Examples of Acquired Compound in a sentence
Term applicable to such Acquired Compound, including any such Compound-Specific Technology that is subject to a SpinCo In-License.
Thereafter, SpinCo shall cooperate with the Company and promptly disclose to the Company in English (and deliver in writing or in an electronic format) any and all other Information Controlled by SpinCo (or its Affiliates) and not previously disclosed in writing to the Company with respect to the Acquired Compound, including all such additional Information that constitutes Compound-Specific Technology.
Upon the request of the Company, SpinCo also shall transfer to the Company such quantities of all relevant Materials (including all existing quantities of the Acquired Compound), if any, in SpinCo’s or its Affiliates’ Control that are necessary or reasonably useful for the Exploitation of the Acquired Compounds and Acquired Products.
Any time during the period commencing on the Effective Date and ending on the last day of the Option Period, the Company shall have the right to exercise an Option with respect to any Company Selected Compound by providing written notice to SpinCo (“Option Exercise Notice”), in which case such Company Selected Compound shall become an Acquired Compound and the Company shall be required to pay the Option Exercise Fee pursuant to Section 4.4.
During the Exclusivity Period, Landos shall not, itself, or with or through any of its Affiliates or any third party, Exploit any compound or product that (i) comprises or includes an Acquired Compound or (ii) [***] in each case of (i) and (ii), for any purpose (such activity, a “Seller Competing Activity”).
Notwithstanding anything to the contrary set forth in this Agreement, Seller’s research, development, manufacturing and commercialization activities with respect to compounds other than the Acquired Compound or Products shall be deemed Excluded Assets.
The Purchased Assets together with Purchaser’s rights under this Agreement include all of the assets (tangible and intangible) of Seller and its Affiliates that are (a) related to the composition, research, development, manufacture, making, use or sale of the Acquired Compound or any Products, or (b) necessary for the Exploitation of the Acquired Compound or any Product.
Seller has certain rights to the Acquired Compound (as defined below); and WHEREAS, Seller desires to sell to Purchaser, and Purchaser desire to purchase from Seller, the assets of Seller constituting or related to such Acquired Compound upon the terms and conditions set forth herein.
Seller is in compliance with, and is not in default under or in violation of, any Order or Law applicable to the Exploitation of the Acquired Compound or by which any of the Purchased Assets is bound or affected.
As between the Parties, Purchaser shall have the sole right and responsibility, at its sole cost and expense, to exercise Commercially Reasonable Efforts to research, register, manufacture, develop, and commercialize the Purchased Assets, including without limitation to Exploit the Acquired Compound or the Products after the Effective Date.