Retained Products Sample Clauses

Retained Products. Fibrocell shall be permitted to continue the clinical development and Commercialization in the Field of any product resulting from the Fibroblast Program that, at the time of termination, satisfies at least one of the following criteria (a “Retained Product”): (i) the particular product is an Improved Product, (ii) the particular product is a Fibrocell Product that is being sold by Fibrocell (or, as may be permitted under this Agreement, its Affiliates and, if applicable, (sub)licensees) triggering profit sharing payments therefor under Section 5.3(a) or (b) of this Agreement, (iii) the particular product is a Fibrocell Product that has received regulatory approval, (iv) the particular product is a Fibrocell Product that is the subject of an application for regulatory approval in the Field that is pending before the applicable regulatory authority, (v) the particular product is a Fibrocell Product that is the subject of at least an ongoing Phase 2 or Phase 3 clinical trial in the Field (in the case of a termination by Intrexon due to a Fibrocell uncured breach pursuant to Section 10.2(a) or a termination by Fibrocell pursuant to Section 10.3). (c) Diligent Efforts to develop and Commercialize any Retained Products, and all other provisions of this Agreement that survive termination.

Retained Products. Oragenics shall be permitted to continue the clinical development and Commercialization in the Field of any Oragenics Product that, at the time of termination, satisfies at least one of the following criteria (a “Retained Product”): (i) the particular Oragenics Product is being sold by Oragenics triggering profit sharing payments therefor under Section 5.4(a) of this Agreement, (ii) the particular Oragenics Product has received regulatory approval, (iii) the particular Oragenics Product is a subject of an application for regulatory approval in the Field that is pending before the applicable regulatory authority, (iv) the particular Oragenics Product is the subject of at least an ongoing ▇▇▇▇▇ ▇, ▇▇▇▇▇ 2 or Phase 3 clinical trial in the Field (in the case of a termination by Intrexon due to an Oragenics uncured breach pursuant to Section 10.2(a) or a termination by Oragenics pursuant to Section 10.3). (c) Diligent Efforts to develop and commercialize any Retained Products, and all other provisions of this Agreement that survive termination.

Retained Products. Notwithstanding to the contrary, Elanco shall be permitted to continue, at its sole discretion, the development, commercialization and sale of any Licensed Product directed to such Target that, at the time of termination, satisfies at least one of the following criteria (a “Retained Product”): (i) is being commercialized or sold by Elanco, (ii) has received regulatory approval in the United States or the European Union, or (iii) is a subject of an application for regulatory approval in the Field that is pending before the applicable Regulatory Agency. Elanco’s right to continue to develop and/or commercialize a Retained Product under this Section 10.4(a) shall be subject to Elanco’s full compliance with the payment provisions in Article 5 of this Agreement that survive termination. This Section 10.4(a) shall not apply in the event Intrexon terminates this Agreement for Elanco’s uncured material breach in its payment obligations under Article 5. Notwithstanding anything to the contrary, this Section 10.4 shall survive termination of this Agreement.

Retained Products. Soligenix shall be permitted to continue the development and Commercialization in the Field of any product resulting from the Melioidosis Program that, at the time of termination, satisfies at least one of the following criteria (a “Retained Product”): (i) the particular product is a Soligenix Product that is being sold or has been sold within the past six (6) months by Soligenix (or, as may be permitted under this Agreement, its Affiliates and, if applicable, (sub)licensees) triggering revenue sharing payments therefor under Section 5.4(a) of this Agreement, Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment 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. (ii) the particular product is a Soligenix Product that has received regulatory approval, (iii) the particular product is a Soligenix Product that has received a government procurement contract under an Emergency Use Authorization by the FDA or similar designation, (iv) the particular product is a Soligenix Product that is the subject of an application for regulatory approval in the Field that is pending before the applicable regulatory authority, (v) the particular product is a Soligenix Product that is the subject of an ongoing or completed Phase II clinical trial, or (vi) the particular product is a Soligenix Product that is the subject of a successful and completed animal efficacy study or an ongoing animal efficacy study, which study (if successful) would be sufficient under relevant government laws or regulations and absent human efficacy trials to permit sale of the particular product under an Emergency Use Authorization or other relevant statutory or regulatory exemptions that permit commercial sale absent a showing to the FDA of safety and effectiveness of the subject product through the conventional route of human clinical trials. (c) Diligent Efforts to develop and Commercialize any Retained Products, and all other provisions of this Agreement that survive termination.

Retained Products. Ampliphi shall be permitted to continue the development and Commercialization in the Field of any product resulting from the Bacteriophage Program that, at the time of termination, satisfies at least one of the following criteria (a “Retained Product”): (i) the particular product is an Ampliphi Product that is being sold by Ampliphi (or, as may be permitted under this Agreement, its Affiliates and, if applicable, (sub)licensees) triggering royalty payments therefor under Section 5.4(a) or (b) of this Agreement, (ii) the particular product is an Ampliphi Product that has received regulatory approval, (iii) the particular product is an Ampliphi Product that is the subject of an application for regulatory approval in the Field that is pending before the applicable regulatory authority; Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment 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. (iv) the particular product is an Ampliphi Product that is the subject of an ongoing or completed phase 2 or phase 3 clinical trial in the Field; or (v) in the event of termination by Ampliphi pursuant to Section 10.2, the particular product is an Ampliphi Product that is the subject of an effective investigational new drug application with the FDA, or is an Ampliphi Product for which Ampliphi has commenced at least one JSC-authorized in vivo good laboratory practices animal study that is expected to be used for filing an investigational new drug application for such Ampliphi Product. Such right to continue development and Commercialization shall be subject to Ampliphi’s full compliance with the payment provisions in Article 5, a continuing obligation for Ampliphi to use in accord with Sections 4.5(a) and 4.5(c) Diligent Efforts to develop and Commercialize any Retained Products, and all other provisions of this Agreement that survive termination.

Retained Products. AquaBounty shall be permitted, but not obligated, to continue the development and Commercialization in the Field of any product resulting from the Aquaculture Program that, at the time of termination, satisfies at least one of the following criteria (a “Retained Product”): (i) the particular product is an AquaBounty Product that is being sold by AquaBounty (or, as may be permitted under this Agreement, its Affiliates and, if applicable, (sub)licensees) triggering profit sharing payments therefor under Section 5.1(a) or (b) of this Agreement, (ii) the particular product is an AquaBounty Product that has received regulatory approval, or (iii) the particular product is an AquaBounty Product that is the subject of an application for regulatory approval in the Field, including, but not limited to, a filed application for an Investigational New Animal Drug, that is pending before the applicable regulatory authority. (c) Diligent Efforts to develop and Commercialize any Retained Products, and all other provisions of this Agreement that survive termination.

Retained Products. ARES TRADING shall have the right, at its election by written notice to Intrexon within [*****] days after the effectiveness of termination by ARES TRADING under Section 11.3 for Intrexon’s or ZIOPHARM’s breach or by Intrexon under Section 11.3 for ARES TRADING’s breach, to continue the Development and Commercialization of any Product (i) for which a Phase 3 Clinical Trial has been Initiated and of which development has not been terminated by ARES TRADING or (ii) that is then being Commercialized by ARES TRADING (a “Retained Product”). If ARES TRADING so elects, or if ARES TRADING terminates this Agreement under Section 11.2 only with respect to the Research Programs (and not in its entirety), then the Research Programs will terminate and this Agreement will remain in full force and effect with respect solely to the Retained Products, including the terms of Article 8.

Retained Products. Synthetic shall be permitted to continue the clinical development and Commercialization in the Field of any Synthetic Product that, at the time of termination, satisfies at least one of the following criteria (a “Retained Product”): (i) the particular Synthetic Product is being sold by Synthetic triggering profit sharing payments therefor under Section 5.4(a) of this Agreement, (ii) the particular Synthetic Product has received regulatory approval, (iii) the particular Synthetic Product is a subject of an application for regulatory approval in the Field that is pending before the applicable regulatory authority, (iv) the particular Synthetic Product is the subject of at least an ongoing Phase 2 or Phase 3 clinical trial in the Field (in the case of a termination by Intrexon due to a Synthetic uncured breach pursuant to Section 10.2(a) or a termination by Synthetic pursuant to Section 10.3). (c) Diligent Efforts to develop and commercialize any Retained Products, and all other provisions of this Agreement that survive termination. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment 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.

Retained Products. ZIOPHARM shall be permitted to continue the development and commercialization of any ZIOPHARM Product that, at the time of termination, satisfies at least one of the following criteria (a “Retained Product”): (i) is being Commercialized by ZIOPHARM, (ii) has received regulatory approval, (iii) is a subject of an application for regulatory approval in the Field that is pending before the applicable regulatory authority, or (iv) is the subject of at least (A) an ongoing Phase 2 clinical trial in the Field (in the case of a termination by Intrexon due to a ZIOPHARM uncured breach pursuant to Section 10.2(a) or a termination by ZIOPHARM pursuant to Section 10.3), or (B) an ongoing Phase 1 clinical trial in the Field (in the case of a termination by ZIOPHARM due to an Intrexon uncured breach pursuant to Section 10.2(a) or a termination by Intrexon pursuant to Section 10.2(b) or 10.2(c)). Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment 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. Such right to continue development and commercialization shall be subject to ZIOPHARM’s full compliance with the payment provisions in Article 5 and all other provisions of this Agreement that survive termination.