SP Ltd s Rights. All rights, powers and remedies of SP Ltd. ---------------- provided herein are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at law or in equity (including, without limitation, the Insolvency Statute) in the event of the commencement of an Insolvency Statute case by or against Zonagen. SP Ltd., in addition to the rights, power and remedies expressly provided herein, shall be entitled to exercise all other such rights and powers and resort to all other such remedies as may now or hereafter exist at law or in equity (including, without limitation, the Insolvency Statute) in such event. The Parties agree that they intend the foregoing SP Ltd. rights to tend to the maximum extent permitted by law, including, without limitation, for purposes of the Insolvency Statute:
(i) the right of access to any intellectual property (including all embodiments thereof) of Zonagen, or any third party with whom Zonagen contracts to perform an obligation of Zonagen under this Agreement, and, in the case of the third party, which is necessary for the development, registration, manufacture and marketing of Licensed Compounds and/or Licensed Products; and
(ii) the right to contract directly with any third party described in (i) to complete the contracted work.
SP Ltd s Representations SP Ltd. hereby represents, warrants and covenants to TBC as follows:
(a) during the term of this Agreement it will not use in any capacity, in connection with any services to be performed under this Agreement, any individual who has been debarred pursuant to the United States Food, Drug and Cosmetic Act;
(b) to the best of SP Ltd.'s knowledge, as of the Effective Date it is the sole and exclusive owner of the SP Ltd. Know-How, all of which is free and clear of any liens, charges and encumbrances, and no other person, corporate or other private entity, or governmental entity or subdivision thereof, has or shall have any claim of ownership with respect to the SP Ltd. Know-How, whatsoever; and
(c) as of the Effective Date, it is in compliance in all material respects with any agreements with third parties and during the term of this Agreement (i) it will use diligent efforts not to diminish the rights under the SP Ltd. Know-How granted to TBC hereunder, including without limitation, by not committing or permitting any actions or omissions which would cause the breach of any agreements between itself and third parties which provide for intellectual property rights applicable to the development, manufacture, use or sale of Licensed Compounds and/or Licensed Products, and (ii) it will provide TBC promptly with notice of any such alleged breach.
SP Ltd s Right to Terminate Notwithstanding anything contained herein to the contrary, SP Ltd. shall have the unilateral right to terminate this Agreement, with or without cause, at any time by giving one hundred eighty (180) days advance written notice to TBC. In the event of such termination, the rights and obligations hereunder shall terminate; provided, however, that any payment obligations due and owing as of the termination date shall continue.
SP Ltd and RIBI shall promptly notify each other of any complaints associated with the Product (it being understood that the procedure for AEs is governed by Section 3.6 above). RIBI shall have [*]. [*] to investigate such complaints of AEs and to provide such information or assistance as requested by RIBI. SP Ltd. shall be responsible for [*]. The parties shall exchange reports on the resolution of complaints monthly during [*] and thereafter shall exchange reports from time to time as appropriate and mutually agreed. In the event the parties' expenses to undertake the activities described in this paragraph result in, or may result in, [*].
SP Ltd and Zonagen each acknowledge the potential ----------- benefit in publishing results of certain studies to obtain recognition within the scientific community and to advance the state of scientific knowledge. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. No publication of Zonagen Know-How or Patent Rights may be made without the prior written consent of Zonagen. The Parties agree that Zonagen shall not publish any information regarding the use of the Licensed Products in the Field or in any Zonagen Additional Indication without SP Ltd.'s prior written consent and that SP Ltd., its Affiliates, employees or consultants shall be free to make any publication which does not disclose Zonagen Know-How or Patent Rights. In the event that any proposed publication (as defined below) discloses Zonagen Know- How or Patent Rights, the following procedure shall apply: Either Party, its Affiliates, employees or consultants wishing to make a publication shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least *** prior to submission for publication or presentation. For purposes of this Agreement, the term "publication" shall include, without limitation, abstracts and manuscripts for publication, slides and texts of oral or other public presentations, and texts of any transmission through any electronic media, e.g. any computer access system such as the Internet, World Wide Web. The reviewing Party shall have the right (i) to propose modifications to the publication for patent reasons, trade secret reasons or business reasons or (ii) to request delay of the publication or presentation in order to protect patentable information. If the reviewing Party requests a delay, the publishing Party shall delay submission or presentation for a period not less than eighteen (18 ) months from the ,filing date of the first patent application covering the information contained in the proposed publication or presentation. If the reviewing Party requests modifications to the publication, the publishing Party may edit such publication to prevent disclosure or trade secret or proprietary business information prior to submission of the publication or presentation. In the event, however, that the publication contains Zonagen Know-How or Patent Rights, any such publication must be approved, in writing, by Zonagen.
SP Ltd and Zonagen each acknowledge the rights ----------- of the other in their respective trademarks, trade names, trade dress and logos used in connection with the products other than the Licensed Compound and/or the Licensed Product, and, except and to the extent expressly provided in this Agreement, nothing in this Agreement shall be deemed to give either Party during or after the duration of this Agreement any right, title or interest in the trademarks, trade names, trade dress or logos of the other Party.
SP Ltd s Development Obligations. SP Ltd. shall, at SP Ltd.'s expense, use reasonable commercial efforts to develop, obtain Regulatory Approval for, and commercialize Licensed Product(s) in such countries in the Territory where in SP Ltd.'s opinion it is commercially viable to do so.
SP Ltd. Diligence. The parties acknowledge and agree that all business decisions including, without limitation, decisions relating to the research, development, registration, manufacture, sale, commercialization, design, price, distribution, marketing and promotion of Licensed Product(s) covered under this Agreement, shall be within the sole discretion of SP Ltd. Sparta acknowledges that SP Ltd. is in the business of developing, manufacturing and selling pharmaceutical products and, subject to the provisions of this Section 2.3, nothing in this Agreement shall be construed as restricting such business or imposing on SP Ltd. the duty to market and/or sell and exploit Licensed Product(s) for which royalties are payable hereunder to the exclusion of, or in preference to, any other product, or in any way other than in accordance with its normal commercial practices.
SP Ltd. Option to Negotiate. Should Sparta fail to consummate an agreement with said third party within one (1) year of initiating negotiations, then SP Ltd. shall have the right to negotiate with said third party for a suitable license or assignment. In the event that such negotiation results in a consummated agreement, then any lump sum payment made thereunder shall be paid by SP Ltd. [Information omitted and filed separately with the Commission under Rule 24b-2.] Any royalty payments to be made by SP Ltd. under such Third Party Patent License shall be offset against any royalties due Sparta in accordance with Section 3.2. Any unused amounts not so offset can be carried over to subsequent quarters.
SP Ltd and Sparta each acknowledge the potential benefit in publishing results of certain studies to obtain recognition within the scientific community and to advance the state of scientific knowledge. Each party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. No publication of a party's Proprietary Information may be made without the prior written consent of such party. The parties agree that SP Ltd., its Affiliates, employees or consultants shall be free to make any publication which does not disclose Sparta's Proprietary Information. In the event that any proposed publication (as defined below) discloses Proprietary Information, the following procedure shall apply: either party, its Affiliates, employees or consultants wishing to make a publication shall deliver to the other party a copy of the proposed written publication or an outline of an oral disclosure at least sixty (60) days prior to submission for publication or presentation. For purposes of this Agreement, the term "publication" shall include, without limitation, abstracts and manuscripts for publication, slides and texts of oral or other public presentations, and texts of any transmission through any electronic media, e.g. any computer access system such as the Internet or World Wide Web. The reviewing party shall have the right (i) to propose modifications to the publication for patent reasons, trade secret reasons or business reasons or (ii) to request delay of the publication or presentation in order to protect patentable information. If the reviewing party requests a delay, the publishing party shall delay submission or presentation for a period not less than eighteen (18) months from the filing date of the first patent application covering the information contained in the proposed publication or presentation. If the reviewing party requests modifications to the publication, the publishing party may edit such publication to prevent disclosure of trade xxxxx or proprietary business information prior to submission of the publication or presentation.
