Agenus IP definition

Agenus IP means Agenus Know-How and Agenus Patent Rights.
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Agenus IP means the Agenus Patents and the Agenus Know-How. [******].
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Examples of Agenus IP in a sentence

  • 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.

  • Gilead may subcontract to Affiliates or Third Parties the performance of tasks and obligations related to Gilead’s Development, Manufacture, and Commercialization of the Licensed Products under this Agreement as Gilead deems appropriate, which subcontract may include a sublicense of Agenus IP rights necessary for the performance of the subcontract as reasonably required.

  • Agenus hereby grants to Gilead an exclusive option, during the Option Period, to obtain an exclusive license, under the Agenus IP, to Develop, Manufacture, and Commercialize Licensed Products in the Field in the Territory on the terms and conditions provided in this Agreement (the “Option”).

  • Except as expressly provided in Section 2.1 or elsewhere in this Agreement, all rights in and to the Agenus IP, and any other Patent Rights or Know-How of Agenus and its Affiliates, are hereby retained by Agenus and its Affiliates.

  • Effective as of the Option Effective Date and subject to the terms and conditions of this Agreement, Agenus hereby grants to Gilead a royalty-bearing, exclusive, transferrable (solely pursuant to Section 16.4), and sublicenseable (through multiple tiers) license, under the Agenus IP, to Develop, Manufacture, and Commercialize the Licensed Products in the Field in the Territory.

  • 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.

  • 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 of any conflict or inconsistency between any applicable provision of this Agreement and such provisions of the LICR Agreement, such provisions of the LICR Agreement shall prevail with respect to the relevant Agenus IP licensed to Agenus by LICR pursuant to the LICR Agreement, except to the extent such inconsistency results from a breach by Agenus of Section 10.6. For purposes of clarity, all financial obligations of Agenus under the LICR Agreement shall be the sole responsibility of Agenus.

  • Notwithstanding the exclusive licenses granted to Incyte pursuant to Section 2.1, Agenus retains the right to practice under the Agenus IP (i) to exercise its rights and to perform (and to sublicense Third Parties to perform) its obligations under this Agreement and (ii) for all purposes outside of the Field, subject to the provisions of Section 2.7.

  • 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 such Third Party agreement and such Patents, Know-How or other intellectual property shall not constitute Agenus IP licensed to Gilead hereunder.

Related to Agenus IP

  • Licensed IP means the Intellectual Property owned by any person other than the Corporation and to which the Corporation has a license which has not expired or been terminated;

  • Collaboration IP means Collaboration Know-How and Collaboration Patents.

  • Joint IP means Joint Know-How and Joint Patent Rights.

  • Foreground IP means all intellectual property and Intellectual Property Rights generated under these Terms; and

  • Background IP means all IP and IP Rights owned or controlled by Seller prior to the effective date or outside the scope of this Contract.

  • Foreground IPR means any IPRs that are generated as a result of the activities conducted within the framework of the Project concerned as specified in the corresponding Project Agreement;

  • Assigned Patent Rights means all of the following, whether now owned or hereafter acquired or arising:

  • Developed IP means any Intellectual Property Rights that are conceived or reduced to practice, or otherwise created or developed, by or on behalf of a Party, its Affiliates or sublicensees, alone or together with one or more Third Parties, during the Term in connection with the Development, Manufacture, or use of the Compound or any Product.

  • Background IPR means any Intellectual Property Rights (other than Project IPR) belonging to either party before the Commencement Date or not created in the course of or in connection with the Project;

  • Licensor Technology means the Licensor Patents, the Licensor Know-How, Licensor Materials, Product IP, and Licensor’s rights in the Program IP and Joint Patents.

  • Developed Technology means any Technology including, without limitation, any enhancements, substitutions or improvements to the Core Technology that is (a) discovered, developed or otherwise acquired by DURA pursuant to the terms of the Development Agreement or (b) otherwise acquired by or on behalf of Xxxxxx Corp. II during the term of the Development Agreement.

  • Licensed Patent Rights means:

  • Third Party Technology means all Intellectual Property and products owned by third parties and licensed pursuant to Third Party Licenses.

  • Joint Patent Rights means all Patent Rights claiming a Joint Invention.

  • Background Technology means all Software, data, know-how, ideas, methodologies, specifications, and other technology in which Contractor owns such Intellectual Property Rights as are necessary for Contractor to grant the rights and licenses set forth in Section 14.1, and for the State (including its licensees, successors and assigns) to exercise such rights and licenses, without violating any right of any Third Party or any Law or incurring any payment obligation to any Third Party. Background Technology must: (a) be identified as Background Technology in the Statement of Work; and (b) have been developed or otherwise acquired by Contractor prior to the date of the Statement of Work, or have been developed by Contractor outside of its performance under the Statement of Work. Background Technology will also include any general consulting tool or methodology created by Contractor, which will not be required to be identified in the Statement of Work.

  • Patent Rights means the rights and interests in and to issued patents and pending patent applications (which, for purposes of this Agreement, include certificates of invention, applications for certificates of invention and priority rights) in any country or region, including all provisional applications, substitutions, continuations, continuations-in-part, divisions, renewals, all letters patent granted thereon, and all reissues, re-examinations and extensions thereof, and all foreign counterparts of any of the foregoing.

  • Licensee Technology means the Licensee Know-How and Licensee Patents.

  • Licensed Patents means (a) all United States patents and patent applications listed in Exhibit A, as modified pursuant to Section 2.6.1, including patents arising from such patent applications; and (b) any re-examination certificates thereof, and their foreign counterparts and extensions, continuations, divisionals, and re-issue applications; provided that “Licensed Patents” will not include any claim of a patent or patent application covering any Manufacturing Technology.

  • Program Patent Rights means all Patent Rights that claim or cover patentable Program Know-How, including any Program-Specific Patent Rights.

  • Company Licensed IP means all Intellectual Property rights owned or purported to be owned by a third party and licensed to the Company or to which the Company otherwise has a right to use.

  • Licensed Technology means the Licensed Know-How and Licensed Patents.

  • Collaboration Patent Rights means Patent Rights claiming Collaboration Know-How.

  • Product Patents means any Patent Controlled or owned by Quoin in the Territory that, absent the license in Section 2.1, would be infringed by the importation, sale, or use of the Product in the Territory by a third party.

  • Background Invention means an Invention conceived and first actually reduced to practice before the Effective Date.

  • Product Technology means the Product Know-How and Product Patents.

  • Licensed IP Rights means, collectively, the Licensed Patent Rights and the Licensed Know-How Rights.