Library Compounds Sample Clauses

Library Compounds. The Joint Steering Committee shall design Synthetic Pathways, Scaffolds and their associated Library Compounds so as not to overlap with compounds outside the scope of the Collaboration that are then in or under development for the compound collection of a Party or its Affiliates. The vote by each Party’s representatives to the Joint Steering Committee approving the designation of a Synthetic Pathway and Scaffold shall be deemed a representation by such Party that such Synthetic Pathway and Scaffold do not overlap with compounds outside the scope of the Collaboration that are then in or under development for the compound collection of such Party or its Affiliates. Upon approval, each Synthetic Pathway and Scaffold, together with representative examples and any written descriptions shall be attached and incorporated hereto as Exhibit C.
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Library Compounds. Notwithstanding any other provision of this Section 2.8, Array shall not be required to disclose to Loxo the structures of any Library Compound unless such Library Compound meets those criteria required for a Compound to be an Active Compound.
Library Compounds. Array hereby grants to Chiroscience a non-exclusive, worldwide, paid-up right and license, without the right to sublicense, to make, have made and use the Library Compounds under all U.S. and foreign patents or other proprietary rights owned by Array to carry out Chiroscience's own internal research [ * ] under this Agreement (e.g., screening and identifying lead candidates for drug discovery and development). If Chiroscience establishes a Collaboration (including contracts for screening, production, testing and development services) with a third party, Chiroscience may disclose a Library Compound to such third party and authorize such third party to use the Library Compound as reasonably necessary for the purposes of the Collaboration (whether or not such Library Compound has been designated as an Active Compound); provided, the Collaboration must be evidenced by a written agreement that provides, among other things, the third party agrees not to provide the Library Compound to others (excepting those contractors that actually perform screening, testing, production and development services under such Collaboration and in each such event only under reasonable terms of confidentiality and restricted use) and shall use such Library Compound for the limited purpose of the Collaboration unless and until such Library Compound has been [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 506 of the Securities Act of 1933, as amended.
Library Compounds. During the Research Program Term, Teijin shall keep CombiChem fully informed of its activities with respect to Library Compounds, including, without limitation, notification by Teijin to CombiChem of its intent to screen such Library Compound against an assay other than an assay designed to determine *** Activity or *** Receptor Activity prior to performing any such screening. Teijin shall provide CombiChem with written *** reports within *** of the end of each *** period providing such information.
Library Compounds. In the event that Pharmacopeia determines that any Library Compound in a Focused Library or Targeted Library, which Library Compound (i) is not a Research Compound or OUT Compound, and (ii) is claimed in an Organon patent application or patent claiming a Research Compound or OUT Compound, but has a biological activity distinct from the utility claimed in such patent application or patent, or does not have the utility claimed by Organon, Pharmacopeia may notify Organon. Organon shall have a period of ninety (90) days from receipt of such notice in which to provide Pharmacopeia with evidence reasonably demonstrating that such Library Compound has the utility claimed in the patent application or patent. In the event that Organon fails to provide such evidence, Organon agrees to grant, and hereby grants to Pharmacopeia, an exclusive, worldwide, royalty-free license, with the right to grant and authorize sublicenses, under any applicable Joint Inventions and Organon Technology relating to such Library Compound to make, have made, use and sell products based thereon.
Library Compounds. For compounds prepared in a library format, a general experimental procedure should be provided, including full experimental details, with yields, for a representative selection of library members. The synthesis protocols and selected characterized compounds must reflect the reliability and scope of the reaction sequence. Complete characterization data for compounds comprising libraries need not be reported. However, the synthesis of mixtures without member characterization does not constitute publishable research and therefore must be coupled with the identification and validation of active compounds. Reviewer evaluation of the methods utilized for establishing overall library purity will be an integral part of the manuscript review process. The following guidelines will be used.
Library Compounds. RPR [*]; provided nothing herein shall limit or otherwise affect the provisions of Section 2.11(b) or the licenses or other rights granted to RPR hereunder.
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Library Compounds. Each Library Party shall, in consultation with Anacor and pursuant to the terms of the MTA, have the right to publish the results of its research; provided that when a Library Party desires to publish or disclose its results, the Library Party shall so notify Anacor, describing the proposed publication and Anacor shall notify the JSC of such proposed publication. Anacor shall notify the Library Party and JSC within [ * ] days of either: (i) Anacor’s decision to file a patent application, in which case Anacor may require a delay of such publication or disclosure for up to [ * ] days from the date of receipt of the publication request, to permit Anacor to pursue patent filing, or (ii) Anacor’s decision not to file a patent application in which case the Library Party shall be permitted to publish. Notwithstanding the forgoing, Anacor shall cooperate with the Foundation to make known to potential Library Parties, the existence and availability of the New Library.

Related to Library Compounds

  • Combination Products If a LICENSED PRODUCT is sold to any third party in combination with other products, devices, components or materials that are capable of being sold separately and are not subject to royalties hereunder (“OTHER PRODUCTS,” with the combination of products being referred to as “COMBINATION PRODUCTS” and the Other Product and Licensed Product in such Combination Product being referred to as the “COMPONENTS”), the NET SALES of such LICENSED PRODUCT included in such COMBINATION PRODUCT shall be calculated by multiplying the NET SALES of the COMBINATION PRODUCT by the fraction A/(A+B), where A is the average NET SALES price of such LICENSED PRODUCT in the relevant country, as sold separately, and B is the total average NET SALES price of all OTHER PRODUCTS in the COMBINATION PRODUCT in the relevant country, as sold separately. If, in any country, any COMPONENT is not sold separately, NET SALES for royalty determination shall be determined by the formula [C / (C+D)], where C is the aggregate average fully absorbed cost of the Licensed Product components during the prior Royalty Period and D is the aggregate average fully absorbed cost of the other essential functional components during the prior Royalty Period, with such costs being determined in accordance with generally accepted accounting principles. To the extent that any SUBLICENSE INCOME relates to a COMBINATION PRODUCT or is otherwise calculated based on the value of one or more licenses or intellectual property rights held by the COMPANY, an AFFILIATE or SUBLICENSEE, COMPANY shall determine in good faith and report to THE PARTIES the share of such payments reasonably attributable to COMPANY’s or such AFFILIATE’s sublicense of the rights granted hereunder, based upon their relative importance and proprietary protection, which portion shall be the SUBLICENSE INCOME. THE PARTIES shall have the right to dispute such sharing determination in accordance with the dispute provisions of the AGREEMENT.

  • 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”).

  • Research Program The term “Research Program” shall mean the research program to be undertaken by TSRI under the direction and control of the Principal Investigator as expressly set forth on Exhibit A hereto.

  • Combination Product The term “

  • Licensed Product The term “Licensed Product” shall mean any product (a) the manufacture, use, importation, sale or offer for sale of which would, in the absence of the license granted by this Agreement, infringe a Valid Claim of any of the Licensed Patent Rights, or (b) that is comprised of, utilizes or incorporates Licensed Biological Materials, or (c) that is discovered, developed or made using a Licensed Process.

  • 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).

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • Commercialization License Subject to the terms of this Agreement, including without limitation Section 2.2 and Theravance's Co-Promotion rights in Section 5.3.2, Theravance hereby grants to GSK, and GSK accepts, an exclusive license under the Theravance Patents and Theravance Know-How to make, have made, use, sell, offer for sale and import Alliance Products in the Territory.

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