Examples of SELECTED PRODUCT in a sentence
Except as explicitly set forth in this Agreement, any other Selected Product License Agreement(s) and the Option Agreement, neither Party shall be deemed by estoppel or implication to have granted the other Party any license or other right to any intellectual property of such Party.
This Agreement, including the Exhibits hereto, any other Selected Product License Agreements and the Option Agreement, sets forth the complete, final and exclusive agreement and all the covenants, promises, agreements, warranties, representations, conditions and understandings between the Parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings between the Parties with respect to the subject matter hereof.
The Parties have previously entered into that certain Option and License Agreement, dated as of September 4, 2019 (as may be amended, the “Option Agreement”), pursuant to which, among other things, GCLC has granted to Artiva an exclusive option to obtain an exclusive license under Selected Product Technology to develop, manufacture and commercialize Selected Products in the Field in the Territory (each term as defined in the Option Agreement) (the “Option”).
GCLC hereby confirms that such Arising Intellectual Property (including, without limitation, Work Product and Results) that fall within the definition of GCLC Core Technology or Selected Product Technology are included in the licenses granted to Artiva under the Master Agreement and the applicable Selected Product License Agreement, respectively.
Subject to the rights and licenses granted under this Agreement, any other Selected Product License Agreement and the Option Agreement, each Party shall be entitled to practice, grant licenses to, assign and exploit the Additional Joint Inventions and Additional Joint Patents without the duty of accounting or seeking consent from the other Party within the Party’s respective territory.
Artiva shall provide, at no cost to GCLC, the applicable materials necessary for performance of a Project as specified in the applicable Work Order, which may include, without limitation, Artiva Selected Product (collectively, “Materials”), in amounts sufficient for the conduct of the Project.
When the JSC determines that a Selected Product qualifies as an Option Candidate, the provisions of Section 5 shall apply to such Option Candidate.
However, in its use of the Work Products and/or Arising Intellectual Property with or towards any third party, Artiva shall clearly indicate that the ownership of any and all intellectual property rights thereof belongs to GCLC if and as required by the Master Agreement and/or Selected Product License Agreement.
In addition, if it would benefit the contemplated development program for an Exercised Selected Product for development activities to be conducted by or on behalf of Artiva in specific countries in Asia, Australia and New Zealand, Artiva and GCLC will discuss in good faith the possibility of a co-development collaboration for such Exercised Selected Product.
Subject to the rights and licenses granted under this Agreement and any Selected Product License Agreement, each Party shall be entitled to practice, grant licenses to, assign and exploit the Joint Inventions and Joint Patents without the duty of accounting or seeking consent from the other Party.