Examples of BMS License Agreement in a sentence
As between the Parties hereto, Xxxxx will be responsible for payment of all royalties and any other payments, if any, due to BMS for any activities under this Agreement with respect to (a) the Xxxxx Patents, (b) the License, or (c) the BMS License Agreement, and Xxxxx will promptly pay all such amounts in accordance with the BMS License Agreement and will otherwise maintain the BMS License Agreement in full force and effect during the Term.
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.
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, 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).
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.
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.
BMS Ghrelin Agonist Products Products containing any Ghrelin Agonist licensed by Elixir under the License Agreement between Elixir and Xxxxxxx-Xxxxx Squibb Company dated as of April 25, 2005 (“BMS License Agreement”), and including without limitation: * and * or any back-ups or follow-on Ghrelin Agonists for any of the foregoing subject to the BMS License Agreement (“BMS Ghrelin Agonists”).
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.