Rights to Compounds Sample Clauses

Rights to Compounds. 4.6.1 Subject to Section 6.1, any Research Compounds that are not designated as Recommended Compounds, any Recommended Compounds that are not selected as Candidate Compounds, any Candidate Compounds that are not deemed as Licensed Compounds, and any Licensed Compounds that have been dropped by Sankyo or have not been diligently developed or commercialized by Sankyo, its Affiliates or sublicensees, [***]. Thereafter, the parties shall [***] the confidentiality obligations which may be applicable under Article 11 or as otherwise set forth in this Agreement. 4.6.2 Notwithstanding the above, if within a period of [***] after [***] any such Compound [***] under Section 4.6.1 above, [***], or within a period of five (5) years after termination or expiration of the Research Program Term, Sankyo, its Affiliates or (sub)licensees develops any other compound for use in the Field, then such Compound or compound will be subject to the payment obligations, co-promotion rights and other rights in favor of MTI under this Agreement. *** Confidential Treatment Requested. 4.6.3 Notwithstanding the above, for a period of [***] after [***] any such Compound [***] under Section 4.6.1 above, [***]; provided, however, that (a) after the expiration of the Research Program Term, [***], (b) if, after the expiration or termination of the Research Program Term, Sankyo decides not to develop or commercialize a Licensed Compound or a Product, Sankyo will provide MTI with written notice of such decision and, after receipt of such notice, [***], and (c) if, within [***] after the termination or expiration of the Research Program Term, Sankyo fails to designate a Research Compound as a Recommended Compound in accordance with Section 4.2, [***]. 4.6.4 If, in accordance with the terms of Section 4.6.3, [***] any Compound [***] under Section 4.6.1 above, [***]: (a) [***] (b) [***] The provisions of Section [***] and Articles [***] shall apply [***] under Section 4.6.1 above.
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Rights to Compounds. (a) NIBRI agrees that, during the term of this Agreement and after expiration or termination of this Agreement, NIBRI and its Affiliates will not develop and/or commercialize (either by themselves or through a Third Party) in the Field an Active Compound that is a NIBRI Compound or Collaboration Compound except under a License Agreement. In addition, NIBRI agrees that, during the term of this Agreement and after termination of this Agreement, NIBRI and its Affiliates will not develop and/or commercialize (either by themselves or through a Third Party) a compound that is a Myogen Compound except in the Field under a License Agreement. (b) Myogen agrees that, during the term of this Agreement and after expiration or termination of this Agreement, Myogen and its Affiliates will not develop and/or commercialize (either by themselves or through a Third Party) a compound that is a NIBRI Compound without the prior consent of NIBRI, which may be withheld in NIBRI’s sole discretion. (c) Subject solely to the terms of this Agreement and any License Agreement executed by the Parties, Myogen hereby grants to NIBRI and its Affiliates a fully paid, exclusive, royalty-free, perpetual, world-wide license to use, have used, develop, make, manufacture and sell all NIBRI Compounds outside of the Field. Subject solely to the terms of this Agreement and any License Agreement executed by the Parties, NIBRI hereby grants to Myogen and its Affiliates a fully paid, exclusive, royalty-free, perpetual, world-wide license to use, have used, develop, make, manufacture and sell all Myogen Compounds outside of the Field and, after expiration of NIBRI’s Option with respect to any such Myogen Compound, inside the Field. The foregoing licenses shall include the right to sublicense.
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Rights to Compounds. Section 4.6 (“Rights to Discontinued Compounds”) of the Collaboration Agreement is hereby replaced and superseded in its entirety by the following: “NIBRI agrees that, during the term of this Agreement and after termination of this Agreement, NIBRI and its Affiliates will not develop and/or commercialize (either by themselves or through a Third Party) an Active Compound (other than a NIBRI HDAC Inhibitor Compound) that has been selected for research or development in the course of the Research Program because it has a potential therapeutic effect against any of the Myogen Targets or Collaboration Targets except under a License Agreement. With respect to a NIBRI HDAC Inhibitor Compound, NIBRI and its Affiliates agree that, during the term of this Agreement and after termination of this Agreement, they will not develop and/or commercialize (either by themselves or through a Third Party) in the Field a NIBRI HDAC Inhibitor Compound that has been selected for research or development in the course of the HDAC Inhibitor Research Program except under a License Agreement.”
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Rights to Compounds. The Parties have each identified compounds outside of the Program and contemplate that each of them [ ]*. In addition, all compounds which are invented and/or synthesized by a Party in the course of performing the Program or by MSD-funded NEUROGEN FTEs shall be made available for testing for purposes of this Agreement to determine whether they are VR1 Modulators. In respect of such compounds described in the prior two (2) sentences, the Parties agree as follows: In the event that one Party [ ]* discloses Information [ ]*, the other Party [ ]* will use such Information [ ]* required by the Research Plan and within the scope of a [ ]*. All compounds synthesized by the [ ]* shall be referred to herein as a [ ]* or a [ ]*. Should the [ ]* that proposed or ongoing synthesis by the Receiving Party is likely to result in the [ ]* may so inform the JRC and such [ ]* shall then be transferred to the [ ]* If the Parties do not agree on the issue of whether the [ ]*, then the issue shall be submitted promptly to a [ ]*. [ ]*, then: (i) With regard to the [ ]*, during the Program Term and for [ ]*, without regard to any early termination of the Program [ ]* may not use any compound within the [ ]* in either case for any purpose whatsoever other than: (A) for [ ]*, or (B) for [ ]*, or (C) for other [ ]*, but then only if the [ ]*, other than as a result of a breach of confidentiality by the [ ]*. In particular, except to the extent agreed to in writing by the [ ]*. (ii) With regard to the [ ]*, during a period that is the [ ]*, in either case for any purpose whatsoever other than: (A) for [ ]*, or (B) for [ ]*, or (C) for any other [ ]* but only if the [ ]*, other than as a result of a breach of confidentiality by the [ ]*.
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Rights to Compounds. The Parties contemplate that each of them will make compounds from its library available for testing for purposes of this Agreement and that additional compounds may be invented and/or synthesized in the course of the Program. In respect of such compounds, the Parties agree as follows: (a) Compounds that are invented outside of the Program by a Party, and which are tested in the Program, but either fail to qualify as an Active Compound under Section 1.1 or are determined by the JRC under the provisions of Sections 2.6 or 2.11(c) not to be Active Compounds, shall revert to the Party which made such compound available, without any restriction or obligations under this Agreement provided, in the case of MERCK, that any such released compound is not subsequently tested or developed (other than counter-screening) using Arena Know-How or the Target or the assay claimed in a granted Arena Patent in the United States or by the European Patent Office. (b) Compounds (including, but not limited to, Active Compounds) which are invented solely by one Party under the Program shall be owned by the Party which invented each such compound, and compounds which are invented jointly by the Parties shall be owned jointly by ARENA and MERCK. If any compounds fail to qualify as an Active Compound under Section 1.1, or are determined by the JRC pursuant to Section 2.6 not to be a viable Program Compound candidate, then such compound shall revert to the Party or Parties that own such compounds, without any restriction or obligation under this Agreement, except as described in Subsection 2.11(d) and(e). (c) ARENA is not entitled to use or screen any Active Compound discovered, identified, synthesized, assayed, contributed or developed in or under the Program for any purpose outside the scope of the Program unless and until such Active Compound is released from this Agreement by the JRC. The JRC is entitled to release any Active Compound from the Program if the JRC determines that such Active Compound is not a viable Program Compound candidate. In any event, the JRC shall release an Active Compound from the Program if such Active Compound is not accepted as a Program Compound under the provisions of Sections 1.33 and 2.11(f) by the first anniversary of the termination date of the Program Term. (d) ARENA’s rights to compounds owned by ARENA in accordance with Subsection 2.11(b) are subject to the following restrictions and non-exclusive license grant: (A) ARENA is entitled to use any...
Sample 1
Rights to Compounds. 4.6.1 Any Research Compounds that are not designated as Recommended Compounds, any Recommended Compounds that are not selected as Candidate Compounds, any Candidate Compounds that are not licensed as Licensed Compounds, and any Licensed Compounds that have been dropped by Sankyo or have not been diligently developed or commercialized by Sankyo, its Affiliates or sublicensees, shall revert to Gensia Sicor if such Compounds were Gensia Sicor compounds or Gensia Sicor's Third Party Compounds, and shall revert to Sankyo if such Compounds were Sankyo compounds or Sankyo's Third Party Compounds. Thereafter, the parties shall be free to develop such Compounds without restriction other than the confidentiality obligations which may be applicable under Article 11 or as otherwise set forth in this Agreement. 4.6.2 Notwithstanding the above, if within a period of [CONFIDENTIAL TREATMENT REQUESTED] after reversion of any such Compound to Sankyo under Section 4.6.1 above, Sankyo, its Affiliates or (sub)licensees develop such Compound for use in the Field, or within a period of [CONFIDENTIAL TREATMENT REQUESTED] after termination of this Agreement, Sankyo, its Affiliates or (sub)licensees develops any other compound for use in the Field, then such Compound or compound will be subject to the payment obligations, co-promotion rights and other rights in favor of Gensia Sicor under this Agreement. 4.6.3 Notwithstanding the above, for a period of [CONFIDENTIAL TREATMENT REQUESTED] after reversion of any such Compound to Gensia Sicor under Section 4.6.1 above, Gensia Sicor shall not license to, or otherwise collaborate with any Third Party to develop and commercialize, such Compound for use in the Field; provided, however, that (a) after the expiration of the Research Program -------- ------- Term, Gensia Sicor and its Affiliates shall have the right to develop and commercialize such Compound for use in the Field, and (b) if, after the expiration or termination of this Agreement, Sankyo is not diligently developing or commercializing at least one Licensed Compound or Product, then Gensia Sicor shall have the right without restriction to license to, or otherwise collaborate with any Third Party to develop and commercialize, such Compound for use in the Field. 4.6.4 If Gensia Sicor, its Affiliates or (sub)licensees develops and commercializes any Compound which has reverted to Gensia Sicor under Section 4.6.1 above, Gensia Sicor shall pay to Sankyo the following royalties based...
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Related to Rights to Compounds

  • For clarity the time allowances provided in clause 2.10 shall operate to reduce the maximum timetabled classroom teaching time specified in clause 4.2 of this agreement.

  • Commercialization License Subject to the terms of this Agreement, including without limitation Section 2.2 and Theravance's Co-Promotion rights in Section 5.3.2, Theravance hereby grants to GSK, and GSK accepts, an exclusive license under the Theravance Patents and Theravance Know-How to make, have made, use, sell, offer for sale and import Alliance Products in the Territory.

  • Third Party Patent Rights No Party makes any warranty with respect to the validity, perfection or dominance of any Patent or other proprietary right or with respect to the absence of rights in Third Parties which may be infringed by the manufacture or sale of the Licensed Product. Each Party agrees to bring to the attention of the other Party any patent or patent application it discovers, or has discovered, and which relates to the subject matter of this Agreement.

  • 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.

  • 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.

  • Development Milestone Payments (i) In addition to the Closing Date Merger Consideration (less the Remaining Option Consideration and Rights Proceeds Amount, if any) and any Net TNF Sales Payments (as defined below), upon the attainment of the development ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. milestones set forth below (each, a “Development Milestone”), Parent shall, or shall cause the Surviving Corporation to, [**] after the occurrence of each Development Milestone, deliver to the Paying Agent (for further payment to the holders of Stock Certificates and Stock Agreements outstanding immediately prior to the Effective Time), via wire transfer of immediately available funds, the respective amounts set forth below minus, in each case, the applicable Contingent Consideration Distribution Fee associated therewith and any amount designated by the Stockholders’ Representatives to be placed in the Administrative Expense Account (each, a “Development Milestone Payment” and collectively, the “Development Milestone Payments”): (A) Upon FDA approval of Reslizumab for the treatment of eosinophilic esophagitis, a cash payment of [**]; (B) Upon marketing authorization of Reslizumab for the treatment of eosinophilic esophagitis being granted by the European Commission in accordance with Regulation (EC) No. 726/2004, a cash payment of [**]; (C) If Res 5-0010 Asthma Study Completion has not occurred on or prior to the Closing Date, then upon the occurrence of the Res 5-0010 Asthma Study Completion, a cash payment of $50,000,000 (fifty million dollars) (the “Res 5-0010 Asthma Payment”); (D) Upon FDA approval of Reslizumab for any asthma indication, a cash payment of [**]; (E) Upon marketing authorization of Reslizumab for the treatment of any asthma indication being granted by the European Commission in accordance with Regulation (EC) No. 726/2004, a cash payment of [**]; and (F) Upon FDA approval of an Oral Anti-TNF Product, a cash payment of [**].

  • 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 Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

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