ASSISTANCE; TRANSITION; UPSTREAM LICENSE AGREEMENTS Sample Clauses

ASSISTANCE; TRANSITION; UPSTREAM LICENSE AGREEMENTS. Assistance . From and after the Option Effective Date, Agenus shall, and shall cause its Affiliates to, cooperate with Gilead and its designees and provide reasonable assistance to Gilead and its designees to transition Development and Manufacturing activities with respect to Initial Licensed Products to Gilead and its designees to the extent reasonably requested by Gilead, including by: (a) providing Gilead and its designees reasonable assistance with respect to Development, regulatory, and Manufacturing transition matters related to the Initial Licensed Products; and (b) providing Gilead and its designees with reasonable access by teleconference or in‑person (as requested by Gilead) to Agenus personnel (and personnel of its Affiliates and Third Party contractors) involved in Development, regulatory, or Manufacturing matters related to the Initial Licensed Products to assist with the transition and answer questions related to the Initial Licensed Products. Agenus shall provide the assistance described in this Article 8, with qualified personnel and at Gilead’s reasonable request, until [******] (the “Transition Period”); provided, that Agenus shall, and shall cause its Affiliates to, complete the activities assigned to, or otherwise contemplated to be completed by, Agenus under the Tech Transfer Plan which have not been completed as of the expiration of the Transition Period, and shall cooperate in good faith with Gilead and its designees and provide reasonable assistance to Gilead and its designees after expiration of the Transition Period to address any issues arising out of or not addressed by the transition activities contemplated by this Section 8.1, which issues are materially and adversely impacting Gilead’s ability to assume responsibility for the Development and Manufacture of the Initial Licensed Products in accordance with this Agreement. Know-How Transfer . Without limiting the provisions of Section 8.1, as soon as reasonably practicable following the Option Exercise Date (but in no event later than [******] following the Option Exercise Date), the Parties shall agree on and commence performance of a plan (the “Tech Transfer Plan”), pursuant to which Agenus shall promptly, following the Option Effective Date and the Tech Transfer Plan’s agreement and execution, disclose to Gilead and its designees in English, including by providing hard or electronic copies thereof, [******].
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ASSISTANCE; TRANSITION; UPSTREAM LICENSE AGREEMENTS. 48 10.1 Assistance 48 10.2 Know-How Transfer 48 10.3 Licensed Products Inventory Transfer 48 10.4 Assignment of Agreements 48 10.5 Upstream License Agreements 49 ARTICLE 11 FINANCIAL TERMS 49 11.1 Upfront Payment 49 11.2 Research Term Extension Fee 49 11.3 [*] Reservation Fee Per Target 50 11.4 Selection Campaign Fee 50 11.5 Option Fee 50 11.6 Milestones 50 11.7 Sales Milestones 53 11.8 Royalties 54 11.9 Milestone Payment and Royalty Offset for Third Party Payments 56 11.10 Additional Payment Terms 56 11.11 Records; Audit Rights 57 11.12 Upstream License Agreements and Nurix-Third Party Agreements 58 ARTICLE 12 LICENSE; INTELLECTUAL PROPERTY 58 12.1 License Grants 58 12.2 Subcontracting 58 12.3 Sublicensing 58 12.4 No Implied Licenses 59 12.5 Ownership 59 12.6 Prosecution and Maintenance 60 12.7 Enforcement 61 12.8 Defense 63 12.9 Recovery 63 12.10 Trademarks 63 12.11 Patent Extensions 64 ARTICLE 13 CONFIDENTIALITY 64 13.1 Nondisclosure 64 13.2 Exceptions 64 13.3 Authorized Disclosure 65 13.4 Terms of this Agreement 66 13.5 Securities Filings; Disclosure under Applicable Law 66 13.6 Publicity 67 13.7 Publications 67 13.8 Use of Names 68 13.9 Clinical Trials Registry 68 TABLE OF CONTENTS (continued) Page
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ASSISTANCE; TRANSITION; UPSTREAM LICENSE AGREEMENTS. From and after the applicable License Option Effective Date and, with respect solely to the Degrader Products identified in the applicable License Option Exercise Notice (which, for clarity, become Licensed Products upon the License Option Effective Date):
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ASSISTANCE; TRANSITION; UPSTREAM LICENSE AGREEMENTS 
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Related to ASSISTANCE; TRANSITION; UPSTREAM LICENSE AGREEMENTS

  • License Agreements (a) Each Borrower and Guarantor shall (i) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to which it is a party to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that, subject to Section 9.19(b) below, such Borrower or Guarantor may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Borrower or Guarantor; provided, that, such Borrower or Guarantor (as the case may be) shall give Agent not less than thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (iv) give Agent prompt written notice of any material License Agreement entered into by such Borrower or Guarantor after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Agent may request, (v) give Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a notice from such Borrower or Guarantor) a copy of each notice of default and every other notice and other communication received or delivered by such Borrower or Guarantor in connection with any material License Agreement which relates to the right of such Borrower or Guarantor to continue to use the property subject to such License Agreement, and (vi) furnish to Agent, promptly upon the request of Agent, such information and evidence as Agent may reasonably require from time to time concerning the observance, performance and compliance by such Borrower or Guarantor or the other party or parties thereto with the material terms, covenants or provisions of any material License Agreement.

  • Sublicense Agreements Sublicenses shall be granted only pursuant to written agreements, which shall be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect:

  • End User License Agreement This work is licensed under a Creative Commons Attribution-NonCommercial-NoDerivs 3.0 Unported License. xxxx://xxxxxxxxxxxxxxx.xxx/licenses/by-nc-nd/3.0/ You are free to: Share: to copy, distribute and transmit the work Under the following conditions: Attribution: You must attribute the work in the manner specified by the author (but not in any way that suggests that they endorse you or your use of the work).

  • License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.

  • Transition Services Agreement Seller shall have executed and delivered the Transition Services Agreement.

  • Transition Agreement At Closing, Buyer and Seller shall execute the applicable Transition Agreements.

  • Collaboration Agreement The Collaboration Agreement shall not have been terminated in accordance with its terms and shall be in full force and effect.

  • Software License Agreement 1) Customers acquiring software licenses under the Contract shall hold, use and operate such software subject to compliance with the Software License Agreement set forth in Appendix D of this Contract. No changes to the Software License Agreement terms and conditions may be made unless previously agreed to between Vendor and DIR. Customers may not add, delete or alter any of the language in Appendix D; provided however, that a Customer and Vendor may agree to additional terms and conditions that do not diminish a term or condition in the Software License Agreement, or in any manner lessen the rights or protections of Customer or the responsibilities or liabilities of Vendor. Order Fulfiller shall make the Software License Agreement terms and conditions available to all Customers at all times.

  • Third Party Agreements Nothing in this Section 5.3 shall require any Party to violate any Contract or arrangement with any Third Party regarding the confidentiality of confidential and proprietary information relating to that Third Party or its business; provided, however, that in the event that a Party is required under this Section 5.3 to disclose any such information, such Party shall use commercially reasonable efforts to seek to obtain such Third Party’s consent to the disclosure of such information. The Parties also acknowledge that the Other Parties’ Auditors are subject to contractual, legal, professional and regulatory requirements which such auditors are responsible for complying with.

  • Transitional Services Agreement Buyer shall have executed and delivered to Seller, for execution by Seller, the Transitional Services Agreement.

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