Purchased Compound definition
Examples of Purchased Compound in a sentence
To the extent an interference, opposition, reexamination, or Reissue pertains to a patent under Licensed Intellectual Property or Purchased Intellectual Property that does not claim, either specifically or generically, the Purchased Compound or a method of making and/or using same, Seller shall be entitled to initiate or be the lead Party on any such proceeding.
After the Closing, Seller shall promptly submit to Buyer all adverse drug experience information brought to the attention of Seller in respect of the Purchased Compound, as well as any material events and matters concerning or affecting the safety or efficacy of the Purchased Compound, each as they relate to activities of Seller prior to the Closing.
Following the Closing and for a period of not less than two (2) years, Seller will maintain and grant Buyer and its legal, accounting and other advisors access, upon reasonable notice and during normal business hours, to all files, documents, instruments, papers, books and records owned by Seller or any of its Affiliates relating to the Business or the Purchased Compound but not included as part of the Purchased Assets.
Seller shall consider in good faith any comments from Buyer regarding the filing, prosecution and maintenance of Patents included in the Licensed Intellectual Property that contain one or more claims that cover, either specifically or generically, the Purchased Compound and/or methods of making or using the same.
If Buyer elects to prosecute any such Patents included in the Licensed Intellectual Property, Buyer shall file all necessary amendments to expressly limit the claims in such Patents to the Purchased Compound and/or methods of making or using the same.
Nothing in this Agreement shall impair any Party’s compliance with any requirements of: (i) Governmental or Regulatory Authority to the extent required or desirable to secure approval for Buyer’s development, manufacture or sale of the Purchased Compound; (ii) the U.S. Securities and Exchange Commission or the national securities exchange or other stock market on which such Party’s securities are traded; (iii) or any other applicable Law.
If Seller elects to prosecute any Purchased Intellectual Property which are not so expressly limited, Seller shall file all necessary amendments so that the claims do not specifically cover the Purchased Compound and methods of making or using the same.
After the Closing, Buyer shall have all responsibility for required reporting of adverse experiences for the Purchased Compound, but such reporting shall not limit Seller’s obligation for any actions necessary with respect to Purchased Compound distributed prior to the Closing based upon the facts and circumstances contained in such adverse drug experience information and in accordance with Law.
If Seller elects to file, prosecute or maintain Patents included in the Purchased Intellectual Property based on Buyer’s election not to do so pursuant to this Section 3.04(b) and such Patents include or are amended to include claims that generically cover the Purchased Compound and/or methods of making or using the same, Seller shall consider any comments from Buyer regarding the filing, prosecution and maintenance of such Patents in good faith.
To the extent such proceeding pertains to a Patent that claims, either generically or specifically, the Purchased Compound or a method of making and/or using same, Buyer shall be entitled to initiate or be the lead Party on any such proceeding.