Regional License Terms definition
Examples of Regional License Terms in a sentence
The Collaboration Agreement consists of: (a) this Master Agreement; (b) the Regional License Terms, which are attached to this Master Agreement as Appendix A; (c) the Co-Co License Terms, which are attached to this Master Agreement as Appendix B; (d) the Global License Terms, which are attached to this Master Agreement as Appendix C; and (e) the schedules and exhibits attached to each of the foregoing.
Section 7.2.6 (Royalty Floor) shall survive any termination or expiration of these Regional License Terms with respect to any Regional Licensed Product for royalties accruing prior to such termination or expiration.
Except as disclosed in Genzyme’s Exercise Notice for a Regional Licensed Product, Genzyme represents and warrants to Alnylam as of the Implementation Date for such Regional Licensed Product that is not a party to any agreement with a Third Party under which it Controls Know-How or Patent Rights that are sublicensed to Alnylam under these Regional License Terms with respect to such Regional Licensed Product.
Genzyme will conduct all Development of each Regional Licensed Product for the Genzyme Territory solely in accordance with the applicable Global Development Plan and Genzyme Territory Development Plan, as such Global Development Plan and Genzyme Territory Development Plan may be amended in accordance with these Regional License Terms, and in sound scientific manner and in compliance with applicable Law.
Subject to these Regional License Terms, Genzyme hereby grants Alnylam a non-transferable (except as provided in Section 13.1 of the Master Agreement (Assignment)), sublicensable (subject to Section 6.2.4 (Sublicensing Terms)), non-exclusive, royalty-free license under Genzyme Collaboration IP to Develop and Commercialize Regional Licensed Products in the Field in the Alnylam Territory.
For clarity, notwithstanding any such termination, these Regional License Terms shall continue to survive in all respects with respect to all Regional Licensed Products other than such terminated Regional Licensed Product.
In order to terminate these Regional License Terms pursuant to this Section 10.2.5, the terminating Party must provide at least six (6) months’ prior written notice to the other Party referencing this Section 10.2.5 and specifying a termination date [***], provided that, with respect to any such termination by Alnylam, such notice must also include an update regarding the current status of Alnylam’s Development activities with respect to Regional Licensed Products.
Alnylam will conduct all Development of each Regional Licensed Product for the Alnylam Territory solely in accordance with the applicable Global Development Plan and Alnylam Territory Development Plan, as such Global Development Plan and Alnylam Territory Development Plan may be amended in accordance with these Regional License Terms, and in sound scientific manner and in compliance with applicable Law.
Confidential Information of the providing Party or its counterparty may be redacted from such copies, except to the extent that such information is required in order to enable the other Party to comply with its obligations to the providing Party under these Regional License Terms with respect to such In-License or in order to enable the providing Party to ascertain compliance with these Regional License Terms.
Notwithstanding anything to the contrary in these Regional License Terms, neither Party shall withdraw or inactivate any regulatory filing that the other Party references or otherwise uses pursuant to this Section 3.4. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”.