Exclusive Research License Sample Clauses

Exclusive Research License. Subject to the terms and conditions of this Agreement, Evogene, on behalf of itself and its Affiliates, grants and agrees to grant to Monsanto and its Affiliates (in each case, so long as such Person remains an Affiliate of Monsanto), and Monsanto hereby accepts for itself and its Affiliates, an exclusive (except as to Evogene and its Affiliates other than Monsanto Competitors), irrevocable and perpetual (in each case except pursuant to termination or forfeiture as elsewhere set forth herein), non-transferable (except pursuant to Section 17.5) and non-sublicensable (except for (i) sublicenses to [* * *] for Research Purposes solely for the benefit of Monsanto or the collaboration under the [* * *], and (ii) after a PCT or other patent application is published with respect to any Evogene Patent Rights, sublicenses of such Evogene Patent Rights to Third Parties for Research Purposes for the benefit of Monsanto, in each case without the right to grant further sublicenses) (a) license under the Evogene Patent Rights to use (i) Collaboration Hits and their respective Collaboration Hit Homologs and Special Collaboration Hits, and (ii) PlaNet Xxxx Xxxxxx and Repack Recommendations; and (b) license to use the Evogene Know-How solely with respect to Collaboration Hits and their respective Collaboration Hit Homologs and Special Collaboration Hits, in the case of both (a) and (b) solely for Research Purposes and solely for transgenic applications in the Monsanto Crops, and in the case of (a)(ii) solely in connection with any Collaboration Hit Homolog belonging to the specific Collaboration Hit Set containing the specific Collaboration Hit Homolog and/or Special Collaboration Hits in respect of which Evogene delivered the Preferred Mode of Use which contained such PlaNet Xxxx Xxxxx or Repack Recommendation, as the case may be (the “Exclusive Research License”).
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Exclusive Research License. (a) As of the Effective Date, Miragen was granted an Exclusive Research License for the Miragen Targets included in Existing Target [*] 1-3. Prior to the [*] anniversary of the Restatement Date, and subject to clearance of the gate-keeping procedure set forth in Section 2.4, Miragen shall have the right to nominate and include in the Exclusive Research License and Product License one additional Target [*] of Existing Targets (“Existing Target [*] 4”). If such proposed Target [*] fails such gate-keeping procedure, Miragen shall have the right to propose alternative Target [*] for submission to such gate-keeping procedure until a proposed Target [*] passes the gate-keeping procedure and thereby becomes Existing Target [*] 4, provided however, that, with respect to all alternative submissions that are submitted after the [*] anniversary of the Restatement Date, each such alternative submission shall be made within [*] days after Miragen receives notice that the immediately prior submission failed the gate-keeping procedure. (b) In respect of each Existing Target, Santaris hereby grants to Miragen an exclusive license, with the right to grant sublicenses as provided below, under the LNA Platform Technology and the Santaris Technology solely to discover, identify, [*] for non-clinical research development, and otherwise conduct non-clinical research of, Miragen Compounds Targeting such Existing Target and conduct pre-clinical development of Products containing such Miragen Compounds in the Field (an “Exclusive Research License”), subject to Section 7.2(g) and the following terms and conditions: (c) Miragen may grant Sublicenses under an Exclusive Research License only to Sublicensees granted a Product License under Section 3.2 and such Sublicenses shall be subject mutatis mutandis to the terms and conditions set forth in Section 3.2 with respect to Sublicenses under the Product License; provided, that Miragen shall not grant Sublicenses under an Exclusive Research License with respect to an Existing Target unless and until (i) [*] and (ii) such Sublicenses are granted in connection with a grant of rights to such Sublicensees under certain Know-How and Patents Controlled by Miragen and its Affiliates that pertains to one or more Miragen Compounds Targeting such Existing Target. For purposes of this Section 2.1, “[*]” means [*] that (x) [*] and (y) [*]; (d) Any Sublicenses under an Exclusive Research License to Discover Miragen Compounds shall be granted solely f...
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Exclusive Research License. Upon (a) the Effective Date, with respect to the Initial Targets and (b) receipt of the written notice from the Trusted Person pursuant to Section 3.3.3 that a Proposed Target is not a Blocked Target, with respect to each ((a)-(b)), HDPR hereby grants to MAGENTA, on an Exclusive Research Target-by-Exclusive Research Target basis, during the Target Research Term, an exclusive, worldwide, fee-bearing right and license under the HDPR IP Rights and HDPR IP Improvements to enable MAGENTA to perform, or have performed on its behalf, Target Research Activities on such Exclusive Research Target, as more fully set forth in the Research Plan. In connection with the grant of such right and license for the Target Research Term, MAGENTA will pay HDPR the Research Target Fees as more fully set forth in Section 9.1.2. For clarity, this exclusive license grant expressly includes the right for MAGENTA (and its Contractors) to conduct GLP toxicology studies. Subject to Section 3.8, MAGENTA may sublicense the rights granted to it in this Section 3.3.4 to Contractors engaged by MAGENTA to perform Target Research Activities on its or their behalf. Notwithstanding the foregoing, HDPR will retain the right to conduct, or have conducted on its behalf, on its own or together with Third Parties, internal and non-clinical research with respect to Exclusive Research Targets, as long as (a) such activities are not directed at research or production of GMP material and do not include GLP toxicity studies, (b) HDPR Controls any and all intellectual property, including Patent Rights and Know-How, arising in connection with such research that would constitute HDPR IP Rights but for the lack of such Control and (c) HDPR shall not, either directly or indirectly through Affiliates or Third Parties, publish or otherwise disclose any data, information, inventions (whether or not patentable) or intellectual property rights arising in connection with such research; provided that, subject to MAGENTA’s prior written consent, HDPR may disclose such data, information, inventions (whether or not patentable) or intellectual property rights to bona fide potential investors that are bound by confidentiality obligations at least as restrictive as those set forth in this Agreement.
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Exclusive Research License. Subject to the terms and conditions of this Agreement, GPC hereby grants to BG a worldwide, royalty-free exclusive license, without the right to sublicense, under GPC’s interest in the Licensed Patents and the Collaboration Technology to conduct research solely within the Field, (i) on a Catalogue Target-by-Catalogue Target basis during the Evaluation Period for each Catalogue Target, and (ii) perpetually for each Accepted Target for which BG complies with its payment obligations under Section 6.1, to the extent applicable.
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Exclusive Research License. Subject to the terms and conditions of this Agreement, GPC hereby grants to ALTANA a worldwide, royalty-free exclusive license, without the right to sublicense, under GPC’s interest in the Licensed Patents and the Collaboration Technology to conduct research solely within the Field, (i) on a Catalogue Y3H Target-by-Catalogue Y3H Target basis during the Evaluation Period for each Catalogue Y3H Target, and (ii) perpetually for each Accepted Y3H Target for which ALTANA complies with its payment obligations under Section 6.1, to the extent applicable.
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Exclusive Research License. ImmunoGen hereby grants sanofi-aventis an exclusive, royalty-free license during the Research Term, without the right to grant sublicenses, with respect to any Optioned Target, to (a) conduct any and all preclinical studies (including without limitation in vivo efficacy studies) on any Ab-MAY Product directed at such Optioned Target; and (b) manufacture Ab-MAY Product solely for use in such studies.
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Related to Exclusive Research License

  • Research License Each Collaborator shall allow the other Collaborator to practice any of its Non- Subject Inventions for the purpose of performing the Cooperative Work. No license, express or implied, for commercial application(s) is granted to either Collaborator in Non-Subject Inventions by performing the Cooperative Work. For commercial application(s) of Non-Subject Inventions, a license must be obtained from the owner.

  • 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).

  • ROYALTIES AND PATENTS The Contractor shall pay all royalties and license fees. The Contractor shall defend all suits or claims for infringement of any patent rights and shall save the State harmless from loss on account thereof, except that the State shall be responsible for all such loss when a particular design, process or the product of a particular manufacturer or manufacturers is specified, but if the Contractor has reason to believe that the design, process or product specified is an infringement of a patent, The Contractor shall be responsible for such loss unless he promptly gives such information to the Architect.

  • 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.

  • Sublicense SONY shall be permitted to sublicense the rights ---------- granted in Section 2.1 only to: (a) wholly-owned subsidiaries of SONY; provided that SONY shall promptly notify LEXAR in writing of sublicenses granted to subsidiaries and SONY shall acknowledge responsibility for such subsidiary's compliance with the terms of this Lexar Technology License Agreement; and (b) any parties for the manufacture, use, offer for sale, import and sale of Host Devices and any components of Host Devices, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's sublicense rights under this Section 2.2(b) shall be contingent upon SONY entering into a written agreement with each sublicensee in the form of Exhibit C. SONY will provide LEXAR with a copy of each such --------- sublicense agreement immediately after execution thereof. Nothing in this Agreement shall be construed as permitting SONY to reveal LEXAR Confidential Information, as such term is defined in Section 6, to sublicensees under this Section 2.2(b). In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not have the right to sublicense the rights granted under this agreement. * Material has been omitted and filed separately with the Commission.

  • 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. 4.2 The Parties shall negotiate with each other to enter into specific technology license contracts to expressly specify the detail matters such as the technology to be licensed, the method to license the technology, license fees and payment.

  • Patent Rights The State and the U. S. Department of Transportation shall have the royalty free, nonexclusive and irrevocable right to use and to authorize others to use any patents developed by the Engineer under this contract.

  • Licensed Patent Rights The term “Licensed Patent Rights” shall mean rights arising out of or resulting from:

  • 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.

  • 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.

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