Upstream License Agreements. Other than with respect to Change of Control transactions (as further described in Section 20.4 (Assignment, Change of Control)), in the event that Nurix enters into a contract or agreement with a Third Party pursuant to which Nurix in-licenses or otherwise acquires any Patents, Know-How or other intellectual property rights that, but for this Section 12.3 (Upstream License Agreements), would be Controlled by Nurix and constitute Nurix IP for purposes of this Agreement (each an “Upstream License Agreement”), then Nurix will promptly provide Seagen with written notice and a copy of the applicable Upstream License Agreement. To the extent that such Upstream License Agreement provides an in-license of or rights to Patents, Know-How or other intellectual property that are necessary or reasonably useful to practice Nurix Background IP (“Nurix Background In-Licensed IP”), such Nurix Background In-Licensed IP shall automatically, upon Nurix’s execution of such Upstream License Agreement, constitute Nurix IP (sub)licensed to Seagen under and in accordance with the terms of this Agreement. If such Upstream License Agreement provides an in-license of or rights to any Patents, Know-How or other intellectual property that are necessary or reasonably useful to practice Nurix Foreground IP but are not included in the Nurix Background In-Licensed IP (“Nurix Foreground In-Licensed IP”), then within thirty (30) days following receipt of such notice, Seagen will decide, in its sole discretion, whether or not to accept such Nurix Foreground In-Licensed IP as Nurix IP (sub)licensed to Seagen under this Agreement and provide Nurix written notice of such decision. In the event of acceptance by Xxxxxx in accordance with the foregoing, such Nurix Foreground In-Licensed IP will constitute Nurix IP (sub)licensed to Seagen under and in accordance with the terms of this Agreement so long as Seagen complies with the terms of this Section 12.3 (Upstream License Agreements). Seagen shall pay Nurix for any payments arising in connection with any Nurix Foreground In-Licensed IP so accepted by Seagen that occur solely as a result of the activities of Seagen, its Affiliates or Sublicensees under this Agreement, such payment to be made by Seagen within [*] days following Xxxxxx’s receipt of an invoice therefor. For the avoidance of doubt, the foregoing payment obligation shall only apply to use by Seagen, its Affiliates or Sublicensees of Nurix Foreground In-Licensed IP (to the extent applic...
Upstream License Agreements. In the event that after the Option Effective Date Agenus enters into a contract or agreement with a Third Party pursuant to which Agenus in-licenses or otherwise acquires Control of any Patents, Know-How, or other intellectual property rights that would constitute Agenus IP for purposes of this Agreement, then Agenus shall promptly provide Gilead with notice and a copy of the applicable license or other contract or agreement with the Third Party. Within [******] following receipt of such notice, Gilead shall decide, in its sole discretion, whether or not to accept such Patents, Know-How, or other intellectual property as Agenus IP licensed under this Agreement and provide Agenus written notice of such decision. In the event of acceptance, such Patents, Know-How, or other intellectual property shall constitute Agenus IP licensed to Gilead under this Agreement, such agreement shall thereafter be included within the definition of Upstream License Agreements, and [******] shall be responsible for any payments arising thereunder [******] (provided, that, [******]). In the event that Gilead does not accept such Third Party agreement as an Upstream License Agreement (including by failing to respond within such [******] period), Gilead and its Affiliates shall have no obligations with respect to [******] - Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. such Third Party agreement and such Patents, Know-How or other intellectual property shall not constitute Agenus IP licensed to Gilead hereunder.
Upstream License Agreements. Notwithstanding anything therein or herein to the contrary, Novacea and Schering hereby agree that:
Upstream License Agreements. (a) All rights and licenses granted by 2 Blades under this Agreement are subject to the grant of rights in that certain [*****] between [*****] and 2 Blades dated [*****] (the “[*****]”). 2 Blades shall not amend the [*****] in a manner that would adversely affect CPS’ rights under this Agreement without the prior written consent of CPS.
Upstream License Agreements. To the extent that the licenses granted by Agenus to Gilead under the Agenus IP pursuant to Section 10.1.1 constitute (a) the grant of a sublicense to Gilead of certain Agenus IP that is not owned by Agenus or any of its Affiliates, but that is in-licensed by Agenus or any such Affiliate from a Third Party licensor pursuant to an Upstream License Agreement or (b) the license of certain Agenus IP that is otherwise encumbered by obligations that would be binding on Gilead by their terms, then Gilead shall comply, and shall cause its Affiliates and Sublicensees to comply, with the specific obligations applicable to sublicensees under such Upstream License Agreement(s) [******].
Upstream License Agreements. To the extent that the licenses granted by Agenus to Gilead under the Agenus IP pursuant to Section 10.1.1 constitute (a) the grant of a sublicense to Gilead of certain Agenus IP that is not owned by Agenus or any of its Affiliates, but that is in-licensed by Agenus or any such Affiliate from a Third Party licensor pursuant to an Upstream License Agreement, or (b) the license of certain Agenus IP that is otherwise encumbered by obligations that would be binding on Gilead 37 [******] - Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. by their terms, then Gilead shall comply, and shall cause its Affiliates and Sublicensees to comply, with the specific obligations applicable to sublicensees under such Upstream License Agreement(s) [******].
Upstream License Agreements. Notwithstanding anything to the contrary in this Agreement, LICENSEE understands and agrees that (a) this Agreement is subordinate to the Upstream License Agreements and the portion of the License granted to LICENSEE under this Agreement that is a sub-license under Upstream License Agreements is limited in scope to the rights granted to LICENSOR in the Upstream License Agreements; (b) such sub-license may be terminated if any Upstream License Agreement is terminated (c) it will comply with all provisions of the Upstream License Agreements relevant to its activities as a Sublicensee (as defined in the Upstream License Agreements); (d) BMS and Ligand's exercise of their rights under the Upstream License Agreements shall not constitute a breach hereunder; (e) it will not take any action that would result in a breach of the Upstream License Agreements; and (f) it will cooperate with and assist LICENSOR to meet its obligations under the Upstream License Agreements.
Upstream License Agreements. License Agreement by and between Pharmacopeia, Inc. (as successor in interest to Pharmacopeia Drug Discovery, Inc.) (Pharmacopeia) and Xxxxxxx-Xxxxx Squibb Company (BMS) dated March 27, 2004 (the BMS License Agreement), a copy of which is attached to this Annex 2.4.
Upstream License Agreements. Notwithstanding anything to the contrary in this Agreement, Rosetta may disclose the terms of this Agreement and Avatao Confidential Information to the Upstream Licensors as reasonably necessary to fulfill Rosetta’s obligations under each applicable Upstream License Agreement,
Upstream License Agreements. (i) The Parties acknowledge and agree that (x) Sesen does not have any right to enforce the Patents included within the Coda Technology under the terms of the Coda Agreement, (y) Micromet AG has the exclusive right and sole discretion to stop infringement of the Patents included within the Micromet Technology under the terms of the Micromet Agreement, and (z) XOMA Ireland Limited retains the right, at its sole discretion, to enforce and otherwise protect the Patents included within the Xoma Technology under the terms of the Xoma License Agreement, and, in each case of the Patents referenced in (x), (y) and (z), Section 6.2(c) through Section 6.2(g) (inclusive) shall not apply with respect thereto.
