Collaboration Products. Subject to the terms and conditions of this Agreement (including Sections 3.1(e) and (f)), Alnylam hereby grants to Novartis and its Affiliates an exclusive (subject to Alnylam's right (itself or through its Affiliates) to perform its obligations under the Research Collaboration), worldwide, royalty-bearing, sublicensable (subject to Section 3.1(d)) right and license under Alnylam Intellectual Property to (i) Discover, Develop, Commercialize or Manufacture Collaboration Products for all applications in the Field, and (ii) to Develop, Commercialize or Manufacture Discovered RNAi Compounds.
Collaboration Products. Upon the date of an Opt-In Notice and subject to the terms of this Agreement, SGI hereby grants Genmab a worldwide, co-exclusive (with SGI), royalty-free license, including the right to sublicense (as proposed by the JSC and approved by the written consent of the Parties and in accordance with Section 5.11), under the SGI Technology to (a) perform its obligations hereunder with respect to each Collaboration Product in accordance with the relevant Joint Development Plan, and (b) to develop, have developed, make, have made, import, use, offer for sale, have sold and sell such Collaboration Product within the Field in the Territory in accordance with the relevant Commercialization Plan. The license for a Collaboration Product shall continue, on a country-by-country basis, for so long as there are Development or Commercialization activities contemplated.
Collaboration Products. Upon the date of SGI’s Opt-In Notice and subject to the terms of this Agreement, Genmab shall grant to SGI a worldwide, co-exclusive (with Genmab), royalty-free license, including the right to sublicense (as proposed by the JSC and approved by the written consent of the Parties and in accordance with Section 5.11), under the Genmab Patents and Genmab Know-How to (a) perform its obligations hereunder with respect to each Collaboration Product in accordance with the relevant Joint Development Plan, and (b) to develop, have developed, make, have made, import, use, offer for sale, have sold and sell such Collaboration Product within the Field in the Territory in accordance with the relevant Commercialization Plan. The license for a Collaboration Product shall continue, on a country-by-country basis, for so long as there are Development or Commercialization activities contemplated.
Collaboration Products. The JPC shall make all patent term extension decisions with respect to a Collaboration Product. Each Party shall consult with the other Party before applying for or obtaining any patent term extension or related extension of rights, including supplementary protection certificates and similar rights for any Trubion Patent Rights, Facet Collaboration Patent Rights or Facet Product Patent Rights with respect to a Collaboration Product. Neither Party shall proceed with such an extension until the Parties have agreed to a strategy therefor (with any disagreements on such strategy to be resolved by the JPC).
Collaboration Products. 18.2.1 Each Party hereby agrees to indemnify, defend, and hold harmless the other Party’ Indemnitees from and against any and all Liabilities, incurred as a result of any Claims relating to the manufacture, use, handling, storage, Development, Commercialization or other disposition of any Collaboration Product by the indemnifying Party, its Affiliates, employees, agents or Sublicensees, but only to the extent such Claims result from: (a) the gross negligence, recklessness or willful misconduct of the indemnifying Party, its Affiliates, employees, agents or Sublicensees; or (b) any breach by the indemnifying Party of any material provision of this Agreement, including a breach of any representation or warranty made by such Party in this Agreement; except, in each case, to the comparative extent of any such Claim resulting from the gross negligence or willful misconduct of the Indemnitees.
Collaboration Products. The Initial Collaboration Products to be developed hereunder will contain or employ Introgen's Retroviral K-ras related Transduction Vector and/or its Adenoviral K-ras related Transduction Vector. From time to time, upon agreement of RPRP and Introgen, new projects may be added to the Early Stage Development Program to be developed as Collaboration Products. Such projects may include RPRP or Introgen products. It is understood that RPRP may terminate its support for the development for any Collaboration Product as provided in Section 18.3.2 below or as otherwise agreed by the parties.
Collaboration Products. The financial terms for any Product that is a Collaboration Product (including royalty rates and sales milestone payments) and the diligence obligations for any such Product (including Commercial Launch obligations and Minimum Revenue Requirements) must be mutually agreed to in writing by the Parties, taking into consideration the relative contributions made by each Party to the development of such Product, before such Product is included in this Agreement. Following FMI’s decision to Commercially Launch a Collaboration Product in the Territory, FMI shall provide written notice to Roche, and if the Parties cannot agree to terms and conditions for the inclusion of such Collaboration Product as a Product in this Agreement within […***…] (the “Initial Discussion Period”), then the Parties shall each select an independent Third Party expert who is neutral, disinterested and impartial, and has significant relevant experience in the development and commercialization of pharmaceutical products (the “Expert”). Each Expert will within […***…] select a […***…] Expert to form a panel of […***…] Experts (“Panel”). The date on which such Panel is in place will be the “Arbitration Commencement Date.” Each Party shall within […***…] following the Arbitration Commencement Date prepare and deliver to both the Panel and the other Party its proposed financial terms (including royalty rates and sales ***Confidential Treatment Requested*** milestone payments) and diligence obligations (including initial launch and minimum revenue requirements) (collectively, the “Arbitration Offer”) to resolve the disputed matter for such Product and a memorandum (the “Supporting Memorandum”) in support thereof; provided that such Arbitration Offer shall be on the same or substantially similar terms as the last offer made by such Party to the other Party during the Initial Discussion Period. The Panel will also be provided with a copy of this Agreement. Within […***…] after receipt of the other Party’s Supporting Memorandum, each Party may submit to the Panel (with a copy to the other Party) a rebuttal to the other Party’s Supporting Memorandum (a “Rebuttal”), which may include a revision, marked to show changes, of either Party’s proposed terms. Neither Party may have communications (either written or oral) with the Panel other than for the sole purpose of engaging the Panel or as expressly permitted in this Section 8.3.5. Within […***…] after the Panel’s receipt of each Party’s Rebuttal (or ...
Collaboration Products. The Executive Committee shall determine which Development Candidates are suitable for clinical development as Collaboration Products. Any Development Candidate for which an IND is filed shall be deemed a "Collaboration Product."
Collaboration Products. ELAN shall make each of the following non-refundable, non-creditable (except as provided in Section 5.3.2) payments to ARCHEMIX within [***] days after the occurrence of the following milestone events for each of the first two (2) Collaboration Products for each Program Target other than IL-23 to Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. achieve the following milestones, regardless of the number of Collaboration Products that are Developed and Commercialized under this Agreement. Milestone Event Payments [***] $[***] [***] $[***] [***] $[***] [***] $[***] [***] $[***] [***] $[***] [***] $[***] [***] $[***] [***] $[***] [***] $[***] If payment is made for any of milestones 2, 3, 4, 5, 6, or either of 7 or 8, with respect to any Collaboration Product and any of the preceding milestone payments (except milestone 7 in the case of payment of milestone 8) have not been made with respect to such Collaboration Product, then such earlier milestone payments shall be made concurrently therewith (for example, if milestone 6 [***] is paid, but milestone 5 [***] has not been paid, then milestone payments 6 and 5 shall both be made on the basis of the achievement of milestone 6).
Collaboration Products. Annual Net Sales Worldwide Royalty Rate (%) [***] [***]% [***] [***]% [***] [***]%
