Pfizer Sample Clauses

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. (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 [*]. [*] = 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 24b-2 of the Securities Exchange Act of 1934, as amended. (iii) Pfizer will have diligence obligations with respect to the Development of Additional Products and seeking Marketing Approval for [*]. (iv) Pfizer will [*] the Development diligence obligations set forth in, or directly referenced in, subsections (i)-(iii) above.

Pfizer. Drug label Sutent approved 01/26/2006. ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇ ▇▇▇.▇▇▇/▇▇▇▇▇▇▇/▇▇▇▇/ drugsatfda/ Accessed on 02/18/2009. 2006. Ref Type: Electronic Citation 9. ▇▇▇▇▇▇ S, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇. 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 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 (a) any Patent Rights owned or licensed by Pfizer or its Affiliates at any time following the Closing; provided, however, that the covenant not to ▇▇▇ reflected in this Paragraph 1(a) shall apply solely with respect to activities of the Nastech Releasees in connection with the research, Development, manufacture, use, sale, offer for sale, or importing of the Current Collaboration Product (but not any other Licensed Product) in the Field; and (b) any claims of any Patent Rights owned or licensed by Pfizer or its Affiliates as of the time immediately prior to the Closing which claim either (x) the use in the Field of Apomorphine delivered Intranasally (whether used by itself or in combination with any other active ingredient), or (y) a method of treating sexual dysfunction utilizing an agonist for the human Dopamine 2 receptor; provided, however, that the covenants not to ▇▇▇ reflected in this Paragraph 1(b) shall apply solely with respect to activities of the Nastech Releasees in connection with the research, Development, manufacture, use, sale, offer for sale, or importing of Licensed Product in the Field.

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: (a) is incurred, suffered or sustained by a Neurocrine Indemnified Party or to which a Neurocrine Indemnified Party becomes subject (whether or not in connection with any claim by any Third Party (as defined in Section 10.05 below)), arising out of or resulting from (i) any misrepresentation or breach of any representation or warranty made by Pfizer in this Agreement or the Collaboration Agreement, or (ii) any breach of any of the covenants or agreements of Pfizer in this Agreement or the Collaboration Agreement; and/or (b) the Neurocrine Indemnified Party may be required to pay to one or more Third Parties resulting from or arising out of any claims of any nature (i) solely in connection with the Supplemental Program (including without limitation any Product Liability related thereto) or (ii) directly resulting from Pfizer's failure to manufacture, or to cause third parties to manufacture, Products in accordance with the then-existing Specifications as determined in accordance with the terms of the Collaboration Agreement but in the case of this clause (ii) only to the extent [***] (collectively, the Liabilities described in this Section 10.01(b) are referred to as the "Pfizer Liability"). *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. [***]

Pfizer. For the attention of: A▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ The registered office from time to time of Pfizer A▇▇▇▇▇.▇.▇▇▇▇▇▇▇▇@p▇▇▇▇▇.▇▇▇ With a copy (not constituting notice) to: J▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, L▇▇▇▇▇, R▇▇▇▇ & K▇▇▇, 5▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ J▇▇▇▇▇▇@▇▇▇▇.▇▇▇ For the attention of: Company Secretary of GSK The registered office from time to time of GSK c▇▇▇▇▇▇.▇▇▇@▇▇▇.▇▇▇ With a copy (not constituting notice) to: C▇▇▇▇▇ ▇▇▇▇▇▇▇ S▇▇▇▇▇▇▇▇ and May, One Bunhill Row, London EC1Y 8YY c▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Pfizer. PFIZER hereby represents and warrants to INHALE as follows: (a) To the best of PFIZER’s knowledge, its execution and delivery of this Agreement and its performance of its obligations under this Agreement will not violate any federal, state, municipal statute or regulation or any order of any court or other governmental department, authority, agency or instrumentality; (b) To the best of PFIZER’s knowledge, the conduct of its business as currently conducted does not violate, [ * ], any of the [ * ] of any other person or entity relating to the Products; (c) All of PFIZER’s employees, officers, relevant subcontractors and relevant consultants have executed agreements requiring assignment to it of all inventions within the Field made during the course of and as a result of their association with it and obligating the individual to maintain as confidential the confidential information of it, as well as the confidential information of a third party which it may receive; and (d) PFIZER has not, and during the Term of this Agreement will not, grant any right to any third party relating to PFIZER Patent Rights and PFIZER Know-how in the Field which would conflict with the rights granted to INHALE hereunder. (e) During the Term of this Agreement, PFIZER will not [ * ] in its conduct of any activity under the Project.

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”). [***] [***] 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. Pfizer shall itself, or through its Affiliates or sublicensees, use Commercially Reasonable Efforts to Commercialize [***].