Endoluminal Non-Robotic Field Sample Clauses

Endoluminal Non-Robotic Field. Subject to the terms and conditions of this Agreement and the provisions in Section 2.1(d) (and other applicable sections) of the Xxxxxx-Xxxx Agreement, SPE hereby grants to Philips and its present and future Affiliates, as the sole sublicensee of SPE, an exclusive, worldwide, transferable (subject to Section 6.3 of the Xxxxxx-Xxxx Agreement and Section 15 of this Agreement) sublicense (with the right to sublicense through one or multiple tiers) under the Licensed Xxxx IP to research, develop, make, have made, use, have used, import, sell, have sold and otherwise commercialize and exploit Products in each case solely within the Endoluminal Non-Robotic Field (i.e., Naked Sublicenses within the Endoluminal Non-Robotic Field are allowed). Notwithstanding the foregoing, the license granted in this Section 2.1.4 shall be nonexclusive with respect to any Licensed Xxxx IP that constitutes “Intuitive New Intellectual Property” as defined in the Intuitive-Xxxx Agreement.
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Endoluminal Non-Robotic Field. Subject to the provisions in this Section 2.1(d) below, Xxxx hereby grants to Xxxxxx and its Affiliates an exclusive (even as to Xxxx and Intuitive), worldwide, transferable (subject to Section 6.3 below), royalty-free, fully paid-up, perpetual and irrevocable license (with the right to sublicense through one or multiple tiers) under the Licensed IP to research, develop, make, have made, use, have used, import, sell, have sold and otherwise commercialize and exploit Products in each case solely within the Endoluminal Non-Robotic Field (i.e., naked sublicenses within the Endoluminal Non-Robotic Field are allowed). Xxxx shall retain no rights to or under any Licensed IP within the Endoluminal Non-Robotic Field except (i) solely to provide services to Xxxxxx as authorized by Xxxxxx, (ii) solely to manufacture and have manufactured Products for Xxxxxx within the Endoluminal Non-Robotic Field in accordance with the Development and Supply Agreement (and any commercial supply agreement entered into between the Parties in connection therewith), and (iii) solely to perform research and development activities pursuant to contracts with the United States government in the Endoluminal Non-Robotic Field (and to grant licenses to the applicable United States government agency as required in connection therewith) but only with the prior written approval of Xxxxxx, which approval may be given or withheld in Xxxxxx’x sole discretion, and Xxxx shall provide to Xxxxxx for its review a copy of each such proposed United States government contract so that Xxxxxx can evaluate whether or not to approve such activities and/or license grants. To the extent any Licensed IP or Product has any application or use in the Endoluminal Non-Robotic Field and any other field(s), this Section 2.1(d) shall not, and is not intended to, prohibit, limit or restrict any such application or use (including development, manufacture, use, offer for sale or sale) in such other field(s), subject to the other provisions (including license grants) in the other sections of this Agreement and subject to provisions (including license grants) of the Intuitive-Xxxx License. Notwithstanding any of the foregoing to the contrary, in the event the foregoing license to Xxxxxx in the Endoluminal Non-Robotic Field is converted from exclusive to co-exclusive in accordance with the terms and conditions of Section 3.8.1 of the Development and Supply Agreement, then, as of the date of such conversion, the rights of Xxxxx...
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Related to Endoluminal Non-Robotic Field

  • Competing Products The provisions of Section 21 are set forth on attached Exhibit H and are incorporated in this Section 21 by this reference.

  • Combination Products If a LICENSED PRODUCT is sold to any third party in combination with other products, devices, components or materials that are capable of being sold separately and are not subject to royalties hereunder (“OTHER PRODUCTS,” with the combination of products being referred to as “COMBINATION PRODUCTS” and the Other Product and Licensed Product in such Combination Product being referred to as the “COMPONENTS”), the NET SALES of such LICENSED PRODUCT included in such COMBINATION PRODUCT shall be calculated by multiplying the NET SALES of the COMBINATION PRODUCT by the fraction A/(A+B), where A is the average NET SALES price of such LICENSED PRODUCT in the relevant country, as sold separately, and B is the total average NET SALES price of all OTHER PRODUCTS in the COMBINATION PRODUCT in the relevant country, as sold separately. If, in any country, any COMPONENT is not sold separately, NET SALES for royalty determination shall be determined by the formula [C / (C+D)], where C is the aggregate average fully absorbed cost of the Licensed Product components during the prior Royalty Period and D is the aggregate average fully absorbed cost of the other essential functional components during the prior Royalty Period, with such costs being determined in accordance with generally accepted accounting principles. To the extent that any SUBLICENSE INCOME relates to a COMBINATION PRODUCT or is otherwise calculated based on the value of one or more licenses or intellectual property rights held by the COMPANY, an AFFILIATE or SUBLICENSEE, COMPANY shall determine in good faith and report to THE PARTIES the share of such payments reasonably attributable to COMPANY’s or such AFFILIATE’s sublicense of the rights granted hereunder, based upon their relative importance and proprietary protection, which portion shall be the SUBLICENSE INCOME. THE PARTIES shall have the right to dispute such sharing determination in accordance with the dispute provisions of the AGREEMENT.

  • Manufacturing Technology Transfer With respect to each Technology Transfer Product, upon AbbVie’s written request after the Inclusion Date for the Included Target to which such Technology Transfer Product is Directed, Morphic shall effect a full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party manufacturer) of all Morphic Know-How and Joint Know-How relating to the then-current process for the Manufacture of such Technology Transfer Product (the “Manufacturing Process”) and to implement the Manufacturing Process at facilities designated by AbbVie (such transfer and implementation, as more fully described in this Section 5.3, the “Manufacturing Technology Transfer”). To assist with the Manufacturing Technology Transfer, Morphic will make its personnel reasonably available to AbbVie during normal business hours for up to [***] FTE hours with respect to each Included Target (in each case, free of charge to AbbVie) to transfer and implement the Manufacturing Process under this Section 5.3. Thereafter, if requested by AbbVie, Morphic shall continue to perform such obligations; provided, that AbbVie will reimburse Morphic for its full-time equivalent (FTE) costs (for clarity, in excess of [***] FTE hours) and any reasonable and verifiable out-of-pocket costs incurred in providing such assistance. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

  • Licensed Territory Worldwide NIH Patent License Agreement—Exclusive APPENDIX C – ROYALTIES Royalties:

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • Field The term “

  • Third Party Technology The assignment of any applicable license agreements with respect to Third Party Technology are set forth in the General Assignment and Assumption Agreement.

  • Licensed Product “Licensed Product” shall mean any article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights. For clarity, a “Licensed Product” shall not include other product or material that (a) is used in combination with Licensed Product, and (b) does not constitute an article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights.

  • Competitive Products Competitive Products" means products that serve the same function as, or that could be used to replace, products the Company provided to, offered to, or was in the process of developing for a present, former, or future possible customer/partner at any time during the twelve (12) months immediately preceding the last day of Participant's employment (or at any time during Participant's employment if Participant was employed for less than 12 months), with which Participant had direct responsibility for the sale or development of such products or managing those persons responsible for the sale or development of such products.

  • Manufacturing License Subject to the terms of this Agreement, including without limitation Section 2.2, Theravance grants to GSK an exclusive license under the Theravance Patents and Theravance Know-How to make and have made API Compound or formulated Alliance Product in the Territory.

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