GSK Covenants. GSK hereby covenants to Regulus that:
8.4.1 GSK shall notify Regulus in writing within ten (10) Business Days of the date that GSK or its Affiliate acquires from Santaris or one of Santaris’ Affiliates the SPC-3649 Rights; and
8.4.2 If GSK or its Affiliate acquires from Santaris or one of Santaris’ Affiliates a license to develop and/or commercialize SPC-3649, Regulus and GSK will jointly prepare a research plan for SPC-3649; provided, that (i) GSK shall not be required to share with Regulus or any Founding Company any confidential information if doing so would result in a breach of an agreement between GSK and Santaris; and (ii) GSK will have the sole decision making authority with respect to such research plan.
GSK Covenants. GSK hereby covenants to Regulus that:
10.4.1 GSK shall perform its activities pursuant to this Agreement in compliance with good laboratory and clinical practices and cGMP, in each case as applicable under the laws and regulations of the country and the state and local government wherein such activities are conducted, and with respect to the care, handling and use in Development activities hereunder of any non-human animals by or on behalf of GSK, shall at all times comply (and shall ensure compliance by any of its subcontractors or Affiliates) with all applicable federal, state and local laws, regulations and ordinances and the guiding principles of the “3R’s”, namely, wherever reasonably possible, reducing the number of animals used, replacing animals with non-animal methods and refining the research techniques used for the proper care, handling and use of animals in pharmaceutical research and development activities, subject to Regulus’ reasonable right to conduct reasonable inspections (but not to audit) with advance notice, and GSK shall promptly and in good faith undertake reasonable corrective steps and measures to remedy the situation to the extent that any significant deficiencies in complying with the “3R’s” or applicable law or regulation are identified as the result of any such inspection; and
10.4.2 GSK shall notify Regulus in writing within [...***...] Business Days of the date that GSK or its Affiliate [...***...]. The Parties acknowledge and agree that [...***...] Compounds shall not trigger the obligation under this covenant.
GSK Covenants. (a) GSK shall not grant to any Third Party any rights that would be inconsistent with Fulcrum’s rights hereunder.
(b) GSK shall not assign, transfer, convey or otherwise encumber its right, title and interest in and to the Losmapimod IND or the GSK Intellectual Property in a manner that conflicts with any rights granted to Fulcrum hereunder.
GSK Covenants. GSK hereby covenants to Amgen that:
10.5.1. GSK understands its rights and obligations under this Agreement, and has and will at all times during the Term maintain sufficient resources to fully and diligently perform its obligations hereunder in accordance with the terms and provisions hereof; and
10.5.2. It will not [*].
GSK Covenants. GSK hereby covenants to Amgen that:
12.5.1. GSK understands its rights and obligations under this Agreement, and has and will at all times during the Term maintain sufficient resources to fully and diligently perform its obligations hereunder in accordance with the terms and provisions hereof; and
12.5.2. It will not take any action under or in connection with this Agreement that would or would be reasonably likely to materially breach, disrupt or interfere with the Roche Agreement or otherwise materially adversely impact its performance thereunder, including the disclosure or use of any confidential information of Roche received by GSK under the Roche Agreement.
GSK Covenants. GSK hereby covenants to Isis that GSK will perform its activities pursuant to this Agreement in compliance with good laboratory and clinical practices and cGMP, in each case as applicable under the laws and regulations of the country and the state and local government wherein such activities are conducted, and with respect to the care, handling and use in Development activities hereunder of any non-human animals by or on behalf of GSK; will at all times comply (and will ensure compliance by any of its subcontractors or Affiliates) with all applicable federal, state and local laws, regulations and ordinances and the guiding principles of the “3R’s”, namely, wherever reasonably possible, reducing the number of animals used, replacing animals with non-animal methods and refining the research techniques used for the proper care, handling and use of animals in pharmaceutical research and development activities, subject to Isis’ reasonable right to conduct reasonable inspections (but not to audit) with advance notice; and will promptly and in good faith undertake reasonable corrective steps and measures to remedy the situation to the extent that any significant deficiencies in complying with the “3R’s” or applicable law or regulation are identified as the result of any such inspection.
GSK Covenants. GSK hereby covenants to Targacept that:
10.4.1 neither it nor its Affiliates shall conduct any research or Development activities or otherwise conduct activities under any Research Program or Early Development Program hereunder (other than Supplemental Activities) without Targacept’s prior written consent;
10.4.2 all employees, consultants and agents of GSK or its Affiliates working under this Agreement shall be under the obligation to assign all right, title and interest in and to their inventions conceived and discoveries made within the scope of their employment, whether or not patentable, if any, to GSK as the sole owner thereof; or
10.4.3 neither it nor its Affiliates shall conduct any activity, either on its own, or with, for the benefit of, or sponsored by, any Third Party, that is designed to research, develop or commercialize, or grant any license or other intellectual property rights to any Third Party for the purpose of researching, developing, commercializing or otherwise exploiting in any material respect, in each case in the Territory, any Collaboration Compound (including, without limitation, Development Candidate, Backup Compound, Follow-On Compound, Option Compound, Related Compound, Product Candidate or Licensed Product) outside of the Field. In the event that GSK desires to [********] would be consistent with the covenant in this paragraph, Targacept shall reasonably cooperate with GSK [********] in good faith with GSK.
GSK Covenants. GSK covenants that at no time during the term of this Agreement shall GSK assign, transfer, encumber or grant rights in or with respect to any rights licensed to GSK hereunder or any portion or all of the GSK Arising Patent Rights, GSK Arising Know-How and GSK’s interest in the Joint Arising Patent Rights and Joint Arising Know-How that are inconsistent with the grants and other rights reserved to HGS under this Agreement; provided, however, this covenant shall not affect the absolute right of GSK to transfer title to such GSK Arising Patent Rights and GSK Arising Know-How or its interest in the Joint Arising Know-How and Joint Arising Patent Rights as well as its exclusive licensed rights under this Agreement to any successor to all or substantially all of that portion of GSK’s business relating to belimumab.
GSK Covenants. GSK hereby covenants to Immutep that;
13.4.1 all employees, consultants and agents of GSK or its Affiliates working under this Agreement shall be under the obligation to assign all right, title and interest in and to their inventions conceived and discoveries made within the scope of their employment, whether or not patentable, if any, to GSK as the sole owner thereof; and
13.4.2 it or its Affiliate, as applicable, shall at all times retain sufficient Control over the GSK Arising IP and GSK Background IP to be able to grant the licences to Immutep provided for in this Agreement.
GSK Covenants. Subject to Section 3.7, during the period beginning on the Execution Date and ending on [***], except pursuant to the terms of this Agreement, neither GSK nor any of its Affiliates shall [***].
