Licensed IP Rights. Licensor hereby grants to Oxis an exclusive license (with the right to grant sublicenses) under the Licensed IP Rights to conduct research and to develop, make, have made, use, offer for sale, sell, have sold, and import Products in the Territory for use in the Field.
Licensed IP Rights. Upon Closing, Seller shall transfer, assign, convey and deliver, or shall cause to be sold, transferred, assigned, conveyed and delivered to Buyer, all of Seller’s rights under all patents, know-how and other intellectual property rights which Seller has a right under contract to use and which are used in the Business and those intellectual property rights contained in the license agreements included as part of the Assumed Contracts or as otherwise set forth on Attachment 2.1(b), but subject to any restrictions and obligations in CONFIDENTIAL TREATMENT REQUESTED such license agreements (the “Licensed IP Rights”). Seller hereby retains a royalty-free right and license under the Licensed IP Rights for use in the Business, solely to the extent necessary for, and solely for the purposes of, performing Seller’s obligations under this Agreement and the Transition Services Agreement, and only until the completion of Seller’s obligations hereunder and thereunder.
Licensed IP Rights. Subject to Section 3.2 below, Cabaret hereby grants to Kite an exclusive (other than as set forth in Section 3.2 and 3.4 below) worldwide royalty bearing license (with the right to grant sublicenses through multiple tiers as set forth hereunder) under the Licensed IP Rights to research, have researched, develop , have developed, make, have made, use, offer for sale, sell, import, export, commercialize and otherwise exploit Licensed Products for use in the Field. Subject to the conditions set forth in Section 3.9 the foregoing license includes the right to grant sublicenses under the Licensed IP Rights, provided that, with respect to sublicenses granted under, Kite shall (a) grant such sublicenses only for consideration and at arm’s-length transactions, and (b) grant such sublicenses only pursuant to written agreements that contain such terms and conditions as may be required for Kite to comply with this Agreement.
Licensed IP Rights. (a) Nerviano hereby grants to Ignyta an exclusive license (with the right to grant Sublicenses subject to Section 3.3) under the Licensed IP Rights to conduct research and to develop, make, have made, use, offer for sale, sell and import Products in the Territory for use in the Field.
Licensed IP Rights. ID4 hereby grants to Company an exclusive license (with the right to grant sublicenses) under the Licensed IP Rights to conduct research and to develop, make, have made, use, offer for sale, sell and import Products in the Territory for use in the Field.
Licensed IP Rights. Licensor hereby grants to Company an exclusive license (with the right to grant sublicenses through multiple tiers) under the Licensed IP Rights to conduct research and to develop, make, have made, use, offer for sale, sell and import Products in the Territory for use in the Field. Company shall promptly provide Licensor with a copy of any Sublicense. Company hereby acknowledges and agrees that this grant of rights is limited to the Territory and Company further represents and warrants that it will not either directly or indirectly market or assist with the marketing or sale of Products outside of the Territory, regardless of whether patents for the Products have issued in such countries outside of the Territory. Notwithstanding the foregoing, the parties acknowledge and agree that Company’s right to make Product or to grant sublicenses to have Product made under the licenses from Licensor is subject to Section 3.5 below. The grant of any such sublicense hereunder will not relieve Company of its obligations under this Agreement.
Licensed IP Rights. Conditional only upon Artelo serving the Option Exercise Notice and receipt of such Option Exercise Notice by NEOMED in accordance with Section 3.2, and subject to the terms and conditions of this Agreement, NEOMED hereby grants to Artelo an exclusive license under the Licensed IP Rights to research, develop, make, have made, use, offer for sale, sell, have sold and import Products and otherwise exploit the Licensed IP Rights in the Territory in the Field. During the term of this Agreement, NEOMED shall not enter into any agreement or otherwise license, grant, assign, transfer, convey or otherwise encumber or dispose any right, title or interest in, to or under any of the Licensed IP Rights, which agreement, license, grant, assignment, transfer, conveyance, encumbrance or disposition would conflict with the rights granted to Artelo hereunder.
Licensed IP Rights. 3.1.1 Subject to the terms and conditions of this Agreement, NiKang hereby grants to Erasca an exclusive license (with the right to grant sublicenses through multiple tiers pursuant to Section 3.1.4) under the Licensed IP Rights to conduct research and to develop, make, have made, use, offer for sale, sell and import Licensed Products in the Territory for use in the Field.
Licensed IP Rights. Upon Closing, Seller shall grant to Buyer an exclusive (subject only to rights explicitly retained by Seller hereunder), royalty free right and license, with the right to sublicense, under all know-how, data, patent, trademark and other intellectual property rights which (i) Seller has a right to use or license and which are or have been used, or which are otherwise necessary or useful, in connection with the development, manufacture or commercialization of the Product in the Territory, (ii) are licensed to Seller under the Retained Contracts and which are or have been used in connection with the Product in the Territory (the “Retained Contract IP Rights”), (iii) are otherwise set forth on Attachment 2.1(a) or (iv) Seller discovers, develops or acquires after the Closing and which are necessary or useful in the development, manufacture or commercialization of the Product in the Territory, including the Trademark, but subject to any restrictions and obligations in the Retained Contracts ((i), (ii), and (iii) collectively, the “Licensed IP Rights”).
Licensed IP Rights. UABRF hereby grants to Fluidigm an exclusive, perpetual, irrevocable, royalty-free, worldwide license (including the right to grant sublicenses) under the Licensed IP Rights. The license grant under the Licensed IP Rights (other than the NanoScreen Patent Rights) is subject to the licenses previously and expressly granted by UABRF to DSI pursuant to the UABRF/DSI License Agreements regarding the UABRF/DSI Technology only to the extent necessary for DSI to exercise its license rights under the UABRF/DSI Technology granted thereunder. The license grant under the NanoScreen Patent Rights is not subject to any previously granted licenses other than those certain rights which may have been granted to DSI to the extent necessary for DSI to perform its research obligations pursuant to the SBIR Grants. To the extent any of the rights, title and interest in and to the Licensed IP Rights can be neither assigned nor licensed by UABRF to Fluidigm without (a) the consent of, or (b) breach by UABRF of any agreement with, any Third Party, UABRF hereby irrevocably waives and agrees never to assert such non-assignable and non-licensable rights, title and interest against Fluidigm or any of Fluidigm’s successors in interest to such non-assignable and non-licensable rights during the term of this Agreement.
