Grant to Novartis Sample Clauses

Grant to Novartis. Amgen hereby grants to Novartis, effective as of the Effective Date (without any further action by either Party), [*], royalty-free right and license during the Term, subject to the terms and conditions hereof, solely to conduct Medical Affairs Activities with respect to and Commercialize the Product in the Field in the United States under Amgen Product Trademarks designated by Amgen for use with the Product in accordance with the Commercialization Plan and this Agreement. Amgen hereby grants to Novartis [*], royalty-free license to use the Amgen Housemarks solely as set forth in the Promotional Materials, Non-Promotional Materials and other materials provided to it by Amgen, and solely to sell, import, conduct Medical Affairs Activities with respect to and otherwise Commercialize the Product in the Field in the United States in accordance with the Commercialization Plan and this Agreement. Such licenses shall include the right to sublicense only as set forth in Section 3.3 (Sublicensing).
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Grant to Novartis. License, Development and Commercialization Agreement -- Confidential -- Page 6 (a) Subject to the other provisions of this Agreement, VERTEX hereby grants to NOVARTIS an exclusive worldwide license under VERTEX Technology to the extent useful to permit NOVARTIS to carry out its rights and obligations set forth in this Agreement and to develop, manufacture, have manufactured, market, use, sell and import for sale, as provided herein, Bulk Drug Substance, Drug Product Candidates and Drug Products worldwide. NOVARTIS shall have the right to sublicense under this Agreement. Subject to the provisions of this Agreement, VERTEX shall have the right to use VERTEX Technology to discharge its obligations and exercise its rights under this Agreement. VERTEX retains all rights to VERTEX Technology except to the extent explicitly granted to NOVARTIS hereunder. (b) NOVARTIS may subcontract its rights to manufacture Bulk Drug Substance, Drug Product Candidates, and Drug Product and may contract with reputable organizations to conduct or assist in the conduct of human clinical trials and the evaluation of trials data, after prior notice to, but without the consent of, VERTEX. NOVARTIS shall be responsible to VERTEX for the performance of any of its sublicensees or subcontractors under any provisions of this Agreement for which NOVARTIS is responsible. NOVARTIS shall not permit any subcontractors or sublicensees to use VERTEX Technology without provisions safeguarding confidentiality at least equivalent to those provided in this Agreement. Any such provisions will allow VERTEX the right to directly enforce the obligations of confidentiality with respect to VERTEX Technology in possession of the Third Party. (c) [***]
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Grant to Novartis. In the event that (i) Midatech terminates this agreement pursuant to Section 9.2.2 or (ii) Novartis terminates this Agreement pursuant to Section 9.2.1, Midatech shall, and hereby does, grant to Novartis a [***], fully paid-up and royalty-free, perpetual, irrevocable, right and license in the Territory, for any and all uses and purposes, with the right to freely assign and grant sublicenses solely to Novartis’ Affiliates, under Midatech’s rights in the Midatech Information and Improvements (including the Midatech Safety Data).
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Grant to Novartis. Amgen hereby grants to Novartis, effective as of the Restated Effective Date (without any further action by either Party), [***], royalty-free right and license during the Transition Period, subject to the terms and conditions hereof, solely to conduct Medical Affairs Activities with respect to and Commercialize the Product in the Field in the United States under Amgen Product Trademarks designated by Amgen for use with the Product solely in connection with the Transitional Medical Affairs Activities and Transitional Commercialization Activities or otherwise as needed in connection with activities under the Transition Services Agreement. Amgen hereby grants to Novartis [***], royalty-free license during the Transition Period to use the Amgen Housemarks solely as set forth in the Promotional Materials, Non-Promotional Materials and other materials provided to it by Amgen, and solely to sell, import, conduct Medical Affairs Activities with respect to and otherwise Commercialize the Product in the Field in the United States solely in connection with the Transitional Medical Affairs Activities and Transitional Commercialization Activities or otherwise as needed in connection with activities under the Transition Services Agreement. Such licenses shall include the right to sublicense only as set forth in Section 3.3 (Sublicensing).
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Grant to Novartis. 10 2.2 Grant to VERTEX.......................................................................................11 2.3 Information Transfer..................................................................................11
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Grant to Novartis. (a) Subject to the other provisions of this Agreement, VERTEX hereby grants to NOVARTIS an exclusive worldwide license under VERTEX Technology to the extent useful to permit NOVARTIS to carry out its rights and obligations set forth in this Agreement and to develop, manufacture, have manufactured, market, use, sell and import for sale, as provided herein, Bulk Drug Substance, Drug Product Candidates and Drug Products worldwide. NOVARTIS shall have the right to sublicense under this Agreement. Subject to the provisions of this Agreement, VERTEX shall have the right to use VERTEX Technology to discharge its obligations and exercise its rights under this Agreement. VERTEX retains all rights to VERTEX Technology except to the extent explicitly granted to NOVARTIS hereunder. (b) NOVARTIS may subcontract its rights to manufacture Bulk Drug Substance and Drug Product and may contract with reputable organizations to conduct or assist in the conduct of human clinical trials and the evaluation of trials data, after prior notice to, but without the consent of, VERTEX. NOVARTIS shall be responsible to VERTEX for the performance of any of its sublicensees or subcontractors under any provisions of this Agreement for which NOVARTIS is responsible. NOVARTIS shall not permit any subcontractors or sublicensees to use VERTEX Technology without provisions safeguarding confidentiality at least equivalent to those provided in this Agreement. Any such provisions will allow VERTEX the right to directly enforce the obligations of confidentiality with respect to VERTEX Technology in possession of the Third Party. (c) [************************************************************* ************************************************************** ************************************************************** ************************************************************** ************************************************************** ************************************************************** ************************************************************** ************************************************************** *****************************************************]
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Grant to Novartis. Amgen hereby grants to Novartis, effective as of the Effective Date, with respect to Franchise Product 1 and Franchise Product 2, and effective as of the Option Exercise Date, with respect to Franchise Product 3 (without any further action by either Party), [*] (except as otherwise expressly set forth herein (such exception to include the transition period described in Section 15.5 (Transition Period))) right and license during the Term, subject to the terms and conditions hereof, solely to research, Develop, conduct Medical Affairs Activities with respect to, use, sell, import and otherwise Commercialize the applicable Licensed Product in the Field in the Territory under the same Licensed Amgen Trademarks as used by Amgen, its Affiliates or permitted licensees or sublicensees for such Licensed Amgen Ref. No. 2015641252 Page 26 Product in the corresponding indications outside the Territory. In the event that Amgen has identified a Licensed Amgen Trademark to be so used, and is developing plans to so use such Licensed Amgen Trademark, the foregoing license shall permit Novartis to similarly conduct such planning activities in the Territory to the same extent of Amgen’s planning activities outside the Territory. Each Party shall provide regular updates to the other Party regarding proposed Licensed Amgen Trademarks and Licensed Novartis Trademarks, as the case may be. Such license shall include the right to sublicense only as set forth in Section 4.3 (Sublicensing). Should Novartis desire that a different trademark be used for a given Licensed Product in the Field in the Territory, or if additional trademarks to those used outside the Territory are otherwise required, Novartis shall be entitled to do so after consulting with Amgen and giving due consideration to Amgen’s reasonable comments regarding an additional or replacement trademark (or trademarks). Such replacement or additional trademark(s) shall be registered and owned by Novartis in the Territory. At Amgen’s election and with the approval of the applicable Governmental Authority, the labeling, packaging and materials for any Licensed Product supplied by or on behalf of Amgen to Novartis hereunder shall include Amgen Housemarks in equal prominence with Novartis Housemarks, provided that Amgen shall inform Novartis sufficiently in advance of making such election.
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Grant to Novartis. (a) Subject to the terms and conditions of this Development License and Commercialization Agreement and the Manufacturing and Supply Agreement, Cell Genesys hereby grants to Novartis an exclusive right and license in the Option Territory under the Cell Genesys Technology to develop, manufacture, have manufactured, export, import, market, use, offer to sell, sell and register, and otherwise exploit, the Option Product in the Field. Novartis shall have the right to grant sublicenses freely to any Third Party of its choosing under this Development License and Commercialization Agreement. For the avoidance of any doubt, "exclusive" under this Section 2.1 (a) shall mean that neither Cell Genesys nor any other Third Party shall have any rights under the Cell Genesys Technology with respect to the Option Product; provided, however, subject to the terms and conditions of this Development License and Commercialization Agreement, Cell Genesys shall have the right to use Cell Genesys Technology to comply with its obligations and exercise its rights under this Development License and Commercialization Agreement and the Manufacturing and Supply Agreement. (b) Novartis may subcontract its rights to develop the Option Product to a Third Party and may contract with Third Parties of its choice to conduct or assist in its development program and in the conduct of human Clinical Trials and the evaluation of trial data or for any of its co-commercialization purposes (other than manufacturing). [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
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Related to Grant to Novartis

  • Grant Terms The funding for this Agreement is provided in full or in part by a Federal or State Grant to the City. As part of the terms of receiving the funds, the City is required to incorporate some of the terms into this Agreement. The incorporated terms may be found in Appendix [choose C/D/E etc.], “Grant Terms.” To the extent that any Grant Term is inconsistent with any other provisions of this Agreement such that Contractor is unable to comply with both the Grant Term and the other provision(s), the Grant Term shall apply.

  • Grant of Stock Option The Company hereby grants the Optionee an Option to purchase shares of Common Stock, subject to the following terms and conditions and subject to the provisions of the Plan. The Plan is hereby incorporated herein by reference as though set forth herein in its entirety. The Option is not intended to be and shall not be qualified as an “incentive stock option” under Section 422 of the Code.

  • Stock Option Agreement Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The Stock Option Agreement shall specify whether the Option is an ISO or an NSO. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical. Options may be granted in consideration of a reduction in the Optionee’s other compensation.

  • Stock Option Grant Subject to the provisions set forth herein and the terms and conditions of the Plan, and in consideration of the agreements of the Participant herein provided, the Company hereby grants to the Participant an Option to purchase from the Company the number of shares of Common Stock, at the exercise price per share, and on the schedule, set forth above.

  • Grant Term The initial grant funding period for this grant will be twelve (12) months. It is anticipated that the grant funding period will begin September 1, 2020 through August 31, 2021. The grant may be extended for two (2) additional two (2) year periods at HHSC’s sole discretion. Continued funding of a grant is contingent upon the availability of funds and the satisfactory performance of the Successful Respondent during the prior budget period. Funding may vary and is subject to change each renewal period. Reimbursement will only be made for those allowable expenses that occur within the term of the grant. No pre-award spending will be allowed.

  • Term of Grant Agreement The term of this Grant Agreement begins on JANUARY 1, 2024, and ends three (3) years following the final payment unless otherwise terminated or amended as provided in this Agreement. However, all work shall be completed by MARCH 31, 2026, and no funds may be requested after APRIL 15, 2026.

  • Option Grant You have been granted a NON-STATUTORY STOCK OPTION (referred to in this Agreement as your "Option"). Your Option is NOT intended to qualify as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986, as amended.

  • Date of Grant The date that the Option is granted (the “Date of Grant”) is set forth above.

  • Terms of Grant The Participant hereby accepts the offer of the Company to issue to the Participant, in accordance with the terms of the Plan and this Agreement, [ ( )] shares of the Company’s Common Stock (such shares, subject to adjustment pursuant to Section 24 of the Plan and Subsection 2.1(h) hereof, the “Granted Shares”) at a per share purchase price of $0.001 (the “Purchase Price”), receipt of which is hereby acknowledged by the Company [by the Participant’s prior service to the Company and which amount will be reported as income on the Participant’s W-2 [or 1099] for this calendar year].

  • Agreement to Purchase The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take place on August 22, 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $301,354,734, subject to a variance of plus or minus 5%. The purchase price for the Mortgage Loans shall be an amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

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