Collaboration Antigens Sample Clauses

Collaboration Antigens. (a) The Target Review Committee shall, from time to time during the Antigen Designation Term, review the information provided by the Parties pursuant to Section 2.2.1 to determine the prioritization of Proposed Antigens and whether or not to designate a given Proposed Antigen as a Prioritized Antigen. For purposes of clarity, a Proposed Antigen does not cease to be a Proposed Antigen after it becomes a Prioritized Antigen. If either Party determines that such information is not sufficient to determine whether a Proposed Antigen should be designated as a Prioritized Antigen or a Prioritized Antigen designated as a Collaboration Antigen, such Party shall have the right, but not the obligation, at its own expense, to conduct further validation activities (without use of the Licensed IP Rights of the other Party other than the ABX Antigen-Specific Patent Rights, ABX Antigen-Specific Know-How Rights, AZ Antigen-Specific Patent Rights or AZ Antigen-Specific Know-How Rights) with respect to such Proposed Antigen. Any Information resulting from such validation activities shall be promptly disclosed to the Target Review Committee. In addition to such validation activities, AZ shall have the right, at its own expense, to review the proprietary status of the Proposed Antigens and conduct a freedom to operate analyses to determine whether any Third Party intellectual property rights might limit or otherwise affect AZ’s ability to fully Exploit any AZ Products with respect thereto. ABX shall reasonably cooperate with reasonable requests of AZ in performing such review, including by providing AZ with such information in ABX’s possession as AZ may reasonably request to assist AZ in performing such review. AZ shall not be obligated to provide the results of any such review and analyses to ABX except as provided in Section 4.5.1(c).
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Collaboration Antigens. With respect to each Collaboration Antigen until such time, if any, as such Collaboration Antigen becomes a Discontinued Antigen or Failed Antigen, ABX and its Affiliates hereby grant to AZ and its Affiliates: (a) an exclusive, worldwide right and license (with the right to grant sublicenses through multiple tiers of sublicensees) under (i) the Licensed ABX IP Rights (other than the XenoMouse Know-How Rights and XenoMouse Patent Rights) and the ABX Process Know-How Rights and ABX Process Patent Rights, and (ii) subject to the Supplementary XenoMouse Agreement, the XenoMouse Know-How Rights and XenoMouse Patent Rights, in each case to Exploit Licensed Products that bind to and are directed against such Collaboration Antigen for use in the Commercial Field subject to Sections 4.12 and 9.3; (b)(i) an exclusive, worldwide right and license (with the right to grant sublicenses through multiple tiers of sublicensees) under the ABX Subsequent Antigen-Specific Know-How Rights, ABX Subsequent Antigen-Specific Patent Rights, ABX’s rights in the Collaboration Know-How Rights and Collaboration Patent Rights, ABX Oncology Know-How Rights, ABX Oncology Patent Rights, ABX Other Know-How Rights and ABX Other Patent Rights, and (ii) an exclusive, worldwide right and license (with the right to grant sublicenses through multiple tiers of sublicensees) under the ABX Prior Antigen-Specific Know-How Rights and ABX Prior Antigen-Specific Patent Rights (and the other Licensed ABX IP Rights solely to the extent necessary to enable AZ to utilize Additional Technology applicable to such Collaboration Antigen, Collaboration Technology, Oncology Technology, Other Technology and Antigen-Specific Technology), in each case to Exploit Non-Antibody Products with respect to such Collaboration Antigen for use in the Commercial Field subject to Section 9.3.4; (c) an exclusive, worldwide right and license (with the right to grant sublicenses through multiple tiers of sublicensees) under the Licensed ABX IP Rights (other than the XenoMouse Know-How Rights, (except solely to the extent necessary to enable AZ to utilize Additional Technology applicable to such Collaboration Antigen, Antibody Technology, Collaboration Technology, Oncology Technology, Other Technology and Antigen-Specific Technology to Exploit Non-Licensed Products (other than Non-Antibody Products)) XenoMouse Patent Rights, ABX Process Know-How Rights and ABX Process Patent Rights) to Exploit Non-Licensed Products (other than Non-...
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Collaboration Antigens. With respect to each Collaboration Antigen (other than Discontinued Antigens and Failed Antigens) for which AZ has designated a Candidate Drug pursuant to Section 2.6.3, AZ shall use Commercially Reasonable Efforts (whether alone, or with one or more Third Parties) at its (or such Third Parties’) own cost to (i) conduct all development necessary to obtain a Registration for one Licensed Product for use in humans in each of the Major Markets; and (ii) commercialize one Licensed Product for use in humans in each of the Major Markets; provided, however, that such obligations are expressly conditioned upon ABX and its Affiliates performing their respective obligations under this Agreement and the Related Agreements, including the performance of any activities pursuant to Articles 4, 5 and 7, as applicable, including the supply of sufficient quantities of Candidate Drugs and Licensed Products pursuant to Article 7 and the Related Agreements, and such obligations of AZ shall be delayed or suspended as long as any failure to meet or satisfy such condition exists. Further, ABX acknowledges and agrees that nothing in this Section 4.12.1(a) is intended, or shall be construed, to require AZ (or such Third Party) to develop or commercialize a specific Candidate Drug or Licensed Product or to obtain Registrations for, or commercialize, more than one Candidate Drug or Licensed Product that binds to and is directed against any such Collaboration Antigen. In the event that AZ decides to discontinue the development or commercialization of a Licensed Product in favor of another Licensed Product that binds to and is directed against the same Collaboration Antigen, its obligations under this Section 4.12.1(a) shall cease with respect to such initial Licensed Product in favor of such other Licensed Product.
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Related to Collaboration Antigens

  • Research Collaboration (a) GSK hereby grants to Anacor a non-exclusive, non-royalty bearing license under the GSK IP, solely as and to the extent necessary or important to conduct activities for which Anacor is responsible under the Research Plans during the Research Collaboration Term.

  • Research Program The term “Research Program” shall mean the research program to be undertaken by TSRI under the direction and control of the Principal Investigator as expressly set forth on Exhibit A hereto.

  • Collaboration Each Party shall provide to the enforcing Party reasonable assistance in such enforcement, at such enforcing Party’s request and expense, including to be named in such action if required by Applicable Laws to pursue such action. The enforcing Party shall keep the other Party regularly informed of the status and progress of such enforcement efforts, shall reasonably consider the other Party’s comments on any such efforts, including determination of litigation strategy and filing of material papers to the competent court. The non-enforcing Party shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such Party shall at all times cooperate fully with the enforcing Party.

  • Research Program Term The Research Program shall be conducted during the period of five years commencing as of the Agreement Date ("Research Program Term"). Upon not later than seventy-five (75) days' prior written notice JT may, in its sole judgment, terminate the Research Program at the end of the third (3/rd/) year and fourth (4/th/) year of the Research Program. The RMC may terminate the Research Program any time during the Research Program Term if it unanimously determines the Research Program is no longer scientifically useful or that all potential Products would not be commercially viable. In case of such an early termination by JT or the RMC, JT shall be exempt from any payment(s) under Section 10(a) that would have become due and payable after the effective date of such early termination. Following any termination of the Research Program (i) that occurs simultaneously with the termination of this Agreement in accordance with Section 13 (i.e., no compound or Lead Compound has been designated previously a Collaboration Lead Compound in accordance with Section 3(b) and no Independent Lead Compound is being developed in accordance with Section 3(m)) or (ii) that is followed at some future date by the termination by JT of Development or co-promotion of any Collaboration Lead Compound and/or Product pursuant to Sections 3(l) or 5(c), respectively, or development of an Independent Lead Compound in accordance with Section 3(m) (A) any licenses granted by Tularik to JT will terminate, (B) JT will grant to Tularik an exclusive, sublicensable, worldwide license, to make, use and sell compounds, Collaboration Lead Compounds or Products under JT's interest in Program Patents and Program Know-How and (C) under the terms and conditions to be separately agreed, JT will also grant to Tularik a nonexclusive, sublicensable, worldwide license under any JT Patent Rights and Know-How to the extent necessary to practice the license granted under the Program Patents and Program Know-How in (B) (including, with respect to compounds, a limited number of JT's library compounds approved by JT); provided, however, that in the event the Research Program terminates but the Agreement has not terminated with respect to designated Collaboration Lead Compounds, Independent Lead Compounds and/or Products as provided in Section 2(g)(ii), Sections 2(g)(A), (B) and (C) shall apply only to those compounds, Collaboration Lead Compounds, Independent Lead Compounds and Products for which Development or co-promotion shall have been terminated and/or to those compounds or Lead Compounds that have not been designated previously a Collaboration Lead Compound in accordance with Section 3(b) or an Independent Lead Compound in accordance with Section 3(m); provided further that in the event that JT elects to pursue a Discontinued Compound or a Non-Proposed Compound on or before the first anniversary of the expiration or termination of the Research Program Term pursuant to Section 3(b)(iii) or 3(b)(iv), respectively, Sections 2(g)(A), (B) and (C) shall not apply to such Discontinued Compound or Non-Proposed Compound until such time as JT shall have terminated the Development or co-promotion of such Discontinued Compound or Non- Proposed Compound. Tularik will then be free to pursue clinical development and registration of such compounds, Lead Compounds and/or Products without obligation to JT except as provided in Section 4(f) or Section 5(c), as appropriate.

  • Research Plan The Parties recognize that the Research Plan describes the collaborative research and development activities they will undertake and that interim research goals set forth in the Research Plan are good faith guidelines. Should events occur that require modification of these goals, then by mutual agreement the Parties can modify them through an amendment, according to Paragraph 13.6.

  • Development and Commercialization Subject to Sections 4.6 and 4.7, Fibrocell shall be solely responsible for the development and Commercialization of Fibrocell Products and Improved Products. Fibrocell shall be responsible for all costs incurred in connection with the Fibroblast Program except that Intrexon shall be responsible for the following: (a) costs of establishing manufacturing capabilities and facilities in connection with Intrexon’s manufacturing obligation under Section 4.6 (provided, however, that Intrexon may include an allocable portion of such costs, through depreciation and amortization, when calculating the Fully Loaded Cost of manufacturing a Fibrocell Product, to the extent such allocation, depreciation, and amortization is permitted by US GAAP, it being recognized that the majority of non-facilities scale-up costs cannot be capitalized and amortized under US GAAP); (b) costs of basic research with respect to the Intrexon Channel Technology and Intrexon Materials (i.e., platform improvements) but, for clarity, excluding research described in Section 4.7 or research requested by the JSC for the development of a Fibrocell Product or an Improved Product (which research costs shall be reimbursed by Fibrocell); (c) [*****]; and (d) costs of filing, prosecution and maintenance of Intrexon Patents. The costs encompassed within subsection (a) above shall include the scale-up of Intrexon Materials and related active pharmaceutical ingredients for clinical trials and Commercialization of Fibrocell Products undertaken pursuant to Section 4.6, which shall be at Intrexon’s cost whether it elects to conduct such efforts internally or through Third Party contractors retained by either Intrexon or Fibrocell (with Intrexon’s consent).

  • Commercialization Intrexon shall have the right to develop and Commercialize the Reverted Products itself or with one or more Third Parties, and shall have the right, without obligation to Fibrocell, to take any such actions in connection with such activities as Intrexon (or its designee), at its discretion, deems appropriate.

  • Commercialization Activities Within North America, the Parties will use Commercially Reasonable Efforts to Commercialize Licensed Products in the Field. In addition, within North America and subject to Section 2.7.6, the Parties will use Commercially Reasonable Efforts to conduct the Commercialization activities assigned to them pursuant to the Commercialization Plan/Budget, including the performance of detailing in accordance therewith. In conducting the Commercialization activities, the Parties will comply with all Applicable Laws, applicable industry professional standards and compliance policies of Celgene which have been previously furnished to Acceleron, as the same may be updated from time to time and provided to Acceleron. Neither Party shall make any claims or statements with respect to the Licensed Products that are not strictly consistent with the product labeling and the sales and marketing materials approved for use pursuant to the Commercialization Plan/Budget.

  • Commercialization Diligence Upon receipt of the Marketing Authorization for a Licensed Product in the Field in a given Region in the Territory, Lian (directly, or through its Affiliates, Sublicensees or contractors) will use Commercially Reasonable Efforts to Commercialize such Licensed Product in the Field in such Region in the Territory. Lian will have sole decision-making authority and discretion with respect to Commercializing the Licensed Product in the Field in the Territory. [***].

  • Development Program A. Development Activities to be Undertaken (Please break activities into subunits with the date of completion of major milestones)

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