Related Compounds Sample Clauses

Related Compounds. In the event that the Parties enter into any CCB Program MTA, the Parties understand and agree that Vividion may continue to Develop Program Compounds under this Agreement Directed against the Deal Target that is the subject of such CCB Program MTA. For clarity, in the event Vividion Develops any Program Compounds Directed against any Deal Target that is the subject of an executed CCB Program MTA, such Program shall constitute a separate “Program” under the Collaboration.
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Related Compounds. In the event that, after a Party exercises its Profit Share Option, the other Party desires to engage in additional research or clinical development with respect to any Candidate Compound related to the Clinical Development Compound or Released Compound to which the Profit Share Option applies (such as a Back-Up Compound or a second generation compound), the Party proposing to undertake such research and development will prepare and present to the JDC (and the JRC to the extent additional research is contemplated) an initial Product Development Plan for such related Candidate Compound. In any event, the Party exercising its Profit Share Option will have the option to share equally with the other Party in the Profits and Losses for any such related Candidate Compound subject to and as set forth in Section 5.3.
Related Compounds. If a party proposes to develop or acquire rights to any analogs, homologues, derivatives, salts, metabolites, esters, isomers, enantiomers, polymorphs or pro-drugs of Drug Substance during the Term, the parties agree to work together with regard to such activities and shall discuss and agree upon matters regarding intellectual property rights and payment for costs prior to the development or acquisition of the foregoing. Any rights developed or acquired by a party during the Term as to any analogs, homologues, derivatives, salts, metabolites, esters, isomers, enantiomers, polymorphs or pro-drugs of Drug Substance shall be included in the definition of Drug Substance and shall be deemed governed by and subject to the terms and conditions hereof (i.e., irrespective of which party acquires such rights, all intellectual
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Related Compounds. (i) Roivant will use Commercially Reasonable Efforts to develop, obtain Regulatory Approval of, and Commercialize at least one Related Compound. (ii) Without limiting the foregoing, if neither Roivant nor any of its Sub-distributors or its or their Affiliates files an IND in the United States prior to the 4th anniversary of the Effective Date with respect to at least one Related Compound, then Roivant’s rights with respect to all Related Compounds, other than Related Compounds that are pharmaceutical acceptable salts, hydrates, solvates, bases, acids, enantiomers, diastereomers, tautomers, racemates or polymorphs of the Initial Compound, shall terminate and all rights granted by Arena to Roivant with respect to such terminated Related Compounds shall revert to Arena. Any termination of Related Compound rights under this Section 3.4(b) shall be made by written notice from Arena to Roivant. The Related Compounds for which Arena has terminated Roivant’s rights shall be “Reverted Compounds” hereunder. There are [***] with respect to Reverted Compounds. The Parties acknowledge and agree that neither Roivant nor its Affiliates have any obligation to file an [***] anniversary of the Effective Date with respect to at least one Related Compound. For clarity, any failure by Roivant and/or its Affiliates to file an IND in the United States prior to the 4th anniversary of the Effective Date with respect to at least one Related Compound, shall not be a breach of this Agreement and Arena’s sole right with respect to any such failure shall be the termination of the Related Compound rights. For further clarity, [***] under this Section 3.4(b)(ii) [***] shall not include, any [***] of the [***] and in the event of a termination of Related Compounds pursuant to this Section 3.4(b), Roivant shall not thereafter, notwithstanding Section 3.4(b)(i), have any obligation to use Commercially Reasonable Efforts to develop, obtain Regulatory Approval for or Commercialize any [***] of the [***]. *** This portion has been redacted pursuant to a confidential treatment request under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.
Related Compounds. On a Target-by Target basis, at any time after [***] under Section 3.1.3(a), provided that [***], Roche may initiate a Development program on a Related Compound [***] Roche will promptly provide written notice to Ionis following [***], which notice will identify the Related Compound that is the subject of such Development program. Roche will be solely responsible for all subsequent Development and Commercialization of such Related Compound.
Related Compounds. If a party proposes to develop or acquire rights to any analogs, homologues, derivatives, salts, metabolites, esters, isomers, enantiomers, polymorphs or pro-drugs of Drug Substance during the Term, the parties agree to work together with regard to such activities and shall discuss and agree upon matters regarding intellectual property rights and payment for costs prior to the development or acquisition of the foregoing. Any rights developed or acquired by a party during the Term as to any analogs, homologues, derivatives, salts, metabolites, esters, isomers, enantiomers, polymorphs or pro-drugs of Drug Substance shall be included in the definition of Drug Substance and shall be deemed governed by and subject to the terms and conditions hereof (i.e., irrespective of which party acquires such rights, all intellectual property rights relating thereto shall be deemed included in Licensed Technology licensed to Forest pursuant to Section 2.1 or in Forest Technology licensed to Replidyne pursuant to Section 2.3, and any finished pharmaceutical product containing such compound shall be deemed a “Product” for all purposes of this Agreement). No such product shall be commercialized in the Territory during the term without the mutual agreement of the parties.
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Related to Related Compounds

  • Product ACCEPTANCE Unless otherwise provided by mutual agreement of the Authorized User and the Contractor, Authorized User(s) shall have thirty (30) days from the date of delivery to accept hardware products and sixty (60) days from the date of delivery to accept all other Product. Where the Contractor is responsible for installation, acceptance shall be from completion of installation. Failure to provide notice of acceptance or rejection or a deficiency statement to the Contractor by the end of the period provided for under this clause constitutes acceptance by the Authorized User(s) as of the expiration of that period. The License Term shall be extended by the time periods allowed for trial use, testing and acceptance unless the Commissioner or Authorized User agrees to accept the Product at completion of trial use. Unless otherwise provided by mutual agreement of the Authorized User and the Contractor, Authorized User shall have the option to run testing on the Product prior to acceptance, such tests and data sets to be specified by User. Where using its own data or tests, Authorized User must have the tests or representative set of data available upon delivery. This demonstration will take the form of a documented installation test, capable of observation by the Authorized User, and shall be made part of the Contractor’s standard documentation. The test data shall remain accessible to the Authorized User after completion of the test. In the event that the documented installation test cannot be completed successfully within the specified acceptance period, and the Contractor or Product is responsible for the delay, Authorized User shall have the option to cancel the order in whole or in part, or to extend the testing period for an additional thirty (30) day increment. Authorized User shall notify Contractor of acceptance upon successful completion of the documented installation test. Such cancellation shall not give rise to any cause of action against the Authorized User for damages, loss of profits, expenses, or other remuneration of any kind. If the Authorized User elects to provide a deficiency statement specifying how the Product fails to meet the specifications within the testing period, Contractor shall have thirty (30) days to correct the deficiency, and the Authorized User shall have an additional sixty (60) days to evaluate the Product as provided herein. If the Product does not meet the specifications at the end of the extended testing period, Authorized User, upon prior written notice to Contractor, may then reject the Product and return all defective Product to Contractor, and Contractor shall refund any monies paid by the Authorized User to Contractor therefor. Costs and liabilities associated with a failure of the Product to perform in accordance with the functionality tests or product specifications during the acceptance period shall be borne fully by Contractor to the extent that said costs or liabilities shall not have been caused by negligent or willful acts or omissions of the Authorized User’s agents or employees. Said costs shall be limited to the amounts set forth in the Limitation of Liability Clause for any liability for costs incurred at the direction or recommendation of Contractor.

  • 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.

  • 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.

  • 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.

  • 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.

  • Combination Product The term “

  • RE-WEIGHING PRODUCT Deliveries are subject to re- weighing at the point of destination by the Authorized User. If shrinkage occurs which exceeds that normally allowable in the trade, the Authorized User shall have the option to require delivery of the difference in quantity or to reduce the payment accordingly. Such option shall be exercised in writing by the Authorized User.

  • 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.

  • 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”).

  • Human Leukocyte Antigen Testing This plan covers human leukocyte antigen testing for A, B, and DR antigens once per member per lifetime to establish a member’s bone marrow transplantation donor suitability in accordance with R.I. General Law §27-20-36. The testing must be performed in a facility that is: • accredited by the American Association of Blood Banks or its successors; and • licensed under the Clinical Laboratory Improvement Act as it may be amended from time to time. At the time of testing, the person being tested must complete and sign an informed consent form that also authorizes the results of the test to be used for participation in the National Marrow Donor program.

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