Development and Commercialization Agreement Sample Contracts

BETWEEN
Development and Commercialization Agreement • October 21st, 2005 • Predix Pharmaceuticals Holdings Inc • Pharmaceutical preparations • Maryland
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AMENDED AND RESTATED LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (for the US and Certain Other Territories) between FIBROGEN, INC. and ASTRAZENECA AB
Development and Commercialization Agreement • December 14th, 2017 • Fibrogen Inc • Pharmaceutical preparations • Beijing

[ * ] = 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 Act of 1934, as amended.

ARTICLE I DEFINITIONS
Development and Commercialization Agreement • November 12th, 2004 • Par Pharmaceutical Companies, Inc. • Pharmaceutical preparations • Delaware
THIRD AMENDMENT TO THE LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Development and Commercialization Agreement • January 4th, 2016 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations

THIS THIRD AMENDMENT (this “Amendment”) to the License, Development and Commercialization Agreement (as hereinafter defined), is effective as of the 9th day of October 2013 (the “Third Amendment Effective Date”), by and between Bayer Pharma AG (formerly known as Bayer Schering Pharma AG), a German corporation, with a place of business at Muellerstrasse 178, Berlin 13342, Germany (“Bayer”), and Syndax Pharmaceuticals, Inc., a Delaware corporation, with a place of business at 400 Totten Pond Road, Suite 140, Waltham, Massachusetts 02451, USA (“Licensee”).

FIRST AMENDMENT TO THE LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Development and Commercialization Agreement • January 4th, 2016 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations

THIS FIRST AMENDMENT (this “Amendment”) to the License, Development and Commercialization Agreement (as hereinafter defined), is effective as of the 13th day of October 2012 (the “Amendment Effective Date”), by and between Bayer Pharma AG (formerly known as Bayer Schering Pharma AG), a German corporation, with a place of business at Muellerstrasse 178, Berlin 13342, Germany (“Bayer”), and Syndax Pharmaceuticals, Inc., a Delaware corporation, with a place of business at 460 Totten Pond Road, Suite 650, Waltham, Massachusetts 02451, USA (“Licensee”).

CO-DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Development and Commercialization Agreement • December 3rd, 2012 • RedHill Biopharma Ltd. • Pharmaceutical preparations • London

THIS CO-DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (this “Agreement”) is made and entered into as of August 26, 2010 (the “Effective Date”), by and between IntelGenx Corp., a Canadian corporation (“IntelGenx”), and RedHill Biopharma Ltd., an Israeli company (“RedHill”). IntelGenx and RedHill each may be referred to herein individually as a “Party,” or collectively as the “Parties”.

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT NORMALLY TREATS AS PRIVATE AND CONFIDENTIAL. LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT DATED AS OF...
Development and Commercialization Agreement • August 11th, 2023 • Zura Bio LTD • Biological products, (no disgnostic substances) • Delaware

This License, Development and Commercialization Agreement (this “Agreement”), dated as of April 26, 2023 (the “Effective Date”), is made by and between Eli Lilly and Company, an Indiana corporation (“Lilly”), and ZB17 LLC, a Delaware limited liability company, having its principal place of business at 4225 Executive Square, Suite–600, San–Diego, CA 92037, USA (“Licensee”). Lilly and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. Amendment No. 7 Research,...
Development and Commercialization Agreement • October 13th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations

Whereas, Cystic Fibrosis Foundation Therapeutics Incorporated, a Delaware corporation (“CFFT”), and Vertex Pharmaceuticals Incorporated, a Massachusetts corporation (“Vertex”), are parties to that certain Research, Development and Commercialization Agreement dated May 24, 2004, as previously amended by Amendment No. 1 thereto dated January 6, 2006, Amendment No. 2 thereto dated as of January 1, 2006, Amendment No. 3 thereto dated November 20, 2006, Amendment No. 4 thereto dated August 20, 2007, Amendment No. 5 thereto dated as of April 1, 2011, and Amendment No. 6 thereto dated March 29, 2012 (collectively, the “Agreement”). Capitalized terms used herein without specific definition shall have the meanings set forth in the Agreement.

Co-Development and Commercialization Agreement
Development and Commercialization Agreement • August 5th, 2016 • Advaxis, Inc. • Pharmaceutical preparations • New York

This Co-Development and Commercialization Agreement (this “Agreement”) is made effective as of February 3, 2016 (the “Effective Date”) by and between Advaxis, Inc., a corporation formed under the laws of Delaware (“Advaxis”) having its place of business at 305 College Road East, Princeton, NJ 08540, and Especificos Stendhal SA de CV, a corporation formed under the laws of Mexico City and with headquartered in Av. Camino a Santa Teresa 1040, Mezannine, Jardines en la Montana, Tlalpan, C.P. 14210 Mexico D. F. (“Stendhal”; each of Stendhal and Advaxis are a “Party”, and together, the “Parties”).

RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT by and between Constellation Pharmaceuticals, Inc. and The Leukemia & Lymphoma Society
Development and Commercialization Agreement • June 22nd, 2018 • Constellation Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Agreement (the “Agreement”) is made as of the 31st day of July, 2012 (the “Effective Date”), by and between The Leukemia and Lymphoma Society, a New York nonprofit corporation with its principal place of business at 1311 Mamaroneck Avenue, White Plains, New York 10605 (“LLS”) and Constellation Pharmaceuticals, Inc., a Delaware corporation with its principal place of business at 215 First Street, Suite 200, Cambridge, MA 02142 (“Company”). LLS and Company are sometimes hereinafter referred to individually as the “Party” and together as the “Parties”.

AMENDMENT TO DEVELOPMENT AND COMMERCIALIZATION AGREEMENT RELATING TO PHASE 3 CHF CLINICAL TRIAL
Development and Commercialization Agreement • November 2nd, 2015 • Mesoblast LTD • Biological products, (no disgnostic substances) • New York

This Amendment to Development and Commercialization Agreement relating to Phase 3 CHF Clinical Trial (this “Amendment”) is entered into as of the 24th day of September, 2013, by and between Mesoblast, Inc., as successor to Angioblast Systems, Inc. (“Mesoblast”), and Cephalon, Inc. (collectively with its Affiliates, “Cephalon,” and, together with Mesoblast, the “Parties” and, each, a “Party”).

DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Development and Commercialization Agreement • May 13th, 2013 • Epizyme, Inc. • Pharmaceutical preparations • New York

THIS DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (this “Agreement”) is effective as of February 28, 2013 (“Effective Date”), by and between Abbott Molecular Inc., a corporation organized under the laws of Delaware (“Abbott”), and Epizyme, Inc. (“Epizyme”), a corporation organized under the laws of Delaware.

DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Development and Commercialization Agreement • February 26th, 2021 • Theravance Biopharma, Inc. • Pharmaceutical preparations • New York

This Development and Commercialization Agreement ("Agreement") dated January 30, 2015 (the "Effective Date") is made by and between THERAVANCE BIOPHARMA R&D, INC., a Cayman Islands exempted company having its principal office at Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands E9 KY1-1104 ("THERAVANCE"), and MYLAN IRELAND LIMITED, a limited company organized and existing under the laws of Ireland with its offices at South Bank House, Barrow Street, 6th Floor, Dublin 4, Ireland ("MYLAN"). THERAVANCE and MYLAN may be referred to, individually, as a "Party" or, together, as the "Parties."

ExhibitA-2 LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (For HDAC Inhibitor Compounds)
Development and Commercialization Agreement • August 9th, 2006 • Myogen Inc • Pharmaceutical preparations • Massachusetts

This License, Development and Commercialization Agreement (this “Agreement”) is made this day of , 200___ by and between Myogen, Inc. (“Myogen”), a Delaware corporation with principal offices at 7575 West 103rd Avenue, Westminster, Colorado 80021, and Novartis Institutes for BioMedical Research, Inc. (“NIBRI”), a Delaware corporation with principal offices at 400 Technology Square, Cambridge, Massachusetts 02139.

COLLABORATIVE RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
, Development and Commercialization Agreement • January 17th, 2020 • Revolution Medicines, Inc. • Biological products, (no disgnostic substances) • New York

Each Milestone Payment is due only once and will be payable only upon the first Product to achieve the corresponding Milestone Event for the first time.

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. AMENDMENT NO. 5 to RESEARCH,...
Development and Commercialization Agreement • October 13th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations

This Amendment No. 5 (the “Fifth Amendment”) is made effective as of April 1, 2011 (the “Effective Date”) by and between Vertex Pharmaceuticals Incorporated, a Massachusetts corporation with its principal offices at 130 Waverly Street, Cambridge, Massachusetts 02139-4242 (“Vertex”), and Cystic Fibrosis Foundation Therapeutics Incorporated, a Delaware corporation with its principal offices at 6931 Arlington Road, Bethesda, Maryland 20814 (“CFFT”).

LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT Dated December 19, 2014 by and between SYNDAX PHARMACEUTICALS, INC. and KYOWA HAKKO KIRIN CO., LTD.
Development and Commercialization Agreement • January 4th, 2016 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations • New York

THIS LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (as modified or amended in accordance with the terms hereof, the “Agreement”) is entered into as of December 19, 2014 (the “Effective Date”) by and between Syndax Pharmaceuticals, Inc., a Delaware corporation having a place of business at 400 Totten Pond Road, Suite 110, Waltham, MA 02451 USA (“Syndax”), and Kyowa Hakko Kirin Co., Ltd., a Japanese corporation having a place of business at 1-6-1 Ohtemachi, Chiyoda-ku, Tokyo 100-8185, Japan (“KHK”).

LICENSE, DEVELOPMENT, AND COMMERCIALIZATION AGREEMENT BY AND BETWEEN NEOTOPE BIOSCIENCES LIMITED AND PROTHENA BIOSCIENCES INC, on the one hand, AND F. HOFFMANN-LA ROCHE LTD AND HOFFMANN-LA ROCHE INC., on the other hand December 11, 2013
Development, and Commercialization Agreement • June 6th, 2014 • Prothena Corp PLC • Pharmaceutical preparations • New York

This LICENSE, DEVELOPMENT, AND COMMERCIALIZATION AGREEMENT (the “Agreement”) is made and signed as of December 11, 2013 (the “Signing Date”) by and between:

CO-DEVELOPMENT AND COMMERCIALIZATION AGREEMENT dated as of September 4, 2008 by and among ACUCELA INC. and OTSUKA PHARMACEUTICAL CO., LTD.
Development and Commercialization Agreement • January 27th, 2014 • Acucela Inc. • Pharmaceutical preparations • New York

This Co-Development and Commercialization Agreement (this “Agreement”) is made as of September 4, 2008 (the “Effective Date”), by and between Acucela Inc., a Washington corporation having its principal offices at 21720 23rd Drive SE, Suite 120, Bothell, WA 98021 (“Acucela”), and Otsuka Pharmaceutical Co., Ltd., a Japanese corporation (“Otsuka”) having its principal offices at 2-9 Kanda Tsukasa-cho Chiyoda-ku, Tokyo 101-8535, Japan. Acucela and Otsuka are each referred to herein as a “Party” and collectively as the “Parties.”

DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Development and Commercialization Agreement • September 21st, 2015 • Mesoblast LTD • Biological products, (no disgnostic substances) • New York

THIS DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (“Agreement”) dated as of December 7, 2010 (“Effective Date”), is entered into by and between Angioblast Systems Inc., a Delaware corporation having its principal place of business at 275 Madison Ave., 4th floor, New York, New York 10016 (“Angioblast”) and Cephalon, Inc., a Delaware corporation having its principal place of business at 41 Moores Road, Frazer, Pennsylvania 19355 (“Cephalon”).

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CONFIDENTIAL TREATMENT REQUESTED Redacted Portions are indicated by [****] DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Development and Commercialization Agreement • May 18th, 2009 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • California

THIS DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (“Agreement”) dated as of January 4, 2009 (“Effective Date”), is entered into between La Jolla Pharmaceutical Company, a Delaware corporation having its principal place of business at 6455 Nancy Ridge Drive, San Diego, California 92121 (“La Jolla”) and BioMarin CF Limited, an Irish corporation having its registered place of business at 2 Earlsfort Terrace, Dublin 2, Ireland (“BioMarin CF”).

AMENDMENT NO. 2 TO THE CO-DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Development and Commercialization Agreement • February 24th, 2011 • Human Genome Sciences Inc • Biological products, (no disgnostic substances) • Delaware

THIS AMENDMENT NO. 2 TO THE CO-DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (this “Amendment”) is made and entered into as of the 5th day of October 2010 (the “Effective Date”) by and between GLAXO GROUP LIMITED, a company organized under the laws of England and Wales with its principal place of business at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, United Kingdom (“GSK”) and HUMAN GENOME SCIENCES, INC., a Delaware corporation with its principal place of business at 14200 Shady Grove Road, Rockville, Maryland 20850 (“HGS”). GSK and HGS are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

AMENDMENT NO. 6 TO DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Development and Commercialization Agreement • April 14th, 2021 • Organon & Co. • Pharmaceutical preparations

This Amendment No. 6 to Development and Commercialization Agreement (this “Amendment No. 6”) is effective as of December 19, 2018 (the “Amendment Date”) and is entered into by and between:

AMENDMENT TO DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Development and Commercialization Agreement • December 22nd, 2008 • ProUroCare Medical Inc. • Surgical & medical instruments & apparatus

THIS AMENDMENT TO DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (this “Amendment”) is made as of the 19th day of December, 2008, by and between Artann Laboratories, Inc. (“Artann”), a New Jersey corporation and ProUroCare Medical, Inc. (“ProUroCare”), a Nevada corporation.

Confidential Treatment Requested Confidential portions of this document have been redacted and have been separately filed with the Commission LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT between Vertex Pharmaceuticals Incorporated and...
Development and Commercialization Agreement • August 9th, 2007 • Vertex Pharmaceuticals Inc / Ma • Pharmaceutical preparations • New York

THIS LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (the “Agreement”) is made and entered into as of June 11, 2004 between VERTEX PHARMACEUTICALS INCORPORATED (hereinafter “VERTEX”), a Massachusetts corporation with principal offices at 130 Waverly Street, Cambridge, MA 02139-4242, and MITSUBISHI PHARMA CORPORATION (hereinafter “MITSUBISHI”), a Japanese corporation with principal offices at 6-9, Hiranomachi 2-Chome, Chuo-ku, Osaka 541-0046, Japan. VERTEX and MITSUBISHI are sometimes referred to herein individually as the “Party” and collectively as the “Parties”.

Contract
Development and Commercialization Agreement • April 19th, 2023 • VectivBio Holding AG • Biological products, (no disgnostic substances) • New York

[***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) customarily and actually treated by the registrant as private or confidential.

Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Commission. AMENDMENT
Development and Commercialization Agreement • August 5th, 2010 • Incyte Corp • Services-commercial physical & biological research

This Amendment (“Amendment”) is entered into effective June 22, 2010 (the “Amendment Effective Date”) by and between Incyte Corporation, a Delaware Corporation having an office at Experimental Station, Route 141 & Henry Clay Road, Wilmington, Delaware (“Incyte”), and Eli Lilly and Company (“Lilly”), an Indiana corporation having an office at Lilly Corporate Center, Indianapolis, Indiana 46285.

AMENDED AND RESTATED LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT between EISAI CO., LTD. and DR. REDDY’S LABORATORIES S.A. Dated as of February 26, 2018
Development and Commercialization Agreement • November 13th, 2023 • TenX Keane Acquisition • Blank checks • New York

This Amended and Restated License, Development and Commercialization Agreement (this “Agreement”) is made and entered into as of February 26, 2018 (the “Execution Date”) by and between Eisai Co., Ltd., a Japanese corporation (“Eisai”) and Dr. Reddy’s Laboratories S.A., a Swiss company (the “Licensee”). Each of Eisai and the Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Development and Commercialization Agreement • February 11th, 2011 • Cephalon Inc • Pharmaceutical preparations • New York

THIS DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (“Agreement”) dated as of December 7, 2010 (“Effective Date”), is entered into by and between Angioblast Systems Inc., a Delaware corporation having its principal place of business at 275 Madison Ave., 4th floor, New York, New York 10016 (“Angioblast”) and Cephalon, Inc., a Delaware corporation having its principal place of business at 41 Moores Road, Frazer, Pennsylvania 19355 (“Cephalon”).

AMENDED AND RESTATED LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT DATED AS OF MARCH 31, 2013 BY AND AMONG ONYX PHARMACEUTICALS, INC. AND ONYX THERAPEUTICS, INC. AND ONO PHARMACEUTICAL CO., LTD.
Development and Commercialization Agreement • May 8th, 2013 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York

This Amended and Restated License, Development and Commercialization Agreement (this “Agreement”) amends and restates the License, Development and Commercialization Agreement dated as of September 7, 2010 (the “2010 Agreement”) by and among Onyx Pharmaceuticals, Inc., a Delaware corporation, and Onyx Therapeutics, Inc., a Delaware corporation (together referred to as, “Onyx”), and Ono Pharmaceutical Co., Ltd., a Japanese stock corporation (“Ono”) and shall be entered into as of the 2013 Effective Date (as defined below). Onyx and Ono are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Triple asterisks denote omissions. SECOND AMENDMENT TO THE...
Development and Commercialization Agreement • November 9th, 2021 • Mersana Therapeutics, Inc. • Pharmaceutical preparations

This Second Amendment (the “Second Amendment”) to the License, Development and Commercialization Agreement effective as of July 9, 2015, as amended by that certain First Amendment to the License, Development and Commercialization Agreement dated August 19, 2019 (the “Agreement” ) is by and between Mersana Therapeutics, Inc. (“Mersana”), with offices at 840 Memorial Dr., Cambridge, MA02139, USA, and Recepta Biopharma, S.A. (“Recepta”), with offices at Rua Tabapuã, 1123 conj 36, Itaim Bibi, São Paulo, SP, CEP 04533 – 014, Brazil, and is effective as of the date that it is fully executed by the Parties (the “Second Amendment Effective Date”). Capitalized terms not otherwise defined herein shall have the definitions ascribed to them in the Agreement.

FIRST AMENDMENT TO THE LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Development and Commercialization Agreement • November 6th, 2019 • Mersana Therapeutics, Inc. • Pharmaceutical preparations

This First Amendment (the “First Amendment”) to the License, Development and Commercialization Agreement effective as of July 9, 2015 (the “Agreement”) is by and between Mersana Therapeutics, Inc. (“Mersana”), with offices at 840 Memorial Dr., Cambridge, MA 02139, USA, and Recepta Biopharma, S.A. (“Recepta”), with offices at Rua Tabapuã, 1123 conj 36, Itaim Bibi, São Paulo, SP, CEP 04533 – 014, Brazil, and is effective as of the date that it is fully executed by the Parties (the “First Amendment Effective Date”). Capitalized terms not otherwise defined herein shall have the definitions ascribed to them in the Agreement.

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