Future In-License Agreements Sample Clauses

Future In-License Agreements. (a) As between the Parties, Selecta shall have the first right to enter into Third Party agreements related to Know-How, Patents, or other intellectual property rights related to any Selecta Technology, including in combination with any Gene Therapeutic, in Selecta’s sole discretion. If Spark desires to enter any Third Party agreement for any such Know-How, Patents or other intellectual property rights, it shall provide written notice of such desire to Selecta and Selecta will have the first right to enter into such a license and shall sublicense such rights to Spark under this Agreement. If Selecta determines to enter into such a license, then prior to doing so Selecta shall provide Spark with a reasonable opportunity to review and comment on the proposed terms of such license that are applicable to Spark as a sublicensee thereunder. Selecta shall use reasonable efforts to negotiate the terms of such license accordingly. If Selecta or any of its Affiliates does not enter a Third Party agreement for such Know-How, Patents or other intellectual property rights within [***] after receipt of notice from Spark or, if Selecta is using Commercially Reasonable Efforts to negotiate such Third Party Agreement, [***] after receipt of notice from Spark, or if Selecta provides written notice to Spark that it does not intend to enter a Third Party agreement for such Know-How, Patents or other intellectual property rights, then [***]. If [***]. If Selecta notifies Spark in writing that it wishes to obtain a non-exclusive sublicense of under [***]
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Future In-License Agreements. If Norgine determines that any Patent Controlled by a Third Party is necessary for the Development, Commercialization, or, from and after a Manufacturing Transition Event, Manufacture of the Product in or for the Norgine Territory (each, a “Third Party Patent Right”), it shall provide written notice of such determination to AMAG. If AMAG agrees, in its reasonable discretion, that such Third Party Patent Rights are necessary or desirable for the Development or Commercialization or, from and after a Manufacturing Transition Event, Manufacture of the Product for the Norgine Territory, then AMAG shall have the first right to enter into such a license and shall sublicense such rights to Norgine under this Agreement. If AMAG determines to enter into such a license, then prior to doing so AMAG shall provide Norgine with a reasonable opportunity to review and comment on the proposed terms of such license that are applicable to Norgine as a fully paid-up, royalty-free sublicensee thereunder. AMAG shall use reasonable efforts to negotiate the terms of such license accordingly, and in any event subject to Section 8.1(d)(iii). If AMAG or any of its Affiliates does not enter a Third Party agreement for such Third Party Patent Rights within [***] after receipt of notice from Norgine or, if AMAG is using Commercially Reasonable Efforts to negotiate such Third Party agreement, [***] after receipt of notice from Norgine, or if AMAG provides written notice to Norgine that it does not intend to enter a license agreement for such Third Party Patent Rights, then Norgine may enter an agreement to obtain such a license (such agreement entered into by Norgine, a “Norgine In-License”). If the Norgine In-License provides for an exclusive, sublicensable license under such Third Party Patent Rights in the AMAG Territory, then Norgine shall inform AMAG and shall provide AMAG with a copy of such license. If AMAG notifies Norgine in writing that it wishes to obtain a non-exclusive sublicense of such rights in the AMAG Territory, Norgine shall grant such a sublicense to AMAG, and AMAG will be bound by the rights and obligations of such Norgine In-License as they apply to AMAG as a sublicensee, including all payment obligations that would be due under such agreement as a result of the sublicense thereof granted to AMAG and AMAG’s exercise of such sublicensed rights, including an equitable apportionment of any upfront fee or license fee as agreed to by the Parties. ACTIVE/105730326.3
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Future In-License Agreements. As of the Effective Date of the Agreement, there are no known Future In-License Agreements. This list would be updated after the Effective Date when and as any such agreements are signed. SCHEDULE 17.2.2
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Future In-License Agreements. (a) Prior to Voyager or any of its Affiliates entering into a license or other agreement with a Third Party pursuant to which Voyager or any of its Affiliates would acquire, license or obtain any right or interest in any invention, material or Know-How (or any Third Party Rights) that relates to Vectorization Technology, Vectorized Alpha-Synuclein Antibodies or Alpha-Synuclein or that may otherwise be necessary or reasonably useful (x) to conduct the Research Program or the Development Program or to achieve the objectives thereof or (y) to Exploit any Research Compound, Research Product, Selected Research Compound, Selected Research Product, Licensed Compound or Licensed Product (such activities (x) and (y), the “Program Activities”), any such invention, material or Know-How, a “Subject Technology” and such license or other agreement, a “Subject Technology Agreement”), Voyager shall use reasonable and good faith efforts to determine whether or not such Subject Technology would reasonably be expected to be necessary for the Program Activities, which efforts shall include (A) consulting with the Chief Scientific Officer of Voyager (or the executive officer of Voyager with equivalent responsibilities) and the other Voyager personnel responsible for leading the Research Program and the Development Program and (B) conducting such investigations and assessments, including where possible any relevant tests and studies, as are reasonably necessary to make such a determination. Any Subject Technology that specifically relates to Vectorized Alpha-Synuclein Antibodies or Alpha-Synuclein shall be deemed to be necessary for Program Activities unless the Parties agree otherwise in writing.
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Future In-License Agreements. (a) [**].
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Future In-License Agreements 
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Related to Future In-License Agreements

  • License Agreements (a) Each Borrower and Guarantor shall (i) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to which it is a party to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that, subject to Section 9.19(b) below, such Borrower or Guarantor may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Borrower or Guarantor; provided, that, such Borrower or Guarantor (as the case may be) shall give Agent not less than thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (iv) give Agent prompt written notice of any material License Agreement entered into by such Borrower or Guarantor after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Agent may request, (v) give Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a notice from such Borrower or Guarantor) a copy of each notice of default and every other notice and other communication received or delivered by such Borrower or Guarantor in connection with any material License Agreement which relates to the right of such Borrower or Guarantor to continue to use the property subject to such License Agreement, and (vi) furnish to Agent, promptly upon the request of Agent, such information and evidence as Agent may reasonably require from time to time concerning the observance, performance and compliance by such Borrower or Guarantor or the other party or parties thereto with the material terms, covenants or provisions of any material License Agreement.

  • Sublicense Agreements Sublicenses shall be granted only pursuant to written agreements, which shall be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect:

  • License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.

  • PATENT LICENSE AGREEMENT EXCLUSIVE PHS and Licensee agree as follows:

  • Supply Agreements For a period of three years from the consummation of the IPO, Odetics shall not unilaterally terminate or assign its guarantee obligation with respect to any supply agreement pursuant to which it has guaranteed the performance by ATL of ATL's obligations, unless such suppliers have consented to the termination or assignment of such guarantee.

  • Trademark License Agreement Buyer shall have executed and delivered to Sellers the Trademark License Agreement.

  • Future Agreements The Fund shall promptly, at the request of the Purchaser, enter into an agreement, on terms mutually satisfactory to the Fund and the Purchaser, of the type specified in Section 12(d)(1)(E)(iii) of the 1940 Act, so as to permit the Purchaser or any transferee satisfying the requirements set forth in Section 2.1 to rely on the provisions of Section 12(d)(1)(E)(iii) of the 1940 Act.

  • Third Party Standstill Agreements During the period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving Parent). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

  • Software License Agreement McDATA agrees that all Licensed Software will be distributed to Customers subject to a Software License Agreement (including warranty statement), along with a McDATA Manual, in a manner which is (a) no less protective of BROCADE's Intellectual Property Rights in the Licensed Software than the form attached hereto as Exhibit D, and (b) legally enforceable in the jurisdictions in which the Licensed Software, as incorporated into the McDATA Products, is distributed.

  • Third Party Agreements Nothing in this Section 5.3 shall require any Party to violate any Contract or arrangement with any Third Party regarding the confidentiality of confidential and proprietary information relating to that Third Party or its business; provided, however, that in the event that a Party is required under this Section 5.3 to disclose any such information, such Party shall use commercially reasonable efforts to seek to obtain such Third Party’s consent to the disclosure of such information. The Parties also acknowledge that the Other Parties’ Auditors are subject to contractual, legal, professional and regulatory requirements which such auditors are responsible for complying with.

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