Research Agreements. With respect to any Research Agreements, Intellikine shall (i) immediately notify Infinity of the receipt of any notice of any invention disclosure for Research Agreement Intellectual Property; and (ii) upon written request of Infinity, use commercially reasonable efforts to obtain a license under such Research Agreement Intellectual Property to research, develop, manufacture, have manufactured, use, sell, offer to sell, otherwise commercialize and import Licensed Compounds and Products in the Field in the Territory, with the right to grant a sublicense thereunder to Infinity (whether exclusively or non-exclusively), and for Infinity to further sublicense such rights to the Infinity Related Parties, on the applicable terms of the license granted to Intellikine by such Third Party; provided that before Intellikine obtains such license, Intellikine will provide the terms of such license to Infinity, and will not enter into such license except with Infinity’s prior written consent, not to be unreasonably withheld, and upon the entry into such license, Intellikine will sublicense such rights to Infinity in accordance with the terms of such license and will work together with Infinity to enter into the appropriate documentation to effect such sublicense.
Research Agreements. The Participant represents that it will not enter into any Research Agreements with respect to the Project without the prior written consent of the Corporation.
Research Agreements. The Lessee represents that it will not enter into any Research Agreements with respect to the Project without the prior written consent of the Lessor or CoLT.
Research Agreements. Where research is needed to develop a new instructional program, the rate of payment will be twenty-one dollars and eighty-four cents ($21.84) per clock hour. This rate is not intended to limit the amount allowed for governmental agency financed programs but is a recommended minimum. Research agreements are to be made in writing prior to the start of the assignment by the Chief Academic Officer and acceptance of the assignment indicated by the signature of the assigned Employee.
Research Agreements. LFB USA agrees to use Commercially Reasonable Efforts to assert any contractual rights it has to Control any Patent Rights and Know-How arising from any Research Agreement prior to or after the Effective Date and to include such Patent Rights and Know-How in the Licensed Technology. As between LFB USA and Licensee, LFB USA shall remain responsible for all obligations under each Research Agreement, except to the extent such Research Agreement is or becomes a Third Party In-License Agreement in respect of which Licensee has assumed obligations hereunder. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Research Agreements. In November 1997, StemCells California, Inc., a wholly owned subsidiary of the Company, signed a Research Funding and Option Agreement with The Scripps Research Institute ("Scripps") relating to certain stem cell research. Under the terms of the Agreement, XxxxXxxxx agreed to fund research in the total amount of approximately $931,000 at Scripps over a period of three years. StemCells paid Scripps approximately $77,000 in 1997, $307,000 in 1998, and $309,000 in 1999. In addition, the Company agreed to issue to Scripps 4,837 shares of the Company's common stock and a stock option to purchase 9,674 shares of the Company's Common Stock with an exercise price of $.01 per share upon the achievement of specified milestones. Under the Agreement, StemCells has an option for an exclusive license to the inventions resulting from the sponsored research, subject to the payment of royalties and certain other amounts, and is obligated to make payments totaling $425,000 for achievement of certain milestones. In April 1997, the Company entered into an agreement with Neurospheres, Ltd., which superseded all previous licensing agreements and settled a dispute with Neurospheres. Under the terms of the settlement, the Company has an exclusive royalty bearing license for growth-factor responsive stem cells for transplantation. Neurospheres had an option to acquire co-exclusive rights but did not exercise by the April 1998 deadline. The Company retains exclusive rights for transplantation. The parties have no further research obligations to each other. In February 1997, CytoTherapeutics and Cognetix, Inc. entered into a Collaboration and Development Agreement related to the Company's former encapsulated cell technology. As part of the agreement with Cognetix, the Company purchased $250,000 of Cognetix preferred stock and, subject to certain milestones, was obligated to purchase as much as $1,500,000 of additional Cognetix stock over the next CYTOTHERAPEUTICS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1999
Research Agreements. The Company has provided the Underwriter copies of all service agreements and collaborative research agreements, together with all relevant extensions, continuations and amendments, that it has entered into with the University of British Columbia, the University of Debrecen, contract research organizations and all similar educational and research institutions (such agreements, as extended, continued or amended, collectively, the “Service Agreements”). Where there is no formal written agreement evidencing such agreement, extension, continuation or amendment, the Company has provided the Underwriter a description of the key terms of such agreement, extension, continuation or amendment. Neither the Company nor any other person is in material default in the observance or performance of any term or obligation to be performed by it under any Service Agreement and no event has occurred which with notice or lapse of time or both would constitute such a default, in any such case which default or event would have a Material Adverse Effect.
Research Agreements. In support of research efforts hereunder, AHP will pay to GTC during each of the first two Contract Years of this Agreement, or in its discretion directly to Xxxxxxxxx University, an amount up to $250,000 per year determined by the Joint Research Committee to defray expenses incurred by GTC for research performed by Xxxxxxxxx University; PROVIDED, HOWEVER, that in no event shall the amount paid by AHP be less than $150,000 per year. In the event that the Joint Research Committee approves additional Research Agreements and AHP approves the funding of such Research Agreements, then AHP shall make such additional payments to GTC, or make payments directly to the Academic Collaborator(s), as the Joint Research Committee shall determine. AHP shall have the right to review future Xxxxxxxxx University Agreements related to the Bone Disorder Field or, as appropriate, the Expanded Therapeutic Field before GTC enters into any such agreements.
Research Agreements. Each party agrees that each Financial Institution supplying it with Research for purposes of producing Final Product licensed hereunder or supplying it with Final Product licensed hereunder will have entered into a Research Agreement that enables such party to grant the rights and licenses it grants hereunder with respect to such Research or Final Product. In addition, each such Research Agreement will, in substance, except as otherwise agreed between the parties in a specific case and except with respect to liability for gross negligence or willful misconduct, or any other liability (such as liability for death or personal injury) that under the laws of the relevant jurisdiction cannot be excluded, (x) provide that the other party hereto will have no liability for loss and damage in connection with the provision or failure to provide the Multex Technology or Final Product, (y) provide that the other party will have no liability for providing any Final Product to any Person not authorized to receive the same or for failing to provide any Final Product to any Person authorized to receive the same and (z) include a waiver by the Financial Institution of all indirect, consequential and special losses and damages. This Section shall survive the termination of this Agreement for any reason.
Research Agreements. 1 The Toolkit provides a one-stop-shop for academic and research institutions that seek guidance in the course of shaping and implementing their institutional IP policies. A copy can be found on the WIPO website.
