Incyte Clause Samples

Incyte. (i) For the duration of the Term, and except as provided in this Agreement, neither Incyte nor any of its Affiliates shall, with respect to [*], (A) itself develop or commercialize, or collaborate or partner with any Third Party to develop or commercialize any product which contains an Antibody, (B) authorize any Third Party to develop, manufacture or commercialize any product which contains an Antibody, or (C) provide or make available to any Third Party any Antibody or the sequence information therefor, wherein the [*] in each case of [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Treatment Requested Under 17 C.F.R.§§ 200.80(b)(4) and 240-24b-2 (A) through (C) has (1) [*] or greater homology and/or (2) [*]relative to the [*]; provided that the foregoing limitations in this Section 2.8(b)(i) shall not apply (I) to any [*] or (II) to any [*] before the Execution Date [*] as demonstrated by reasonable evidence. Notwithstanding the foregoing, the restrictions in (A)–(C) shall not be construed to (x) limit Incyte’s rights set forth elsewhere in this Agreement, or (y) obligate Incyte or its Affiliates to [*] a Third Party from [*] manufacturing, developing or commercializing a Bi-Specific Construct [*] that such Third Party [*] generated, where such Third Party’s [*] is a [*] created or developed by Incyte for such Third Party in compliance with this Section 2.8(b)(i) and the terms of this Agreement. (ii) During the [*] Exclusivity Period, neither Incyte nor any of its Affiliates shall (or shall authorize any Third Party to) Develop or Commercialize outside of this Agreement any Bi-Specific Construct specifically binding to [*]. (iii) For the duration of the applicable Term with respect to a Licensed Product arising from a [*] Program, neither Incyte nor any of its Affiliates shall (or shall authorize any Third Party to) Develop or Commercialize outside of this Agreement any Bi-Specific Construct specifically binding to the [*] Target Pair for such [*] Program, unless (A) such [*] Target Pair is a Dropped Target Pair, in which case Section 4.8 shall apply, or (B) the corresponding [*] Target Program is a Terminated Program. (iv) For the duration of the applicable Term with respect to a Licensed Product arising from a Program (other than a [*] Program, but including a Novel Program for which th...
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Incyte. Notwithstanding anything to the contrary herein, in the event of a Change of Control of Incyte, if the Acquirer or its Affiliates owns or Controls, and has not discontinued the Development and Commercialization of, or divested, upon the consummation of the Change of Control, a clinical-stage or approved anti-PD-1 or anti-PD-L1 Monoclonal Antibody in the Field (such product, a “MacroGenics Competing Product”), the following terms and conditions shall apply: (i) Acquirer shall and shall cause its Affiliates, within [**] after such consummation to adopt the protections, and Acquirer shall have the rights and obligations, set forth in Sections 15.3(b)(iii)(A) and (B) mutatis mutandis; and (ii) Incyte’s right to object to the conduct of an Acquirer Combination Study pursuant to Section 15.3(b)(i)(B)(y) shall immediately terminate.
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Incyte. For the duration of the Term, and except as provided in this Agreement, neither Incyte nor any of its Affiliates shall, with respect to [**], (A) itself develop or commercialize, or collaborate or partner with any Third Party to develop or commercialize any product which contains an Antibody, (B) authorize any Third Party to develop, manufacture or commercialize any product which contains an Antibody, or (C) provide or make available to any Third Party any Antibody or the sequence information therefor, wherein the [**] in each case of
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Incyte. Incyte shall indemnify and hold CUSTOMER and its directors, officers, employees, agents, representatives and affiliates harmless from and against any loss, liability, cost or expense (including, but not limited to, reasonable attorneys' fees and costs) arising from: (i) any claim, action or demand by any third party alleging that the LifeArray(TM) Product(s) or any portion thereof violates any copyright, patent, trade secret, intellectual property or other proprietary right of such party, or (ii) any breach or nonperformance by Incyte of any of its representations, warranties, covenants or agreements under this Agreement; except to the extent such loss, liability, cost or expense (including attorney's fees and costs) is attributable to: (1) a violation of law, regulation or court order by CUSTOMER, (2) a violation of any contractual or fiduciary duty (including misappropriation of trade secrets) owed by CUSTOMER to a third party, (3) recklessness or intentional misconduct of CUSTOMER, (4) any breach of this Agreement or misrepresentation contained herein by CUSTOMER, or (5) infringement by CUSTOMER (other than by use of the LifeArray(TM) Product(s) or any portion thereof) of any third party's patent rights, copyrights or other intellectual property rights. Notwithstanding the foregoing, it shall be CUSTOMER's sole responsibility to procure, at CUSTOMER's expense, license(s) under third party patent rights or such other rights with respect to hardware or database platform (e.g. Silicon Graphics or Oracle licenses, as under Section 4.3 (Third Party Intellectual Property)).
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Incyte. Subject to the requirements in Section 11.3 below, Incyte shall indemnify each of GHI and its directors, officers, and employees of GHI and the successors and assigns of any of the foregoing (each a “GHI Indemnitee”), and hold each GHI Indemnitee harmless from and against (a) any liabilities, damages, settlements, penalties, fines, expenses or costs (including, without limitation, reasonable attorneys’ fees and other costs of litigation) arising out of any claim, complaint, suit, proceeding or cause of action against a GHI Indemnitee by a Third Party resulting from (i) Incyte’s conduct of the Development Program or the use, marketing, sale or distribution of products incorporating Program Technology or GHI Improvements, by Incyte or by Third Parties under authority of Incyte (except to the extent such claim results for any breach by GHI of any of its representations and warranties under Sections 10.1), or (ii) any breach by Incyte of its representations and warranties under Section 10.1 above.
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Incyte. For the duration of the Term, and except as provided in this Agreement, neither Incyte nor any of its Affiliates shall, with respect to [**], (A) itself develop or commercialize, or collaborate or partner with any Third Party to develop or commercialize any product which contains an Antibody, (B) authorize any Third Party to develop, manufacture or commercialize any product which contains an Antibody, or (C) provide or make available to any Third Party any Antibody or the sequence information therefor, wherein the [**] in each case of (A) through (C) has (1) [**] or greater homology and/or (2) [**] relative to the [**]; provided that the foregoing limitations in this Section 2.8(b)(i) shall not apply (I) to any [**] or (II) to any [**] before the Execution Date [**] as demonstrated by reasonable evidence. Notwithstanding the foregoing, the restrictions in (A)—(C) shall not be construed to (x) limit Incyte’s rights set forth elsewhere in this Agreement, or (y) obligate Incyte or its Affiliates to [**] a Third Party from [**] manufacturing, developing or commercializing a Bi-Specific Construct [**] that such Third Party [**] generated, where such Third Party’s [**] is a [**] created or developed by Incyte for such Third Party in compliance with this Section 2.8(b)(i) and the terms of this Agreement.
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Incyte. HMRI agrees to, effective as of the Closing: (a) terminate the HAGC as an "Installation Site" pursuant to the Second Amended and Restated Collaborative Agreement between Incyte, Hoechst AG and HMRI (the "HMRI Incyte Agreement"),and (b) designate the facility which is the subject of the Sublease as an alternative "Installation Site" under the HMRI Incyte Agreement. In furtherance of such "Installation Site" termination and designation, HMRI shall deliver, as of the Closing, the Incyte Installation Site Designation Letter to Incyte Pharmaceuticals, Inc. At ARIAD's reasonable request, HMRI shall: (i) provide any other instruments and documents as are reasonably necessary for HMRI or its Affiliates to effectuate such "Installation Site" termination and designation; and (ii) assist ARIAD in obtaining an early termination of the Second Amended and Restated Collaboration Agreement between Incyte and ARIAD.
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Incyte. Notwithstanding anything to the contrary herein, in the event of a Change of Control of Incyte, if the Acquirer or its Affiliates owns or Controls, and has not discontinued the Development and Commercialization of, or divested, upon the consummation of the Change of Control, a clinical-stage or approved anti-PD-1 or anti-PD-L1 Monoclonal Antibody in the Field (such product, a “MacroGenics Competing Product”), the following terms and conditions shall apply:
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Related to Incyte

  • Licensee “Licensee” means the individual or company that has entered into an Agreement with the Embassy. “Offer” means a response to a solicitation that, if accepted, would bind the offeror to perform the resultant Agreement.

  • Licensor any Person from whom a Grantor obtains the right to use any Intellectual Property. Lien: any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on common law, statute or contract, including liens, security interests, pledges, hypothecations, statutory trusts, reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Property. Lien Waiver: an agreement, in form and substance satisfactory to Collateral Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Collateral Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for Collateral Agent, and agrees to deliver the Collateral to Collateral Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Collateral Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Collateral Agent upon request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Collateral Agent the right, vis-à-vis such Licensor, to enforce Collateral Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License.

  • University Any notice may be served upon the University by delivering it, in writing, to the University at the address set forth on the last page of this Agreement, by depositing it in a United States Postal Service deposit box with the postage fully prepaid and with the notice addressed to the University at the aforementioned address, or by sending a facsimile of it to the University facsimile number set forth on the last page of this Agreement.

  • Sublicensees 4.1 The Regents also grants to IntraBiotics the right to issue exclusive or nonexclusive sublicenses ("Sublicenses") to third parties to make, have made, use and sell [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Licensed Products and to practice Licensed Methods in the Field in any jurisdiction under which IntraBiotics has exclusive rights under this Agreement. All such Sublicenses shall be subject to the rights of The Regents under this Agreement, with the exception that Sublicensees need not pay the license issue fee provided for in Article 5, or patent costs provided for in Article 8. To the extent that IntraBiotics licenses third parties to make, have made, use and sell Licensed Products and to practice Licensed Methods that are covered solely by Joint Patent Rights, for the purposes of this Agreement, such licenses shall be considered Sublicenses. To the extent applicable, Sublicenses shall also be subject to the rights of the United States federal government under 35 U.S.C. Section 201-212. 4.2 IntraBiotics shall pay to The Regents, upon the Net Sales of Licensed Products sold or disposed of by Sublicensees, an earned royalty equal to [ * ] of the royalties received by IntraBiotics from its Sublicensees for products covered by Regents' Patent Rights, and an earned royalty equal to [ * ] for products covered solely by Joint Patent Rights. 4.3 IntraBiotics shall pay to The Regents [ * ] of all Sublicensing Income. Such payments shall be made quarterly in accordance with the payment schedule described in paragraph 10.3. 4.4 IntraBiotics shall provide to The Regents a copy of each Sublicense granted by IntraBiotics and a copy of all information submitted to IntraBiotics by Sublicensees relevant to the computation of the payments due from IntraBiotics to The Regents under this Article 4. 4.5 IntraBiotics shall use its best efforts to write its sublicense agreements so that upon termination of this Agreement for any reason, all outstanding Sublicenses will be assigned to The Regents and will remain in full force and effect under the same terms and conditions with The Regents as the licensor thereunder in the stead of IntraBiotics, but the duties of The Regents under such assigned Sublicenses shall not be greater than the duties of The Regents under this Agreement.

  • Manufacturing Technology Transfer Except as provided in Section 4.3(f)(iii)(1) and Section 6.10, with respect to any Collaboration Product (or LGC Reserved Product, if applicable) for which LGC (or its Affiliate) performed CMC Development or CMC Manufacturing, if (a) Cue does not elect for LGC to perform CMC Step 2, CMC Step 3, or CMC Step 4 (or with respect to LGC Reserved Products, upon completion of CMC Step 1), or (b) upon failure of the Parties to reach agreement with respect to a Clinical Supply Agreement or a Commercial Supply Agreement or (c) [***] under this Agreement and does not cure such breach within [***] days (provided, that if such breach is not reasonably capable of cure within such [***] day period, then such cure period shall be automatically extended for an additional [***] day period as long as LGC continues to use diligent efforts to cure such breach in accordance with a reasonable cure plan and if such breach is not reasonably capable of cure within such combined [***] day period, then Cue shall reasonably consider consenting to any extension of such cure period as long as LGC continues to use diligent efforts to cure such breach in accordance with a reasonable cure plan), as applicable, then, in each case upon the written request of Cue, LGC shall use Commercially Reasonable Efforts to make a technology transfer to an Approved CMO the Manufacturing processes (including materials and such other information) but solely as is necessary to enable the Manufacture of such Collaboration Product (including the Collaboration Compound therein) (or LGC Reserved Product, including the LGC Reserved Compound therein, if applicable) by such Approved CMO to comparable biochemical structure, quality and purity as that Manufactured by LGC or its Affiliate or CMO, provided that neither Cue, LGC or any Third Party shall perform such a technology transfer to any CMO [***] without LGC’s consent, not to be unreasonably withheld, conditioned or delayed if LGC has approved the CMO to manufacture Collaboration Products (or LGC Reserved Products, if applicable). LGC shall conduct such technology transfer as soon as reasonably practicable after receiving such written notice, using good faith efforts to support supply needed to achieve timelines in the Cue Territory Development Plan (or Cue’s development plan for LGC Reserved Products, if applicable) or Cue Territory Commercialization Plan, as applicable. LGC shall conduct the first technology transfer for each Collaboration Product (or LGC Reserved Products, if applicable) [***] (provided that [***]) for a period of up to [***] months from the date Cue or its designee has provided notice it is ready to receive the technology transfer, provided, that such [***] month period [***]. After the expiration of the initial such [***] month period for a Collaboration Product (or LGC Reserved Products, if applicable), if required to complete the technology transfer to enable the Manufacture of such Collaboration Product (including the Collaboration Compound therein) (or LGC Reserved Product, including the LGC Reserved Compound therein, if applicable) by such Approved CMO to comparable biochemical structure, quality and purity as that Manufactured by LGC, LGC shall continue to provide support to Cue for up to an additional [***] period for up to [***] hours at the FTE Rate and thereafter at [***]. Thereafter, LGC will also provide [***] for such Collaboration Product (or LGC Reserved Products, if applicable). Neither Cue nor its Affiliates or Cue Collaborators shall reverse engineer any materials provided hereunder by LGC. Notwithstanding anything in this Agreement to the contrary, LGC’s CMC information may only be shared with an Approved CMO.