Novartis. On a Regional Target-by-Regional Target basis, Novartis will be solely responsible, at its expense, for all Commercialization activities relating to Regional Licensed Products in the Field in the Novartis Territory. On a Regional Target-by-Regional Target basis, Novartis will use Commercially Reasonable Efforts to (a) Commercialize each Regional Licensed Product for which Novartis has obtained Regulatory Approval within the Novartis Territory, and (b) perform all Commercialization activities for such Regional Licensed Product in accordance with the RLP Commercialization Strategy.
Novartis. (a) Notwithstanding Section 12.5.1, in the event that Novartis or its Affiliates make a Third Party Acquisition where the applicable Third Party or portion of such Third Party’s business, prior to such acquisition, conducting a research, development or commercialization program that, if conducted by Novartis at such time, would be a breach of Novartis’s exclusivity obligation in Section 12.5.1 (a “Novartis Competing Program”), Novartis will use Commercially Reasonable Efforts to divest such Novartis Competing Program promptly following the closing of such acquisition, unless Novartis has exercised its right to terminate this Agreement pursuant to Section 15.2 with respect to the CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. target of the Novartis Competing Program, and in any event will complete such divestment within [***] after the closing of such acquisition, provided that (i) such [***] time period will be extended if, at the expiration of such time period (and any extensions thereto), Novartis provides competent evidence of reasonable on-going efforts to divest such Novartis Competing Program, (ii) Novartis may conduct the Novartis Competing Program independently of Novartis’s activities under this Agreement during such time period and without any use of any Restricted Technology, and (iii) Novartis will cease all research, development and commercialization activities with respect to such Novartis Competing Program if Novartis has not completed such divestment within one (1) year after the closing of such acquisition (it being understood that Novartis may thereafter continue its efforts to divest such asset). Novartis will not be deemed in breach of Section 12.5.1 with respect to such Novartis Competing Program so long as Novartis complies with the terms of this Section 12.5.2.2.
(b) In the event of a Change of Control of Novartis, the exclusivity obligations of Novartis set forth in Section 12.5.1 will apply to and bind the Third Party referred to in the definition of Change of Control and its Affiliates subject to the following provisions:
(i) [***] CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION ...
Novartis. Novartis may subcontract to Affiliates or Third Parties the performance of tasks and obligations related to Novartis’s Development, Manufacture, and Commercialization of, or the conduct of Medical Affairs Activities with respect to, the Licensed Product under this Agreement as Novartis deems appropriate, which subcontract may include a sublicense of rights necessary for the performance of the subcontract as reasonably required; provided, that Novartis shall remain responsible for the performance of this Agreement and shall cause any such subcontractor to comply with all applicable terms and conditions of this Agreement.
Novartis. Notwithstanding the aforesaid, the Licensor (pursuant to approval from Novartis) shall have the right to amend Appendix A1 and A2 of this Agreement at any time without the Licensee’s consent in order to include additional patents in Appendix A1 and A2.
Novartis. All amounts due and any obligations under the Novartis Acquisition Agreement as at the date of this Agreement by an Obligor have been duly paid or satisfied (as the case may be).
Novartis. Notwithstanding anything in this Agreement to the contrary and in addition to other rights expressly granted herein, SomaLogic hereby gives Novartis and its Affiliates access to and hereby grants to Novartis and its Affiliates a worldwide, non-exclusive, nontransferable, perpetual, sublicensable (as described below), fully paid, royalty-free license and right to use SOMAscan Data generated by SomaLogic under this Agreement or under the Original Agreement to research and develop (including obtaining regulatory approval for) Novartis Diagnostics and Novartis Therapeutics, and for the Commercialization of Novartis Therapeutics, by or on behalf or for the account of Novartis or any of its Affiliates, as well as a right to disclose both SOMAscan Data and Novartis Results to Third Parties (in the case of SOMAscan Data, subject to the obligations set forth in Section 4.10.1.b below).
Novartis a. As of and after the Execution Date, Aspen hereby grants to Novartis a fully paid up, perpetual, non-exclusive license for Novartis’ non-commercial, internal research use only to Aspen’s interest in any Joint Inventions related to the Field, Joint Know-How related to the Field and Joint Patents related to the Field, if any. The Parties agree that such license right to Novartis will neither impact nor limit in any way Aspen’s ability to commercialize or use the Joint Inventions related to the Field, Joint Know-How related to the Field and Joint Patents related to the Field, if any, including usage wherein Aspen provides license rights to third parties, and does not relate to Aspen Patent Rights or Aspen Know-How, but only to Joint Inventions related to the Field, Joint Know-How related to the Field and Joint Patents related to the Field, if any developed under the Prior Agreements. For avoidance of doubt, Novartis rights in Novartis Technical Information and Patent Rights, in existence prior to the Prior Agreements, shall not be impacted by this Termination Agreement.
b. Upon execution of this Termination Agreement, Aspen shall return to Novartis the documents and samples identified in Schedule B to this Termination Agreement, which is incorporated herein by reference.
Novartis. The Company has no material continuing obligations under that certain Option Agreement (including any merger agreement or other agreement appended thereto or entered into in connection therewith), dated October 29, 2010, as amended on May 9, 2012 and April 15, 2013, by and between Novartis International Pharmaceutical Limited and the Company, which was terminated on November 25, 2013.
Novartis. Novartis represents and warrants that: (i) it is a -------- company duly organized validly existing and in good standing under the laws of Switzerland; and (ii) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of Novartis.
Novartis. Notwithstanding anything herein to the contrary, in the event that Novartis or its Affiliates, or any of their respective designees, files a [***], the provisions of Sections 7.3, 7.4 and 7.5 regarding BMT’s obligations shall not apply to any such [***] or activities undertaken by or on behalf of Novartis or its Affiliates, or their respective designees, under or related solely to such [***], which shall be the responsibility of Novartis or its Affiliates, or their respective designee.
