Year 5.3 Force Majeure ARTICLE XVIII Global
Development Budget(s) 5.3 Governance Dispute 10.2 Incomplete Activity 5.3
Indemnified Party 17.2 Indemnifying Party 17.2 JCC 3.1(a) JDC 3.1(a) JFC 3.1(a)
JMC 3.1(a) Joint Invention 12.1(b) JSC 3.1(a) Lead Litigation Party 13.1(c)
Manufacturing Cost SCHEDULE 1 Manufacturing Notice 8.3(a) Manufacturing Plan 8.5
Marketing Guidelines 3.4(b)(vi)
19
DEFINITION
SECTION/SCHEDULE Maximum Regeneron Effort 6.5(e)(i) Modified
Clause 20.7 Non-Acquiring Party 2.6(c) Non-Approval Trials 6.2(h) Non-Incurred
Amount 5.3 Opt-Out Partner 2.6(d) Opt-Out Product Notice 2.6(c) OverPaying Party
Section 13.3(e) Party(ies) Preamble Patent Jurisdictions 12.2(a) POC Principal
Party 5.2 POC Time 5.2 Post-POC Principal Party 5.2 Publishing Party 16.3
Quarterly True-Up SCHEDULE 2 Regeneron Preamble Regeneron Commitment Level
6.5(e)(i) Regeneron Early Development Opt-Out Right 5.6 Regeneron Early Opt-Out
Notice 5.6 Regeneron Indemnitees 17.1(a) Regeneron Profit Split SCHEDULE 2
Regeneron Reimbursement Amount SCHEDULE 2 Regeneron Sole Inventions 12.1(a)
Regeneron Termination Notice Period 19.2(b) Reimbursement Payment SCHEDULE 2
Required Divestiture Notice Period 2.6(c) Rest of World Profit Split SCHEDULE 2
Royalty Term 9.3 ROW Profit Split SCHEDULE 2 ROW Profit Split Annual True-Up
SCHEDULE 2 Sanofi Preamble Sanofi Amerique Preamble Sanofi Indemnitees 17.1(b)
Sanofi Parent Preamble Sanofi Sole Inventions 12.1(a) Sanofi Termination Notice
Period 19.2(a) SDEA 7.4 Shared Phase 3 Trial Costs Balance SCHEDULE 2 Sole
Developer 2.6(d) Sole Inventions 12.1(a) Succeeding Year(s) 5.3 Target Labeling
7.2(d) Target ROW Profit Split SCHEDULE 2 Technical Development Matter 10.2 Term
19.1(a)
20
DEFINITION
SECTION/SCHEDULE Third Party 2.6(c) Third Party Acquisition
2.6(c) U.S. Profit Split SCHEDULE 2 US Profits SCHEDULE 2 VelocImmune Royalties
Section 13.3(e) Working Group 3.1(a)
ARTICLE II
COLLABORATION
2.1 Scope of Collaboration. Upon and subject to terms and conditions
of this Agreement, the Parties will cooperate in good faith to Develop,
Manufacture and Commercialize Licensed Products in the Field in the Territory in
such a manner so as to optimize the commercial potential of each Licensed
Product. The Parties shall establish various Committees as set forth in Article
III of this Agreement to oversee and/or coordinate the Development, Manufacture
and Commercialization of Licensed Products in the Field in the Territory, and
each Party shall, subject to the terms and conditions set forth in Article XVI,
provide (or cause its Affiliates to provide) to any relevant Committee any
necessary Party Information, New Information and such other information and
materials as may be reasonably required for the Parties to operate effectively
and efficiently under and in accordance with the terms and conditions of this
Agreement.
2.2 Compliance With Law. Both Sanofi and Regeneron, and their
respective Affiliates, shall perform their obligations under this Agreement in
accordance with applicable Law. No Party or any of its Affiliates shall, or
shall be required to, undertake any activity under or in connection with this
Agreement which violates, or which it believes, in good faith, may violate, any
applicable Law.
2.3 Further Assurances and Transaction Approvals. Upon the terms and
subject to the conditions hereof, each of the Parties will use Commercially
Reasonable Efforts to (a) take, or cause to be taken, all actions