Existing In-License Sample Clauses

The Existing In-License clause defines the rights and obligations related to intellectual property or technology that one party has already licensed from a third party prior to entering into the current agreement. This clause typically outlines the scope of such pre-existing licenses, clarifies whether the other party will have access to or benefit from these in-licensed assets, and may require disclosure of any restrictions or obligations that could affect the new agreement. Its core function is to ensure transparency about prior commitments and to prevent conflicts or misunderstandings regarding the use of previously licensed intellectual property.
Existing In-License. Terray is not a party to any agreement with a Third Party pursuant to which Terray Controls any of Terray’s Background IP in the Terray Licensed Technology.
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Existing In-License. Odyssey is not a party to any agreement with a Third Party pursuant to which Odyssey Controls any of Odyssey’s Background IP in the Odyssey Licensed Technology.
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Existing In-License. (a) The Existing In-Licenses are in full force and effect, and to the best of Amicus’ knowledge as of the Effective Date, no Party to such agreements (including Amicus) is in breach or default thereunder. Amicus has not waived or allowed to lapse or terminate any of its rights relating to the Compounds or Licensed Products under the Existing-In-Licenses. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) Amicus has provided a true and complete copy of each Existing In-License to Shire. (c) Amicus will not during the Term amend such Existing-In Licenses in a manner that would adversely affect the rights, obligations or economic interests of Shire under this Agreement without Shire’s prior written consent. (d) Amicus shall, or shall cause Licensors to, furnish Shire with copies of all notices received by Amicus relating to any alleged breach or default by Amicus under the Existing-In-Licenses within five (5) Business Days after Amicus’ receipt thereof. In the event Amicus does not resolve any such alleged breach, it shall notify Shire within a sufficient period of time before the expiration of the cure period for such breach under such Existing-In-License such that Shire is able to cure or otherwise resolve such alleged breach. If Shire makes any payments to a Licensor in connection with the cure or other resolution of such alleged breach of Amicus, then Shire may credit the amount of such payments (to the extent such amount was actually due under the applicable Existing In-License) against any royalties or other payments payable to Amicus pursuant to this Agreement. (e) Amicus shall promptly furnish Shire with copies of (a) all amendments of the Existing In-Licenses and (b) correspondence (or in the case of oral discussions, summary of such discussions) with or from and reports received from or provided to Licensors to the extent material to Shire or its rights granted under this Agreement. (f) Amicus shall use Commercially Reasonable Efforts to obtain standby licenses in favor of Shire under each of the Existing-In Licenses as promptly as practicable following the Effective Date.
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Existing In-License. Exclusive License Agreement between The ▇▇▇▇▇ ▇▇▇▇▇▇▇ University and La Jolla (JHU Ref: DM-2179), dated November 25, 2002, as amended (the “JHU License”) US 5,606,047 US 5,633,395 US 7,115,581 US 7,351,855 US 5,276,013 US 5,552,391 ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ IE 82814 EP 5239781 JP 3836888 EP 6427982 JP 2899111 AU 686911 AU 677710 1 Validated in AT, BE, DK, FR, DE, GR, IT, LU, MC, NL, PT, ES, SE, CH and GB. 2 Validated in AT, BE, CH, DE, DK, ES, FR, GB, GR, IE, IT, LU, NL, PT and SE. IT patent status being confirmed. See Exhibit 15.2 below.
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Existing In-License. To the extent Licensee is a “SUBLICENSEE” as defined under the Existing In-License Agreement, or to the extent any Anaptys Technology licensed to Licensee in Section 2.1 includes a sublicense to Patent Rights or Know-How licensed to Anaptys or its Affiliates under the Existing In-License Agreement, then the Parties acknowledge and agree that the Licensee, or such sublicensed Anaptys Technology, is subject to the relevant terms and conditions of the Existing In-License Agreement. With respect to the Existing In-License Agreement, Licensee agrees to abide by all terms and conditions of such Existing In-License Agreement as they relate to Licensee under such agreement, including, as applicable, the “FIELD OF USE” and “SUBLICENSEE” definitions, Section 3.3, Article 5, Section 9.5 and Section 9.6
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Existing In-License. Exclusive License Agreement between The ▇▇▇▇▇ ▇▇▇▇▇▇▇ University and La Jolla (JHU Ref: DM-2179), dated November 25, 2002, as amended (the “JHU License”)
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Related to Existing In-License

  • Existing Intellectual Property Other than as expressly provided in this AGREEMENT, neither PARTY grants nor shall be deemed to grant any right, title or interest to the other PARTY in any PATENT, PATENT APPLICATION, KNOW-HOW or other intellectual property right owned or CONTROLLED by such PARTY.

  • Evaluation Licenses Access to the Software may be provided to User for beta, demonstration, test, or evaluation purposes, (collectively, “Evaluation Licenses”). For any Evaluation Licenses, the term shall be limited to ninety (90) days (the “Evaluation Period”), unless otherwise agreed to by Honeywell in writing. Evaluation Licenses are limited specifically to use for evaluation or demonstration purposes only, and User agrees not to use such Software in a production or non-test environment. User’s use of the Software under an Evaluation License is provided as-is, without any representations or warranties of any kind, and is at User’s sole risk. Honeywell has no obligation to support, maintain or provide any assistance regarding any Evaluation Licenses. IN NO EVENT WILL HONEYWELL BE LIABLE FOR ANY DAMAGES OF ANY KIND IN RELATION TO ANY EVALUATION LICENSE OR EVALUATION OF THE SOFTWARE BY USER, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, STATUTORY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA, DAMAGE TO SYSTEMS OR EQUIPMENT, OR BUSINESS INTERRUPTION). NEITHER USER NOR ANY PROVIDER IS ENTITLED TO ANY DEFENSE OR INDEMNIFICATION FOR EVALUATION LICENSES GRANTED PURSUANT TO THIS SECTION.

  • Intellectual Property; Licenses, Etc The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Sub-licensing Nuvectis may grant sub-licences (through multiple tiers) of its rights under this Agreement, provided that: (1) the granting of any sub-licences shall not relieve Nuvectis of any obligations or duties imposed on it under this Agreement; (2) it shall not grant or allow the grant of any sub-licences to (i) a tobacco company (being any entity identified as such in the Cancer Research UK Code of Practice on Tobacco Industry Funding to Universities); or (ii) a party which is actively and/or currently engaged in the manufacture, production or sale of weapons or ammunition; (3) subject to the provisions of Clause 2.5, such sub-licence shall be on arm’s length commercial terms reflecting the market value of the rights granted; (4) [***]; (5) [***]; (6) Nuvectis shall ensure that there are included in any sub-licence terms which shall enable Nuvectis to comply with its obligations under this Agreement; (7) subject to the provisions of clause 12.6, each sub-licence shall, and shall be expressed in each sub-licence agreement to, terminate automatically upon termination of the license under clause 2.1 and/or any commercial licence to the Collaboration Option IP; (8) [***]; (9) it shall diligently collect all amounts due under each sub-licence; (10) Nuvectis shall ensure that each Sub-Licence does not prohibit Nuvectis’s grant and the implementation of any [***] hereunder; (11) it shall be responsible for any breach of the sub-licence by the Sub-Licensee of Licensed Products and/or Additional Licensed Products, as if the breach had been that of Nuvectis under this Agreement; (12) the grant of any sub-licence shall be without prejudice to Nuvectis’s obligations under this Agreement. Any act or omission of any Sub-Licensee which, if it were the act or omission of Nuvectis would be a breach of any of the provisions of this Agreement, will be deemed to be a breach of this Agreement by Nuvectis who will be liable to the University accordingly; (13) the obligations in Clause 2.4 (3), (4), (5), (6) (excluding the development and commercialisation obligations set out in Clause 5.1), (8) and (9) shall not apply in relation to agreements that Nuvectis and/or a Sub-Licensee enters into with Third Party Service Providers, provided that: (a) such agreements relate to the provision of research, development and/or manufacturing services to Nuvectis and/or a Sub-Licensee in connection with Licensed Products and/or Additional Licensed Products; and (b) no rights are granted to such Third Party Service Providers to: (i) research, develop or manufacture its own products; and/or (ii) sell the Licensed Products and/or Additional Licensed Products; (14) each subclause of this Clause 2.4 shall apply to each tier of sub-licence unless expressly stated otherwise.

  • Import Licensing 1. Each Party shall ensure that all automatic and non- automatic import licensing measures are implemented in a transparent and predictable manner, and applied in accordance with the Agreement on Import Licensing Procedures in Annex 1A to the WTO Agreement. 2. Each Party shall promptly notify the other Parties of existing import licensing procedures. Thereafter, each Party shall notify the other Parties of any new import licensing procedures and any modification to its existing import licensing procedures, to the extent possible 60 days before it takes effect, but in any case no later than within 60 days of publication. The information in any notification under this Article shall be in accordance with Article 5.2 and 5.3 of the Agreement on Import Licensing Procedures in Annex 1A to the WTO Agreement. 3. Upon request of another Party, a Party shall, promptly and to the extent possible, respond to the request of that Party for information on import licensing requirements of general application.