Common use of Change to Pharmaceutical Partners Product Designation Clause in Contracts

Change to Pharmaceutical Partners Product Designation. Pharmaceutical Partners may propose that the definition of Pharmaceutical Partners Product be modified or expanded in the future to include other pharmaceutical products that target EZH2 by providing written notice to RMS, including details related to development of such pharmaceutical products, to the extent such details are required for development of a RMS Product, and upon delivery of such notice, the definition of Pharmaceutical Partners Product shall automatically be amended to replace and/or include such identified pharmaceutical product; provided that RMS shall not be obligated to perform any additional activities in order to obtain approval from the relevant Regulatory Authorities for a RMS Product for such new pharmaceutical products that would require that it incur any additional expenses except as agreed by the Parties through the execution of a revised or new Project Plan and Payment Plan to compensate RMS for any such activities. In the event that Pharmaceutical Partners Background IP relating to such new pharmaceutical product exists, and is not licensed to RMS under the Agreement, such Pharmaceutical Partners Background IP relating to such new pharmaceutical product will be licensed to RMS under the same terms as other Pharmaceutical Partners Background IP licensed in accordance with Article 9 hereunder. In the event that RMS Background IP relating to such new pharmaceutical product exists, and is not licensed to Pharmaceutical Partners under the Agreement, such RMS Background IP relating to such new pharmaceutical product will be licensed to Pharmaceutical Partners under the same terms as other RMS Background IP licensed in accordance with Article 9 hereunder; provided, however, if such RMS Background IP is Controlled by RMS and, as of the date of notice regarding a proposed change in the definition of Pharmaceutical Partners Product, such Control includes incurring financial or other material obligations to any Third Party in excess of such obligations that applied with respect to the Pharmaceutical Partners Product as defined prior to such proposed change, then such RMS Background IP shall be not be automatically licensed to Pharmaceutical Partners under the Agreement under the same terms as other RMS Background IP. In such circumstance, RMS agrees to negotiate in good faith with the Pharmaceutical Partners for commercially reasonable terms of a sublicense to such RMS Background IP to grant similar licenses of the scope given under Section 9.2 with respect to other RMS Background IP.

Change to Pharmaceutical Partners Product Designation. Pharmaceutical Partners may propose that the definition of Pharmaceutical Partners Product be modified or expanded in the future to include other pharmaceutical products that target EZH2 by providing written notice to RMS, including details related to development of such pharmaceutical products, to the extent such details are required for development of a RMS Product, and upon delivery of such notice, the definition of Pharmaceutical Partners Product shall automatically be amended to replace and/or include such identified pharmaceutical product; provided that RMS shall not be obligated to perform any additional activities in order to obtain approval from the relevant Regulatory Authorities for a RMS Product for such new pharmaceutical products that would require that it incur any additional expenses except as agreed by the Parties through the execution of a revised or new Project Plan and Payment Plan to compensate RMS for any such activities. In the event that Pharmaceutical Partners Background IP relating to such new pharmaceutical product exists, and is not licensed to RMS under the Agreement, such Pharmaceutical Partners Background IP relating to such new pharmaceutical product will be licensed to RMS under the same terms as other Pharmaceutical Partners Background IP licensed in accordance with Article 9 hereunder. In the event that RMS Background IP relating to such new pharmaceutical product exists, and is not licensed to Pharmaceutical Partners under the Agreement, such RMS Background IP relating to such new pharmaceutical product will be licensed to Pharmaceutical Partners under the same terms as other RMS Background IP licensed in accordance with Article 9 hereunder; provided, however, if such RMS Background IP is Controlled by RMS and, as of the date of notice regarding a proposed change in the definition of Pharmaceutical Partners Product, such Control includes incurring financial or other material obligations to any Third Party in excess of such obligations that applied with respect to the Pharmaceutical Partners Product as defined prior to such proposed change, then such RMS Background IP shall be not be automatically licensed to Pharmaceutical Partners under the Agreement under the same terms as other RMS Background IP. In such circumstance, RMS RXX agrees to negotiate in good faith with the Pharmaceutical Partners for commercially reasonable terms of a sublicense to such RMS Background IP to grant similar licenses of the scope given under Section 9.2 with respect to other RMS Background IP.