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DOCUMENT TITLE:  COLLABORATION AND LICENSE AGREEMENT .
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ARTICLE 2 - GRANT OF LICENSE
2.2 - License to BLS.
(a) - Right to Sublicense.
(b) - Distribution Agreements; Sublicenses.
(a) - Rights Reserved.
(b) - Additional License Grant to ACADIA.
(a) - Mutual Covenant.
(a) - Establishment.
(b) - Duties.
(a) - Membership.
(b) - Withdrawal.
3.3 - Meetings.
(a) - Vote Required.
(b) - Development Plan Dispute.
(c) - Decision by Development Committee.
(d) - Limitations.
3.5 - Minutes.
3.6 - Expenses.
3.7 - Subcommittees.
3.8 - Scope of Governance.
4.1 - Development Plans.
(a) - Compliance with Development Plan and Applicable Laws.
(b) - Diligence.
(c) - Information Regarding Development Activities.
4.3 - ACADIA Studies.
(a) - Other Development Activities.
(b) - Additional Pre-NDA PDP Studies.
(c) - Additional Post-NDA PDP Studies.
(a) - First Clinical Trial.
(b) - Additional Studies After First Clinical Trial.
4.6 - Development Activities in Third Indication.
(a) - Conduct of Regulatory Activities.
(b) - United States.
(c) - Canada.
(d) - BLSs Right of Reference.
(e) - ACADIAs Right of Reference.
(f) - Permitted Licensees Data Right and Right of Reference.
(g) - Pharmacovigilance.
(a) - Funding Obligation.
(b) - Payment.
(c) - Audit.
4.9 - Transfer of Know-How.
4.10 - Use of Subcontractors.
4.11 - Materials Transfer.
4.12 - ACADIAs Development Efforts Outside the Territory or Outside the Field.
(a) - BLS Responsibilities.
(b) - Commercialization Plan.
(c) - Diligence.
5.2 - ACADIA Co-Promotion Option.
(a) - In the Territory.
(b) - BLSs Supply Right.
5.4 - Territory Compliance.
6.1 - Initial Payment.
6.2 - Milestone Payments.
(a) - Royalty Rate.
(b) - Third Party Licenses.
(c) - Generic Competition.
(d) - Royalty Term.
(e) - One Royalty.
7.1 - Payment Method.
7.2 - Payment Currency:
(a) - United States Dollars.
(b) - Currency Conversion.
(a) - Cooperation and Coordination.
(b) - Payment of Tax.
7.4 - Records.
7.5 - Audits.
7.6 - Financial Reporting and Auditing Cooperation.
7.7 - Late Payments.
8.1 - Confidential Information.
8.2 - Exceptions.
8.3 - Permitted Disclosures.
8.5 - Public Announcements.
8.6 - Publication of the Product Information.
8.7 - Prior Non-Disclosure Agreements.
(a) - ACADIA Technology and BLS Technology.
(b) - Inventions.
(i) - Initial Responsibility.
(i) - Initial Responsibility.
(i) - Initial Responsibility.
(ii) - Option of BLS to Prosecute, Maintain and Enforce.
(ii) - Option of ACADIA to Prosecute, Maintain and Enforce.
(ii) - Cooperation.
(iv) - BLS Declines Responsibility.
(a) - Notice.
(b) - ACADIA Patents.
(c) - BLS Patents.
(d) - Joint Patents.
(e) - Cooperation.
9.4 - Infringement of Third Party Rights.
9.5 - Consent for Settlement.
9.6 - Patent Term Extensions.
9.7 - Paragraph IV Notices.
9.8 - Orange Book Listing.
9.9 - Trademarks.
10.1 - Mutual Representations, Warranties and Covenants.
(a) - Duly Organized.
(b) - Due Authorization; Binding Agreement.
(c) - Consents.
(d) - No Conflicting Grant of Rights.
(e) - Employee/Contractor Agreements.
(f) - Debarment.
(g) - No Actions.
10.2 - Representations, Warranties and Covenants of ACADIA.
(a) - Right to Grant License.
(b) - Scope of License.
(c) - Patent Status.
(d) - Non-Infringement by Third Parties.
(e) - Non-Infringement of Third Party Rights.
(f) - Non-Action or Claim.
(g) - No Conflicting Agreement.
(h) - Employee Agreements.
(i) - No Governmental Funding.
(j) - Additional Legal Compliance.
(k) - License Agreement.
10.3 - Disclaimer.
11.1 - Indemnification of ACADIA.
11.2 - Indemnification of BLS.
11.3 - Procedure.
11.4 - Insurance.
12.1 - Term.
12.2 - Early Termination.
(a) - Voluntary Termination.
(c) - Termination for Safety Reasons.
(d) - Termination for Patent Challenges.
12.4 - Other ACADIA Termination Right.
12.6 - Adjudication of Material Breach.
13.1 - Accrued Obligations.
(a) - Winding-Down of Development Activities.
(a) - Winding-Down of Development Activities.
(c) - Clinical Supply.
(d) - Supply.
(e) - Transition.
(d) - License.
13.5 - Effects of Termination for Cause by ACADIA or Termination by BLS Voluntarily.
(f) - Customer Agreements.
(b) - Inventory.
(g) - License.
13.6 - Effects of Termination for Cause by BLS.
(b) - Termination of Licenses.
(d) - Termination Assistance.
13.7 - Rights Upon Bankruptcy.
13.8 - Return of Confidential Information.
13.9 - Survival.
14.1 - Dispute Resolution Process.
14.2 - Governing Law; Litigation; Exclusive Venue.
15.1 - Intervening Events.
(a) - Notification.
(b) - Efforts to Overcome.
(c) - Keeping the Other Informed.
15.2 - Waiver of Breach.
15.3 - Further Actions.
15.4 - Performance by Affiliates.
15.5 - Modification.
15.6 - Severability.
15.7 - Entire Agreement.
15.8 - Language.
15.9 - Notices.
15.14 - Limitation of Liability.
16.1 - Export Laws.
15.10 - Assignment.
15.11 - No Partnership or Joint Venture.
15.12 - Interpretation.
15.13 - Counterparts.
16.2 - Securities Laws.
16.3 - Certain Payments.
1.2 - Sales Operation Plan.
1.3 - Changes to the Sales Operation Plan.
(b) - Performance Bonus.
1.1 - Exercise of Co-Promotion Option.
1.4 - Sales Efforts.
1.5 - Sales Force of ACADIA.
(a) - Product Detail Fee.
(a) - Qualifications.
(b) - Training.
(c) - Timing.
(d) - ACADIA Salaries and Wages.
(e) - Support.
(f) - No Employment by BLS or the Distributor.
(g) - BLS and the Distributor Benefit Plans.
(h) - Management of Sales Representatives.
1.8 - ACADIA Duties and Obligations.
1.9 - Promotional Materials.
(e) - The Distributor shall provide to ACADIA all Core Promotional Materials to be issued to ACADIAs Sales Representatives.
1.10 - Use of Trademarks.
1.11 - Samples
1.12 - Medical Information.
1.13 - Supply and Returns.
1.14 - Regulatory Matters.
1.15 - Reports and Audit Rights.
1.16 - Financial Reports.
1.17 - ACADIAs Other Promotional Activities.
(a) - BLS Termination Under Agreement.
(b) - ACADIA Termination Right.
(c) - Distributor Termination Right.
(d) - Mutual Termination.
(e) - Consequences of Termination of Co-Promotion Right.