Returned Licensed Product definition
Examples of Returned Licensed Product in a sentence
If a Third Party asserts that a Patent or other right owned by it is infringed by the manufacture, use, sale or importation of any Licensed Product (except for a Returned Licensed Product which shall be subject to Section 8.3.1(a)), GSK shall have the primary right but not the obligation to defend against any such assertions at its cost and expense.
In the event ChemoCentryx decides to further develop and/or commercialize such Returned Licensed Product, ChemoCentryx shall be solely responsible for satisfying any and all obligations to Third Parties with respect to the development, manufacture or commercialization of such Returned Licensed Product including, but not limited to, any ongoing obligations of GSK under any Third Party manufacturing or licensing agreements.
Following the expiration of the Term in its entirety pursuant to Section 12.1.2, subject to the terms and conditions of this Agreement, ChemoCentryx shall have an exclusive, fully-paid and royalty-free, right and license, with the right to grant sublicenses, under GSK Technology solely as necessary to continue to make, have made, use, sell, offer to sell, and import Returned Licensed Product for so long as it continues to do so.
Subject always to the obligation to pay to GSK the Reverse Royalties as set forth in Section 6.7, ChemoCentryx shall be free to develop and commercialize any such Returned Licensed Product, alone or with any Third Party or through any Third Party sublicensee.
Notwithstanding anything to the contrary in this Agreement, the terms and conditions of Section 7.1 shall not apply to any such Returned Licensed Product.
In addition, in no event shall the covenants in Sections 7.1 and 7.2 apply to bind or restrict Regulus, its Affiliates or Parent Companies with respect to any Blocked Target, Refused Candidate, Refused Candidate Product or Returned Licensed Product.
Regulus’ obligation to pay the Reverse Royalty to GSK above on Net Sales of Refused Candidate Products or Returned Licensed Products will apply regardless of whether such sales are made by Regulus or by any of its Affiliates, Parent Companies (to the extent that they are selling such Refused Candidate Product or Returned Licensed Product) or Sublicensees, and will continue on a country-by-country and product-by-product basis for the Agreement Term.
If a Third Party initiates a Proceeding claiming that any Patent Right or Know-How owned by or licensed to such Third Party is infringed by the Development, Manufacture or Commercialization of any Refused Candidate, Refused Candidate Product or Returned Licensed Product, Regulus shall have the sole and exclusive right, but not the obligation, to defend against and settle such Proceeding at its sole cost and expense.
Upon any such termination (a) all licenses in and to the ChemoCentryx Technology for such Returned Licensed Product granted to GSK by *** Certain information on this page has been omitted and filed separately with the Commission.
Notwithstanding the preceding sentence, Regulus will retain final decision making authority as to the listing of all applicable Patent Rights for such Refused Candidate Product or Returned Licensed Product, as applicable, regardless of which Party owns such Patent Right, and any such final decision made in good-faith on the matter shall not be subject to any further review under Section 13.1 or otherwise under this Agreement.