License Grants. (a) IXSYS hereby grants to MEDIMMUNE and MEDIMMUNE hereby accepts from IXSYS a sole and exclusive right and license (or sublicense, as applicable) for the LICENSED TERRITORY (i) under and to IXSYS PATENTS and IXSYS KNOW-HOW to research, develop, make, have made, use, import, export and sell, offer to sell or have sold PRODUCTS and (ii) to make, have made and use (a) (i). Notwithstanding anything to the contrary in this Agreement, the rights and licenses granted to MEDIMMUNE under this Agreement exclude any right or license (express or implied) under any IXSYS patent rights or know-how regarding the generation, discovery or modification of antibody libraries, antibodies or fragments thereof, generally. (b) To the extent that the rights and licenses granted to MEDIMMUNE under Section 3.1(a) is a sublicense under an IXSYS LICENSE AGREEMENT, the rights, and licenses granted to MEDIMMUNE under such sublicense are limited to the extent that IXSYS is licensed under the IXSYS LICENSE AGREEMENT and such sublicense is subject to the terms, conditions and restrictions of the IXSYS LICENSE AGREEMENT that are applicable to a sublicense thereunder. MEDIMMUNE shall not take or omit to take any action the effect of which would cause IXSYS to be in breach of IXSYS' obligations under the IXSYS LICENSE AGREEMENTS (without regard to any applicable cure or notice requirements thereof). 3.2 MEDIMMUNE shall have the right to grant sublicenses under the licenses and sublicenses granted under Section 3.1 to its AFFILIATES and THIRD PARTIES (with the right to grant further sublicenses, subject to any terms, conditions and restrictions on further sublicensing under IXSYS LICENSE AGREEMENTS). MEDIMMUNE shall deliver to IXSYS a copy of each such sublicense promptly after execution of the same. Each such sublicense shall be subject to the terms and conditions of this Agreement. 3.3 The licenses granted hereunder include the right of MEDIMMUNE, its AFFILIATES and SUBLICENSEES to grant to the purchaser thereof the right to use and/or resell a purchased PRODUCT for which a royalty has been paid hereunder on NET SALES of such PRODUCT (determined in accordance with Section 1.9), without payment of any further royalty to IXSYS. 3.4 The provisions of Section 11.3(b) set forth MEDIMMUNE's only diligence obligations to IXSYS with respect to research, development and commercialization of PRODUCT, and the sole and exclusive remedy for failure to meet such obligations. 3.5 IXSYS acknowledges that MEDIMMUNE is in the business of developing, manufacturing and selling of medical processes and products and that nothing in this Agreement shall be construed as restricting such business or imposing on MEDIMMUNE the duty to market, and/or sell and exploit PRODUCT for which royalties are due hereunder to the exclusion of or in preference to any other product or process. 3.6 Subject to Section 11.3(b), MEDIMMUNE shall have sole discretion for making all decisions relating to the commercialization and marketing of PRODUCT. 3.7 Except as otherwise expressly provided in this Agreement, or the parties otherwise expressly agree in writing, neither party shall obtain any right or license in any patent rights, know-how, materials or technology of the other party (by implication, estoppel or otherwise) for any purpose. 3.8 IXSYS shall in good faith request that its licensor under each IXSYS LICENSE AGREEMENT provide the consent of Appendix C.
Appears in 1 contract
License Grants. (a) IXSYS hereby grants to MEDIMMUNE and MEDIMMUNE hereby accepts from IXSYS a sole and exclusive right and license (or sublicense, as applicable) for the LICENSED TERRITORY (i) under and to IXSYS PATENTS and IXSYS KNOW-HOW to research, develop, make, have made, use, import, export and sell, offer to sell or have sold PRODUCTS and (ii) to make, have made and useuse the MATERIALS for all of the purposes of 3.1
(a) (i). Notwithstanding anything to the contrary in this Agreement, the rights and licenses granted to MEDIMMUNE under this Agreement exclude any right or license (express or implied) under any IXSYS patent rights or know-how regarding the generation, discovery or modification of antibody libraries, antibodies or fragments thereof, generally.
(b) To the extent that the rights and licenses granted to MEDIMMUNE under Section 3.1(a) is a sublicense under an IXSYS LICENSE AGREEMENT, the rights, and licenses granted to MEDIMMUNE under such sublicense are limited to the extent that IXSYS is licensed under the IXSYS LICENSE AGREEMENT and such sublicense is subject to the terms, conditions and restrictions of the IXSYS LICENSE AGREEMENT that are applicable to a sublicense thereunder. MEDIMMUNE shall not take or omit to take any action the effect of which would cause IXSYS to be in breach of IXSYS' obligations under the IXSYS LICENSE AGREEMENTS (without regard to any applicable cure or notice requirements thereof).
3.2 MEDIMMUNE shall have the right to grant sublicenses under *** CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION -5- 6 the licenses and sublicenses granted under Section 3.1 to its AFFILIATES and THIRD PARTIES (with the right to grant further sublicenses, subject to any terms, conditions and restrictions on further sublicensing under IXSYS LICENSE AGREEMENTS). MEDIMMUNE shall deliver to IXSYS a copy of each such sublicense promptly after execution of the same. Each such sublicense shall be subject to the terms and conditions of this Agreement.
3.3 The licenses granted hereunder include the right of MEDIMMUNE, its AFFILIATES and SUBLICENSEES to grant to the purchaser thereof the right to use and/or resell a purchased PRODUCT for which a royalty has been paid hereunder on NET SALES of such PRODUCT (determined in accordance with Section 1.9), without payment of any further royalty to IXSYS.
3.4 The provisions of Section 11.3(b) set forth MEDIMMUNE's only diligence obligations to IXSYS with respect to research, development and commercialization of PRODUCT, and the sole and exclusive remedy for failure to meet such obligations.
3.5 IXSYS acknowledges that MEDIMMUNE is in the business of developing, manufacturing and selling of medical processes and products and that nothing in this Agreement shall be construed as restricting such business or imposing on MEDIMMUNE the duty to market, and/or sell and exploit PRODUCT for which royalties are due hereunder to the exclusion of or in preference to any other product or process.
3.6 Subject to Section 11.3(b), MEDIMMUNE shall have sole discretion for making all decisions relating to the commercialization and marketing of PRODUCT.
3.7 Except as otherwise expressly provided in this Agreement, or the parties otherwise expressly agree in writing, neither party shall obtain any right or license in any patent rights, know-how, materials or technology of the other party (by implication, estoppel or otherwise) for any purpose.
3.8 IXSYS shall in good faith request that its licensor under each IXSYS LICENSE AGREEMENT provide the consent of Appendix C.
Appears in 1 contract
Sources: License Agreement (Applied Molecular Evolution Inc)
License Grants. (a) IXSYS hereby grants to MEDIMMUNE and MEDIMMUNE hereby accepts from IXSYS a sole and exclusive right and license (or sublicense, as applicable) for the LICENSED TERRITORY (i) under and to IXSYS PATENTS and IXSYS KNOW-HOW to research, develop, make, have made, use, import, export and sell, offer to sell or have sold PRODUCTS and (ii) to make, have made and use
(a) (i). Notwithstanding anything to the contrary in this Agreement, the rights and licenses granted to MEDIMMUNE under this Agreement exclude any right or license (express or implied) under any IXSYS patent rights or know-how regarding the generation, discovery or modification of antibody libraries, antibodies or fragments thereof, generally.
(b) To the extent that the rights and licenses granted to MEDIMMUNE under Section 3.1(a) is a sublicense under an IXSYS LICENSE AGREEMENT, the rights, and licenses granted to MEDIMMUNE under such sublicense are limited to the extent that IXSYS is licensed under the IXSYS LICENSE AGREEMENT and such sublicense is subject to the terms, conditions and restrictions of the IXSYS LICENSE AGREEMENT that are applicable to a sublicense thereunder. MEDIMMUNE shall not take or omit to take any action the effect of which would cause IXSYS to be in breach of IXSYS' obligations under the IXSYS LICENSE AGREEMENTS (without regard to any applicable cure or notice requirements thereof).
3.2 MEDIMMUNE shall have the right to grant sublicenses under the licenses and sublicenses granted under Section 3.1 to its AFFILIATES and THIRD PARTIES (with the right to grant further sublicenses, subject to any terms, conditions and restrictions on further sublicensing under IXSYS LICENSE AGREEMENTS). MEDIMMUNE shall deliver to IXSYS a copy of each such sublicense promptly after execution of the same. Each such sublicense shall be subject Subject to the terms and conditions of this Agreement.
3.3 The licenses granted hereunder include the right , Chroma hereby grants, and shall cause each of MEDIMMUNE, its AFFILIATES and SUBLICENSEES Affiliates to grant to CTI, a royalty-bearing, exclusive license under the purchaser thereof Chroma Technology, with the right to use and/or resell a purchased PRODUCT for which a royalty has been paid hereunder on NET SALES of such PRODUCT (determined sublicense as provided below, to Develop, Manufacture, use, make, and have made the Product in the Field in the Licensed Territory, in each case in accordance with Section 1.9)the Development Plan and the Supply Agreement and to sell, without payment of any further royalty to IXSYSoffer for sale, have sold, distribute, import and otherwise Commercialize the Product in the Field in the Licensed Territory.
3.4 The provisions of Section 11.3(b(ii) set forth MEDIMMUNE's only diligence obligations to IXSYS with respect to research, development and commercialization of PRODUCT, and the sole and exclusive remedy for failure to meet such obligations.
3.5 IXSYS acknowledges that MEDIMMUNE is in the business of developing, manufacturing and selling of medical processes and products and that nothing in this Agreement shall be construed as restricting such business or imposing on MEDIMMUNE the duty to market, and/or sell and exploit PRODUCT for which royalties are due hereunder Subject to the exclusion terms and conditions of or in preference to any other product or process.
3.6 Subject to Section 11.3(b), MEDIMMUNE shall have sole discretion for making all decisions relating to the commercialization and marketing of PRODUCT.
3.7 Except as otherwise expressly provided in this Agreement, or Chroma hereby grants and shall cause each of its Affiliates to grant CTI a royalty-bearing, non-exclusive license under the parties otherwise expressly agree Manufacturing Patent and the Study Report IP, with the right to sublicense as provided below, to Manufacture and have made the Product in writing, neither party shall obtain any right or license the Field in any patent rights, know-how, materials or technology the Licensed Territory.
(iii) The Chroma Patents identified on Exhibit B-1 are licensed to Chroma by Vernalis under the Vernalis Agreement. CTI acknowledges and agrees that its sublicense rights to such Patents under this Agreement are at all times subject to the applicable terms of the other party (by implicationVernalis Agreement, estoppel or otherwise) current copies of which have been provided to CTI as of the Effective Date, provided that Chroma shall at all times be responsible for any purposepayment obligations to Vernalis pursuant to the Vernalis Agreement. Chroma shall provide prior notice to CTI of any proposed amendment of the Vernalis Agreement and shall not, without CTI’s prior written consent, amend or terminate the Vernalis Agreement, which consent shall not be unreasonably withheld, conditioned or delayed. If Chroma becomes aware of any amendment or termination of any other Upstream Agreement, Chroma shall promptly notify CTI of the same. If Chroma receives a notice of default or termination from Vernalis, Chroma shall promptly provide a copy of such notice to CTI. Chroma will use commercially reasonable efforts to cure any such default to avoid termination of the Vernalis Agreement. At CTI’s option, but without any obligation and without limiting any remedies CTI may have against Chroma, CTI may cure any payment default on behalf of Chroma under the Vernalis Agreement. Any such payments made by CTI, whether to cure any default of Chroma or to pay royalties on behalf of Chroma under the Vernalis Agreement, may be deducted from royalties and milestone payments otherwise due to Chroma under Article 8.
3.8 IXSYS shall in good faith request that its licensor under each IXSYS LICENSE AGREEMENT provide the consent of Appendix C.
Appears in 1 contract
Sources: Co Development and License Agreement (Cell Therapeutics Inc)
License Grants. (a) IXSYS OPOCRIN hereby grants to MEDIMMUNE INTERCARDIA and MEDIMMUNE hereby accepts from IXSYS a sole and its Affiliates in the INTERCARDIA Territory an exclusive license, with the right and license (or to sublicense, as applicable) for the LICENSED TERRITORY (i) to practice under the Patent Rights described on Exhibit A and the Improvements, and (ii) to IXSYS PATENTS and IXSYS KNOWuse OPOCRIN Know-HOW How to research, develop, make, have made, useuse and sell the Licensed Products in the INTERCARDIA Territory. OPOCRIN hereby grants to INTERCARDIA and its Affiliates in the INTERCARDIA Territory a non-exclusive license to practice under the Patent Rights described on Exhibit B and the Improvements needed or required in any manner, importas determined in the sole discretion of INTERCARDIA, export and sellto develop, offer to sell or have sold PRODUCTS and (ii) to make, have made made, use and use
(a) (i)sell the Licensed Products in the INTERCARDIA Territory. Notwithstanding anything The patents described in Exhibit B are derivative of and supportive of the Licensed Compound patents described in Exhibit A. OPOCRIN shall take any and all actions required by INTERCARDIA to perfect the contrary in this Agreement, grant to INTERCARDIA of the rights Exhibit A and licenses granted to MEDIMMUNE under this Agreement exclude any right or license (express or implied) under any IXSYS patent rights or know-how regarding the generation, discovery or modification of antibody libraries, antibodies or fragments thereof, generallyExhibit B Patent Rights.
(b) To the extent that the rights and licenses granted to MEDIMMUNE under Section 3.1(a) is a sublicense under an IXSYS LICENSE AGREEMENT, the rights, and licenses granted to MEDIMMUNE under such sublicense are limited to the extent that IXSYS is licensed under the IXSYS LICENSE AGREEMENT and such sublicense is subject to the terms, conditions and restrictions of the IXSYS LICENSE AGREEMENT that are applicable to a sublicense thereunder. MEDIMMUNE shall not take or omit to take any action the effect of which would cause IXSYS to be in breach of IXSYS' obligations under the IXSYS LICENSE AGREEMENTS (without regard to any applicable cure or notice requirements thereof).
3.2 MEDIMMUNE INTERCARDIA shall have the right to grant sublicenses under sublicense the licenses and sublicenses granted under Section 3.1 to its AFFILIATES and THIRD PARTIES (with Licensed Products in INTERCARDIA Territory; provided, however, that OPOCRIN shall have the right to grant further sublicenses, subject approve INTERCARDIA's sublicensees prior to any terms, conditions and restrictions on further sublicensing under IXSYS LICENSE AGREEMENTS). MEDIMMUNE shall deliver to IXSYS a copy of each such sublicense promptly after the execution of any such agreement in the same. Each United States, Germany, France, Italy, Spain and the United Kingdom; provided further however that such sublicense right of approval shall not be unreasonably withheld and shall be subject to the terms exercised, if at all, within fifteen (15) working days of written notice by INTERCARDIA of any such sublicensee or such sublicensee shall be deemed approved under this Agreement for all purposes and conditions all countries. INTERCARDIA shall within fifteen (15) days of this Agreement.
3.3 The licenses granted hereunder include the right execution of MEDIMMUNEany sublicensing agreement, its AFFILIATES and SUBLICENSEES to grant to the purchaser thereof the right to use and/or resell a purchased PRODUCT for which a royalty has been paid hereunder on NET SALES provide OPOCRIN with copies of such PRODUCT (determined agreements for OPOCRIN's use in accordance with validating milestone payments as defined in Section 1.9), without payment of any further 4.1(e) and royalty to IXSYS.
3.4 The provisions of Section 11.3(b) set forth MEDIMMUNE's only diligence obligations to IXSYS with respect to research, development and commercialization of PRODUCT, and the sole and exclusive remedy for failure to meet such obligations.
3.5 IXSYS acknowledges that MEDIMMUNE is payments as defined in the business of developing, manufacturing and selling of medical processes and products and that nothing in this Agreement shall be construed as restricting such business or imposing on MEDIMMUNE the duty to market, and/or sell and exploit PRODUCT for which royalties are due hereunder to the exclusion of or in preference to any other product or process.
3.6 Subject to Section 11.3(b), MEDIMMUNE shall have sole discretion for making all decisions relating to the commercialization and marketing of PRODUCT.
3.7 Except as otherwise expressly provided in this Agreement, or the parties otherwise expressly agree in writing, neither party shall obtain any right or license in any patent rights, know-how, materials or technology of the other party (by implication, estoppel or otherwise) for any purpose.
3.8 IXSYS shall in good faith request that its licensor under each IXSYS LICENSE AGREEMENT provide the consent of Appendix C.Article V.
Appears in 1 contract
Sources: License Agreement (Intercardia Inc)
License Grants. (a) IXSYS hereby grants to MEDIMMUNE and MEDIMMUNE hereby accepts from IXSYS a sole and exclusive right and license (or sublicense, as applicable) for the LICENSED TERRITORY (i) under and to IXSYS PATENTS and IXSYS KNOW-HOW to research, develop, make, have made, use, import, export and sell, offer to sell or have sold PRODUCTS and (ii) to make, have made and use
(a) (i). Notwithstanding anything to the contrary in this Agreement, the rights and licenses granted to MEDIMMUNE under this Agreement exclude any right or license (express or implied) under any IXSYS patent rights or know-how regarding the generation, discovery or modification of antibody libraries, antibodies or fragments thereof, generally.
(b) To the extent that the rights and licenses granted to MEDIMMUNE under Section 3.1(a) is a sublicense under an IXSYS LICENSE AGREEMENT, the rights, and licenses granted to MEDIMMUNE under such sublicense are limited to the extent that IXSYS is licensed under the IXSYS LICENSE AGREEMENT and such sublicense is subject to the terms, conditions and restrictions of the IXSYS LICENSE AGREEMENT that are applicable to a sublicense thereunder. MEDIMMUNE shall not take or omit to take any action the effect of which would cause IXSYS to be in breach of IXSYS' obligations under the IXSYS LICENSE AGREEMENTS (without regard to any applicable cure or notice requirements thereof).
3.2 MEDIMMUNE shall have the right to grant sublicenses under the licenses and sublicenses granted under Section 3.1 to its AFFILIATES and THIRD PARTIES (with the right to grant further sublicenses, subject to any terms, conditions and restrictions on further sublicensing under IXSYS LICENSE AGREEMENTS). MEDIMMUNE shall deliver to IXSYS a copy of each such sublicense promptly after execution of the same. Each such sublicense shall be subject 2.01 Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a limited, non-exclusive, non-transferable (except as provided in SECTION 2.05 & ARTICLE 8) right and license to use Licensor Patent Rights and Licensor Technical Information to design, construct, operate and maintain (including modify, expand and replace) Licensed Facilities under a separate Site License Agreement for each Licensed Plant, to practice the Conversion Process to manufacture Syncrude solely for the purpose of producing, using, and selling Marketable Products anywhere in the world. Each Licensed Plant shall remain at the initial plant site or sites located within Licensee's lease or concession for a minimum of seven (7) years from Start-Up Date. Thereafter, Licensee may relocate upon notification in the form of ATTACHMENT 5 to a new plant site within the Licensed Territory provided (i) the Licensed Plant remains at the new site for minimum of seven (7) years and (ii) the Licensed Plant is operating under a fully paid up Site License Agreement.
3.3 The licenses granted hereunder include the right of MEDIMMUNE, its AFFILIATES and SUBLICENSEES to grant 2.02 Subject to the purchaser thereof the terms and conditions of this Agreement, Licensor grants to Licensee a limited, non-exclusive, non-transferable (except as provided in SECTION 2.05 & ARTICLE 8) right to purchase from Reactor Vendors the appropriate ▇▇▇▇▇▇▇-Tropsch and autothermal reforming reactors for use and/or resell a purchased PRODUCT for which a royalty has been paid hereunder on NET SALES of such PRODUCT (determined in accordance with Section 1.9), without payment of any further royalty to IXSYS.
3.4 The provisions of Section 11.3(b) set forth MEDIMMUNE's only diligence obligations to IXSYS with respect to research, development and commercialization of PRODUCT, and the sole and exclusive remedy for failure to meet such obligations.
3.5 IXSYS acknowledges that MEDIMMUNE is in the business practice of developing, manufacturing and selling of medical processes and products and that nothing in this Agreement shall be construed as restricting such business or imposing on MEDIMMUNE the duty to market, and/or sell and exploit PRODUCT for which royalties are due hereunder to the exclusion of or in preference to any other product or process.
3.6 Subject to Section 11.3(b), MEDIMMUNE Conversion Process at a Licensed Plant. Licensee shall have sole discretion for making all decisions relating no right to the commercialization and marketing of PRODUCT.
3.7 Except make, have made, or sell any reactor based on Reactor Information except as otherwise expressly provided in this SECTION 2.02. Licensee may, from time to time, nominate additional contractors to become Reactor Vendors and will cooperate with Licensor to secure assurances acceptable to Licensor regarding the protection of Licensor's rights and interests and Licensor's approval of such contractor as a Reactor Vendor shall not be unreasonably withheld.
2.03 Subject to the terms and conditions of this Agreement, Licensor grants to Licensee (a) the right to purchase from Licensor the appropriate ▇▇▇▇▇▇▇-Tropsch Catalyst and, from either Licensor or a catalyst vendor designated by Licensor, the parties otherwise expressly agree appropriate autothermal reforming catalyst for use in writingthe practice of the Conversion Process at a Licensed Plant to manufacture Syncrude solely for the purpose of producing, neither using, and selling Marketable Products anywhere in the world and (b) a limited non-exclusive, non- transferable (except as provided in SECTION 2.05 & ARTICLE 8) right and license under Licensor Catalyst Patent Rights and Licensor Catalyst Information to use such catalysts in the practice of the Conversion Process at a Licensed Plant to manufacture Syncrude solely for the purpose of producing, using, and selling Marketable Products anywhere in the world. The purchase price for any catalyst purchased by Licensee from Licensor shall be equal to the lowest of (a) Licensor's cost to produce or have produced such catalysts, plus a markup of twenty five percent (25%), or (b) if, during the twelve (12) month period prior to a catalyst purchase by Licensee, the same catalyst (at comparable quantities) was sold by Licensor to a third party at a markup less than twenty five percent (25%), Licensee shall obtain be entitled to the lower markup for its current catalyst purchase. Licensor will, no more than once per year, provide Licensee reasonable access to the relevant books of Licensor to verify the lowest markup for such catalyst. Licensee shall have no rights to make, have made, or sell any Licensor ▇▇▇▇▇▇▇-Tropsch Catalyst or autothermal reforming catalyst, which is proprietary to Licensor. Beyond the initial catalyst fill, for a Licensed Plant, Licensee will have the right to buy replacement catalyst from other catalyst suppliers. If Licensor specifies in the Process Design Package an autothermal reforming catalyst commercially available from a third party, Licensee shall have the right to purchase such catalyst directly from a third party.
2.04 Upon Licensee's written request, Licensor will execute a Site License Agreement with respect to a specific proposed Licensed Plant if:
(a) Licensee has a Participating Interest in the proposed Licensed Plant as represented in a Request for Site License Agreement (ATTACHMENT 1);
(b) Licensee is current on all payments due under prior Site License Agreements for all Licensed Facilities under this Agreement in accordance with their respective terms;
(c) there is not a material default under this Agreement for which Licensee is responsible resulting from or affecting more than one Licensed Plant; and
(d) no Person having a Participating Interest in the proposed Licensed Plant is in material default under any agreement relating to Licensor Technology. Until such time as the above conditions are satisfied, Licensee shall have no right or license to use Licensor Technology at the proposed Licensed Plant.
2.05 During the term of this Agreement, Licensee may extend this Agreement to any Affiliate, provided that Licensee shall first notify Licensor in writing of any patent rights, know-how, materials or technology such extension and the acceptance of such extension by such Affiliate pursuant to this SECTION 2.05. The Affiliate to which this Agreement may be extended by Licensee shall be subject to and shall accept in writing (in the form set forth in ATTACHMENT 2) the same obligations to which Licensee is subjected under this Agreement and all terms and conditions of this Agreement shall apply to such Affiliate with respect to its obligations and its rights (except the right of extension as set forth in this SECTION 2.05) as if such Affiliate had entered into this Agreement with Licensor effective as of the other party (date of such extension. Licensee warrants to Licensor the full performance by implicationsuch Affiliate of the obligations which are imposed upon such Affiliate as a result of such extension of this Agreement and, estoppel or otherwise) notwithstanding any such extension, Licensee shall still be liable to Licensor for all sums which become due from such Affiliate to Licensor and for any purposedefault by such Affiliate in the performance of its obligations under this Agreement.
3.8 IXSYS shall 2.06 The intent of the Licensor is that Licensor Technology acquired by Licensor for which Licensor has the right to grant rights to others and where there is an obligation to account to and/or make payment to others, that such technology would be made available to Licensee consistent with the provisions of SECTIONS 2.01, 2.02, and 2.03 and under terms that are no less favorable than those granted to other licensees. With respect to any technology related to the Conversion Process that is acquired through agreements with other parties and used in good faith request that its licensor a plant to make products substantially the same as Marketable Products, it is Licensor's intent to provide Licensee with such technology under each IXSYS LICENSE AGREEMENT provide this Agreement at a date no later than the consent of Appendix C.date on which such technology is practiced in a plant utilizing Licensor Technology to make products substantially the same as Marketable Products by Licensor or under a license from Licensor.
Appears in 1 contract
License Grants. (a) IXSYS hereby grants to MEDIMMUNE and MEDIMMUNE hereby accepts from IXSYS a sole and exclusive right and license (or sublicense, as applicable) for the LICENSED TERRITORY (i) under and to IXSYS PATENTS and IXSYS KNOW-HOW to research, develop, make, have made, use, import, export and sell, offer to sell or have sold PRODUCTS and (ii) to make, have made and use
(a) (i). Notwithstanding anything to the contrary in this Agreement, the rights and licenses granted to MEDIMMUNE under this Agreement exclude any right or license (express or implied) under any IXSYS patent rights or know-how regarding the generation, discovery or modification of antibody libraries, antibodies or fragments thereof, generally.
(b) To the extent that the rights and licenses granted to MEDIMMUNE under Section 3.1(a) is a sublicense under an IXSYS LICENSE AGREEMENT, the rights, and licenses granted to MEDIMMUNE under such sublicense are limited to the extent that IXSYS is licensed under the IXSYS LICENSE AGREEMENT and such sublicense is subject to the terms, conditions and restrictions of the IXSYS LICENSE AGREEMENT that are applicable to a sublicense thereunder. MEDIMMUNE shall not take or omit to take any action the effect of which would cause IXSYS to be in breach of IXSYS' obligations under the IXSYS LICENSE AGREEMENTS (without regard to any applicable cure or notice requirements thereof).
3.2 MEDIMMUNE shall have the right to grant sublicenses under the licenses and sublicenses granted under Section 3.1 to its AFFILIATES and THIRD PARTIES (with the right to grant further sublicenses, subject to any terms, conditions and restrictions on further sublicensing under IXSYS LICENSE AGREEMENTS). MEDIMMUNE shall deliver to IXSYS a copy of each such sublicense promptly after execution of the same. Each such sublicense shall be subject 2.1 Subject to the terms and conditions of this Agreement, Licensors hereby grant to Licensee and Licensee hereby accepts an exclusive, royalty-bearing license to use the Technology and the Patent Rights in the Territory to develop, make, use, sell and commercialize Products in the Field. Licensee has the limited right to grant sublicenses to the licenses granted under this Clause 2.
3.3 The licenses granted hereunder include 2.2 Licensee does have the right of MEDIMMUNEright, its AFFILIATES and SUBLICENSEES subject to prior written approval by Licensors, to grant sublicenses of the rights granted under Clauses 2.1 in the Territory. Any sublicense of rights under Clauses 2.1 that is granted by Licensee shall be limited to rights licensed to the purchaser thereof Licensee and shall be consistent with Licensee's obligations to Licensors under this Agreement. Licensee shall notify Licensors in writing of any proposed sublicense, which notice shall identify the right proposed sublicensee and shall clearly define the scope of rights proposed to use and/or resell a purchased PRODUCT for which a royalty has been paid hereunder on NET SALES be granted. Licensors shall, within thirty (30) days after receipt of such PRODUCT notice, inform Licensee in writing as to whether Licensors accept or reject the proposed sublicense at the Licensors ' sole discretion. Such approval shall not to be unreasonably withheld. If Licensors approve the sublicense, Licensee shall be responsible for ensuring the full compliance of its sublicensee with the terms and conditions of this Agreement. Licensee shall ensure that it is a term of the sublicense agreement that any change in control of the sublicensee must be approved in writing by Licensors. Each sublicense agreement shall state that: (determined i) the sublicensed party shall use its best efforts to develop and commercialize the Products in accordance with Section 1.9)the field in the territory that are the subject of the sublicense; (ii) the sublicense agreement shall terminate immediately upon termination of this Agreement; (iii) an acknowledgement that the Technology and Patent Rights are and shall remain in the respective names of the Licensors; and (iv) a documentation retention requirement as provided in Clause 6.3 and an audit right by Licensors of the same scope as provided in Clause 6.4 herein. To the extent any terms, without payment conditions or limitations of any further royalty to IXSYS.
3.4 The provisions of Section 11.3(b) set forth MEDIMMUNE's only diligence obligations to IXSYS sublicense agreement are inconsistent with respect to research, development and commercialization of PRODUCT, and the sole and exclusive remedy for failure to meet such obligations.
3.5 IXSYS acknowledges that MEDIMMUNE is in the business of developing, manufacturing and selling of medical processes and products and that nothing in this Agreement shall be construed as restricting such business or imposing on MEDIMMUNE the duty to market, and/or sell and exploit PRODUCT for which royalties are due hereunder to the exclusion of or in preference to any other product or process.
3.6 Subject to Section 11.3(b), MEDIMMUNE shall have sole discretion for making all decisions relating to the commercialization and marketing of PRODUCT.
3.7 Except as otherwise expressly provided in this Agreement, or the parties otherwise expressly agree in writingthose terms, neither party shall obtain any right or license in any patent rights, know-how, materials or technology of the other party (by implication, estoppel or otherwise) for any purposeconditions and limitations are null and void against Licensors.
3.8 IXSYS shall in good faith request that its licensor under each IXSYS LICENSE AGREEMENT provide the consent of Appendix C.
Appears in 1 contract
License Grants. (a) IXSYS hereby Licensor grants to MEDIMMUNE Licensee an exclusive worldwide license, subject to the limited rights of the Licensor to fulfill its commitments pursuant to the Transition Agreement ("Retained Rights in the Licensor Intellectual Property" or "Retained Rights"), to use the Licensor Intellectual Property in connection with making, having made, using, selling, offering for sale, importing, exporting, distributing, or otherwise exploiting products and MEDIMMUNE hereby accepts services relating to the Business ("Business Products and Services"). The licenses granted by Licensor to Licensee pursuant to this Section 2(a) may be referred to, from IXSYS a sole and exclusive right and license (or sublicensetime to time, as applicablethe "Licensed Rights".
(b) for During the LICENSED TERRITORY (i) under and Term of this Agreement, other than with respect to IXSYS PATENTS and IXSYS KNOW-HOW the Retained Rights in the Licensor Intellectual Property, Licensor shall have no rights of any kind whatsoever to research, develop, use the Licensor Intellectual Property or to license or authorize any third party to use the Licensor Intellectual Property to make, have made, use, import, export and sell, offer for sale, import, export, distribute, or otherwise exploit the Business Products and Services.
(c) Subject to sell Section 9(b)(ii), Licensee shall have no right whatsoever to (i) grant sublicenses to third parties of the Licensor Intellectual Property for any purpose, or have sold PRODUCTS and (ii) grant any other rights of any kind to make, have made and use
(a) (i). Notwithstanding anything third parties with respect to the contrary in Licensor Intellectual Property or any other of Licensee's rights pursuant to this Agreement, in each case, without the rights and licenses granted express written consent of Licensor, not to MEDIMMUNE under this Agreement exclude any right be unreasonably withheld, conditioned or license delayed, which consent, if given, shall be so stated in writing within thirty (express or implied30) under any IXSYS patent rights or know-how regarding the generation, discovery or modification days of antibody libraries, antibodies or fragments thereof, generallyreceipt of a written request for consent from Licensee to Licensor.
(bd) To the extent that the The foregoing licenses and other rights and licenses granted by Licensor to MEDIMMUNE under Section 3.1(a) is a sublicense under an IXSYS LICENSE AGREEMENT, the rights, and licenses granted to MEDIMMUNE under such sublicense Licensee are limited to the extent that IXSYS is licensed under the IXSYS LICENSE AGREEMENT and such sublicense is subject to the terms, conditions and restrictions of the IXSYS LICENSE AGREEMENT that are applicable to a sublicense thereunder. MEDIMMUNE shall not take or omit to take any action the effect of which would cause IXSYS to be in breach of IXSYS' obligations under the IXSYS LICENSE AGREEMENTS (without regard to any applicable cure or notice requirements thereof).
3.2 MEDIMMUNE shall have the right to grant sublicenses under the licenses and sublicenses granted under Section 3.1 to its AFFILIATES and THIRD PARTIES (with the right to grant further sublicenses, subject to any terms, conditions and restrictions on further sublicensing under IXSYS LICENSE AGREEMENTS). MEDIMMUNE shall deliver to IXSYS a copy of each such sublicense promptly after execution of the same. Each such sublicense shall be subject to the all terms and conditions of this Agreement.
3.3 The licenses (e) Licensor reserves all rights in the Licensor's Intellectual Property except such rights specifically granted hereunder include to Licensee under this Agreement.
(f) Upon the right expiration of MEDIMMUNE, its AFFILIATES and SUBLICENSEES to grant to this Agreement or the purchaser thereof the right to use and/or resell a purchased PRODUCT for which a royalty has been paid hereunder on NET SALES termination of such PRODUCT (determined this Agreement by Licensor in accordance with Section 1.9)its terms, without payment of any further Licensee grants to Licensor a perpetual, irrevocable, worldwide, paid up, royalty free non-exclusive license in and to IXSYS.
3.4 The provisions of Section 11.3(b) set forth MEDIMMUNE's only diligence obligations to IXSYS with respect to research, development modifications and commercialization of PRODUCTenhancements of, and improvements upon, the sole and exclusive remedy for failure to meet such obligations.
3.5 IXSYS acknowledges that MEDIMMUNE is in Licensor Intellectual Property created by Licensee during the business of developing, manufacturing and selling of medical processes and products and that nothing in this Agreement shall be construed as restricting such business or imposing on MEDIMMUNE Term (the duty to market, and/or sell and exploit PRODUCT for which royalties are due hereunder to the exclusion of or in preference to any other product or process.
3.6 Subject to Section 11.3(b), MEDIMMUNE shall have sole discretion for making all decisions relating to the commercialization and marketing of PRODUCT.
3.7 Except as otherwise expressly provided in this Agreement, or the parties otherwise expressly agree in writing, neither party shall obtain any right or license in any patent rights, know-how, materials or technology of the other party (by implication, estoppel or otherwise"Enhanced IP") for any purposeuse by Licensor in connection with making, having made, using, selling, offering for sale, importing, exporting, distributing or otherwise exploiting Business Products and Services.
3.8 IXSYS shall in good faith request that its licensor under each IXSYS LICENSE AGREEMENT provide the consent of Appendix C.
Appears in 1 contract
License Grants. (a) IXSYS 3.1 License and Option Grants to GEHC
3.1.1 Exclusive Licenses Geron hereby grants to MEDIMMUNE GEHC and MEDIMMUNE hereby accepts from IXSYS a sole its Affiliates an exclusive license under Geron Background Patent Rights, Geron Future Patent Rights, Geron Alliance IP Rights, Geron’s interest in Joint Alliance IP Rights, and exclusive right and license (or sublicenseGeron Know-How to develop, as applicable) for the LICENSED TERRITORY (i) under and to IXSYS PATENTS and IXSYS KNOW-HOW to research, develophave developed, make, have made, use, import, export and sell, offer have sold, and import Cellular Assay Products throughout the Territory in the Cellular Assay Products Field. The license granted in this Section 3.1.1 shall not be sublicensable by GEHC without Geron’s written consent, which will not be unreasonably withheld. Notwithstanding the above, GEHC shall have the right to sell or pass on to GEHC Development Partners and GEHC customers the right to use Cellular Assay Products in the Cellular Assay Products Field. 11 of 61 GEH-02948/Exclusive License and Alliance Agreement/GE Healthcare UK Limited
3.1.2 Non-Exclusive License Geron hereby grants to GEHC and its Affiliates (i) a non-exclusive non-royalty bearing, irrevocable fully paid-up license under Geron’s Alliance IP Rights, Geron’s interest in Joint Alliance IP Rights and Geron Know-How to develop, make, use, sell, have sold PRODUCTS sold, and import products throughout the relevant territories in the Limited Field and (ii) a non-exclusive non-royalty bearing, irrevocable fully paid-up license under Geron’s Alliance IP Rights and Geron’s interest in Joint Alliance IP Rights to develop, have developed, make, have made made, use, sell, have sold, and useimport products throughout the relevant territories in the Limited Field. The license granted in this Section 3.1.2 shall not be sublicensable by GEHC without Geron’s written consent. Notwithstanding the above, GEHC shall have the right to pass on to GEHC customers the right to use products in the Limited Field.
3.1.3 Option Geron hereby grants to GEHC an option to negotiate in good faith and on commercially reasonable terms:
(a) an exclusive, payable license, with the right to sublicense for the Limited Field under Geron Alliance IP Rights, and Geron’s interest in Joint Alliance IP Rights. GEHC’s right to exercise this option shall expire * (i)*) days after the receipt of the Final Report, specified in Section 2.9, by both Parties, unless otherwise agreed by the Parties. Notwithstanding anything GEHC shall be entitled to exercise the contrary option by providing written notice to Geron at any time prior to expiration of the option. The parties shall execute a binding term sheet for such option within * (*) days of such notice (or such time as mutually agreed upon by the parties) or GEHC’s option right shall expire and;
(b) a sub-license for the Cellular Assay Products Field in the Territory to *. GEHC may exercise this Agreement, option at any time by providing written notice to Geron.
3.1.4 Right of First Negotiation GEHC shall have a right to negotiate to expand the rights definition of Patent Products and licenses granted to MEDIMMUNE Know-How Products under this Agreement exclude any to include *. Such right shall operate as follows:
(a) GEHC may provide a written request to Geron to expand such definition and thereafter the Parties shall negotiate in good faith commercially reasonable terms with respect thereto. The Parties shall execute a binding term sheet for such expanded definition within * (*) days of such request (or license (express such time as mutually agreed upon by the parties) or implied) under any IXSYS patent rights or know-how regarding the generation, discovery or modification GEHC’s right of antibody libraries, antibodies or fragments thereof, generallyfirst negotiation shall expire.
(b) To the extent that the rights and licenses granted Geron shall provide GEHC written notice prior to MEDIMMUNE under Section 3.1(a) is a sublicense under an IXSYS LICENSE AGREEMENTinitiating any activity (including, but not limited to, the rights, and granting of licenses granted to MEDIMMUNE under such sublicense are limited to the extent that IXSYS is licensed under the IXSYS LICENSE AGREEMENT and such sublicense is subject to the terms, conditions and restrictions of the IXSYS LICENSE AGREEMENT that are applicable to a sublicense thereunderThird Party) that would conflict with GEHC’s right of negotiation hereunder. MEDIMMUNE shall not take or omit Within * (*) days of such notice, GEHC may elect to take any action the effect of which would cause IXSYS to be in breach of IXSYS' obligations under the IXSYS LICENSE AGREEMENTS (without regard to any applicable cure or notice requirements thereof).
3.2 MEDIMMUNE shall have the right to grant sublicenses under the licenses and sublicenses granted under Section 3.1 to its AFFILIATES and THIRD PARTIES (provide Geron with the right to grant further sublicensesnotice specified in Section 3.1.4(a) and thereafter, subject to any termsthe Parties shall commence negotiations as set forth in Section 3.1.4
(a) If Geron does not receive such notice within * (*) days, conditions and restrictions on further sublicensing under IXSYS LICENSE AGREEMENTS). MEDIMMUNE shall deliver to IXSYS a copy of each such sublicense promptly after execution of the same. Each such sublicense shall be subject to the terms and conditions of this Agreement.
3.3 The licenses granted hereunder include the GEHC’s right of MEDIMMUNE, its AFFILIATES and SUBLICENSEES to grant to the purchaser thereof the right to use and/or resell a purchased PRODUCT for which a royalty first negotiation shall expire. ____________________ *: Certain information on this page has been paid hereunder on NET SALES of such PRODUCT (determined in accordance omitted and filed separately with Section 1.9), without payment of any further royalty to IXSYS.
3.4 The provisions of Section 11.3(b) set forth MEDIMMUNE's only diligence obligations to IXSYS the Commission. Confidential treatment has been requested with respect to research, development the omitted portions. 12 of 61 GEH-02948/Exclusive License and commercialization of PRODUCT, and the sole and exclusive remedy for failure to meet such obligations.
3.5 IXSYS acknowledges that MEDIMMUNE is in the business of developing, manufacturing and selling of medical processes and products and that nothing in this Agreement shall be construed as restricting such business or imposing on MEDIMMUNE the duty to market, and/or sell and exploit PRODUCT for which royalties are due hereunder to the exclusion of or in preference to any other product or process.
3.6 Subject to Section 11.3(b), MEDIMMUNE shall have sole discretion for making all decisions relating to the commercialization and marketing of PRODUCT.
3.7 Except as otherwise expressly provided in this Alliance Agreement, or the parties otherwise expressly agree in writing, neither party shall obtain any right or license in any patent rights, know-how, materials or technology of the other party (by implication, estoppel or otherwise) for any purpose.
3.8 IXSYS shall in good faith request that its licensor under each IXSYS LICENSE AGREEMENT provide the consent of Appendix C./GE Healthcare UK Limited
Appears in 1 contract
License Grants. (a) IXSYS hereby grants to MEDIMMUNE and MEDIMMUNE hereby accepts from IXSYS a sole and exclusive right and license (or sublicense, as applicable) for the LICENSED TERRITORY (i) under and Ercole grants to IXSYS PATENTS and IXSYS KNOW-HOW Isis an exclusive worldwide license to the Ercole Splicing Patents solely to research, develop, make, make and have made, useoffer for sale, import, export and sell, offer to sell or have sold PRODUCTS import and export Isis Exclusive Products.
(ii) Ercole grants to make, have made and use
(a) (i). Notwithstanding anything Isis a nonexclusive worldwide license to the contrary in this AgreementErcole Splicing Patents solely to research, the rights develop, make and licenses granted to MEDIMMUNE under this Agreement exclude any right or license (express or implied) under any IXSYS patent rights or know-how regarding the generationhave made, discovery or modification of antibody librariesoffer for sale, antibodies or fragments thereofsell, generallyimport and export Isis Nonexclusive Products.
(biii) To the extent that the rights and licenses granted to MEDIMMUNE under Section 3.1(a) is a sublicense under Ercole grants Isis an IXSYS LICENSE AGREEMENT, the rights, and licenses granted to MEDIMMUNE under such sublicense are limited exclusive worldwide license to the extent that IXSYS is licensed under the IXSYS LICENSE AGREEMENT Jointly Owned Invention Patents (as defined in Section 4.1) solely to research, develop, make and such sublicense is subject have made, offer for sale, sell, import and export Isis Exclusive Products.
(iv) Ercole grants to the terms, conditions and restrictions of the IXSYS LICENSE AGREEMENT that are applicable to Isis a sublicense thereunder. MEDIMMUNE shall not take or omit to take any action the effect of which would cause IXSYS to be in breach of IXSYS' obligations under the IXSYS LICENSE AGREEMENTS (without regard worldwide license to any applicable cure or notice requirements thereof).
3.2 MEDIMMUNE shall Sponsored Inventions solely to research, develop, make and have made, offer for sale, sell, import and export Isis Products. With respect to Isis Exclusive Products this license will be exclusive and with respect to Isis Nonexclusive Products this license will be nonexclusive. Ercole will secure the right to grant sublicenses under license to Isis any Sponsored Inventions on terms that are substantially similar to those set forth in the licenses UNC License Agreement. In the event Ercole does not wish to license any Sponsored Invention from UNC, then Ercole will provide written notice to Isis including UNC’s proposed terms to license such Sponsored Invention and sublicenses granted under Section 3.1 Ercole’s decision not to license such Sponsored Invention (a “UNC Rejection Notice”). Thereafter, Isis will have 30 days from the date it receives the UNC Rejection Notice to notify Ercole that Isis wishes Ercole to secure a license to such Sponsored Invention on the terms proposed by UNC (an “Isis UNC Acceptance Notice”). If Isis does not respond to Ercole within such 30 day period, Ercole may waive its AFFILIATES and THIRD PARTIES (with the right to grant further sublicenseslicense such Sponsored Invention. If Isis does provide Ercole an Isis UNC Acceptance Notice within such 30 day period, subject Ercole will use all reasonable efforts to any terms, conditions and restrictions secure a license to such Sponsored Invention on further sublicensing under IXSYS LICENSE AGREEMENTS). MEDIMMUNE shall deliver to IXSYS a copy of each such sublicense promptly after execution of the same. Each such sublicense shall be subject to the terms and conditions of this Agreement.
3.3 The licenses granted hereunder include the right of MEDIMMUNE, its AFFILIATES and SUBLICENSEES to grant to the purchaser thereof the right to use and/or resell a purchased PRODUCT for which a royalty has been paid hereunder on NET SALES of such PRODUCT (determined in accordance with Section 1.9), without payment of any further royalty to IXSYS.
3.4 The provisions of Section 11.3(b) set forth MEDIMMUNE's only diligence obligations to IXSYS with respect to research, development and commercialization of PRODUCT, and the sole and exclusive remedy for failure to meet such obligations.
3.5 IXSYS acknowledges that MEDIMMUNE is outlined in the business UNC Rejection Notice, solely for the benefit of developingIsis and its sublicensees (and not for the benefit of Ercole or any of its Third Party sublicensees) and Isis will be responsible for paying any license fees, manufacturing milestones and selling of medical processes and products and that nothing in this Agreement shall be construed as restricting royalties arising from such business or imposing on MEDIMMUNE the duty to market, and/or sell and exploit PRODUCT for which royalties are due hereunder to the exclusion of or in preference to any other product or processlicense.
3.6 Subject to Section 11.3(b), MEDIMMUNE shall have sole discretion for making all decisions relating to the commercialization and marketing of PRODUCT.
3.7 Except as otherwise expressly provided in this Agreement, or the parties otherwise expressly agree in writing, neither party shall obtain any right or license in any patent rights, know-how, materials or technology of the other party (by implication, estoppel or otherwise) for any purpose.
3.8 IXSYS shall in good faith request that its licensor under each IXSYS LICENSE AGREEMENT provide the consent of Appendix C.
Appears in 1 contract
Sources: Collaboration and License Agreement (Avi Biopharma Inc)
License Grants. (a) IXSYS Subject to the terms of this Agreement, Paragon hereby grants to MEDIMMUNE Spyre a royalty-bearing, exclusive (even as to Paragon and MEDIMMUNE hereby accepts from IXSYS a sole its Affiliates, subject to Paragon’s retained rights under Section 2.4) license, including the right to sublicense through multiple tiers, under the Licensed Antibody Technology to Develop, Manufacture, Commercialize, or otherwise exploit Licensed Antibodies, Derived Antibodies and exclusive right and license (or sublicense, as applicable) for Products in the LICENSED TERRITORY (i) under and to IXSYS PATENTS and IXSYS KNOW-HOW to research, develop, make, have made, use, import, export and sell, offer to sell or have sold PRODUCTS and (ii) to make, have made and use
(a) (i). Notwithstanding anything to Field in the contrary in this Agreement, the rights and licenses granted to MEDIMMUNE under this Agreement exclude any right or license (express or implied) under any IXSYS patent rights or know-how regarding the generation, discovery or modification of antibody libraries, antibodies or fragments thereof, generallyTerritory.
(b) To Subject to the extent that terms of this Agreement, including Section 2.7, Paragon hereby grants to Spyre a royalty-bearing, non-exclusive right and license, including the rights right to sublicense through multiple tiers, under the Licensed Antibody Technology to Develop, Manufacture, Commercialize or otherwise exploit Multispecific Antibodies and licenses granted Multispecific Products in the Field in the Territory.
(c) Subject to MEDIMMUNE the terms of this Agreement, Paragon hereby grants to Spyre a royalty-bearing, non-exclusive license, including the right to sublicense through multiple tiers, under Section 3.1(athe Other Licensed Patents to Develop, Manufacture, Commercialize or otherwise exploit Licensed Antibodies, Derived Antibodies, Multispecific Antibodies, Products and Multispecific Products in the Field in the Territory.
(d) is Subject to the terms of this Agreement, Paragon hereby grants to Spyre a royalty-bearing, non-exclusive license, including the right to sublicense through multiple tiers, under an IXSYS LICENSE AGREEMENTthe Other Licensed Know-How to Develop, the rightsManufacture, and licenses granted to MEDIMMUNE under such sublicense are limited Commercialize or otherwise exploit (i) Licensed Antibodies, or (ii) Products, Multispecific Antibodies or Multispecific Products, in each case solely to the extent that IXSYS is licensed under comprising or containing a Licensed Antibody, in the IXSYS LICENSE AGREEMENT and such sublicense is subject Field in the Territory.
(e) Subject to the termsterms of this Agreement, conditions and restrictions of the IXSYS LICENSE AGREEMENT that are applicable Paragon hereby grants to Spyre a sublicense thereunder. MEDIMMUNE shall not take or omit to take any action the effect of which would cause IXSYS to be in breach of IXSYS' obligations under the IXSYS LICENSE AGREEMENTS (without regard to any applicable cure or notice requirements thereof).
3.2 MEDIMMUNE shall have non-exclusive license, including the right to grant sublicenses sublicense through multiple tiers, under the licenses and sublicenses granted under Section 3.1 Paragon Cross License Patents to its AFFILIATES and THIRD PARTIES Develop, Manufacture, Commercialize or otherwise exploit the Licensed Antibodies solely in the Field in the Territory.
(with f) Subject to the terms of this Agreement, Spyre hereby grants to Paragon a non-exclusive license, including the right to grant further sublicensessublicense through multiple tiers, subject under the Spyre Cross License Patents to any termsDevelop, conditions and restrictions on further sublicensing under IXSYS LICENSE AGREEMENTS). MEDIMMUNE shall deliver to IXSYS a copy of each such sublicense promptly after execution of Manufacture, Commercialize or otherwise exploit the same. Each such sublicense shall be subject to Retained IL-23 Project Antibodies solely outside the terms and conditions of this Agreement.
3.3 The licenses granted hereunder include the right of MEDIMMUNE, its AFFILIATES and SUBLICENSEES to grant to the purchaser thereof the right to use and/or resell a purchased PRODUCT for which a royalty has been paid hereunder on NET SALES of such PRODUCT (determined in accordance with Section 1.9), without payment of any further royalty to IXSYS.
3.4 The provisions of Section 11.3(b) set forth MEDIMMUNE's only diligence obligations to IXSYS with respect to research, development and commercialization of PRODUCT, and the sole and exclusive remedy for failure to meet such obligations.
3.5 IXSYS acknowledges that MEDIMMUNE is Field in the business of developing, manufacturing and selling of medical processes and products and that nothing in this Agreement shall be construed as restricting such business or imposing on MEDIMMUNE the duty to market, and/or sell and exploit PRODUCT for which royalties are due hereunder to the exclusion of or in preference to any other product or processTerritory.
3.6 Subject to Section 11.3(b), MEDIMMUNE shall have sole discretion for making all decisions relating to the commercialization and marketing of PRODUCT.
3.7 Except as otherwise expressly provided in this Agreement, or the parties otherwise expressly agree in writing, neither party shall obtain any right or license in any patent rights, know-how, materials or technology of the other party (by implication, estoppel or otherwise) for any purpose.
3.8 IXSYS shall in good faith request that its licensor under each IXSYS LICENSE AGREEMENT provide the consent of Appendix C.
Appears in 1 contract
License Grants. (a) IXSYS hereby grants to MEDIMMUNE and MEDIMMUNE hereby accepts from IXSYS a sole and exclusive right and license (or sublicense, as applicable) for the LICENSED TERRITORY (i) under and to IXSYS PATENTS and IXSYS KNOW-HOW to research, develop, make, have made, use, import, export and sell, offer to sell or have sold PRODUCTS and (ii) to make, have made and use
(a) (i). Notwithstanding anything to the contrary in this Agreement, the rights and licenses granted to MEDIMMUNE under this Agreement exclude any right or license (express or implied) under any IXSYS patent rights or know-how regarding the generation, discovery or modification of antibody libraries, antibodies or fragments thereof, generally.
(b) To the extent that the rights and licenses granted to MEDIMMUNE under Section 3.1(a) is a sublicense under an IXSYS LICENSE AGREEMENT, the rights, and licenses granted to MEDIMMUNE under such sublicense are limited to the extent that IXSYS is licensed under the IXSYS LICENSE AGREEMENT and such sublicense is subject to the terms, conditions and restrictions of the IXSYS LICENSE AGREEMENT that are applicable to a sublicense thereunder. MEDIMMUNE shall not take or omit to take any action the effect of which would cause IXSYS to be in breach of IXSYS' obligations under the IXSYS LICENSE AGREEMENTS (without regard to any applicable cure or notice requirements thereof).
3.2 MEDIMMUNE shall have the right to grant sublicenses under the licenses and sublicenses granted under Section 3.1 to its AFFILIATES and THIRD PARTIES (with the right to grant further sublicenses, subject to any terms, conditions and restrictions on further sublicensing under IXSYS LICENSE AGREEMENTS). MEDIMMUNE shall deliver to IXSYS a copy of each such sublicense promptly after execution of the same. Each such sublicense shall be subject 2.1 Subject to the terms and conditions of this Agreement.
3.3 The licenses granted hereunder include , CDS hereby grants to CIO and its Affiliates a sole and exclusive worldwide license (including an exclusive sublicense under the right of MEDIMMUNEUKRF License), its AFFILIATES under the Licensed Patent Rights and SUBLICENSEES Licensed Know-How, to grant to make, use, lease and sell the purchaser thereof Licensed Products and Licensed Processes for Ophthalmic Applications. CIO shall have the right to use and/or resell a purchased PRODUCT sublicense its rights hereunder; provided, however, that for five years after the date of this Agreement, CIO shall not, without the written consent of CDS (which a royalty has been paid hereunder on NET SALES of such PRODUCT (determined in accordance with Section 1.9consent shall not be unreasonably withheld or delayed), without payment enter into a sublicense agreement relating to rights in the United States which .agreement would result in CIO having no direct involvement in manufacturing, marketing or regulatory activity concerning Licensed Products. Without limiting the generality of the foregoing, CDS includes in such license to CIO any and all of its rights and interests in the Initial Ophthalmic Products. CDS further royalty agrees to IXSYS.
3.4 The provisions of Section 11.3(b) set forth MEDIMMUNE's only diligence obligations to IXSYS refrain from asserting against CIO, with respect to researchCIO's activities licensed hereunder, any other patent or proprietary right owned or controlled by CDS which covers the Licensed Products, Licensed Processes or Licensed Know-How that might otherwise be infringed by CIO in making, using or selling Licensed Products and Licensed Processes hereunder. The parties acknowledge that CDS retains its rights in the Licensed Patent Rights and the Licensed Know-How for applications other than Ophthalmic Applications.
2.2 CDS shall maintain the UKRF License in full force and effect and shall not amend or modify the UKRF License without CIO's written consent, which consent CIO shall not unreasonably withhold or delay.
2.3 Notwithstanding the license grant in Section 2.1, CDS hereby retains and reserves a nonexclusive, non-transferable royalty-free right and license under the Licensed Patent Rights and Licensed Know-How solely for research use involving Ophthalmic Applications, but not for making, using or selling any commercial products or processes for Ophthalmic Applications. [*]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
2.4 If, during the term of this Agreement, CIO determines, in its discretion, not to pursue development and or commercialization (either through its own development effort or through licensing others for such purpose) of PRODUCTany Licensed Products for a particular disease or condition included within Ophthalmic Applications, then CIO shall so notify CDS, and if CDS notifies CIO, within 60 days after such notice from CIO, that it desires a license under the sole and exclusive remedy Licensed Patent Rights to develop a product for failure that same disease or condition, then CIO shall grant CDS a nonexclusive, transferable, royalty-free sublicense for such application provided that CDS shall not grant any sublicense on royalty terms more favorable than those granted to meet such obligations.
3.5 IXSYS acknowledges that MEDIMMUNE is in the business of developing, manufacturing and selling of medical processes and products and that nothing in this Agreement shall be construed as restricting such business or imposing on MEDIMMUNE the duty to market, and/or sell and exploit PRODUCT for which royalties are due hereunder to the exclusion of or in preference to any other product or process.
3.6 Subject to Section 11.3(b), MEDIMMUNE shall have sole discretion for making all decisions relating to the commercialization and marketing of PRODUCT.
3.7 Except as otherwise expressly provided CIO in this Agreement. Such license to CDS shall cover only the Licensed Patent Rights, or the parties otherwise expressly agree in writing, neither party shall obtain and not any right or license in any patent rights, know-how, materials or technology other proprietary rights of the other party (by implication, estoppel or otherwise) for any purposeCIO.
3.8 IXSYS shall in good faith request that its licensor under each IXSYS LICENSE AGREEMENT provide the consent of Appendix C.
Appears in 1 contract
Sources: License and Development Agreement (Control Delivery Systems Inc/Ma)
License Grants. 2.1 License Grant to PDL On Effective Date.
(a) IXSYS hereby Subject to the terms and conditions of this Amended and Restated Worldwide Agreement, Roche grants to MEDIMMUNE PDL and MEDIMMUNE hereby accepts from IXSYS to PDL’s Affiliates the worldwide right and license under the Roche Licensed Know-How and Roche Licensed Patents, to (i) develop, use, market, promote, and detail Daclizumab in the Territory solely for use in Autoimmune Indications and/or the Other Indications, and (ii) sell and offer for sale Daclizumab in the Territory, under the AI Trademarks.
(b) The licenses set forth in Sections 2.1(a)(i) and 2.1(a)(ii) shall be exclusive (even as to Roche) with respect to the Roche Licensed Know-How and Roche Licensed Patents that Roche or its Affiliate solely owns or has an exclusive license. With respect to the Roche Licensed Know-How and Roche Licensed Patents to which Roche or its Affiliate has a non-exclusive license, such licenses shall be sole, non-exclusive licenses. With respect to the Roche Licensed Know-How and Roche Licensed Patents that Roche or its Affiliate jointly owns, such licenses shall be sole licenses under Roche’s interest in such Roche Licensed Know-How and exclusive Roche Licensed Patents. As used in this Section 2.1(b) a “sole” license means that the Roche will not grant to any Third Party a license that overlaps with the scope of the licenses granted to PDL under Section 2.1(a).
(c) Roche grants to PDL and to PDL’s Affiliates, the nonexclusive right under the Roche Licensed Know-How and Roche Licensed Patents to make, have made, and import Daclizumab.
(d) PDL and its Affiliates may sublicense the rights and licenses granted to them under Sections 2.1(a) and (c) to any Affiliate or Third Party, with the right to further sublicense; provided, however, that without Roche’s written consent, PDL shall not have the right to sublicense, during the Commercialization Term, any of the [*] rights or licenses in Section 2.1(a) to any other entity, that is, as of the time of such sublicensing, [*] in the [*] (in at least one [*] with [*]), or [*] in the [*] any [*] for the [*] of [*] in any [*]. It is expressly understood and agreed by Roche that PDL shall have the right to sublicense its rights under Sections 2.1(a) and (c) to [*]. Notwithstanding the preceding limitation on sublicensing, PDL and its Affiliates may use Third Party distributors in accordance with their customary practices.
(e) Subject to the terms and conditions of this Amended and Restated Worldwide Agreement, Roche grants to PDL and to PDL’s Affiliates a worldwide right and license (or sublicense, as applicablethe case may be) for under the LICENSED TERRITORY Roche Licensed Know-How received by PDL pursuant to the 1989 Agreements, 1999 Agreements or Section 2.4 hereof, the Roche Controlled Patents and only those Roche Owned Patents listed in Schedule 2.8(a), to (i) under and to IXSYS PATENTS and IXSYS KNOW-HOW to research, develop, use, market, promote, and detail Other Licensed Products in the Territory solely for use in Autoimmune Indications and/or the Other Indications; (ii) sell and offer for sale Other Licensed Products in the Territory; and (iii) to make, have made, use, import, export and sell, offer to sell or have sold PRODUCTS and (ii) to make, have made and useimport Other Licensed Products in the Territory.
(af) The license set forth in Section 2.1(e) shall be exclusive (ieven as to Roche) with respect to the Roche Controlled Patents that Roche or its Affiliate solely owns or has an exclusive license. With respect to the Roche Controlled Patents to which Roche or its Affiliate has a non-exclusive license, such license shall be a sole, non-exclusive license. With respect to the Roche Owned Patents that Roche or its Affiliate jointly owns, such license shall be a sole license under Roche’s interest in such Roche Owned Patents. PDL and its Affiliates shall have the right freely to sublicense, through multiple tiers, the rights and licenses granted to them under Section 2.1(e). Notwithstanding anything to the contrary in this AgreementSection 2.1(e), the rights and licenses granted license to MEDIMMUNE under this Agreement exclude Roche Licensed Know-How shall be non-exclusive. Roche hereby covenants that, until the termination, pursuant to Section 2.2(a), of the license set forth in Section 2.1(e), it will not grant to any Third Party any right or license under the (express i) Roche Controlled Patents to which Roche or impliedits Affiliate has a non-exclusive license or (ii) under any IXSYS patent rights Roche Owned Patents that Roche or know-how regarding its Affiliate jointly owns, to (A) develop, use, market, promote, and detail Other Licensed Products in the generationTerritory for use in Autoimmune Indications and/or the Other Indications; (B) sell and offer for sale Other Licensed Products in the Territory; and (C) make, discovery or modification of antibody librarieshave made, antibodies or fragments thereof, generallyand import Other Licensed Products in the Territory.
(bg) To the extent that the rights and licenses granted If PDL wishes to MEDIMMUNE receive a license with respect to Other Licensed Products in Autoimmune Indications and/or Other Indication, under Section 3.1(a) is a sublicense under an IXSYS LICENSE AGREEMENT, the rights, and licenses granted to MEDIMMUNE under such sublicense are limited to the extent that IXSYS is licensed under the IXSYS LICENSE AGREEMENT and such sublicense is subject to the terms, conditions and restrictions of the IXSYS LICENSE AGREEMENT any Roche Owned Patents that are applicable to a sublicense thereunder. MEDIMMUNE not listed in Schedule 2.8(a), it shall not take or omit to take any action the effect of which would cause IXSYS to be in breach of IXSYS' obligations under the IXSYS LICENSE AGREEMENTS (without regard to any applicable cure or notice requirements thereof)[*] and Roche shall [*].
3.2 MEDIMMUNE shall have 2.2 License Grant to PDL On Reversion Effective Date or Put Right Effective Date.
(a) Effective only on the right Reversion Effective Date or the Put Right Effective Date, Roche hereby grants the following license to grant sublicenses under the licenses and sublicenses granted under Section 3.1 to its AFFILIATES and THIRD PARTIES (with the right to grant further sublicenses, subject to any terms, conditions and restrictions on further sublicensing under IXSYS LICENSE AGREEMENTS). MEDIMMUNE shall deliver to IXSYS a copy of each such sublicense promptly after execution of the same. Each such sublicense shall be PDL: subject to the terms and conditions of this Amended and Restated Worldwide Agreement.
3.3 The , Roche grants to PDL and to PDL’s Affiliates a worldwide right and license under the Roche Know-How and Roche Patents, to develop, use, manufacture, have manufactured, market, promote, import, offer for sale, sell and have sold Daclizumab and all Other Licensed Products in the Field and in the Territory. On the effectiveness of the license set forth in this Section 2.2(a), the licenses granted hereunder include in Section 2.1(a), (c) and (e) shall terminate. PDL and its Affiliates shall have the right of MEDIMMUNEfreely to sublicense, its AFFILIATES and SUBLICENSEES to grant to the purchaser thereof with the right to use and/or resell a purchased PRODUCT for which a royalty has been paid hereunder on NET SALES of such PRODUCT (determined in accordance with further sublicense, the right and license granted to them under this Section 1.92.2(a), without payment of any further royalty to IXSYS.
3.4 The provisions of Section 11.3(b(b) For Daclizumab, the license set forth MEDIMMUNE's only diligence obligations in Section 2.2(a) shall be exclusive (even as to IXSYS Roche) with respect to researchthe Roche Know-How and Roche Patents that Roche or its Affiliate solely owns or has an exclusive license. With respect to the Roche Know-How and Roche Patents to which Roche or its Affiliate has a non-exclusive license, development and commercialization of PRODUCT, and the sole and exclusive remedy for failure to meet such obligations.
3.5 IXSYS acknowledges that MEDIMMUNE is license set forth in the business of developing, manufacturing and selling of medical processes and products and that nothing in this Agreement Section 2.2(a) shall be construed as restricting such business or imposing on MEDIMMUNE the duty to marketa sole, and/or sell and exploit PRODUCT for which royalties are due hereunder non-exclusive license. With respect to the exclusion of Roche Know-How and Roche Patents that Roche or its Affiliate jointly owns, the license set forth in preference Section 2.2(a) shall be a sole license under Roche’s interest in such Roche Know-How and Roche Patents. Roche hereby covenants that it will not grant to any other product or process.
3.6 Subject to Section 11.3(b), MEDIMMUNE shall have sole discretion for making all decisions relating to the commercialization and marketing of PRODUCT.
3.7 Except as otherwise expressly provided in this Agreement, or the parties otherwise expressly agree in writing, neither party shall obtain Third Party any right or license, under (i) the Roche Know-How and Roche Patents to which Roche or its Affiliate has a non-exclusive license or (ii) the Roche Know-How and Roche Patents that Roche or its Affiliate jointly owns, to develop, use, manufacture, have manufactured, market, promote, import, offer for sale and sell Daclizumab in the Field and in the Territory.
(c) For Other Licensed Products, the license set forth in Section 2.2(a) shall be non-exclusive. Notwithstanding the preceding sentence, Roche hereby covenants that it will not grant licenses to any patent Third Party under the Roche Patents to make, have made, use, sell, offer for sale or import any Other Licensed Product.
2.3 Certain [*] To PDL of [*] Intellectual Property. PDL acknowledges and understands that [*] are [*] as to [*] (a) Roche has received, prior to the Effective Date, a [*] license under certain [*] of [*] that [*] cover the manufacture, use, importation, offer for sale or sale of humanized antibodies against IL-2R, including Daclizumab and any Other Licensed Products, and/or (b) [*] Roche has the right to [*] such licensed [*], to the extent granted to Roche. In the event that the parties agree that Roche is [*] such license [*], PDL shall be deemed to have been [*] pursuant to the [*], as applicable, and such [*] will be deemed part of the [*] licensed thereunder. In the event that the parties agree that Roche [*] such rights, know-how, materials or technology and/or that Roche [*] such rights to PDL as part of the other party ([*], Roche agrees to use diligent efforts to itself secure or assist PDL in securing from [*], a license to such [*] from [*], which license rights will be documented under a separate agreement from this Amended and Restated Worldwide Agreement. If [*] obtains [*] consent to the terms of such separate agreement, then it shall be deemed a [*] and [*] shall [*] the costs of such license rights, in the manner and as set forth in Section 7.4, [*] the [*] the costs and royalties owed to [*] shall be as follows: [*] shall bear [*] of the cost of such license rights and [*] shall bear [*] of the costs of such license rights; and provided, however, that this addition or offset shall not cause the amount to be paid by implicationPDL to Roche pursuant to Section 7.2(c), estoppel in the aggregate and after payment to [*], to be less than [*] of [*] in [*]. On either the [*] or otherwisethe [*], [*] shall be [*] responsible for paying the prospective costs of such license from that date forward, as further detailed in Section 7.4(e). If the Exercise Period expires without [*] or [*], then the parties will proceed as detailed in Section 7.4(f) for any purposewith respect to Third Party Licenses.
3.8 IXSYS shall in good faith request that its licensor under each IXSYS LICENSE AGREEMENT provide the consent of Appendix C.
Appears in 1 contract
License Grants. (a) IXSYS hereby grants to MEDIMMUNE and MEDIMMUNE hereby accepts from IXSYS a sole and exclusive right and license (or sublicense, as applicable) for the LICENSED TERRITORY (i) under and to IXSYS PATENTS and IXSYS KNOW-HOW to research, develop, make, have made, use, import, export and sell, offer to sell or have sold PRODUCTS and (ii) to make, have made and use
(a) (i). Notwithstanding anything to the contrary in this Agreement, the rights and licenses granted to MEDIMMUNE under this Agreement exclude any right or license (express or implied) under any IXSYS patent rights or know-how regarding the generation, discovery or modification of antibody libraries, antibodies or fragments thereof, generally.
(b) To the extent that the rights and licenses granted to MEDIMMUNE under Section 3.1(a) is a sublicense under an IXSYS LICENSE AGREEMENT, the rights, and licenses granted to MEDIMMUNE under such sublicense are limited to the extent that IXSYS is licensed under the IXSYS LICENSE AGREEMENT and such sublicense is subject to the terms, conditions and restrictions of the IXSYS LICENSE AGREEMENT that are applicable to a sublicense thereunder. MEDIMMUNE shall not take or omit to take any action the effect of which would cause IXSYS to be in breach of IXSYS' obligations under the IXSYS LICENSE AGREEMENTS (without regard to any applicable cure or notice requirements thereof).
3.2 MEDIMMUNE shall have the right to grant sublicenses under the licenses and sublicenses granted under Section 3.1 to its AFFILIATES and THIRD PARTIES (with the right to grant further sublicenses, subject to any terms, conditions and restrictions on further sublicensing under IXSYS LICENSE AGREEMENTS). MEDIMMUNE shall deliver to IXSYS a copy of each such sublicense promptly after execution of the same. Each such sublicense shall be subject 2.01 Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a limited, non-exclusive, non-transferable (except as provided in Section 2.05 and Article 8 right and license to use Licensor Patent Rights and Licensor Technical Information to design, construct, operate and maintain (including modify, expand and replace) Licensed Facilities under a separate Site License Agreement for each Licensed Plant, to practice the Conversion Process to manufacture Syncrude solely for the purpose of producing, using, and selling Marketable Products anywhere in the world.
3.3 The licenses granted hereunder include the right of MEDIMMUNE, its AFFILIATES and SUBLICENSEES to grant 2.02 Subject to the purchaser thereof the terms and conditions of this Agreement, Licensor grants to Licensee a limited, non-exclusive, non-transferable (except as provided in SECTION 2.05 & ARTICLE 8) right to purchase from Reactor Vendors the appropriate ▇▇▇▇▇▇▇-Tropsch and autothermal reforming reactors for use and/or resell a purchased PRODUCT for which a royalty has been paid hereunder on NET SALES of such PRODUCT (determined in accordance with Section 1.9), without payment of any further royalty to IXSYS.
3.4 The provisions of Section 11.3(b) set forth MEDIMMUNE's only diligence obligations to IXSYS with respect to research, development and commercialization of PRODUCT, and the sole and exclusive remedy for failure to meet such obligations.
3.5 IXSYS acknowledges that MEDIMMUNE is in the business practice of developing, manufacturing and selling of medical processes and products and that nothing in this Agreement shall be construed as restricting such business or imposing on MEDIMMUNE the duty to market, and/or sell and exploit PRODUCT for which royalties are due hereunder to the exclusion of or in preference to any other product or process.
3.6 Subject to Section 11.3(b), MEDIMMUNE Conversion Process at a Licensed Plant. Licensee shall have sole discretion for making all decisions relating no right to the commercialization and marketing of PRODUCT.
3.7 Except make, have made, or sell any reactor based on Reactor Information except as otherwise expressly provided in this SECTION 2.02.
2.03 Subject to the terms and conditions of this Agreement, Licensor grants to Licensee (a) the right to purchase from Licensor the appropriate ▇▇▇▇▇▇▇-Tropsch Catalyst and, from either Licensor or a catalyst vendor designated by Licensor, the parties otherwise expressly agree appropriate autothermal reforming catalyst for use in writingthe practice of the Conversion Process at a Licensed Plant to manufacture Syncrude solely for the purpose of producing, neither using, and selling Marketable Products anywhere in the world and (b) a limited non-exclusive, non-transferable (except as provided in SECTION 2.05 & ARTICLE 8) right and license under Licensor Catalyst Patent Rights and Licensor Catalyst Information to use such catalysts in the practice of the Conversion Process at a Licensed Plant to manufacture Syncrude solely for the purpose of producing, using, and selling Marketable Products anywhere in the world. The purchase price for any catalyst purchased by Licensee from Licensor shall be equal to the lowest of (a) Licensor's cost to produce or have produced such catalysts, plus a markup of twenty five percent (25%), or (b) if, during the twelve (12) month period prior to a catalyst purchase by Licensee, the same catalyst (at comparable quantities) was sold by Licensor to a third party at a markup less than twenty five percent (25%), Licensee shall obtain be entitled to the lower markup for its current catalyst purchase. Licensor will, no more than once per year, provide Licensee reasonable access to the relevant books of Licensor to verify the lowest markup for such catalyst. Licensee shall have no rights to make, have made, or sell any Licensor ▇▇▇▇▇▇▇-Tropsch Catalyst or autothermal reforming catalyst, which is proprietary to Licensor. Beyond the initial catalyst fill, for a Licensed Plant, Licensee will have the right to buy replacement catalyst from other catalyst suppliers. If Licensor specifies in the Process Design Package an autothermal reforming catalyst commercially available from a third party, Licensee shall have the right to purchase such catalyst directly from a third party.
2.04 Upon Licensee's written request, Licensor will execute a Site License Agreement with respect to a specific proposed Licensed Plant if:
(a) Licensee has a Participating Interest in the proposed Licensed Plant as represented in a Request for Site License Agreement (ATTACHMENT 1);
(b) Licensee is current on all payments due under prior Site License Agreements for all Licensed Facilities under this Agreement in accordance with their respective terms;
(c) there is not a material default under this Agreement for which Licensee is responsible resulting from or affecting more than one Licensed Plant; and
(d) no Person having a Participating Interest in the proposed Licensed Plant is in material default under any agreement relating to Licensor Technology. Until such time as the above conditions are satisfied, Licensee shall have no right or license to use Licensor Technology at the proposed Licensed Plant.
2.05 During the term of this Agreement, Licensee may extend this Agreement to any Affiliate, provided that Licensee shall first notify Licensor in writing of any patent rights, know-how, materials or technology such extension and the acceptance of such extension by such Affiliate pursuant to this SECTION 2.05. The Affiliate to which this Agreement may be extended by Licensee shall be subject to and shall accept in writing (in the form set forth in ATTACHMENT 2) the same obligations to which Licensee is subjected under this Agreement and all terms and conditions of this Agreement shall apply to such Affiliate with respect to its obligations and its rights (except the right of extension as set forth in this SECTION 2.05) as if such Affiliate had entered into this Agreement with Licensor effective as of the other party (date of such extension. Licensee warrants to Licensor the full performance by implicationsuch Affiliate of the obligations which are imposed upon such Affiliate as a result of such extension of this Agreement and, estoppel or otherwise) notwithstanding any such extension, Licensee shall still be liable to Licensor for all sums which become due from such Affiliate to Licensor and for any purposedefault by such Affiliate in the performance of its obligations under this Agreement. 3.
3.8 IXSYS shall in good faith request that its licensor under each IXSYS LICENSE AGREEMENT provide the consent of Appendix C.
Appears in 1 contract
License Grants. (a) IXSYS Subject to the terms of this Agreement, Paragon hereby grants to MEDIMMUNE Spyre a royalty-bearing, exclusive (even as to Paragon and MEDIMMUNE hereby accepts from IXSYS a sole its Affiliates, subject to Paragon’s retained rights under Section 2.4) license, including the right to sublicense through multiple tiers, under the Licensed Antibody Technology to Develop, Manufacture, Commercialize, or otherwise exploit Licensed Antibodies, Derived Antibodies and exclusive right and license (or sublicense, as applicable) for Products in the LICENSED TERRITORY (i) under and to IXSYS PATENTS and IXSYS KNOW-HOW to research, develop, make, have made, use, import, export and sell, offer to sell or have sold PRODUCTS and (ii) to make, have made and use
(a) (i). Notwithstanding anything to Field in the contrary in this Agreement, the rights and licenses granted to MEDIMMUNE under this Agreement exclude any right or license (express or implied) under any IXSYS patent rights or know-how regarding the generation, discovery or modification of antibody libraries, antibodies or fragments thereof, generallyTerritory.
(b) To Subject to the extent that terms of this Agreement, including Section 2.7, Paragon hereby grants to Spyre a royalty-bearing, non-exclusive right and license, including the rights right to sublicense through multiple tiers, under the Licensed Antibody Technology to Develop, Manufacture, Commercialize or otherwise exploit Multispecific Antibodies and licenses granted Multispecific Products in the Field in the Territory.
(c) Subject to MEDIMMUNE the terms of this Agreement, Paragon hereby grants to Spyre a royalty-bearing, non-exclusive license, including the right to sublicense through multiple tiers, under Section 3.1(athe Other Licensed Patents to Develop, Manufacture, Commercialize or otherwise exploit Licensed Antibodies, Derived Antibodies, Multispecific Antibodies, Products and Multispecific Products in the Field in the Territory.
(d) is Subject to the terms of this Agreement, Paragon hereby grants to Spyre a royalty-bearing, non-exclusive license, including the right to sublicense through multiple tiers, under an IXSYS LICENSE AGREEMENTthe Other Licensed Know-How to Develop, the rightsManufacture, and licenses granted to MEDIMMUNE under such sublicense are limited Commercialize or otherwise exploit (i) Licensed Antibodies, or (ii) Products, Multispecific Antibodies or Multispecific Products, in each case solely to the extent that IXSYS is licensed under comprising or containing a Licensed Antibody, in the IXSYS LICENSE AGREEMENT and such sublicense is subject Field in the Territory.
(e) Subject to the termsterms of this Agreement, conditions and restrictions of the IXSYS LICENSE AGREEMENT that are applicable Paragon hereby grants to Spyre a sublicense thereunder. MEDIMMUNE shall not take or omit to take any action the effect of which would cause IXSYS to be in breach of IXSYS' obligations under the IXSYS LICENSE AGREEMENTS (without regard to any applicable cure or notice requirements thereof).
3.2 MEDIMMUNE shall have non-exclusive license, including the right to grant sublicenses sublicense through multiple tiers, under the licenses and sublicenses granted under Section 3.1 Paragon Cross License Patents to its AFFILIATES and THIRD PARTIES Develop, Manufacture, Commercialize or otherwise exploit the Licensed Antibodies solely in the Field in the Territory.
(with f) Subject to the terms of this Agreement, Spyre hereby grants to Paragon a non-exclusive license, including the right to grant further sublicensessublicense through multiple tiers, subject under the Spyre Cross License Patents to any termsDevelop, conditions and restrictions on further sublicensing under IXSYS LICENSE AGREEMENTS). MEDIMMUNE shall deliver to IXSYS a copy of each such sublicense promptly after execution of Manufacture, Commercialize or otherwise exploit the same. Each such sublicense shall be subject to the terms and conditions of this Agreement.
3.3 The licenses granted hereunder include the right of MEDIMMUNE, its AFFILIATES and SUBLICENSEES to grant to the purchaser thereof the right to use and/or resell a purchased PRODUCT for which a royalty has been paid hereunder on NET SALES of such PRODUCT (determined in accordance with Section 1.9), without payment of any further royalty to IXSYS.
3.4 The provisions of Section 11.3(b) set forth MEDIMMUNE's only diligence obligations to IXSYS with respect to research, development and commercialization of PRODUCT, and the sole and exclusive remedy for failure to meet such obligations.
3.5 IXSYS acknowledges that MEDIMMUNE is Retained IL-23 Project Antibodies solely in the business of developing, manufacturing and selling of medical processes and products and that nothing Field in this Agreement shall be construed as restricting such business or imposing on MEDIMMUNE the duty to market, and/or sell and exploit PRODUCT for which royalties are due hereunder to the exclusion of or in preference to any other product or processTerritory.
3.6 Subject to Section 11.3(b), MEDIMMUNE shall have sole discretion for making all decisions relating to the commercialization and marketing of PRODUCT.
3.7 Except as otherwise expressly provided in this Agreement, or the parties otherwise expressly agree in writing, neither party shall obtain any right or license in any patent rights, know-how, materials or technology of the other party (by implication, estoppel or otherwise) for any purpose.
3.8 IXSYS shall in good faith request that its licensor under each IXSYS LICENSE AGREEMENT provide the consent of Appendix C.
Appears in 1 contract
License Grants. (a) IXSYS hereby grants to MEDIMMUNE and MEDIMMUNE hereby accepts from IXSYS a sole and exclusive right and license (or sublicense, as applicable) for the LICENSED TERRITORY (i) under and to IXSYS PATENTS and IXSYS KNOW-HOW to research, develop, make, have made, use, import, export and sell, offer to sell or have sold PRODUCTS and (ii) to make, have made and use
(a) (i). Notwithstanding anything to the contrary in this Agreement, the rights and licenses granted to MEDIMMUNE under this Agreement exclude any right or license (express or implied) under any IXSYS patent rights or know-how regarding the generation, discovery or modification of antibody libraries, antibodies or fragments thereof, generally.
(b) To the extent that the rights and licenses granted to MEDIMMUNE under Section 3.1(a) is a sublicense under an IXSYS LICENSE AGREEMENT, the rights, and licenses granted to MEDIMMUNE under such sublicense are limited to the extent that IXSYS is licensed under the IXSYS LICENSE AGREEMENT and such sublicense is subject to the terms, conditions and restrictions of the IXSYS LICENSE AGREEMENT that are applicable to a sublicense thereunder. MEDIMMUNE shall not take or omit to take any action the effect of which would cause IXSYS to be in breach of IXSYS' obligations under the IXSYS LICENSE AGREEMENTS (without regard to any applicable cure or notice requirements thereof).
3.2 MEDIMMUNE shall have the right to grant sublicenses under the licenses and sublicenses granted under Section 3.1 to its AFFILIATES and THIRD PARTIES (with the right to grant further sublicenses, subject to any terms, conditions and restrictions on further sublicensing under IXSYS LICENSE AGREEMENTS). MEDIMMUNE shall deliver to IXSYS a copy of each such sublicense promptly after execution of the same. Each such sublicense shall be subject 2.01 Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a limited, non-exclusive, non-transferable (except as provided in Section 2.05 & Article 8) right and license to use Licensor Patent Rights and Licensor Technical Information to design, construct, operate and maintain (including modify, expand and replace) Licensed Facilities in the Licensed Territory, under a separate Site License Agreement for each Licensed Plant, to practice the Conversion Process to manufacture Syncrude solely for the purpose of producing, using, and selling Marketable Products anywhere in the world.
3.3 The licenses granted hereunder include the right of MEDIMMUNE, its AFFILIATES and SUBLICENSEES to grant 2.02 Subject to the purchaser thereof the terms and conditions of this Agreement, Licensor grants to Licensee a limited, non-exclusive, non-transferable (except as provided in Section 2.05 & Article 8) right to purchase from Reactor Vendors the appropriate ▇▇▇▇▇▇▇-Tropsch reactors and autothermal reforming reactors for use and/or resell a purchased PRODUCT for which a royalty has been paid hereunder on NET SALES of such PRODUCT (determined in accordance with Section 1.9), without payment of any further royalty to IXSYS.
3.4 The provisions of Section 11.3(b) set forth MEDIMMUNE's only diligence obligations to IXSYS with respect to research, development and commercialization of PRODUCT, and the sole and exclusive remedy for failure to meet such obligations.
3.5 IXSYS acknowledges that MEDIMMUNE is in the business practice of developing, manufacturing and selling of medical processes and products and that nothing in this Agreement shall be construed as restricting such business or imposing on MEDIMMUNE the duty to market, and/or sell and exploit PRODUCT for which royalties are due hereunder to the exclusion of or in preference to any other product or process.
3.6 Subject to Section 11.3(b), MEDIMMUNE Conversion Process at each Licensed Plant. Licensee shall have sole discretion for making all decisions relating no rights to the commercialization and marketing of PRODUCT.
3.7 Except make, have made, or sell any reactor based on Reactor Information except as otherwise expressly provided in this Section 2.02.
2.03 Subject to the terms and conditions of this Agreement, Licensor grants to Licensee (a) the right to purchase from Licensor the appropriate ▇▇▇▇▇▇▇-Tropsch Catalyst and, from either Licensor or a catalyst vendor designated by Licensor, the parties otherwise expressly agree appropriate autothermal reforming catalyst for use in writingthe practice of the Conversion Process at each Licensed Plant in the Licensed Territory to manufacture Syncrude solely for the purpose of producing, neither using, and selling Marketable Products anywhere in the world and (b) a limited non-exclusive, non-transferable (except as provided in Section 2.05 & Article 8) right and license under Licensor Catalyst Patent Rights and Licensor Catalyst Information to use such catalysts in the practice of the Conversion Process at the Licensed Plant in the Licensed Territory to manufacture Syncrude solely for the purpose of producing, using, and selling Marketable Products anywhere in the world. Licensee may purchase catalyst from Licensor at a price equal to the lowest of (a) Licensor's cost to produce or have produced such catalysts, plus a markup of twenty five percent (25%), or (b) if, during the twelve (12) month period prior to a catalyst purchase by Licensee, the same catalyst (at comparable quantities) was sold to another party at a markup less than twenty five percent (25%), Licensee shall obtain have a right to the lower markup for its current catalyst purchase. Licensor will, no more than once per year, provide Licensee reasonable access to the relevant books of Licensor to verify the lowest markup for such catalyst. Licensee shall have no rights to make, have made, or sell any Licensor ▇▇▇▇▇▇▇-Tropsch Catalyst or autothermal reforming catalyst, if proprietary to Licensor. Beyond the initial catalyst fill, Licensee will have the right to buy replacement catalyst from other catalyst suppliers. If Licensor specifies in the Process Design Package an autothermal reforming catalyst commercially available from a third party, Licensee shall have the right to purchase such catalyst directly from a third party.
2.04 Upon Licensee's request, Licensor will execute a Site License Agreement with respect to a specific proposed Licensed Plant if:
(a) Licensee has a Participating Interest in the proposed Licensed Plant as represented in a Request for Site License Agreement (Attachment 1);
(b) Licensee is current on all payments due under prior Site License Agreements for all Licensed Facilities under this Agreement in accordance with their respective terms;
(c) There is not a material default under this Agreement for which Licensee is responsible resulting from or affecting more than one Licensed Plant; and
(d) No Person having a Participating Interest in the proposed Licensed Plant is in material default under any agreement relating to Licensor Technology. Until such time as the above conditions are satisfied, Licensee shall have no right or license to use Licensor Technology at the proposed Licensed Plant.
2.05 During the term of this Agreement, Licensee may extend this Agreement to any Affiliate, provided that Licensee shall first notify Licensor in writing of any patent rights, know-how, materials or technology such extension and the acceptance of such extension by such Affiliate pursuant to this Section 2.05. The Affiliate to which this Agreement may be extended by Licensee shall be subject to and shall accept in writing (in the form set forth in Attachment 2) the same obligations to which Licensee is subjected under this Agreement and all terms and conditions of this Agreement shall apply to such Affiliate with respect to its obligations and its rights (except the right of extension as set forth in this Section 2.05) as if such Affiliate had entered into this Agreement with Licensor effective as of the other party (date of such extension. Licensee warrants to Licensor the full performance by implicationsuch Affiliate of the obligations which are imposed upon such Affiliate as a result of such extension of this Agreement and, estoppel or otherwise) notwithstanding any assignment, Licensee shall still be liable to Licensor for all sums which become due from such Affiliate to Licensor and for any purposedefault by such Affiliate.
3.8 IXSYS shall in good faith request that its licensor under each IXSYS LICENSE AGREEMENT provide the consent of Appendix C.
Appears in 1 contract
License Grants. (a) IXSYS 2.1 Effective as of the Closing, Buyer hereby grants to MEDIMMUNE Seller, from and MEDIMMUNE hereby accepts from IXSYS after the Closing Date, a sole perpetual, royalty-free, fully paid, irrevocable worldwide license to use and exclusive otherwise exploit the Licensed Back Technology and Licensed Back Intellectual Property Rights, including the right and license (or sublicense, as applicable) for the LICENSED TERRITORY (i) under to grant sublicenses and to IXSYS PATENTS make derivatives thereof, and IXSYS KNOW-HOW to research, develop, make, have made, use, import, export and sell, offer for sale and import products, practice methods and processes and provide services. Nothing in this Agreement shall be deemed to sell limit the restrictions set forth in, or to authorize conduct by Seller prohibited by Section 6.12 of the Asset Purchase Agreement (Non-Competition with the Business). For a period of eight (8) years commencing on the Closing Date, Seller's rights under this SECTION 2.1 may not be exercised within the Tekelec Prohibited Field of Use, and after such eight (8) year period has ended, such field of use restriction shall terminate and be of no further force and effect, and Seller may thereafter exercise its rights under this SECTION 2.1 without such field of use restriction. For a period of five (5) years commencing on the Closing Date, Seller shall have sold PRODUCTS the exclusive rights to develop, manufacture, sell, market and support products in the Catapult Prohibited Field of Use that incorporate or would otherwise infringe the Licensed Back Technology or Licensed Back Intellectual Property Rights, and Buyer may not develop, manufacture, sell, market and support products in the Catapult Prohibited Field of Use that incorporate or would otherwise infringe the Licensed Back Technology or Licensed Back Intellectual Property Rights. After such five (ii5) year period has ended, the exclusivity set forth in the previous sentence shall terminate and be of no further force and effect, and Seller may thereafter exercise its rights under this SECTION 2.1 on a non-exclusive basis.
2.2 Effective as of the Closing, Seller hereby grants to Buyer, from and after the Closing Date, a perpetual, royalty-free, fully paid, irrevocable worldwide license to use and otherwise exploit the Licensed Technology and the Licensed Intellectual Property (including the Technology Deliverables delivered by Seller pursuant to SECTION 2.7), including the right to grant sublicenses and to make derivatives thereof, and to make, have made made, use, sell, offer for sale and import products, practice methods and processes and provide services. In addition, effective as of the Closing, as partial consideration for the Ireland Consideration to be paid as set forth in the Asset Purchase Agreement, Seller hereby grants to Catapult Ireland, from and after the Closing Date, a perpetual, royalty-free, fully paid, irrevocable license to use and otherwise exploit, in all countries other than the United States of America, the Licensed Technology and the Licensed Intellectual Property (including the Technology Deliverables delivered by Seller pursuant to SECTION 2.7), including the right to grant sublicenses and to make derivatives thereof, and to make, have made, use, sell, offer for sale and import products, practice methods and processes and provide services. For a period of five (5) years commencing on the Closing Date, Buyer's and Catapult Ireland's rights under this SECTION 2.2 may not be exercised within the Catapult Prohibited Field of Use, and after such five (5) year period has ended, such field of use restriction shall terminate and be of no further force and effect, and Buyer and Catapult may thereafter exercise their rights under this SECTION 2.2 without such field of use restriction. For a period of eight (8) years commencing on the Closing Date, Buyer and Catapult Ireland shall have the exclusive rights to develop, manufacture, sell, market and support products in the Tekelec Prohibited Field of Use that incorporate or would otherwise infringe the Licensed Technology or Licensed Intellectual Property, and Seller may not develop, manufacture, sell, market and support products in the Tekelec Prohibited Field of Use that incorporate or would otherwise infringe the Licensed Technology or Licensed Intellectual Property. After such eight (8) year period has ended, the exclusivity set forth in the previous sentence shall terminate and be of no further force and effect, and Buyer and Catapult Ireland may thereafter exercise its rights under this SECTION 2.2 on a non-exclusive basis.
2.3 With respect to Software included in the Licensed Technology or Licensed Back Technology ("LICENSED Software"), the Signing Entity receiving a license to such Software pursuant to SECTION 2.1 or 2.2, as appropriate ("LICENSEE"), shall have the following rights pursuant to the license granted by the other Party ("LICENSOR") in SECTION 2.1 or 2.2, respectively: (a) (i). Notwithstanding anything to use, copy, perform, distribute and sublicense the contrary in this AgreementSoftware, the rights and licenses granted to MEDIMMUNE under this Agreement exclude any right or license (express or implied) under any IXSYS patent rights or know-how regarding the generation, discovery or modification of antibody libraries, antibodies or fragments thereof, generally.
(b) To only for Licensed Source Code (as defined below in this SECTION 2.3), to modify and create derivative works thereof and use, copy, perform, distribute and sublicense such modifications and derivative works. Licensor shall deliver and otherwise make available the extent that Software licensed to the rights Licensee hereunder in source code form, except for any Software specified as being delivered only in object code form in any schedule to the Asset Purchase Agreement or this Agreement describing any Licensed Intellectual Property, Licensed Technology, Licensed Back Intellectual Property Rights or Licensed Back Technology ("Licensed Source Code"). Licensee shall treat any Licensed Source Code licensed to Licensee hereunder as Confidential Information of the Licensor, and licenses granted shall not disclose, distribute or sublicense such Licensed Source Code to MEDIMMUNE under Section 3.1(aany third party in source code form. Licensee shall not in any event modify, translate, reverse engineer, decompile, disassemble or otherwise reduce to human perceivable form any Licensed Software licensed to such Signing Entity other than the Licensed Source Code.
2.4 Effective as of the Closing, Seller hereby grants: (1) is to Buyer a sublicense under an IXSYS LICENSE AGREEMENTroyalty-free, fully paid, non-exclusive worldwide license, and (2) to Catapult Ireland a royalty-free, fully paid, non-exclusive license in all countries other than the United States of America, to use the Licensed Trademarks in connection with the operation of the Business including, without limitation, the rights: (a) to mark Products with the Licensed Trademarks, and licenses granted to MEDIMMUNE under such sublicense are limited use the Licensed T▇▇▇▇marks in connection with the manufacture, sale and distribution of the Products; and (b) to use the Licensed Trademarks on packaging, manuals and documentation related to the extent Products, and on promotional, advertising, marketing and related materials associated with the Products, and to distribute and display the foregoing. Notwithstanding the foregoing, within [30] days after the Closing, Buyer shall take all action necessary to cause Tekelec Japan to change its name to eliminate the word "Tekelec," and shall cease using such "Tekelec" name in any other manner whatsoever, except that IXSYS is licensed under the IXSYS LICENSE AGREEMENT and such sublicense is subject to the terms, conditions and restrictions of the IXSYS LICENSE AGREEMENT that are applicable to a sublicense thereunder. MEDIMMUNE shall not take or omit to take any action the effect of which would cause IXSYS to be in breach of IXSYS' obligations under the IXSYS LICENSE AGREEMENTS (without regard to any applicable cure or notice requirements thereof).
3.2 MEDIMMUNE Buyer shall have the right to grant sublicenses under use the licenses and sublicenses granted under Section 3.1 to its AFFILIATES and THIRD PARTIES (with the right to grant further sublicenses, subject to any terms, conditions and restrictions on further sublicensing under IXSYS LICENSE AGREEMENTS). MEDIMMUNE shall deliver to IXSYS a copy of each such sublicense promptly after execution materials listed in Schedule 6.20 of the sameAsset Purchase Agreement for a period of not more than 90 days following the Closing, provided that in using such materials Buyer does not represent that the Business is then affiliated or otherwise associated with Seller. Each such sublicense The license granted in this SECTION 2.4 shall expire ninety (90) days after the Closing Date and shall be subject to the following:
(i) all goodwill associated with or that arises from Catapult Group's use of the Licensed Trademarks shall inure to the sole benefit of Seller;
(ii) Catapult Group shall not challenge the validity of the Licensed Trademarks or assist others in challenging the validity of the Licensed Trademarks;
(iii) Catapult Group shall not use the Licensed Trademarks in a manner that is disparaging to the Licensed Trademarks; and
(iv) Catapult Group shall use the Licensed Trademarks in compliance with Seller's trademark guidelines attached hereto as EXHIBIT A. Except as set forth above in this SECTION 2.4, Tahiti shall not use any Trademarks included in the Transferred Intellectual Property Rights, and Catalina Group shall not use any other Trademarks of Tahiti, whether alone or in combination with any other Trademarks.
2.5 Each Party shall cause its Affiliates to license to the other Party the rights described herein that are held by such Affiliates, in accordance with the terms and conditions of this Agreement.
3.3 The licenses 2.6 Each Party shall promptly execute and deliver such documents as the other Party may reasonably request to enable the other Party to perfect or register any rights granted hereunder include under this Agreement.
2.7 At the right Closing, Seller shall deliver to Buyer at least one (1) copy or example of MEDIMMUNEall Software, its AFFILIATES documents, media, hardware, equipment and SUBLICENSEES to grant to other items which constitute, embody, implement, explain or describe the purchaser thereof Licensed Technology, including without limitation data collections, databases, programs, algorithms, files, routines, systems prototypes, proofs of concept, apparatuses, designs, blueprints, drawings, plans and specifications (the right to use and/or resell a purchased PRODUCT "Technology Deliverables"). For all Technology Deliverables for which Seller possesses a royalty has been paid hereunder on NET SALES copy in electronic form, Seller shall deliver to Buyer an electronic copy of each such PRODUCT (determined Technology Deliverable, in accordance with Section 1.9), without payment of any further royalty addition to IXSYSdelivering a hard copy.
3.4 The provisions of Section 11.3(b) set forth MEDIMMUNE's only diligence obligations to IXSYS with respect to research, development and commercialization of PRODUCT, and the sole and exclusive remedy for failure to meet such obligations.
3.5 IXSYS acknowledges that MEDIMMUNE is in the business of developing, manufacturing and selling of medical processes and products and that nothing in this Agreement shall be construed as restricting such business or imposing on MEDIMMUNE the duty to market, and/or sell and exploit PRODUCT for which royalties are due hereunder to the exclusion of or in preference to any other product or process.
3.6 Subject to Section 11.3(b), MEDIMMUNE shall have sole discretion for making all decisions relating to the commercialization and marketing of PRODUCT.
3.7 Except as otherwise expressly provided in this Agreement, or the parties otherwise expressly agree in writing, neither party shall obtain any right or license in any patent rights, know-how, materials or technology of the other party (by implication, estoppel or otherwise) for any purpose.
3.8 IXSYS shall in good faith request that its licensor under each IXSYS LICENSE AGREEMENT provide the consent of Appendix C.
Appears in 1 contract
License Grants. (a) IXSYS In the event that any one or more of the N/T Patents is issued to Supplier, and only in such event, Supplier hereby grants to MEDIMMUNE Customer a worldwide, irrevocable (except as provided in Section C.5 below), transferable, non-exclusive right and MEDIMMUNE license to such issued N/T Patents (with the rights of sublicense and assignment) to use the underlying patented technology (the "License"), such License to be effective from and after the date of the issuance of any such N/T Patent. The License is without representation or warranty as to the N/T Patents and/or the underlying patented technology.
(b) Supplier hereby accepts from IXSYS grants to Customer a sole and worldwide, irrevocable (except as provided in Section C.5 below), non-transferable, non-exclusive right and license (or sublicense, as applicablewithout the rights of sublicense and assignment) to use and develop the Tubing Licensed Technology (the "Tubing License") for sales to Permitted Customers (and only for sales to Permitted Customers), such Tubing License to be effective from and after the LICENSED TERRITORY (i) under and to IXSYS PATENTS and IXSYS KNOW-HOW to research, develop, make, have made, use, import, export and sell, offer to sell date hereof. The Tubing License is without representation or have sold PRODUCTS and (ii) to make, have made and use
(a) (i). Notwithstanding anything warranty as to the contrary in this Agreement, the rights and licenses granted to MEDIMMUNE under this Agreement exclude any right or license (express or implied) under any IXSYS patent rights or know-how regarding the generation, discovery or modification of antibody libraries, antibodies or fragments thereof, generallyTubing License Technology.
(bc) To the extent that Supplier hereby grants to Customer a worldwide, irrevocable (except as provided in Section C.5 below), non-transferable, non-exclusive right and license (without the rights of sublicense and licenses granted assignment) to MEDIMMUNE under Section 3.1(a) is a sublicense under an IXSYS LICENSE AGREEMENTuse and develop the Electropolishing Licensed Technology (the "Electropolishing License," with the Tubing License and the License, collectively, the rights"Licenses") for sales to Permitted Customers (and only for sales to Permitted Customers), such Electropolishing License to be effective from and licenses granted to MEDIMMUNE under such sublicense are limited after the date hereof. The Electropolishing License is without representation or warranty as to the extent that IXSYS is licensed under the IXSYS LICENSE AGREEMENT and such sublicense is subject to the terms, conditions and restrictions Electropolishing Licensed Technology.
(d) None of the IXSYS LICENSE AGREEMENT that are applicable to a sublicense thereunder. MEDIMMUNE shall not take or omit to take any action the effect of which would cause IXSYS to be in breach of IXSYS' obligations under the IXSYS LICENSE AGREEMENTS (without regard to any applicable cure or notice requirements thereof).
3.2 MEDIMMUNE shall have the right to grant sublicenses under the licenses and sublicenses granted under Section 3.1 to its AFFILIATES and THIRD PARTIES (with the right to grant further sublicenses, subject to any terms, conditions and restrictions on further sublicensing under IXSYS LICENSE AGREEMENTS). MEDIMMUNE shall deliver to IXSYS a copy of each such sublicense promptly after execution of the same. Each such sublicense shall be subject to the terms and conditions of this Agreement.
3.3 The licenses granted hereunder include the right of MEDIMMUNE, its AFFILIATES and SUBLICENSEES to grant to the purchaser thereof Licenses includes the right to use and/or resell a purchased PRODUCT for which a royalty has been paid hereunder on NET SALES develop any improvements, additions and/or accretions to any of such PRODUCT (determined in accordance with Section 1.9)the N/T Patents, without payment of any further royalty to IXSYS.
3.4 The provisions of Section 11.3(b) set forth MEDIMMUNE's only diligence obligations to IXSYS with respect to researchthe Tubing Licensed Technology and/or the Electropolishing Licensed Technology created, development and commercialization of PRODUCT, and the sole and exclusive remedy for failure to meet such obligations.
3.5 IXSYS acknowledges that MEDIMMUNE is in the business of developing, manufacturing and selling of medical processes and products and that nothing in this Agreement shall be construed as restricting such business invented or imposing on MEDIMMUNE the duty to market, and/or sell and exploit PRODUCT for which royalties are due hereunder discovered subsequent to the exclusion of date hereof by or in preference to any other product or processunder Supplier.
3.6 Subject to Section 11.3(b), MEDIMMUNE shall have sole discretion for making all decisions relating to the commercialization and marketing of PRODUCT.
3.7 Except as otherwise expressly provided in this Agreement, or the parties otherwise expressly agree in writing, neither party shall obtain any right or license in any patent rights, know-how, materials or technology of the other party (by implication, estoppel or otherwise) for any purpose.
3.8 IXSYS shall in good faith request that its licensor under each IXSYS LICENSE AGREEMENT provide the consent of Appendix C.
Appears in 1 contract