Reserved Compounds Sample Clauses

Reserved Compounds. The Parties agree that, in accordance with Section 6.2.1(a) of the Collaboration Agreement, EVP has selected the […***…] Compounds listed on the letter from EVP to MethylGene dated as of the Amendment Effective Date as Reserved Compounds. This list supersedes any selection of Reserved Compounds by the JSC or EVP that occurred prior to the date of this notice and all Compounds that were so selected prior to the date of this notice that are not also included in this list are hereby removed and no longer constitute Reserved Compounds unless later reselected by EVP in accordance with Section 6.2.1.
AutoNDA by SimpleDocs
Reserved Compounds. The JSC may designate a Compound as a Reserved Compound at any time upon written notice to EVP and MethylGene, provided that at the time of such notice (i) as to any Compound that is identified, synthesized, discovered, designed or acquired after the Effective Date by or on behalf of MethylGene or its Affiliates pursuant to a Bona Fide Internal Research and Development Program (a “Future MethylGene Compound”), or by or on behalf of a Non-ND Partner or its Affiliates pursuant to a Non-ND Research Program (a “Future Non-ND Partner Compound” and, together with a Future MethylGene Compound, a “Future Outside Compound”), one year has elapsed since its Compound Registration Date, (ii) such Compound is not then a Taiho Program Compound, a Taiho Hit Compound, a Non-ND Partner Selected Compound, an Opt-Out Non-ND Partner Selected HDAC Inhibitor or a MethylGene Non-ND Selected Compound, and (iii) there are not then more than […***…] Reserved Compounds. Notwithstanding the preceding sentence, and the first sentence of clause (c) of this Section 6.2.1, if a Non-ND Partner (including Taiho) grants MethylGene the right to designate, as a MethylGene Non-ND Selected Compound(s), one or more Future Non-ND Partner Compound(s) prior to expiration of the one-year period in clause (i) above, then MethylGene shall not exercise such right unless such Non-ND Partner also agrees to permit EVP to designate, as a Selected Compound(s) hereunder, an equal number of Future Non-ND Partner Compound(s) prior to expiration of such one-year period, provided, that EVP must make any such designation within twenty (20) days of the date MethylGene provides EVP with written notice that such Non-ND Partner will permit EVP to make such designations, together with a listing of the Compounds subject to such right of selection and, to the extent available, the items of Research Data related to such Compounds set forth in Part B of Schedule 1-I. Similarly, if MethylGene permits any Non-ND Partner to designate, as a Non-ND Partner ***Confidential Treatment Requested Selected Compound, one or more Future MethylGene Compound(s) prior to expiration of the one year period in clause (i) above, then MethylGene shall also permit EVP to designate, as a Selected Compound hereunder, an equal number of Future MethylGene Compound(s) prior to expiration of such one-year period; provided, that, EVP must make any such designation(s) within twenty (20) days of the date MethylGene notifies EVP in writing that it has pe...
Reserved Compounds 

Related to Reserved Compounds

  • Combination Product The term “

  • Licensed Product “Licensed Product” shall mean any article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights. For clarity, a “Licensed Product” shall not include other product or material that (a) is used in combination with Licensed Product, and (b) does not constitute an article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights.

  • Combination Products If a LICENSED PRODUCT is sold to any third party in combination with other products, devices, components or materials that are capable of being sold separately and are not subject to royalties hereunder (“OTHER PRODUCTS,” with the combination of products being referred to as “COMBINATION PRODUCTS” and the Other Product and Licensed Product in such Combination Product being referred to as the “COMPONENTS”), the NET SALES of such LICENSED PRODUCT included in such COMBINATION PRODUCT shall be calculated by multiplying the NET SALES of the COMBINATION PRODUCT by the fraction A/(A+B), where A is the average NET SALES price of such LICENSED PRODUCT in the relevant country, as sold separately, and B is the total average NET SALES price of all OTHER PRODUCTS in the COMBINATION PRODUCT in the relevant country, as sold separately. If, in any country, any COMPONENT is not sold separately, NET SALES for royalty determination shall be determined by the formula [C / (C+D)], where C is the aggregate average fully absorbed cost of the Licensed Product components during the prior Royalty Period and D is the aggregate average fully absorbed cost of the other essential functional components during the prior Royalty Period, with such costs being determined in accordance with generally accepted accounting principles. To the extent that any SUBLICENSE INCOME relates to a COMBINATION PRODUCT or is otherwise calculated based on the value of one or more licenses or intellectual property rights held by the COMPANY, an AFFILIATE or SUBLICENSEE, COMPANY shall determine in good faith and report to THE PARTIES the share of such payments reasonably attributable to COMPANY’s or such AFFILIATE’s sublicense of the rights granted hereunder, based upon their relative importance and proprietary protection, which portion shall be the SUBLICENSE INCOME. THE PARTIES shall have the right to dispute such sharing determination in accordance with the dispute provisions of the AGREEMENT.

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • Research Program The term “Research Program” shall mean the research program to be undertaken by TSRI under the direction and control of the Principal Investigator as expressly set forth on Exhibit A hereto.

  • Commercialization Intrexon shall have the right to develop and Commercialize the Reverted Products itself or with one or more Third Parties, and shall have the right, without obligation to Fibrocell, to take any such actions in connection with such activities as Intrexon (or its designee), at its discretion, deems appropriate.

  • Product The term “

  • Commercialization Activities Within North America, the Parties will use Commercially Reasonable Efforts to Commercialize Licensed Products in the Field. In addition, within North America and subject to Section 2.7.6, the Parties will use Commercially Reasonable Efforts to conduct the Commercialization activities assigned to them pursuant to the Commercialization Plan/Budget, including the performance of detailing in accordance therewith. In conducting the Commercialization activities, the Parties will comply with all Applicable Laws, applicable industry professional standards and compliance policies of Celgene which have been previously furnished to Acceleron, as the same may be updated from time to time and provided to Acceleron. Neither Party shall make any claims or statements with respect to the Licensed Products that are not strictly consistent with the product labeling and the sales and marketing materials approved for use pursuant to the Commercialization Plan/Budget.

  • Research Plans The Research Plan for the [***] Designated Target is attached as Schedule 2.2.3-1. Subsequent Research Plans agreed upon in accordance with Section 2.4.2.4 will be attached as additional sequentially numbered schedules (Schedule 2.2.3-2, Schedule 2.2.3-3, etc.).

  • New Products You agree to comply with NASD Notice to Members 5-26 recommending best practices for reviewing new products.

Time is Money Join Law Insider Premium to draft better contracts faster.