RIGHTS TO ADDITIONAL PRODUCTS Sample Clauses

RIGHTS TO ADDITIONAL PRODUCTS. (a) AVI hereby grants to SuperGen, and SuperGen hereby accepts, a right of first discussion with respect to all oncology compounds (except those covered by the certain existing license agreement between AVI and Abgenix dated January 6, 1999 other than the Compound, which are licensed to, owned by and/ or developed by AVI (regardless of their stage of development) as provided herein. If AVI desires to sell, or grant any rights relating to, any such compound, AVI shall first notify SuperGen in writing, and shall provide to SuperGen a data package which shall consist of all material information relating to such compound in the possession or control of AVI at such time, and shall also provide any other information in its possession or control reasonably requested by SuperGen for the evaluation of the compound and the business opportunity. Within sixty (60) days after the receipt of the data package and such other information, SuperGen shall notify AVI whether it is interested in such compound. (b) If SuperGen notifies AVI that it is not interested in a particular compound, AVI shall have the right to commercialize such compound, by itself or with a Third Party, without restriction. (c) If SuperGen notifies AVI of SuperGen's interest, the Parties shall, in good faith, negotiate the terms of an agreement under which AVI shall grant such rights to SuperGen. If the Parties are unable to agree to the terms of such an agreement, after good faith negotiations, within sixty (60) days from AVI's receipt of such notice pursuant to this Article 2.6(c), then AVI shall be free to grant such rights to any Third Party, provided that AVI shall not enter into an agreement which grants any rights to such compound to any Third Party on terms which, taken as a whole, are more favorable to such Third Party than those offered to SuperGen, without first offering such terms to SuperGen. If AVI offers such terms to SuperGen, then SuperGen shall have thirty (30) days in which to notify AVI as to whether SuperGen accepts such terms. If SuperGen accepts such terms, then the Parties shall promptly enter into such agreement, granting such rights to SuperGen. (d) In licensing any compounds from Third Parties, AVI shall use its reasonable efforts to ensure that such compound can be offered to SuperGen in accordance with the provisions of this Article 2.6. (e) The Right to Additional Products (Article 2.6) can not be transferred or assigned to another Party without the written consent of AVI;...
Sample 1Sample 2See All (5)
AutoNDA by SimpleDocs
RIGHTS TO ADDITIONAL PRODUCTS. Triangle hereby grants to Xxxxxx, and Xxxxxx hereby accepts, a right of first discussion with respect to all pharmaceutical compounds, which are licensed to or developed by Triangle (regardless of their stage of development) up until December 31, 2005. If Triangle desires to sell the rights to or out-license such compound, such right shall include the right, as the case may be, for Xxxxxx to purchase, license or sublicense such compound, subject to the negotiation of an agreement as provided in this Section 2.5. Otherwise, such right shall include the right for Xxxxxx to co-promote and exclusively distribute the compound in the U.S. Territory and the right to exclusively distribute and exclusively promote the compound in the International Territory, subject to the negotiation of an agreement as provided in this Section 2.5. At the *** for such compound, or earlier at Xxxxxx'x election, or from time to time at Triangle's election (to the extent Triangle intends to solicit interest from Third Parties. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. for the same or a similar proposed transaction), Triangle shall prepare and submit to Xxxxxx a data package, which shall consist of all material information reasonably available to Triangle at such time, including (to the extent available) identification of the compound, stage of development, therapeutic category, targeted indications, mechanism of action, safety and toxicity profile, clinical efficacy, clinical investigator's brochures, physical and chemical characterization, drug-drug interactions, pharmacokinetic and ADME properties, synthetic schemes, anticipated regulatory submission dates, development and projected cost plan, manufacturing processes and cost and patent status. Within *** after the receipt of the data package Xxxxxx shall notify Triangle whether it is interested in such compound. If Xxxxxx notifies Triangle of Xxxxxx'x interest, the Parties shall, in good faith, proceed to negotiate the terms of an agreement under the general conditions set forth in this Section 2.5. In the event that Xxxxxx notifies Triangle that it is not interested in such compound or fails to give Triangle timely notice of its interest, Triangle shall be free to commercialize the compound itself or to grant rights covered by such right of first discussion to any Third Party. If Xxxxxx has timely notified Triangle of its interest in the ...
Sample 1
RIGHTS TO ADDITIONAL PRODUCTS. (a) SuperGen hereby grants to Abbott, and Abbott hereby accepts, a right of first discussion with respect to all pharmaceutical compounds, other than the Compound, which are licensed to, owned by and/ or developed by SuperGen (regardless of their stage of development) as provided herein. If SuperGen desires to sell, or grant any rights relating to, any such compound, SuperGen shall first [________________________]. (b) [________________________]. (c) [________________________]. (d) [________________________].
Sample 1
RIGHTS TO ADDITIONAL PRODUCTS. Triangle hereby grants to Abbott, and Abbott hereby accepts, a right of first discussion with respect to all pharmaceutical compounds, which are licensed to or developed by Triangle (regardless of their stage of development) up until December 31, 2005. If Triangle desires to sell the rights to or out-license such compound, *** , as the case may be, *** such compound, subject to the *** as provided in this Section 2.5. Otherwise, such right shall include the *** as provided in this Section 2.5. At the *** for such compound, or earlier *** , or from time to time *** *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. for the same or a similar proposed transaction), Triangle shall prepare and submit to Xxxxxx *** , which shall consist of all *** , including (to the extent available) *** and ***. Within *** after the receipt of the *** it is *** If *** , the Parties shall, *** under the general conditions set forth in this Section 2.5. In the event that *** shall be free to commercialize the compound itself or to grant rights covered by such right of first discussion to any Third Party. If *** but the Parties are *** , within *** from the delivery of such notice, then until *** (i) *** or (ii) *** from the delivery of such notice, *** . If *** pursuant to the immediately preceding sentence, then *** . Any information regarding any compound offered to Xxxxxx under this Section 2.5 shall be subject to the confidentiality and nondisclosure obligations set forth in Article 13. *** in accordance with the provisions of this Section 2.5. Notwithstanding Section 20.2, references in this Section 2.5 to Xxxxxx shall be deemed to refer only to Xxxxxx Laboratories.
Sample 1

Related to RIGHTS TO ADDITIONAL PRODUCTS

  • Distribution of Rights to Purchase Additional ADSs Upon the timely receipt by the Depositary of a notice indicating that the Company wishes rights to subscribe for additional Shares to be made available to Holders of ADSs, the Depositary upon consultation with the Company, shall determine, whether it is lawful and reasonably practicable to make such rights available to the Holders. The Depositary shall make such rights available to any Holders only if (i) the Company shall have timely requested that such rights be made available to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 of the Deposit Agreement, and (iii) the Depositary shall have determined that such distribution of rights is reasonably practicable. If such conditions are not satisfied or if the Company requests that the rights not be made available to Holders of ADSs, the Depositary shall sell the rights as described below. In the event all conditions set forth above are satisfied, the Depositary shall establish the ADS Record Date (upon the terms described in Section 4.9 of the Deposit Agreement) and establish procedures to (x) distribute rights to purchase additional ADSs (by means of warrants or otherwise), (y) enable the Holders to exercise such rights (upon payment of the subscription price and of the applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes), and (z) deliver ADSs upon the valid exercise of such rights. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to the Holders a method to exercise rights to subscribe for Shares (rather than ADSs). If (i) the Company does not timely request the Depositary to make the rights available to Holders or requests that the rights not be made available to Holders, (ii) the Depositary fails to receive satisfactory documentation within the terms of Section 5.7 of the Deposit Agreement or determines it is not reasonably practicable to make the rights available to Holders, or (iii) any rights made available are not exercised and appear to be about to lapse, the Depositary shall determine whether it is lawful and reasonably practicable to sell such rights, in a riskless principal capacity, at such place and upon such terms (including public and private sale) as it may deem practicable. The Depositary shall, upon such sale, convert and distribute proceeds of such sale (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes) upon the terms hereof and of Section 4.1

  • Distribution of Rights to Purchase Shares (a) Distribution to ADS Holders Whenever the Company intends to distribute to the holders of the Deposited Securities rights to subscribe for additional Shares, the Company shall give notice thereof to the Depositary at least 60 days prior to the proposed distribution stating whether or not it wishes such rights to be made available to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such rights to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall determine, whether it is lawful and reasonably practicable to make such rights available to the Holders. The Depositary shall make such rights available to Holders only if (i) the Company shall have timely requested that such rights be made available to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7, and (iii) the Depositary shall have determined that such distribution of rights is lawful and reasonably practicable. In the event any of the conditions set forth above are not satisfied, the Depositary shall proceed with the sale of the rights as contemplated in Section 4.4(b) below or, if timing or market conditions may not permit, do nothing thereby allowing such rights to lapse. In the event all conditions set forth above are satisfied, the Depositary shall establish an ADS Record Date (upon the terms described in Section 4.7) and establish procedures (x) to distribute such rights (by means of warrants or otherwise) and (y) to enable the Holders to exercise the rights (upon payment of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes and other governmental charges). Nothing herein shall obligate the Depositary to make available to the Holders a method to exercise such rights to subscribe for Shares (rather than ADSs).

  • CFR PART 200 Rights to Inventions If the Federal award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Pursuant to the above, when the foregoing applies to ESC Region 8 and TIPS Members, Vendor certifies that during the term of an award resulting from this procurement process, Vendor agrees to comply with all applicable requirements as referenced in the Federal rule above. Does vendor agree? Yes

  • No Registration Rights to Third Parties Without the prior written consent of the Holders of a majority in interest of the Registrable Securities then outstanding, the Company covenants and agrees that it shall not grant, or cause or permit to be created, for the benefit of any person or entity any registration rights of any kind (whether similar to the demand, “piggyback” or Form F-3 registration rights described in this Section 2, or otherwise) relating to any securities of the Company which are senior to, or on a parity with, those granted to the Holders of Registrable Securities.

  • Rights Granted The Author hereby grants to the Publisher the perpetual, sole and exclusive, worldwide, transferable, sub-licensable and unlimited right to publish, produce, copy, distribute, communicate, display publicly, sell, rent and/or otherwise make available the Contribution in any language, in any versions or editions in any and all forms and/or media of expression (including without limitation in connection with any and all end-user devices), whether now known or developed in the future, in each case with the right to grant further time-limited or permanent rights. The above rights are granted in relation to the Contribution as a whole or any part and with or in relation to any other works. Without limitation, the above grant includes: (a) the right to edit, alter, adapt, adjust and prepare derivative works; (b) all advertising and marketing rights including without limitation in relation to social media; (c) rights for any training, educational and/or instructional purposes; and (d) the right to add and/or remove links or combinations with other media/works. The Author hereby grants to the Publisher the right to create, use and/or license and/or sub-license content data or metadata of any kind in relation to the Contribution or parts thereof (including abstracts and summaries) without restriction. The Publisher also has the right to commission completion of the Contribution in accordance with the Clause "Author’s Responsibilities – Delivery and Acceptance of the Manuscript" and of an updated version of the Contribution for new editions of the Work in accordance with the Clause "New Editions". The copyright in the Contribution shall be vested in the name of the Author. The Author has asserted their right(s) to be identified as the originator of the Contribution in all editions and versions, published in all forms and media. The Author agrees that all editing, alterations or amendments to the Contribution made by or on behalf of the Publisher or its licensees for the purpose of fulfilling this Agreement or as otherwise allowed by the above rights shall not require the approval of the Author and will not infringe the Author's "moral rights" (or any equivalent rights). This includes changes made in the course of dealing with retractions or other legal issues.

  • Rights to Payment Each right to payment and each instrument, document, chattel paper and other agreement constituting or evidencing Collateral or other collateral covered by the Security Documents is (or, in the case of all future Collateral or such other collateral, will be when arising or issued) the valid, genuine and legally enforceable obligation, subject to no defense, setoff or counterclaim, of the account debtor or other obligor named therein or in the Borrower's records pertaining thereto as being obligated to pay such obligation.

  • No Additional Rights Nothing in this Agreement shall be construed to confer any rights upon COMPANY by implication, estoppel, or otherwise as to any technology or patent rights of M.I.T. or any other entity other than the PATENT RIGHTS, regardless of whether such technology or patent rights shall be dominant or subordinate to any PATENT RIGHTS.

  • Distribution of Additional Shares, Rights, etc If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

  • Contract (Rights of Third Parties) Xxx 0000 22.1 No person who is not a party to this Grant Agreement shall have the right to enforce any of its terms.

  • RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!