad River Transaction Documents and the Broad River Collateral Enhancement Documents (without in any manner, except as expressly and specifically set forth below, otherwise limiting the applicability of any such clause, the interpretation thereof or the intent set forth therein):
