MUS Sample Clauses
The MUS (Materiality Uncertainty Standard) clause establishes a threshold for determining when discrepancies or errors in a contract or transaction are considered significant enough to warrant attention or action. In practice, this clause sets a specific quantitative or qualitative limit, so that only issues exceeding this threshold are treated as material and require disclosure, adjustment, or remediation. By defining what constitutes a material issue, the clause helps parties focus on significant matters and avoid unnecessary disputes over minor or insignificant discrepancies, thereby ensuring efficiency and clarity in contract administration.
MUS. MUS represents and warrants, as of the Effective Date, that:
7.1.1 it has the right to enter this Agreement, has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and that the execution, delivery, and performance by MUS of this Agreement, except as otherwise disclosed to Codexis in writing prior to the Effective Date, will not conflict with or result in any breach of, or constitute a default under, any security agreement, commitment, contract, or other agreement, instrument or undertaking to which MUS is a party;
7.1.2 MUS owns or Controls the Enabling Technology and the Product Technology;
7.1.3 to the best of its knowledge, except as previously disclosed to Codexis in writing prior to the Effective Date, it has not received a claim from a Third Party alleging that the practice of the Enabling Technology or the Product Technology in the Codexis Field would infringe any patent, copyright, or other intellectual property right of a Third Party; and
7.1.4 it will not during the term of this Agreement violate the covenant in Section 4.2.
MUS. As between MUS and Codexis, MUS shall have the initial right, but not the obligation, to enforce and/or defend in any declaratory judgment or similar action, the Patents within Enabling Technology both in and outside of the Codexis Field, except as provided in Section 10.4. Codexis acknowledges that (i) certain patents within the Enabling Technology are and will be owned by Third Parties and, that in some cases, such Third Parties may have retained or may retain the first right, or the sole right to enforce such patents, and (ii) prior to the Effective Date, MUS has granted to Third Parties rights to conduct or participate in the enforcement and/or defense of Patent Applications and/or Patents within the Enabling Technology owned by MUS. In connection with any action brought or defended by MUS pursuant to this Section 10.2.2, MUS shall be responsible for its costs incurred in connection with such actions or proceedings and may retain any recovery obtained in connection therewith.
MUS. Notwithstanding the license grants in Section 2.1, the Parties agree that:
(a) MUS and its wholly-owned Affiliates shall until the Separation Event, retain the right to conduct research with the Enabling Technology and related Know-How in the Codexis Field for the purpose of (i) improving and expanding Enabling Technology, and/or (ii) exploring applications of the Enabling Technology for areas outside the Codexis Field; provided, MUS and its wholly-owned Affiliates shall not use the Enabling Technology for the primary intended purpose of developing any Products or Services for use in the Codexis Field, on its own behalf or on behalf of any Third Party.
(b) At all times during and after this Agreement, nothing herein shall restrict, or be construed to restrict, MUS’ right to practice and grant licenses to practice the Enabling Technology and Product Technology and/or use related Know-How, outside the Codexis Field. It is understood and agreed that, at all times, MUS shall retain (i) the right (sublicensable to its Affiliates) to internally use the Enabling Technology, Product Technology and related Know-How to discover, develop and commercialize novel pharmaceutical and/or agrochemical products by any means, which may include, without limitation, the development of Building Blocks, the addition of Building Blocks to Templates and/or analoging of Functional Compounds, and (ii) the sublicensable right to make and/or have made, use, import, have imported, offer for sale and/or sell any such products.
MUS. Notwithstanding the license grants in Section 2.1, the Parties agree that:
(a) MUS and its wholly-owned Affiliates shall, until the Separation Event, retain the right to conduct research with the Enabling Technology and related Know-How in the Codexis Field and/or the Reserved SubFields for the purpose of (i) improving and expanding Enabling Technology, and/or (ii) exploring applications of the Enabling Technology for areas outside the Codexis Field and/or the Reserved SubFields; provided, MUS and its wholly-owned Affiliates shall not use the Enabling Technology for the primary intended purpose of developing any Products or Services for use in the Codexis Field and/or the Reserved SubFields, on its own behalf or on behalf of any Third Party.
(b) At all times during and after this Agreement, nothing herein shall restrict, or be construed to restrict, MUS’ right to practice and grant licenses to practice the Enabling Technology and Product Technology and/or use related Know-How, outside the Codexis Field and/or the Reserved SubFields.
(c) It is understood and agreed that, at all times, MUS shall retain (i) the right (sublicensable to its Affiliates) to internally use the Enabling Technology, Product Technology and related Know-How to conduct Discovery and development of pharmaceutical and/or Agrochemical products by any means (which may include, without limitation, the development of Building Blocks, the addition of Building Blocks to Templates and/or analoging of Functional Compounds), and to conduct commercialization of such products; and (ii) the sublicensable right to make and/or have made, use, import, have imported, offer for sale and/or sell any such products.