Additional Compounds definition
Examples of Additional Compounds in a sentence
For purposes of this Agreement, Compounds and Additional Compounds shall not include any chemical compound as to which rights are or were acquired by Vertex or any of its Affiliates from bona fide Third Party entities after [***], whether by merger, acquisition of shares, asset acquisition, license or other means of conveyance whether or not Vertex or its Affiliates or any third party acting under Vertex’s or its Affiliate’s direction evaluated such compound prior to [***].
None of the Agreement, nor any Compound, any Original Drug Product or Additional Compound, or any rights to any Compound or Additional Compound, may be transferred or assigned by Vertex without the prior written consent of CFFT, except that, Vertex may transfer all of its rights in the Agreement and all Compounds, Original Drug Products, and Additional Compounds, but only if the transferee or assignee executes and delivers to CFFT an agreement to assume all of Vertex’s obligations under the Agreement.
Lightlake may also separately exercise such Lightlake Option with respect to the Additional Compounds by written notice to Aegis within 90 days the completion of the Study for the Additional Compounds.
Lightlake has requested that Aegis transfer and Aegis wishes to transfer to Lightlake the Technology for the purpose of enabling Lightlake to conduct a feasibility study of the Compound and, potentially, the Additional Compounds, used with the Technology.
Notwithstanding Section 3.2.1, unless the Parties mutually agree, to the extent that the aggregate Development Costs in respect of non-clinical, in vitro Development of Additional Compounds exceed the amounts set forth in the Budget under Pre Clinical Research Support, Spark shall pay [**] percent ([**]%) of such excess Development Costs, and such excess Development Costs will not be included for purposes of determining if the Cap has been exceeded.
For Additional Products containing Additional Compounds first synthesized and/or tested by or under the direction of Vertex during the period commencing on [***] and ending on and including [***]: [***] of annual Net Sales of such Additional Products in the Field.
Notwithstanding the foregoing, EYETECH shall not have the right to audit or copy any materials that relate to Aptamers that do not, or have been determined not to, have utility in the Field or that become Refused Candidates or are ARCHEMIX Initial Compounds or ARCHEMIX Additional Compounds that have not been designated as Program Compounds.
During the Collaboration Period, in addition to the Development being conducted with respect to Compounds in the Product Development Plan, Spark shall have the right to conduct non-clinical, in vitro Development of Compounds (“Additional Compounds”) subject to the Budget line item titled “Pre Clinical Research Support”, solely for the purpose of exploring the desirability of proposing Additional Compounds for further Development by the Parties pursuant to the Product Development Plan.
Except as expressly set forth herein, ▇▇▇▇▇ will be solely responsible for all Manufacturing and supply of the Assigned Compound and Additional Compounds (including without limitation for all costs and expenses associated therewith).
The parties shall use commercially reasonable efforts and shall work in good faith to negotiate and execute the definitive License Agreement during the 120 day periods following exercise of the Lightlake Option with respect to the Compound and the Additional Compounds (the “Negotiation Periods”).