Pfizer. Pfizer hereby covenants that it shall not (and shall cause its Affiliates not to), during the Exclusivity Period, [***]. Notwithstanding the foregoing, the limitations set forth in this Section 2.5.1 shall not apply to any New Indication, subject to Section 2.6.
Pfizer. 8.1.1 Pfizer may, at its sole discretion, file, prosecute, maintain and enforce the Pfizer Background Patent Rights and Pfizer Program Patent Rights. Pfizer shall use commercially reasonable efforts to file, prosecute, maintain and enforce the Pfizer Program Patent Rights in those countries and territories in which Pfizer customarily pursues patent protection for products of similar market potential as the Product. At Pfizer’s request, Archemix shall cooperate with Pfizer in all reasonable respects in connection with such preparation, filing, prosecution and maintenance of such Pfizer Program Patent Rights, including but not limited to obtaining assignments to reflect chain of title consistent with the terms of this Agreement, gaining United States patent term extensions, supplementary protection certificates and any other extensions that are now or become available in the future wherever applicable to Pfizer Program Patent Rights. For purposes of clarity, notwithstanding anything to the contrary herein, Pfizer shall have no rights to prepare, file, prosecute and/or maintain any Patent Rights that are Archemix Background Patent Rights or Archemix Program Patent Rights.
Pfizer. Subject to the terms and conditions of this Agreement, Pfizer will indemnify, defend and hold harmless Neurocrine and its Affiliates, (each, a "Neurocrine Indemnified Party") from and against any and all Liability (as defined below) which:
Pfizer on behalf of itself and its Affiliates, hereby covenants that, effective as of the Closing, neither Pfizer nor any of its Affiliates shall, directly or indirectly, alone or in participation with any other Person, seek to enjoin, or file, prosecute or maintain any suit, legal or other action or proceeding for damages or any legal, equitable or other relief against, the Nastech Releasees, or any of them, for infringement of
Pfizer. (a) Notwithstanding anything to the contrary contained herein or in the *, Pfizer shall * results from a breach by Pfizer of its obligations under this Agreement, which breach remains uncured * following receipt by Pfizer of a notice of breach pursuant to Section 12.1(a) hereof.
Pfizer. (i) Pfizer shall use Commercially Reasonable Efforts to Develop, seek Marketing Approval, and where necessary, Pricing Approval for [*]; provided that should Pfizer terminate this Agreement pursuant to Section 12.2(a) with respect to (A) [*], then in lieu of using Commercially Reasonable Efforts in the U.S., Pfizer shall use Commercially Reasonable Efforts to Develop, seek Marketing Approval, and where necessary, Pricing Approval for [*] in one non-terminated country in [*], (B) [*], then in lieu of using Commercially Reasonable Efforts in [*] in one non- terminated country in [*], or (C) [*], then in lieu of using Commercially Reasonable Efforts in the [*], Pfizer shall use Commercially Reasonable Efforts to Develop, seek Marketing Approval, and where necessary, Pricing Approval for [*] in one non- terminated country in [*]. (ii) Should Pfizer terminate this Agreement with respect to SB-525 in [*] pursuant to Section 12.2(a), then in lieu of using Commercially Reasonable Efforts with respect to [*], Pfizer shall use Commercially Reasonable Efforts to Develop, seek Marketing Approval, and where necessary, Pricing Approval for [*] in [*], provided that should Pfizer subsequently terminate this Agreement with respect to [*] in [*] pursuant to Section 12.2(a), the terms of Section 8.1(a)(i) will apply to [*]. (iii) Pfizer will have diligence obligations with respect to the Development of Additional Products and seeking Marketing Approval for [*]. 44 [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (iv) Pfizer will [*] the Development diligence obligations set forth in, or directly referenced in, subsections (i)-(iii) above. (b)
Pfizer. Drug label Sutent approved 01/26/2006. xxxx://xxx.xxxxxxxxxx xxx.xxx/xxxxxxx/xxxx/ drugsatfda/ Accessed on 02/18/2009. 2006. Ref Type: Electronic Citation 9. Xxxxxx S, Xxxxx XX, Xxxxx XX, Xxxxxxxx XX. Sunitinib (Sutent, SU11248), a small-molecule receptor tyrosine kinase inhibitor, blocks function of the ATP-binding cassette (ABC) transporters P-glycoprotein (ABCB1) and ABCG2. Drug Metab Dispos 2009; 37(2):359-365.
Pfizer. Pfizer shall itself, or through its Affiliates or sublicensees, use Commercially Reasonable Efforts to Commercialize [***].
Pfizer. Subject to Section 7.5, Pfizer shall pay to Licensee non-refundable, non-creditable royalties in the amount of the flat royalty rate (set forth below) (“Pfizer Royalty Rate”) on the aggregate Net Sales resulting from the sale of Products, on a Product-by-Product basis, in the ROW during each Pfizer Year (collectively, “Pfizer Royalties”). ROW NET SALES PFIZER ROYALTY RATE [***] [***] Pfizer shall pay to Licensee the applicable Pfizer Royalties within [***] following the expiration of each Pfizer Quarter after the date of the First Commercial Sale in the ROW. All Pfizer Royalty payments shall be accompanied by a report that includes reasonably detailed information regarding a total monthly sales calculation of Net Sales of Product in the ROW and all Pfizer Royalties payable to Licensee for the applicable Pfizer Quarter (including any foreign exchange rates employed). Pfizer Royalties will be payable on a Product-by-Product and country-by-country basis during the Royalty Term for such Product in each country until the expiration of the Royalty Term for such Product in such country in the ROW. For purposes hereof, Net Sales during the Royalty Term for each Product in the ROW include sales of such Products that occur after the expiration of the Royalty Term or termination of this Agreement where the Manufacture, use or other Exploitation of such Products was Covered by a Valid Claim of a Licensed Patent Right during the Royalty Term.
Pfizer. (i) Pfizer shall use Commercially Reasonable Efforts to Develop, seek Marketing Approval, and where necessary, Pricing Approval for [*]; provided that should Pfizer terminate this Agreement pursuant to Section 12.2(a) with respect to (A) [*], then in lieu of using Commercially Reasonable Efforts in the U.S., Pfizer shall use Commercially Reasonable Efforts to Develop, seek Marketing Approval, and where necessary, Pricing Approval for [*] in one non-terminated country in [*], (B) [*], then in lieu of using Commercially Reasonable Efforts in [*] in one non-terminated country in [*], or (C) [*], then in lieu of using Commercially Reasonable Efforts in the [*], Pfizer shall use Commercially Reasonable Efforts to Develop, seek Marketing Approval, and where necessary, Pricing Approval for [*] in one non-terminated country in [*].
