Common use of Grant of Exclusive Rights Clause in Contracts

Grant of Exclusive Rights. Subject to the terms of this Agreement, CSMC hereby grants to Licensee, and Licensee hereby accepts from CSMC, the exclusive license, with the right to grant sublicenses (subject to the terms of Section 2.2 hereof), under the Patent Rights, during the Agreement Term (as provided in Section 6 hereof) to conduct research and development in the Field of Use and to make, have made, use, import, offer for sale, have offered for sale, sell and/or have sold Products in the Field of Use in the Territory. The foregoing grant of exclusivity is made expressly subject to the following: (a) All applicable laws and regulations, including, without limitation, the requirements of federal law as pertains to the manufacture of products within the United States; (b) All applicable rules of the Funding Agencies; (c) The rights of any co-owners of any Patent Rights, if any; (d) The following non-exclusive rights to the Patent Rights, which are retained by CSMC within the Field of Use: (i) Subject to Licensee’s right to prior review to determine the patentability of any information contained therein (which shall expire after [***] days after Licensee’s receipt thereof), the right to submit for publication the scientific findings from research conducted by or through CSMC or its investigators (including the Inventors) related to the Patent Rights, provided such publications do not contain any Confidential Information of Licensee, in which case Licensee may require such Confidential Information to be removed prior to publication; and (ii) the right (A) to exploit the Patent Rights and any tangible or intangible information contained therein for CSMC’s research, internal teaching and other educationally-related, clinical and non-commercial clinical study purposes, where clinical use does not involve a third party funding grant to commercialize such information, and (B) to obtain research funding for further study and development thereof from governmental and other nonprofit organizations (including grant applications). (e) Notwithstanding any other provision hereof to the contrary, all rights to the Patent Rights outside of the Field of Use are retained by CSMC.

Appears in 2 contracts

Samples: Exclusive License Agreement (Prometheus Biosciences, Inc.), Exclusive License Agreement (Prometheus Biosciences, Inc.)

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Grant of Exclusive Rights. Subject to the terms of this Agreement, CSMC hereby grants to Licensee, and Licensee hereby accepts from CSMC, the exclusive exclusive, worldwide license, with the right to grant sublicenses (subject to the terms of Section 2.2 hereof), under the Patent Rights, during the term of this Agreement Term (as provided in Section 6 hereof) to conduct research and development in the Field of Use using the Patent Rights and the Technical Information and to develop, use, make, have made, usepractice, import, offer for salecarry out, manufacture, have offered manufactured, offer for sale, sell and/or have sold Products in the Field of Use in the TerritoryTerritory using the Patent Rights and the Technical Information. The foregoing grant of exclusivity is made expressly subject to the following: (a) All applicable laws and regulations, including, without limitation, the requirements of federal law as pertains to the manufacture of products within the United States; (b) All applicable rules of the Funding Agencies;Agencies which have provided funding to CSMC or to any of its employees (including any of the inventors named on the Patent Rights) for the development of the Patent Rights and Technical Information, with CSMC disclosing to Licensee concurrently with CSMC’s execution of this Agreement the specific funding, if any, that has been provided by any Funding Agency including the National Institutes of Health, National Brain Tumor Foundation and the Xxxxxxx Foundation; and (c) The rights of any co-owners of any Patent Rights, if any; (d) The following non-exclusive rights to the Patent RightsRights and Technical Information, which are retained by CSMC within the Field of Use: (i) Subject to Licensee’s right to prior review to determine the patentability of any information contained therein thereof (which shall expire after [***] thirty (30) days after Licensee’s receipt thereof), the right to submit for publication the scientific findings from research conducted by or through CSMC or its investigators (including the InventorsInventor) related to the Patent RightsRights and the Technical Information; and provided further that if Licensee determines to file a patent application, provided such publications Licensee shall have a further thirty (30) day period thereafter to do not contain so, and CSMC shall delay any Confidential Information of Licensee, in which case Licensee may require such Confidential Information to be removed prior to publication; andpublication with respect thereto for that period. (ii) Except as provided in subparagraph (d) of this Section 2.1, the right (A) to exploit the Patent Rights and use any tangible or intangible information contained therein in the Patent Rights or the Technical Information (so long as CSMC shall treat such information as Confidential Information and maintain its confidentiality in accordance with Section 10 hereof), for CSMC’s research, internal teaching and other educationally-related, clinical related and non-commercial (except for charges to its own patients) clinical study purposes, where clinical use does not involve a third party funding grant to commercialize such information, and (B) to obtain research funding for further study and development thereof from governmental and other nonprofit organizations (including grant applications); and (iii) Except as provided in subparagraph (d) of this Section 2.1, the right to conduct research using the Patent Rights, Technical Information, Future Patent Rights and Future Technical Information, and to develop, use, make, practice, carry-out, and otherwise exploit the Patent Rights, Technical Information, Future Patent Rights and Future Technical Information for CSMC’s internal research and non-commercial (except for charges to its own patients) clinical purposes, where clinical use does not involve a third party funding grant to commercialize any Product. (d) Except as provided by Sections 2.3 and 2.6 hereof, CSMC shall not, under any circumstances, grant and/or transfer any rights retained by CSMC under Section 2.1(c) to any third party (other than to Licensee or, where required by applicable law, rule, regulation, governmental policy or contract, to any Funding Agency or the United States Government) to commercialize Inventions or information related thereto derived directly from the Patent Rights or the Technical Information in the Field of Use as a result of CSMC’s teaching and internal research and clinical activities with respect to the Patent Rights and Technical Information otherwise permitted by Sections 2.1(c)(ii) and (iii) above. (e) Notwithstanding any other provision hereof to the contrary, all rights to the Patent Rights and the Technical Information outside of the Field of Use are retained by CSMC. (f) The grant of exclusive rights hereunder is made expressly subject to any non-exclusive license and any option granted by CSMC to the Xxxxxx Xxxxx Institute of Molecular Studies (“TPIMS”) per the specific contractual requirements of the April 4, 2006 Material Transfer Agreement (“TPIMS MTA”) between CSMC and TPIMS. CSMC has been informed by the Inventor that the individual peptides included in the Materials (as defined in the TPIMS MTA) consist solely of superagonist peptides that are epitopes of gp100 and HER-2 whose sequences are defined in Schedule C. CSMC shall use commercially reasonable efforts to reacquire, at its expense, any rights of CSMC licensed to TPIMS and any option granted to TPIMS pursuant to the specific contractual requirements of the TPIMS MTA so that CSMC can give Licensee within six (6) months from the Effective Date an exclusive license to all of the Patent Rights subject, however, to a license granted by CSMC to TPIMS for the relevant Patent Rights limited to academic research and other educationally related, non-commercial activities. If CSMC is unable to reacquire the non-academic/educational license rights and terminate the option of TPIMS as described above within the six-month period, the parties’ sole remedy shall be that CSMC and Licensee will negotiate in good faith to determine whether a reduction in the number of shares of Licensee’s common stock issued to CSMC as a license fee pursuant to Section 4.1 is reasonable and appropriate. It is understood and agreed that the grant of a non-exclusive license to the relevant Patent Rights to TPIMS limited to academic research and other educationally related non-commercial activities shall not be considered a basis for negotiating a possible reduction as provided in the previous sentence.

Appears in 2 contracts

Samples: Exclusive License Agreement, Exclusive License Agreement (ImmunoCellular Therapeutics, Ltd.)

Grant of Exclusive Rights. Subject to the terms of this Agreement, CSMC each Licensor hereby grants to Licensee, and Licensee hereby accepts from CSMCeach Licensor, the exclusive license, with the right to grant sublicenses (subject to the terms of Section 2.2 hereof), under and to the Patent Rights, Rights during the term of this Agreement Term (as provided in Section 6 hereof) to conduct research and development in the Field of Use and to make, have made, use, import, offer for sale, have offered for sale, sell and/or have sold Products in the Field of Use in the Territory. The foregoing grant of exclusivity is made expressly subject to the following: (a) All applicable laws and regulations, including, without limitation, the requirements of federal law as pertains to the manufacture of products within the United States; (b) All applicable rules of the Funding Agencies; (c) The rights of any co-owners of any Patent Rights, if any; (d) The following non-exclusive rights to the Patent Rights, which are retained by CSMC Licensors and Licensors’ third-party academic or nonprofit research institution collaborators (“Third Party Collaborators”) within the Field of Use: (i) Subject to Licensee’s right to prior review to determine the patentability of any information contained therein (which shall expire after [***] days after Licensee’s receipt thereof), the right to submit for publication the scientific findings from research conducted by or through CSMC or either Licensor, its investigators (including the Inventors) or Third Party Collaborators related to the Patent Rights; provided, provided such publications do not contain any that Licensee shall have the rights to (a) delete Licensee’s Confidential Information from any publication proposed by CSMC and CSMC shall delay such publication for a reasonable period of Licenseetime, but no longer than thirty (30) days, to facilitate such deletion; and (b) request, within thirty (30) days of receiving any publication proposed by CSMC, that CSMC delay such publication for a reasonable time of no more than forty-five (45) days from the date of such request, to allow the appropriate party to protect any know-how and/or patentable subject matter contained in which case Licensee may require such Confidential Information to be removed prior to publication; and (ii) the right (A) to exploit the Patent Rights and use any tangible or intangible information contained therein in the Patent Rights (so long as Licensors and Third Party Collaborators shall treat such information as Confidential Information and maintain its confidentiality in accordance with Section 10 hereof), for CSMC’s any nonprofit purpose, including Licensors’ and Third Party Collaborators’ research, internal teaching and other educationally-related, clinical related and non-commercial clinical study purposes, where clinical use does not involve a third party funding grant to commercialize such information, and (B) to obtain research funding for further study and development thereof from governmental and other for-profit or nonprofit organizations (including grant applications). (ec) Notwithstanding any other provision hereof to the contrary, all rights to the Patent Rights outside of the Field of Use are retained by Licensors, and all rights to the CSMC Future Patent Rights outside the Field of Use are retained by CSMC. Furthermore, this Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of Licensors other than Patent Rights regardless of whether such patents arc dominant or subordinate to Patent Rights.

Appears in 1 contract

Samples: Exclusive License Agreement (Kairos Pharma, LTD.)

Grant of Exclusive Rights. Subject to the terms of this Agreement, CSMC hereby grants to Licensee, and Licensee hereby accepts from CSMC, the exclusive license, with the right to grant sublicenses (subject to the terms of Section 2.2 hereof), under and to the Patent Rights, Rights during the term of this Agreement Term (as provided in Section 6 hereof) to conduct research and development in the Field of Use and to make, have made, use, import, offer for sale, have offered for sale, sell and/or have sold Products in the Field of Use in the Territory. The foregoing grant of exclusivity is made expressly subject to the following: (a) All applicable laws and regulations, including, without limitation, the requirements of federal law as pertains to the manufacture of products within the United States; (b) All applicable rules of the Funding Agencies; (c) The rights of any co-owners of any Patent Rights, if any; (d) The following non-exclusive rights to the Patent Rights, which are retained by CSMC within the Field of Use: (i) Subject subject to Licensee’s right to prior review to determine the patentability of any information contained therein (which shall expire after [***] days after Licensee’s receipt thereof)review, the right to submit for publication the scientific findings from research conducted by or through CSMC or its investigators (including the Inventors) related to the Patent Rights; provided, provided such publications do not contain any that Licensee retains the rights to (a) delete Licensee’s Confidential Information from any proposed publication and CSMC shall delay such publication for a reasonable period of Licenseetime, but no longer than thirty (30) days, to facilitate such deletion; and (b) request, within thirty (30) days of receiving the publication, a reasonable delay of no more than forty-five (45) days from the date of such request to allow the appropriate party to protect any know-how and/or patentable subject matter contained in which case Licensee may require such Confidential Information to be removed prior to publication; and (ii) the right (A) to exploit the Patent Rights and use any tangible or intangible information contained therein in the Patent Rights (so long as CSMC shall treat such information as Confidential Information and maintain its confidentiality in accordance with Section 10 hereof), for CSMC’s research, internal teaching and other educationally-related, clinical related and non-commercial clinical study purposes, where clinical use does not involve a third party funding grant to commercialize such information, and (B) to obtain research funding for further study and development thereof from governmental and other nonprofit organizations (including grant applications). (ec) Notwithstanding any other provision hereof to the contrary, all rights to the Patent Rights and Future Patent Rights outside of the Field of Use are retained by CSMC. Furthermore, this Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of CSMC other than Patent Rights regardless of whether such patents are dominant or subordinate to Patent Rights.

Appears in 1 contract

Samples: Exclusive License Agreement (Kairos Pharma, LTD.)

Grant of Exclusive Rights. Subject to the terms of this Agreement, CSMC hereby grants to Licensee, and Licensee hereby accepts from CSMC, the exclusive exclusive, worldwide license, with the right to grant sublicenses (subject to the terms of Section 2.2 hereof), under the Patent Rights, during the term of this Agreement Term (as provided in Section 6 hereof) to conduct research and development in the Field of Use using the Patent Rights and the Technical Information and to develop, use, make, have made, usepractice, import, offer for salecarry out, manufacture, have offered manufactured, offer for sale, sell and/or have sold Products in the Field of Use in the TerritoryTerritory using the Patent Rights and the Technical Information. The foregoing grant of exclusivity is made expressly subject to the following: (aA) All applicable laws and regulations, including, without limitation, the requirements of federal law as pertains to the manufacture of products within the United States; (bB) All applicable rules of the Funding Agencies;Agencies which have provided funding to CSMC or to any of its employees (including any of the Inventors) for the development of the Patent Rights and Technical Information; and (c) The rights of any co-owners of any Patent Rights, if any; (dC) The following non-exclusive rights to the Patent RightsRights and Technical Information, which are retained by CSMC (and which are transferable by CSMC solely to its Affiliates for so long as they remain Affiliates) within the Field of Use: (iI) Subject to Licensee’s 's right to prior review to determine the patentability of any information contained therein thereof (which shall expire after [***] forty-five (45) days after Licensee’s 's receipt thereofthereof in complete written form, including all amendments), the right to submit for publication the scientific findings from research conducted by or through CSMC or its investigators (including the Inventors) related to the Patent Rights, provided such publications do not contain any Confidential Information of Licensee, in which case Licensee may require such Confidential Information to be removed prior to publication; andRights and the Technical Information; (iiII) Except as provided in subparagraph (d) hereof, the right (A) to exploit the Patent Rights and use any tangible or intangible information contained therein in the Patent Rights or the Technical Information (so long as CSMC shall treat such information as Confidential Information and maintain its confidentiality in accordance with Section 10 hereof), for CSMC’s research, 's internal teaching and other educationally-related, clinical related and non-commercial (except for charges to its own patients) clinical study purposes, where clinical use does not involve a third party funding grant to commercialize or develop such information, and (B) to obtain research funding for further study and development thereof from governmental and other nonprofit organizations (including grant applications); and (III) Except as provided in subparagraph (d) hereof, the right to conduct research using the Patent Rights and Technical Information, and to develop, use, make, practice, carry-out, and otherwise exploit the Patent Rights and Technical Information for CSMC's internal research and non-commercial (except for charges to its own patients) clinical purposes, where clinical use does not involve a third party funding grant to commercialize or develop any Product. (eD) Notwithstanding CSMC shall not, under any circumstances, grant and/or transfer any rights (i) retained by CSMC under Section 2.1(c) to any third party (other provision hereof than to Licensee or, where required by applicable law, rule, regulation, governmental policy or contract, to any Funding Agency or the United States Government) or (ii) to commercialize Inventions or information related thereto derived directly from the Patent Rights or the Technical Information in the Field of Use as a result of CSMC's teaching and internal research and clinical activities with respect to the contrary, all Patent Rights and Technical Information otherwise permitted by Sections 2.1(c)(ii) and (iii) above. (E) There are no rights to the Patent Rights and the Technical Information outside of the Field of Use are to be retained by CSMC. All rights to the Future Patent Rights and Future Technical Information shall be governed by Section 2.3 hereof and, if applicable, any license agreement between CSMC and Licensee with respect to such Future Patent Rights and Future Technical Information.

Appears in 1 contract

Samples: License Agreement (Arbios Systems Inc)

Grant of Exclusive Rights. Subject to the terms of this Restated Agreement, CSMC hereby grants to Licensee, and Licensee hereby accepts from CSMC, the exclusive exclusive, worldwide license, with the right to grant sublicenses (subject to the terms of Section 2.2 hereof), under the Patent Rights, during the term of this Restated Agreement Term (as provided in Section 6 hereof) to conduct research and development in the Field of Use using the Patent Rights and Know-How and to develop, use, make, have made, usepractice, import, offer for salecarry out, manufacture, have offered manufactured, offer for sale, sell and/or have sold Products in the Field of Use in the TerritoryTerritory using the Patent Rights and Know-How. The foregoing grant of exclusivity is made expressly subject to the following: (a) All applicable laws and regulations, including, without limitation, the requirements of federal law as pertains pertaining to the manufacture of products within the United States; (b) All applicable rules of the Funding Agencies;Agencies which have provided funding to CSMC or to any of its employees (including Mxxxxx) for the development of the Patent Rights and Know-How; and (c) The rights of any co-owners of any Patent Rights, if any; (d) The following non-exclusive rights to the Patent RightsRights and Know-How, which are retained by CSMC within the Field of Use: (i) Subject to Licensee’s right to prior review to determine the patentability of any information contained therein thereof (which shall expire after [***] forty-five (45) days after Licensee’s receipt thereof), the right to submit for publication the scientific findings from research conducted by or through CSMC or its investigators (including the InventorsMxxxxx) related to the Patent RightsRights and Know-How, provided and in the event Licensee determines that a patent shall be applied for, then CSMC shall refrain from submitting any such publications do not contain any Confidential Information of Licensee, in which case Licensee may require such Confidential Information to be removed prior to publication; andscientific findings for publication for an additional thirty (30) days; (ii) Except as provided in subparagraph (d) of this Section 2.1, the right (A) to exploit the Patent Rights and use any tangible or intangible information contained therein in the Patent Rights or Know-How (so long as CSMC shall treat such information as Confidential Information and maintain its confidentiality in accordance with Section 10 hereof), for CSMC’s research, internal teaching and other internal educationally-related, clinical related and non-commercial (except for charges to its own patients) clinical study purposes, where clinical use does not involve a third party funding grant to commercialize such information, and (B) to obtain research funding for further study and development thereof from governmental and other nonprofit organizations (including grant applications), and (C) to pursue a regulatory approval through the FDA, provided that that a copy of any grant application or FDA submission is provided to Licensee, in confidence and for informational purposes only, prior to submission; and (iii) Except as provided in subparagraph (d) of this Section 2.1, the right to conduct research using the Patent Rights, Future Patent Rights and Know-How, and to develop, use, make, practice, carry-out, and otherwise exploit the Patent Rights, Future Patent Rights and Know-How (so long as CSMC shall treat such information as Confidential Information and maintain its confidentiality in accordance with Section 10 hereof) for CSMC’s internal research and non-commercial (except for charges to its own patients) clinical purposes, where clinical use does not involve a third party funding grant to commercialize any Product. (d) Except as provided by Section 2.3 hereof, CSMC shall not, under any circumstances, grant and/or transfer any rights retained by CSMC under Section 2.1(c) to any third party (other than to Licensee or, where required by applicable law, rule, regulation, governmental policy or contract, to any Funding Agency or the United States Government) to commercialize Inventions or information related thereto derived directly from the Patent Rights or Know-How in the Field of Use as a result of CSMC’s teaching and internal research and clinical activities with respect to the Patent Rights and Know-How otherwise permitted by Sections 2.1(c)(ii) and (iii) above. (e) Notwithstanding any other provision hereof to the contrary, all rights to the Patent Rights, Future Patent Rights and Know-How outside of the Field of Use are retained by CSMC.

Appears in 1 contract

Samples: Exclusive License Agreement (Capricor Therapeutics, Inc.)

Grant of Exclusive Rights. Subject to the terms following provisions of this AgreementSection 2, each of CSMC and UCLA, as their respective interests may appear, hereby grants to LicenseePrometheus, and Licensee Prometheus hereby accepts from CSMCCSMC and UCLA, as their respective interests may appear, the exclusive licenseexclusive, with the right to grant sublicenses (subject to the terms of Section 2.2 hereof), under the Patent Rights, worldwide license during the term of this Agreement Term (as provided in Section 6 hereof) to conduct research and development in the Field of Use using the Patent Rights and to make, have madedevelop, use, make, practice, import, offer for salecarry out, manufacture, have offered manufactured, offer for sale, sell and/or have sold Products in the Field of Use in the TerritoryTerritory using the Patent Rights. The foregoing grant of exclusivity is made expressly subject to the following: (a) All all applicable laws and regulations, including, without limitation, the requirements of federal law as pertains to the manufacture of products within the United States; (b) All all applicable rules of the Funding Agencies;Agencies which have provided funding to CSMC or UCLA or to any of their respective investigators for the development of the Patent Rights; and (c) The rights of any co-owners of any Patent Rights, if any; (d) The the following non-exclusive rights to the Patent Rights, which are retained by CSMC and UCLA within the Field of Use: (i) Subject to Licensee’s Prometheus' right to prior review to determine the patentability of any information contained therein (which shall expire after within [***] days after Licensee’s following receipt thereof)by Prometheus, the right to submit for publication the scientific findings from research conducted by or through CSMC CSMC, UCLA or its their respective investigators (including the Inventors) related to the Patent Rights, provided such publications do not contain any Confidential Information of Licensee, in which case Licensee may require such Confidential Information to be removed prior to publication; and; (ii) Except as provided in subparagraph (iv) hereof, the right (Ax) to exploit the Patent Rights and use any tangible or intangible information contained therein in the Patent Rights (so long as CSMC or UCLA, as applicable, shall treat such information as Confidential Information and maintain its confidentiality in accordance with Section 10 hereof), for CSMC’s research, 's and UCLA's internal teaching and other educationally-related, clinical related and non-commercial (except for charges to their own patients) clinical study purposes, where clinical use does not involve a third party funding grant to commercialize such information, and (By) to obtain research funding for further study and development thereof from governmental and other nonprofit non-profit organizations (including grant applications); and (iii) Except as provided in subparagraph (iv) hereof, the right to conduct research using the Patent Rights, Future Patent Rights and Future Technical Information, and to develop, use, make, practice, carry-out, and otherwise exploit the Patent Rights, Future Patent Rights and Future Technical Information for CSMC's and UCLA's internal research and non-commercial (except for charges to their own patients) clinical purposes, where clinical use does not involve a third party funding grant to commercialize any Product. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (eiv) Except as provided by Sections 2.3 and 2.6 hereof, neither CSMC nor UCLA shall, under any circumstances, grant and/or transfer any rights retained by CSMC and UCLA under this Section 2.1(c) to any third party (other than to Prometheus or, where required by applicable law, rule, regulation, governmental policy or contract, to any Funding Agency or the United States Government) to commercialize Inventions or information related thereto derived directly from the Patent Rights in the Field of Use as a result of CSMC's or UCLA's teaching and internal research and clinical activities with respect to the Patent Rights otherwise permitted by subparagraphs (ii) and (iii) above. (d) Notwithstanding any other provision hereof to the contrary, all rights to the Patent Rights outside of the Field of Use are retained by CSMCCSMC and UCLA.

Appears in 1 contract

Samples: Exclusive License Agreement (Prometheus Laboratories Inc)

Grant of Exclusive Rights. Subject to the terms following provisions of this AgreementSection 2, each of CSMC and UCLA, as their respective interests may appear, hereby grants to LicenseePrometheus, and Licensee Prometheus hereby accepts from CSMCCSMC and UCLA, as their respective interests may appear, the exclusive licenseexclusive, with the right to grant sublicenses (subject to the terms of Section 2.2 hereof), under the Patent Rights, worldwide license during the term of this Agreement Term (as provided in Section 6 hereof) to conduct research and development in the Field of Use using the Patent Rights and to make, have madedevelop, use, make, practice, import, offer for salecarry out, manufacture, have offered manufactured, offer for sale, sell and/or have sold Products in the Field of Use in the TerritoryTerritory using the Patent Rights. The foregoing grant of exclusivity is made expressly subject to the following: (a) All all applicable laws and regulations, including, without limitation, the requirements of federal law as pertains to the manufacture of products within the United States; (b) All all applicable rules of the Funding Agencies;Agencies which have provided funding to CSMC or UCLA or to any of their respective investigators for the development of the Patent Rights; and (c) The rights of any co-owners of any Patent Rights, if any; (d) The the following non-exclusive rights to the Patent Rights, which are retained by CSMC and UCLA within the Field of Use: (i) Subject to Licensee’s Prometheus' right to prior review to determine the patentability of any information contained therein (which shall expire after within [***] days after Licensee’s following receipt thereof)by Prometheus, the right to submit for publication the scientific findings from research conducted by or through CSMC CSMC, UCLA or its their respective investigators (including the Inventors) related to the Patent Rights, provided such publications do not contain any Confidential Information of Licensee, in which case Licensee may require such Confidential Information to be removed prior to publication; and; (ii) Except as provided in subparagraph (iv) hereof, the right (Ax) to exploit the Patent Rights and use any tangible or intangible information contained therein in the Patent Rights (so long as CSMC or UCLA, as applicable, shall treat such information as Confidential Information and maintain its confidentiality in accordance with Section 10 hereof), for CSMC’s research, 's and UCLA's internal teaching and other educationally-related, clinical related and non-commercial (except for charges to their own patients) clinical study purposes, where clinical use does not involve a third party funding grant to commercialize such information, and (By) to obtain research funding for further *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. study and development thereof from governmental and other nonprofit non-profit organizations (including grant applications); and (iii) Except as provided in subparagraph (iv) hereof, the right to conduct research using the Patent Rights, Future Patent Rights and Future Technical Information, and to develop, use, make, practice, carry-out, and otherwise exploit the Patent Rights, Future Patent Rights and Future Technical Information for CSMC's and UCLA's internal research and non-commercial (except for charges to their own patients) clinical purposes, where clinical use does not involve a third party funding grant to commercialize any Product. (eiv) Except as provided by Sections 2.3 and 2.6 hereof, neither CSMC nor UCLA shall, under any circumstances, grant and/or transfer any rights retained by CSMC and UCLA under this Section 2.1(c) to any third party (other than to Prometheus or, where required by applicable law, rule, regulation, governmental policy or contract, to any Funding Agency or the United States Government) to commercialize Inventions or information related thereto derived directly from the Patent Rights in the Field of Use as a result of CSMC's or UCLA's teaching and internal research and clinical activities with respect to the Patent Rights otherwise permitted by subparagraphs (ii) and (iii) above. (d) Notwithstanding any other provision hereof to the contrary, all rights to the Patent Rights outside of the Field of Use are retained by CSMCCSMC and UCLA.

Appears in 1 contract

Samples: Exclusive License Agreement (Prometheus Laboratories Inc)

Grant of Exclusive Rights. Subject to the terms of this Agreement, CSMC hereby grants to Licensee, and Licensee hereby accepts from CSMC, the exclusive exclusive, worldwide license, with the right to grant sublicenses (subject to the terms of Section 2.2 hereof), under the Patent Rights, during the term of this Agreement Term (as provided in Section 6 hereof) to conduct research and development in the Field of Use using the Patent Rights and the Technical Information and to develop, use, make, have made, usepractice, import, offer for salecarry out, manufacture, have offered manufactured, offer for sale, sell and/or have sold Products in the Field of Use in the TerritoryTerritory using the Patent Rights and the Technical Information. The foregoing grant of exclusivity is made expressly subject to the following: (a) All applicable laws and regulations, including, without limitation, the requirements of federal law as pertains to the manufacture of products within the United States; (b) All applicable rules of the Funding Agencies;Agencies which have provided funding to CSMC or to any of its employees (including any of the inventors named on the Patent Rights) for the development of the Patent Rights and Technical Information; and (c) The rights of any co-owners of any Patent Rights, if any; (d) The following non-exclusive rights to the Patent RightsRights and Technical Information, which are retained by CSMC within the Field of Use: (i) Subject to Licensee’s right to prior review to determine the patentability of any information contained therein thereof (which shall expire after [***] forty-five (45) days after Licensee’s receipt thereof), the right to submit for publication the scientific findings from research conducted by or through CSMC or its investigators (including the InventorsInventor) related to the Patent RightsRights and the Technical Information; and provided further that if Licensee determines to file a patent application, provided such publications Licensee shall have a further thirty (30) day period thereafter to do not contain so, and CSMC shall delay any Confidential Information of Licensee, in which case Licensee may require such Confidential Information to be removed prior to publication; andpublication with respect thereto for that period. (ii) the right (A) to exploit the Patent Rights and use any tangible or intangible information contained therein in the Patent Rights, the Technical Information or any CSMC Improvements (so long as CSMC shall treat such information as Confidential Information and maintain its confidentiality in accordance with Section 10 hereof), for CSMC’s research, internal teaching and other educationally-related, clinical related and non-commercial (except for charges to its own patients) clinical study purposes, where clinical use does not involve a third party funding grant to commercialize such information, and (B) to obtain research funding for further study and development thereof from governmental and other nonprofit organizations (including grant applications). (d) Except as provided by Section 2.3 hereof, CSMC shall not, under any circumstances, grant and/or transfer any rights retained by CSMC under Section 2.1(c) to any third party (other than to Licensee or, where required by applicable law, rule, regulation, governmental policy or contract, to any Funding Agency or the United States Government) to commercialize Inventions or information related thereto derived directly from the Patent Rights or the Technical Information in the Field of Use as a result of CSMC’s teaching and internal [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (e) Notwithstanding any other provision hereof to the contrary, all rights to the Patent Rights Rights, Technical Information and CSMC Improvements outside of the Field of Use are retained by CSMC. Furthermore, this Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of CSMC other than Patent Rights regardless of whether such patents are dominant or subordinate to Patent Rights. (f) The grant of exclusive rights hereunder is made expressly subject to any non-exclusive license and any option granted by CSMC to the Xxxxxx Xxxxx Institute of Molecular Studies (“TPIMS”) per the specific contractual requirements of the April 4, 2006 Material Transfer Agreement (“TPIMS MTA”) between CSMC and TPIMS. CSMC has been informed by the Inventor that the individual peptides included in the Materials (as defined in the TPIMS MTA) consist solely of superagonist peptides that are epitopes of gp100 and HER-2 whose sequences are defined in Schedule C. CSMC and Licensee acknowledge that (a) to date, they have not been able to reacquire the rights of CSMC licensed to TPIMS and any option granted to TPIMS pursuant to the specific contractual requirements of the TPIMS MTA, and (ii) CSMC has re-initiated its efforts to find a reasonable resolution of the issue with TPIMS.

Appears in 1 contract

Samples: Exclusive License Agreement (ImmunoCellular Therapeutics, Ltd.)

Grant of Exclusive Rights. Subject to the terms of this Agreement, CSMC hereby grants to Licensee, and Licensee hereby accepts from CSMC, the exclusive license, with the right to grant sublicenses (subject to the terms of Section 2.2 hereof), under and to the Patent Rights, Rights during the term of this Agreement Term (as provided in Section 6 hereof) to conduct research and development in the Field of Use and to make, have made, use, importimport , offer for sale, have offered for sale, sell and/or have sold Products in the Field of Use in the Territory. The foregoing grant of exclusivity is made expressly subject to the following: (a) All applicable laws and regulations, including, without limitation, the requirements of federal law as pertains to the manufacture of products within the United States; (b) All applicable rules of the Funding Agencies;Agencies which have provided funding to CSMC or to any of its employees (including any of the Inventors) for the development of the Patent Rights; and (c) The rights of any co-owners of any Patent Rights, if any; (d) The following non-exclusive rights to the Patent Rights, which are retained by CSMC within the Field of Use: (i) Subject to Licensee’s right to prior review to determine the patentability of any information contained therein (which shall expire after [***] days after Licensee’s receipt thereof), the right to submit for publication the scientific findings from research conducted by or through CSMC or its investigators (including the Inventors) related to the Patent Rights, provided such publications do not contain any Confidential Information of Licensee, in which case Licensee may require such Confidential Information to be removed prior to publication; and (ii) the right (A) to exploit the Patent Rights and use any tangible or intangible information contained therein m the Patent Rights or any Improvements (so long as CSMC shall treat such information as Confidential Inf01mation and maintain its confidentiality in accordance with Sect ion 10 hereof), for CSMC’s 's non-commercial research, internal teaching and other educationally-related, clinical related and non-commercial (except for charges to its own patients) clinical study purposes, where clinical use does not involve a third party funding grant to commercialize such information, and (B) to obtain research funding for further study and development thereof from governmental and other nonprofit organizations (including grant applications). (ed) Notwithstanding any other provision hereof to the contrary, all rights to the Patent Rights and Improvements outside of the Field of Use are retained by CSMC. Furthermore, this Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of CSMC other than Patent Rights regardless of whether such patents are dominant or subordinate to Patent Rights.

Appears in 1 contract

Samples: Exclusive License Agreement (Innovest Global, Inc.)

Grant of Exclusive Rights. Subject to the terms of this Agreement, CSMC hereby grants to Licensee, and Licensee hereby accepts from CSMC, the exclusive license, with the right to grant sublicenses (subject to the terms of Section 2.2 hereof), under and to the Patent Rights, Rights during the term of this Agreement Term (as provided in Section 6 hereof) to conduct research and development in the Field of Use and to make, have made, use, import, offer for sale, have offered for sale, sell and/or have sold Products in the Field of Use in the Territory. The foregoing grant of exclusivity is made expressly subject to the following: (a) All applicable laws and regulations, including, without limitation, the requirements of federal law as pertains to the manufacture of products within the United States; (b) All applicable rules of the Funding Agencies; (c) The rights of any co-owners of any Patent Rights, if any; (d) The following non-exclusive rights to the Patent Rights, which are retained by CSMC within the Field of Use: (i) Subject subject to Licensee’s right to prior review to determine the patentability of any information contained therein (which shall expire after [***] days after Licensee’s receipt thereof)review, the right to submit for publication the scientific findings from research conducted by or through CSMC or its investigators (including the Inventors) related to the Patent Rights; provided, provided such publications do not contain any that Licensee retains the rights to (a) delete Licensee’s Confidential Information from any proposed publication and CSMC shall delay such publication for a reasonable period of Licenseetime, but no longer than fifteen (15) days, to facilitate such deletion; and (b) request, within fifteen (15) days of receiving the publication, a reasonable delay of no more than forty-five (45) days from the date of such request to allow the appropriate party to protect any know-how and/or patentable subject matter contained in which case Licensee may require such Confidential Information to be removed prior to publication; and (ii) the right (A) to exploit the Patent Rights and use any tangible or intangible information contained therein in the Patent Rights (so long as CSMC shall treat such information as Confidential Information and maintain its confidentiality in accordance with Section 10 hereof), for CSMC’s research, internal teaching and other educationally-related, clinical related and non-commercial clinical study purposes, where clinical use does not involve a third party funding grant to commercialize such information, and (B) to obtain research funding for further study and development thereof from governmental and other nonprofit organizations (including grant giant applications). (ec) Notwithstanding any other provision hereof to the contrary, all rights to the Patent Rights and Future Patent Rights outside of the Field of Use are retained by CSMC. Furthermore, this Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of CSMC other than Patent Rights regardless of whether such patents are dominant or subordinate to Patent Rights.

Appears in 1 contract

Samples: Exclusive License Agreement (Kairos Pharma, LTD.)

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Grant of Exclusive Rights. Subject to the terms of this Agreement, CSMC hereby grants to Licensee, and Licensee hereby accepts from CSMC, the exclusive exclusive, worldwide license, with the right to grant sublicenses (subject to the terms of Section 2.2 hereof), under the Patent Rights, during the term of this Agreement Term (as provided in Section 6 hereof) to conduct research and development in the Field of Use using the Patent Rights and Know-How and to develop, use, make, have made, usepractice, import, offer for salecarry out, manufacture, have offered manufactured, offer for sale, sell and/or have sold Products in the Field of Use in the TerritoryTerritory using the Patent Rights and Know-How. The foregoing grant of exclusivity is made expressly subject to the following: (a) All applicable laws and regulations, including, without limitation, the requirements of federal law as pertains pertaining to the manufacture of products within the United States; (b) All applicable rules of the Funding Agencies;Agencies which have provided funding to CSMC or to any of its employees (including Mxxxxx) for the development of the Patent Rights and Know-How; and (c) The rights of any co-owners of any Patent Rights, if any; (d) The following non-exclusive rights to the Patent RightsRights and Know-How, which are retained by CSMC within the Field of Use: (i) Subject to Licensee’s right to prior review to determine the patentability of any information contained therein thereof (which shall expire after [***] forty-five (45) days after Licensee’s receipt thereof), the right to submit for publication the scientific findings from research conducted by or through CSMC or its investigators (including the InventorsMxxxxx) related to the Patent RightsRights and Know-How, provided and in the event Licensee determines that a patent shall be applied for, then CSMC shall refrain from submitting any such publications do not contain any Confidential Information of Licensee, in which case Licensee may require such Confidential Information to be removed prior to publication; andscientific findings for publication for an additional thirty (30) days; (ii) Except as provided in subparagraph (d) of this Section 2.1, the right (A) to exploit the Patent Rights and use any tangible or intangible information contained therein in the Patent Rights or Know-How (so long as CSMC shall treat such information as Confidential Information and maintain its confidentiality in accordance with Section 10 hereof), for CSMC’s research, internal teaching and other internal educationally-related, clinical related and non-commercial (except for charges to its own patients) clinical study purposes, where clinical use does not involve a third party funding grant to commercialize such information, and (B) to obtain research funding for further study and development thereof from governmental and other nonprofit organizations (including grant applications), and (C) to pursue a regulatory approval through the FDA, provided that that a copy of any grant application or FDA submission is provided to Licensee, in confidence and for informational purposes only, prior to submission; and (iii) Except as provided in subparagraph (d) of this Section 2.1, the right to conduct research using the Patent Rights, Future Patent Rights and Know-How, and to develop, use, make, practice, carry-out, and otherwise exploit the Patent Rights, Future Patent Rights and Know-How (so long as CSMC shall treat such information as Confidential Information and maintain its confidentiality in accordance with Section 10 hereof) for CSMC’s internal research and non-commercial (except for charges to its own patients) clinical purposes, where clinical use does not involve a third party funding grant to commercialize any Product. (d) Except as provided by Section 2.3 hereof, CSMC shall not, under any circumstances, grant and/or transfer any rights retained by CSMC under Section 2.1(c) to any third party (other than to Licensee or, where required by applicable law, rule, regulation, governmental policy or contract, to any Funding Agency or the United States Government) to commercialize Inventions or information related thereto derived directly from the Patent Rights or Know-How in the Field of Use as a result of CSMC’s teaching and internal research and clinical activities with respect to the Patent Rights and Know-How otherwise permitted by Sections 2.1(c)(ii) and (iii) above. (e) Notwithstanding any other provision hereof to the contrary, all rights to the Patent Rights, Future Patent Rights and Know-How outside of the Field of Use are retained by CSMC.

Appears in 1 contract

Samples: Exclusive License Agreement (Capricor Therapeutics, Inc.)

Grant of Exclusive Rights. Subject to the terms of this Agreement, CSMC hereby grants to Licensee, and Licensee hereby accepts from CSMC, the exclusive license, with the right to grant sublicenses (through multiple tiers of sublicensees, and subject to the terms of Section 2.2 5 hereof), under and to the Patent Rights, Rights and Technical Information during the term of this Agreement Term (as provided in Section 6 hereof) to conduct research and development in the Field of Use and to make, have made, use, importhave used, offer for sale, have offered for salesell, sell and/or have sold and/or import Products in the Field of Use in the Territory. The foregoing grant of exclusivity is made expressly subject to the following: (a) All applicable laws and regulations, including, without limitation, the requirements of federal law as pertains to the manufacture of products within the United States; (b) All applicable rules of the Funding Agencies; (c) The rights of any co-owners of any Patent Rights, if any; (d) The following non-exclusive rights to the Patent RightsRights and Technical Information, which are retained by CSMC within the Field of Use: (i) Subject to Licensee’s right to prior review to determine the patentability of any information contained therein (which shall expire after [***] days after Licensee’s receipt thereof), the right to submit for publication the scientific findings from research conducted by or through CSMC or its investigators (including the Inventors) related to the Patent RightsRights and the Technical Information; provided, provided such publications do not contain any Confidential Information however, that prior to submission for publication, CSMC shall deliver a copy of the proposed publication to Licensee, and Licensee shall have the right to review the submission to determine whether a patent application should be filed and shall have the right to request that CSMC delay submission for up to sixty (60) days to allow the appropriate party to prepare and file a patent application to protect any patentable inventions disclosed in which case Licensee may require such Confidential Information to be removed prior to publicationsubmission; and (ii) the right (A) to exploit the Patent Rights and use any tangible or intangible information contained therein in the Patent Rights or the Technical Information or any Improvements (so long as CSMC shall treat such information as Confidential Information and maintain its confidentiality in accordance with Section 10 hereof), for CSMC’s research, internal teaching and other educationally-related, clinical related and non-commercial (except for charges to its own patients) clinical study purposes, where clinical use does not involve a third party funding grant to commercialize such information, and (B) to obtain research funding for further study and development thereof from governmental and other nonprofit organizations (including grant applications). (ec) Notwithstanding any other provision hereof to the contrary, all rights to the Patent Rights Rights, Technical Information and Improvements outside of the Field of Use are retained by CSMC. Furthermore, this Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of CSMC other than Patent Rights regardless of whether such patents are dominant or subordinate to Patent Rights.

Appears in 1 contract

Samples: Exclusive License Agreement (9 Meters Biopharma, Inc.)

Grant of Exclusive Rights. Subject to the terms of this Agreement, CSMC hereby grants to Licensee, and Licensee hereby accepts from CSMC, the exclusive license, with the right to grant sublicenses (subject to the terms of Section 2.2 hereof), under and to the Patent Rights, Rights during the term of this Agreement Term (as provided in Section 6 hereof) to conduct research and development in the Field of Use and to make, have made, use, importimport , offer for sale, have offered for sale, sell and/or have sold Products in the Field of Use in the Territory. The foregoing grant of exclusivity is made expressly subject to the following: (a) All applicable laws and regulations, including, without limitation, the requirements of federal law as pertains to the manufacture of products within the United States; (b) All applicable rules of the Funding Agencies;Agencies which have provided funding to CSMC or to any of its employees (including any of the Inventors) for the development of the Patent Rights; and (c) The rights of any co-owners of any Patent Rights, if any; (d) The following non-exclusive rights to the Patent Rights, which are retained by CSMC within the Field of Use: (i) Subject to Licensee’s right to prior review to determine the patentability of any information contained therein (which shall expire after [***] days after Licensee’s receipt thereof), the right to submit for publication the scientific findings from research conducted by or through CSMC or its investigators (including the Inventors) related to the Patent Rights, provided such publications do not contain any Confidential Information of Licensee, in which case Licensee may require such Confidential Information to be removed prior to publicationRights ; and (ii) the right (A) to exploit the Patent Rights and use any tangible or intangible information contained therein m the Patent Rights or any Improvements (so long as CSMC shall treat such information as Confidential Information and maintain its confidentiality in accordance with Sect ion 10 hereof), for CSMC’s 's non-commercial research, internal teaching and other educationally-related, clinical related and non-commercial (except for charges to its own patients) clinical study purposes, where clinical use does not involve a third party funding grant to commercialize such information, and (B) to obtain research funding for further study and development thereof from governmental and other nonprofit organizations (including grant applications). (ed) Notwithstanding any other provision hereof to the contrary, all rights to the Patent Rights and Improvements outside of the Field of Use are retained by CSMC. Furthermore, this Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of CSMC other than Patent Rights regardless of whether such patents are dominant or subordinate to Patent Rights.

Appears in 1 contract

Samples: Exclusive License Agreement (Innovest Global, Inc.)

Grant of Exclusive Rights. Subject to the terms of this Agreement, CSMC hereby grants to Licensee, and Licensee hereby accepts from CSMC, the exclusive exclusive, worldwide license, with the right to grant sublicenses (subject to the terms of Section 2.2 hereof), under the Patent Rights, during the term of this Agreement Term (as provided in Section 6 hereof) to conduct research research, develop Products, modify existing and/or future Products, and development market such Products in the Field of Use using the Patent Rights and/or the Technical Information and to develop, use, make, have made, usepractice, import, offer for salecarry out, manufacture, have offered manufactured, offer for sale, sell and/or have sold Products in the Field of Use in the TerritoryTerritory using the Patent Rights and/or the Technical Information. The foregoing grant of exclusivity is made expressly subject to the following: (a) All applicable laws and regulations, including, without limitation, the requirements of federal law as pertains to the manufacture of products within the United States;the (b) All applicable rules of the Funding Agencies;Agencies which have provided funding (c) The rights of any co-owners of any Patent Rights, if any; (d) The following non-exclusive rights to the Patent Rights, which are retained by CSMC within the Field of Use:Rights and Technical (i) Subject to Licensee’s right to prior review to determine the patentability of any information contained therein thereof (which shall expire after [***] within forty-five (45) days after Licensee’s receipt of written notice thereof), the right to submit for publication the scientific findings from research conducted by or through CSMC or its investigators (including the Inventors) related to the Patent Rights, provided such publications do not contain any Confidential Information of Licensee, in which case Licensee may require such Confidential Information to be removed prior to publication; andRights and the Technical Information; (ii) Except as provided in subparagraph (d) of this Section 2.1, the right (A) to exploit the Patent Rights and use any tangible or intangible information contained therein in the Patent Rights or the Technical Information (so long as CSMC shall treat such information as Confidential Information and maintain its confidentiality in accordance with Section 10 hereof), for CSMC’s research, internal teaching and other educationally-related, clinical related and non-commercial use (except for charges to its own patients) for clinical study purposes, where clinical use does not involve a third party funding grant to commercialize such information, and (B) to obtain research funding for further study and development thereof from governmental and other nonprofit organizations (including grant applications).; and (eiii) Notwithstanding Except as provided in subparagraph (d) of this Section 2.1, the right to conduct research using the Patent Rights, Technical Information, Future Patent Rights and Future Technical Information, and to develop, use, make, practice, carry-out, and otherwise exploit the Patent Rights, Technical Information, Future Patent Rights and Future Technical Information for CSMC’s internal research and non-commercial use (except for charges to its own patients) for clinical purposes, where clinical use does not involve a third party funding grant to commercialize any Product. any circumstances, grant and/or transfer any rights retained by CSMC under Section 2.1(c) to any third party (other provision hereof than to Licensee or, where required by applicable law, rule, regulation, governmental policy or contract, to any Funding Agency or the contrary, all rights United States Government) to commercialize Inventions or information related thereto derived directly from the Patent Rights or the Technical Information in the Field of Use as a result of CSMC’s teaching and internal research and clinical activities with respect to the Patent Rights outside of the Field of Use are retained and Technical Information otherwise permitted by CSMCSections 2.1(c)(ii) and (iii) above.

Appears in 1 contract

Samples: Exclusive License Agreement (SRKP 16 Inc)

Grant of Exclusive Rights. Subject to the terms of this Agreement, CSMC hereby grants to Licensee, and Licensee hereby accepts from CSMC, the exclusive license, with the right to grant sublicenses (subject to the terms of Section 2.2 hereof), under the Patent RightsRights and to the Technology, during the Agreement Term (as provided in Section 6 hereof) to conduct research and development in the Field of Use and to make, have made, use, import, offer for sale, have offered for sale, sell and/or have sold Products in the Field of Use in the Territory. The foregoing grant of exclusivity is made expressly subject to the following: (a) All applicable laws and regulations, including, without limitation, the requirements of federal law as pertains to the manufacture of products within the United States; (b) All applicable rules of the Funding Agencies; (c) The rights of any co-owners of any Patent RightsRights and/or Technology, if any, which rights are set forth on Schedule A of this Agreement, as applicable; (d) The following non-exclusive rights to the Patent RightsRights and Technology, which are retained by CSMC within the Field of Use: (i) Subject to Licensee’s right to prior review to determine the patentability of any information contained therein (which shall expire after [***] days after Licensee’s receipt thereof), the right to submit for publication the scientific findings from research conducted by or through CSMC or its investigators (including the Inventors) related to the Patent Rights, provided such publications do not contain any Confidential Information of Licensee, in which case Licensee may require such Confidential Information to be removed prior to publication; and (ii) the right (A) to exploit the Patent Rights Rights, the Technology and any tangible or intangible information contained therein for CSMC’s research, internal teaching and other educationally-related, clinical and non-commercial clinical study purposes, where clinical use does not involve a third party funding grant to commercialize such information, and (B) to obtain research funding for further study and development thereof from governmental and other nonprofit organizations (including grant applications). (e) Notwithstanding any other provision hereof to the contrary, all rights to the Patent Rights and Technology outside of the Field of Use are retained by CSMC.

Appears in 1 contract

Samples: Exclusive License Agreement (Prometheus Biosciences, Inc.)

Grant of Exclusive Rights. Subject to the terms of this Agreement, CSMC hereby grants to Licensee, and Licensee hereby accepts from CSMC, the exclusive license, with the right to grant sublicenses (subject to the terms of Section 2.2 hereof), under CSMC’s right, title and interest in and to the Patent RightsRights and to the Technology, during the Agreement Term (as provided in Section 6 hereof) to conduct research and development in the Field of Use and and/or to make, have made, use, import, offer for sale, have offered for sale, sell and/or have sold Products in the Field of Use in the Territory. The foregoing grant of exclusivity is made expressly subject to the following:Field (a) All applicable laws and regulations, including, without limitation, the requirements of federal law as pertains to the manufacture of products within the United States; (b) All applicable rules of the Funding Agencies; (c) The rights of any co-owners of any Patent RightsRights and/or Technology, if any, which rights are set forth on Schedule A of this Agreement, as applicable; (d) The following non-exclusive rights to the Patent RightsRights and Technology, which are retained by CSMC within the Field of Use: (i) Subject subject to Licensee’s right to prior review to determine the patentability of any information contained therein (which shall expire after [***] days after Licensee’s receipt thereof)as set forth herein, the right to submit for publication the scientific findings from research conducted by or through CSMC or its investigators (including the Inventors) related to the Patent RightsRights and Technology; provided, provided that no such publications do not contain shall include any Confidential Information of Licensee, . Licensee shall have the right to review any proposed publication of (A) the scientific findings from research conducted by CSMC related to the Patent Rights on which an Inventor is named as a lead author; and/or (B) jointly-owned Study Data (as such term is defined in which case the Master Collaborative Research Agreement and the Master Research Services Agreement) (“Covered Publication”). CSMC shall deliver to Licensee a copy of the Covered Publication at least [***] days prior to submission for publication. Licensee may then, within [***] days of the delivery of such Covered Publication to Licensee: (a) require such the deletion of any Confidential Information of Licensee which is included in the Covered Publication; or (b) request in writing from CSMC an reasonable extension of Licensee’s review period for a mutually agreed upon additional time period (of no more than [***] days from the date of such request unless otherwise agreed to be removed prior by CSMC), provided that such delay is requested by Licensee to publicationprotect patentable subject matter; and (ii) the right (A) to exploit the Patent Rights Rights, the Technology and any tangible or intangible information contained therein for CSMC’s research, internal teaching and other educationally-related, clinical and non-commercial clinical study purposes, where clinical use does not involve a third party funding grant to commercialize such information, and (B) to obtain research funding for further study and development thereof from governmental and other nonprofit organizations (including grant applications). (e) Notwithstanding any other provision hereof to the contrary, all rights to the Patent Rights and Technology outside of the Field of Use are retained by CSMC.

Appears in 1 contract

Samples: Exclusive License Agreement (Prometheus Biosciences, Inc.)

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