Maxygen Exercise of Retained Rights Sample Clauses

Maxygen Exercise of Retained Rights. Bayer acknowledges and agrees that Maxygen and/or its Affiliates shall have the right, without violating any term of this Agreement, to practice the Enabling Technology, RR Technology and/or CMVP Technology, and to use, modify, reproduce, copy, maintain, fix, improve and/or enhance, display, and/or create derivative works of the Software (and to grant to Maxygen’s Affiliates and/or to any Third Parties any and/or all such rights) for any use other than (i) to practice the Enabling Technology to Shuffle Bayer Exclusive Proteins during the applicable Exclusivity Period for such Bayer Exclusive Protein, and/or (ii) to develop, make, have made, use, import, have imported, sell, offer for sale, market and otherwise commercially exploit Resulting Products from Shuffling of Bayer Exclusive Proteins during the applicable Exclusivity Periods, and Maxygen and/or its Affiliates shall have the right to sell and/or otherwise dispose of the Enabling Technology, RR Technology, CMVP Technology and/or Software, subject to the licenses granted to Bayer and Section 12.5. At all times during and after this Agreement, nothing herein shall restrict, and/or be construed to restrict, Maxygen’s and/or its Affiliates’ right to practice and grant licenses to practice the Enabling Technology and/or use related Know-How, outside the Bayer Field.
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Maxygen Exercise of Retained Rights. Bayer acknowledges and agrees that Maxygen retains the right to practice, and to grant to Maxygen’s Affiliates and/or to any Third Party rights to practice, the UCOE Technology for any or all uses (i) outside the Field during the Field Exclusivity Period, and (ii) outside of the sublicense granted hereunder following the Field Exclusivity Period, and nothing in this Agreement shall restrict, or be construed to restrict, Maxygen’s right to practice and grant licenses to practice the UCOE Technology (i) outside the Field during the Field Exclusivity Period, and (ii) outside of the sublicense granted hereunder following the Field Exclusivity Period.
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Maxygen Exercise of Retained Rights. Bayer acknowledges and agrees that Maxygen retains the right to practice, and to grant to Maxygen’s Affiliates and/or to any Third Party rights to practice, the Licensed Retained IP for any or all uses outside of the Field, and nothing in this Agreement shall restrict, or be construed to restrict, Maxygen’s right to practice and grant licenses to practice the Licensed Retained IP outside the Field.
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Maxygen Exercise of Retained Rights. CPC acknowledges and agrees that Maxygen retains the right, without violating any term of this Agreement, to practice the Enabling Technology, In-Licensed Project-Specific Technology, Other Program Technology, RR Technology or CMVP Technology, and to use, modify, reproduce, copy, maintain, fix, improve or enhance, display, or create derivative works of the Software (and to grant to Maxygen’s Affiliates or to any Third Parties any or all such rights), in all such cases for any use other than to conduct activities or practice Know-How, Patents or Materials within the scope of the exclusive license to CPC set forth herein. Maxygen and its Affiliates shall have the right to sell or otherwise dispose of the Enabling Technology, In-Licensed Project-Specific Technology, Astellas Agreement Technology, Other Program Technology, RR Technology, CMVP Technology or Software, subject to the licenses and associated rights to enforce granted to CPC hereunder with regard thereto, provided that (i) prior to any sale or disposition of any Patents, or proprietary rights in Know-How or Materials, owned by Maxygen or its Affiliates and licensed to CPC hereunder, Maxygen shall obtain written agreement from the person or entity acquiring such Patents and/or such proprietary rights in Know-How or Materials that all such Patents and/or proprietary rights in Know-How or Materials are subject to the licenses (and any applicable associated enforcement rights) granted to CPC hereunder, and (ii) prior to assignment of any Third Party Agreement or New Third Party Agreement conveying to Maxygen rights which are sublicensed to CPC hereunder, Maxygen shall obtain written agreement from the person or entity to which such Third Party Agreement or New Third Party Agreement is assigned that such assignment is subject to the sublicense to CPC (and, if such Third Party Agreement or New Third Party Agreement conveys Maxygen enforcement rights within the Field with respect to Patents within the Enabling Technology, any applicable associated enforcement rights granted to CPC hereunder). Within thirty (30) days of any such sale or disposition, Maxygen shall provide written notice to CPC identifying the Patents, Materials and/or Know-How sold or disposed of and the person or entity acquiring such Patents, Materials and/or Know-How. Without limiting the foregoing, Maxygen specifically retains the right under the Licensed Technology to research, develop, practice, make, have made, use, sell, offer for s...
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Related to Maxygen Exercise of Retained Rights

  • Exercise of Repurchase Right Any Repurchase Right under Paragraphs 15(a) or 15(b) shall be exercised by giving notice of exercise as provided herein to Optionee or the estate of Optionee, as applicable. Such right shall be exercised, and the repurchase price thereunder shall be paid, by the Company within a ninety (90) day period beginning on the date of notice to the Company of the occurrence of such Repurchase Event (except in the case of termination or cessation of services as director, where such option period shall begin upon the occurrence of the Repurchase Event). Such repurchase price shall be payable only in the form of cash (including a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Optionee for the Shares. If the Company can not purchase all such Shares because it is unable to meet the financial tests set forth in the Nevada corporation law, the Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections. Any Shares not purchased by the Company hereunder shall no longer be subject to the provisions of this Section 15.

  • Initial Exercise Price; Exercise of Rights; Detachment of Rights (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (and the Exercise Price and number of Common Shares are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by TransAlta or any of its Subsidiaries shall be void.

  • Exercise of the Purchase Rights The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the "Acknowledgment of Exercise") indicating the number of shares which remain subject to future purchases, if any. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of Warrants ("Net Issuance") as determined below. If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Stock requested to be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Preferred Stock.

  • Exercise of SARs Upon exercise of a SAR, the Participant (or any person having the right to exercise the SAR after his or her death) shall receive from the Company (a) Shares, (b) cash or (c) a combination of Shares and cash, as the Committee shall determine. The amount of cash and/or the Fair Market Value of Shares received upon exercise of SARs shall, in the aggregate, be equal to the amount by which the Fair Market Value (on the date of surrender) of the Shares subject to the SARs exceeds the Exercise Price.

  • Non-Exercise of Rights 31.1. Either Party’s failure to seek redress for violations, or to insist upon strict performance, of any condition or provision of this Agreement, or its failure to exercise any or part of any of right or remedy to which that Party is entitled under this Agreement, shall not constitute an implied waiver thereof.

  • Exercise of Call Option In connection with an exercise of the option contained in Condition 6(f) (Optional Early Redemption (Call)) in relation to some only of the Notes, the Notes represented by this Global Registered Note may be redeemed in part in the principal amount specified by the Issuer in accordance with the Conditions and the Notes to be redeemed will not be selected as provided in the Conditions.

  • Grant of Company Reacquisition Right Except to the extent otherwise provided by the Superseding Agreement, if any, in the event that the Participant’s Service terminates for any reason or no reason, with or without cause, the Participant shall forfeit and the Company shall automatically reacquire all Units which are not, as of the time of such termination, Vested Units (“Unvested Units”), and the Participant shall not be entitled to any payment therefor (the “Company Reacquisition Right”).

  • Exercise of SAR In order to exercise the SAR, the SAR Holder shall submit to the Company an instrument specifying the whole number of Shares in respect of which the SAR is being exercised. Shares will be issued accordingly by the Company within 30 days. The payment upon a SAR exercise shall be solely the number of whole Shares calculated in paragraph (a) above. Fractional Shares shall be rounded down to the nearest whole Share with no cash consideration being paid upon exercise. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Shares hereunder if the issuance of such Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Shares may be issued without resulting in such violations of law.

  • Exercise of Stock Option (a) The Optionee may exercise this Option only in the following manner: from time to time on or prior to the Expiration Date of this Option, the Optionee may give written notice to the Board of Directors or its authorized committee (the “Administrator”) of his or her election to purchase some or all of the vested Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) in the form of shares of Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior to the exercise date; or (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator to pay the Stock Option purchase price, provided that in the event the Optionee chooses to pay the Stock Option purchase price as so provided in this subsection (iii), the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.

  • Exercise of Rights; Exercise Price; Expiration Date of Rights (a) Subject to Sections 7(e), 23(b) and 24(b) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date and prior to the Close of Business on the Expiration Date by surrender of the Rights Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Exercise Price for each one-thousandth of a Preferred Share (or, following a Triggering Event, other securities, cash or other assets as the case may be) as to which the Rights are exercised.

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