Subsequent Products. If it is necessary for GSK, as determined by GSK in its sole discretion, to obtain a license from a Third Party to avoid infringing a Third Party Patent in connection with the sale of Products sold under this Agreement (other than the first Product for which deduction of Third Party royalties are governed by Section 10.5(c)(iii)(A)), then GSK shall have the right to deduct from the royalties otherwise due to Liquidia on the sale of such Product an amount equal to [***]percent ([***]%) of the royalty payment paid by GSK to such Third Party pursuant to such license on account of such sale; provided, that GSK shall not be permitted to deduct royalties payable to Third Parties in an amount that would reduce the royalty rate payable to Liquidia by more than [***] percent ([***]%), subject always to Section 10.5(c)(iv) below. GSK shall have the right to carry forward against royalties payable on the sale of such product in a subsequent calendar quarter any Third Party payment reduction that GSK is unable to take on such product due to such limitation, subject to the limitation set forth in the proviso in the preceding sentence. Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. For illustrative purposes only of Section 10.5(c)(iii)(B) above, if GSK owes Liquidia a royalty rate of [***] percent ([***]%) of Net Sales on a Product, and also owes a royalty rate of [***] percent ([***]%) of Net Sales to a Third Party, then GSK shall be entitled to deduct from royalties payable to Liquidia an amount equal to [***] percent ([***]%) of Net Sales. If GSK owes Liquidia a royalty rate of [***] percent ([***]%) of Net Sales on a Product, and also owes a royalty rate of [***] percent ([***]%) of Net Sales to a Third Party, then GSK shall be entitled to deduct from royalties payable to Liquidia an amount equal to [***] percent ([***]%) of Net Sales.
Subsequent Products. During the term of this agreement and not later than the date of disclosure to any Third Party (it being understood that this Article 11 does not authorize disclosure of any information that Ophidian is not otherwise permitted to disclose), Ophidian shall promptly disclose to Lilly any significant improvement or enhancement to the Bulk Drug Substance or Drug Product or any process used or useful in connection with the manufacture thereof unless in the case of processes the same shall have been developed as part of a collaboration with a Third Party, the terms of which prohibit disclosure to Lilly. The licenses granted to Lilly pursuant to this Agreement shall be deemed to include the right to utilize any such improvement or enhancement solely in connection with the Bulk Drug Substance and the Drug Product, and to sell Drug Product for any therapeutic purpose, all in accordance with this Agreement, but shall not include the right to develop a diagnostic. In addition, Ophidian shall disclose to Lilly, prior to the disclosure to any Third Party or the filing of information with any regulatory agency any compound, product, invention, technique, process, method or the like, in the field of CDAD, whether developed independently by Ophidian outside of the collaboration contemplated by this Agreement, or licensed by Ophidian from any Third Party, with the right to sublicense unless in the case of techniques or processes the same shall have been developed as part of a collaboration with a Third Party, the terms of which prohibit disclosure to Lilly (a "PRODUCT IDEA"). Lilly shall have a period of thirty (30) days following such disclosure to advise Ophidian whether Lilly desires to engage in negotiations with Ophidian to obtain the right to commercialize the Product Idea. If Lilly elects to engage in such negotiations, Ophidian shall thereafter negotiate in good faith with Lilly on an exclusive basis for an additional period of ninety (90) days in an effort to reach an agreement by which Lilly may commercialize the Product Idea.
Subsequent Products. References under Section 5.4.1 to milestones with regard to the “first Product,” “second Product,” and “third and subsequent Products” indicate the order in which the milestones are reached by the Products being developed by Celldex and do not necessarily indicate that the initial Product developed by Celldex will meet all of the “first Product” milestones. The milestones payable under Section 5.4.1 shall be paid with respect to the first Product that reaches the applicable milestone, whether or not such Product was the first Product to meet the previous milestones, and the milestones payable for the second Product under Section 5.4.1 shall be paid with respect to the second Product that reaches the applicable milestone, whether or not such Product was the second Product to meet the previous milestones. For example, if a second Product receives approval of a BLA or equivalent before the first Product reaches that milestone, then a $2 million milestone would be payable to Medarex with [*****] REPRESENTS CONFIDENTIAL PORTION WHICH HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. respect to such approval of the second Product even if the first Product reached the milestone for the Phase III Clinical Trial first.
Subsequent Products. (a) To the extent that a milestone payment has been made to Acumen pursuant to Section 6.4.1(1), (2) or (3) (each hereinafter an “Early Development Milestone”) as a result of any Antibody Product achieving such Early Development Milestone, no further payment for the Early Development Milestone that has been achieved shall be due or payable to Acumen as a result of subsequent Antibody Products achieving such Early Development Milestone. Similarly, to the extent that an Early Development Milestone payment has been made to Acumen as a result of any Vaccine Product achieving such Early Development Milestone, no further payment for the Early Development Milestone that has been achieved shall be due or payable to Acumen as a result of a subsequent Vaccine Product achieving such Early Development Milestone.
(b) With respect to each of the milestones set forth in Section 6.4.1(4), (5), (6), (7) and (8) (each hereinafter a “Late Development Milestone”), a milestone payment in the amount set forth for such Late Development Milestone shall be made by Merck to Acumen for each Antibody Product that achieves such Late Development Milestone after it was previously achieved by one or more other Antibody Product(s), only if the following conditions have been or are thereafter met: (i) a Marketing Authorization is obtained in a Major Market for an Antibody Product (i.e. the first Antibody Product to achieve Marketing Approval in a Major Market) under this Agreement (whether before or after the Late Development Milestone is achieved) (“First Antibody Approval”), and (ii) at the time of the First Antibody Approval or thereafter, Merck is actively developing another Antibody Product that has achieved, or that subsequently achieves, one or more Late Development Milestone(s). Milestone payments under this Section 6.4.2(b) for Late Development Milestones achieved prior to such conditions being met shall become payable only if and at the time such conditions are thereafter met.
(c) Similarly, a milestone payment in the amount set forth for such Late Development Milestone shall be made by Merck to Acumen for each Vaccine Product that achieves such Late Development Milestone after it was previously achieved by one or more other Vaccine Product(s), only if the following conditions have been or are thereafter met: (i) a Marketing Authorization is obtained in a Major Market for a Vaccine Product (i.e. the first Vaccine Product to achieve Marketing Approval) under this Agreement (whethe...
Subsequent Products. The milestone payments in this Section 6.5 shall be payable for the first Antibody Product to achieve such sales threshold milestone and, if applicable, for the first Vaccine Product to achieve such sales threshold milestone, and no such sales threshold milestone shall be payable for subsequent achievements of such sales threshold milestone by subsequent Antibody Products or Vaccine Products.
Subsequent Products. References under Section 5.4.1 to milestones with regard to the "first Product," "second Product," and "third and subsequent Products" indicate the order in which the milestones are reached by the Products being developed by Celldex and do not necessarily indicate that the initial Product developed by Celldex will meet all of the "first Product" milestones. The milestones payable under Section 5.4.1 shall be paid with respect to the first Product that reaches the applicable milestone, whether or not such Product was the first Product to meet the previous milestones, and the milestones payable for the second Product under Section 5.4.1 shall be paid with respect to the second Product that reaches the applicable milestone, whether or not such Product was the second Product to meet the previous milestones. For example, if a second Product receives approval of a BLA or equivalent before the first Product reaches that milestone, then a $2 million milestone would be payable to Medarex with respect to such approval of the second Product even if the first Product reached the milestone for the Phase III Clinical Trial first.
Subsequent Products. As soon as Neos has agreed that a proposed Product be treated as a Product, the exclusivity provisions of paragraph 2e of the Four Product Agreement shall apply to such Product (and for the avoidance of doubt, such exclusivity applies to the formulation, development, manufacturing, marketing and sale of such Product), and such obligation of exclusivity shall apply to any product sold by doctor’s prescription only and having the same active ingredients as the Product and manufactured in any extended release liquid form. In addition, the Parties have agreed that for a one hundred and eighty day period commencing with the Effective Date, the Parties shall only work with each other with respect to the formulation, development, manufacturing, marketing or sale of any products sold by doctor’s prescription only in extended release liquid form in the [***] therapeutic category. For the avoidance of doubt, the Parties’ activities pursuant to their existing agreements with Coating Place, Inc. with respect to the Product as defined in the Development and Manufacturing Agreement dated February 27, 2008 between the three parties shall be deemed to be an exception to this exclusivity requirement.
