Existing Collaboration definition
Examples of Existing Collaboration in a sentence
Notwithstanding anything to the contrary, PalmSource’s obligations under Sections 2 and 4 of this Agreement shall be subject to PalmSource’s obligations under the Existing Collaboration Agreement with respect to exclusivity and rights of first discussion.
For purposes of clarity, in no event shall GSK be obligated to pay royalties more than once with respect to the same unit of SPC-3649 Product and GSK shall owe no royalties or milestones to Regulus, its Affiliates, Founding Companies, or anyone on behalf of Regulus, its Affiliates, or Founding Companies, on SPC-3649 Product under any terms of the Existing Collaboration.
A reasonable period of time prior to entering into an agreement to extend the “Sole Partner Period” under the Existing Collaboration Agreement, PalmSource will provide written notice to Licensee and will discuss in good faith the implications of the extension as it relates to Licensee, subject to Section 3.6.
This Agreement, together with the Schedules and Exhibits hereto, and the relevant applicable cited provisions of the Existing Collaboration, set forth all the covenants, promises, agreements, warranties, representations, conditions and understandings between the Parties and supersede and terminate all prior agreements and understanding between the Parties.
It is understood, however, that PalmSource may be obligated to provide notice, and enter into good faith discussions, under the Existing Collaboration Agreement prior to pursuing a particular Collaboration Project with Licensee, and that any proposed Collaboration Projects shall be subject to such obligations.
All rights in and to Regulus Patents not expressly licensed to GSK hereunder, under the Existing Collaboration or pursuant to the operation of the relevant applicable express provisions of this Agreement or the Existing Collaboration, and any other Patent Rights or Know-How of Regulus or its Founding Companies or Affiliates, are hereby retained by Regulus or such Founding Company or Affiliate.
It is understood that the Existing Collaboration Agreement permits up to two additional Development Partners (in addition to the existing Development Partner under the Existing Collaboration Agreement) under Development Partner Agreements for New Versions of the PS OS Software (“Additional Development Partners”) during the Co-Exclusivity Period.
The Collaboration Projects may have a different emphasis than PalmSource’s Existing Collaboration Agreement.
Notwithstanding the first sentence of this Section 11.10, except as explicitly stated in this Agreement, all the terms and conditions of the Existing Collaboration and the existing convertible promissory note by Regulus and its Founding Companies to GSK, dated April 24, 2008, shall remain unchanged and will continue in full force and effect.
In no event shall this Agreement (a) amend, modify, restate or waive any provision of the Existing Collaboration Agreement, (b) limit any licenses or rights granted to a Party or its Affiliate, as applicable, under the Existing Collaboration Agreement, or (c) release either Party or its Affiliate, as applicable, from any obligation under the Existing Collaboration Agreement, including any diligence or payment obligation.