Examples of Backup Licensed Product in a sentence
The Non-Exclusive License will also include Omega’s right to replace such Licensed Product with a Backup Licensed Product at any time prior to the initiation by Omega of the first Phase 1 Study (as such term is defined in the Non-Exclusive License) of a Licensed Product, not to exceed [***] ([***]) such replacement Backup Licensed Products.
Omega will promptly notify the Escrow Agent in writing if, at any time during the Term prior to [***] of the Lead Licensed Product, Omega desires to replace the Lead Licensed Product with a Backup Licensed Product (“Backup Product Notice”).
If Maxygen has made any payment with respect to such Discontinued Licensed Product under Section 3.1.1 in respect of the achievement of any milestone event described therein, then following the accomplishment of that same milestone event with respect to its Backup Licensed Product, no milestone payment shall be due hereunder in respect of such achievement.
Such Backup Product Notice will identify the proposed Target (as such term is defined in the Development and Option Agreement) to which the Backup Licensed Product is directed in accordance with Section 4.2 of the Development and Option Agreement, and Section 4.2(a)-(d) and Section 4.3 of the Development and Option Agreement are incorporated herein by reference and apply as if the Backup Product Notice were a Target Notice (as such term is defined in the Development and Option Agreement).
For the avoidance of doubt, the identity of potential Target to which a Backup Licensed Product is directed and the information contained in any Backup Product Notice submitted by Omega to the Escrow Agent, including any Omega Controller sequence information and the Human Genome Target(s) any such Omega Controller is designed to Genome Modulate, are the Confidential Information of Omega.
For clarity, Milestone Payments are payable for the Lead Licensed Product and for each Backup Licensed Product to achieve such Milestone Event and are not creditable in the event Omega elects to replace a Lead Licensed Product in accordance with Section 3.1(a).
When milestone events described in Section 3.1.1 are achieved with respect to such Backup Licensed Product where the corresponding milestone payment amount was not previously paid with respect to the Discontinued Licensed Product, then Maxygen shall pay such corresponding milestone payment amount pursuant to Section 3.1.1.
The provisions of this Section 3.1 will apply to up to [***] ([***]) instances of Backup Licensed Product replacement.