Licensed Subject Matter Sample Clauses

Licensed Subject Matter. For purposes of the Limited Licensed Subject Matter License, “Licensed Subject Matter” means Rivian’s Background IP that is: (i) incorporated into the Top Hat (exclusive of the Skateboard), or (ii) practiced by Rivian, Amazon or the applicable third party integrator, in each case, to integrate a top hat into the Skateboard purchased by Amazon from Rivian as of the last date on which such integration occurred.
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Licensed Subject Matter. VirRx hereby grants to Introgen a worldwide, exclusive license to make, use, sell, offer to sell, import, export and otherwise exploit the Licensed Subject Matter; it being understood that:
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Licensed Subject Matter. VirRx represents and warrants to Introgen that: (i) with respect to Licensed Subject Matter existing as of the Effective Date, VirRx is and shall continue to be during the Term of this Agreement, the exclusive owner of the entire right, title, and interest in and to all such Licensed Subject Matter, except as set forth in Sections 4.3 and 13.3; (ii) upon the invention of all other Licensed Subject Matter not described in clause (i) (or upon VirRx's first acquiring rights in such Licensed Subject Matter, if such Licensed Subject Matter is not invented by VirRx, its employees, or others working on VirRx's behalf), VirRx shall be, and shall continue to be throughout the term of this Agreement, the exclusive owner of the entire right, title and interest in all such Licensed Subject Matter, except as set forth in Sections 4.3, 13.3 and/or the written agreement, if any, under which VirRx first acquires rights in such Licensed Subject Matter from a third party; (iii) VirRx has the full right to enter into this Agreement and perform its obligations hereunder; (iv) VirRx has not previously granted and will not grant any rights in the Licensed Subject Matter that are inconsistent with the rights and licenses granted to Introgen herein; (v) to VirRx's knowledge, there are no claims of any third parties that would call into question the rights of VirRx to grant to Introgen the rights and licenses contemplated hereunder; and (vi) except for the Patent Rights, and the Related Materials, as of the Effective Date, VirRx does not own or Control rights to any patent, patent application, invention or other subject matter pertaining to [*] Vectors or claims of which would dominate any practice of the Licensed Subject Matter; (vii) VirRx is not aware of any prior art that is not cited in the Patent Rights existing as of the Effective Date that could render unpatentable any invention within a pending patent application, or render invalid or unenforceable any issued patent, within such Patent Rights, and (viii) VirRx has disclosed to Introgen all information of which VirRx is aware relating to VirRx or the Licensed Subject Matter that, in the reasonable opinion of VirRx as of the Effective Date, would materially impact Introgen's decision to enter into this Agreement and the transactions contemplated hereby.
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Licensed Subject Matter. (a) Notwithstanding the provisions of Section 9.1, Introgen may use and disclose Confidential Information comprising the Licensed Subject Matter: (a) to the extent necessary or useful in connection with the exercise of Introgen's rights (including commercialization and/or sublicensing of Licensed Subject Matter), or performance of Introgen's obligations or duties under this Agreement, or to investors, advisors and others on a need-to-know basis under reasonable conditions of confidentiality; and (b) as required by law.
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Licensed Subject Matter. Athena hereby grants to Procter & Xxxxxx a worldwide license to do the following for the periods and on the terms and conditions set out in this Agreement:
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Licensed Subject Matter. P&G agrees to and hereby does grant back to UROMED and its AFFILIATES, subject to the terms and conditions of this AGREEMENT: (a) an exclusive, paid up, worldwide, royalty-free license under PATENTS and PATENT APPLICATIONS, to make, have made, use, and sell UROMED PRODUCTS in the field of PRESCRIPTION USE only; and (b) a non-exclusive, paid-up, worldwide, royalty-free license to know-how, certificates, licenses, letters, and the like for the purpose of making, using and selling UROMED PRODUCTS into the field of PRESCRIPTION USE by UROMED and its AFFILIATES after the CLOSING. In no case do licenses under this AGREEMENT extend to non-PRESCRIPTION USE fields.
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Licensed Subject Matter. BORS represents that, (i) BORS has a valid and existing license with the originator of the Licensed Products, and (ii) BORS has obtained the approval of its licensor to enter into this Agreement.
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Related to Licensed Subject Matter

  • Subject Matter Subject to the terms and provisions of this Agreement, Seller agrees to sell and Purchaser agrees to purchase all of Seller's right, title and interest in and to the Equipment, and Seller hereby further agrees to assign, and Purchaser agrees to assume, all of Seller's right, title, interest, duties and obligations in, to and under the Leases, including all receivables relating to Seller, from and after the closing (the "Closing"), except that Seller hereby reserves and does not agree to transfer its right, title and interest in and to the Reserved Rights. As used herein, "

  • Patent Matters 4.1 Licensor shall have the right, but not the obligation, to prosecute and maintain all Patents to be issued pertaining to the Patent applications licensed in Exhibit A at its cost and expense. Licensor shall keep licensee reasonably apprised of all relevant actions regarding the status of such patents.

  • Licensed Patents Immune Design, at its expense, shall have the first right to file, prosecute and maintain all Licensed Patents for which Immune Design has any exclusive rights under this Agreement using patent counsel reasonably approved by IDRI, including conducting any interferences, reexaminations, reissues, oppositions, or request for patent term extension relating thereto. Immune Design shall conduct such filing, prosecution and maintenance in good faith, taking into consideration IDRI’s retained rights hereunder, and consistent with reasonable business judgment, provide IDRI with all relevant or material documentation and proposed filing in the Territory so that IDRI may be concurrently and promptly informed of the continuing prosecution, and consult with IDRI with regards to Immune Design’s patent strategy with the Licensed Patents for which Immune Design has any exclusive rights under this Agreement. Licensed Patents in the name of IDRI shall remain in the name of IDRI. Immune Design shall use commercially reasonable efforts to ***, as applicable. To the extent such ***, Immune Design shall provide IDRI reasonable opportunity to review and comment on such prosecution efforts regarding such Licensed Patents in the Territory, and any IDRI comments will be reasonably considered in such prosecution efforts, and included to the extent affecting the IDRI Exclusive Field or IDRI Territory, as the case may be. If Immune Design determines in its sole discretion to abandon or not maintain any Licensed Patent for which Immune Design has any exclusive rights under this Agreement in the Territory, then Immune Design shall promptly provide IDRI with written notice of such determination at least sixty (60) days before any deadline for taking action to avoid abandonment and shall provide IDRI with the right, opportunity and reasonable assistance to prepare, file, prosecute and maintain such Licensed Patent in the applicable jurisdiction in IDRI’s sole discretion and at IDRI’s expense, provided that Immune Design shall provide such reasonable assistance at its *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. own costs and expenses. If IDRI elects to prepare, file, prosecute and maintain such Licensed Patent in such jurisdiction for which Immune Design has any exclusive rights, then Immune Design’s license rights to such Licensed Patent in such country will become nonexclusive in such country under such Licensed Patent (and/or patent application). If IDRI desires Immune Design to file, in a particular jurisdiction, a Licensed Patent for which Immune Design has any exclusive rights under this Agreement that claims priority to another Licensed Patent for which Immune Design has any exclusive rights under this Agreement, IDRI shall provide written notice to Immune Design requesting that Immune Design file such patent application in such jurisdiction. If IDRI provides such written notice to Immune Design, Immune Design shall either (i) file and prosecute such patent application and maintain any patent issuing thereon in such jurisdiction and the Parties shall share the related costs and expenses (A) in countries *** on the basis of *** percent (***%) Immune Design: *** percent (***%) IDRI or (B) in countries within the IDRI Territory equally; or (ii) notify IDRI that Immune Design does not desire to file such patent application in such jurisdiction and provide IDRI with the opportunity to file and prosecute such patent application, provided that if IDRI files and prosecutes such patent application in such jurisdiction, then Immune Design’s license rights to such License Patent in such country will become nonexclusive in such country under such Licensed GLA Patent (and/or patent application). Immune Design shall be responsible for the costs and expenses incurred in connection with its own activities for filing, prosecuting and maintaining the Licensed Patents; IDRI shall be responsible for monitoring of such activities by IDRI.

  • Licensed Technology The term "Licensed Technology" shall mean the ------------------- Licensed Patents, plus all improvements thereto developed by Licensor, and all related data, know-how and technology.

  • Licensed Patent Rights The term “Licensed Patent Rights” shall mean rights arising out of or resulting from:

  • 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.

  • By Licensee Licensee shall defend, indemnify, and hold harmless Licensor, the REGENXBIO Licensors, and their respective shareholders, members, officers, trustees, faculty, students, contractors, agents, and employees (individually, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified Parties”) from and against any and all Third Party liability, loss, damage, action, claim, fee, cost, or expense (including attorneys’ fees) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: [*]; provided, however, that Licensee shall not be liable for claims to the extent based on any breach by Licensor of the representations, warranties, or obligations of this Agreement or the gross negligence or intentional misconduct of any of the Licensor Indemnified Parties. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from:

  • By Licensor Licensor represents and warrants that:

  • Joint Patent Rights If not already established under the Research Collaboration Agreement, prior to either Party filing any Patent Right disclosing Joint Program Technology or Joint TAP Platform Improvements, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights. As agreed upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate any Joint Program [***] Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Treatment Requested by CytomX Therapeutics, Inc. Technology or Joint TAP Platform Improvements, the Parties shall promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and maintenance of such patents and how to pay for the filing, prosecution and maintenance of such patents. It is presumed that CytomX will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology or Joint Unconjugated Probody Platform Improvements, and that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint TAP Platform Improvements or Joint Conjugation Probody Platform Improvements. Neither Party will file any Joint Patent Right without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Party controlling filing and prosecution of any such Joint Patent Right (a) shall keep the other Party informed regarding each Patent Right, (b) shall consider in good faith any recommendations made by the other Party in regard to the filing, prosecution or maintenance of any such Patent Right and (c) shall not unreasonably refuse to incorporate any recommendations made by the other Party in regard to such filing, prosecution or maintenance.

  • Patent Rights The term “

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