Examples of Independent Activity in a sentence
The right of reference granted to SGI herein shall be solely for the purpose of SGI, its Affiliates or any Third Party sublicensees of SGI (i) obtaining Regulatory Approvals or Pricing Approvals in the SGI Territory for the Licensed Product, (ii) conducting activities (including conducting clinical trials) assigned to SGI under the Global Product Development Plan or (iii) conducting SGI Independent Activity.
The right of reference granted to MPI herein shall be solely for the purpose of MPI, its Affiliates or any Third Party sublicensees of MPI (A) obtaining Regulatory Approvals or Pricing Approvals in the Licensed Territory for the Licensed Product, (B) conducting activities (including conducting clinical trials) assigned to MPI under the Global Product Development Plan or (C) conducting MPI Independent Activity.
Each Member hereby represents and warrants to each other Member that such Member has not been offered, as an inducement to enter into this Agreement, the opportunity to participate with any other Member or any Affiliate of such other Member in the ownership or profits of any Independent Activity of any kind whatsoever of such Member or its Affiliates other than as expressly set forth herein or in the Affiliate Agreement.
Each Member hereby represents and warrants to the other Member that it has not been offered, as an inducement to enter into this Agreement, the opportunity to participate with the other Member in the ownership or profits of any Independent Activity of any kind whatsoever of such Member or its Affiliates.
Except as provided below, nothing in this Agreement shall be construed to: (i) prohibit any Member or its Affiliates from continuing, acquiring, owning or otherwise participating in any Independent Activity that is not owned or operated by the Company, even if such Independent Activity is or may be in competition with the Company or (ii) require any Member to allow the Company or the other Members to participate in the ownership or profits of any such Independent Activity.
During the BMS Independent Activity Period, Exelixis shall not do any of the following with respect to a Competitive Compound: [ * ].
In the event review by Exelixis is during the BMS Independent Activity Period, BMS shall provide Exelixis with the results of all [ * ] for such [ * ] Collaboration Compound, and sufficient samples of any [ * ] Collaboration Compound that has completed [ * ] (as such term is described in the Research Plan), or its equivalent stage of research, to have such assays conducted.
The non-Independent Activities Party may, in its discretion, elect to buy back the right to use such Independent Activities Data or Independent Activities Regulatory Documentation by paying to the Independent Activities Party an amount equal to […***…] percent […***…] of the portion of Independent Activities Costs the non-Independent Activity Party would have borne had such Independent Activity been included in the applicable plan.
Nothing in this Agreement shall be construed to: (a) prohibit any Member or its Affiliates from continuing, acquiring, owning or otherwise participating in any Independent Activity that is not owned or operated by the Company, even if such Independent Activity is or may be in competition with the Company; and (b) require any Member to allow the Company or the other Member to participate in the ownership or profits of any such Independent Activity.
All Information disclosed by one Party to the other Party pursuant to this Agreement, including disclosure by either Party to the other of any results and data resulting from the Collaboration or disclosure by BMS to Exelixis of BMS’ activities relating to Collaboration Compounds during the BMS Independent Activity Period, shall be “Confidential Information” for all purposes hereunder.