Collaboration Genes Sample Clauses

Collaboration Genes. As further consideration for the grant to Bayer of the licenses granted under this Agreement, Bayer shall pay Evogene the following non-refundable milestone fees upon the occurrence of the following events with respect to each Collaboration Gene: 7.3.1.1 [* * *] Euro (€[* * *]) upon achievement of Technology Proof of Concept, or, in the absence of such Technology Proof of Concept, the promotion of a Collaboration Gene to XX Xxxxx 0 [* * *]; 7.3.1.2 [* * *] Euro (€[* * *]) upon achievement of Commercial Proof of Concept, or, in the absence of such Commercial Proof of Concept, promotion of a Collaboration Gene to GM Phase 3 with respect to the first Licensed Product containing such Collaboration Gene; 7.3.1.3 [* * *] Euro (€[* * *]) upon Elite Event Selected, or, in the absence of such Elite Event, the promotion of a Collaboration Gene to GM Phase 4 [* * *]; and 7.3.1.4 [* * *] Euro (€[* * *]) upon the earlier of (a) Regulatory Approval in at least two of the Major Wheat Countries for Regulatory Purposes, [* * *]. The parties acknowledge that there are certain circumstances in which Bayer may wish to advance a number of Collaboration Genes through a certain milestone, even though it anticipates that such Collaboration Genes will be stacked in a single License Product for purposes of addressing a single Trait and will not be commercialized as part of separate Licensed Products or separate Traits within a Licensed Product independently of each other (for example, if the contribution of each Collaboration Gene to the Trait of interest is not significant enough, but the stacking of the Collaboration Genes has the desired effect on the Trait). In such circumstances, Bayer may request Evogene to consider allowing Bayer to make only one milestone payment with respect to such milestone (rather than one payment with respect to each of such Collaboration Genes that Bayer intends to stack in the single Licensed Product for purposes of addressing a single Trait). Such request will be raised by Bayer at a Joint Review Committee meeting and will be accompanied by a detailed explanation supporting such request, including the reason and supporting data (e.g. data relating to the effect of each Collaboration Gene on the Trait of interest) for Bayer’s conclusion that the Collaboration Genes in question will only be stacked into a single Licensed Product for purposes of addressing the same Trait and not commercialized as part of separate Licensed Products or separate Traits wi...
Sample 1
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Collaboration Genes. Prior to providing Bayer with a Gene Computational Report, Evogene will determine whether it has already filed a patent application claiming the relevant Collaboration Gene and its use. Initials Bayer : page 56 of 89 Initials Evogene : *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. (a) With respect to Collaboration Genes for which Evogene has not filed a patent application, Evogene shall file a provisional patent application prior to delivering the relevant Gene Computational Report to Bayer. In addition, Evogene will prepare, file, prosecute and maintain Evogene Patent Rights with respect to each such Collaboration Gene in each of the countries listed in Exhibit D (the “Bayer Requested Countries”). For those Bayer Requested Countries which are member states of the Patent Cooperation Treaty (PCT), such preparation, filing, prosecution and maintenance will be done by filing an international patent application under the PCT, followed by the national phase filings prior to the relevant deadlines. For clarity, nothing in the above shall limit Evogene’s right to prepare, file, prosecute or maintain Evogene Patent Rights with respect to any such Collaboration Gene in any country that is not a Bayer Requested Country. Prior to any due date in the patent prosecution and maintenance process with respect to Evogene Patent Rights, at which date a decision not to file or register an Evogene Patent Right in a particular country may result in irrevocable relinquishing of patent right in that territory (including extended filing at the end of the priority year, entry into national or regional phase of an international patent application or validation of a granted regional patent in respective contracting states), Bayer may (a) request Evogene to file patent applications with respect to such Evogene Patent Rights in additional countries not included in the Bayer Requested Countries, in which case Evogene shall make all reasonable efforts to file such Evogene Patent Rights in such territories prior to the expiration of the relevant filing deadline or (b) subject to Section 9.2.2.6(g), notify Evogene that it does not wish to continue paying for the prosecution of such Evogene Patent Rights in one or more Bayer Requested Countr...
Sample 1

Related to Collaboration Genes

  • Research Plan The Parties recognize that the Research Plan describes the collaborative research and development activities they will undertake and that interim research goals set forth in the Research Plan are good faith guidelines. Should events occur that require modification of these goals, then by mutual agreement the Parties can modify them through an amendment, according to Paragraph 13.6.

  • Collaboration 31.1 If the Buyer has specified in the Order Form that it requires the Supplier to enter into a Collaboration Agreement, the Supplier must give the Buyer an executed Collaboration Agreement before the Start date. 31.2 In addition to any obligations under the Collaboration Agreement, the Supplier must: 31.2.1 work proactively and in good faith with each of the Buyer’s contractors 31.2.2 co-operate and share information with the Buyer’s contractors to enable the efficient operation of the Buyer’s ICT services and G-Cloud Services

  • Research Program The term “

  • Research Collaboration 3.7.1 Aarvik shall carry out the activities of each Work Item and deliver the required Data Package and/or deliverables in accordance with the applicable SOW. Without limiting the generality of the foregoing, Aarvik shall, in accordance with the applicable SOWs and the timeline approved by JRC, apply the Aarvik IP to (i) design and synthesize Collaboration Compounds, and (ii) by itself or through subcontractor(s), [***]. During the Research Term, if any Party identifies any Third Party Patent or Know-How that is necessary or reasonably useful for any activity under the SOWs but has not been included in the Aarvik IP, then such Party shall immediately inform the other Party and the Parties shall discuss in good faith the need of obtaining a license from such Third Party. 3.7.2 No later than [***] ([***]) days after completion of the [***], Aarvik shall, to the extent not already provided to ArriVent, deliver the Data Packages and all other deliverables required under the [***], as well as the results of the Patentability and FTO Analysis as described in Section 3.2.3, to ArriVent. ArriVent shall have the sole discretion to decide whether or not to advance any Collaboration Compound and which Collaboration Compound(s) will be advanced for further studies beyond the [***]. ArriVent shall inform Axxxxx of its decision in writing. If AxxxXxxx decides to advance the Collaboration Program to [***], ArriVent shall make the payment for the [***] pursuant to Section 6.2.1. 3.7.3 If, upon completion of the [***] for the Collaboration Program, AxxxXxxx decides not to advance the Collaboration Program to [***], ArriVent may terminate the Collaboration Program. If AxxxXxxx decides to advance the Collaboration Program to [***], ArriVent shall make the payment for the [***] pursuant to Section 6.2.1. 3.7.4 No later than [***] ([***]) days after completion of the [***], Aarvik shall, to the extent not already provided to ArriVent, deliver all Data Packages and deliverables required under the [***] to ArriVent. ArriVent shall have the sole discretion to decide whether or not to advance any Collaboration Compound and which Collaboration Compound(s) will be advanced for further studies beyond the [***]. ArriVent shall inform Axxxxx of its decision in writing. 3.7.5 No later than [***] ([***]) days after completion of the [***], Aarvik shall, to the extent not already provided to ArriVent, deliver all Data Packages and deliverables required under the [***] to ArriVent. 3.7.6 Within [***] ([***]) days after completion of the [***], Aarvik shall deliver to ArriVent a full report on all key results and findings of the Collaboration Program, and such other data, results and information as ArriVent may deem necessary for it to determine whether or not to exercise the Option (the “Full Report”).

  • Development Program A. Development activities to be undertaken (Please break activities into subunits with the date of completion of major milestones) B. Estimated total development time

  • Commercialization Plan At such times as the JGC will deem appropriate, the JGC will direct the Parties to mutually prepare a Worldwide Commercialization Plan, and the JGC will review and approve such initial Worldwide Commercialization Plan. Thereafter, the JGC will have one or the other Party (or both) update the Worldwide Commercialization Plan each calendar year, and the JGC will review and approve any such update or any other amendment to the Worldwide Commercialization Plan. Notwithstanding anything in this CCPS Agreement to the contrary, the Parties acknowledge and agree that (i) Bluebird may decline to perform any Commercialization activity proposed to be conducted by Bluebird in the Worldwide Commercialization Plan (other than Manufacturing of Vectors and associated Payloads), and (ii) the Worldwide Commercialization Plan will not include, and Bluebird will have no obligation to perform, any such Commercialization activity that Bluebird has declined to perform, provided that once Bluebird has agreed to perform a Commercialization activity, it will be obligated to perform, and cannot decline to perform, such activity. In addition, either Party may request at any time that the JGC consider and approve other updates to the Worldwide Commercialization Plan. Further: (a) The JGC will set the required form and contents of the Worldwide Commercialization Plan. The Worldwide Commercialization Plan will reflect a singular marketing and sales approach worldwide, and will specify, among other things, the number of sales reps in the U.S. for each Party, allocation of regions in the U.S. for each Parties’ sales force, creation of marketing materials, planning for conferences, and other marketing activities. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (b) Neither Party (itself or by or through any others, including any Affiliates or Sublicensees) will take any material action regarding the Commercialization of Licensed Product unless described in the Worldwide Commercialization Plan or approved by the JGC. (c) All Commercialization of Licensed Product for U.S. Administration will be conducted under the supervision of the JGC and as part of the U.S. Development & Commercialization Program. (d) Celgene will have final decision making authority for all Commercialization activities worldwide, including timing of launch and pricing and the Worldwide Development Plan.

  • 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.

  • Development and Commercialization Subject to Sections 4.6 and 4.7, Fibrocell shall be solely responsible for the development and Commercialization of Fibrocell Products and Improved Products. Fibrocell shall be responsible for all costs incurred in connection with the Fibroblast Program except that Intrexon shall be responsible for the following: (a) costs of establishing manufacturing capabilities and facilities in connection with Intrexon’s manufacturing obligation under Section 4.6 (provided, however, that Intrexon may include an allocable portion of such costs, through depreciation and amortization, when calculating the Fully Loaded Cost of manufacturing a Fibrocell Product, to the extent such allocation, depreciation, and amortization is permitted by US GAAP, it being recognized that the majority of non-facilities scale-up costs cannot be capitalized and amortized under US GAAP); (b) costs of basic research with respect to the Intrexon Channel Technology and Intrexon Materials (i.e., platform improvements) but, for clarity, excluding research described in Section 4.7 or research requested by the JSC for the development of a Fibrocell Product or an Improved Product (which research costs shall be reimbursed by Fibrocell); (c) [*****]; and (d) costs of filing, prosecution and maintenance of Intrexon Patents. The costs encompassed within subsection (a) above shall include the scale-up of Intrexon Materials and related active pharmaceutical ingredients for clinical trials and Commercialization of Fibrocell Products undertaken pursuant to Section 4.6, which shall be at Intrexon’s cost whether it elects to conduct such efforts internally or through Third Party contractors retained by either Intrexon or Fibrocell (with Intrexon’s consent).

  • Development Plan document specifying the work program, schedule, and relevant investments required for the Development and the Production of a Discovery or set of Discoveries of Oil and Gas in the Concession Area, including its abandonment.

  • Development Activities The Development activities referred to in item “b” of paragraph 3.1 include: studies and projects of implementation of the Production facilities; drilling and completion of the Producing and injection xxxxx; and installation of equipment and vessels for extraction, collection, Treatment, storage, and transfer of Oil and Gas. The installation referred to in item “c” includes, but is not limited to, offshore platforms, pipelines, Oil and Gas Treatment plants, equipment and facilities for measurement of the inspected Production, wellhead equipment, production pipes, flow lines, tanks, and other facilities exclusively intended for extraction, as well as oil and gas pipelines for Production Outflow and their respective compressor and pumping stations.

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