Examples of Prothena IP in a sentence
Prothena shall have the right to terminate this Agreement upon written notice if Celgene or any Affiliate of Celgene challenges the validity, scope or enforceability of or otherwise opposes any Patent included in the Prothena IP that is licensed to Celgene under this Agreement, in each case through a formal proceeding (other than as may be necessary or reasonably required to assert a cross-claim or a counter-claim or to respond to a court request or order or administrative law, request or order).
Subject to the terms and conditions of this Agreement, Prothena hereby grants to Celgene an exclusive right and license, with the right to grant sublicenses (through multiple tiers), under the Prothena IP to research, develop (including Develop), make (including Manufacture), have made (including have Manufactured), use, offer for sale, sell, import, Commercialize and otherwise exploit Licensed Antibodies and Licensed Products, including Diagnostic Products, in the Field in the Territory.
All Affiliates of Prothena have exclusively licensed or assigned all of their right, title and interest in and to the Prothena IP to Prothena.
Subject to the terms and conditions of this Agreement, Prothena shall grant, and hereby does grant to Celgene, a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right to grant sublicenses (through multiple tiers), under the Prothena IP solely to Develop Collaboration Candidates and Collaboration Products under such Program to completion of a Phase 1 Clinical Trial for such Collaboration Candidates and Collaboration Products.
The Prothena IP shall also exclude any intellectual property developed by such Third Party acquirer after such acquisition; provided that (i) such intellectual property is developed independently of the activities under this Agreement, the Collaboration, any Program, the Collaboration Agreement, any U.S. License Agreement or any Global License Agreement [***], (ii) Prothena and its Affiliates put in place firewalls and other protections to [***] and (iii) [***].
Except for the Prothena IP, (i) Prothena and its Affiliates do not own or control (by license or otherwise), as of the Effective Date, any Patent or Know-How that is necessary or useful to Develop, Manufacture or Commercialize the Licensed Target, Licensed Antibodies or Licensed Products and (ii) no other Know-How or Patents arose from, or were used in, the performance of the Licensed Program under the Master Collaboration Agreement.
The Prothena IP shall also exclude any intellectual property developed by such Third Party acquirer after such acquisition; provided that (i) such intellectual property is developed independently of the activities under the Collaboration, any Program, any U.S. License Agreement or any Global License Agreement [***], (ii) Prothena and its Affiliates put in place firewalls and other protections to [***] and (iii) [***].
Schedules 1.47(b) and 1.64 contain a complete and accurate list of all Patents included in the Prothena IP that claim or cover any Licensed Target, Licensed Antibodies or Licensed Products, including the composition or use of any of the foregoing, and Prothena Controls all such Patents.
Subject to the terms and conditions of this Agreement, Prothena hereby grants to Celgene a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right to grant sublicenses (through multiple tiers), under the Prothena IP for Celgene to conduct its activities and perform its obligations under this Agreement, including as set forth in Section 2.4 and 2.9. 7.1.2 Research and Development License.
Except for the Prothena IP, Prothena and its Affiliates do not own or control (by license or otherwise), as of the Effective Date, any Patent or Know-How that is necessary or useful to Develop, Manufacture or Commercialize any Collaboration Targets or any Antibodies (or any products constituting, incorporating, comprising or containing any such Antibody) that Target any Collaboration Target.