ACE-536 Agreement Sample Clauses
The ACE-536 Agreement clause establishes the terms and conditions governing the development, licensing, or commercialization of the pharmaceutical product ACE-536 between the parties. It typically outlines the rights and obligations related to intellectual property, financial arrangements such as milestone payments or royalties, and responsibilities for regulatory approvals and manufacturing. By clearly defining each party's roles and expectations regarding ACE-536, this clause ensures legal clarity and helps prevent disputes over the management and exploitation of the product.
ACE-536 Agreement. The Parties acknowledge and agree that Confidential Information disclosed pursuant to this Agreement may have application to the Parties’ rights and obligations under the ACE-536 Agreement and vice versa. Therefore, the Parties agree that information can be deemed Confidential Information under this Agreement and “Confidential Information” under the ACE-536 Agreement and that such information will be subject to the confidentiality and non-use obligations of both agreements.
ACE-536 Agreement. Subject to the next sentence, Celgene, in its sole discretion, may decide (a) to develop and commercialize a “Licensed Compound” or “Licensed Product” under the ACE-536 Agreement (as defined below) instead of Developing and Commercializing a Licensed Compound or Licensed Product under this Agreement or (b) following the Completion of the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ Clinical Trials (as each such term is defined in the ACE-536 Agreement), to Develop a Licensed Compound or Licensed Product hereunder instead of a “Licensed Compound” or “Licensed Product” under the ACE-536 Agreement, and, thereafter, if Celgene is undertaking “Development” or “Commercialization” (each as defined in the ACE-536 Agreement) activities in accordance with the ACE-536 Agreement with respect to a “Licensed Compound” or “Licensed Product” thereunder, Celgene will be deemed to be in compliance with any Development or Commercialization obligations under this Agreement. Celgene acknowledges that a decision to pursue the scenario described in subsection (b) will not be made based primarily on Celgene’s payment obligations to Acceleron under this Agreement or the ACE-536 Agreement, but rather will take into consideration such things as the resources as would normally be exerted or employed by a similarly-situated biopharmacecutical company, product life, stage of development, safety and efficacy, development costs, operating costs, the anticipated prescription label, the nature of the product, the clinical setting in which the product is expected to be used, competitiveness of the marketplace, regulatory environment, the patent or other proprietary position of the product, and other clinical, commercial, regulatory or manufacturing conditions then prevailing.