By Acuitas Clause Samples
The "By Acuitas" clause designates actions, obligations, or rights that are specifically to be performed or exercised by Acuitas, a party to the agreement. In practice, this clause clarifies which responsibilities or decisions within the contract are assigned to Acuitas, such as providing notices, making payments, or delivering certain services. Its core function is to ensure clarity and prevent ambiguity regarding which party is responsible for particular contractual duties, thereby reducing the risk of disputes.
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By Acuitas. If Acuitas elects not (i) to file, prosecute or maintain any LNP Technology Patents (including filing a divisional application for any LNP Technology Patents)for which it is responsible under Section 6.1 in any particular country before the applicable filing deadline or continue such activities once filed in a particular country, or (ii) to pay the Patent Costs associated with prosecution or maintenance of any such LNP Technology Patents then in each such case Acuitas will so notify BioNTech, promptly in writing and in good time to enable Acuitas to meet any deadlines by which an action must be taken to preserve such LNP Technology Patent in such country, if BioNTech so requests. Upon receipt of each such notice by Acuitas, BioNTech will have the right, but not the obligation, to notify Acuitas in writing on a timely basis that Acuitas should continue the prosecution and/or maintenance and/or file divisional application of such LNP Technology Patent in the respective country, and thereafter, Acuitas would prosecute and maintain such LNP Technology Patent in such country at the sole direction of BioNTech, Acuitas would make available to BioNTech all documentation and correspondence with respect to such Acuitas LNP Technology Patent, and BioNTech would compensate the reasonable Patent Costs incurred by Acuitas in connection with such efforts, i.e., Patent Costs which Acuitas would not have had incurred if it had elected not to file, prosecute or maintain the respective Acuitas LNP Technology Patent. BioNTech’s license to such Acuitas LNP Technology Patent hereunder under Section 2.1 will be, irrevocable and royalty free, and such Acuitas LNP Technology Patent will thereafter no longer be part of the Acuitas LNP Technology in such country for purposes of this License Agreement. BioNTech is entitled to discontinue the payment of Patent Costs for any LNP Technology Patents at any time, provided that it will so notify Acuitas in writing in time for such discontinuance.
By Acuitas. Subject to the terms and conditions of this Agreement, Acuitas hereby grants to Verve (and to its Affiliates) a worldwide, non-exclusive, royalty-free license under the Acuitas LNP Technology, solely to the extent necessary to enable Verve (and its Affiliates) to perform its activities set forth in the Workplan and for no other purpose. The foregoing license shall not include the right to grant sublicenses, except to permitted Collaboration Partners and Contract Research Organizations in accordance with Sections 3.1(i) and 3.1(h).
By Acuitas. Subject to the terms and conditions of this Agreement, Acuitas hereby grants to Omega (and to its Affiliates) a worldwide, non-exclusive, royalty-free license under the Acuitas LNP Technology, solely to the extent necessary to enable Omega (and its Affiliates) to perform its activities set forth in the Workplan and for no other purpose. The foregoing license will not include the right to grant sublicenses, except to permitted Collaboration Partners and Contract Research Organizations in accordance with Sections 3.1(i) and 3.1(h).
By Acuitas. Subject to the terms and conditions of this Agreement, Acuitas hereby grants to CureVac a worldwide, non-exclusive license under the Acuitas LNP Technology, solely to the extent needed to enable CureVac to perform its activities set forth in the Work Plan and for no other purpose. The foregoing licenses shall not include the right to grant sublicenses, except to Affiliates of CureVac, to Approved Partners or to permitted subcontractors in accordance with Section 3.4.
By Acuitas. Subject to the terms and conditions of this Agreement, Acuitas hereby grants to GreenLight (and to its Affiliates) (i) a worldwide, non-exclusive, royalty-free license under the Acuitas Technology, solely to the extent necessary to enable GreenLight (and its Affiliates) to perform its activities set forth in the Workplan and for no other purpose, which license shall not include the right to grant sublicenses, except to permitted Collaboration Partners and Permitted Subcontractors in accordance with Sections 3.1(h) and 3.1(i).