Amendment to the License Agreement. Section 3.B of the License Agreement is hereby amended by adding the following sentence at the end thereof: “In the event that a product simultaneously falls within the definition of “Licensed Product” under this Agreement and the definition of “Royalty Product” under the CPI License Agreement: (a) Licensor agrees that any sale of such product will only implicate the payment of fees under one of the two agreements, not both (e.g., Licensor will not receive royalty payments both under this Agreement and the CPI License Agreement with respect to the same sale); (b) the Parties will determine which agreement will govern the fees to be paid to Licensor primarily by reference to the product’s actual intended use, and whether such use falls within the scope of the neuromodulation field of the Development Agreement or the “Implantable Cardiac Field” of the CPI License Agreement; and (c) if the Parties are unable to determine the governing agreement pursuant to clause (b) above, the Parties shall settle such disagreement pursuant to substantially the same mediation and arbitration provisions set forth in Section 4(E) and (F) of the CPI License Agreement with respect to a “Royalty Product Dispute” (as such term is defined in the CPI License Agreement) (it being understood and agreed that the scope of the arbitration will be limited to determining which agreement will govern the fees to be paid to the Company and that in no event will the Arbitrators have the power or authority to terminate this Agreement or the CPI License Agreement).
Amendment to the License Agreement. The parties agree that the Liabilities shall be discharged subject to and conditioned upon (i) the execution, delivery, and performance by Licensee of the Second Conversion Agreement, (ii) the issuance of Conversion Shares under the Second Conversion Agreement to CSIPC, and (iii) Licensee’s payment to CSMC of the Excess Liabilities. The following shall be added to the end of § 4 (Consideration):
Amendment to the License Agreement. The parties agree that the Liabilities shall be discharged subject to and conditioned upon (i) the execution, delivery, and performance by Licensee of the Conversion Agreement, (ii) the closing of Licensee’s initial public offering (“IPO”) resulting in at least $5,700,000 of proceeds, net of any underwriting discounts and commissions, to Licensee, and (iii) Licensee’s payment to CSMC of the Excess Liabilities. The following shall be added to the end of § 4 (Consideration):
Amendment to the License Agreement. (a) Paragraph 1.3 is hereby amended to read: “FIELD shall mean the diagnosis and/or treatment of (i) Attention Deficit Hyperactivity Disorder and (ii) Xxxxxxxxx’x Disease
(b) Article VII is hereby amended to read: PATENT FILING, PROSECUTION AND MAINTENANCE
7.1 HARVARD shall own (jointly with Organix or other assignees as applicable), file, prosecute and maintain all U.S. and foreign patent applications and patents included within the PATENT RIGHTS. LICENSEE shall be included in all prosecution-related correspondence with outside patent counsel, shall cooperate with HARVARD in the prosecution, filing and maintenance of the PATENT RIGHTS, and shall be promptly copied on all documents received from or sent to all patent offices involved in examination, interference proceedings, oppositions and other matters related to the PATENT RIGHTS. HARVARD shall consult LICENSEE on each step of the prosecution process regarding exclusively licensed PATENT RIGHTS and HARVARD shall incorporate LICENSEE’s comments where reasonably practicable, but final decision making authority shall vest in HARVARD.
7.2 Upon execution of this Agreement, LICENSEE shall reimburse HARVARD for past and presently payable patent costs for the preparation, filing, prosecution and maintenance of PATENT RIGHTS. HARVARD shall provide to LICENSEE an itemized invoice of all fees and costs associated with U.S. and foreign patent prosecution, U.S. and foreign patent annuities, and all costs associated with any patent interference proceedings related to the PATENT RIGHTS (“COSTS”) whether such fees and/or costs were incurred before or after the date of this Agreement. LICENSEE shall have the opportunity to review said invoices, and shall have the opportunity to discuss questionable xxxxxxxx incurred after the EFFECTIVE DATE either with HARVARD before HARVARD pays the invoiced xxxxxxxx, or directly with HARVARD’s patent counsel, as HARVARD directs. As directed by HARVARD, LICENSEE shall either pay invoiced xxxxxxxx related to PATENT RIGHTS directly to HARVARD’s patent counsel or shall reimburse to HARVARD the amount of all fees and costs related to PATENT RIGHTS that HARVARD has paid. LICENSEE shall pay to HARVARD, or to HARVARD’s patent counsel if so directed by HARVARD, all amounts due under each invoice under this paragraph within thirty (30) days of the date of receipt of said invoice. Late payment of these invoices shall be subject to interest charges of one and one-half percent (1 1/2%) per month. ...
Amendment to the License Agreement. This Amendment to the License Agreement (the “Amendment”) is made as of January 31, 2017 (the “Amendment Effective Date”) by and between, IRONWOOD PHARMACEUTICALS, INC., a company organized and existing pursuant to the Laws of Delaware, and having its principal offices at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, XX 00000, XXX (hereinafter, referred to as “Ironwood”) and ALLERGAN PHARMACEUTICALS INTERNATIONAL LTD., a company registered in Ireland, whose registered office is at Clonshaugh Business & Technology Park, Coolock, Dublin, X00 X000, Ireland (the “Partner”).
Amendment to the License Agreement. THIS AMENDMENT (this “Amendment”) is entered into this 3rd day of May, 2004 (the “Amendment Date”), by and between Wyeth, a corporation organized and existing under the laws of the State of Delaware and having a principal place of business at Five Xxxxxxx Xxxxx, Xxxxxxx, Xxx Xxxxxx 00000, acting through its Wyeth Pharmaceuticals Division (“Wyeth”), and Cardiokine, Inc., a corporation organized and existing under the laws of the State of Delaware and having a principal place of business at 0000 Xxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxxxxx, XX 00000 (“Cardiokine”). Wyeth and Cardiokine may each be referred to herein individually, as a “Party” and collectively, as the “Parties”.
Amendment to the License Agreement. (a) The parties acknowledge and agree that the following PCT application is hereby added to Item No. 7 on Revised Schedule A (Patent Rights) to the License Agreement: “[…***…]”
(b) All rights pertaining to exosomes, including their use in treatment of heart failure with preserved ejection fraction, encompassed within the following U.S. Patent Application number are hereby added to Revised Schedule A (Patent Rights) to the License Agreement:
Amendment to the License Agreement. Section 18.6 of the License Agreement shall be deleted in its entirety and be replaced as follows:
Amendment to the License Agreement. Section 14 of the License Agreement is hereby amended to add a new Section 14(r) to read as follows:
Amendment to the License Agreement. The following technology is hereby added to Revised Schedule A (Patent Rights) to the License Agreement:
