During the Option Period. During the Option Period, grant any license or other right to a Third Party that would diminish Novartis’ rights under Section 3.1 or Section 5.1.1 or Section 5.1.2 (as applicable) or otherwise under this Agreement. Furthermore, for [***] ([***]) months following the Effective Date, unless required to perform its obligations under this Agreement, neither Akcea nor any of its Affiliates shall (independently or with or through any Third Party) solicit, initiate, seek, encourage or support any inquiry, proposal or offer from, furnish any information to, or participate in any discussions or negotiations with any Third Party with respect to any licensing, acquisition or any collaboration or joint venture relating to the research, development or commercialization of any Product.
During the Option Period. During the Option Period, [***]; and
During the Option Period. Except to the extent required to comply with applicable law, regulation, rule or legal process or as otherwise permitted in accordance with this Section 12.4, during the Option Period, neither Novartis nor its Affiliates will make any public announcements, press releases or other public disclosures concerning a Product, this Agreement or the terms or the subject matter hereof without the prior written consent of Akcea, which consent will not be unreasonably withheld, conditioned or delayed. If, during the Option Period, Akcea intends to make any public announcements, press releases or other public disclosures regarding this Agreement or the terms or the subject matter hereof, or that will materially impact a Product, (i) unless Akcea’s or its Affiliate’s existing confidentiality obligations to a Third Party prohibit it from doing so, Akcea will submit such proposed public disclosure to Novartis for review at least [***] ([***]) Business Days in advance of such proposed public disclosure, (ii) Novartis will have the right to review and recommend changes to such communication, and (iii) Akcea will in good faith consider any changes that are timely recommended by Novartis.
During the Option Period. During the Option Period:
(i) Scholar Rock shall have the sole and exclusive right to bring an action or proceeding to xxxxx any infringement of the Scholar Rock Core Patents.
(ii) As between the Parties, Scholar Rock shall have the first right, but not the obligation, to bring an action or proceeding to xxxxx any infringement of the Collaboration Patents. Scholar Rock agrees to notify JBI of its intention to bring an action or proceeding and to consult with JBI to determine the best course of action and take JBI’s position into due consideration and to keep JBI informed of material developments in the prosecution or settlement of such action or proceeding. Scholar Rock shall be responsible for all costs and expenses of any action or proceeding to xxxxx any such infringement that Scholar Rock initiates and maintains. JBI shall cooperate fully as may be reasonably requested by Scholar Rock, upon reasonable notice, by joining as a party plaintiff if required to do so by Law to maintain such action or proceeding to collect for Scholar Rock’s sole and exclusive benefit any and all damages, profits and awards of any nature recoverable for such infringement (except to the extent such are specifically allocated to JBI based on damages suffered by JBI and not by Scholar Rock), by executing and making available such documents as Scholar Rock may reasonably request, and by performing all other acts which are or may become reasonably necessary to vest in Scholar Rock the right to institute any such action or proceeding, including, without limitation, by using commercially reasonable efforts to obtain any necessary joinder and/or cooperation in any such action or proceeding from any applicable Third Parties. Scholar Rock shall not enter into any settlement or transaction agreement with a Third Party that reduces the scope of or admits invalidity or unenforceability of any Collaboration Patent claims that will cause material harm to JBI, without the prior written consent of JBI, which shall not be unreasonably withheld or delayed. Scholar Rock shall incur no liability to JBI as a consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding any Collaboration Patent invalid or unenforceable. JBI may be represented by counsel of its choice in any such action or proceeding, at JBI’s expense, acting in an advisory but not controlling capacity.
(iii) If Scholar Rock fails to elect or elects not to exercise such first right wi...
During the Option Period. University shall keep Company informed of the status of any and all new patents and/or patent applications that are part of UW Patent Rights Company may provide comments to University on courses of action with respect to the filing of new patent applications relating to UW Technology, prosecution of patent applications, and/or management of patents in UW Patent Rights, provided University shall have exclusive authority to prosecute and maintain UW Patent Rights
During the Option Period. Subject to the terms and conditions of this Agreement, Genus hereby grants to Poseida, during the Option Period, a non-exclusive, non-transferable (except in accordance with Section 12.10) license under the Licensed Technology to research, develop, make, use, import and have made Licensed Products in the Field in the Territory, solely for purposes of development of Licensed Products and preparation for clinical trials, but in
During the Option Period. PSC shall (i) afford Foreland and its respective officers, directors, partners, managers, members, employees, accountants, consultants, legal counsel, agents, and other representatives (collectively, the "Foreland Representatives") reasonable access at reasonable times, upon reasonable prior notice, to the Business and Business Assets and the officers, directors, employees, agents, offices and facilities of PSC and to the books and records relating to such Business and Business Assets; and (ii) furnish promptly to Foreland and the Foreland Representatives such information concerning the business, properties, contracts, records, and personnel of the Business and Business Assets and PSC insofar as related to the Business and Business Assets (including financial, operating and other data and information) as may be reasonably requested, from time to time, by any Foreland or such Foreland Representatives.
During the Option Period. 7.1.1 During the Option Period, Curis will have sole right, responsibility and control of, and will bear all costs and expenses of, managing the supply of all Existing Inventory. In addition, Curis will be responsible for all costs and expenses incurred during the Option Period for distribution of Existing Inventory to clinical sites, storage, testing, labeling, and, if necessary, bulk fill and finish; provided that, during the Option Period, Curis and its Affiliates and Sublicensees may only use Existing Inventory for the conduct of the Phase 1A/1B Study and support of the Research Plan. The Parties shall enter into a quality agreement, which will be consistent with this Agreement, setting forth the Parties’ respective rights and obligations with respect to the release of Existing Inventory, including the authority to release and ship Existing Inventory as required to support the Phase 1A/1B Study. Subject to Curis’ right to use Existing Inventory in accordance with this Agreement, ImmuNext shall retain all right, title and interest in and to all Existing Inventory during the Option Period.
7.1.2 Except as set forth in this Section 7.1.2 or as otherwise agreed in writing by the Parties, none of Curis, its Affiliates or Sublicensees may Manufacture or have Manufactured any Compound or Product during the Option Period. If the quantity and/or quality of Existing Inventory is insufficient for the conduct and completion of the Phase 1A/1B Study (and any additional Phase 1A/1B Study that the Parties agree Curis may conduct pursuant to Section 3.2.2(c), or the KOL Panel permits Curis to conduct in accordance with Section 17.2) and support of the Research Plan, Curis shall have the right during the Option Period to Manufacture or have Manufactured such additional quantity(ies) of Compound or Product as are reasonably necessary for such purposes. For clarity, Curis shall not be obligated to use in any Phase 1A/1B Study any Existing Inventory that Curis determines is not GMP-compliant, does not conform to the applicable specifications, or is otherwise not suitable for use in humans. If Curis proposes to Manufacture or have Manufactured additional quantity(ies) of Compound or Product in accordance with the foregoing, the Parties shall discuss the same in good faith and shall mutually agree as to the contract manufacturing organization(s) to be used for the Manufacture of such Compound or Product Curis shall keep ImmuNext reasonably informed of the proposed terms of ...
During the Option Period. 3.5.1 LeukoSite is licensed to use the Notified Discovery for evaluation purposes. No license is granted for any other purpose, and LeukoSite will keep the Notified Discovery confidential by using the same care and discretion to avoid its disclosure to any third party as LeukoSite uses with respect to strictly-confidential information of its own which it does not wish to be disclosed to others; and
3.5.2 the University will not negotiate with or enter into any agreement or arrangement with any third party for the commercial exploitation of the Notified Discovery. Should LeukoSite (UK) during the Option Period give the University notice of LeukoSite's desire to exercise the right granted in clause 3.4, the parties will complete a license of the Notified Discovery in the form of the Pro Forma License, utilizing the material provided by the University in the notification under clause 3.2 in order to complete the blanks in Paragraphs 1.3, 1.5 and 1.6 and Appendix B. Should the parties be unable to agree any of the wording for the blanks in Paragraphs 1.3, 1.5 and 1.6 and Appendix B by the end of the Option Period, the issue or issues in dispute shall be settled in London by an arbitrator. The arbitrator shall be a barrister specializing in intellectual property law, who has no prior association with either party, or who is otherwise acceptable to both parties. He shall be nominated for the purpose by the then Chairman of the General Council of the Bar. The license granted to LeukoSite in clause 3.5.1, and the obligation accepted by the University in clause 3.5.2, will both be extended until the arbitration is concluded and the license over the Notified Discovery completed.
During the Option Period. All New Leases acquired by Brxxxxx xuring the Option Period will be (i) acquired in the name of Brxxxxx , and (ii) subject to this Agreement and the Farmout Agreement in the same manner as the Leases (as defined herein and in the Farmout Agreement, respectively), including but not limited to the depth restrictions and the 81.25% net revenue interest. If Quest wishes to acquire New Leases within the AMI during the Option Period, Quest and Brxxxxx xill work together to determine acquisition terms (i.e., bonus, royalty, rentals, and lease form). Quest will have the right to drill on the New Leases acquired by Brxxxxx xuring the Option Period in order to exploit the Deep Rights to the New Leases without additional payment to Brxxxxx xuring the Option Period. If Quest exercises its Purchase Option then at the Second Closing, the Purchase Price provided for in Section 3.1 will be increased by an amount equal to two-thirds of the total purchase costs paid by Brxxxxx xo third parties to acquire the New Leases (including costs of lease brokers and any legal fees paid in connection with determination of title to the minerals).
