Development License A non-transferable (except as provided in Section 17.1 (Assignment)), sublicensable (subject to Section 11.2.5 (Voyager Sublicense Rights)), worldwide, non-exclusive, royalty-free license under the Genzyme Technology, Genzyme Collaboration Technology and Genzyme’s interest in the Joint Collaboration Technology to (a) Develop the Split Territory Licensed Products and conduct such Split Territory Licensed Program inside and outside the Voyager Territory for Commercialization of such Split Territory Agreement Products in the Field in the Voyager Territory, and (b) Manufacture the Split Territory Licensed Products inside or outside of the Voyager Territory for the purposes of such Development, in each case (a) and (b) as and to the extent set forth in any Global Development Plan or Voyager Territory Development Plan.
Commercialization License Subject to the terms of this Agreement, including without limitation Section 2.2 and Theravance's Co-Promotion rights in Section 5.3.2, Theravance hereby grants to GSK, and GSK accepts, an exclusive license under the Theravance Patents and Theravance Know-How to make, have made, use, sell, offer for sale and import Alliance Products in the Territory.
Overview Oxxx Xxxxxx played quarterback for the Cleveland Browns, and is considered one of the most dominant players of the NFL’s early years. He led the Browns to the championship game every season from 1946 to 1955, winning 7 times. He was also a 3-time league MVP. · He was selected All-League in 9 of his 10 seasons. Career highlights include throwing for 4 touchdowns in the 1950 title win, as well as 3 passing and 3 running touchdowns in the 1954 title game. · He would later coach Coast Guard for 9 seasons, over 2 separate stints. He was elected to the Pro Football Hall of Fame in 1965 Asset Description Overview and authentication: · PSA Card Facts states, “This important rookie card is one of the keys to the 1950 Bxxxxx set...This card is subject to the typical condition obstacles of the issue, including staining along the reverse that tends to penetrate the cardboard and downgrade the card...This popular issue is recognized as the first full-color, nationally distributed set of the post-World War II era.” · Graded a 9 by PSA, this card is one of 9 to receive that grade with NONE graded higher out of 720 total submissions to PSA. · PSA 9 copies sell very infrequently with the most recent sale being for $20,713 on 10/10/20. Notable Features: Graded Mint by PSA Notable Defects: There are none. Depreciation: The Company treats Memorabilia and Collectibles assets as collectible and therefore will not depreciate or amortize the SERIES #OttoGraham1950BowmanPSA9 going forward. Schedules to Thirteenth Amendment to Limited Liability Company Agreement – Collectable Sports Assets, LLC – Page 93 of 127 Schedule XXXIXto Thirteenth Amendment to Collectable Sports Assets, LLC Amended and Restated Limited Liability Company Agreement Series Designation of #ALKALINE1954TOPPSPSA9, a series of Collectable Sports Assets, LLC Capitalized terms used but not defined herein have the meanings assigned to such terms in the Limited Liability Company Agreement of Collectable Sports Assets, LLC, as in effect as of the effective date set forth below (the “Agreement”). References to Sections and Articles set forth herein are references to Sections and Articles of the Agreement. Name of Series #ALKALINE1954TOPPSPSA9, a series of Collectable Sports Assets, LLC, a Delaware limited liability company Date of establishment September 9, 2021 Managing Member CS Asset Manager, LLC, a Delaware limited liability company, is appointed as the Managing Member of #ALKALINE1954TOPPSPSA9 with effect from the effective date hereof and shall continue to act as the Managing Member of #ALKALINE1954TOPPSPSA9 until dissolution of #ALKALINE1954TOPPSPSA9 pursuant to Section 11.1(b) or its removal and replacement pursuant to Section 4.3 or ARTICLE X. Initial Member CS Asset Manager, LLC, a Delaware limited liability company Series Asset The Series Assets of #ALKALINE1954TOPPSPSA9 shall comprise the asset as further described in Schedule 1 attached hereto, which will be acquired by #ALKALINE1954TOPPSPSA9 through that certain Consignment Agreement dated as of August 30, 2021, as it may be amended from time to time, and any assets and liabilities associated with such asset and such other assets and liabilities acquired by #ALKALINE1954TOPPSPSA9 from time to time, as determined by the Managing Member in its sole discretion. Asset Manager CS Asset Manager, LLC, a Delaware limited liability company. Management Fee As stated in Section 7.1 of the Agreement. Issuance Subject to Section 6.3(a)(i), the maximum number of #ALKALINE1954TOPPSPSA9 Interests the Company can issue may not exceed the purchase price, in the aggregate, of $50,000. Number of #ALKALINE1954TOPPSPSA9 Interests held by the Managing Member and its Affiliates The Managing Member must purchase a minimum of 0.5% and may purchase additional #ALKALINE1954TOPPSPSA9 Interests (including in excess of 10%), in its sole discretion, through the Offering. Broker Dalmore Group, LLC, a New York limited liability company. Brokerage Fee Up to 1.00% of the gross proceeds of the Interests from #ALKALINE1954TOPPSPSA9 sold at the Initial Offering of the #ALKALINE1954TOPPSPSA9 Interests (excluding the #ALKALINE1954TOPPSPSA9 Interests acquired by any Person other than Investor Members). Schedules to Thirteenth Amendment to Limited Liability Company Agreement – Collectable Sports Assets, LLC – Page 94 of 127 Other rights Holders of #ALKALINE1954TOPPSPSA9 Interests shall have no conversion, exchange, sinking fund, redemption or appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of #ALKALINE1954TOPPSPSA9 Interests. Officers There shall initially be no specific officers associated with #ALKALINE1954TOPPSPSA9, although, the Managing Member may appoint Officers of #ALKALINE1954TOPPSPSA9 from time to time, in its sole discretion. Aggregate Ownership Limit As stated in Section 1.1. Minimum Interests One (1) Interest per Member. Schedule 1 Investment Overview · Upon completion of the SERIES #AlKaline1954ToppsPSA9 Offering, SERIES #AlKaline1954ToppsPSA9 will purchase a Ax Xxxxxx 1954 Topps PSA 9 (The “Underlying Asset” with respect to SERIES #AlKaline1954ToppsPSA9, as applicable), the specifications of which are set forth below.
PATENT LICENSE AGREEMENT EXCLUSIVE PHS and Licensee agree as follows:
Research License Following Selection of each CGI Antigen (or exercise of a Buy-In Right for each CGI Antigen) and subject to the terms and conditions of this Agreement, ABX agrees to grant, and hereby grants, to CGI a nonexclusive sublicense under the Licensed Technology to develop, make, have made, use, import or export or otherwise transfer physical possession of (but not to sell, lease, offer to sell or lease, or otherwise transfer title to) Covered Products related to such CGI Antigen and cells that express or secrete Antibodies to such CGI Antigen, in each case solely for purposes relating to or in connection with research or development (i) of Covered Products for use in the field of Gene Therapy or (ii) involving Genetic Material when used with viral or nonviral gene transfer systems. CGI shall have the right to sublicense the rights granted under this Section 2.5 upon the approval of ABX, which approval shall not be unreasonably withheld. In the event that ABX refuses to approve such a sublicense, ABX shall, to the extent that ABX has the right to do so, grant at CGI's request a nonexclusive sublicense of such rights directly to a non-Affiliate third party designated by CGI on terms and conditions substantially identical to the applicable terms and conditions of this Agreement. The sublicense granted by ABX under this Section 2.5 with respect to a CGI Antigen (and the further sublicenses, if any, granted by CGI under this Section 2.5 with respect to such CGI Antigen) shall terminate at such time as (A) CGI sends ABX an Abandonment Notice pursuant to Section 2.4.1 above regarding such CGI Antigen or (B) CGI enters into a CGI Product Sublicense related to such CGI Antigen; provided, however, that termination of a sublicense under this Section 2.5 with respect to a CGI Antigen pursuant to (B) above shall not affect the duration or survival of a grant of similar rights or sublicense under the CGI Product Sublicense with respect to such CGI Antigen, which rights or sublicense shall terminate or expire only in accordance with the terms of such CGI Product Sublicense. In the event that ABX enters into a Product Sublicense with respect to a CGI Antigen and CGI has not within six (6) months thereafter entered into a CGI Product Sublicense with respect to such CGI Antigen, the sublicense granted under this Section 2.5 with respect to such CGI Antigen shall terminate. It is understood and agreed that (x) as to ABX-Controlled Rights, the grant of rights under this Section 2.5 shall be subject to and limited in all respects by the terms of the applicable ABX In-License(s) pursuant to which such ABX-Controlled Rights were granted to ABX and (y) the rights and sublicenses granted to CGI under this Section 2.5 or any other provision of this Agreement shall be subject in all respects to the GenPharm Cross License.
Development Reports Beginning six months after Effective Date and ending on the date of first commercial sale of a Licensed Product in the United States, LICENSEE shall report to Cornell progress covering LICENSEE's (and Affiliate's and Sublicensee's) activities and efforts in the development of rights granted to LICENSEE under this Agreement for the preceding six months. The report shall include, but not be limited to, activities and efforts to develop and test all Licensed Products and obtain governmental approvals necessary for marketing the same. Such semi-annual reports shall be due within sixty days (60) of the reporting period and shall use the form as provided herein as Appendix C.
Commercialization Reports After the First Commercial Sale of a Licensed Product anywhere in the Territory, LICENSEE shall submit to Cornell semi-annual reports on or before each February 28 and August 31 of each year. Each report shall cover LICENSEE’s (and each Affiliate’s and Sublicensee’s) most recently completed calendar half-year and shall show:
Technology License 4.1 Unless any event described in Article 2.2 or 2.3 of this Agreement occurs, all of the technology required to be licensed for any of Party B’s business shall be provided by Party A on an exclusive basis. Party A will try its best to license Party B to use the technology owned by Party A, or re-license Party B to use the technology as approved by the owner.
Enforcement of Licensed Patents Each party shall promptly notify the other in writing of any alleged or threatened infringement of any Patent included in the Licensed Patents of which such party becomes aware.
Intellectual Property; Licenses, Etc The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
