Grants to Licensee Sample Clauses
The "Grants to Licensee" clause defines the rights and permissions that the licensor is providing to the licensee under the agreement. Typically, this clause specifies the scope of the license, such as whether it is exclusive or non-exclusive, the territories and fields of use covered, and any limitations or conditions on the licensee's use of the licensed material. For example, it may allow the licensee to use, reproduce, or distribute certain intellectual property within a defined market or for specific purposes. The core function of this clause is to clearly delineate what the licensee is permitted to do, thereby preventing misunderstandings and disputes over the extent of the granted rights.
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Grants to Licensee. Medimmune hereby grants to Licensee:
(i) an exclusive (including with regard to MedImmune and its Affiliates) license (or sublicense), with the right to grant sublicenses through multiple tiers in accordance with Section 2.2, to the Exclusive Licensed Technology to Exploit the Licensed Compound and Licensed Products in the Field in the Territory;
(ii) a non-exclusive license, with the right to grant sublicenses through multiple tiers in accordance with Section 2.2, to the Non-Exclusive Licensed Technology to Exploit the Licensed Compound and Licensed Products in the Field in the Territory and for no other purpose; and
(iii) a non-exclusive license and right of reference, with the right to grant sublicenses through multiple tiers and further rights of reference in accordance with Section 2.2, to the MedImmune Regulatory Documentation that MedImmune or its Affiliates Control as of the Effective Date as necessary for purposes of Exploiting the Licensed Compound and Licensed Products in the Field in the Territory; and
(iv) an exclusive option during the Term of this Agreement to add to the Exclusive Licensed Patents the Licensed Formulation Patents (the “Option”). Licensee may exercise the Option, without any additional consideration, up to [***] upon providing written notice to MedImmune. Upon MedImmune’s receipt of such written notice, MedImmune and Licensee shall cooperate with each other to take steps to file, if it has not already been done, a portfolio of Licensed Formulation Patents from the Non-Exclusive Licensed Patents that claim priority to U.S. patent application serial no. [***]. Such steps may include, for example, filing separate national and regional phase applications and/or divisional applications claiming priority directly or indirectly to U.S. patent application serial no. [***] relating to the Licensed Compound [***]. MedImmune shall consider in good faith the requests and suggestions of Licensee with respect to filing the portfolio of Licensed Formulation Patents; provided, however, that Licensee shall have the right to select in which jurisdictions in the Territory the Licensed Formulation Patents shall be filed. Upon Licensee’s exercise of the Option, (a) all Licensed Formulation Patents shall be deemed Exclusive Licensed Patents, and (b) MedImmune and its Affiliates shall not prepare, file or prosecute patent claims that specifically relate to, or otherwise recite, the Licensed Compound in any Patents that claim priority directly or in...
Grants to Licensee. Subject to Section 2.2 and Section 4.7 and the other terms and conditions of this Agreement, Sanofi hereby grants to Licensee an exclusive (including with regard to Sanofi and its Affiliates) license (or sublicense), with the right to grant sublicenses in accordance with Section 2.3 or after Licensee complies with all of its obligations under Section 4.7, under the Licensed Patents and the Licensed Know-How to Exploit the Licensed Compound and Licensed Product in the Field in the Territory.
Grants to Licensee. Subject to Section 2.2 and the other terms and conditions of this Agreement, AstraZeneca hereby grants to Licensee:
2.1.1. an exclusive (even as to AstraZeneca and its Affiliates) license (or sublicense, as the case may be), with the right to grant sublicenses in accordance with Section 2.2, under the Licensed IP to Exploit the Licensed Compounds and Licensed Products in the Field in the Territory and;
2.1.2. an exclusive (including with regard to AstraZeneca and its Affiliates) license and right of reference, with the right to grant sublicenses in accordance with Section 2.2, under the AstraZeneca Regulatory Documentation that AstraZeneca or its Affiliates Control as of the Effective Date as necessary for purposes of Exploiting the Licensed Compounds and Licensed Products in the Field in the Territory.
Grants to Licensee. Subject to the terms and conditions of this Agreement and the applicable terms and conditions of the Spectrum Agreement, GPC Biotech (on behalf of itself and its Affiliates) hereby grants to Licensee:
5.1.1 an exclusive (including with regard to GPC Biotech and its Affiliates), royalty-bearing license, with the right to grant sublicenses in accordance with Section 5.3, under the GPC Biotech Patents, the GPC Biotech Know-How, the Joint Patents (to the extent Controlled by GPC Biotech) and the Joint Know-How (to the extent Controlled by GPC Biotech) to obtain, maintain and hold Regulatory Approvals for and to Commercialize the Licensed Product in the Field in the Licensee Territory;
5.1.2 a royalty bearing, non-exclusive license, with the right to grant sublicenses in accordance with Section 5.3, under the GPC Biotech Patents, the GPC Biotech Know-How, the Joint Patents (to the extent Controlled by GPC Biotech) and the Joint Know-How (to the extent Controlled by GPC Biotech) to Develop (but not to Manufacture) the Licensed Product in the Field in the Territory as set forth in the Development Plan, and, subject to the provisions of Section 2.5 with respect to Unilateral Activities, solely for purposes of exercising its rights under Section 5.1.1;
5.1.3 subject to Section 2.5.5, an exclusive royalty-bearing license and right of reference in the Licensee Territory, with the right to grant further sublicenses and rights of reference to Sublicensees in accordance with Section 5.3, under GPC Biotech’s right, title and interest in and to any Regulatory Approvals, Drug Master File and all Regulatory Documentation that GPC Biotech may Control with respect to the Licensed Product as necessary to exercise its rights under the grants in Sections 5.1.1 and 5.1.2;
5.1.4 subject to Section 5.5, a royalty-bearing license, exclusive in the Licensee Territory, with the right to grant sublicenses in accordance with Section 5.3, to use the Product Trademarks as necessary to exercise its rights under the grants in Sections 5.1.1 and 5.1.2; and
5.1.5 subject to Sections 5.5 and 8.1.6, a non-exclusive, non-transferable (except to Affiliates or as the Parties may agree by mutual written consent, such consent not to be unreasonably withheld or delayed) license, without the right to grant sublicenses, except in connection with the grant of sublicenses pursuant to Section 5.3, to use certain of GPC Biotech’s Corporate Names as necessary to exercise its rights under the grants set fort...
Grants to Licensee. Subject to Section 2.2 and Section 2.3, and subject to compliance with all other terms and conditions of this Agreement, Sanofi hereby grants, on behalf of itself and its Affiliates, to Licensee:
2.1.1. an exclusive (including with regard to Sanofi and its Affiliates) license, with the right to grant sublicenses in accordance with Section 2.3, under the Licensed Patents to Exploit the Licensed Compounds and the Licensed Products in the Field in the Territory; and
2.1.2. an exclusive (including with regard to Sanofi and its Affiliates) license, with the right to grant sublicenses in accordance with Section 2.3, to use the Licensed Know-How to Exploit the Licensed Compounds and the Licensed Products in the Field in the Territory.
Grants to Licensee. As of the Effective Date, subject to Sections 2.2 (Sublicenses), 2.3 (Retention of Rights; Limitations Applicable to License Grants) and the other terms and conditions of this Agreement, AstraZeneca hereby grants to Licensee:
2.1.1. License Grant under AstraZeneca Patents and AstraZeneca Specific Know-How. Subject to Section 2.3.3 (Proprietary AstraZeneca Information), an exclusive (including with regard to AstraZeneca and its Affiliates) license, with the right to grant sublicenses through one or multiple tiers in accordance with Section 2.2 (Sublicenses), under the AstraZeneca Patents, and to use the AstraZeneca Specific Know-How, to Develop, Manufacture, Commercialize or otherwise Exploit the Licensed Compounds and the Licensed Products in the Field in the Territory;
2.1.2. License Grant under AstraZeneca Regulatory Documentation. Subject to Section 2.3.3 (Proprietary AstraZeneca Information), an exclusive license (including with regard to AstraZeneca and its Affiliates) and right of reference, with the right to grant sublicenses through one or multiple tiers and further right of reference in accordance with Section 2.2 (Sublicenses), to use the AstraZeneca Regulatory Documentation to Develop, Manufacture, Commercialize or otherwise Exploit the Licensed Compounds and the Licensed Products in the Field in the Territory;
2.1.3. License Grant under AstraZeneca General Know-How, [***] Combination Patents and Combination Data. A non-exclusive license, with the right to grant sublicenses through one or multiple tiers in accordance with Section 2.2 (Sublicenses), to use AstraZeneca General Know-How, [***] Combination Patents and Combination Data to Develop, Manufacture, Commercialize or otherwise Exploit the Licensed Compounds and the Licensed Products in the Field in the Territory;
Grants to Licensee. Subject to Section 2.3 and Section 2.4 and the other terms and conditions of this Agreement, MedImmune hereby grants to Licensee an exclusive (including with regard to MedImmune and its Affiliates) license, with the right to grant sublicenses in accordance with Section 2.3, under the Licensed Know-How, Licensed Patents, and MedImmune’s interest in Joint Inventions and Joint Patents, solely to Exploit the Licensed Compounds and Licensed Products in the Field in the Territory and for no other purpose; provided, however, that the license granted to Licensee in this Section 2.1 shall include each Additional Compound solely to the extent that Licensee complies with Section 2.4.4 with respect to such Additional Compound and only for as long as such Additional Compound is not an Excluded Compound. *** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], 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.
Grants to Licensee. Subject to Section 2.4, Section 5.2.1, Section 5.2.2, and the other terms and conditions of this Agreement, AbbVie hereby grants to Licensee an exclusive (including with regard to AbbVie and its Affiliates) license, with the right to grant sublicenses in accordance with Section 2.2, under the AbbVie Know-How, AbbVie Patents and AbbVie’s interest in the Joint IP, to Exploit the Licensed Compounds and Licensed Products in the Field in the Territory.
Grants to Licensee. Subject to Sections 2.2 (Sublicenses) and 2.3 (Retention of Rights; Limitations Applicable to License Grants) and the other terms and conditions of this Agreement, AstraZeneca hereby grants to Licensee:
2.1.1. an exclusive (even as to AstraZeneca and its Affiliates) license (or sublicense), with the right to grant sublicenses in accordance with Section 2.2 (Sublicenses), under the AstraZeneca Patents and the AstraZeneca Know-How, to Exploit the Licensed Compound and Licensed Products in the Field in the Territory; and
2.1.2. an exclusive (even as to AstraZeneca and its Affiliates) license and right of reference, with the right to grant sublicenses in accordance with Section 2.2 (Sublicenses), under the AstraZeneca Regulatory Documentation as reasonably necessary for purposes of Exploiting the Licensed Compound and Licensed Products in the Field in the Territory.
Grants to Licensee. Subject to Sections 2.2 and 2.3 and the other terms and conditions of this Agreement, AstraZeneca hereby grants to Licensee:
2.1.1 an exclusive (including with regard to AstraZeneca and its Affiliates) license (or sublicense), with the right to grant sublicenses in accordance with Section 2.2, under the AstraZeneca Patents and the AstraZeneca Know-How, to Exploit the Licensed Compound and Licensed Products in the Field in the Territory; and
2.1.2 an exclusive (including with regard to AstraZeneca and its Affiliates) license and right of reference, with the right to grant sublicenses and further rights of reference in accordance with Section 2.2, under the AstraZeneca Regulatory Documentation as necessary to Exploit the Licensed Compound and Licensed Products in the Field in the Territory.