Commercialization Licenses. The granting of licenses by one Party to the other in regards to the commercialization of Intellectual Property arising from the activities conducted pursuant to this Agreement and in respect of a Party’s background Intellectual Property shall be governed by the terms and provisions of the Exclusive License Agreement.
Commercialization Licenses. Subject to the terms and conditions of this Agreement, Ascentage hereby grants to Unity a royalty-bearing, exclusive license in the Field and the Territory, with the right to grant sublicenses as provided in Section 2.2, under the Licensed Intellectual Property: (a) to use the Licensed Compound supplied by or on behalf of Ascentage to make or have made the Licensed Products; (b) to make or have made Licensed Products and all components thereof (including without limitation, Licensed Compound) and (c) to use, offer for sale, sell, import, export, market, promote and distribute Licensed Compounds and Licensed Products; in each case, solely for use in the Field and Territory, and to have any of the foregoing performed on its behalf by a Third Party. For clarity, it is understood and agreed that Unity’s right under subsection (b) above to make or have made Licensed Products and all components thereof may only be exercised as permitted under Schedule 4.1.
Commercialization Licenses. Subject to the terms and conditions of this Agreement, Ascentage hereby grants to Unity a royalty-bearing, exclusive license in the Field and Territory, with the right to grant sublicenses as provided in Section 2.2, under the Licensed Intellectual Property: (a) to use the Licensed Compound supplied by or on behalf of Ascentage to make or have made the Licensed Products; (b) to use, offer for sale, sell, import, export, market, promote and distribute Licensed Compound and Licensed Products, and (c) to make, use, offer for sale, sell, import, export, market, promote and distribute Unity Bcl-2 [***] Products; in each case, solely for use in the Field and Territory, and to have any of the foregoing performed on its behalf by a Third Party. It is understood and agreed that the licenses set forth in this Section 2.1.2 exclude the right to make or have made the Licensed Compound.
Commercialization Licenses. (1) a non-exclusive non-transferable, non-sublicensable (except to Affiliates performing Manufacturing activities for BN hereunder) license under the Crucell Patent Rights set forth in Part 2 of Annex C to Manufacture the Multivalent MVA-BN Vector, Multivalent MVA Vectors or Monovalent MVA Vectors as provided for hereunder; and
(2) an-exclusive non-transferable, non-sublicensable (except to Affiliates performing Manufacturing activities for BN hereunder) license under the Crucell Patent Rights set forth in Parts 1 and 3 of Annex C and the Crucell Know-How to Manufacture the Multivalent MVA-BN Vector, Multivalent MVA Vectors or Monovalent MVA Vectors as provided for hereunder. The term of each of the licenses set forth in this Section 9.1 shall commence upon the Effective Date and shall continue: (i) in the case of the licenses granted under Section 9.1(a), until the termination of the last Development Plan or valid early termination of this Agreement as provided for in Article 17 and (ii) in the case of the licenses granted under Section 9.1(b), until the termination of this Agreement.
Commercialization Licenses. (1) BN hereby grants to Crucell an exclusive, sub-licensable, license under the BN Intellectual Property to import and use the Multivalent MVA-BN Vector, Multivalent MVA Vectors or Monovalent MVA Vectors and to develop, import, make, register, use, sell and offer for sale (and to have any of the foregoing done for it by a Third Party) Licensed Products in the Field and in the Territory. Crucell will notify BN of the grant of sublicenses hereunder to parties who are neither Affiliates nor distributors within [***] of the granting of such license. Crucell shall remain liable for any action or omission by a sublicensee which would, if an action or omission of Crucell, have been a breach of this Agreement.
(3) Notwithstanding anything to the contrary in this Agreement, (i) Crucell shall have no right to Manufacture the Multivalent MVA-BN Vector, Multivalent MVA Vectors or Monovalent MVA Vectors; and (ii) subject to Section 9.2(b)(3) nothing shall preclude BN from undertaking alone or, with any Third Party any development or commercialization of any (A) Multivalent MVA Vector or Monovalent MVA Vector against Filovirus combined with virus approaches (including pox viruses) that do not use an adenovirus as the vector or containing fragments thereof; (B) any monovalent vaccine against a Filovirus that does not use an adenovirus as the vector or containing fragments thereof; and (iii) any vaccine regardless of the vector against a virus that is not a Filovirus.
(4) Crucell shall not and shall procure that its Affiliates and sub-licensees do not, develop, import, make, register, use, sell and/or offer for sale Licensed Products outside of the Field, and shall effectively ensure that any such Prohibited Activities are prohibited and do not take place. Furthermore, Crucell may not undertake any promotion or inducement, or any kind of activities directly or indirectly related to, the potential furtherance of any Prohibited Activities.
(5) In the event that Crucell has, other than for reasons within BN’s control, not dosed the first patient in a Phase 1 clinical study before July 1 2015BN shall have the right but not the obligation by written notice to be received by Crucell on or before 1 September 2015 to convert the licenses granted in this Section 9.2(b) to non-exclusive licenses. In the event that Crucell has not, other than for reasons within BN’s control, done at least one of the following (i) dosed the first patient in a Phase 2 clinical study of a Licensed Prod...
Commercialization Licenses. Upon the identification by Monsanto of any Active Compound and the determination by the Research Committee that such Active Compound or any Active Homolog thereof should properly be designated as a Licensed Compound, ArQule, without any further action, shall be deemed to have granted to Monsanto, under ArQule Patent Rights, ArQule's interest in any Joint Patent Rights and ArQule Technology, an exclusive (including to the exclusion of ArQule), worldwide, royalty-bearing license (with the right to grant sublicenses) (i) to develop (including the making of Derivative Compounds), have developed, make, or have made Royalty-Bearing Products incorporating or using any patent or other intellectual property rights of ArQule covering the composition, manufacture or use of such Licensed Compound for use, distribution and sale in the Field, and (ii) to distribute for sale and sell in the Field Royalty-Bearing Products incorporating or using any patent or other intellectual property rights of ArQule covering the composition, manufacture or use of such Licensed Compound, and (iii) to use in the Field Royalty-Bearing Products incorporating or using any patent or other intellectual property rights of ArQule covering the composition, manufacture or use of such Licensed Compound.
Commercialization Licenses. ICAgen hereby grants to BMS an exclusive (even as to ICAgen), world-wide, royalty-bearing license throughout the Territory, with the right to grant sublicenses in accordance with the terms of this Agreement, under ICAgen Technology and Joint Inventions, to develop, make, have made, use, market and sell (i) in Field B, BMS Compound Products and ICAgen Compound Products that consist of or contain as an active ingredient an ICAgen Compound and are not Excluded area compounds, and (ii) in Field A, ICAgen Compound Products that consist of or contain as an active ingredient an ICAgen Compound and are Excluded area compounds.
Commercialization Licenses. ImmunoGen hereby grants to Aventis and its Affiliates, subject to Section 7.1.8 below, an exclusive (even as to ImmunoGen and its Affiliates), worldwide, royalty-bearing license, with the right to grant sublicenses, under ImmunoGen Intellectual Property, to Commercialize Products in the Field and in the Territory.
Commercialization Licenses. In the event that the parties sell, license, or otherwise transfer commercialization rights in Collaboration Work Product to a third party pursuant to Section 3.7. above, each party hereby covenants and agrees to grant to such third party any rights and licenses under such party's Patent Rights and Technology as are reasonably necessary for such third party to exploit such Collaboration Work Product in accordance with the terms of a written agreement between the parties and such third party that is consistent with the Commercialization Plan applicable to such Collaboration Work Product, and to provide reasonable warranties of title, further assurances, and similar customary provisions in connection with such grant of rights or licenses.
Commercialization Licenses. 12.4.1.1 Opthea shall promptly (and in any event within ten (10) Business Days) provide Investor with (i) executed copies of each executed Commercialization License, and (ii) executed copies of each amendment, supplement, modification or written waiver of any provision of any Commercialization License.
12.4.1.2 Opthea will use Commercially Reasonable Efforts to include in each Commercialization License (i) provisions permitting Opthea to audit the applicable Commercialization Partner on terms and conditions consistent in all material respects with Investor’s rights to audit Opthea set forth in Section 8.3 and (ii) provisions requiring the applicable Commercialization Partner to exercise efforts no less stringent, in all material respects, than Commercially Reasonable Efforts in Commercializing the Product and maximizing Net Sales of the Product.
12.4.1.3 Opthea shall provide Investor prompt written notice of any Commercialization Partner’s breach or default under the Commercialization License(s) to which it is party, to the extent Opthea gains Knowledge thereof. Opthea shall provide Investor with written notice following the termination of any Commercialization License.
