Biosion definition
Examples of Biosion in a sentence
Without limiting the foregoing, Company shall not (and shall cause its Affiliates or require its Sublicensees to not) (i) administer Biosion Materials to any human subjects, including in connection with any Clinical Trials, or use for diagnostic purposes involving human subjects, in each case, except to the extent expressly provided otherwise in the MTR, or (ii) use any Biosion Materials in any animals kept as domestic pets.
Promptly following the Effective Date (and no later than [***] days after the Effective Date), Biosion shall transfer (or have transferred), at [***] cost, the Existing Inventory to Company FCA (Incoterms 2020) at the applicable location as set forth on Schedule 1.68 for use in the Development of Licensed Products in the Field in accordance with this Agreement.
Biosion (and its Affiliates) may grant sublicenses under the foregoing license to subcontractors of Biosion (or any of its Affiliates) to the extent necessary for such subcontractors to perform, or to enable Biosion (or any of its Affiliates) to perform, the Transition Services, in each case, pursuant to the terms of this Agreement.
In partial consideration of Biosion’s grant of the rights and licenses to Company hereunder, Company will pay Biosion a portion of any Sublicense Income received by Company (or any of its Affiliates) pursuant to any Sublicense Agreement between the Company (or any of its Affiliates) and a Sublicensee, but not (for the avoidance of doubt) between a Sublicensee (or any of its Affiliates) and its further Sublicensees, in each case, subject to and in accordance with this Section 4.8.
In partial consideration of Biosion’s grant of the rights and licenses to Company hereunder, in addition to any amounts payable to Biosion, the Parties acknowledge that Company has agreed to provide additional consideration directly to CTTQ pursuant to and in accordance with the applicable terms and conditions of the Tripartite CTTQ Agreement.
If Biosion elects to continue prosecution or maintenance of any such Biosion Patent pursuant to this Section 5.2(b), then, Company shall promptly deliver to Biosion all prosecution files associated with such Patent in such country and use reasonable efforts to make its employees, agents and consultants reasonably available to Biosion, at no additional cost, to the extent necessary to enable Biosion to continue prosecution or maintenance of any such Biosion Patent in such country.
If, at any time during the term of this Agreement, Biosion breaches the IL-4R Agreement or the TSLP Agreement in such a manner as to give rise to the right of CTTQ to terminate either the IL-4R Agreement or TSLP Agreement, CTTQ shall notify Aclaris of such breach in writing.
Any notice or communication required or permitted under this Agreement shall be sent to the address specified in Section 11.10 of Biosion-Aclaris Agreement for Biosion and Aclaris.
From time to time, the Parties may modify any Transition Service or the corresponding Transition Period by mutual written agreement; provided, however, that Biosion will not unreasonably withhold, delay or condition its consent to any reasonable request to extend any Transition Services beyond its corresponding Transition Period.
The Parties hereto agree that nothing in this Agreement is intended to transfer the employment of any employees, contract employees or secondees of Biosion or its respective Affiliates engaged in the provision of any Transition Services from Biosion to Company.