Program-Benefited Antibodies Clause Samples

Program-Benefited Antibodies. The Parties intend that if Arsanis or its Affiliates pursue any antibody that benefits from the antibody discovery work performed by Adimab under this Agreement, they shall do so under this Agreement paying fees to Adimab as provided in Article 4 (and complying with all other provisions of Article 4, including notice requirements, in the same way as such provisions apply to Program Antibodies). This Agreement gives Arsanis and its Affiliates the right to modify the Licensed Antibodies, by including modified versions of them and derivatives of them in the definition of “Product” provided above. Arsanis and its Affiliates shall also be entitled to use sequence-related information obtained under this Agreement to research, develop and commercialize antibody products in the Field that are not Products. However, the Parties intend that Arsanis and its Affiliates shall not ever develop or commercialize an antibody product using, or that is based on, (a) a Program Antibody, (b) a derivative or modified version (as described above in this Section 3.5 or in the definition of Product) of a Program Antibody, or (c) sequence information as to any Program Antibody or the nucleic acid coding for it (each of the foregoing in this sentence, a “Program-Benefited Antibody”), without exercising the applicable Option and paying Adimab fees pursuant to Article 4 with respect to such Program-Benefited Antibody and/or product containing such Program-Benefited Antibody as if such Program-Benefited Antibody were deemed a Licensed Antibody and such Program-Benefited Antibody product were deemed a Product under this Agreement. A Program-Benefited Antibody shall not include any antibody that is independently discovered or developed without the use of (i) Adimab Materials, (ii) Confidential Information of Adimab (subject to Section 6.2(e) regarding independent development of such information), (iii) sequence information as to Program Antibodies unless published by Adimab or its Affiliate (and excluding publications of patents prosecuted under this Agreement by Arsanis, whether or not consented to by Adimab) or any Third Party that did not obtain such sequence information directly or indirectly from Arsanis or its Affiliates (with indirect receipt including the situation in which a Third Party obtains the sequence from a publication of a patent application filed by or scientific article of Arsanis or its Affiliate), (iv) Adimab Program Antibody Inventions, (v) Program Know-How made or ...