Grant to Licensee. Amgen hereby grants Licensee [*] (except as otherwise expressly set forth herein (such exception to include Amgen’s co-promotion rights pursuant to Section 5.2 (Amgen Co-Promotion Right) and the transition period described in Section 14.5 (Transition Period))) right and license during the Term, subject to the terms and conditions hereof, solely to develop, commercialize, use and sell a Licensed Product in the Territory in the Licensee Indications under the same Licensed Amgen Trademarks as used by Amgen for such Licensed Product in the corresponding indications outside the Territory. Such license shall include the right to sublicense only as set forth in Section 3.5 (Licensee Sublicensing). The Parties acknowledge that the use of the Licensed Amgen Trademarks in the Territory may have commercial value to Licensee, and that Licensee shall have the right to commercialize a Licensed Product in the Licensee Indications in the Territory under the same Licensed Amgen Trademarks as utilized for such Licensed Product in such indications by Amgen outside the Territory. Should the Parties desire that a different trademark be used for Licensee Indications in the Territory, or if additional trademarks to those used outside the Territory are otherwise required, the Parties shall consult and agree upon an additional or replacement trademark (or trademarks). In addition, if the manufacture of Licensed Product for Licensee for use in the Territory materially varies from the manufacture of Licensed Product for Amgen or its Affiliates for use outside the Territory, then upon request of Amgen the Parties shall consult and agree upon a replacement trademark (or trademarks). Upon Amgen’s request, Licensee shall include an Amgen trademark designated by Amgen to Licensee in writing (e.g., “Amgen”) on all packaging, labeling, promotional and marketing materials for the applicable Licensed Product in equal prominence to those of Licensee. Amgen hereby grants Licensee a non-exclusive right and license, with the right to sublicense only as set forth in Section 3.5 (Licensee Sublicensing), during the Term, subject to the terms and conditions hereof, to use such marks solely for such purpose.
Appears in 1 contract
Samples: License Agreement (Amgen Inc)
Grant to Licensee. Amgen hereby grants Licensee [*] (except as otherwise expressly set forth herein (such exception to include Amgen’s co-promotion rights pursuant to Section 5.2 (Amgen Co-Promotion Right) and the transition period described in Section 14.5 (Transition Period))) right and license during the Term, subject 4.1 Subject to the terms and conditions hereofof this AGREEMENT, solely GTG hereby grants to developLICENSEE, commercializeduring the TERM of this AGREEMENT:
(i) A non-exclusive, use and sell a Licensed Product in the Territory in the Licensee Indications non-assignable, annual fee-bearing license under the same Licensed Amgen Trademarks as used by Amgen for such Licensed Product in the corresponding indications outside the Territory. Such license shall include LICENSED PATENTS (without the right to sublicense only except to LICENSEE's SUBSIDIARIES) to perform, use, sell, and offer to sell DIAGNOSTIC TESTING LICENSED SERVICES in the FIELD OF USE solely within the TERRITORY for the DIAGNOSTIC TESTING PURPOSE; and
(ii) A non-exclusive, non-assignable, annual fee-bearing license under the LICENSED PATENTS (without right to sublicense except to LICENSEE's SUBSIDIARIES) to perform, use, sell, and offer to sell CLINICAL TRIALS LICENSED SERVICES in the FIELD OF USE in the United States, its territories, and Europe (regardless of where the samples originate or where the sponsor may be located) for the CLINICAL TRIALS PURPOSE.
4.2 All rights not explicitly granted to LICENSEE are reserved by GTG. Not limiting the foregoing, LICENSEE acknowledges that it is not granted any rights to any other patents or other intellectual property rights of GTG or any third party.
4.3 The rights and licenses granted by GTG in this AGREEMENT are personal to LICENSEE. Except as set forth in Section 3.5 4.4 and Section 11.6, LICENSEE shall not assign or otherwise transfer (Licensee Sublicensingby operation of law or otherwise) any license or right granted hereunder or any interest therein, without the prior written consent of GTG (which may be withheld in GTG's sole and absolute discretion). The Parties acknowledge Any attempted assignment or transfer without such prior written consent shall be void and shall upon written notice by GTG terminate all rights of LICENSEE under this AGREEMENT.
4.4 LICENSEE may extend the license granted under this AGREEMENT to SUBSIDIARIES of LICENSEE provided that the use of the Licensed Amgen Trademarks in the Territory may have commercial value LICENSEE ensures that such SUBSIDIARIES are bound to Licensee, and that Licensee shall have the right to commercialize a Licensed Product in the Licensee Indications in the Territory under the same Licensed Amgen Trademarks as utilized for such Licensed Product in such indications by Amgen outside the Territory. Should the Parties desire that a different trademark be used for Licensee Indications in the Territory, or if additional trademarks to those used outside the Territory are otherwise required, the Parties shall consult and agree upon an additional or replacement trademark (or trademarks). In addition, if the manufacture of Licensed Product for Licensee for use in the Territory materially varies from the manufacture of Licensed Product for Amgen or its Affiliates for use outside the Territory, then upon request of Amgen the Parties shall consult and agree upon a replacement trademark (or trademarks). Upon Amgen’s request, Licensee shall include an Amgen trademark designated by Amgen to Licensee in writing (e.g., “Amgen”) on all packaging, labeling, promotional and marketing materials for the applicable Licensed Product in equal prominence to those of Licensee. Amgen hereby grants Licensee a non-exclusive right and license, with the right to sublicense only as set forth in Section 3.5 (Licensee Sublicensing), during the Term, subject to the terms and conditions hereofof this AGREEMENT as is LICENSEE (except that such SUBSIDIARIES shall not be obligated ***, to use such marks solely it being understood that payments by LICENSEE of the amounts under *** constitutes *** for such purposeLICENSEE and all SUBSIDIARIES of LICENSEE).
Appears in 1 contract
Grant to Licensee. Amgen hereby grants Licensee [*] (except as otherwise expressly set forth herein (such exception to include Amgen’s co-promotion rights pursuant to Section 5.2 (Amgen Co-Promotion Right) and the transition period described in Section 14.5 (Transition Period))) right and license during the Term, subject 4.1 Subject to the terms and conditions hereofof this AGREEMENT, solely to developGTG hereby grants LICENSEE and SUBSIDIARIES of LICENSEE, commercializeduring the TERM of this AGREEMENT, use and sell a Licensed Product nonexclusive, non-assignable (except as provided in the Territory in the Licensee Indications Section 4.2), non-transferable, annual feebearing, license under the same Licensed Amgen Trademarks as used by Amgen for such Licensed Product in the corresponding indications outside the Territory. Such license shall include LICENSED PATENTS (without the right to sublicense only as set forth sublicense) to make, use, sell, offer for sale, and import LICENSED PRODUCTS in Section 3.5 the FIELD OF USE throughout the TERRITORY solely for the PURPOSE.
4.2 The rights and licenses granted by GTG in this AGREEMENT are personal to LICENSEE and LICENSEE shall not assign or otherwise transfer any license or right granted hereunder or any interest therein without the prior written consent of GTG (Licensee Sublicensingwhich may be withheld in GTG’s sole and absolute discretion). The Parties acknowledge that the use , except to a purchaser of all or substantially all of the Licensed Amgen Trademarks in the Territory may have commercial value genomics business of LICENSEE to Licenseewhich this AGREEMENT relates, and that Licensee shall have the right to commercialize a Licensed Product in the Licensee Indications in the Territory under the same Licensed Amgen Trademarks as utilized for such Licensed Product in such indications whether by Amgen outside the Territory. Should the Parties desire that a different trademark be used for Licensee Indications in the Territorymerger, sale of stock, sale of assets or if additional trademarks to those used outside the Territory are otherwise required, the Parties shall consult and agree upon an additional or replacement trademark (or trademarks). In addition, if the manufacture of Licensed Product for Licensee for use in the Territory materially varies from the manufacture of Licensed Product for Amgen or its Affiliates for use outside the Territory, then upon request of Amgen the Parties shall consult and agree upon a replacement trademark (or trademarks). Upon Amgen’s request, Licensee shall include an Amgen trademark designated by Amgen to Licensee in writing (e.g., “Amgen”upon a sale by LICENSEE (or any SUBSIDIARY) on all packagingof the stock or assets of MMI Genomics, labelingInc. to a third party); provided, promotional however that prior to the transfer of ownership such purchaser must expressly assume in writing LICENSEE’s obligations under this AGREEMENT and marketing materials for expressly acknowledges in writing that products and/or services of such purchaser existing prior to the applicable Licensed Product in equal prominence to those transfer of Licensee. Amgen hereby grants Licensee a non-exclusive right ownership shall not be LICENSED PRODUCTS; and license, provided further that upon any such assignment or transfer (whether with the right to sublicense only as set forth in Section 3.5 (Licensee Sublicensingconsent of GTG or upon the sale of the genomics business), during neither MetaMorphix, Inc., nor MMI Genomics, Inc. shall retain or enjoy any continuing license under the TermLICENSED PATENTS.
4.3 All rights not explicitly granted to LICENSEE are reserved by GTG. Not limiting the foregoing, subject LICENSEE acknowledges that it is not granted any rights to the terms and conditions hereof, to use such marks solely for such purposeany other patents or other intellectual property rights of GTG or any third party.
Appears in 1 contract
Samples: License Agreement (MetaMorphix Inc.)
Grant to Licensee. Amgen hereby grants Licensee [*] (except as otherwise expressly set forth herein (such exception to include Amgen’s co-promotion rights pursuant to Section 5.2 (Amgen Co-Promotion Right) and the transition period described in Section 14.5 (Transition Period))) right and license during the Term, subject 4.1 Subject to the terms and conditions hereofof this AGREEMENT, solely to developGTG hereby grants LICENSEE and SUBSIDIARIES of LICENSEE, commercializeduring the TERM of this AGREEMENT, use and sell a Licensed Product nonexclusive, non-assignable (except as provided in the Territory in the Licensee Indications Section 4.2), non-transferable, annual fee-bearing, license under the same Licensed Amgen Trademarks as used by Amgen for such Licensed Product in the corresponding indications outside the Territory. Such license shall include LICENSED PATENTS (without the right to sublicense only as set forth sublicense) to make, use, sell, offer for sale, and import LICENSED PRODUCTS in Section 3.5 the FIELD OF USE throughout the TERRITORY solely for the PURPOSE.
4.2 The rights and licenses granted by GTG in this AGREEMENT are personal to LICENSEE and LICENSEE shall not assign or otherwise transfer any license or right granted hereunder or any interest therein without the prior written consent of GTG (Licensee Sublicensingwhich may be withheld in GTG's sole and absolute discretion). The Parties acknowledge that the use , except to a purchaser of all or substantially all of the Licensed Amgen Trademarks in the Territory may have commercial value genomics business of LICENSEE to Licenseewhich this AGREEMENT relates, and that Licensee shall have the right to commercialize a Licensed Product in the Licensee Indications in the Territory under the same Licensed Amgen Trademarks as utilized for such Licensed Product in such indications whether by Amgen outside the Territory. Should the Parties desire that a different trademark be used for Licensee Indications in the Territorymerger, sale of stock, sale of assets or if additional trademarks to those used outside the Territory are otherwise required, the Parties shall consult and agree upon an additional or replacement trademark (or trademarks). In addition, if the manufacture of Licensed Product for Licensee for use in the Territory materially varies from the manufacture of Licensed Product for Amgen or its Affiliates for use outside the Territory, then upon request of Amgen the Parties shall consult and agree upon a replacement trademark (or trademarks). Upon Amgen’s request, Licensee shall include an Amgen trademark designated by Amgen to Licensee in writing (e.g., “Amgen”upon a sale by LICENSEE (or any SUBSIDIARY) on all packagingof the stock or assets of MMI Genomics, labelingInc. to a third party); provided, promotional however that prior to the transfer of ownership such purchaser must expressly assume in writing LICENSEE's obligations under this AGREEMENT and marketing materials for expressly acknowledges in writing that products and/or services of such purchaser existing prior to the applicable Licensed Product in equal prominence to those transfer of Licensee. Amgen hereby grants Licensee a non-exclusive right ownership shall not be LICENSED PRODUCTS; and license, provided further that upon any such assignment or transfer (whether with the right to sublicense only as set forth in Section 3.5 (Licensee Sublicensingconsent of GTG or upon the sale of the genomics business), during neither MetaMorphix, Inc., nor MMI Genomics, Inc. shall retain or enjoy any continuing license under the TermLICENSED PATENTS.
4.3 All rights not explicitly granted to LICENSEE are reserved by GTG. Not limiting the foregoing, subject LICENSEE acknowledges that it is not granted any rights to the terms and conditions hereof, to use such marks solely for such purposeany other patents or other intellectual property rights of GTG or any third party.
Appears in 1 contract
Grant to Licensee. Amgen 2.1 GTG hereby grants Licensee [*] and agrees to grant to LICENSEE, LICENSEE’s SUBSIDIARIES, and their customers of genetics and/or transgenic products, but only for the use of those products, during the TERM (as defined below), a nonexclusive, non-transferable, perpetual, irrevocable, paid-up license under the LICENSED PATENTS to make, have made, use, sell, offer for sale, and import LICENSED PRODUCTS in the FIELD OF USE throughout the TERRITORY.
2.2 The rights and licenses granted by GTG in this AGREEMENT are personal to LICENSEE and LICENSEE’s SUBSIDIARIES, LICENSEE and LICENSEE’s SUBSIDIARIES shall not assign, sublicense or otherwise transfer any license or right granted hereunder or any interest therein without the prior written consent of GTG (which may be withheld in GTG’s sole and absolute discretion), except to a purchaser of all or substantially all of the business of LICENSEE to which this AGREEMENT relates, whether by merger, sale of stock, sale of assets or otherwise; provided, however that prior to the transfer of ownership such purchaser must expressly assume in writing LICENSEE’s obligations under this AGREEMENT and expressly acknowledges in writing that products and/or services of such purchaser existing prior to the transfer of ownership shall not be LICENSED PRODUCTS.
2.3 All rights not explicitly granted to LICENSEE and LICENSEE’s SUBSIDIARIES are reserved by GTG. Not limiting the foregoing, LICENSEE acknowledges that it is not granted any rights outside of the FIELD OF USE or to any other patents or other intellectual property rights of GTG or any third party by this AGREEMENT except as otherwise expressly set forth herein (such exception may be agreed by the Parties.
2.4 LICENSEE shall be responsible for all acts and omissions of LICENSEE’S SUBSIDIARIES related to include Amgenthe rights granted to LICENSEE’s co-promotion rights pursuant to Section 5.2 (Amgen Co-Promotion Right) SUBSIDIARIES under this AGREEMENT and the transition period described LICENSEE shall ensure that LICENSEE’s SUBSIDIARIES are in Section 14.5 (Transition Period))) right and license during the Term, subject to compliance with the terms and conditions hereof, solely to develop, commercialize, use and sell a Licensed Product in the Territory in the Licensee Indications under the same Licensed Amgen Trademarks as used by Amgen for such Licensed Product in the corresponding indications outside the Territory. Such license shall include the right to sublicense only as set forth in Section 3.5 (Licensee Sublicensing). The Parties acknowledge that the use of the Licensed Amgen Trademarks in the Territory may have commercial value to Licensee, and that Licensee shall have the right to commercialize a Licensed Product in the Licensee Indications in the Territory under the same Licensed Amgen Trademarks as utilized for such Licensed Product in such indications by Amgen outside the Territory. Should the Parties desire that a different trademark be used for Licensee Indications in the Territory, or if additional trademarks to those used outside the Territory are otherwise required, the Parties shall consult and agree upon an additional or replacement trademark (or trademarks). In addition, if the manufacture of Licensed Product for Licensee for use in the Territory materially varies from the manufacture of Licensed Product for Amgen or its Affiliates for use outside the Territory, then upon request of Amgen the Parties shall consult and agree upon a replacement trademark (or trademarks). Upon Amgen’s request, Licensee shall include an Amgen trademark designated by Amgen to Licensee in writing (e.g., “Amgen”) on this AGREEMENT at all packaging, labeling, promotional and marketing materials for the applicable Licensed Product in equal prominence to those of Licensee. Amgen hereby grants Licensee a non-exclusive right and license, with the right to sublicense only as set forth in Section 3.5 (Licensee Sublicensing), during the Term, subject to the terms and conditions hereof, to use such marks solely for such purposetimes.
Appears in 1 contract
Grant to Licensee. Amgen hereby grants Licensee [*] (except as otherwise expressly set forth herein (such exception to include Amgen’s co-promotion rights pursuant to Section 5.2 (Amgen Co-Promotion Right) and the transition period described in Section 14.5 (Transition Period))) right and license during the Term, subject 4.1 Subject to the terms and conditions hereofof this AGREEMENT, solely GTG hereby grants and agrees to developgrant to LICENSEE and LICENSEE's SUBSIDIARIES, commercializeduring the TERM of this AGREEMENT, use and sell a Licensed Product nonexclusive, non-assignable (except as provided in the Territory in the Licensee Indications Section 4.2), non-transferable, annual fee-bearing, license under the same Licensed Amgen Trademarks as used by Amgen for such Licensed Product in the corresponding indications outside the Territory. Such license shall include LICENSED PATENTS (without the right to sublicense only as set forth sublicense) to make, use, sell, offer for sale, and import LICENSED PRODUCTS in Section 3.5 the FIELD OF USE throughout the TERRITORY.
4.2 The rights and licenses granted by GTG in this AGREEMENT are personal to LICENSEE and LICENSEE's SUBSIDIARIES. LICENSEE and LICENSEE's SUBSIDIARIES shall not assign or otherwise transfer any license or right granted hereunder or any interest therein without the prior written consent of GTG (Licensee Sublicensingwhich may be withheld in GTG's sole and absolute discretion). The Parties acknowledge that the use , except to a purchaser of all or substantially all of the Licensed Amgen Trademarks in business of LICENSEE to which this AGREEMENT relates, whether by merger, sale of stock, sale of assets or otherwise; provided, however that prior to the Territory may have commercial value to Licensee, and that Licensee shall have the right to commercialize a Licensed Product in the Licensee Indications in the Territory under the same Licensed Amgen Trademarks as utilized for transfer of ownership such Licensed Product in such indications by Amgen outside the Territory. Should the Parties desire that a different trademark be used for Licensee Indications in the Territory, or if additional trademarks to those used outside the Territory are otherwise required, the Parties shall consult and agree upon an additional or replacement trademark (or trademarks). In addition, if the manufacture of Licensed Product for Licensee for use in the Territory materially varies from the manufacture of Licensed Product for Amgen or its Affiliates for use outside the Territory, then upon request of Amgen the Parties shall consult and agree upon a replacement trademark (or trademarks). Upon Amgen’s request, Licensee shall include an Amgen trademark designated by Amgen to Licensee purchaser must expressly assume in writing (e.g.LICENSEE's obligations under this AGREEMENT and expressly acknowledge in writing that services of such purchaser performed prior to the transfer of ownership shall not be considered LICENSED PRODUCTS.
4.3 All rights not explicitly granted to LICENSEE and LICENSEE's SUBSIDIARIES are reserved by GTG. Not limiting the foregoing, “Amgen”) on LICENSEE acknowledges that it is not granted any rights to any other patents or other intellectual property rights of GTG or any third party other than the LICENSED PATENTS.
4.4 LICENSEE shall be responsible for all packaging, labeling, promotional acts and marketing materials for omissions of LICENSEE's SUBSIDIARIES related to the applicable Licensed Product rights granted to LICENSEE's SUBSIDIARIES under this AGREEMENT and LICENSEE shall ensure that LICENSEE's SUBSIDIARIES are in equal prominence to those of Licensee. Amgen hereby grants Licensee a non-exclusive right and license, compliance with the right to sublicense only as set forth in Section 3.5 (Licensee Sublicensing), during the Term, subject to the terms and conditions hereof, to use such marks solely for such purpose.of this AGREEMENT at all times. ARTICLE V
Appears in 1 contract
Grant to Licensee. Amgen 2.1 GTG hereby grants Licensee [*] and agrees to grant to LICENSEE, LICENSEE’s SUBSIDIARIES, and their customers of genetics and/or transgenic products, but only for the use of those products, during the TERM (as defined below), a nonexclusive, perpetual, irrevocable, paid-up license under the LICENSED PATENTS to make, have made, use, sell, offer for sale, and import LICENSED PRODUCTS in the FIELD OF USE throughout the TERRITORY.
2.2 The rights and licenses granted by GTG in this AGREEMENT are assignable by LICENSEE to a purchaser of all or substantially all of the business of LICENSEE to which this AGREEMENT relates, whether by merger, sale of stock, sale of assets or otherwise. GTG agrees that products and/or services of such purchaser that are within the FIELD OF USE shall be LICENSED PRODUCTS following the assignment of LICENSEE’s rights and licenses under this AGREEMENT to such purchaser.
2.3 All rights not explicitly granted to LICENSEE and LICENSEE’s SUBSIDIARIES are reserved by GTG. Not limiting the foregoing, LICENSEE acknowledges that it is not granted any rights outside of the FIELD OF USE or to any other patents or other intellectual property rights of GTG or any third party by this AGREEMENT except as otherwise expressly set forth herein (such exception may be agreed by the Parties.
2.4 LICENSEE shall be responsible for all acts and omissions of LICENSEE’s SUBSIDIARIES related to include Amgenthe rights granted to LICENSEE’s co-promotion rights pursuant to Section 5.2 (Amgen Co-Promotion Right) SUBSIDIARIES under this AGREEMENT and the transition period described LICENSEE shall ensure that LICENSEE’s SUBSIDIARIES are in Section 14.5 (Transition Period))) right and license during the Term, subject to compliance with the terms and conditions hereof, solely to develop, commercialize, use and sell a Licensed Product in the Territory in the Licensee Indications under the same Licensed Amgen Trademarks as used by Amgen for such Licensed Product in the corresponding indications outside the Territory. Such license shall include the right to sublicense only as set forth in Section 3.5 (Licensee Sublicensing). The Parties acknowledge that the use of the Licensed Amgen Trademarks in the Territory may have commercial value to Licensee, and that Licensee shall have the right to commercialize a Licensed Product in the Licensee Indications in the Territory under the same Licensed Amgen Trademarks as utilized for such Licensed Product in such indications by Amgen outside the Territory. Should the Parties desire that a different trademark be used for Licensee Indications in the Territory, or if additional trademarks to those used outside the Territory are otherwise required, the Parties shall consult and agree upon an additional or replacement trademark (or trademarks). In addition, if the manufacture of Licensed Product for Licensee for use in the Territory materially varies from the manufacture of Licensed Product for Amgen or its Affiliates for use outside the Territory, then upon request of Amgen the Parties shall consult and agree upon a replacement trademark (or trademarks). Upon Amgen’s request, Licensee shall include an Amgen trademark designated by Amgen to Licensee in writing (e.g., “Amgen”) on this AGREEMENT at all packaging, labeling, promotional and marketing materials for the applicable Licensed Product in equal prominence to those of Licensee. Amgen hereby grants Licensee a non-exclusive right and license, with the right to sublicense only as set forth in Section 3.5 (Licensee Sublicensing), during the Term, subject to the terms and conditions hereof, to use such marks solely for such purposetimes.
Appears in 1 contract
Grant to Licensee. Amgen hereby grants Licensee [*] (except as otherwise expressly set forth herein (such exception to include Amgen’s co-promotion rights pursuant to Section 5.2 (Amgen Co-Promotion Right) and the transition period described in Section 14.5 (Transition Period))) right and license during the Term, subject 4.1 Subject to the terms and conditions hereofof this AGREEMENT, solely GTG hereby grants and agrees to developgrant to LICENSEE, commercializeduring the TERM (as defined below), use and sell a Licensed Product in the Territory in the Licensee Indications nonexclusive, non-transferable, paid-up, perpetual, irrevocable, license under the same Licensed Amgen Trademarks as used by Amgen for such Licensed Product in the corresponding indications outside the Territory. Such license shall include LICENSED PATENTS (without the right to sublicense only as set forth sublicense) to:
4.1.1 make and use LICENSED PRODUCTS in the FIELD OF USE throughout the TERRITORY solely for the PURPOSE;
4.1.2 offer for sale and sell LICENSED PRODUCTS to END USERS in the FIELD OF USE throughout the TERRITORY solely for the PURPOSE; and
4.1.3 offer for sale and sell LICENSED PRODUCTS to RESELLERS in the FIELD OF USE throughout the TERRITORY solely for the PURPOSE.
4.2 The rights and licenses granted by GTG in this AGREEMENT are personal to LICENSEE. LICENSEE shall not assign or otherwise transfer any license or right granted hereunder or any interest therein without the prior written consent of GTG (which may be withheld in GTG’s sole and absolute discretion), except to a purchaser of all or substantially all of the business of LICENSEE to which this AGREEMENT relates, whether by merger, sale of stock, sale of assets or otherwise; provided, however that prior to the transfer of ownership such purchaser must expressly assume in writing LICENSEE’s obligations under this AGREEMENT and expressly acknowledges in writing that no products or services of such purchaser existing prior to the transfer of ownership shall be considered LICENSED PRODUCTS.
4.3 The licenses granted in Section 3.5 (Licensee Sublicensing). The Parties acknowledge that the use of the Licensed Amgen Trademarks in the Territory may have commercial value to Licensee, and that Licensee shall have the right to commercialize a Licensed Product in the Licensee Indications in the Territory under the same Licensed Amgen Trademarks as utilized for such Licensed Product in such indications by Amgen outside the Territory. Should the Parties desire that a different trademark be used for Licensee Indications in the Territory, or if additional trademarks to those used outside the Territory 4.1 are otherwise required, the Parties shall consult and agree upon an additional or replacement trademark (or trademarks). In addition, if the manufacture of Licensed Product for Licensee for use in the Territory materially varies from the manufacture of Licensed Product for Amgen or its Affiliates for use outside the Territory, then upon request of Amgen the Parties shall consult and agree upon a replacement trademark (or trademarks). Upon Amgen’s request, Licensee shall include an Amgen trademark designated by Amgen to Licensee in writing (e.g., “Amgen”) on all packaging, labeling, promotional and marketing materials for the applicable Licensed Product in equal prominence to those of Licensee. Amgen hereby grants Licensee a non-exclusive right and license, with the right to sublicense only as set forth in Section 3.5 (Licensee Sublicensing), during the Term, subject to the terms following:
4.3.1 LICENSEE will not grant or purport to grant purchasers of LICENSED PRODUCTS rights under the LICENSED PATENTS.
4.3.2 LICENSEE’s and conditions hereofRESELLERS’ contracts with END USERS of LICENSED PRODUCTS will affirmatively disclaim or otherwise clarify that the contract does not grant or otherwise provide to the END USER any rights or licenses under the LICENSED PATENTS, except to use such marks solely the LICENSED PRODUCTS for internal research purposes only and not for the benefit of any third party.
4.3.3 LICENSEE’s contract with RESELLERS of LICENSED PRODUCTS will affirmatively disclaim or otherwise clarify that the contract does not grant or otherwise provide to the RESELLER any rights or licenses under the LICENSED PATENTS, except to resell directly to END USERS for such purposeEND USERS’ internal research purposes only and not for the benefit of any third party.
Appears in 1 contract
Grant to Licensee. Amgen hereby grants Licensee [*] (except as otherwise expressly set forth herein (such exception to include Amgen’s co-promotion rights pursuant to Section 5.2 (Amgen Co-Promotion Right) and the transition period described in Section 14.5 (Transition Period))) right and license during the Term, subject 4.1 Subject to the terms and conditions hereofof this AGREEMENT, solely GTG hereby grants and agrees to developgrant to LICENSEE, commercializeduring the TERM of this AGREEMENT:
(i) A non-exclusive, use and sell a Licensed Product in the Territory in the Licensee Indications non-assignable, annual fee-bearing license under the same Licensed Amgen Trademarks as used by Amgen for such Licensed Product in the corresponding indications outside the Territory. Such license shall include LICENSED PATENTS (without the right to sublicense except to LICENSEE's SUBSIDIARIES) to perform, use, sell, and offer to sell LICENSED SERVICES in the FIELD OF USE solely within the TERRITORY; and
(ii) A revocable, limited, non-exclusive, non-assignable, license under the LICENSED PATENTS (without the right to sublicense except to LICENSEE's SUBSIDIARIES) to perform, use, sell, and offer to sell LICENSED THIRD PARTY SERVICES in the FIELD OF USE solely within the TERRITORY and only in response to a PUBLIC HEALTH CRISIS and for no longer than such PUBLIC HEALTH CRISIS reasonably requires.
4.2 The license granted to LICENSEE under Article 4.1(ii) is revocable unilaterally by GTG upon ten (10) days advanced written notice to LICENSEE if GTG has a reasonable belief that such license is being used to assist an unlicensed third party avoid obtaining its own license under the LICENSED PATENTS. Should GTG initiate a revocation under this Article 4.2, the parties agree to negotiate in good faith regarding appropriate terms and conditions under which LICENSEE shall be granted a license under the LICENSED PATENTS for purposes of providing LICENSED THIRD PARTY SERVICES.
4.3 The rights and licenses granted by GTG in this AGREEMENT are personal to LICENSEE. Except as set forth in Section 3.5 4.4 and Section 11.10, LICENSEE shall not assign or otherwise transfer (Licensee Sublicensingby operation of law or otherwise) any license or right granted hereunder or any interest therein, without the prior written consent of GTG (which may be withheld in GTG's sole and absolute discretion). The Parties acknowledge Any attempted assignment or transfer without such prior written consent shall be void and shall upon written notice by GTG terminate all rights of LICENSEE under this AGREEMENT.
4.4 LICENSEE may extend the license granted under this AGREEMENT to its SUBSIDIARIES provided that the use of the Licensed Amgen Trademarks in the Territory may have commercial value to Licensee, and LICENSEE ensures that Licensee shall have the right to commercialize a Licensed Product in the Licensee Indications in the Territory under the same Licensed Amgen Trademarks as utilized for such Licensed Product in such indications by Amgen outside the Territory. Should the Parties desire that a different trademark be used for Licensee Indications in the Territory, or if additional trademarks to those used outside the Territory SUBSIDIARIES are otherwise required, the Parties shall consult and agree upon an additional or replacement trademark (or trademarks). In addition, if the manufacture of Licensed Product for Licensee for use in the Territory materially varies from the manufacture of Licensed Product for Amgen or its Affiliates for use outside the Territory, then upon request of Amgen the Parties shall consult and agree upon a replacement trademark (or trademarks). Upon Amgen’s request, Licensee shall include an Amgen trademark designated by Amgen to Licensee in writing (e.g., “Amgen”) on all packaging, labeling, promotional and marketing materials for the applicable Licensed Product in equal prominence to those of Licensee. Amgen hereby grants Licensee a non-exclusive right and license, with the right to sublicense only as set forth in Section 3.5 (Licensee Sublicensing), during the Term, subject bound to the terms and conditions hereof, of this AGREEMENT as the same apply to use such marks solely for such purposeLICENSEE.
Appears in 1 contract
Grant to Licensee. Amgen hereby grants Licensee [*] (except as otherwise expressly set forth herein (such exception to include Amgen’s co-promotion rights pursuant to Section 5.2 (Amgen Co-Promotion Right) and the transition period described in Section 14.5 (Transition Period))) right and license during the Term, subject 4.1 Subject to the terms and conditions hereofof this AGREEMENT, solely to developLICENSOR hereby grants LICENSEE and SUBSIDIARIES of LICENSEE, commercializeduring the TERM of this AGREEMENT:
4.1.1 a nonexclusive, use and sell a Licensed Product non-assignable (except as provided in the Territory Section 4.2), non-transferable (except as provided in the Licensee Indications Section 4.2), fully paid-up, irrevocable (except as provided in Article 8), license under the same Licensed Amgen Trademarks as used by Amgen for such Licensed Product in the corresponding indications outside the Territory. Such license shall include LICENSED PATENTS and TECHNOLOGY (without the right to sublicense only sublicense) to make, have made, use, sell, offer for sale, import and perform LICENSED SERVICES in the FIELD OF USE throughout the NONEXCLUSIVE TERRITORY solely for the PURPOSE; and
4.1.2 an exclusive, non-assignable (except as set forth provided in Section 3.5 4.2), non-transferable (Licensee Sublicensingexcept as provided in Section 4.2). The Parties acknowledge that , fully paid-up, irrevocable (except as provided in Article 8), license under the use of the Licensed Amgen Trademarks in the Territory may have commercial value to Licensee, LICENSED PATENTS and that Licensee shall have TECHNOLOGY (without the right to commercialize a Licensed Product sublicense) to make, have made, use, sell, offer for sale, import and perform LICENSED SERVICES in the Licensee Indications FIELD OF USE throughout the EXCLUSIVE TERRITORY solely for the PURPOSE.
4.2 The rights and licenses granted by LICENSOR in this AGREEMENT are personal to LICENSEE and LICENSEE shall not assign or otherwise transfer any license or right granted hereunder or any interest therein without the Territory prior written consent of LICENSOR (which shall not be unreasonably withheld), except to a purchaser of all or substantially all of the business of LICENSEE to which this AGREEMENT relates, whether by merger, sale of stock, sale of assets or otherwise; provided, however that (i) prior to the transfer of ownership such purchaser must expressly assume in writing LICENSEE's obligations under this AGREEMENT; (ii) LICENSEE expressly acknowledges in writing that products and/or services of such purchaser existing prior to the transfer of ownership shall not be LICENSED SERVICES; and (iii) LICENSEE obtains LICENSOR's prior written consent, which consent shall not be unreasonably withheld.
4.3 All rights not explicitly granted to LICENSEE are reserved by LICENSOR. Not limiting the foregoing, LICENSEE acknowledges that it is not granted any rights to any other patents or other intellectual property rights of LICENSOR or any third party and that it is not granted any rights now held by Applera Corporation, acting by and through its Celera Genomics Group, under the same Licensed Amgen Trademarks as utilized February 28, 2002 License Agreement between LICENSOR and PE Corporation (NY).
4.4 LICENSEE shall be responsible for such Licensed Product all acts and omissions of its SUBSIDIARIES related to the rights granted to its SUBSIDIARIES under this AGREEMENT and LICENSEE shall ensure that its SUBSIDIARIES are in such indications by Amgen outside the Territory. Should the Parties desire that a different trademark be used for Licensee Indications in the Territory, or if additional trademarks to those used outside the Territory are otherwise required, the Parties shall consult and agree upon an additional or replacement trademark (or trademarks). In addition, if the manufacture of Licensed Product for Licensee for use in the Territory materially varies from the manufacture of Licensed Product for Amgen or its Affiliates for use outside the Territory, then upon request of Amgen the Parties shall consult and agree upon a replacement trademark (or trademarks). Upon Amgen’s request, Licensee shall include an Amgen trademark designated by Amgen to Licensee in writing (e.g., “Amgen”) on all packaging, labeling, promotional and marketing materials for the applicable Licensed Product in equal prominence to those of Licensee. Amgen hereby grants Licensee a non-exclusive right and license, compliance with the right to sublicense only as set forth in Section 3.5 (Licensee Sublicensing), during the Term, subject to the terms and conditions hereofof this AGREEMENT at all times during the TERM.
4.5 Notwithstanding anything in this Article IV to the contrary, no grant of license is made to LICENSEE to make, have made, import, and sell for internal use by its customers any APPLERA-LICENSED PRODUCTS, which are the subject of an exclusive February 28, 2002 License Agreement by LICENSOR to PE Corporation (NY) which has since been assigned by such marks solely for license to Applera Corporation, acting by and through its Celera Genomics Group. LICENSOR represents to LICENSEE, however, that such purpose2002 License Agreement provides that PE (and its successors and assigns) is not licensed to provide services to third parties under the Licensed Patents (which right was reserved by LICENSOR).
4.6 Nothing in this Article IV provides LICENSEE with any license to any Microsoft® or other third-party operating software intellectual property.
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