Examples of Licensed Compound IP in a sentence
Cephalon shall have the licenses to the Ambit IP and the Licensed Compound IP as set forth in Sections 4.3.4, 4.4.3(b), 4.5.3, 4.5.4, and 4.9.
The Investment Advisor shall, when required, file such amendments to, or restatements of, the Certificate of Formation, in such public offices in the State of Delaware or elsewhere as the Investment Advisor deems advisable to give effect to the provisions of this Agreement and the Certificate of Formation, and to preserve the character of the Company as a limited liability company.
All other Licensed Compound IP shall be the sole or joint property, as the case may be, of the Party or Parties inventing or generating the same.
Ambit shall own all Licensed Compound IP related to any Derivative Compound that is covered solely by Ambit IP.
Cephalon and Ambit shall have the right to initiate legal action to enforce the Patents within the Collaboration IP or Licensed Compound IP against infringement or misappropriation by Third Parties or to defend any declaratory judgment action relating thereto.
Following a written notice from the other Party hereto, the Parties shall in good faith discuss granting each other permission in writing, not to be unreasonably withheld, to disclose in the specification of a patent application filed by the other Party pursuant to this Agreement, any Ambit IP, Cephalon IP, Collaboration IP or Licensed Compound IP necessary to support and enable claims in such patent applications.
For the avoidance of doubt, Ambit retains exclusive rights under Ambit IP relating to the Licensed Compound IP to develop, make, have made, offer to sell, sell, import, use, and commercialize any Licensed Compound subject to a Third Party licensing agreement or other arrangement pursuant to Section 4.7.3(c), and, assuming the existence of such agreement or arrangement pursuant to Section 4.7.3(c), Cephalon is granted no rights to commercialize any such Licensed Compound.
Following a written notice from the other Party hereto, the Parties shall in good faith discuss granting each other permission in writing, not to be unreasonably withheld; to disclose in the specification of a patent application filed by the other Party pursuant to this Agreement, any Ambit IP, Cephalon IP, Collaboration IP or Licensed Compound IP necessary to support and enable claims in such patent applications.
As used herein, (a) the term “Licensed Compound IP” means, (i) the Licensed Compounds (including the structures thereof), Licensed Products and Licensed Diagnostic Products, and (ii) any Joint Know-How or BeiGene Know-How that specifically relates to any Licensed Compound, Licensed Product or Licensed Diagnostic Product; and (b) the term “Licensed Non-Compound IP” means all BeiGene Know-How and Joint Know-How other than Licensed Compound IP.
Subject to the provisions of this Section 5.3, the Exercise Price per Share for each Option shall be determined by the Administrator in its sole discretion.