No Implied Licenses; Negative Covenant. Except as set forth in this Agreement, neither Party shall acquire any license or other intellectual property interest, by implication or otherwise, under or to any Patents, Know-How or other intellectual property owned or controlled by the other Party. Neither Party shall, nor shall it permit any of its Affiliates or sublicensees to, practice any Patents or Know-How licensed to it by the other Party outside the scope of the licenses granted to it under this Agreement.
No Implied Licenses; Negative Covenant. Except as set forth herein, neither Party shall acquire any license or other intellectual property interest, by implication or otherwise, under or to any trademarks, Patent Rights, Know-How, or other intellectual properties owned or Controlled by the other Party. For clarity, the license granted to each Party under any particular Patent Rights or Know-How Controlled by the other Party shall confer exclusivity to the Party obtaining such license only to the extent the Party granting such license Controls the exclusive rights to such Patent Rights or Know-How. Neither Party shall, nor shall permit any of its Affiliates or sublicensees to, practice any Patent Rights or Know-How licensed to it by the other Party outside the scope of the license granted to it under this Agreement.
No Implied Licenses; Negative Covenant. Except as expressly set forth herein, neither Party shall acquire any license or other right or interest, by implication or otherwise, under any know-how, patents, trademarks, copyrights, or any other intellectual property of the other Party. ZAI covenants that it will not, and it will not permit any of its Affiliates or sublicensees to, use or practice any TESARO IP outside the scope of the license granted to it under Section 2.1 above.
No Implied Licenses; Negative Covenant. Except as expressly set forth herein, no Party shall acquire any license or other intellectual property interest, by implication or otherwise, under any Know-How, Patent Rights, trademarks or other intellectual property rights owned or controlled by another Party. Portola shall not, and shall not permit any of its Affiliates to, practice any proprietary BMS/Pfizer Technology outside the scope of the license granted to it under Section 2.1(a). BMS and Pfizer shall not, and shall not permit any of its Affiliates to, practice any proprietary Portola Know-How and Portola Patents outside the scope of the license granted to it under Section 2.1(b).
No Implied Licenses; Negative Covenant. Except as set forth herein, no Party shall acquire any license or other intellectual property interest, by implication or otherwise, under any trademarks, patents or patent applications of any other Party. For clarity, the license granted to a Party under any particular Patent Rights or Know-How Controlled by another Party Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.
No Implied Licenses; Negative Covenant. Except as set forth herein, Biogen Idec shall not acquire any license or other intellectual property interest, by implication or otherwise, under any trademarks, Know-How and/or Patent Rights owned or Controlled by Portola. For clarity, the license granted to Biogen Idec under any particular rights in Portola Patent or Portola Know-How shall be exclusive as to any Third Party only to the extent Portola Controls the exclusive rights to such Portola Patent or Portola Know-How as of the Execution Date or if acquired thereafter the date upon which such rights were acquired. Biogen Idec shall not, and shall not permit any of its Affiliates to, practice any Portola Patents or proprietary Portola Know-How outside the scope of the license granted to it under Section 2.1(a). Portola shall not, and shall not permit any of its Affiliates to, practice any Biogen Idec Patents or proprietary Biogen Idec Know-How outside the scope of the license granted to it under Section 2.1(b) or Section 11.5.
No Implied Licenses; Negative Covenant. Except as expressly set forth herein, neither Party shall acquire any license or other intellectual property interest, by implication or otherwise, under or to any Patent Rights, Know-How, or other intellectual property owned or controlled by the other Party. Neither Party shall, nor shall permit any of its Affiliates or Sublicensees to, practice any Patent Rights or Know-How licensed to it by the other Party outside the scope of the license granted to it under this Agreement, provided that, notwithstanding anything to the contrary in this Agreement, nothing in this Agreement (including but not limited to this Section 2.3) shall be deemed to prevent or restrict in any way the ability of a Party or its Affiliates to conduct any activities in the Territory, which activities would be allowed under any safe harbor, research exemption, government or executive declaration of urgent public health need, or similar right available in law or equity if conducted by a Third Party.
No Implied Licenses; Negative Covenant. Except as set forth herein, neither Party shall acquire any license or other right or interest, by implication or otherwise, under any Know-How, Patent or other intellectual property of the other Party. Ji Xing shall not, and shall not permit any of its Affiliates or sublicensees to, practice any Cytokinetics Licensed IP outside the scope of the license granted by Cytokinetics to Ji Xing under Section 2.1 of this Agreement. Cytokinetics shall not, and shall not permit any of its Affiliates or sublicensees to, practice any Ji Xing Licensed IP outside the scope of the license granted by Ji Xing to Cytokinetics under Section 2.4 of this Agreement.
No Implied Licenses; Negative Covenant. Except as expressly set forth herein, neither Party shall acquire any license or other intellectual property interest, by implication or otherwise, under or to any Patent Rights, Know-How, or other intellectual property owned or controlled by the other Party. Neither Party shall, nor shall permit any of its Affiliates or sublicensees to, practice any Patent Rights or Know-How licensed to it by the other Party outside the scope of the license granted to it under this Agreement; provided that, notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to prevent or restrict in any way the ability of those employees of a Party or its Affiliates or other sublicensees, in each case, without use of Confidential Information of the other Party, to conduct any activities in the Territory, which activities would be allowed under any safe harbor, research exemption, government or executive declaration of urgent public health need, or similar right available in law or equity if conducted by a Third Party.
No Implied Licenses; Negative Covenant. Except as set forth herein, neither Party shall acquire any license or other intellectual property interest, by implication or otherwise, under any Know-How, Patents, trademarks or other intellectual property rights owned or controlled by the other Party. BioNTech hereby covenants not to practice, and not to permit or cause any of its Affiliate or any Third Party to practice, any Genevant Technology for any purpose other than as expressly authorized in this Agreement, and Genevant hereby covenants not to practice, and not to permit or cause any of its Affiliate or any Third Party to practice, any BioNTech Technology for any purpose other than as expressly authorized in this Agreement. Without limiting the generality of the foregoing, (a) BioNTech shall not, directly or indirectly: (i) practice Genevant Technology to Develop, make, have made, use, distribute, sell, offer for sale, have sold, import, export and otherwise Commercialize any BioNTech Product for use outside the BioNTech Field or any Co-Development Product for use outside the Co-Development Field; or (ii) permit or cause any of its Affiliates or any Third Party to engage in any of the activities described in the preceding clause (i); and (b) Genevant shall not, directly or indirectly: (i) practice BioNTech Technology to Develop, make, have made, use, distribute, sell, offer for sale, have sold, import, export and otherwise Commercialize any Co-Development Product for use outside the Co-Development Field; or (ii) permit or cause any of its Affiliates or any Third Party to engage in any of the activities described in the preceding clause (i).
