Exclusive Program definition

Exclusive Program means, as applicable, the TCR Exclusive Program. 1.29 “Executive Officer” means, with respect to Precigen, its President or CEO, and with respect to ▇▇▇▇▇▇▇, its CEO. 1.30 “FD&C Act” means the U.S. Federal Food, Drug and Cosmetic Act, as amended. 1.31 “FDA” means the U.S. Food and Drug Administration or any successor entity. 1.32 “Field” means (a) use of a Licensed Product (including TCR Products), for Treatment of cancer in humans, including solid and hematological cancers, and (b) use of TCR Products in the HPV Field. Except to the extent permitted under clause (b), the Field shall not include the prophylaxis or amelioration of conditions or symptoms associated with cancer or infectious disease which may result in cancer. 1.33 “Formerly Licensed Product” means, as described in the ELA Agreement (i) IL- 12 Products or an IL-12 Program, (ii) CD19 CAR Products or a CD19 CAR Program, or (iii) a BCMA CAR Product or a BCMA CAR Program. 1.34 “Gamma Delta T Cells” means T-Cells expressing gamma delta TCRs. 1.35 “Gorilla IL-12 Products” means any biological product, process or therapy Developed under the Gorilla IL-12 Program that is comprised of the Gorilla IL-12 Construct, including all forms, formulations, presentations, doses, administrations and package configurations. 1.36 “Gorilla IL-12 Program” means a program(s) of Research and Development dependent on use of the Gorilla IL-12 Construct. 1.37 “Governmental Authority” means any multi-national, federal, state, local, municipal, provincial or other governmental authority of any nature (including any governmental division, prefecture, subdivision, department, agency, bureau, branch, office, commission, council, court or other tribunal). 1.38 “HPV Field” means, the treatment and prevention of human papillomavirus (HPV) infection and/or in vivo replication or proliferation solely to the extent the primary reason for such treatment or prevention is to prevent cancer. 1.39 “Human IL-12 Products” means any biological product, process or therapy Developed under the Human IL-12 Program, including all forms, formulations, presentations, doses, administrations and package configurations. 1.40 “Human IL-12 Program” means a program(s) of Research and Development focused on the use of the human clinical adenovirus to express Constructs.

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Exclusive Program means, as applicable, (a) the TCR Exclusive Program, (b) the CD19 CAR Program, (c) the [*****] CAR Program and (d) the Human IL-12 Program.

Exclusive Program means, as applicable, the TCR Exclusive Program.

Examples of Exclusive Program in a sentence

• On an Exclusive Program-by-Exclusive Program basis, Ziopharm shall notify Precigen within thirty (30) days after the first achievement by Ziopharm or its Affiliates of the following development milestone events for each Exclusive Program.

• For the avoidance of doubt, no Program Carrier shall be an Exclusive Program Carrier unless it is so designated under the provisions of this Section 2.2.

• The Parties agree that the Know-How related to the Program Carriers provided to Novo Nordisk, including structures of such Program Carriers and their availability as Exclusive Program Carriers at the time, must be disclosed by Emisphere to Novo Nordisk.

• Regardless of Curis’ decision whether to initiate a new Program for Follow-On Molecules for the applicable Program Target Profile, the Aurigene PTP Exclusivity Obligations with respect to such Program Target Profile shall remain in effect until expiration of the Exclusivity Period as long as such Program Target Profile is the subject of an Active Program (and, in the case of any Exclusive Program Target Profile, any Extended Exclusivity Period).

• For the avoidance of doubt, the above amounts are payable one time only regardless of the number of Licensed Product(s) containing the Exclusive Program Carrier(s) that might achieve the above additional D&C Events and payment of the above additional amounts shall never be due for Licensed Product(s) containing a Non-Exclusive Program Carrier.

• For purposes of this Agreement, “Exclusive Program Carrier” means a Selected Program Carrier approved in writing by Emisphere pursuant to the terms and conditions of this Section 2.2 that Emisphere shall not itself research, develop or commercialize or enable a Third Party to do so for any API for as long as that Selected Program Carrier remains an Exclusive Program Carrier under the terms of this Agreement.

• Under no circumstances shall Ziopharm be obligated to pay Precigen more than fifty-two million five hundred thousand Dollars ($52,500,000) pursuant to this Section 6.2 for each Exclusive Program or more than [*****]Dollars ($[*****]) in total for all four Exclusive Programs under this Agreement.

• For the avoidance of doubt, the above amounts are payable one time only regardless of the number of Licensed Product(s) containing the Exclusive Program Carrier(s) that might achieve the above D&C Events and payment of the above amounts shall never be due for Licensed Product(s) containing a Non-Exclusive Program Carrier.

• The Parties agree that the Know-How related to the Program Carriers provided to Novo Nordisk, including structures of such Program Carriers and their availability as Exclusive Program Carriers at the time, must be disclosed by Emisphere to Novo Nordisk at the time of transfer of the Carriers.

• The Parties agree that the Know-How related to the Carriers provided to Novo Nordisk, including structures of such Carriers and their availability as Exclusive Program Carriers at the time, must be disclosed by Emisphere to Novo Nordisk at the time of transfer of the Carriers.