Collaboration Program. […***…]. Senomyx hereby grants to Firmenich a non-exclusive, non-sublicensable and non-transferable (except as permitted under Sections 8.2.1 and 17.12) license under the Collaboration Program IP to […***…] under the Collaborative Program (but only to the extent […***…] as reflected in the Research Plan […***…]. Notwithstanding the foregoing, it is understood and agreed that Firmenich may not exercise or use any of the rights granted under the […***…] unless and until such time as […***…], and Firmenich has exercised its right to effect […***…] as set forth below. It is further understood and agreed that Firmenich shall be prohibited from exercising or using any of the rights granted under […***…] (i) during any period if it is in material breach of this Agreement, or (ii) if […***…] occurs after the end of the […***…] under the Agreement. Any use by Firmenich of the […***…] prior to Firmenich’s proper exercise of […***…] shall invalidate this Section 8.1.3 ab initio. […***…] following Firmenich’s written notice of […***…] subsequent to […***…] Senomyx shall promptly use […***…] from the aforementioned […***…] in order to give Firmenich the full benefits and rights of the […***…] but only to the extent that it would not cause Senomyx to incur out-of-pocket expenses […***…] Nevertheless, Firmenich acknowledges and agrees that this Section 8.1.3 shall not obligate Senomyx to maintain […***…] or to continue to perform any obligations under […***…] either during or following the Term of this Agreement. Similarly, this Section 8.1.3 does not impose on Senomyx any obligation to […***…] prior to or following […***…] In addition to […***…] set forth in the paragraph above, following Firmenich’s written notice to Senomyx of a […***…], (i) Senomyx shall provide Firmenich with […***…] and […***…], such as information regarding […***…] to the extent necessary to evaluate […***…] or to support […***…] of any […***…] and […***…] but only to the extent that such […***…]; and (ii) Senomyx shall provide Firmenich with […***…] and a copy of […***…] if any, but only to the extent that […***…]. In the event of the first occurrence of an event under subsection (A) under the definition of a […***…] (as defined on Appendix A) during the Collaborative Period, Senomyx shall promptly notify Firmenich of such occurrence. In the event that […***…] occurs during the Collaborative Period, Firmenich shall have the option, in its sole discretion, within […***…] thereafter to […***…] To exercise this option, Firmenich shall send written notice of its election to Senomyx and, immediately upon the sending of such notification, Firmenich shall be permitted to exercise its rights under […***…], except in the event that Firmenich is in material breach of this Agreement. Upon Firmenich’s exercise of […***…] the Collaborative Program as reflected in the Research Plan. For avoidance of doubt, […***…] Notwithstanding anything in this Agreement to the contrary, this Section 8.1.3 shall terminate automatically upon the earlier of (i) termination or expiration of this Agreement and (ii) the […***…] of the Effective Date of this Agreement, except that […***…] […***…].
Appears in 2 contracts
Sources: Collaborative Research, Development, Commercialization and License Agreement (Senomyx Inc), Collaborative Research, Development, Commercialization and License Agreement (Senomyx Inc)