Clinical IRD Products. Subject to the terms and conditions of this Agreement and each Supply Agreement, MeiraGTx hereby grants, on behalf of itself and its Affiliates, to Xxxxxxx an exclusive (even as to MeiraGTx), royalty-bearing, sublicensable (through multiple tiers, solely as provided in Section 4.3), transferable (in accordance with Section 19.1) license under the MeiraGTx Technology and MeiraGTx’s interest in the Joint Technology during the Term, to Develop, make, have made, use, have used, sell, have sold, offer for sale, have offered for sale, import, have imported, and otherwise exploit, Manufacture and Commercialize Clinical IRD Products in the Field in the Territory. For clarity, Xxxxxxx may not exercise its rights to make, have made (except by MeiraGTx or its Affiliates or permitted CMOs) or Manufacture Clinical IRD Products in the Field in the Territory except as expressly permitted in a Supply Agreement.
Clinical IRD Products. Within [***] following the Effective Date, MeiraGTx will deliver to Xxxxxxx all copies of: (i) MeiraGTx Know-How reasonably necessary or useful for the Development or Commercialization of the Clinical IRD Products; and (ii) documents and files related to the MeiraGTx Patents Covering the Clinical IRD Products. Thereafter, on a [***] basis during the Term or as otherwise mutually agreed by the Parties, MeiraGTx shall [***] disclose to Xxxxxxx (through the JSC, JDC, or JRC, as applicable) any additional MeiraGTx Know-How reasonably necessary or useful for the Development or Commercialization of any Clinical IRD Product that came into existence after the prior disclosure, will provide reasonable assistance to Xxxxxxx in connection with understanding and using all such MeiraGTx Know-How for purposes consistent with the licenses and rights granted to Xxxxxxx under Section 4.1 and will provide any new documents or files related to the MeiraGTx Patents Covering the Clinical IRD Products that came into MeiraGTx’s possession or control after the prior disclosure. All costs of the transfer set forth in this Section 4.8(a) shall be deemed Clinical Development Costs hereunder and paid in accordance with the terms and conditions set forth in Section 6.1(f).
Clinical IRD Products. (a) Clinical IRD Products. Subject to the terms and conditions of this Agreement (including Section 2.1(b)), the Parties will collaborate with one another to Develop the Clinical IRD Products.
Clinical IRD Products. Subject to the terms and conditions of this Section 10.6, on a Clinical IRD Product-by-Clinical IRD Product basis, Xxxxxxx shall make the Development Milestone Payments provided below to MeiraGTx upon the first (1st) achievement of the corresponding Development Milestone Event for the applicable Clinical IRD Product. Each Development Milestone Payment for a Clinical IRD Product will be payable only once with respect to the respective Clinical IRD Product, even if the corresponding Development Milestone Event occurs: (i) more than once; (ii) with respect to more than one (1) Gene Therapy Product that treats the same Clinical IRD Target Indication as such Clinical IRD Product, including if such Clinical IRD Product [***]; or (iii) for Development Milestone Events set forth in the tables below, with respect to more than one (1)
Clinical IRD Products. Xxxxxxx shall pay to MeiraGTx Royalties, on a Clinical IRD Product-by-Clinical IRD Product basis, on Annual Net Sales for each Clinical IRD Product within the Field in the Territory equal to twenty percent (20%) of Annual Net Sales of such Clinical IRD Product in the Territory.
