CROSS LICENSE OPTION Sample Clauses

CROSS LICENSE OPTION. 7.1 For a period of five (5) years commencing on the Effective Date (the "Option Period"), Licensor and Licensee shall each have the option, except as set forth below, to license from the other any New Intellectual Property (the "License Option"). Licensor shall not have an option to license Licensee's New Intellectual Property in the event that Licensor's ownership interest in Licensee falls below twenty (20) percent of Licensee's total outstanding common shares and securities convertible to or exchangeable for Licensee's common shares, on an as converted basis on a fully-diluted basis.
Sample 1
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CROSS LICENSE OPTION. Subject to the terms and conditions of this Agreement, Celladon hereby grants to AskBio an option (the “Option”) to obtain a non-exclusive, royalty-bearing, worldwide license, including the right to grant sublicenses through multiple tiers of sublicense, under the Cross-License Patent Rights solely to develop, make, have made, use, offer for sale, sell, have sold, import, have imported, export and have exported Cross-License Products in the Cross-License Field. AskBio may exercise the Option at any time prior to expiration of the Option Period by written notice to Celladon. If AskBio timely exercises the Option, the parties shall, within 30 days after such exercise, execute a written license agreement with respect to such license, which agreement shall obligate AskBio to make license fee and milestone payments in amounts equal to 50% of the license fee and annual maintenance fees set forth in Sections 3.1 and 3.2 and to pay royalties at a royalty rate that is 50% of the royalty rate set forth in Section 3.3 and shall otherwise be subject to the same terms and conditions as are applicable to the license granted to Celladon under this Agreement, mutatis mutandis.
Sample 1

Related to CROSS LICENSE OPTION

  • License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.

  • Exclusive License Grant Subject to the terms and conditions of this Agreement, Licensee hereby grants to Takeda an exclusive, sublicensable (subject to Section 3.3 (Sublicensing)), royalty-bearing right and license under the Licensee Technology and Licensee’s interest in the Joint Technology to Exploit the TAK-385 Licensed Compound and TAK-385 Licensed Products in the Field in the Takeda Territory.

  • Software License Agreement McDATA agrees that all Licensed Software will be distributed to Customers subject to a Software License Agreement (including warranty statement), along with a McDATA Manual, in a manner which is (a) no less protective of BROCADE's Intellectual Property Rights in the Licensed Software than the form attached hereto as Exhibit D, and (b) legally enforceable in the jurisdictions in which the Licensed Software, as incorporated into the McDATA Products, is distributed.

  • Commercial License Subject to the terms and conditions of this Agreement, CytomX hereby grants to ImmunoGen and its Affiliates an exclusive (even as to CytomX), non-transferable (except as expressly permitted in this Agreement), royalty-bearing license, including the right to grant sublicenses as described in Section 3.1.2 hereof, under the Licensed Intellectual Property, to Develop, make, have made, use, sell, offer for sale, import and otherwise Commercialize Licensed Products in the Field in the Territory. ImmunoGen and its Affiliates shall have the right to engage one or more Affiliates or Third Parties (the latter being referred to herein as “Permitted Third Party Service Providers”) as subcontractors to perform designated functions in connection with its activities under this Agreement (including transferring Licensed Know-How and CytomX Proprietary Materials as may be necessary for such Permitted Third Party Service Providers to perform such designated functions); provided that (a) ImmunoGen shall [***] and (b) ImmunoGen shall [***].

  • Valid Agreement This Agreement has been duly executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

  • PATENT LICENSE AGREEMENT EXCLUSIVE PHS and Licensee agree as follows:

  • Exclusive License Licensor hereby grants to Licensee and Licensee hereby accepts from Licensor, upon the terms and conditions herein specified, a sole and exclusive license under the Licensed Patent Rights in the Territory, and in the Field of Use to develop, make, have made, import, have imported, use, offer to sell, sell and otherwise commercialize Licensed Product(s).

  • Trademark License Agreement Buyer shall have executed and delivered to Sellers the Trademark License Agreement.

  • Permits, Licenses, Etc Each of the Borrower and its Subsidiaries possesses all permits, licenses, patents, patent rights or licenses, trademarks, trademark rights, trade names rights, and copyrights which are material to the conduct of its business. Each of the Borrower and its Subsidiaries manages and operates its business in accordance with all applicable Legal Requirements except where the failure to so manage or operate could not reasonably be expected to result in a Material Adverse Change; provided that this Section 4.14 does not apply with respect to Environmental Permits.

  • Initial License Fee In partial consideration for the exclusive license granted pursuant to Section 2.1 hereof, Licensee shall pay to Scripps a non-refundable license fee upon execution of this Agreement in the amount of 70,000 shares of Licensee common stock as specified in Exhibit D. The license fee described in this Section is consideration for the grant and continuation of the license hereunder, and Scripps shall have no obligation to return any portion of such license fee, notwithstanding any failure by Licensee to develop any Licensed Product or market any Licensed Product commercially, and notwithstanding the volume of sales of any such Licensed Product.

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