Merck Product definition
Examples of Merck Product in a sentence
In the event that Artiva and/or Merck is unable to initiate or prosecute an action to enforce or defend Arising Merck Product IP without GCLC, GCLC will join such action voluntarily and will execute and cause its Affiliates to execute all documents necessary for Artiva and/or Merck to initiate litigation to prosecute and maintain such action.
In this case, the licenses and exclusivity provided for in Sections 2.2 and 2.4 shall continue through the Merck Product Term subject to Merck’s cure of such material breach (to the extent the breach is curable) and assumption of Artiva’s payment obligations owed to GCLC under this Agreement.
The Research and CMC Plan for the initial Merck Product is attached as Exhibit B-1.
During the Merck Product Term, all employees and subcontractors of a party or its Affiliates performing research, development, commercialization or other activities contemplated hereunder on behalf of such party or its Affiliates shall be obligated to undertake in writing obligations of ownership of Information, discoveries and inventions which are the same as those undertaken by the parties pursuant to Section 6.
In partial consideration for its receipt of the Merck Product Payments under Section 2.3, GCLC acknowledges its responsibility to perform the activities assigned to GCLC under the Research and CMC Plans, and agrees that its failure to perform such activities under a Research and CMC Plan or associated Projects and Work Orders under this Agreement, would constitute a material breach of this Agreement.
In the event SB fails to make a payment to Merck under this Agreement with respect to a Merck Product when due, then in addition to any other remedy which it may have, Merck may notify SB in writing that all of SB's rights with respect to such Merck Product shall terminate as of sixty (60) days after such written notice and SB's rights with respect thereto shall terminate unless such payment is made or such failure is cured, prior to the expiration of such sixty (60) day period.
If Merck thereafter commences a Phase III Clinical Trial for the same Merck Product for [*] (for example), Merck shall pay to Genetronics $[*].
AstraZeneca agrees that, from and after the Closing Date [...***...] Horizon shall be entitled to the benefit of the Merck Covenant as provided in this Agreement to the extent that the Manufacture, having Manufactured and Exploitation of any Products and Other Products in the Field in the Horizon Territory by Horizon and its Affiliates, licensees and sublicensees would constitute Merck-Exploitation of a Merck Product.
Artiva and/or Merck shall have the right to file, prosecute (including during administrative proceedings such as interference, derivation, opposition, reexamination, reissue, supplemental examination, Inter Partes Review and Post-Grant Review proceedings), enforce, and defend Arising Merck Product IP, regardless of ownership or inventorship.
Notwithstanding anything to the contrary contained in this Agreement, all Arising Merck Product IP shall be governed exclusively by the terms of this Agreement.