OHSU AGREEMENT Sample Clauses

OHSU AGREEMENT. Patent Rights licensed to Neurocrine pursuant to the OHSU Agreement (the "Sublicensed Rights") are included in the Neurocrine Technology licensed to Wyeth-Ayerst hereunder. Wyeth-Ayerst has approved the terms of the OHSU Agreement and the Parties agree that the terms of the OHSU Agreement are consistent with the terms of this Agreement and no conflict exist with respect to Neurocrine's obligations under this Agreement and Neurocrine's obligations under the OHSU Agreement. Wyeth-Ayerst will have all of the rights set forth in that agreement to be afforded to Neurocrine's sublicensee of any technology licensed thereunder including, without limitation, in the event of a termination of the OHSU Agreement, the right under Section 4.03 thereof, to enter into a license, with respect to the Sublicensed Rights, directly with OHSU which license would be on the same terms and conditions as the OHSU Agreement. In the event that Wyeth-Ayerst enters into such a license with OHSU, (i) [***] of any payments made by Wyeth-Ayerst to OHSU under Paragraph 6.02 thereof (including payments creditable against payments owed under Section 6.02 thereof) and (ii) [***] of other payments thereunder shall in each case be deducted from any payments that Wyeth-Ayerst remains obligated or thereafter becomes obligated to make to Neurocrine under this Agreement. Neurocrine agrees that it will not modify or amend the OHSU Agreement, insofar as any such amendment or modification will have any impact on any of the rights or obligations of Wyeth-Ayerst under this Agreement or any agreement entered into between Wyeth-Ayerst and OHSU in accordance with this Section 3.5, without Wyeth-Ayerst's prior written consent which consent (i) may be provided or withheld by Wyeth-Ayerst in Wyeth-Ayerst's sole discretion in the case of any modification that would negatively impact any such rights or obligations of Wyeth-Ayerst, including, without limitation, any increase in payments to be made by Wyeth-Ayerst, any increase in diligence obligations, or any modification of the exclusivity of the Sublicensed Rights, or (ii) will not be unreasonably withheld by Wyeth-Ayerst in the case of any modification that would not negatively impact any such rights or obligations of Wyeth-Ayerst. Neurocrine further agrees that it will promptly provide Wyeth-Ayerst with copies of any notices it receives from or gives to OHSU pertaining to any termination or threatened termination of the OHSU Agreement.
Sample 1
OHSU AGREEMENT. The Parties have agreed to share equally the royalty payments to OHSU required under paragraph 6.02 of the OHSU Agreement (the "Shared Obligation"). All other payments under the OHSU Agreement shall be the responsibility of Neurocrine. Neurocrine shall be responsible for making all payments due under the OHSU License Agreement and, within ten (10) days of making any payment required under paragraph 6.02 of the OHSU Agreement, Neurocrine shall provide to Wyeth-Ayerst documentary evidence that such payment has been made. Within thirty (30) days after Wyeth-Ayerst receives from Neurocrine such documentary evidence, Wyeth-Ayerst shall pay to Neurocrine an amount equal to [***] of the payments due to the Oregon Health Sciences University pursuant to [***] for Licensed Patent Rights (as defined in the OHSU Agreement) included in the Neurocrine Technology licensed to Wyeth-Ayerst hereunder, provided, however, that any credits that may accrue to Neurocrine by reason of payments by Neurocrine to OHSU pursuant to [***] will be considered a credit against Neurocrine's portion of Shared Obligation, and any credits that may accrue pursuant to [***] or Wyeth-Ayerst, as the case may be, will be considered a credit against Neurocrine's or Wyeth-Ayerst's, respectively, portion of the Shared Obligation.
Sample 1
OHSU AGREEMENT. 20 ARTICLE FOUR -- STEERING COMMITTEE......................................................................21
Sample 1

Related to OHSU AGREEMENT

  • Stock Option Agreement Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The Stock Option Agreement shall specify whether the Option is an ISO or an NSO. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical. Options may be granted in consideration of a reduction in the Optionee’s other compensation.

  • Collaboration Agreement The Collaboration Agreement shall not have been terminated in accordance with its terms and shall be in full force and effect.

  • Letter Agreement The Company shall have entered into the Letter Agreement on terms satisfactory to the Company.

  • Transition Agreement 12.8.1 In the event of termination of this Agreement, whether in its entirety or with respect to the Terminated Territory, Galapagos and Abbott shall negotiate in good faith the terms and conditions of a written transition agreement (the “Transition Agreement”) pursuant to which Abbott and Galapagos will effectuate and coordinate a smooth and efficient transition of relevant obligations and rights to Galapagos as reasonably necessary for Galapagos to exercise its licenses pursuant to Section 12.6 and Section 12.7 with respect to the Licensed Products after termination of this Agreement (in its entirety or with respect to the Terminated Territory, as applicable) as and to the extent set forth in this Article 12. For clarity, except as set forth in Section 3.5.1(ii), Abbott shall not be required to manufacture or have manufactured the Licensed Products by or on behalf of Galapagos as part of the Transition Agreement. 12.8.2 The Transition Agreement shall provide that in the event of a termination of this Agreement in its entirety by Abbott pursuant to Section 12.3 or by Galapagos in its entirety pursuant to Section 12.2.1 or Section 12.2.2, Abbott shall: (i) where permitted by Applicable Law, transfer to Galapagos all of its right, title, and interest in all Regulatory Documentation then owned or Controlled by Abbott or its Affiliates or Sublicensees and in its/their name applicable to the Licensed Products in the Territory that are the subject of an exclusive license grant in Section 12.6.1(iii); (ii) notify the applicable Regulatory Authorities and take any other action reasonably necessary to effect the transfer set forth in clause (i) above; (iii) unless expressly prohibited by any Regulatory Authority, transfer control to Galapagos of all Clinical Studies being Conducted by Abbott or its Affiliates or Sublicensees as of the effective date of termination and continue to conduct such Clinical Studies, at Galapagos’ cost, for up to […***…] ([…***…]) months to enable such transfer to be completed without interruption of any such Clinical Study; provided that (A) Galapagos shall not have any obligation to continue any Clinical Study unless required by Applicable Law, and (B) with respect to each Clinical Study for which such transfer is expressly prohibited by the applicable Regulatory Authority, if any, Abbott shall continue to conduct such Clinical Study to completion, at Galapagos’ cost; (iv) assign (or cause its Affiliates or Sublicensees to assign) to Galapagos all agreements with any Third Party with respect to the conduct of pre-clinical Development activities, Clinical Studies or Manufacturing activities (if Abbott or its Affiliates or Sublicensees have undertaken any Manufacturing activities prior to proceeding with the In-Licensing) for the Licensed Products, including agreements with contract research organizations, clinical sites, and investigators, unless, with respect to any such agreement, (a) Galapagos declines such assignment, or (b) such agreement (A) expressly prohibits such assignment, in which case Abbott shall cooperate with Galapagos in reasonable respects to secure the consent of the applicable Third Party to such assignment, or (B) covers Clinical Studies for Combination Products in which any active ingredient that is not a Licensed Compound is covered by Patents Controlled by Abbott or any of its Affiliates or covers products covered by Patents Controlled by Abbott or any of its Affiliates in addition to the Licensed Products, in which case Abbott shall, at Galapagos’ sole cost and expense, cooperate with Galapagos in all reasonable respects to facilitate the execution of a new agreement between Galapagos and the applicable Third Party. 12.8.3 The Transition Agreement shall provide that in the event of a termination of this Agreement with respect to a country or other jurisdiction by Abbott pursuant to Section 12.3 or with respect to a Terminated Territory by Galapagos pursuant to Section 12.2.2 (but not in the case of any termination of this Agreement in its entirety), Abbott shall: (i) where permitted by Applicable Law, transfer to Galapagos all of its right, title, and interest in all Regulatory Approvals owned by, and/or in the name of, Abbott or its Affiliates or Sublicensees, which Regulatory Approvals are solely applicable to the Terminated Territory and to the Licensed Products that are the subject of an exclusive license grant in Section 12.7.2, as such Regulatory Approvals exists as of the effective date of such termination of this Agreement with respect to such Terminated Territory; provided that Abbott retains a license and right of reference under any Regulatory Approval transferred pursuant to this clause as necessary or reasonably useful for Abbott to Commercialize Licensed Products in the Territory, Develop Licensed Products in support of such Commercialization, or Manufacture Licensed Products in support of such Development or Commercialization; (ii) notify the applicable Regulatory Authorities and take any other action reasonably necessary to effect the transfer set forth in clause (i) above; (iii) grant Galapagos a right of reference to all Regulatory Documentation then owned by, and/or in the name of, Abbott or its Affiliates or Sublicensees, and which Regulatory Documentation is not transferred to Galapagos pursuant to clause (i) above, and is necessary or reasonably useful for Galapagos, any of its Affiliates or sublicensees to Develop or Commercialize any Licensed Products that are the subject of the license grant in Section 12.7.2, as such Regulatory Documentation exists as of the effective date of such termination of this Agreement with respect to such Terminated Territory.

  • Consulting Agreement Effective upon Executive's termination of employment for any reason other than Executive's termination prior to the end of the Basic Term by the Company for Cause, HC hereby retains Executive as a consultant (an independent contractor and not as an employee) for a period of three (3) years (the "Consulting Period"). Termination of the Basic Term shall not effect the Parties' rights and obligations under this Paragraph 6. Subject to the following, Executive agrees to provide, if requested, a minimum of 166 hours of service per year, or, as requested by the Company, up to a total of 500 hours during any one year of the Consulting Period; provided, however, that the total number of hours to be worked over the duration of the Consulting Period shall not exceed 500 hours (the "Consulting Services"). The Consulting Services to be provided shall be commensurate with Executive's training, background, experience and prior duties with the Company. Executive agrees to make himself reasonably available to provide such Consulting Services during the Consulting Period; provided, however, the Company agrees that it shall provide reasonable advance notice to Executive of its expected consulting needs and any request for Consulting Services hereunder shall not unreasonably interfere with Executive's other business activities and personal affairs as determined in good faith by Executive. In addition, Executive shall not be required to perform any requested Consulting Services which, in Executive's good faith opinion, would cause Executive to breach any fiduciary duty or contractual obligation Executive may have to another employer. Further, during the Consulting Period, Executive shall not be subject to any non-competition provisions except for the two-year period provided for in Paragraph 5(c). Unless waived by Executive, Executive shall not be required to perform Consulting Services for more than four (4) days during any week or for more than eight (8) hours during any day. Executive's travel time shall not constitute hours of Consulting Services for purposes of this Paragraph 6. The Parties contemplate that, when appropriate, the Consulting Services shall be performed at Executive's office, residence or at the Company's executive offices in Houston, Texas and may be performed at such other locations only as they may mutually agree upon. Executive shall be properly reimbursed for all travel and other expenses reasonably incurred by Executive in rendering the Consulting Services. HCC shall pay Executive $200,000 per year (the "Consulting Fee") during the Consulting Period, payable monthly in arrears. Executive may elect to delay payment for services but not the services themselves. Except as set forth below and in Paragraphs 4(c) or 4(d) hereof, if Executive fails to provide the hours requested by the Company in any 24-month period, Executive's rights to receive any further Consulting Fee shall immediately terminate. During the Consulting Period, Executive shall receive no employment benefits from HCC. If Executive dies or becomes Disabled during the Basic Term (or as an employee of the Company following the Basic Term) or during the Consulting Period he (or, on his death, his beneficiary or estate) shall receive or continue to receive as the case may be the Consulting Fee during the remainder of the Consulting Period as if such death or Disability had not occurred.

  • Grant Agreement) This represents the status at the time of signature of this Consortium Agreement.

  • Option Agreement Each Option granted pursuant to this Section 9 shall be evidenced by a written stock option agreement, which shall be executed by the Non-employee Director and the Company.

  • Severance Agreement Any payments of compensation made pursuant to Articles 4 and 5 are contingent on Executive executing the Company’s standard severance agreement, including a general release of the Company, its owners, partners, stockholders, directors, officers, employees, independent contractors, agents, attorneys, representatives, predecessors, successors and assigns, parents, subsidiaries, affiliated entities and related entities, and on Executive’s continued compliance with Section 6. Executive must execute the standard severance agreement and release within 45 days of being provided with the document to sign or the severance agreement offer will expire.

  • License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.

  • Employment Agreement On the terms and conditions set forth in this Agreement, the Company agrees to employ the Executive and the Executive agrees to be employed by the Company for the Employment Period set forth in Section 2 hereof and in the position and with the duties set forth in Section 3 hereof. Terms used herein with initial capitalization are defined in Section 10.12 below.