Existing Regulus Agreements Sample Clauses

Existing Regulus Agreements. Sanofi acknowledges that certain of the Regulus Technology Controlled by Regulus as of the Effective Date were in-licensed, or otherwise acquired by Regulus, from Third Parties under the Existing Regulus Agreements, and that Regulus is obligated to pay In-License Royalties and/or In-License Milestones to the Licensor(s) under such Existing Regulus Agreements as a result of the Development or Commercialization of Products by Sanofi or any of its Affiliates or sublicensees to the extent that such Products are covered by the applicable Third Party Patents. The Parties acknowledge and agree that Regulus will be responsible for paying […***…]% of the In-License Royalties, In-License Milestones and Other In-License Payments that become due to the Licensor(s) under the Existing Regulus Agreements.
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Existing Regulus Agreements. AstraZeneca acknowledges that certain of the Regulus Technology is in-licensed, or was otherwise acquired by Regulus, from Third Parties under the Existing Regulus Agreements, and that Regulus is obligated to pay royalties, milestones and other payments to the Licensor(s) under such Existing Regulus Agreements as a result of the development or commercialization of Products by AstraZeneca or any of its Affiliates or sublicensees to the extent that such Products are covered by the applicable Patents or Know-How licensed to Regulus under such Existing Regulus Agreement. All such royalties, milestones and other payments under such Existing Regulus Agreements shall be paid by Xxxxxxx and AstraZeneca shall under no circumstances whatsoever be liable for any such royalties, milestones or other payments.
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Existing Regulus Agreements. This Appendix 5 contains a list of certain agreements in effect as of the Effective Date between Regulus and certain Third Parties that may, as applicable, place certain encumbrances or limitations on the licenses or sublicenses granted to Sanofi, the exclusivity covenants, and the representations and warranties, where specified in the Agreement. As set forth in the Agreement, the information and disclosures contained in this Appendix 5 are intended only to qualify and limit the licenses granted by Regulus to Sanofi, the exclusivity covenants, and the representations and warranties given by Regulus under the Agreement and do not expand in any way the scope or effect of any such licenses, representations or warranties. Nothing herein constitutes an admission of any liability or obligation of Regulus nor an admission against any interest of Regulus. The inclusion of this Appendix 5 or the information contained in this Appendix 5 does not indicate that Regulus has determined that this Appendix 5 or the information contained in this Appendix 5, when considered individually or in the aggregate, is necessarily material to Regulus. […***...] There are two main projects being prosecuted within the ongoing collaboration between Sanofi and Regulus Therapeutics, miR-21 and miR-221. Within the miR-21 project there are two therapeutic areas being evaluated. The first area is focused on renal fibrosis, specifically a human condition known as Alport Syndrome. The second therapeutic area of interest is Oncology. For the miR-221 project the sole therapeutic area of interest in Oncology. This document will frame the ongoing activities and the planned activities within these collaborations with a more detailed overview of the miR-21 fibrosis program given that this is […***…]. The miR-21 and miR-221 Oncology projects are focused on […***…] and the […***…]. The initial POC Program Plans for the miR-21 fibrosis program, the miR-21 oncology program and the miR-221/222 oncology program are attached hereto as Xxxxxxxx 0X, Xxxxxxxx 0X xxx Xxxxxxxx 0X, respectively. […***…] has been […***…] within the miR-21 fibrosis program. In non GLP toxicology experiments […***…]. The […***…] by comparing the […***…] required for efficacy with the […***…] that is achieved as adverse findings are being observed. This […***…] is considered appropriate for a […***…]. The following activities will be performed within the miR-21 fibrosis program by Regulus.
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Existing Regulus Agreements. (a) Notwithstanding Section 6.10.1 of the Agreement to the contrary, from and after the First Amendment Date, Sanofi shall be responsible for paying 100% of the In-License Royalties, In-License Milestones and Other In-License Payments that become due to the Licensor(s) under the Existing Regulus Agreements (the “Existing Third Party Licensors”) as a result of the Development or Commercialization of Mir-21 Products by Sanofi or any of its Affiliates or sublicensees to the extent that such Mir-21 Products are covered by the applicable Third Party Patents, regardless of whether any such Existing Regulus Agreement is assigned to Sanofi pursuant to Paragraph 5.4 of this First Amendment or Sanofi enters into a Stand-by License Agreement with the applicable Existing Third Party Licensor. With respect to each Existing Regulus Agreement that is assigned to Sanofi pursuant to Paragraph 5.4 of this First Amendment or with respect to which Sanofi enters into a Stand-by License Agreement with the applicable Existing Third Party Licensor, Sanofi shall be solely and directly responsible and liable to the applicable Existing Third Party Licensor for payment of, and will pay directly to such applicable Existing Third Party Licensor, all such In-License Royalties, In-License ***Confidential Treatment Requested 11 Milestones and Other In-License Payments that become due to such Existing Third Party Licensor under such Existing Regulus Agreement as a result of the Development or Commercialization of Mir-21 Products by Sanofi or any of its Affiliates or sublicensees. With respect to each Existing Regulus Agreement that neither is assigned to Sanofi pursuant to Paragraph 5.4 of this First Amendment nor is the subject of a Stand-by License Agreement entered into by Sanofi with the applicable Existing Third Party Licensor, Sanofi shall: (i) notify Regulus in writing of the achievement of any milestone event listed on Schedule 10.2(j), by a Mir-21 Product with respect to which an In-License Milestone is due under such Existing Regulus Agreement within […***…] days after the achievement thereof; (ii) deliver to Regulus at least […***…] days before the end of each Calendar Quarter Sanofi’s good faith forecast of Net Sales (as defined in such Existing Regulus Agreement) of Mir-21 Products that are subject to In-License Royalty payment obligations under such Existing Regulus Agreement and the amount of In-License Royalties that would be due with respect to such estimated Net Sales; (i...
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Existing Regulus Agreements. […***…] Agreement among Regulus and […***…] dated […***…]. […***…] Agreement among […***…] and Regulus dated […***…]. […***…] Agreement between […***…] and Regulus dated […***…]. […***…] Agreement between […***…] and Regulus dated […***…]. All invoices to be sent to AstraZeneca AB, AstraZeneca R&D Mölndal, Finance Accounting, X-000 00, Xxxxxxxxx, Xxxxxx. • Invoice date (date of issue) • Invoice number • Purchase Order number: ___________ If not yet available, then state (to be provided) • Regulus’ Tax ID number • Complete reference for the Agreement: Name of AstraZeneca point of contact e.g. Science Lead(s) / Alliance manager/JSC member cost center (to be provided by AZ) Dealz ID (to be provided by AZ) • Full address of Regulus • Description and quantity of goods or services (e.g., Signing Payment, Quarter 2 Payment, etc.) • Delivery date, if different from invoice date • Invoice amount and currency in U.S. Dollars • Bank details, including, if necessary, IBAN code, account number and bank code and/or SWIFT address.
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Existing Regulus Agreements. This Appendix 5 contains a list of certain agreements in effect as of the Effective Date between Regulus and certain Third Parties that may, as applicable, place certain encumbrances or limitations on the licenses or sublicenses granted to Sanofi, the exclusivity covenants, and the representations and warranties, where specified in the Agreement. As set forth in the Agreement, the information and disclosures contained in this Appendix 5 are intended only to qualify and limit the licenses granted by Regulus to Sanofi, the exclusivity covenants, and the representations and warranties given by Regulus under the Agreement and do not expand in any way the scope or effect of any such licenses, representations or warranties. Nothing herein constitutes an admission of any liability or obligation of Regulus nor an admission against any interest of Regulus. The inclusion of this Appendix 5 or the information contained in this Appendix 5 does not indicate that Regulus has determined that this Appendix 5 or the information contained in this Appendix 5, when considered individually or in the aggregate, is necessarily material to Regulus. * Note: these agreements are not applicable on the Effective Date, and would only apply if Sanofi designates a Collaboration Target under Section 3.6 that is covered by the Patents in-licensed by Regulus under such agreements.
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Related to Existing Regulus Agreements

  • Previous Agreements This Agreement constitutes the entire understanding of the parties and is intended as a final expression of their agreement and a complete statement of the terms thereof. There are no promises, terms, conditions, or obligations, other than contained herein. This Agreement shall supersede all previous communications, representations, or agreements, either oral or written, between the parties.

  • Existing Agreements The Executive represents to the Company that he is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Agreement or limit his ability to fulfill his responsibilities hereunder.

  • Supersedes Previous Agreements This Agreement supersedes all prior or contemporaneous negotiations, commitments, agreements and writings with respect to the subject matter hereof, all such other negotiations, commitments, agreements and writings will have no further force or effect, and the parties to any such other negotiation, commitment, agreement or writing will have no further rights or obligations thereunder.

  • Existing Management and Franchise Agreements Seller has furnished to Buyer true and complete copies of the Existing Management Agreement and the Existing Franchise Agreement, which constitutes the entire agreement of the parties thereto with respect to the subject matter thereof and which have not been amended or supplemented in any respect. There are no other management agreements, franchise agreements, license agreements or similar agreements for the operation or management of the Hotel or relating to the Brand, to which Seller is a party or which are binding upon the Property, except for the Existing Management Agreement and the Existing Franchise Agreement. The Improvements comply with, and the Hotel is being operated in accordance with, all requirements of such Existing Management Agreement and the Existing Franchise Agreement and all other requirements of the Existing Manager and the Franchisor, including all “brand standard” requirements of the Existing Manager and the Franchisor. The Existing Management Agreement and the Existing Franchise Agreement are in full force and effect, and shall remain in full force and effect until the termination of the Existing Management Agreement and the Existing Franchise Agreement at Closing, as provided in Article V hereof. No default has occurred and is continuing under the Existing Management Agreement or the Existing Franchise Agreement, and no circumstances exist which, with the giving of notice, the lapse of time or both, would constitute such a default.

  • Letter Agreements The Company shall not take any action or omit to take any action which would cause a breach of any of the Letter Agreements executed and will not allow any amendments to, or waivers of, such Letter Agreements without the prior written consent of the Representative.

  • Client Agreements Supplier will have a direct contract with, or provide its standard Product or Service terms directly to, Client, which will be enforceable solely between Client and Supplier, for all terms related to Client’s receipt and use of Products and Services (each a “Client Agreement”), other than the payment, risk of loss, and delivery terms that are contracted directly with Accenture.

  • Existing Lock-Up Agreements Except as described in the Registration Statement, the Disclosure Package and the Prospectus, there are no existing agreements between the Company and its security holders that prohibit the sale, transfer, assignment, pledge or hypothecation of any of the Company’s securities. The Company will direct the transfer agent to place stop transfer restrictions upon the securities of the Company that are bound by such “lock-up” agreements for the duration of the periods contemplated therein.

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

  • Prior Agreements; Modifications This Agreement and the schedules, attachments and exhibits attached hereto constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede all previous understandings, commitments, or representations concerning such subject matter. Each Party acknowledges that the other Party has not made any representations other than those that are expressly contained herein, if any. This Agreement may not be amended or modified in any way, and none of its provisions may be waived, except by a writing signed by an authorized representative of the Party against whom the amendment, modification, or waiver is sought to be enforced. The Project Managers shall not be authorized representatives within the meaning of this Section.

  • Prior Agreements; Amendments This Agreement supersedes all prior agreements and understandings between the parties with respect to the subject matter hereof. This Agreement may be amended only by a written instrument duly executed by the parties hereto or their respective successors or assigns.

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