Examples of ZF Product in a sentence
In connection with the Marketing Approval of a Shire ZF Product, Shire shall consult with Sangamo before determining which Patent Right, if any, is to be extended, by way, for example, of a Patent Term Restoration and a Supplementary Protection Certificate.
If the conduct of the Research Program or the development, manufacture or commercialization in the Field of any Shire ZF Compound or Shire ZF Product is alleged by a Third Party to infringe a Third Party’s patent or other intellectual property rights, the Party becoming aware of such allegation shall promptly notify the JSC (or, if after the Research Term, the other Party).
Shire will have the option to be granted a sublicense pursuant to Section 8.1 under such scheduled license agreements as well as any license agreement with a Third Party entered into by Sangamo after the Amendment Effective Date pursuant to which Sangamo receives a sublicensable license under any Patent Rights or Know-How necessary for the development, manufacture or commercialization of any Shire ZF Compound or Shire ZF Product.
Sangamo will cooperate with Shire with respect to any and all regulatory matters with respect to any Shire ZF Product, including making appropriate Sangamo personnel available to assist with the preparation of any Regulatory Filings and to participate in any communications with applicable Governmental Authorities.
Shire may not communicate with any Governmental Authority with respect to the Sangamo Programs or any Sangamo Safe Harbor ZF Compound or Sangamo ZF Product.
For the avoidance of *** CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION doubt, during the period prior to Sangamo’s transfer of information and materials to Shire pursuant to Section 3.3(h) or Section 5.4(b) (as applicable), Sangamo shall, and shall require its Affiliates and any Subcontractor to, maintain such information and materials as required by law in connection with any IND or CTA anticipated to be filed in connection with the applicable ZF Compound or ZF Product.
If Sangamo has not taken steps to obtain a discontinuance of infringement of such Patent Rights or filed suit against any such infringer of such Patent Rights within [***] from the date of notice of such Sangamo ZF Product Infringement, then Shire shall have the right, but not the obligation, to bring suit against such Sangamo ZF Product Infringer; provided that Shire shall bear all the expenses of such suit.
Shire shall cooperate with Sangamo in any such suit as reasonably requested by Sangamo and at Sangamo’s expense, and Shire shall have the right to consult with Sangamo and to participate in and, if appropriate, be represented by independent counsel in such litigation at its own expense in the event the loss of such Patent Rights would adversely impact Shire’s ability to maximize Net Sales or impact market share of a Shire ZF Product.
If Sangamo does not enter into a Sangamo Program License with a Third Party [***] described in Section 8.6(b) with respect to such applicable Sangamo ZF Product, [***] within such Sangamo Program during such [***] period, then Shire’s ROFN will be reinstated if Sangamo decides to initiate or continue licensing or acquisition discussions with respect to the same Sangamo Program License or a new Sangamo Program License, consistent with the terms and conditions of Section 8.6(a) and Section 8.6(b).
If a Third Party brings a declaratory judgment suit against Sangamo respecting the Joint Patent Rights that claim the composition, manufacture or use of a ZF Compound or product or method containing, employing or made using a ZF Compound or any Sangamo Patent Rights or Shire Patent Rights (solely to the extent related to a Sangamo ZF Product Infringement), then Sangamo shall have the sole right, but not the obligation, to control the defense of such suit.