Exclusive Licenses. Where a Party wishes to grant an exclusive licence to its Results and seeks the written waiver of the other Parties pursuant to Grant Agreement Article 30.2, the other Parties shall respond to the requesting Party within 45 calendar days of the request. Any Party’s failure to respond (whether in the negative or the positive) to the request within such 45 calendar days shall be deemed to constitute written approval of the waiver by the non-responding Party.]
Exclusive Licenses. Subject to the terms and conditions of this Agreement, Trubion, effective as of the Effective Date, hereby grants to Wyeth an exclusive license (exclusive even as to Trubion, except to the extent necessary for Trubion to perform its obligations under this Agreement), with the right to grant sublicenses in accordance with the provisions of Section 2.4 hereof, under the Trubion Technology, to research, Develop, have Developed, make, have made, Manufacture, use, have used, import, have imported, export, have exported, distribute, have distributed, market, have marketed, offer and have offered for sale, sell, have sold and Commercialize (subject to Section 4.11) Licensed Products in the Territory (the license granted under this Section 2.1.1 is sometimes referred to herein as the "Product License").
Exclusive Licenses. Subject to the terms of this Agreement and subject to the rights as of the date hereof granted to a Third Party pursuant to the license agreement identified in Schedule 1.28, with respect to the rights owned or controlled by each of them, each of the Xxxxx Entities hereby grants to PFIZER, and PFIZER hereby accepts: (i) an exclusive license (even as to each of the Xxxxx Entities), including the right to sublicense, under the Xxxxx Patent Rights to make, have made, use, sell, offer for sale and import the Compound, any Research Compound and any Licensed Product in the Field in the Territory, (ii) an exclusive license (even as to each of the Xxxxx Entities), including the right to sublicense, to use Xxxxx Technology and Xxxxx Confidential Information to the extent reasonably useful for the manufacture, use, sale, offer for sale and importation of the Compound, any Research Compound and any Licensed Product in the Field in the Territory; provided that with respect to any Xxxxx Patent Rights and Xxxxx Technology that any Xxxxx Entity or any of their respective Affiliates hereafter acquires from a Third Party (whether by purchase, license, assignment or other means), such Xxxxx Entity shall only be required to grant PFIZER a license to such Xxxxx Patent Rights or Xxxxx Technology to the extent permitted under its agreement with such Third Party and if such Xxxxx Patent Rights or Xxxxx Technology is reasonably necessary for the manufacture, use, sale, offer for sale or importation of the Compound, any Research Compound or any Licensed Product in the Field in the Territory; provided, further, that each Xxxxx Entity or Affiliate thereof shall negotiate in good faith with any such Third Party to obtain the right to grant PFIZER such license, and to the extent that such Xxxxx Entity or Affiliate incurs any additional applicable milestone and royalty obligations to a Third Party as a direct result of the license granted to PFIZER, PFIZER shall pay such Xxxxx Entity such additional royalty obligation amounts, (iii) with respect to the XXXX License Agreement, an exclusive sublicense (even as to each of the Xxxxx Entities), including the right to sublicense, under the Xxxxx Patent Rights and Xxxxx Technology licensed to XXXXX thereunder to make, have made, use, sell, offer for sale and import the Compound, any Research Compound and any Licensed Product in the Field in the Territory and (iv) with respect to the UIRF License Agreement, an exclusive sublicense (even as to ...
Exclusive Licenses. Licensee acknowledges that the license granted by this Agreement is exclusive in the Territory, and that the Licensor may enter into license agreements with any of its Affiliates or Subsidiaries for use outside the Territory.
Exclusive Licenses. Subject to the terms and conditions of this Agreement, effective as of the Closing, Bioprojet hereby grants to Partner exclusive licenses, with the right to grant sublicenses as provided in Section 2.2, to the Product and the Licensed Assets to Commercialize the Product (including, to package and/or have packaged the Product, as supplied by Bioprojet under the Supply Agreement), solely in the Field in the Partner Territory. It is understood and agreed that the licenses set forth in this Section 2.1 exclude the right to manufacture or have manufactured the API contained in the Product, except to the extent set forth hereunder or in the Supply Agreement.
Exclusive Licenses. Subject to the terms and conditions of this Agreement:
(i) [***] License. On Exercise of the [***], BIND will and hereby does grant to Pfizer an exclusive, royalty-bearing (sub)license, with the right to grant sublicenses or other rights thereunder only to the extent permitted under Section 7.4, under the BIND Technology and BIND’s right, title and interest in and to the Joint IP, for the Term only (subject to the provisions of Section 14.1), solely to use, have used, Develop, have Developed, Commercialize, have Commercialized (including to use, sell, offer for sale and import) and, solely to the extent set forth in Section 6, Manufacture and have Manufactured, [***] Agreement Compounds and [***] Covered Products, in the Field and Territory only.
(ii) [***] License. On Exercise of the [***], BIND will and hereby does grant to Pfizer an exclusive, royalty-bearing (sub)license, with the right to grant sublicenses or other rights thereunder only to the extent permitted under Section 7.4, under the BIND Technology and BIND’s right, title and interest in and to the Joint IP, for the Term only (subject to the provisions of Section 14.1), solely to use, have used, Develop, have Developed, Commercialize, have Commercialized (including to use, sell, offer for sale and import) and, solely to the extent set forth in Section 6, Manufacture and have Manufactured, [***] Agreement Compounds and [***] Covered Products, in the Field and Territory only.
(iii) Notwithstanding anything herein to the contrary, BIND will retain the right to perform the Design/Preclinical Collaboration Project and to Manufacture and supply Agreement Compounds as described in Section 6.1 and as the Parties may otherwise agree in writing.
Exclusive Licenses. Subject to the terms of this Agreement, Quark hereby grants to Pfizer, and Pfizer hereby accepts, an exclusive license (even as to Quark and its Affiliates, except for performance of the responsibilities assigned to them under this Agreement), including the right to sublicense as provided in Section 3.3, under the Quark Patent Rights and Quark Technology to develop, make, have made, use, sell, offer for sale and import Biomolecules and Licensed Products in the Territory.
Exclusive Licenses. The Grantor shall not grant an exclusive license to a third party to manufacture, use, sell or develop the Product or enter into any exclusive license arrangement with a third party providing for the manufacture, use, sale or development of the Product without the consent of the Secured Parties, which consent shall not be unreasonably withheld.
Exclusive Licenses. University hereby grants and Licensee hereby accepts, subject to the terms and conditions of this Agreement, an exclusive (subject to the rights reserved in Section 2.03 below), non-sublicensable (except as explicitly permitted herein), non- transferable (except as explicitly permitted herein) and non-assignable (except as explicitly permitted herein), perpetual, irrevocable, worldwide license:
(a) to (i) access, copy, display, execute, install, load, transmit, host, store, and otherwise use, and (ii) modify, improve, interpret, compile, recompile, and create derivative works from, the Licensed Software in source code form to create one or more Derivative Products in the Field of Use; and
(b) to use, manufacture, reproduce (in any medium), have reproduced, display, perform, sell, market, license and otherwise transfer and/or distribute one or more Derivative Products (including any incorporated portion of the Licensed Software) in the Field of Use in object code form to one or more End Users, directly or indirectly through one or more resellers. In addition, the University hereby agrees that it shall contractually restrict any subsequent licensees of the Licensed Software (including any previous and/or subsequent editions of such software) from creating products or services, either directly or through the use of any [REDACTED], in the Field of Use.
Exclusive Licenses. The Corporation (i) owns and has the right to use, ------------------ free and clear of all liens, charges, claims and restrictions an Exclusive License Agreement between the Corporation and Infotrust TELCO and an Exclusive Re-Sellers Agreement with Universal Office Corporation, attached hereto as Exhibit H and Exhibit I, necessary for the operation of its business now conducted and proposed to be conducted, and (ii) the Corporation is not obligated or under any liability whatsoever to make payments by a way of royalties, fees, or otherwise to any owner or licensee of the Exclusive License of the Exclusive License Agreement, with respect to the use thereof or in connection with the conduct of its business, or otherwise. To the knowledge of the Corporation, the Corporation has not infringed upon nor is it infringing such Exclusive License or other intellectual property of any third party. The Company is not aware of any violation of the Company's Exclusive License Agreement, or its Exclusive Re-Sellers Agreement or other proprietary rights.
