CONFIDENTIAL EXECUTION VERSION entire Agreement. To the extent that this Agreement is terminated only with respect to a particular Draft Pick Target, Licensed Product or Terminated Country(ies), the provisions of Section 11.5 shall apply only to such Draft Pick Target or Licensed Product or the Terminated Country(ies) as applicable.
CONFIDENTIAL EXECUTION VERSION. Non-Registrational Study or Registration-Enabling Study, with a number of patients treated with the applicable Licensed Product or BMS Pipeline Asset set forth below (on a compound-by-compound basis) Service Fee for Clinical Drug Product *** patients *** *** patients *** *** patients *** *** patients *** *** patients *** *** patients Service Fee to be agreed by Parties and included in an applicable supply agreement.
CONFIDENTIAL EXECUTION VERSION. (a) Except to the extent expressly authorized by this Agreement, all Confidential Information of a Party (the “Disclosing Party”) shall be maintained in confidence and otherwise safeguarded, and not published or otherwise disclosed, by the other Party (the “Receiving Party”) and its Affiliates for the Term and *** thereafter;
CONFIDENTIAL EXECUTION VERSION. Certain confidential information contained in this document, marked by [***], has been omitted because Roivant Sciences Ltd. (the “Company”) has determined that the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.
CONFIDENTIAL EXECUTION VERSION. Net Sales for a Licensed Product sold as a Combination Product in a Region within the Territory shall be calculated as follows, using pricing data in such Region from IQVIA (or any successor thereto or other data provider that is mutually agreeable to the Parties):
CONFIDENTIAL EXECUTION VERSION. Acceptance Notice for such Licensed Compound; (b) the expiration of the PoC Term for such Licensed Compound without delivery by Brii Bio of a PoC Acceptance Notice; and (c) a decision by AN2 to cease Pre-PoC Development Activities for the applicable Licensed Compound.
CONFIDENTIAL EXECUTION VERSION or other appropriate embodiments, to the extent feasible, of all intellectual property licensed pursuant to this Agreement. AN2 and Brii Bio acknowledge and agree that “embodiments” of intellectual property within the meaning of Section 365(n) include laboratory notebooks, cell lines, vectors, reagents, assays, product samples and inventory, research studies and data, Regulatory Documentation and Marketing Approvals. If a case under the Bankruptcy Code is commenced by or against AN2, this Agreement is rejected as provided in the Bankruptcy Code and Brii Bio elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, AN2 (in any capacity, including debtor-in-possession) and its successors and assigns (including a trustee) shall:
CONFIDENTIAL EXECUTION VERSION. Licensed Product. From time-to-time following the completion of such transfer, AN2 shall, upon Brii Bio’s reasonable request, provide reasonable technical assistance [***] in connection with the Manufacture of the applicable Licensed Product.
CONFIDENTIAL EXECUTION VERSION. The milestone payments set forth in this Section 8.3(a) shall be payable [***] per Licensed Product (regardless of: the number of indications sought or approved for such Licensed Product; any new formulations, presentations, excipients, salts or delivery methods of such Licensed Product; or any back-up or follow-on compounds of such Licensed Product), and [***]. If the annual Net Sales of a Licensed Product in a given Calendar Year exceed more than one applicable threshold in such Calendar Year, then [***]. If Development or Commercialization of any Licensed Product ceases or is suspended and Brii Bio Develops or Commercializes a back-up or follow-on compound that is also a Licensed Product, then Brii Bio shall pay milestones [***]. Notwithstanding anything to the contrary in this Agreement, the maximum amount payable by Brii Bio under this Section 8.3(a) for any Licensed Product (and all of its back-up and follow-on compounds) is One Hundred Fifty Million Dollars ($150,000,000).
CONFIDENTIAL EXECUTION VERSION. (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than the performance of its obligations or exercise of its rights under this Agreement any confidential or proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic or otherwise) that is disclosed to it by the other Party (the “Disclosing Party”) including, but not limited to, all Know-How, Inventions and any other technical, regulatory or business information of whatever nature (collectively, “Confidential Information”).
