View Clause Headings                                                                                                                                               HelpHelp
DOCUMENT TITLE:  COLLABORATION AND LICENSE AGREEMENT .
ACTIONS: Here are the clause headings in the document. To view the clause, click the clause heading.To view the full document, click the "View Document" button.

View Document Back
Clause Heading
(a) - Formation and Role.
2.2 - Joint Committee Membership
(a) - Meetings.
(b) - Meeting Agendas.
(a) - Decision Making.
(b) - Dispute.
(c) - Excepted Development Matters.
2.5 - Project Coordinators.
2.6 - Collaboration Guidelines.
3.1 - Overview.
3.2 - Development Plan.
3.3 - Principles of Product Development.
3.4 - Collaborators Performance.
3.5 - Records, Reports and Information.
3.6 - Right of First Refusal to Backup Product Developed in the Field.
(a) - Data Generated by Affymax.
(b) - Audited Data Generated by Third Parties on Behalf of Affymax; Requests for Additional Data by Collaborator.
(c) - Data Generated by or on Behalf of Collaborator.
(d) - Use of Collaborator Data.
(e) - Clarification.
(a) - In General.
(b) - Rights of Reference to Regulatory Materials.
(c) - Collaborator Rights and Obligations.
(d) - Consultation, Reporting and Review.
4.3 - Filings for Regulatory Exclusivity.
4.4 - Regulatory Costs.
4.5 - Communications.
4.6 - Collaborator Regulatory Filings.
4.7 - No Harmful Actions.
4.8 - Adverse Event Reporting and Safety Data Exchange.
(a) - General.
(b) - Collaborator Disclosures to Affymax.
4.10 - Regulatory Inspection or Audit.
(b) - Audit of Product Manufacturer.
4.11 - Recalls and Voluntary Withdrawals.
5.1 - Commercialization in the Licensed Territory.
5.2 - Pricing Approvals in the Licensed Territory.
5.3 - Pricing of the Product in the Licensed Territory.
(a) - Level of Efforts.
(b) - Time to Launch Product.
(c) - Reports.
5.5 - Compliance.
(a) - Product Trademark.
(b) - Affymax House Marks.
6.1 - Licenses to Collaborator under Affymax Technology.
6.2 - Limited License for Affymax House Marks.
(b) - Standards for Using Affymax House Marks.
6.3 - License to Affymax under Collaborator Technology.
6.4 - Negative Covenant.
6.5 - No Implied Licenses.
6.6 - Exclusivity.
6.7 - Third Party Licenses.
7.1 - Roles of the Parties.
7.4 - Finished Product.
7.5 - Comparator Drugs.
7.2 - Preclinical and Clinical Supply of Bulk Hematide.
7.3 - Commercial Supply of Bulk Hematide.
7.6 - Audit.
(a) - Rate for Patented Products.
7.7 - Collaborator Audit Right of Bulk Hematide Facility.
7.8 - Quality Agreement.
8.1 - License Fee.
8.2 - Clinical Milestone Payments.
(b) - Royalty Rate Step Down; Term of Obligation.
(c) - Royalty Payments and Reports.
8.4 - Existing and Future Third Party Royalties.
(a) - Cooperation and Coordination.
(b) - Payment of Tax.
(c) - Tax Residence Certificate.
(d) - Assessment.
8.6 - Foreign Exchange.
8.7 - Late Payments.
8.8 - Records; Audits.
9.1 - Ownership of Inventions.
9.2 - Disclosure of Inventions.
9.4 - Patent Term Extensions in the Licensed Territory.
(a) - Notification.
(a) - Affymax Patents Other than Joint Patents.
(b) - Collaborator Patents Other Than Joint Patents.
(c) - Joint Patents.
(d) - Cooperation in Prosecution.
(b) - Infringement of Affymax Patents or Joint Patents in the Licensed Territory.
(c) - Infringement of Affymax Patents or Joint Patents in the Affymax Territory.
(f) - Settlement.
(g) - Allocation of Proceeds.
(a) - Notice.
(b) - Defense.
(c) - Settlement.
9.7 - Patent Marking.
9.8 - Infringement of Trademarks by Third Parties.
(a) - Third-Party Patent Rights.
9.10 - Parties Patent Rights.
9.11 - Orange Book Listing, Compendial Listing.
9.12 - Registration of Exclusive License.
9.13 - Certain Patent Matters.
10.1 - Mutual Representations and Warranties.
(a) - Corporate Existence and Power.
(b) - Authority and Binding Agreement.
(c) - No Conflict.
(d) - No Debarment.
10.2 - Additional Representations, Warranties and Covenants of Affymax.
(a) - Regulatory Materials and Studies.
10.3 - Disclaimer.
10.4 - No Other Representations or Warranties.
(b) - Sufficiency of License Grants; Affymax Patents.
(c) - Patent Matters in the Licensed Territory.
(d) - Supply of Bulk Hematide by Affymax.
11.1 - Indemnification by Affymax.
11.2 - Indemnification by Collaborator.
11.3 - Indemnification Procedures.
11.4 - Limitation of Liability.
11.5 - Insurance.
12.1 - Confidentiality.
12.2 - Authorized Disclosure.
12.3 - Publicity; Terms of Agreement.
12.4 - Publications.
12.5 - Injunction.
13.1 - Term.
(a) - Withdrawal by Collaborator.
(b) - Termination for Breach.
13.3 - Effect of Termination of the Agreement.
(a) - Regulatory Materials.
(b) - Collaborator License.
(c) - Transition Assistance.
(d) - Remaining Inventories.
13.4 - Other Remedies.
13.5 - Rights in Bankruptcy.
13.6 - Survival.
14.1 - English Language; Governing Law.
14.2 - Disputes.
(a) - Referred From Joint Committee.
(b) - Arising Between the Parties.
14.3 - Patent and Trademark Dispute Resolution.
15.1 - Entire Agreement; Amendment.
15.2 - Force Majeure.
15.3 - Notices.
15.4 - No Strict Construction; Headings.
15.5 - Assignment.
15.6 - Performance by Affiliates.
15.7 - Further Actions.
15.8 - Severability.
15.9 - No Waiver.
15.10 - Independent Contractors.
15.11 - Counterparts.
1.1 - Sale and Issuance of Series E Preferred Stock.
1.2 - Closing.
2 - REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
2.1 - Organization, Good Standing and Qualification.
2.2 - Capitalization and Voting Rights.
(i) - Preferred Stock.
(ii) - Common Stock; Options; Reserved Shares.
2.3 - Authorization.
2.4 - Valid Issuance of Series E Preferred Stock.
2.5 - Governmental Consents.
2.6 - Offering.
2.9 - Permits.
2.10 - Title to Properties and Assets; Liens, Etc.
3 - REPRESENTATIONS AND WARRANTIES OF THE INVESTORS.
2.7 - Litigation.
2.8 - Financial Statements.
3.1 - Authorization.
3.2 - Purchase Entirely for Own Account.
3.3 - Disclosure of Information.
3.4 - Further Limitations on Disposition.
3.5 - Legends.
3.6 - Reliance by Company.
3.7 - No Reliance on Others.
3.8 - Accredited Investor.
4 - CONDITIONS OF INVESTORS OBLIGATIONS AT CLOSING.
4.1 - Representations and Warranties True; Performance of Obligations.
4.2 - Consents, Permits, and Waivers.
4.3 - Filing of Restated Charter.
4.4 - Corporate Documents.
4.5 - Reservation of Conversion Shares.
4.6 - Compliance Certificate.
4.7 - Secretarys Certificate.
4.8 - Investors Rights Agreement.
4.9 - Co-Sale Agreement.
4.10 - Voting Agreement.
5 - CONDITIONS OF THE COMPANYS OBLIGATIONS AT CLOSING.
5.1 - Representations and Warranties True.
5.2 - Performance of Obligations.
5.3 - Filing of Restated Charter.
5.4 - Investors Rights Agreement.
5.5 - Co-Sale Agreement.
5.6 - Voting Agreement.
5.7 - Consents, Permits, and Waivers.
6.1 - Survival of Representations and Warranties.
7.1 - Amendment, Waiver.
8.1 - Notices.
8.2 - Interpretation.
8.3 - Counterparts; Facsimile Delivery.
8.4 - Attorneys Fees.
8.5 - Entire Agreement; Nonassignability; Parties in Interest.
8.6 - Severability.
8.7 - Remedies Cumulative.
8.8 - Governing Law.
8.9 - Rules of Construction.
8.10 - Finders Fee.
8.11 - Expenses.
8.12 - Aggregation of Stock.
8.13 - Delays or Omissions.