Patent License Agreement. EXCLUSIVE PHS and Licensee agree as follows:
Patent License Agreement. A counterpart of the Patent License Agreement executed by Seller;
Patent License Agreement. Patents only extends to the Field of Use. In the event that any such declaratory judgment action or such other action or proceeding is brought, Company shall have the first right to defend any such action at Company’s expense, including defending against any counterclaims or crossclaims brought by any party against Company or Penn regarding the Penn Patent Rights and defending against any claim that the Penn Patent Rights are invalid in the course of any infringement action or in a declaratory judgment action. With respect to the Assigned BMS Patents, Company shall have all the rights and obligations afforded “University” or “Licensee Entities” under Section 6.1(b) of the TDA (including the right to participate at Company’s own cost in any BMS-controlled litigation activities concerning the Assigned BMS Patents). Company must not settle or compromise any such litigation, action or proceeding in a manner that imposes any obligations or restrictions on Penn or grants any rights to the Penn Patent Rights without Penn’s prior written permission (unless any such grant by Company amounts to a permitted sublicense hereunder). If Penn chooses not to intervene voluntarily, but Penn is a necessary party to the action, then Company may join Penn in the litigation. If Company prosecutes any infringement claims with Penn involuntarily joined as a party, then Company will reimburse Penn for Penn’s reasonable litigation expenditures as a result of such involuntary joinder (but not for any active participation by Penn, which resulting expenditures shall be addressed as if Penn had intervened voluntarily as contemplated by Section 8.3), including any attorney’s fees, expenses, official fees and other charges incurred by Penn, even if there are no financial recoveries from the infringement action. Company will reimburse Penn for such reasonable expenditures within thirty (30) days after receiving each invoice from Penn. After reimbursing Penn for such reasonable expenditures, recoveries from any such litigation, action or proceeding will be: (a) first, applied to reimburse Company for its related expenditures; and (b) second, as to any remainder, retained by Company but treated (as appropriate by reference to the commercializing entity in the affected country(ies)) as either (i) Net Sales for the purpose of determining the royalties due to Penn under Section 3.3 or (ii) sublicense consideration for the purpose of determining the sublicense fees due to Penn under Section 3.5...
Patent License Agreement. EXCLUSIVE SIGNATURE PAGE For PHS : /s/ Xxxxxx X. Xxxxxxxx 6/11/07 Xxxxxx X. Xxxxxxxx Director, Division of Technology Development and Transfer Office of Technology Transfer National Institutes of Health Mailing Address for Agreement notices: Chief, Monitoring & Enforcement Branch, DTDT Office of Technology Transfer National Institutes of Health 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000 Xxxxxxxxx, Xxxxxxxx 00000-0000 X.X.X. Date For Licensee (Upon, information and belief, the undersigned expressly certifies or affirms that the contents of any statements of Licensee made or referred to in this document are truthful and accurate.): By: GlobeImmune, Inc. /s/ Xxxxxxx X. Xxxxxx 12 June 07 Signature of Authorized Official Xxxxxxx X. Xxxxxx, M.D. Printed Name President & Chief Executive Officer Title
Patent License Agreement. In consideration of the mutual obligations contained in this Agreement, and intending to be legally bound, the parties agree as follows:
Patent License Agreement. (iv) Company’s execution of a sublicense agreement will not relieve Company of any of its obligations under this Agreement. Company is primarily liable to Penn for any act or omission of an Affiliate or sublicensee of Company that would be a breach of this Agreement if performed or omitted by Company, and Company will be deemed to be in breach of this Agreement as a result of such act or omission.
Patent License Agreement. Rights that (i) is developed, discovered or reduced to practice by, or under the direction of Xx. Xxxxx in the Field of Use during the three (3) year period after the Effective Date, (ii) is dominated by the Penn Patent Rights, (iii) is in Penn’s full control (e.g., not arising from research funded by third party commercial entities), and (iv) is not covered by an Other Agreement, and (2) any invention arising from or otherwise attributable to the use of any Penn Materials that is not solely owned by Company under any Other Agreement.
Patent License Agreement with respect to the Assigned BMS Patents and Assigned BMS Technical Information as part of Company negotiating an expansion of the Field of Use under this Agreement.
Patent License Agreement received by Company from sublicensees subject to sharing with Penn under Section 3.5; (f) the amounts of any credits or reductions permitted by Section 3.7 with respect to Sales made by Company and Affiliates; (g) the royalties, fees and other payments owed to Penn, listed by category; and (h) the computations for any applicable currency conversions by Company and Affiliates. Company will use commercially reasonable efforts to obtain permission from each sublicensee to share with Penn the information listed in the foregoing clauses (other than clause (e)) as it relates to Sales made by such sublicensee, and to the extent successful, will include such sublicensee information in such royalty report. Each royalty report will be substantially in the form of the sample report attached as Exhibit D. All such royalty reports will be treated as Confidential Information of Company and will be subject to Section 5.2.
Patent License Agreement. Wall Street Journal as of the last business day of the Quarter in which the payment was received by Company, and (b) the conversion computation will be documented by Company in the applicable report delivered to Penn under Section 4.1.
