text stringlengths 1 5.46k |
|---|
After four- (4-) year anniversary of the Effective Date |
7.3 Collaboration Target Substitution Fee. Within thirty (30) days of Anima's receipt of a Collaboration Target Substitution Notice for each Collaboration Target substitution pursuant to Section 2.3 (Collaboration Target Substitution): |
7.3.1 Solely if Anima receives the applicable Collaboration Target Substitution Notice prior to AbbVie's payment of the License Option Period Extension Fee for the replaced Collaboration Target, then AbbVie shall pay to Anima the non-refundable, non-creditable fee corresponding to the period during which such substitut... |
As of the date of the applicable Collaboration Target Substitution Notice, number of Months following (a) for Collaboration Targets Selected as of the Effective Date, the Effective Date, or (b) for any Other Collaboration Target, the Commencement of Activities with respect to such Collaboration Target under the Applica... |
Less than three (3) months |
Three (3) – six (6) months |
Six (6) – nine (9) months |
Nine (9) – twelve (12) months |
Twelve (12) – fifteen (15) months |
More than fifteen (15) months |
7.3.2 Solely if Anima receives the applicable Collaboration Target Substitution Notice after (a) AbbVie had paid a License Option Period Extension Fee for the replaced Collaboration Target and (b) Anima has completed lead generation activities under the applicable Collaboration Plan (as may be amended by the JGC from t... |
As of the date of the applicable Collaboration Target Substitution Notice, number of Months following Completion of Lead Generation Activities under Applicable Collaboration Plan |
Less than three (3) months |
Three (3) – six (6) months |
Six (6) – nine (9) months |
Nine (9) – twelve (12) months |
Twelve (12) – fifteen (15) months |
More than fifteen (15) months |
7.3.3 Any fee payable under the foregoing Section 7.3.1 (Collaboration Target Substitution Fee) or Section 7.3.2 (Collaboration Target Substitution Fee) is a "Collaboration Target Substitution Fee." For clarity, AbbVie will have no obligation to pay a Collaboration Target Substitution Fee or make any other payment unde... |
7.4 License Option Period Extension Fee. On a Target Program Slot-by-Target Program Slot basis, AbbVie may extend the end date of the License Option Period with respect to a Target Program Slot by paying to Anima a non-refundable, non-creditable license option period extension fee of (a) for a Target Program Slot that ... |
Time Period During Which AbbVie Pays the License Option Period Extension Fee |
Before or on two- (2-) year anniversary of the Effective Date |
After two- (2-) year anniversary of the Effective Date and before or on three- (3-) year anniversary of the Effective Date |
After three- (3-) year anniversary of the Effective Date and before or on four- (4-) year anniversary of the Effective Date |
After four- (4-) year anniversary of the Effective Date |
7.5 License Option Exercise Fee. On a Target Program Slot-by-Target Program Slot basis, if AbbVie exercises a License Option with respect to a Target Program Slot, then AbbVie shall pay to Anima a one-time non-refundable, non-creditable payment of Five Million Dollars ($5,000,000) (the "License Option Exercise Fee") wi... |
7.6 Development and Regulatory Milestone Payments. In partial consideration for the rights and licenses granted to AbbVie hereunder, and subject to Section 7.10 (Royalty and Milestone Adjustments), within ninety (90) days after the first achievement of each milestone event set forth in this Section 7.6 (Development and... |
Development Milestone Event |
(1) Initiation of first (1st) IND-Enabling Studies for a Royalty-Bearing Product with respect to a Target Program Slot |
(2) Dosing of third (3rd) patient in the first Phase 1 Clinical Trial of a Royalty-Bearing Product with respect to a Target Program Slot |
(3) Dosing of first (1st) patient in the first Phase 2 Clinical Trial of a Royalty-Bearing Product with respect to a Target Program Slot |
(4) Dosing of first (1st) patient in the first Registrational Clinical Trial of a Royalty-Bearing Product with respect to a Target Program Slot |
(5) Acceptance by the FDA of the first Regulatory Approval Application of a Royalty-Bearing Product with respect to a Target Program Slot |
(6) Acceptance by the EMA of the first Regulatory Approval Application of a Royalty-Bearing Product with respect to a Target Program Slot |
On a Target Program Slot-by-Target Program Slot basis, if for any reason a Development Milestone Event does not occur prior to the occurrence of the next Development Milestone Event listed in the table above, then such prior non-occurring Development Milestone Event shall be deemed to occur concurrently with the occurr... |
7.7 Sales-Based Milestone Payments. In partial consideration for the rights and licenses granted to AbbVie hereunder, and subject to Section 7.10 (Royalty and Milestone Adjustments), in the event that the aggregate Annual Net Sales of all Royalty-Bearing Products with respect to a Target Program Slot by AbbVie or any o... |
Annual Net Sales Milestone Threshold |
Aggregate Annual Net Sales of all Royalty-Bearing Products with respect to a Target Program Slot greater than or equal to One Billion Dollars ($1,000,000,000) |
Aggregate Annual Net Sales of all Royalty-Bearing Products with respect to a Target Program Slot greater than or equal to Two Billion Dollars ($2,000,000,000) |
Aggregate Annual Net Sales of all Royalty-Bearing Products with respect to a Target Program Slot greater than or equal to Three Billion Dollars ($3,000,000,000) |
7.8 Royalties. |
7.8.1 Royalty Rates. Subject to the terms and conditions of this Agreement, including Section 7.9 (Royalty Term) and Section 7.10 (Royalty and Milestone Adjustments), commencing upon the First Commercial Sale of a Royalty-Bearing Product in a country in the Territory, on a Target Program Slot-by-Target Program Slot and... |
Aggregate Annual Net Sales of all Royalty-Bearing Products with respect to a Target Program Slot |
For that portion of aggregate Annual Net Sales of all Royalty-Bearing Products with respect to a Target Program Slot less than or equal to Five Hundred Million Dollars ($500,000,000) |
For that portion of aggregate Annual Net Sales of all Royalty-Bearing Products respect to a Target Program Slot greater than Five Hundred Million Dollars ($500,000,000) and less than or equal to One Billion Dollars ($1,000,000,000) |
For that portion of aggregate Annual Net Sales of all Royalty-Bearing Products with respect to a Target Program Slot greater than One Billion Dollars ($1,000,000,000) and less than or equal to Two Billion Dollars ($2,000,000,000) |
For that portion of aggregate Annual Net Sales of all Royalty-Bearing Products respect to a Target Program Slot greater than Two Billion Dollars ($2,000,000,000) |
With respect to a given Royalty-Bearing Product in a given country in the Territory, from and after the expiration of the Royalty Term for the applicable Royalty-Bearing Product in such country, Net Sales of such Royalty-Bearing Product in such country will be excluded for purposes of calculating the Net Sales threshol... |
7.8.2 Calculation of Royalties. With respect to each Royalty-Bearing Product with respect to a Target Program Slot, royalties on Net Sales of such Royalty-Bearing Product shall be paid at the rate applicable to that portion of aggregate Annual Net Sales of all such Royalty-Bearing Products with respect to such Target P... |
7.9 Royalty Term. On a country-by-country and Royalty-Bearing Product-by-Royalty-Bearing Product basis, royalty payments on Net Sales of each Royalty-Bearing Product in a country in the Territory shall commence upon the First Commercial Sale of such Royalty-Bearing Product in such country and shall terminate on the ten... |
7.10 Royalty and Milestone Adjustments. Notwithstanding Section 7.6 (Development and Regulatory Milestone Payments), Section 7.7 (Sales-Based Milestone Payments) or Section 7.8.1 (Royalty Rates), but subject to Section 7.10.4 (Mechanics of Adjustments to Royalties and Milestones): |
7.10.1 Generic Products. If, in any country in the Territory during the Royalty Term in such country for a Royalty-Bearing Product, a Generic Product with respect to such Royalty-Bearing Product is launched in such country, then (a) Net Sales of such Royalty-Bearing Product in such country shall thereafter be excluded ... |
7.10.2 Stacking. If AbbVie or any of its Affiliates determines in good faith that, in order to avoid infringement or misappropriation of any Third Party Right, it is necessary or reasonably useful to obtain a license from a Third Party in order for AbbVie, its Affiliates, or its Sublicensees to Exploit a Royalty-Bearin... |
7.10.3 Intellectual Property Expense Offsets. AbbVie shall be entitled to deduct from AbbVie's milestone payments under Section 7.6 (Development and Regulatory Milestone Payments) or Section 7.7 (Sales-Based Milestone Payments) or AbbVie's royalty payments under Section 7.8.1 (Royalty Rates): (a) up to fifty percent (5... |
7.10.4 Mechanics of Adjustments to Royalties and Milestones. Any reductions set forth in this Section 7.10 (Royalty and Milestone Adjustments) shall be applied to the milestone payment or royalty rate payable to Anima under Section 7.6 (Development and Regulatory Milestone Payments), Section 7.7 (Sales-Based Milestone ... |
7.10.5 Inflation Reduction Act Royalty Adjustments. In addition to any reductions set forth in Sections 7.10.1 (Generic Products), 7.10.2 (Stacking), and 7.10.3 (Intellectual Property Expense Offsets), if, during the Royalty Term for a Royalty-Bearing Product, such Royalty-Bearing Product is designated as a "selected d... |
7.11 Estimated Sales Levels. Anima acknowledges and agrees that the sales levels set forth in Section 7.7 (Sales-Based Milestone Payments) and Section 7.8.1 (Royalty Rates) shall not be construed as representing an estimate or projection of anticipated sales of the Royalty-Bearing Products, or implying any level of dil... |
7.12 Reports; Payment of Royalty. During the Term, following the First Commercial Sale of any Royalty-Bearing Product in any country in the Territory, AbbVie shall furnish to Anima a written report within sixty (60) days after the end of each Calendar Quarter showing, on a Royalty-Bearing Product-by-Royalty-Bearing Pro... |
7.13 Financial Records. AbbVie shall, and shall cause its Affiliates and its and their Sublicensees (other than Dispute Settlement Sublicensees) to, keep full, clear, and accurate records pertaining to Net Sales for a minimum period of three (3) years after the relevant payment is owed pursuant to this Agreement, in su... |
7.14 Audit; Audit Dispute. |
7.14.1 Audit. At the request of Anima, AbbVie shall, and shall cause its Affiliates to, permit an independent public accounting firm of nationally recognized standing designated by Anima and reasonably acceptable to AbbVie, at reasonable times during normal business hours and upon reasonable notice, to audit the books ... |
7.14.2 Audit Dispute. In the event of a dispute with respect to any audit under Section 7.14.1 (Audit), Anima and AbbVie shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within thirty (30) days, then the dispute shall be submit... |
7.15 Methods of Payments; Offsets. All payments to either Party under this Agreement shall be made by deposit of Dollars in the requisite amount to such bank account as the receiving Party may from time to time designate by notice to the paying Party. For the purpose of calculating any sums due under, or otherwise reim... |
7.16 Taxes. |
7.16.1 Income Taxes. Each Party shall be solely responsible for the payment of all taxes imposed on its share of income arising directly or indirectly from the activities of the Parties under this Agreement. |
7.16.2 Withholding Taxes. If any sum due to be paid to either Party hereunder is subject to any withholding or similar tax, then the Parties shall use their Commercially Reasonable Efforts to do all such acts and things and to sign all such documents as will enable them to secure any available exemption from, reduction... |
7.16.3 Indirect Taxes. All payments under this Agreement are exclusive of value added taxes, sales taxes, consumption taxes, and other similar taxes (the "Indirect Taxes"). If any Indirect Taxes are chargeable in respect of any payment under this Agreement, then the paying Party shall pay such Indirect Taxes at the app... |
7.16.4 Tax Domicile. If, following the Effective Date, as a result of AbbVie assigning this Agreement or changing its domicile to a domicile other than the jurisdiction of AbbVie's domicile as of the Effective Date, AbbVie is required by applicable Law to withhold additional taxes with respect to the payments under thi... |
7.17 Late Payments. Any undisputed amount owed by AbbVie to Anima under this Agreement that is not paid on or before the date such payment is due shall bear interest at an annual rate (but with interest accruing on a daily basis) of the lesser of (a) one hundred (100) basis points above the Secured Overnight Financing ... |
7.18 Financial Obligations under In-License Agreements. As between the Parties, Anima shall be solely responsible for any financial obligations, including royalties, due to any Third Party as consideration for obtaining a license or other rights under any Patent Right or Know-How that is owned by a Third Party and is n... |
ARTICLE 8 EXCLUSIVITY; CHANGE OF CONTROL |
8.1 Exclusivity. |
8.1.1 Anima Exclusivity Obligation. |
(a) Reserved Targets. During the period beginning on the Effective Date and ending on the earlier of (i) the five- (5-) year anniversary thereof or (ii) if AbbVie does not exercise its License Option with respect to any Collaboration Target during the applicable License Option Period, the date of expiration of the last... |
(b) Collaboration Targets for which License Option has not been Exercised. On a Collaboration Target-by-Collaboration Target basis, during the period beginning on the Effective Date and ending on the expiration of the applicable License Option Period with respect to each Collaboration Target for which AbbVie does not e... |
(c) Collaboration Targets for which License Option is Exercised. |
(i) Solely in the U.S., on a Collaboration Target-by-Collaboration Target basis, during the period beginning on the Effective Date and ending on the five- (5-) year anniversary of the expiration or termination of this Agreement in its entirety, with respect to each Collaboration Target for which AbbVie exercises its Li... |
(ii) Anywhere in the Territory other than the U.S., the following terms shall apply to each Collaboration Target for which AbbVie exercises its License Option during the applicable License Option Period in accordance with the terms of this Agreement: |
A. Development Exclusivity Obligation. On a Collaboration Target-by-Collaboration Target basis, neither Anima nor its Affiliates shall, directly or indirectly: (w) conduct any screening or other research activities with respect to such Collaboration Target; (x) intentionally generate data with respect to such Collabora... |
B. Commercialization Exclusivity Obligation. On a Collaboration Target-by-Collaboration Target basis, during the period beginning on the date of the first Regulatory Approval of a Royalty-Bearing Product Directed To such Collaboration Target anywhere in the Territory other than the U.S. and ending on the five- (5)- yea... |
(d) Compound Library. In screening activities outside and independent of its collaboration with AbbVie under this Agreement, Anima and its Affiliates shall exclude from compound libraries of Anima and any un-blinded compound library of a Third Party all compounds that immediately prior to starting such screen are inclu... |
(e) ADCs. Anima shall not, and shall cause its Affiliates not to, conduct activities with respect to any ADC included in any License Option Exercise Data Package (including, for clarity, any in-process draft thereof) outside this Agreement, including in connection with Anima's or its Affiliate's independent research or... |
(f) The provisions of this Section 8.1.1 (Anima Exclusivity Obligation) and Section 4.1.1(b) (Commercial Licenses) shall not restrict: |
(i) Anima or its Affiliates (A) from directly or indirectly conducting activities with respect to a molecule, compound, product, or other therapeutic agent (other than any ADC included in any License Option Exercise Data Package (including, for clarity, any in-process draft thereof)) pursuant to an agreement with a Thi... |
(ii) Anima or its Affiliates from directly or indirectly conducting, under an independent internal research program (i.e., not a program pursuant to an agreement with a Third Party, which is covered by the foregoing Section 8.1.1(f)(i)) not related to a target that is a Collaboration Target or Reserved Target, activiti... |
(iii) Anima or its Affiliates from granting licenses (including exclusive licenses for any purpose) to a Third Party under any Intellectual Property rights relating to any molecule, compound, product, or other therapeutic agent (other than any ADC included in any License Option Exercise Data Package (including, for cla... |
(iv) the manner in which Anima's or its Affiliates' Third Party collaboration partners Exploit any molecule, compound, product, or other therapeutic agent (other than any ADC included in any License Option Exercise Data Package (including, for clarity, any in-process draft thereof)) independently generated in the cours... |
(g) For clarity, a target shall not be a "Collaboration Target" under this Agreement (and as such shall not be subject to the exclusivity set forth in Section 8.1.1(b) (Collaboration Targets for which License Option has not been Exercised)) following expiration or termination of this Agreement with respect to such targ... |
8.1.2 Effect of Change of Control of Anima. Notwithstanding the provisions of Section 8.1.1 (Anima Exclusivity Obligation), if Anima undergoes a Change of Control during the Term and, as of immediately prior to the closing of such Change of Control, any Person that becomes an Independent Affiliate of Anima upon such Ch... |
8.2 Change of Control of Anima. If Anima undergoes a Change of Control during the Term, then: |
(a) Anima shall notify AbbVie thereof immediately upon the closing of the Change of Control; |
(b) Anima shall comply with the terms of Section 8.1.2 (Effect of Change of Control of Anima); |
(c) AbbVie shall have the right, in its sole and absolute discretion, by written notice delivered to Anima (or its successor) at any time within one hundred eighty (180) days following the written notice contemplated by the foregoing clause (a), to: (i) terminate any or all provisions of this Agreement providing for an... |
(d) Anima covenants that, subject to the foregoing clause (c), there shall be no material change in the level or nature of efforts or resources expended by Anima and its Affiliates or the qualifications and experience of Anima's assigned personnel (including with respect to the allocation of their time), in each case, ... |
ARTICLE 9 INTELLECTUAL PROPERTY RIGHTS |
9.1 Ownership of Intellectual Property; Disclosure. |
9.1.1 Ownership. Subject to the license grants and other rights herein, as between the Parties: (a) all right, title, and interest in and to all (i) Know-How that is conceived, reduced to practice, generated, discovered, developed, or otherwise made solely by or on behalf of Anima (or its Affiliates) in the course of a... |
9.1.2 United States Law. The determination of whether Know-How is conceived, reduced to practice, generated, discovered, developed, or otherwise made by or on behalf of a Party or its Affiliates for the purpose of allocating proprietary rights (including patent, copyright, or other intellectual property rights) therein... |
9.1.3 Disclosure of Inventions. During the Term, Anima shall, and shall cause its Affiliates, subcontractors, and (sub)licensees to, promptly disclose in writing to AbbVie the conception, reduction to practice, generation, discovery, development, or making of any Collaboration Know-How by Anima or any of its Affiliates... |
9.1.4 Control of Intellectual Property. Anima and its Affiliates shall not enter into or amend any agreement with a Third Party, or include in any such agreement or amendment any restrictive provisions, that limit its Control of any Licensed IP that would be subject to the license grants in Section 4.1 (Licenses to Abb... |
Subsets and Splits
No community queries yet
The top public SQL queries from the community will appear here once available.