Examples of BMS License Agreement in a sentence
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.
Novartis acknowledges and agrees that any such information may be shared with BMS in accordance with the BMS License Agreement and that BMS has certain rights and obligations thereunder with respect to enforcement of any such matters.
In the event that a Waiver is granted and Elixir and BMS have amended the definition of “Competitive Compound” under the BMS License Agreement such that it is limited to other Ghrelin Agonists as provided in clause (B) above, Novartis’s rights to the Sirtuin Modulators and products containing same (as set forth below) will be of no further force or effect.
Xxxxx will notify Novartis within [***] if it becomes aware of any uncured material breach of the BMS License Agreement or alleged breach of the BMS License Agreement that it disputes or does not intend to cure in accordance with the terms of the BMS License Agreement.
Xxxxx has not received any notice or other communication from BMS regarding any breach by Xxxxx of its obligations under the BMS License Agreement.
Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to (i) each Major Investor, and (ii) only in the event that such an offer or sale of New Securities is a financing in which BMS is entitled to participate in accordance with the provisions of Section 8.1.2 of the BMS License Agreement – also to BMS.
Novartis acknowledges and agrees that, unless otherwise agreed with BMS, the terms of any license(s) (and sublicense(s)) under the BMS License Agreement will be consistent with and subject to the terms of, including without limitation Elixir’s rights to grant sublicenses under, the BMS License Agreement.
Other than as set forth above, the terms and procedures for Novartis’ right of negotiation will be substantially identical to the terms and procedures for BMS’ right of 1st negotiation under the BMS License Agreement (including, without limitation, Section 3.2).
None of the terms redacted from the BMS License Agreement impair, or have the ability to impair, Xxxxx’x ability to perform its obligations under this Agreement or Novartis’ rights under the License.
The rights of BMS under this Section 4 are an implementation of its participation rights (if and to the extent applicable) under Section 8.1.2 of the BMS License Agreement, and are neither in addition to nor in substitution of the rights of BMS under Section 8.1.2 of the BMS License Agreement.