SDX definition
Examples of SDX in a sentence
Zevra and its Affiliates have not received any written notice, written claim or other written communication (including any “cease and desist” letter or invitation to take a license) from any Third Party alleging that the Development, manufacture, or Commercialization of the Compounds or SDX Products or that any exercise of rights in the Transferred Assets, would infringe, misappropriate or otherwise violate the Intellectual Property Rights of any Third Party.
Without limiting Sections 4.3, 4.6 or 4.9, until the completion of the Delivery Plan with respect to the applicable Transferred Regulatory Documentation, Zevra, on behalf of itself and its Affiliates, hereby grants Commave and its Affiliates the right of reference to all such Transferred Regulatory Documentation pertaining to the Compounds and SDX Products.
Commave and its Affiliates may use or grant a further right of reference under such right of reference for any purpose, including for the purpose of seeking, obtaining and maintaining Regulatory Approval of any SDX Products.
Except as set forth on Section 6.2(vii) of the Disclosure Schedule, other than the Transferred Patents, neither Zevra nor any of its Affiliates owns any Patents that claim any Compound or SDX Product.
Notwithstanding anything to the contrary herein, Commave and its Affiliates shall have no obligation whatsoever to Develop, test, research, analyze, manufacture, sell, launch, promote, market, distribute or otherwise Commercialize any Compound or SDX Product, in each case, which Commave and its Affiliates may do (or elect not to do) in each of their sole and absolute discretion.
From and following the date on which any such SDX Contract is assigned to Commave in accordance with this Section 4.8, such assigned SDX Contract shall be deemed to be a “Transferred SDX Contract” hereunder.
For six months following the Effective Date, at Commave’s option (in its sole discretion), promptly following a written request from Commave for assignment of an SDX Contract to Commave or its designated Affiliate, Zevra shall, and shall cause its applicable Affiliates to, to the extent such SDX Contract is assignable, assign such SDX Contract to Commave or its designated Affiliate, and Commave or such designated Affiliate shall assume all obligations of Zevra (or its applicable Affiliate) thereunder.
For clarity, nothing in this Agreement or the assignment of any SDX Contract shall be construed as Zevra selling, transferring or assigning to Commave (or committing or agreeing to any of the foregoing) any of Zevra’s or its Affiliates’ right, title or interest in and to any of the Inventory, and any such sale would need to be the subject of a separate written agreement between the Parties.
The Parties acknowledge that following the Effective Date, Commave may seek to discuss Commave’s acquisition of Zevra’s or its Affiliates’ existing inventory of SDX (the “Inventory”) [***], which Zevra shall consider in good faith; provided, however, Zevra shall have no obligation to maintain such Inventory from or following the Effective Date.