Pandion definition
Examples of Pandion in a sentence
Neither Pandion nor Astellas shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other Party, without the prior written consent of the other Party.
Subject to the terms and conditions of this Agreement, Astellas hereby grants to Pandion a fully-paid up, non-exclusive license, with the right to grant sublicenses to subcontractors pursuant to Section 7.4, under the Astellas Technology solely to perform Research activities assigned to Pandion under the Research Plan during the Research Term.
Each Party shall be responsible for all the costs and expenses incurred by such Parties in performing the Research assigned to it in the Research Plan, including FTE Costs and Out-of-Pocket Costs (the “Research Plan Costs”); provided, however, that Astellas shall reimburse Pandion for the Research Plan Costs reasonably incurred by or on account of Pandion in accordance with the Research Budget pursuant to Section 8.2.
Notwithstanding the foregoing, the license granted under this Section 7.1(b) shall be non-exclusive with respect to Pandion Effector Technology, including any Effectors included in a Licensed Compound.
For purposes of clarity, Pandion may engage in discussions with Third Parties prior to the [**] of the Effective Date from time to time regarding potential collaborations, but shall not engage in substantive business negotiations with Third Parties without complying with the provisions of this subsection.
Astellas shall notify Pandion in writing within [**] after the end of the calendar year during which the aggregated annual worldwide Net Sales of all Licensed Products first reach the values set forth in Section 8.4(a) above, and shall pay to Pandion the applicable Milestone Payments within [**] after the receipt by Astellas of an invoice issued by Pandion following achievement of the applicable Milestone Event.
In such event, Astellas shall permit Pandion, at its discretion and expense, to continue prosecution or maintenance of such Astellas Collaboration IP Patent Right in such country and, after such notice by Astellas, such Astellas Collaboration IP Patent Right shall be deemed a Pandion Collaboration IP Patent Right.
Pandion shall provide Astellas with reasonable assistance in connection with Astellas’ preparation of any portion(s) of the relevant Regulatory Filings that relate to (a) the Licensed Compounds and Licensed Products and (b) activities performed by Pandion under the Research Plan, including but not limited to, Pandion’s preparation of study reports that are appropriate for use in Regulatory Filing.
Simultaneously with the shipment of Initial Inventory and Subsequent Inventory, Pandion shall prepare and deliver to Astellas an invoice reflecting the actual costs and expenses incurred by Pandion for the preparation and shipment of such materials, and shall provide Astellas the material data safety sheet related to the Initial Inventory and Subsequent Inventory.
Pandion shall keep Astellas reasonably informed of the status of the Joint Collaboration IP Patent Rights and shall promptly provide Astellas with copies of material correspondence received from any patent authorities in connection therewith.