MPI Drug definition
Examples of MPI Drug in a sentence
Except as otherwise expressly set forth herein, if Millennium proceeds to Commercialize any MPI Drug for use with a Product after the termination of this Agreement, including without limitation pursuant to any surviving licenses, Millennium’s obligations to pay Precision milestones and royalties set forth in Exhibit C shall survive, provided that all Millennium’s remaining payment obligations with respect to such Product shall be reduced by ([***]%).
Upon termination of this Agreement with respect to a Product pursuant to this Section 12.2(b), this Agreement shall also terminate with respect to the associated MPI Drug.
Where needed, Precision shall grant and hereby grants to Millennium a nonexclusive, worldwide, fully paid-up, royalty-free license to use such trademarks during the Term in connection with advertising, promoting and marketing MPI Drug for use with the Product.
Millennium shall own all right, title and interest in and to any and all trademarks developed by or for Millennium for use in connection with a MPI Drug.
Precision will use Diligent Efforts to demonstrate Product scale-up and Commercialization capabilities prior to initiation of any Phase 3 Clinical Trial of the MPI Drug for use with such Product, in accordance with the Work Plan.
Where needed, Millennium shall grant and hereby grants to Precision a nonexclusive, worldwide, fully paid-up, royalty-free license to use such trademarks during the Term in connection with advertising, promoting and marketing Product for use with the MPI Drug.
If a Party (i) becomes aware of any other Intellectual Property that, on its face, without further analysis, may constitute Relevant Third Party IP or (ii) receives notice from a Third Party alleging that the performance of Activities or the Development, Manufacture or Commercialization of a MPI Drug or Product under this Agreement infringe, misappropriate or otherwise violate a Third Party’s Intellectual Property, in either instance of (i) or (ii), such Party will promptly notify the other Party.
The Parties will cooperate with each other in seeking any tax exemption or credits that may be available with respect to any MPI Drug or Product, including the tax credit available under Section 45C of the United States Internal Revenue Code by reason of a Party’s research and development expenditures contributing to the product being granted orphan designation by the FDA, or equivalent Applicable Law outside of the United States.
Upon Precision’s written request to Millennium, Millennium will send a letter to the FDA that authorizes the FDA to access Millennium’s drug application for the relevant MPI Drug on behalf of Precision for purposes of supporting Precision’s Regulatory Submissions for the Product for use with the MPI Drug.
Notwithstanding the foregoing, if Executive’s employment terminates due to a Covered Termination at any time after the Effective Date, Executive will receive the greater of (i) the severance benefits above, or (ii) the severance benefits provided for in the Amended and Restated Severance Plan attached hereto as Exhibit D, which may be amended from time-to-time by the Company at the Company’s sole discretion, that is in effect at the time of termination.