Vaccine Composition definition
Examples of Vaccine Composition in a sentence
Two of the tests and corresponding COA/COC acceptance criteria for the Extract shall be the performance of a productivity (Activity) test of the applicable Sutro protein (the “Sutro Activity Test” and “Sutro Activity Criteria”) and the performance of a productivity (activity) test of the applicable Vaccine Composition (the “SutroVax Activity Test” and “SutroVax Activity Criteria”).
In addition, Sutro may terminate this Agreement if a Sublicensee brings such an action or asserts such a claim, if such action or claim pertains to a Vaccine Composition (or expression thereof) within the scope of the Sublicense granted to such Sublicensee, unless the Sublicensee withdraws such action or claim, or SutroVax terminates the applicable sublicense agreement with such Sublicensee, in each case within [***] days after written request by SutroVax to do so.
Upon Sutro’s acceptance of a proposed Vaccine Antigen, such Vaccine Antigen shall be deemed a Vaccine Composition, in which case the Research Plan shall be amended to include any mutually agreed upon activities to be performed by Sutro with respect to such Vaccine Antigen.
To the extent permitted by applicable laws, Sutro shall have the right to participate, in any such meetings, conferences or discussions to the extent the same concern CMC information, CMC activities, adverse events or other safety information with respect to any Vaccine Composition.
For the avoidance of doubt, Sutro’s joint interest in the Joint Vaccine Composition Patents shall be included in the Sutro Patents and shall be within the exclusive licenses granted to SutroVax for the Vaccine Field under Section 4.1(a).
As between the Parties, SutroVax shall have the first right but not the obligation, itself or through a designee, to enforce any Vaccine Composition-Specific Patent and any Joint Vaccine Composition Patent, including (1) initiating or prosecuting an infringement or other appropriate suit or action against such Third Party; and (2) defending any declaratory judgment action with respect thereto (the type of action described in each of (1) and (2), an “Enforcement Action”).
As between the Parties, Sutro shall have the sole right to initiate and control any Enforcement Action for Sutro Patents, other than the Vaccine Composition-Specific Patents and any Joint Vaccine Composition Patents, with respect to any Vaccine Field Infringement.
For clarity, to the extent a CMO established in accordance with Section 3.2 above utilizes Sutro Patents or Sutro Know-how solely to supply Vaccine Composition to SutroVax in accordance with Section 3.2, such arrangement shall not be deemed a sublicense by SutroVax.
Neither Party shall have the right to settle any Enforcement Action under this Section 9.2 in a manner that admits the invalidity or unenforceability of the other Party’s Patents, a Vaccine Composition-Specific Patent or a Joint Vaccine Composition Patent, without the prior written consent of the other Party, which shall not be unreasonably withheld.
Without limiting the foregoing, before making any material filing or material response to the applicable patent office with respect to any Vaccine Composition-Specific Patent or, to the extent it would cover a Vaccine Composition, its use or manufacture, other Sutro Patents, Sutro will provide SutroVax with the reasonable opportunity to comment on the proposed filing or response.