Synthetic Compounds definition
Examples of Synthetic Compounds in a sentence
For the avoidance of doubt, the Compounds set forth in the data package will be Synthetic Compounds, unless the Option is properly exercised pursuant to Section 8.6. In addition to the data package(s), Senomyx will provide a reasonable quantity of the applicable Compound material (laboratory synthesized grade) for evaluation by Firmenich.
In the event that the work for Synthetic Compound(s) is discontinued in accordance with the previous sentence, work on Natural Compounds may continue independently, provided that: (i) work on Synthetic Compound(s) may not be discontinued at […***…]; (ii) Firmenich must have previously paid to Senomyx […***…] under both Sections 7.1.1(a) and (b); and (iii) the parties will negotiate in good faith any appropriate changes to the Agreement […***…].
Concurrently with the execution of this Agreement Senomyx and Firmenich are also entering into a Supply Agreement (the “Supply Agreement”) whereby Firmenich has agreed to manufacture and supply, and Senomyx has agreed to purchase, certain Selected Synthetic Compounds on the terms and conditions set forth in such Supply Agreement.
Senomyx and Firmenich entered into that certain Collaborative Research, Development, Commercialization and License Agreement dated July 28, 2009, that certain First Amendment thereto dated October 30, 2009, and that certain Second Amendment dated October 22, 2010 (collectively, the “Original Agreement”) for a research and development program during the Collaborative Period to discover and/or develop Compounds that are Synthetic Compounds for use in Field I and Field II (the “Collaborative Program”).
Firmenich hereby irrevocably assigns to Senomyx all interest in and to any Joint Inventions that consist of Senomyx Improvements, including, without limitation, compounds, Compounds (including both Natural Compounds and Synthetic Compounds) and Selected Compounds (including both Natural Compounds and Synthetic Compounds), and uses thereof, and all claims within Patent Rights claiming such Joint Inventions, subject to the licenses granted to Firmenich pursuant to Section 8.
During the Royalty Term, Firmenich will pay to Senomyx a royalty equal to the applicable royalty rate for Produts containing Selected Synthetic Compounds (“Synthetic Compound Royalty Rate”) multiplied by Net Sales of Products containing Selected Synthetic Compounds in Field I and Field II.
Firmenich and Senomyx also entered into a Collaborative Commercialization and License Agreement dated November 5, 2008 (“Second Agreement”) wherein Senomyx granted Firmenich certain license rights to Senomyx’s proprietary compound, S8475 Firmenich and Senomyx now desire to enter into this Agreement for a research and development program during the Collaborative Period to discover and/or develop Compounds that are Synthetic Compounds for use in the Fields (the “Collaborative Program”).
For the avoidance of doubt, in the event the Option is exercised, all work on Synthetic Compounds will continue unless the parties mutually agree otherwise at the time the Option is exercised or thereafter, in which case the parties shall also […***…].
During the Royalty Term, with respect to Net Sales of Products that contain any Selected Synthetic Compound in Field I and Field II, Firmenich will pay to Senomyx a royalty equal to the applicable Synthetic Compound Royalty Rate in the table below, multiplied by the Net Sales of Products containing Selected Synthetic Compound(s) in Field I and Field II during the applicable quarter.
Upon proper exercise of the Option set forth in Section 8.6, then the total aggregate out-of-pocket costs to Senomyx, as described in the preceding sentence, shall not exceed […***…] for Natural Compound(s) which is in addition to the […***…] for the Synthetic Compound(s).