Designation of Licensed Compounds Sample Clauses

Designation of Licensed Compounds. At the request of Solvay, the Research Committee will review and consider the pertinent confirmatory data with respect to each group of Available Compounds (as determined by the Research Committee under Section 3.4.) and, if the activity of the resynthesized compound or compounds has been confirmed, designate the Available Compounds within the group as "Licensed Compounds" under this Agreement, whereupon Solvay shall disclose the Target and level of activity for the Licensed Compounds and, at the request of Solvay, ArQule shall disclose the structures but not the locations of the other ArQule Compounds in the same Mapping Array Library as the Licensed Compounds. Upon the designation of an Available Compound as a Licensed Compound and the disclosure by Solvay of the Target and level of activity, the licenses set forth in Section 7.2 shall automatically apply, and ArQule shall confirm such license in writing. If the Research Committee determines that the activity of the resynthesized compound or compounds has not been confirmed, then the Available Compounds within the group shall automatically lose their reserved status and Solvay shall have no further rights to such compounds.
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Designation of Licensed Compounds. At the request of Sankyo, the Research Committee will review and consider the pertinent confirmatory data and, after consideration, designate confirmed Available Compounds as "Licensed Compounds" under this Agreement. Sankyo acknowledges that an Active Compound that Sankyo desires to designate as a Licensed Compound may not retain its status as an Available Compound if the reservation period expired ----------------------- Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omissions. for that Active Compound. Therefore, if an Active Compound is no longer reserved (i.e., the reservation period expired), ArQule must determine whether that Active Compound is still an Available Compound before the Research Committee may designate the Active Compound as a Licensed Compound. Upon the designation of an ArQule Compound as a Licensed Compound, the licenses set forth in Section 6.2. shall automatically apply. All Licensed Compounds from a Mapping Array Library that share activity for the same Target shall form a Licensed Compound Set for the purposes of this Agreement.
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Designation of Licensed Compounds. At the request of Sankyo, the Research Committee will review and consider the pertinent confirmatory data and, after consideration, designate confirmed Available Compounds as "Licensed Compounds" under this Agreement. Sankyo acknowledges that an Active Compound that Sankyo desires to designate as a Licensed Compound may not retain its status as an Available Compound if the reservation period expired for that Active Compound. Therefore, if an Active Compound is no longer reserved (i.e., the reservation period expired), ArQule must determine whether that Active Compound is still an Available Compound before the Research Committee may designate the Active Compound as a Licensed Compound. Upon the designation of an ArQule Compound as a Licensed Compound, the licenses set forth in Section 6.2. shall automatically apply. All Licensed Compounds from a Mapping Array Library that share activity for the same Target shall form a Licensed Compound Set for the purposes of this Agreement.
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Designation of Licensed Compounds. At any time after SB has screened the Compass Array Library and the Mapping Array Libraries corresponding to Available Compounds identified in the Compass Array Library (i.e., confirmation in secondary screens is unnecessary), SB may select any reserved Available Compound or reserved Inactive ArQule Compound as a Licensed Compound under this Agreement. In such event, SB shall provide ArQule with written notice of its selection and ArQule will change the status of such ArQule Compounds from "reserved" to "licensed". Upon the designation of an ArQule Compound as a Licensed Compound, the licenses set forth in Subsection 5.2 shall automatically become effective. All Licensed Compounds from a Mapping Array Library that share activity for the same Target, [*****] shall form a Licensed Compound Set for the purposes of this Agreement. ---------------------- CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.
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Designation of Licensed Compounds. The Parties hereby acknowledge and agree that Sugen, in making its determination as to whether to designate any Active Sugen Compound as a Licensed Compound, shall use the good scientific and business criteria set forth on Exhibit C attached hereto, it being the intention of the Parties that such criteria shall be used as the basis for determining whether any Active Sugen Compound shall also be designated as a Licensed Compound.
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Designation of Licensed Compounds. At any time after SB has screened the Compass Array Library and the Mapping Array Libraries corresponding to Available Compounds identified in the Compass Array Library (i.e., confirmation in secondary screens is unnecessary), SB may select any reserved Available Compound or reserved Inactive ArQule Compound as a Licensed Compound under this Agreement. In such event, SB shall provide ArQule with written notice of its selection and ArQule will change the status of such ArQule Compounds from "reserved" to "licensed". Upon the designation of an ArQule Compound as a Licensed Compound, the licenses set forth in Subsection 5.2 shall automatically become effective. All Licensed Compounds from a Mapping Array Library that share activity for the same Target, ***** shall form a Licensed Compound Set for the purposes of this Agreement.
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Designation of Licensed Compounds. At any time during the Research Term or within 90 days after its expiration or its termination pursuant to Section 3.6 (but not any other termination of the Research Term or this Agreement), [***] in [***] of [***] upon which [***] or [***] to [***]. If [***] such [***], then within [***] or [***] of the [***], [***] ([***], as applicable) shall [***] of [***]. [***] of [***], such [***] shall [***] of [***]. The [***] with respect to [***] may be [***], but each [***] with respect to [***] initiated shall be subject to milestone and royalty payment obligations under Article 5 hereof.
Sample 1
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Designation of Licensed Compounds 
Sample 1

Related to Designation of Licensed Compounds

  • Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

  • 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.

  • Licensed Product The term “Licensed Product” shall mean any product (a) the manufacture, use, importation, sale or offer for sale of which would, in the absence of the license granted by this Agreement, infringe a Valid Claim of any of the Licensed Patent Rights, or (b) that is comprised of, utilizes or incorporates Licensed Biological Materials, or (c) that is discovered, developed or made using a Licensed Process.

  • SOURCE CODE ESCROW FOR LICENSED PRODUCT If Source Code or Source Code escrow is offered by either Contractor or Product manufacturer or developer to any other commercial customers, Contractor shall either: (i) provide Licensee with the Source Code for the Product; or (ii) place the Source Code in a third party escrow arrangement with a designated escrow agent who shall be named and identified to the State, and who shall be directed to release the deposited Source Code in accordance with a standard escrow agreement acceptable to the State; or (iii) will certify to the State that the Product manufacturer/developer has named the State, acting by and through the Authorized User, and the Licensee, as a named beneficiary of an established escrow arrangement with its designated escrow agent who shall be named and identified to the State and Licensee, and who shall be directed to release the deposited Source Code in accordance with the terms of escrow. Source Code, as well as any corrections or enhancements to such source code, shall be updated for each new release of the Product in the same manner as provided above and such updating of escrow shall be certified to the State in writing. Contractor shall identify the escrow agent upon commencement of the Contract term and shall certify annually that the escrow remains in effect in compliance with the terms of this clause. The State may release the Source Code to Licensees under this Contract who have licensed Product or obtained services, who may use such copy of the Source Code to maintain the Product.

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • AUDIT OF LICENSED PRODUCT USAGE Contractor shall have the right to periodically audit, no more than annually, at Contractor’s expense, use of licensed Product at any site where a copy of the Product resides provided that: (i) Contractor gives Licensee(s) at least thirty (30) days advance written notice, (ii) such audit is conducted during such party’s normal business hours, (iii) the audit is conducted by an independent auditor chosen on mutual agreement of the parties. Contractor shall recommend a minimum of three (3) auditing/accounting firms from which the Licensee will select one (1). In no case shall the Business Software Alliance (BSA), Software Publishers Association (SPA), Software and Industry Information Association (SIIA) or Federation Against Software Theft (FAST) be used directly or indirectly to conduct audits, or be recommended by Contractor; (iv) Contractor and Licensee are each entitled to designate a representative who shall be entitled to participate, and who shall mutually agree on audit format, and simultaneously review all information obtained by the audit. Such representatives also shall be entitled to copies of all reports, data or information obtained from the audit; and (v) if the audit shows that such party is not in compliance, Licensee shall be required to purchase additional licenses or capacities necessary to bring it into compliance and shall pay for the unlicensed capacity at the NYS Net Price in effect at time of audit, or if none, then at the Contractor’s U.S. Commercial list price. Once such additional licenses or capacities are purchased, Licensee shall be deemed to have been in compliance retroactively, and Licensee shall have no further liability of any kind for the unauthorized use of the software.

  • Third Party Components The Products and Services may contain third party components (including open source software) subject to separate license agreements. To the limited extent a third party license expressly supersedes this XXXX, such third party license governs Customer’s use of that third party component.

  • Licensed Patents 9.1.1 Oculis shall be responsible for and shall have the exclusive right with respect to, the preparation, filing, prosecution, protection, maintenance and enforcement of all Patent Rights in respect of the Licensed Technology in its discretion using its patent counsel. Oculis shall consult with Accure with respect thereto, supply Accure with a copy of the application as filed, together with notice of its filing date and serial number; and keep Accure advised of the status of actual and prospective Patent Right filings, including office actions, and keep Accure informed about and provide copies of all the relevant information exchanged between Oculis and the different Industrial or Intellectual Property Registration Offices regarding the prosecution, maintenance, defense and enforcement of the Licensed Patents. The cost and expense of filing, prosecuting, maintaining and enforcing all Licensed Patents shall be borne by Oculis. Accure shall, and hereby procures its personnel will, provide all requested information and perform all acts reasonably requested by Oculis in connection with the prosecution, maintenance, defense or enforcement of the Licensed Technology. Without limiting the foregoing, Accure and its Affiliates may not file for further Patent Rights relating to Licensed Technology. 9.1.2 Should Oculis not be interested in the prosecution, defense and maintenance of any or all of the Licensed Patents, and/or Xxxxxx decides not to pay all reasonable and necessary expenses with respect to the prosecution, defense or maintenance of any Licensed Patent before any upcoming deadline, Oculis shall give reasonable advance notice to Accure (no less than [***]), and subsequent to such notice Accure shall act as it deems appropriate in connection with the prosecution, defense and maintenance of the Licensed Patents at their discretion and at their own cost. As from such notification, Oculis shall not be responsible for costs associated with such Licensed Patents, and, where such notification is provided following such time as Xxxxxx assumes responsible for performing patenting matters as set forth above, Oculis shall not be responsible for the preparation, filing, prosecution, protection and maintenance of the mentioned Licensed Patents and such Patent Rights shall cease to be Licensed Patents and the provisions of Agreement shall be of no further effect with respect to such patent and/or country of the Territory.

  • Research Use The Requester agrees that if access is approved, (1) the PI named in the DAR and (2) those named in the “Senior/Key Person Profile” section of the DAR, including the Information Technology Director and any trainee, employee, or contractor1 working on the proposed research project under the direct oversight of these individuals, shall become Approved Users of the requested dataset(s). Research use will occur solely in connection with the approved research project described in the DAR, which includes a 1-2 paragraph description of the proposed research (i.e., a Research Use Statement). Investigators interested in using Cloud Computing for data storage and analysis must request permission to use Cloud Computing in the DAR and identify the Cloud Service Provider (CSP) or providers and/or Private Cloud System (PCS) that they propose to use. They must also submit a Cloud Computing Use Statement as part of the DAR that describes the type of service and how it will be used to carry out the proposed research as described in the Research Use Statement. If the Approved Users plan to collaborate with investigators outside the Requester, the investigators at each external site must submit an independent DAR using the same project title and Research Use Statement, and if using the cloud, Cloud Computing Use Statement. New uses of these data outside those described in the DAR will require submission of a new DAR; modifications to the research project will require submission of an amendment to this application (e.g., adding or deleting Requester Collaborators from the Requester, adding datasets to an approved project). Access to the requested dataset(s) is granted for a period of one (1) year, with the option to renew access or close-out a project at the end of that year. Submitting Investigator(s), or their collaborators, who provided the data or samples used to generate controlled-access datasets subject to the NIH GDS Policy and who have Institutional Review Board (IRB) approval and who meet any other study specific terms of access, are exempt from the limitation on the scope of the research use as defined in the DAR.

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