Collaboration Compounds. 5.1 Pre-Existing Compounds. ImClone shall have no rights to any pre-existing CombiChem Compound unless and until such compound is designated as a Collaboration Compound by CombiChem. Additionally, CombiChem may decline to synthesize a particular compound or library of compounds by reason of existing Patents or contractual obligations. CombiChem shall have no rights to any pre-existing ImClone Compound which is not utilized in the Research Program.
Collaboration Compounds. Subject to Section 7.2.2, during [***] the Effective Date, GSK shall not, either alone or with or for any Third Party, research, optimize, develop, or commercialize (a) any Collaboration Compound from Project 2 that is not a GSK Development Compound or any product that incorporates such a Collaboration Compound, or (b) [***].
Collaboration Compounds. Aarvik shall solely own all right, title and interest in and to any and all Collaboration Compounds until and unless ArriVent exercises the Option for the Collaboration Program, in which case ArriVent shall thereafter solely own all right, title and interest in and to any and all Collaboration Compounds of the Collaboration Program.
Collaboration Compounds. Except pursuant to this Agreement, during the nine (9) year period after the Effective Date, Anacor shall not, either alone or with or for any Third Party, research, optimize, develop, or commercialize (a) any Collaboration Compound in such Project that is not an Anacor Development Compound or any Product that incorporates such a Collaboration Compound, or (b) any compound directed against a Target for such Project against which a Collaboration Compound that is not an Anacor Development Compound is directed. For clarity, this Section 7.1.2 shall not be construed as prohibiting Anacor, either alone or with or for any Third Party, from researching, developing or commercializing an Anacor Development Compound in the Field in the Territory.
Collaboration Compounds. If a Third Party asserts that a Patent or other right owned by it is infringed by the manufacture, use, sale or importation of any Collaboration Compound as to which GSK has not exercised its Option, or any Anacor Development Compound, Anacor shall have the primary right but not the obligation to defend against any such assertions at its cost and expense. In the event Anacor elects to defend against any such Third Party claims, Anacor shall have the sole right to direct the defense of any such Third Party claims and to elect to settle such claims. In the event that Anacor elects not to defend against such Third Party claims within [***] of learning of same, GSK shall have the right, but not the duty, to defend against such an action and thereafter shall have the right to direct the defense of any such Third Party claim(s), including the right to settle such claims, but only with the consent of Anacor, not to be unreasonably withheld. In any event, the Parties shall reasonably assist one another and cooperate in any such litigation at the other's request without expense to the requesting Party. Each Party may at its own expense and with its own counsel join any defense brought by the other Party.
Collaboration Compounds. If a Third Party asserts that a Patent or other right owned by it is infringed by the manufacture, use, sale or importation of any Collaboration Compound as to which GSK has not exercised its Product Option, ChemoCentryx shall have the primary right but not the obligation to defend against any such assertions at its cost and expense. In the event ChemoCentryx elects to defend against any such Third Party claims, ChemoCentryx shall have the sole right to direct the defense of any such Third Party claims and to elect to settle such claims. In the event that ChemoCentryx elects not to defend against such Third Party claims within one hundred twenty (120) days of learning of same, GSK shall have the right, but not the duty, to defend against such an action and thereafter shall have the right to direct the defense of any such Third Party claim(s), including, without limitation the right to settle such claims, but only with the consent of ChemoCentryx, not to be unreasonably withheld. In any event, the Parties shall reasonably assist one another and cooperate in any such litigation at the other’s request without expense to the requesting Party. Each Party may at its own expense and with its own counsel join any defense brought by the other Party.
Collaboration Compounds. 5.1 Pre-Existing Compounds or Other Pre-Existing Rights. Neither Party shall have any rights then existing in the other Party to any pre-existing compound of the other Party unless and until such compound is designated as a Collaboration Compound by such Party. Additionally, CombiChem may decline (after informing ICOS) to synthesize a particular compound or library of compounds by written notice to ICOS of existing Patents, Patent Applications and/or contractual obligations with Third Parties restricting CombiChem's performance of such activities and such notice shall contain a statement of warranty that such Patents, Patent Applications and/or contractual obligations exist and that their existence and the obligations of CombiChem predate an ICOS request of CombiChem to synthesize such compound or library of compounds.
Collaboration Compounds. The following list of Collaboration Compounds discovered by Vitae prior to the Effective Date constitutes “specially restricted Vitae proprietary information.” VTP-000027141 VTP-000027475 VTP-000027649 VTP-000027843 VTP-000027991 VTP-000027142 VTP-000027477 VTP-000027650 VTP-000027844 VTP-000027992 VTP-000027178 VTP-000027478 VTP-000027651 VTP-000027845 VTP-000027993 VTP-000027179 VTP-000027479 VTP-000027652 VTP-000027847 VTP-000027996 VTP-000027180 VTP-000027482 VTP-000027653 VTP-000027848 VTP-000027997 VTP-000027181 VTP-000027483 VTP-000027654 VTP-000027858 VTP-000028007 VTP-000027187 VTP-000027484 VTP-000027655 VTP-000027859 VTP-000028008 VTP-000027188 VTP-000027485 VTP-000027661 VTP-000027861 VTP-000028009 VTP-000027191 VTP-000027486 VTP-000027663 VTP-000027862 VTP-000028021 VTP-000027192 VTP-000027487 VTP-000027664 VTP-000027863 VTP-000028022 VTP-000027219 VTP-000027488 VTP-000027665 VTP-000027864 VTP-000028024 VTP-000027220 VTP-000027503 VTP-000027666 VTP-000027874 VTP-000028030 VTP-000027222 VTP-000027504 VTP-000027707 VTP-000027875 VTP-000028050 VTP-000027223 VTP-000027505 VTP-000027708 VTP-000027876 VTP-000028052 VTP-000027224 VTP-000027506 VTP-000027709 VTP-000027880 VTP-000028055 VTP-000027229 VTP-000027507 VTP-000027710 VTP-000027881 VTP-000028056 VTP-000027230 VTP-000027508 VTP-000027715 VTP-000027882 VTP-000028057 VTP-000027231 VTP-000027509 VTP-000027718 VTP-000027883 VTP-000028058 VTP-000027232 VTP-000027510 VTP-000027720 VTP-000027888 VTP-000028068 VTP-000027233 VTP-000027511 VTP-000027721 VTP-000027889 VTP-000028069 VTP-000027244 VTP-000027512 VTP-000027722 VTP-000027890 VTP-000028070 VTP-000027245 VTP-000027516 VTP-000027723 VTP-000027892 VTP-000028071 VTP-000027247 VTP-000027517 VTP-000027730 VTP-000027893 VTP-000028072 VTP-000027248 VTP-000027519 VTP-000027731 VTP-000027900 VTP-000028073 VTP-000027249 VTP-000027520 VTP-000027762 VTP-000027902 VTP-000028074 VTP-000027250 VTP-000027521 VTP-000027763 VTP-000027903 VTP-000028079 VTP-000027251 VTP-000027522 VTP-000027764 VTP-000027904 VTP-000028080 VTP-000027269 VTP-000027523 VTP-000027765 VTP-000027905 VTP-000028081 VTP-000027270 VTP-000027524 VTP-000027766 VTP-000027916 VTP-000028083 VTP-000027277 VTP-000027532 VTP-000027767 VTP-000027917 VTP-000028084 VTP-000027278 VTP-000027533 VTP-000027772 VTP-000027923 VTP-000028103 VTP-000027279 VTP-000027534 VTP-000027773 VTP-000027934 VTP-000028104 VTP-000027332 VTP-000027571 VTP-000027774 VTP-000027935 VTP-000028105 VTP-000027342 VTP-000027572 VT...
Collaboration Compounds. Unless otherwise agreed by the Parties, NovaBay shall have the right and responsibility (itself or through one or more Third Parties) for manufacturing and supplying Collaboration Compounds in bulk active pharmaceutical ingredient form to Galderma for use in all Development and Commercialization activities for each Collaboration Product in the Field hereunder. In addition to the transfer price for Collaboration Compounds so supplied by NovaBay, Galderma shall reimburse NovaBay for fifty percent (50%) of the reasonable and documented costs incurred in accordance with a budget proposed by NovaBay and approved by Galderma (which approval shall not be unreasonably withheld, delayed or conditioned) with respect to process development, scale-up, quality assurance and quality control testing and monitoring, stability studies, qualification, validation and other similar activities with respect to the manufacture of each Collaboration Compound (collectively “Scale-up Costs”). Notwithstanding the foregoing, Galderma shall only reimburse NovaBay for thirty-three (33%) of Scale-up Costs associated with NVC-[***]. Galderma shall have the right to verify, at its expense, all Scale-up Costs by audit using an independent certified public accountant (subject to obligations of confidentiality to NovaBay or its subcontractor) appointed by Galderma and reasonably acceptable to NovaBay; provided that in the event such Scale-up Costs are audited and the audit reveals that such costs were overstated by more than five percent (5%), then the audit expenses shall be paid by NovaBay. Without limiting the foregoing, in the event that such an audit shows any error in the Scale-up Costs, the payment with respect thereto shall be appropriately adjusted. ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.
Collaboration Compounds. Prior to offering any Third Party the opportunity to acquire a license to develop a Collaboration Compound upon which Bayer has ceased Development, Bayer shall provide Exelixis with the opportunity in writing to consider whether Exelixis wishes to acquire a license to such Collaboration Compound. Bayer shall [ * ]. Exelixis shall have [ * ] following its receipt of such writing in which to inform Bayer in writing that it is interested in acquiring a license to such Collaboration Compound. Thereafter, Exelixis and Bayer shall have [ * ] in which to negotiate and execute a license agreement enabling Exelixis to further develop such Collaboration Compound and to make, have made, import, sell and offer to sell products incorporating such Collaboration Compound. This Section 8.8 does not obligate Bayer to enter into a license agreement with Exelixis that, in the sole discretion of Bayer, Bayer decides is not in its best interests. This Section 8.8 shall expire [ * ].
