Know-How Payments. The Parties hereby acknowledge and agree that any royalties that are payable for a Product for which no Patent Rights exist shall be in consideration of (i) ARCHEMIX’s expertise and know-how concerning the identification of Aptamers in the Field, including its development of the SELEX® Process and its other Aptamer-related development activities conducted prior to the Effective Date; (ii) the performance by ARCHEMIX of the Research Program, (iii) the disclosure by ARCHEMIX to MERCK of results obtained in the Research Program; (iv) the licenses granted to MERCK hereunder with respect to Licensed Technology and Joint Technology that are not within the claims of any Patent Rights Controlled by ARCHEMIX; (v) the restrictions on ARCHEMIX in Section 7.6.1; and (vi) the “head start” afforded to MERCK by each of the foregoing.
Know-How Payments. The Parties hereby acknowledge and agree that any royalties that are payable for a Royalty-Bearing Product under 6.5.1 (c) for which no Patent Rights exist shall be in consideration of: (i) Enanta’s expertise and know-how concerning Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. the identification of Compounds in the Field, and its other Compound-related development activities conducted prior to the Effective Date; (ii) the performance by Enanta of the Research Program; (iii) the disclosure by Enanta to Xxxxxx of results obtained in the Research Program; (iv) the licenses granted to Xxxxxx hereunder with respect to Licensed Technology and Joint Technology that are not within the claims of any Patent Rights Controlled by Enanta; (v) the restrictions on Enanta in Section 8.5; and (vi) the “head start” afforded to Xxxxxx by each of the foregoing.
Know-How Payments. The Parties hereby acknowledge and agree that any royalties that are payable for a Product described in Section 5.4.1(b) shall be in consideration of (i) ARCHEMIX’ expertise and know-how concerning the identification of Aptamers, including its development of the SELEX™ Process and its other Aptamer-related development activities conducted prior to the Effective Date; (ii) the performance by ARCHEMIX of the Research Program, (iii) the disclosure by ARCHEMIX to ELAN of results obtained in the Research Program; (iv) the licenses granted to ELAN hereunder with respect to Licensed Technology and Joint Technology that are not within the claims of any Patent Rights Controlled by ARCHEMIX; (v) the restrictions on ARCHEMIX in Section 7.5; and (vi) the “head start” afforded to ELAN by each of the foregoing. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. 77
Know-How Payments. The Parties hereby acknowledge and agree that any royalties that are payable for a Product during the Royalty Term for such Product for which no Patent Rights exist shall be in consideration of (i) the performance by ARCHEMIX of the Research Program including ARCHEMIX’s expertise in and use of the SELEX Process to identify the Products; (ii) the disclosure by ARCHEMIX to TAKEDA of results obtained in the Research Program; (iii) the licenses granted to TAKEDA hereunder with respect to Licensed Technology and Joint Technology that are not within the claims of any Patent Rights Controlled by ARCHEMIX; (iv) the restrictions on ARCHEMIX in Section 7.6.1; and (v) the “head start” afforded to TAKEDA by each of the foregoing.
Know-How Payments. The Parties hereby acknowledge and agree that any royalties that are payable for a Royalty-Bearing Product under 6.5.1 (c) for which no Patent Rights exist shall be in consideration of: (i) Enanta’s expertise and know-how concerning the identification of Compounds in the Field, and its other Compound-related development activities conducted prior to the Effective Date; (ii) the performance by Enanta of the Research Program; (iii) the disclosure by Enanta to Xxxxxx of results obtained in the Research Program; (iv) the licenses granted to Xxxxxx hereunder with respect to Licensed Technology and Joint Technology that are not within the claims of any Patent Rights Controlled by Enanta; (v) the restrictions on Enanta in Section 8.5; and (vi) the “head start” afforded to Xxxxxx by each of the foregoing.
Know-How Payments. The Parties hereby acknowledge and agree that any royalties that are payable for a Royalty- Bearing Product under 6.5.1 (c) for which no Patent Rights exist shall be in consideration of: (i) Enanta’s expertise and know-how concerning the identification of Compounds in the Field, and its other Compound-related development activities conducted prior to the Effective Date; (ii) the performance by Enanta of the Research Program; (iii) the disclosure by Enanta to Xxxxxx of results obtained in the Research Program; (iv) the licenses granted to Xxxxxx hereunder with respect to Licensed Technology and Joint Technology that are not within the claims of any Patent Rights Controlled by Xxxxxx; (v) the restrictions on Enanta in Section 8.5; and (vi) the “head start” afforded to Xxxxxx by each of the foregoing. Asterisks denote such omission. 3/21/2019 <![CDATA[Collaborative Development & License Agreement]]> xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/1177648/000119312512454422/d401292dex101.htm 43/136
Know-How Payments. The Parties hereby acknowledge and agree that any royalties that may be payable for a Product for which no Patent Rights exist shall be in consideration of (i) ARIAD’s expertise and know-how concerning mTOR Inhibitor Compounds, including its development of the ARIAD Background Technology and its other development activities conducted prior to the Effective Date; (ii) the performance by ARIAD of the Development Program; (iii) the disclosure by ARIAD to MERCK of results obtained in the Development Program; (iv) the licenses granted to MERCK hereunder with respect to Licensed Technology and Joint Technology that are not within the claims of any Patent Rights Controlled by ARIAD; (v) the restrictions on ARIAD in Section 6.4.1; (vi) the “head start” afforded to MERCK by each of the foregoing; and (vii) ARIAD’s co-promotion of Products in the U.S. Territory.
Know-How Payments. The Parties hereby acknowledge and agree that any royalties that are payable for a Royalty-Bearing Product under 6.5.1 (c) for which no Patent Rights exist shall be in consideration of: (i) Enanta’s expertise and know-how concerning the identification of Compounds in the Field, and its other Compound-related development activities conducted prior to the Effective Date; (ii) the performance by Enanta of the Research Program; (iii) the disclosure by Enanta to Xxxxxx of results obtained in the Research Program; (iv) the licenses granted to Xxxxxx hereunder with respect to Licensed Technology and Joint Technology that are not within the claims of any Patent Rights Controlled by Enanta; (v) the restrictions on Enanta in Section 8.5; and (vi) the “head start” afforded to Xxxxxx by each of the foregoing. Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission.
Know-How Payments. The amounts owing under this Agreement are attributable independently but concurrently to the Patents licensed to Roche hereunder, as well as the grant of other rights and undertakings of Vividion in this Agreement (including rights to know-how and the restrictions on Vividion’s activities in Section 6). However, if it is determined in a legal proceeding with respect to this Agreement that amounts to be paid hereunder with respect to Products, Roche PoC Products or Shared Products not Covered by an issued and unexpired patent of Vividion must be subject to a reduction to be valid and enforceable, then such amounts shall be reduced by the minimum amount necessary to make such payment obligations valid and enforceable.
Know-How Payments. The Parties hereby acknowledge and agree that any royalties that may be payable for a Product for which no Patent Rights exist shall be in consideration of (i) ARIAD’s expertise and know-how concerning mTOR Inhibitor Compounds, including its development of the ARIAD Background Technology and its other development activities conducted prior to the Restated Effective Date, including those conducted under the Original Agreement; (ii) the performance by ARIAD of the Development Program under this Agreement and the Original Agreement; (iii) the disclosure by ARIAD to MERCK of results obtained in the Development Program under this Agreement and the Original Agreement; (iv) the licenses granted to MERCK hereunder with respect to Licensed Technology and Joint Technology that are not within the claims of any Patent Rights Controlled by ARIAD; (v) the restrictions on ARIAD in Section 6.4.1; and (vi) the “head start” afforded to MERCK by each of the foregoing.
