Genentech Clause Samples

Genentech. Genentech shall require all of its employees, contractors and agents, and any Affiliates and Third Parties working on its behalf under this Agreement (and their respective employees, contractors and agents), to assign to Genentech any Program IP Rights and Genentech IP Rights, created, discovered, conceived or reduced to practice by such employees, contractors or agents or Affiliates or Third Parties.

Genentech. Genentech shall perform its obligations under each Research Program using such number of Genentech FTEs as it deems appropriate to conduct activities delegated to it under such Research Program.

Genentech. As between the Parties, Genentech shall solely own (a) the Genentech IP (other than Program IP) and (b) Genentech Core Inventions; and

Genentech. Genentech shall be the Sponsor of the Study. Genentech shall conduct, and use commercially reasonable efforts to cause all Project Participants to conduct and complete, the Study in accordance with this Agreement, the Genentech Protocol and Applicable Law. Genentech shall be responsible for obtaining all approvals and clearances necessary to conduct the Study, including approvals from Regulatory Authorities and IRBs and customs clearances. Genentech is solely responsible for the performance and conduct of the Project Participants, including monitoring the conduct of the Study at the Participating Sites. In no event shall Corvus or any of its Affiliates be deemed a Sponsor of the Study.

Genentech. In July 2016, the ECJ gave a ruling on a question from the Paris Court of Appeal as regards competition law and patent licences.101 The case arose from an arbitration which had been appealed to the French courts. Genentech had entered into a patent licensing agreement with Behringswerke, a company subsequently taken over by Sanofi-Aventis, for a worldwide non-exclusive licence to use a patented “cytomegalovirus enhancer” to make a product used for 91 Opinion of ▇.▇. ▇▇▇▇▇▇▇▇ in VM Remonts EU:C:2015:797. 92 Opinion of ▇.▇. ▇▇▇▇▇▇▇▇ in VM Remonts EU:C:2015:797 at [63]. 93 Opinion of ▇.▇. ▇▇▇▇▇▇▇▇ in VM Remonts EU:C:2015:797 at [65]. 94 Opinion of ▇.▇. ▇▇▇▇▇▇▇▇ in VM Remonts EU:C:2015:797 at [69]. 95 Opinion of ▇.▇. ▇▇▇▇▇▇▇▇ in VM Remonts EU:C:2015:797 at [70]. 96 Opinion of ▇.▇. ▇▇▇▇▇▇▇▇ in VM Remonts EU:C:2015:797 at [25]. 97 Opinion of ▇.▇. ▇▇▇▇▇▇▇▇ in VM Remonts EU:C:2015:797 at [27].

Genentech. Genentech hereby represents and warrants to OSI that: 11.1.1 Genentech has the corporate power and authority and the legal right to enter into this Agreement and to perform its obligations under this Agreement; and 11.1.2 to the best of its knowledge after reasonable inquiry, Genentech has a sufficient number of employees with such expertise and experience as is necessary or appropriate to fulfill its obligations set forth in this Agreement.

Genentech. The chairman will call and chair meetings of the Joint Commercialization Committee which will be held at GENENTECH's facilities unless mutually agreed otherwise or by video conference where feasible.

Genentech. Genentech shall require all of its employees, contractors and agents, and any Affiliates and Third Parties working on its behalf under this Agreement (and their respective employees, contractors and agents), to assign to Genentech Know-How and other intellectual property (together with all Patents and other intellectual property rights CONFIDENTIALEXECUTION COPY therein) developed, conceived, or reduced to practice by such employees, contractors or agents or Affiliates or Third Parties; provided, that, in the case of any such Third Parties, to the extent that an assignment of such intellectual property cannot be obtained, then licenses sufficient to enable the Development, Commercialization and Manufacturing of Collaboration Constructs and Collaboration Products hereunder shall satisfy the obligations of this Section 10.3.2. Genentech hereby assigns to Xencor any and all rights, title, or interest that Genentech may have in any Xencor Core Invention and [***].

Genentech. Genentech hereby represents and warrants to Wyeth that: 16.1.1 As of the Effective Date, and without expanding any representation and warranty set forth in this Section 16.1, Genentech owns or has sufficient right, title or interest in and to the Working Cell Bank, Genentech Confidential Information (including, without limitation, the Manufacturing Documentation), and all information to be supplied by Genentech to Wyeth under any of the Transaction Agreements to supply the same to Wyeth for Wyeth's use in accordance with the terms and conditions of the Transaction Agreements; 16.1.2 Except as otherwise disclosed to Wyeth by Genentech as of the Effective Date, to the actual knowledge of members of the Genentech legal department as of the Effective Date, without a duty of inquiry and without conducting any additional inquiry with respect to this Agreement, there is no lawsuit pending against Genentech in the Territory that alleges patent infringement by the manufacture or sale of the Product, the use of the Manufacturing Process or the use or propagation of any of the Genentech Proprietary Materials or Raw Materials (to the extent such use or propagation is undertaken as part of performing the Manufacturing Process); 16.1.3 Except as otherwise disclosed to Wyeth by Genentech as of the Effective Date, to the actual knowledge of members of the Genentech legal department as of the Effective Date, without a duty of inquiry and without conducting any additional inquiry with respect to this Agreement, Genentech has not received written notice alleging infringement of a Third Party patent by the manufacture or sale of the Product; 16.1.4 To the actual knowledge of members of the Genentech legal department as of the Effective Date, without a duty of inquiry and without conducting any additional inquiry with respect to this Agreement, the manufacture, use or sale of the Product, the use of the Manufacturing Process (including the use or propagation of any of the Genentech Proprietary Materials or the Raw Materials to the extent such use or propagation is undertaken as part of performing the Manufacturing Process) do not infringe any issued United States patent owned or controlled by any Third Party; 16.1.5 To the actual knowledge of members of the Genentech legal department as of the Effective Date, without a duty of inquiry and without conducting any additional inquiry with respect to this Agreement, based upon the scope of claims and content of such patent applicat...