Territory Worldwide. Consumer Defined in Article 1 of the Agreement. User Data Defined in Article 1 of the Agreement. Mobile User Application Defined in Article 1 of the Agreement. Field of Use Consumer applications (including, for clarity, Internet, Web-based, mobile user and Mobile User Applications, databases and software products), based on interpretation and/or presentation of Wide Scale Health Related Information which is defined as one or more components of genetic information, clinical data and other information of individuals relating to human disease, health and/or wellness, in which the genetic information component (if such component is available) involves [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] Business Development Plan Prior to execution of a definitive license, LifeMap shall provide Mount Sinai with a detailed business development plan. The Parties shall discuss in good faith any of Mount Sinai’s requests for additional details or clarifications to such business development plan. Due Diligence LifeMap shall use reasonable commercial efforts to develop and commercialize Licensed Products. LifeMap shall be required to demonstrate suitable investment in the development of Licensed Products. The Parties shall negotiate in good faith defined diligence milestones and timelines to be included in the definitive license agreement to ensure such Licensed Products are being diligently developed. Diligence Milestone Due Date Documentation of at least [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] in funding [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] committed by LifeMap to fund development of Licensed Products (the investment made into LifeMap prior to the due date will be counted toward the funding sum above) [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] months after execution of definitive license agreement Prototype complete [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] months after execution of definitive license agreement Beta launch [*Certain information has been o...
Territory Worldwide. Valid Claim a claim within (a) an issued/granted and unexpired patent; (b) a pending patent application which has not been pending for more than [**] from the date of the priority filing from which such pending application originates, and in each case which has not been withdrawn, cancelled, abandoned, disclaimed or revoked or held unpatentable, invalid or unenforceable by final decision of a court or other governmental agency of competent jurisdiction, which decision is unappealable or unappealed within the time allowed for appeal.
Territory Worldwide. The Celaden Project Celgosivir Proof of Concept Trial for Treatment of Acute Dengue Fever
Territory Worldwide. University The Chancellor, Masters and Scholars of the University of Cambridge Valid Claim a claim within (a) an issued/granted and unexpired patent; (b) a pending patent application which has not been pending for more than [**] from the date of the priority filing from which such pending application originates; (c) a pending patent application which has been pending for more than [**] from the date of the priority filing from which such pending application originates and where there is no Competing Product on sale in the territory where the claim is pending, and in each case ((a) to (c)) which has not been withdrawn, cancelled, abandoned, disclaimed or revoked or held unpatentable, invalid or unenforceable by final decision of a court or other governmental agency of competent jurisdiction, which decision is unappealable or unappealed within the time allowed for appeal.
Territory Worldwide. University The Chancellor, Masters and Scholars of the University of Cambridge.
Territory Worldwide. Term The term of the license will be []*
Territory Worldwide. Sirtuin Modulator Field All indications, including but not limited to metabolic diseases, oncology, CNS indications (including Huntington’s Disease and other neurodegenerative diseases) and HIV. Sirtuin Modulator Intellectual Property All IP owned and licensable or otherwise controlled by Elixir related to the Sirtuin Modulators or Sirtuin Modulator Products, including all IP licensed to Elixir under the Siena Agreement. Development Efforts Elixir will use commercially reasonable efforts to research and develop one or more Sirtuin Modulators for so long as Novartis continues to have any outstanding rights as set forth below. Rights of Negotiation Preconditions to Novartis’s rights below: (A) either (I) BMS has not granted a Waiver; or (II) BMS has granted a Waiver but Elixir and BMS have not amended the definition of “Competitive Compound” under the BMS License Agreement such that it is limited to other Ghrelin Agonists; and (B) None of the BMS Ghrelin Agonists or Non-BMS Ghrelin Agonists has previously reached Proof of Concept. Subject to Preconditions (A) and (B) above, Novartis will have a right of exclusive negotiation to obtain license(s) (and sublicense(s)) from Elixir under the Sirtuin Modulator Intellectual Property to research, develop, manufacture and commercialize certain Sirtuin Modulators and certain Sirtuin Modulator Products in the Sirtuin Modulator Field throughout the Territory, as set forth below. Elixir will provide notice to Novartis within * of the first of the Available Sirtuin Modulators to reach the end of preclinical development. Such notice shall be accompanied by a report setting forth all information in Elixir’s possession or control * Confidential Treatment Requested 6 which is reasonably requested and required by Novartis to determine whether it wishes its rights hereunder to apply to such Available Sirtuin Modulator. Novartis will have the right, exercisable by written notice within * of Elixir’s notice, to reject such Available Sirtuin Modulator, in which case Novartis’ rights hereunder shall not apply to such rejected Available Sirtuin Modulator (and, for clarity, such rights will continue to apply to the next Available Sirtuin Modulator to reach Proof of Concept, excluding such rejected Available Sirtuin Modulator). For the avoidance of doubt, such right of rejection shall apply only with respect to the first Available Sirtuin Modulator to reach the end of preclinical development, and Novartis shall only have one such righ...
Territory Worldwide. Term The term of the license will be the longer of (i) ten (10) years from product launch on a country-by-country basis or (ii) through the last to expire of relevant patents owned or licensed to Peptide Therapeutics. PM-O will have the right to terminate on ninety (90) days notice, with all rights to the PT Technology reverting to Peptide Therapeutics, at no additional cost to PM-O.
Territory Worldwide. Term The period beginning on execution of the Agreement and continuing for two (2) years from completion of materials delivery, with successive one (1) year extensions unless either Party ceases such extensions on sixty (60) days advance written notice to the other Party. For clarity, after expiration or termination of the Term, Magna will continue to receive its fee in connection with all exploitation of the Picture arranged by Magna during the Term for any agreements mutually agreed upon.
Territory Worldwide. Field All fields Patent Rights (See Exhibit B) TFF Technology Thin film freezing or ultra rapid freezing technology that cannot be practiced without infringing any issued patents listed in Patent Rights. Know-how Information and materials, including protocols, methods, processes, techniques, devices, models, designs, libraries and trade secrets owned by Licensor that (a) are necessary or advantageous for use in commercializing the technology described in the Patent Rights; and (b) University is not legally prevented from licensing; and (c) are either (1) developed pursuant to the Sponsored Research Agreement in the lab of Xx. Xxxxxx X. Williams III at the University of Texas at Austin, or (2) are learned or developed in the labs of Xx. Xxxxxx X. Williams III or Xx. Xxxxxxxxx Xxx at the University of Texas at Austin or any successor lab. Mandatory Sublicensing None USPTO Entity Status as of Effective Date Check one box: ☒ Small ☐ Large
