ARENA LICENSE. Upon receipt by Arena of an Assay Transfer Fee in accordance with Section 3.2, Arena grants to Fujisawa, subject to the provisions of Sections 4.3 and 4.4 of this Agreement, the following with respect ONLY to the Fujisawa Receptor Information that is the subject of such Assay Transfer Fee:
(a) an exclusive right and license, exclusive even as to Arena, to use, have used, sell, have sold, import, have imported, further develop, improve and otherwise exploit in any manner the Technology, for the purpose of identification of CART Identified Compound(s) and develop, manufacture, have manufactured, promote, market, sell and distribute CART Identified Compound(s) and/or Drug Product(s) in the Territory including the right to sublicense the rights granted to Fujisawa by Arena hereunder,
(b) in the event that Fujisawa sublicenses any right granted by Arena hereunder, Fujisawa warrants that it shall notify Arena within one (1) month of the effective date of any such sublicense agreement; at all times during the term of this Agreement, Fujisawa shall have an affirmative obligation to make any such payments to Arena that Fujisawa would be required to make to Arena hereunder, irrespective of the financial situation of any such Fujisawa's Licensee(s).
ARENA LICENSE. In consideration for the agreement by ICI to make all applicable payments to Arena pursuant to Article IV, and conditioned upon the receipt by Arena of all applicable payments under Article IV, Arena grants to ICI with respect ONLY to the CART Identified Ingredients referred to in Sections 2.5 and 3.5, an exclusive right and license, exclusive even as to Arena, to make, have made, use, have used, further develop, improve and otherwise exploit in any manner, including the right to sub-license, the CART Identified Ingredients within the Field. IN the event that ICI sub-licenses any right hereunder , such sub-licensee shall agree to be subject to and bound by the terms and conditions of this Agreement, and ICI shall be responsible for ensuring that any such sub-licensee is subject to and bound by the terms and conditions of this Agreement.
ARENA LICENSE. Subject to receipt by Arena of the payments set forth in Sections 4.2(a) and 4.2(b) and 4.2(c) of this Agreement, Arena hereby grants to Taisho the following with respect ONLY to each Taisho Activated Receptor that is the subject of the Screening Assay Notice:
(a) an exclusive right and license under the Technology, exclusive even as to Arena but subject to the provisions of Section 5.5 and Article VI, to use, have used, sell, have sold, import, have imported, further develop, improve and otherwise exploit in any manner the Taisho Activated Receptor, for the purpose of identification of CART Identified Compound(s) in the Territory, including the right to sublicense the rights granted to Taisho by Arena hereunder, and
(b) an exclusive right and license under the Technology, exclusive even as to Arena, to develop, manufacture, have manufactured, promote, market, sell and distribute CART Identified Compound(s) and/or Drug Product(s) comprising a CART Identified Compound in the Territory ,including the right to sublicense the rights granted to Taisho by Arena hereunder.
ARENA LICENSE. Subject to the terms and conditions of this Agreement, Arena hereby grants to TaiGen and its Affiliate Active Capital, effective as of the Effective Date and continuing for a period of ending upon the expiration of twenty (20) years from the Effective Date or the date of expiration of the last to expire patent with claims covering the CART Identified Product(s) and/or Drug Product(s) derived from such TaiGen Selected Receptor, whichever is longer, the following with respect ONLY to the TaiGen Activated Receptor that is the subject of the Screening Assay Notice:
(a) an exclusive right and license under the Technology, exclusive even as to Arena, but subject to the provisions of Section 5.3 and, when applicable, Section 2.1(b) of this Agreement, to use, have used, sell, have sold, import, have imported, further develop, improve and otherwise exploit in any manner the TaiGen Activated Receptor, for the purpose of identification of CART Identified Compound(s) in the Territory, and
(b) an exclusive right and license under the Technology, exclusive even as to Arena, to develop, manufacture, have manufactured, promote, market, sell, distribute and, subject to the provisions of Section 5.3, Section 5.4 and, when applicable, Section 2.1(b) of this Agreement, license CART Identified Compound(s) and/or Drug Product(s) in the Territory. TaiGen acknowledges and agrees that the license granted to it by Arena hereunder is limited in scope and does not include a license, express or implied, outside the scope set forth herein, including, but not limited to, use of the Arena Activation Technology by TaiGen or use of any technology owned or assigned to: XxxxXxxxxxxxx.xxx, Inc.; Aressa Pharmaceuticals, Inc.; and/or BRL Screening, Inc.
ARENA LICENSE. (a) With respect to each Neurocrine Activated Receptor developed by Arena and transferred to Neurocrine in accordance with the provisions of Section 2.1 of this Agreement, and to the extent permitted by law, Arena grants to Neurocrine, subject to the limitations of Section 2.2(c) of this Agreement, a world-wide, exclusive, non-fee, non-royalty bearing license, including the right to sub-license, under Arena Patent Rights applicable to the use of, or having used, each such Neurocrine Activated Receptor.
(b) With respect to each Neurocrine Receptor Assay developed by Arena and transferred to Neurocrine in accordance with the provisions of Section 2.1 of this Agreement, and to the extent permitted by law, Arena grants to Neurocrine, subject to the limitations of Section 2.2(c) of this Agreement, a world-wide, exclusive, non-fee, non-royalty bearing license, including the right to sub-license, under Arena intellectual property applicable to the use of, or having used, each such Neurocrine Receptor Assay transferred by Arena to Neurocrine.
(c) Neurocrine expressly acknowledges and agrees that the licenses granted in accordance with Section 2.2 of this Agreement are limited to the use of the specific material and/or specific information transferred by Arena to Neurocrine, and that any Third Party and/or Neurocrine Collaborator that is provided with such material and/or information by Neurocrine ("Neurocrine Receptor Parties") shall do so only by written agreement between Neurocrine and such Neurocrine Receptor Parties acknowledging and agreeing to the same. Except as specifically set forth herein, Neurocrine expressly acknowledges and agrees, on behalf of itself and Neurocrine Receptor Parties, that the Arena Activation Technology shall not otherwise be utilized by Neurocrine or any Neurocrine Receptor Parties, and that any such use is unauthorized and expressly prohibited under the terms of this Agreement.
ARENA LICENSE. Arena hereby grants to Taisho the following with respect ONLY to the Taisho Activated Receptor that is the subject of the Screening Assay Notice:
(a) an exclusive right and license under the Technology, exclusive even as to Arena but subject to the provisions of Section 5.5 and Article VI, to use, have used, sell, have sold, import, have imported, further develop, improve and otherwise exploit in any manner the Taisho Activated Receptor, for the purpose of identification of CART Identified Compound(s) in the Territory including the right to sublicense the rights granted to Taisho by Arena hereunder, and
(b) an exclusive right and license under the Technology, exclusive even as to Arena, to develop, manufacture, have manufactured, promote, market, sell and distribute CART Identified Compound(s) and/or Drug Product(s) in the Territory including the right to sublicense the rights granted to Taisho by Arena hereunder.
