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DOCUMENT TITLE:  COLLABORATION AGREEMENTBY AND BETWEEN PGX HEALTH , LLC .
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Clause Heading
2.1 - License to CRXX.
2.2 - License to PGx.
2.3 - PGx Retained Rights.
2.4 - No Non-Permitted Use.
2.5 - No Other Licenses.
2.6 - Sublicense Agreements.
(d) - Monitor the Development of Product in the Field in the Territory against the Development Plan;
(g) - Monitor the Commercialization of Product in the Territory against the Commercialization Plan;
3.4 - Areas Outside the JSCs Authority.
(b) - Failure to Reach Consensus.
3.6 - Subcommittees.
3.7 - Operating Principles.
3.8 - Termination of JSC.
4.1 - Overview.
(a) - Scope.
(b) - Initial Development Plan.
(c) - Updates to the Development Plans.
4.3 - Materials Transfer.
4.4 - Diligent Development.
4.5 - Development Reports.
4.6 - Standards of Conduct.
4.7 - Development Expenses.
4.9 - License Development Reports.
5.2 - Product Withdrawals and Recalls.
6.1 - General.
6.3 - Diligent Commercialization.
6.4 - Commercialization Reports.
6.5 - Commercialization Standards of Conduct.
6.6 - License Commercialization Reports.
7.1 - Manufacturing Responsibility.
7.3 - Supply of Product to CRXX.
8.1 - License Fee.
8.2 - Development and Regulatory Milestone Payments.
8.3 - Commercialization Milestone Payments.
8.4 - Royalties.
(c) - Know-How Royalty.
(d) - Royalty Term.
(e) - Royalty Payments and Reports.
(b) - Payment.
(b) - Payment of Tax.
8.8 - Blocked Currency.
8.9 - Foreign Exchange.
8.10 - Late Payments.
8.11 - Financial Records; Audits.
9.1 - Ownership of Inventions.
9.2 - Disclosure of Inventions.
(b) - CRXX Patents Other Than Joint Patents.
(c) - Joint Patents.
(d) - Cooperation in Prosecution.
(e) - Patent Expenses.
(b) - Enforcement Rights No Co-Development.
(c) - Enforcement Rights Co-Development.
(d) - Settlement.
(e) - PGx Patents Licensed from Third Parties.
(f) - CRXX Patents Licensed from Third Parties.
9.5 - Patent Marking.
9.6 - Employee Obligations.
9.7 - Trademarks.
10.1 - Mutual Representations and Warranties.
(a) - Corporate Existence and Power.
(b) - Authority and Binding Agreement.
(c) - No Conflict.
(d) - No Debarment.
(e) - Notice of Infringement or Misappropriation.
10.2 - Disclaimer.
10.3 - No Other Representations or Warranties.
11.1 - Indemnification by PGx.
11.2 - Indemnification by CRXX.
11.3 - Indemnification Procedures.
11.4 - Third Party Claims Related to Products.
11.5 - Limitation of Liability.
11.6 - Insurance.
12.1 - Confidentiality.
12.2 - Authorized Disclosure.
12.4 - Publications.
13.1 - Term.
13.2 - Termination by CRXX at Will.
(b) - Diligence Breach.
(c) - Disputed Breach.
13.4 - Termination for Patent Challenge.
13.5 - Effect of Termination of the Agreement.
(a) - Licenses.
(d) - Transition Assistance.
(e) - Remaining Inventories.
14.1 - Disputes.
(a) - Referred From Joint Steering Committee.
(f) - Confidential Information.
13.6 - Other Remedies.
13.7 - Rights in Bankruptcy.
13.8 - Survival.
(b) - Arising Between the Parties.
14.2 - Arbitration.
14.3 - Arbitrator.
14.4 - Governing Law.
14.5 - Decision.
14.11 - Jurisdiction.
14.6 - Award.
14.7 - Costs.
14.8 - Injunctive Relief.
14.9 - Confidentiality.
14.10 - Survivability.
14.12 - Patent and Trademark Disputes.
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 - Compliance with Applicable Law.
15.9 - Severability.
15.10 - No Waiver.
15.11 - Independent Contractors.
15.12 - Counterparts.
9 - NO DUPLICATION.