Collaborative Research, Development, Commercialization and License Agreement - 范本

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COLLABORATIVE RESEARCH, DEVELOPMENT, COMMERCIALIZATION

AND LICENSE AGREEMEN

 BETWEEN
SENOMYX, INC.

AND

THE COCA-COLA COMPANY

 

全文目录如下:

详细内容见附件 

 

1. DEFINITIONS

2. OBJECT OF AGREEMENT

3. COLLABORATIVE R&D PROGRAM

4. STEERING COMMITTEE

4.1 Formation of Steering Committee

4.2 Role of Steering Committee

4.3 Composition

4.4 Operation

4.5 Meetings

4.6 Minutes

5. RESEARCH PLAN

5.1 Initial Research Plan

5.2 Implementation of Research Plan

5.3 Determination of Commercially Viable Enhancing Compound(s)

5.4 Notification of Selected Compound

5.5 KO Compounds and KO Related Compounds

5.6 [***] Enhancing Compounds

6. DEVELOPMENT

6.1 Initial Development Plan

6.2 Implementation of Development Plan

6.3 Regulatory

6.4 Costs of Regulatory Filings

6.5 Additional Safety Studies or Regulatory Approvals

6.6 Cooperation

7. COMMERCIALIZATION

7.1 Commercialization Plan

7.2 Format of Commercialization Plan

8.1 Inside

8.2 Outside

8.3 Preferred

8.4 Manufacturing

8.5 Rights to a New High-Potency

9. FINANCIAL TERMS

9.1 Annual Research Support

9.2 Credit Toward Royalties During Collaborative R&D Period

9.3 Milestone Payments

9.4 Royalty for Beverages Incorporating Product Compounds

9.5 Minimum Annual Royalties

9.6 Adjustment of Values for Minimum Royalties

9.7 Payment Terms

9.8 Currency of Payment

9.9 Taxes Withheld

9.10 Late Payment

9.11 Records of Unit Sales, Net Sales and Royalty Calculations

10. GRANTS

10.1 Non-exclusive Grant by SENOMYX of Rights Regarding Evaluation of Enhancing Compounds

10.2 Non-exclusive Grant by SENOMYX of Rights to Make and Have Made Selected Compounds

10.3 Non-Exclusive Grant of Rights by SENOMYX to Make, Have Made, Use and Sell Beverages and Beverage Bases with Selected Compound

10.4 Exclusive Grant of Rights by SENOMYX Regarding Selected Compounds and Beverages and Beverage Bases that Incorporate Selected Compounds

10.5 Co-Exclusive Grant of Rights by SENOMYX Regarding Selected Compounds and [***] Beverage Bases incorporating Selected Compounds

10.6 Contingent Third Party Rights to Field II

10.7 Limitation on Licenses

10.8 If KO Does Not Pay Minimum Royalties

10.9 Most Favored Licensee

10.10 Obligations Related to Sublicenses

10.11 Non-exclusive Grant of Rights from KO to SENOMYX for Research Purposes

10.12 Non-exclusive Grant of Rights from KO to SENOMYX for KO Related Compounds

10.13 Exclusive Grant of Rights from KO to SENOMYX for KO Related Compounds

10.14 Non-Exclusive Grant of Rights to SENOMYX Trademark

11. OWNERSHIP OF INTELLECTUAL PROPERTY

11.1 Transfer of Rights

11.2 SENOMYX Inventions

11.3 KO Inventions

11.4 Joint Inventions

11.5 Other Inventions

11.6 Markings

11.7 Inventors hip and Assignment

12. PATENT PROSECUTION AND MAINTENANCE

12.1 Prosecution of Patents

12.2 Inventions under Collaboration

13. INTELLECTUAL PROPERTY ENFORCEMENT AND DEFENSE OF CLAIMS

13.1 Defense of Infringement Claims for SENOMYX Technology

13.2 Defense of Infringement Claims for KO Technology

14. TREATMENT OF CONFIDENTIAL INFORMATION: REPORTING REQUIREMENTS, PUBLICITY, LAW AND REGULATIONS

14.1 Confidentiality

14.2 Disclosure to Related Parties

14.3 Return of Confidential Material

14.4 Exceptions to Confidential Information

14.5 Confidential Financial Information

14.6 Confidential Research Information

14.7 Permitted Use and Disclosures

14.8 Use of Data for Promotional Purposes

14.9 Publication of Results

14.10 Publicity

14.11 Reporting, Law and Regulation

15. TERM, EARLY CONCLUSION, AND TERMINATION

15.1 Term

15.2 Early Conclusion of the Collaborative R&D Period by KO

15.3 Termination By Mutual Agreement

15.4 Termination By KO for Acquisition of SENOMYX By a KO Competitor

15.5 Effect of Termination

15.6 Survival

16. WARRANTIES AND INDEMNIFICATION

16.1 Mutual Representations and Warranties

16.2 Corporate Power

16.3 Due Authorization

16.4 Binding Agreement

16.5 Warranties Regarding SENOMYX Technology

16.6 Warranties Relating to KO Technology

17. MISCELLANEOUS

17.1 Force Majeure

17.2 Governing Law and Jurisdiction

17.3 Binding Effect

17.4 Dispute Resolution

17.5 Severability

17.6 Independent Contractors

17.7 Entire Agreement

17.8 Amendment

17.9 Interpretation

17.10 Waiver

17.11 Construction

17.12 No Third Party Beneficiaries

17.13 Notices

17.14 Assignment

17.15 Merger or Consolidation

17.16 Counterparts

 

附件:

1.
Collaborative Research, Development, Commercialization and License Agreement - Senomyx Inc. and Coca-Cola Co. (Apr 22, 2002).docx 下载
发布于 2021-11-19 13:54:21
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