Improvement Scope Activities Sample Clauses

Improvement Scope Activities. During the term of the applicable JV Company (meaning that the JV or either or both of the Parties independently is permitted to produce under this Agreement), TOTAL automatically grants to AMYRIS and its Affiliates, as of the date such JV Company is formed because the Management Committee has decided to use a Commercial Strain and Commercial Compound for the production and commercialization of a Product(s), a royalty-free, worldwide, non-exclusive right and license, without the right to sublicense, to Develop such Commercial Strain, Commercial Compounds and Product(s) under (i) TOTAL Included IP, and (ii) TOTAL Owned Collaboration IP, in each case solely to conduct research and development activities within the Improvement Scope (subject to the proper offer of the Improvement Right of First Refusal); provided, however, that such license is subject to the following additional restriction: that AMYRIS automatically grant a royalty-free, worldwide, exclusive right and license (subject to the reserved rights of the Parties to conduct activities consistent with this Agreement), with the right to sublicense, to use any AMYRIS-Owned Improvement Scope IP to the JV Company for its use for the production and commercialization of the relevant Product(s) of the JV Company.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Improvement Scope Activities. During the term of the applicable JV Company (meaning that the JV or either or both of the Parties independently is permitted to produce under this Agreement), AMYRIS automatically grants to TOTAL, as of the date such JV Company is formed because the Management Committee has decided to use a Commercial Strain and Commercial Compound for the production and commercialization of a Product(s), a royalty-free, worldwide, non-exclusive right and license, without the right to sublicense, to Develop such Commercial Strain, Commercial Compounds and Product(s) under (i) AMYRIS Background IP, (ii) AMYRIS Included IP, and (iii) AMYRIS Owned Collaboration IP, in each case solely to conduct research and development activities within the Improvement Scope (subject to the proper offer of the Improvement Right of First Refusal); provided, however, that such license is subject to the following additional restrictions: (A) TOTAL shall automatically grant a royalty-free, worldwide, exclusive right and license (subject to the reserved rights of the Parties to conduct activities consistent with this Agreement), with the right to sublicense, to use any TOTAL-Owned Improvement Scope IP to the JV Company for its use for the production and commercialization of the relevant Product(s) of the JV Company; and (B) TOTAL automatically grant AMYRIS a royalty-free worldwide, non-exclusive right and license, to use any such TOTAL-Owned Improvement Scope IP that is (i) related to the Mevalonate Pathway or (ii) is AMYRIS Tools IP, provided that if AMYRIS utilizes any such TOTAL-Owned Improvement Scope IP for production and commercialization purposes, AMYRIS shall pay TOTAL an appropriate royalty to be determined in good faith by the Parties on a case-by-case basis.
Sample 1Sample 2
Improvement Scope Activities. During the term of the applicable JV Company (meaning that the JV or either or both of the Parties independently is permitted to produce under this Agreement), AMYRIS automatically grants to TOTAL, as of the date such JV Company is formed because the Management Committee has decided to use a Commercial Strain and Commercial Compound for the production and commercialization of a Product(s), a royalty-free, worldwide, non-exclusive right and license, without the right to sublicense, to Develop such Commercial Strain, Commercial Compounds and Product(s) under (i) AMYRIS Background IP, (ii) AMYRIS Included IP, and (iii) AMYRIS Owned Collaboration IP, in each case solely to conduct research and development activities within the Improvement Scope (subject to the proper offer of the Improvement Right of First Refusal); provided, however, that such license is subject to the following additional restrictions: (A) TOTAL shall automatically * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. grant a royalty-free, worldwide, exclusive right and license (subject to the reserved rights of the Parties to conduct activities consistent with this Agreement), with the right to sublicense, to use any TOTAL-Owned Improvement Scope IP to the JV Company for its use for the production and commercialization of the relevant Product(s) of the JV Company; and (B) TOTAL automatically grant AMYRIS a royalty-free worldwide, non-exclusive right and license, to use any such TOTAL-Owned Improvement Scope IP that is (i) related to the Mevalonate Pathway or (ii) is AMYRIS Tools IP, provided that if AMYRIS utilizes any such TOTAL-Owned Improvement Scope IP for production and commercialization purposes, AMYRIS shall pay TOTAL an appropriate royalty to be determined in good faith by the Parties on a case-by-case basis.
Sample 1

Related to Improvement Scope Activities

  • Development Activities NovaDel shall not be required to commence any Development Activities until Licensee has paid at least twenty-five percent (25%) of the non-refundable License Fee described in Section 4.4.

  • Project Scope This section should contain SOW summary information including: o Project definition and expected duration o Project goals, objectives, o Priorities & expectations o Project approach & responsibilities o Overall coordination and assumptions

  • Development Schedule The schedule for design and development of the "BASE BUILDING WORK" (as defined below) and the "TENANT IMPROVEMENTS" (as defined below), including, without limitation, the time periods for preparation, delivery, review, and approval of construction documents and performance pursuant to such documents, shall be in accordance with the Development Schedule attached hereto as Schedule A, subject to adjustment as mutually agreed by the parties in writing or as provided in this Work Letter (the "DEVELOPMENT SCHEDULE").

  • Development Work Do, or cause to be done, such development and other work as may be reasonably necessary to protect from diminution and production capacity of the Mortgaged Property and each producing well thereon.

  • Initial Improvements Subtenant may, at its option and subject to the provisions of the Prime Lease, including, without limitation, Article 8 thereof, complete certain initial improvements to prepare the Demised Premises for Subtenant’s occupancy thereof as described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B (the “Initial Improvements”), at Subtenant’s sole cost and expense without any contribution or improvement allowance from Sublandlord described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B); provided, however, Subtenant shall not make or permit anyone to make any Initial Improvements without the prior written consent of Sublandlord, which shall not be unreasonably withheld or delayed, and of Prime Landlord in accordance with the Prime Lease. In connection with the foregoing, Subtenant shall submit to Sublandlord, for prior written approval by Sublandlord, which shall not be unreasonably withheld or delayed, and Prime Landlord, complete plans and specifications for any and all Initial Improvements; including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systems, or other personal property for Subtenant or the Demised Premises or the installation or placement of any of the foregoing within the Demised Premises or with the project management for the performance of the Initial Improvements (collectively, “Subtenant’s Personal Property and Services”), shall be paid for by and be the sole responsibility of Subtenant. Sublandlord acknowledges and agrees that Subtenant shall not be required to remove any Initial Improvements upon the expiration or earlier termination of this Sublease unless the removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime Landlord the costs of any removal of any Initial Improvements pursuant to Section 8(e) of the Prime Lease.

  • Budget For Tenant Improvements A preliminary detailed breakdown by trade of the costs incurred or that will be incurred in connection with the design and construction of the Tenant Improvements is set forth on Schedule 3 attached hereto (the “Budget”). The Budget is based upon the TI Construction Drawings approved by Tenant and shall include a payment to Landlord of administrative rent (“Administrative Rent”) equal to 1.5% of the TI Costs, which Administrative Rent shall include, without limitation, all out-of-pocket costs, expenses and fees incurred by or on behalf of Landlord arising from, out of, or in connection with monitoring the construction of the Tenant Improvements and Changes, and shall be payable out of the TI Fund. Landlord shall provide Tenant with a final Budget promptly following approval of the TI Construction Drawings by Landlord and Tenant. The Budget shall be subject to Tenant’s review and approval which approval shall not be unreasonably withheld, conditioned or delayed by Tenant. Tenant shall have the right to approve any use of the contingency in the Budget by Landlord; provided, however, that, Tenant’s approval shall not be unreasonably withheld, conditioned or delayed, and the contingency shall not be available for use by Tenant for any Changes until all unforeseen conditions, changes to resulting from governmental agencies and the like have first been paid for out of the contingency.

  • Research Plan The Parties recognize that the Research Plan describes the collaborative research and development activities they will undertake and that interim research goals set forth in the Research Plan are good faith guidelines. Should events occur that require modification of these goals, then by mutual agreement the Parties can modify them through an amendment, according to Paragraph 13.6.

  • Research Plans The Research Plan for the [***] Designated Target is attached as Schedule 2.2.3-1. Subsequent Research Plans agreed upon in accordance with Section 2.4.2.4 will be attached as additional sequentially numbered schedules (Schedule 2.2.3-2, Schedule 2.2.3-3, etc.).

  • Outside Activities Subject to the Articles of Incorporation and any agreements entered into by the General Partner or its Affiliates with the Partnership or a Subsidiary, any officer, director, employee, agent, trustee, Affiliate or stockholder of the General Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities substantially similar or identical to those of the Partnership. Neither the Partnership nor any of the Limited Partners shall have any rights by virtue of this Agreement in any such business ventures, interest or activities. None of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any such business ventures, interests or activities, and the General Partner shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures, interests and activities to the Partnership or any Limited Partner, even if such opportunity is of a character which, if presented to the Partnership or any Limited Partner, could be taken by such Person.

  • Commercialization Activities Within North America, the Parties will use Commercially Reasonable Efforts to Commercialize Licensed Products in the Field. In addition, within North America and subject to Section 2.7.6, the Parties will use Commercially Reasonable Efforts to conduct the Commercialization activities assigned to them pursuant to the Commercialization Plan/Budget, including the performance of detailing in accordance therewith. In conducting the Commercialization activities, the Parties will comply with all Applicable Laws, applicable industry professional standards and compliance policies of Celgene which have been previously furnished to Acceleron, as the same may be updated from time to time and provided to Acceleron. Neither Party shall make any claims or statements with respect to the Licensed Products that are not strictly consistent with the product labeling and the sales and marketing materials approved for use pursuant to the Commercialization Plan/Budget.

Time is Money Join Law Insider Premium to draft better contracts faster.