In-License Agreements. Any financial obligations arising under any CRISPR In-License Agreement or Vertex In-License Agreement as a result of the Development, Manufacture or Commercialization of any Product by either Party, its Affiliates and Sublicensees under this Agreement will be included in [***].
In-License Agreements. The licenses granted by MedImmune in Section 2.1 include sublicenses under the applicable license rights granted to MedImmune by Third Parties under the In-License Agreements, subject to this Section 2.3.2. Any sublicense with respect to Information or other Intellectual Property of a Third Party hereunder and any right of Licensee (if any) to grant a further sublicense thereunder, shall be subject and subordinate to the terms and conditions of the applicable In-License Agreement, under which such sublicense is granted and shall be effective solely to the extent permitted under the terms of such In-License Agreement. Without limitation of the foregoing, in the event and to the extent that any In-License Agreement requires that particular terms or conditions of such In-License Agreement be contained or incorporated in any agreement Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.
In-License Agreements. If a Party identifies any Infringed IP and determines to negotiate with a Third Party at arms’ length to obtain a license to such Infringed IP in such Party’s Respective Territory, then such Party (the “Notifying Party XE "Notifying Party" \t "See 2.4(b)" ”) shall promptly notify the other Party (the “Non-Notifying Party XE "Non-Notifying Party" \t "See 2.4(b)" ”) and identify such Third Party’s Infringed IP in reasonable detail. If, the Non-Notifying Party determines that such Third Party’s Infringed IP is necessary or useful for the Development, Manufacture or Commercialization of the Compound or any Licensed Product in the Licensed Field in its Respective Territory, then it shall inform the Notifying Party of its determination and (x) the Parties shall cooperate in good faith to negotiate and execute a license to such Infringed IP in the Pfizer Territory and the Excluded Territory (an “In-License Agreement XE "In-License Agreement" \t "See 2.4(b)" ”), (y) the Parties shall mutually agree on the portion, if any, of the costs associated with such In-License Agreement to be borne by each Party and this Agreement shall be amended or supplemented to reflect such mutual agreement and (z) upon the execution and delivery of such In-License Agreement, such Infringed IP shall be included in the licenses granted under Section 2.1(a) (License to Pfizer) or Section 2.2 (License to Sxxxx), as applicable. The Parties shall cooperate with each other in good faith to support each other in complying with such other Party’s obligations under each In-License Agreement, and shall comply with any applicable reporting, payment, subleasing or other requirements under each In-License Agreement. Nothing in this Section 2.4(b) shall prevent a party from negotiating or entering into an In-License Agreement with a Third Party with respect to Infringed IP solely with respect to such Party’s Respective Territory. If the Non-Notifying Party determines that it does not wish to obtain a license to such Third Party’s Infringed IP, then the Identifying Party shall have the right, but not the obligation, to negotiate and execute a license to such Infringed IP in any Territory including the other Party’s Respective Territory (an “Excluded In-License Agreement XE "Excluded In-License Agreement" \t "See 2.4(b)" ”) at its cost and expense, in which case such other Party shall not be obligated to pay any costs associated with such Excluded In-License Agreement and such Infringed IP shall not be...
In-License Agreements. [***] on case-by-case basis, Prothena shall (or shall cause its Affiliates to, as applicable) execute a written agreement, in a form reasonably acceptable to Celgene, with each Third Party that is a counterparty to the applicable In-License Agreement (each such counterparty, a “Prothena Licensor”) within [***] ([***]) days after the date of such request, pursuant to which (a) in the event of an early termination of such In-License Agreement, at the request of Celgene, such Prothena Licensor shall grant a direct license to Celgene with respect to the intellectual property licensed to Prothena under such In-License Agreement, on the same terms under which such Prothena Licensor grants such license to Prothena (or its Affiliate, as applicable) under such In-License Agreement, (b) such Prothena Licensor agrees to and acknowledges the rights granted to Celgene hereunder with respect to any intellectual property licensed to Prothena (or its Affiliate, as applicable) under such In-License Agreement, including the rights as set forth in this Section 8.3.3, and (c) [***].
In-License Agreements. The provisions of Section 5.6 of the Development License and Option Agreement shall apply mutatis mutandis to this Collaboration Agreement.
In-License Agreements. [***] on case-by-case basis, Prothena shall (or shall cause its Affiliates to, as applicable) execute a written agreement, in a form reasonably acceptable to Celgene, with each Third Party that is a counterparty to the applicable In-License Agreement (each such counterparty, a “Prothena Licensor”) within [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. [***] ([***]) days after the date of such request, pursuant to which (a) in the event of an early termination of such In-License Agreement, at the request of Celgene, such Prothena Licensor shall grant a direct license to Celgene with respect to the intellectual property licensed to Prothena under such In-License Agreement, on the same terms under which such Prothena Licensor grants such license to Prothena (or its Affiliate, as applicable) under such In-License Agreement, (b) such Prothena Licensor agrees to and acknowledges the rights granted to Celgene hereunder with respect to any intellectual property licensed to Prothena (or its Affiliate, as applicable) under such In-License Agreement, including the rights as set forth in this Section 8.3.3, and (c) [***].
In-License Agreements. Licensee acknowledges and agrees that certain of the rights, licenses and sublicenses granted by Tetraphase to Licensee in this Agreement (including any sublicense rights) are subject to the terms of the In-License Agreements and the rights granted to the Third Party counterparties thereunder, the scope of the licenses granted to Tetraphase or any applicable Affiliate thereunder and the rights retained by such Third Party counterparties and any other Third Parties (including Governmental Authorities) set forth therein. Licensee shall, and shall ensure that each Licensee Entity shall, perform and take such actions to allow Tetraphase and its Affiliates to comply with their obligations under each In-License Agreement, only to the extent applicable to Licensee’s rights or obligations under this Agreement, including Article 10 and Sections 4.2.3, 5.1 (first sentence only and solely with respect to the Development and Commercialization of Licensed Products in the Field in the Territory), 5.3, 6.3, 6.5, 7.1.1, 7.3, 9.1, and 12.2 of the Harvard Agreement as in effect on the Effective Date. Without limiting the foregoing, each Licensee Entity shall prepare and deliver to Tetraphase, or assist Tetraphase in preparing, any additional reports required under any In-License Agreement, in each case reasonably sufficiently in advance to enable Tetraphase and its Affiliates to comply with their obligations thereunder. Each Licensee Entity shall comply with each In-License Agreement. To the extent there is a conflict between the terms of any In-License Agreement and any rights granted to Licensee hereunder, the terms of the applicable In-License Agreement(s) shall control. Any breach by any Licensee Entity of any provision of any In-License Agreement applicable to any of them pursuant to this Section 2.05 (In-License Agreements) shall be deemed a material breach of this Agreement. To the extent permitted under the relevant In-License Agreement, Tetraphase shall provide Licensee with a copy of (a) any In-License Agreement executed after the Effective Date, promptly after Tetraphase identifies that such In-License Agreement is relevant to Licensee’s rights and obligations under this Agreement, and (b) any amendment to any In-License Agreement previously provided to Licensee, promptly after such amendment is executed.
In-License Agreements. Astellas acknowledges that the Vical Technology licensed or otherwise conveyed to Vical under the City of Hope Agreement or the CytRx Agreement is subject to the applicable terms and conditions of the City of Hope Agreement or the CytRx Agreement. In the event that City of Hope or CytRx notifies Vical of a default or breach under the City of Hope Agreement or the CytRx Agreement, respectively, related to any failure by Astellas or any Sublicensee to perform any obligation or covenant under this Agreement, the parties will discuss how to resolve the matter and, if the parties agree to a proposed resolution of the matter, they will cooperate in responding to City of Hope or CytRx, as applicable. If Astellas does not resolve such matter as agreed by the parties, or if the parties do not agree to a resolution of the matter, then Vical shall have the right, but not the obligation, to take such actions as reasonably necessary or appropriate to cure such default or breach and shall keep Astellas reasonably informed regarding such actions, and Astellas shall promptly reimburse Vical for all reasonable costs and expenses actually incurred by Vical solely as a result of such default or breach by Astellas or any Sublicensee. In the event Vical receives from CytRx or City of Hope notice of termination of the CytRx Agreement or the City of Hope Agreement, ***Confidential Treatment Requested respectively, Vical shall notify Astellas thereof within […***…] ([…***…]) days after receipt by Vical of such notice. Vical shall have no liability to Astellas for any termination or modification of the City of Hope Agreement or the CytRx Agreement arising out of or resulting from the failure of Astellas or any Sublicensee to abide by, comply with or perform under the terms, conditions or obligations of this Agreement. In addition, in the event the rights to the Vical Technology licensed to Vical under the CytRx Agreement cease to be licensed to Vical under the CytRx Agreement and Astellas obtains a license with respect to such Vical Technology directly from CytRx, then Astellas may deduct from the applicable payments owed to Vical hereunder the amount actually paid by Astellas to CytRx for such license with respect to such Vical Technology up to the amount that Vical would have been obligated to pay to CytRx under the CytRx Agreement with respect to such payment.
In-License Agreements. The TandAb Technology was developed under patents, as listed below, licensed from Deutsches Krebsforschungszentrum, Heidelberg, (DKFZ) under a License Agreement concluded between Affimed and DKFZ on March 8, 2001 (as amended by (i) a Memorandum of Clarification of July 26, 2004 and (ii) an amendment agreement concluded on June 7/13, 2006). In-licensed patents of DKFZ: TandAb Patentfamily “Multivalent antibody constructs” Priority Date: May 5, 1998 (DE 198 19 846.9) Patent Term: May 5, 2019 Granted in: Europe (EP 1 078 004: AT, BE, CH/LI, DE, DK, FR, GB, IT ES, NL, SE) USA (US 7,129,330) Japan (JP 0000000) Australia (AU 0000000000) Canada (CA 2331641) Pending: Germany (national application; Status: 1st Office Action replied) USA (divisional application; status: ready for allowance) Application discloses bivalent (single-chain diabodies) and tetravalent (TandAb) Fv antibody constructs. The constructs can be monospecific, bispecific or multispecific. Each Fv monomer comprises four variable domains linked by linkers 1, 2 and 3. The outer linkers 1 and 3 are “short”, i.e. have a length of 0-10 aa. The middle linker is “long”, i.e. 11-20 aa, in the case of the bivalent single-chain diabody or “short”, i.e. 3-10 aa, in the case of tetravalent TandAb. The general diagnostic and therapeutic use, in particular for viral, bacterial or tumoral disease is mentioned (without data). CD3xCD19 TandAb and single-chain diabody are exemplified. Country Status Filing Date Applic./Patent No. Germany Pending 1st Office Action replied May 5, 1998 198 19 846.9 Europe nationalized in AT,BE,CH,DK,FR, DE,GB,IT,ES, NL,SE Granted 31.10.07 May 5, 1999 99 932 626.7 EP 1 078 004 May 5, 2019 USA Granted 31.10.06 May 5, 1999 09/674 794 7,129,330 2nd US-Contin. Monovalent TandAb Allowed 06.02.09 12/367,219 Japan Granted 01.12.2009 May 5, 1999 2000-547118 JP4431277 Australia Granted 20.12.2007 May 5, 1999 0000000000 Canada Pending May 5, 1999 2 331 641 CONFIDENTIAL Overview of Affimed License Agreement on in-licensed patents of DKFZ: Affimed’s main rights and obligations under the License Agreement concluded with DKFZ are as follows: • Affimed is granted a worldwide exclusive license under the licensed patents to make, have made, use, sell and have sold any product or practice any service (Sections 2.1 and 2.2) • Affimed to pay to DKFZ a royalty of Affimed’s net sales of products or services until the expiration of 2 years following the expiration of the licensed patent(s) (Sections 3.1 and 3...
In-License Agreements. (i) Except as set forth on Schedule 2.1.5(a)(i), as of the Effective Date, Arvinas is not a party to any In-License Agreement for Know-How or Patents included within the Arvinas Background IP existing as of the Effective Date (the “Existing Arvinas In-License Agreements”).
