Examples of Northwestern License in a sentence
For the avoidance of doubt, the agreement to assign, convey and transfer in the preceding sentence (i) is subject to the terms and conditions of the Northwestern License, including Section 9.1 of the Northwestern License; (ii) is subject to the rights granted to the sublicensees under the Sublicenses, and (iii) does not include any assignment, conveyance, transfer of, or any other interest in, any rights in or to the Lynx Patents.
In consideration of the sale and assignment of Seller's right, title and interest in the Lynx Patents, the Northwestern Patents, and the Northwestern License or exclusive sublicense thereunder as provided in paragraph 2.2, Buyer will pay Seller a total purchase price of Two Million Five Hundred Thousand dollars ($2,500,000), payable as follows: One Million Dollars ($1,000,000) in cash payable in immediately available funds within one (1) business day after the Effective Date.
Seller hereby, assigns, conveys, and transfers to Buyer, all right, title and interest of the Seller in and to the Northwestern Patents and the Northwestern License.
Additionally, each of the obligations that the Northwestern License or the USC License requires be made applicable to Merck, such as without limitation indemnity obligations and obligations to maintain insurance, are here by made applicable to Merck, and Merck shall comply with such obligations.
Notwithstanding anything to the contrary, the Parties acknowledge that all rights granted, and obligations incurred, by Acumen under this Agreement shall be subject to and limited by the terms and conditions of the Northwestern License and the USC License.
Acumen shall notify Merck in writing immediately upon receiving any notice (i) from Northwestern University regarding any allegation of a breach of the Northwestern License, or (ii) from the University of Southern California regarding any allegation of a breach of the USC License.
Notwithstanding the provisions of Section 2.5 of the Northwestern License and Section 3(c) of the USC License, Acumen agrees that it shall not during the Term exercise its rights under Section 2.5 of the Northwestern License or Section 3(c) of the USC License in a manner that causes any loss of exclusivity under the licenses granted to Merck in Section 5.1 of this Agreement.
If Northwestern does not consent unconditionally to the assignment by *, Buyer may, at any time thereafter by written notice to Seller, obtain from Seller, in lieu of the assignment of the Northwestern Patents and the Northwestern License, an exclusive sublicense under the Northwestern License, subject to its terms and conditions and subject to the Sublicenses, on the terms and conditions specified in Exhibit G attached hereto.
As of the date of this Agreement, no third party has any rights or licenses in respect of the Lynx Patents, the Northwestern Patents, or the Northwestern License, other than as reflected in the Sublicenses.
The Northwestern License and the Sublicenses are in full force and effect and have not been amended.