Yale Agreement Clause Samples
The Yale Agreement clause establishes the terms and conditions under which parties agree to collaborate or transact, typically referencing a standardized set of provisions developed or endorsed by Yale University. In practice, this clause may specify the use of Yale's model agreements for research collaborations, technology licensing, or intellectual property management, ensuring that both parties adhere to pre-defined rules regarding rights, responsibilities, and dispute resolution. Its core function is to streamline negotiations and provide a trusted, balanced framework that reduces ambiguity and accelerates the contracting process.
Yale Agreement. Notwithstanding anything in this Agreement to the contrary, in the event of any inconsistency between the rights granted to Sanofi under this Article VII and the rights of Yale under the Yale Agreement, the provisions of the Yale Agreement shall control. Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.
Yale Agreement. Exelixis has not amended the Yale Agreement (other than as disclosed to Genentech by Exelixis prior to the Effective Date), and [ * ], in a manner that would [ * ]. Exelixis has not waived or exercised any rights it may have with respect to the Yale Agreement [ * ] in a manner that would [ * ].
Yale Agreement. (a) LICENSOR covenants that, during the term of this Agreement, it will:
(i) fulfill all of its obligations under the Yale Agreement, including, but not limited to, any royalty obligations set forth therein;
(ii) take no action or omit to take any action which would cause it to be in breach of any provision of the Yale Agreement; and
(iii) immediately notify COMPANY in the event LICENSOR receives notice from Yale University that LICENSOR is in default under the Yale Agreement or that Yale University has terminated or intends to terminate the Yale Agreement. In the event of any default of the type described in clause (iii) above, LICENSOR agrees that if it fails or does not intend to cure such default, COMPANY may, at COMPANY's option, do so and may offset any reasonable expenses COMPANY incurs in curing such default.
(b) Notwithstanding the provisions of Section 3.9, COMPANY, its affiliates and sublicensees may fully credit any royalties which it or they pay to Yale University against royalties payable hereunder.
Yale Agreement. AstraZeneca hereby: (a) assumes the same obligations of confidentiality with respect to Yale’s “Confidential Information” (as defined in the Yale Agreement) that Targacept has under the Yale Agreement; (b) agrees that, with respect to any Licensed Product that is a “Licensed Product” (as defined in the Yale Agreement), AstraZeneca shall ▇▇▇▇ such Licensed Product with the numbers of all issued patents included in the Targacept Patent Rights that are sublicensed from Yale and that cover such Licensed Product in a manner that conforms with Applicable Laws in the country in which such Licensed Product is made, sold, used or shipped; (c) agrees that it shall not use the name “Yale” or “Yale University,” or any variation or adaptation thereof, or any trademark, tradename or other designation owned by Yale, or the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale in each instance, except that AstraZeneca may state that it has sublicensed from Yale one or more of the Targacept Patent Rights; and (d) acknowledges that, upon termination of the Yale Agreement (but not expiration of its term), Yale has the option, in its discretion, of terminating the sublicenses granted by Targacept to AstraZeneca under Section 4.1.1 with respect to Targacept Technology licensed by Targacept under the Yale Agreement.