Paragon’s Rights with Respect to Multispecific Antibodies Sample Clauses

Paragon’s Rights with Respect to Multispecific Antibodies. (a) Subject to the terms of this Agreement, including Section 2.5(b), Section 2.5(c), Section 2.6 and Section 2.9, Paragon reserves and retains the non-exclusive right under the Licensed Antibody Technology to Develop, Manufacture, Commercialize and otherwise exploit Multispecific Antibodies and Multispecific Products in the Field in the Territory. If Paragon exercises such right, then Paragon shall pay royalties to Jade in accordance with Article IV (at the rate specified in Section 4.2(b)), mutatis mutandis, with respect to any Multispecific Antibodies and Multispecific Products that are Commercialized by Paragon or its Affiliates or licensees (other than Jade and its Affiliates and Sublicensees) in the Field in the Territory, provided, that (i) the royalty rate payable by Paragon hereunder shall be [***]%; and (ii) references to Jade Antibody Patents in clause (b) of the Royalty Term definition and Section 2.6 shall be disregarded. (b) Jade has designated [***] Licensed Antibody or Derived Antibody as its lead compound and [***] Licensed Antibody or Derived Antibody as its backup compound, as set forth on Exhibit B (each such designated Licensed Antibody or Derived Antibody, a “Designated Multispecific Antibody”). Paragon’s rights under Section 2.5(a) shall expressly exclude the right to Develop, Manufacture, Commercialize or otherwise exploit (i) Multispecific Antibodies that have identical sequence identity within their complementarity-determining regions as a Designated Multispecific Antibody, or (ii) Multispecific Products that comprise or contain any Multispecific Antibody referenced in clause (i). For the avoidance of doubt, if ▇▇▇▇▇▇▇ engaged in Development or Manufacture of a Multispecific Antibody that meets the criteria of clause (i) or (ii) above prior to the Effective Date, then Paragon shall not be in breach of this Agreement, provided that, Paragon ceases all such Development or Manufacture within [***] days following the Effective Date. (c) [***] shall send a written notice thereof to [***], the Parties will negotiate [***] for a period of up to [***] months from the date of [***] including a detailed term sheet setting forth commercially reasonable terms (including commercially reasonable royalties and milestones [***] for Jade to exclusively license the Intellectual Property Rights generated as a result of such Development (an “ADOA”). If the Parties enter into an ADOA, then (i) concurrently with the execution of the ADOA provided that ...