Harvard License Sample Clauses
Harvard License. Notwithstanding Section 7.4, (a) Biogen Idec acknowledges and agrees that certain of the Patent Rights included in the Licensed Patents (the “Harvard Patent Rights”) are licensed to PTI by President and Fellows of Harvard College (“Harvard”) pursuant to an Amended and Restated License Agreement between PTI and Harvard dated as of December 5, 2013 (the “Harvard License”), a copy of which has been provided to Biogen Idec, (b) Biogen Idec acknowledges and agrees that its rights and licenses hereunder with respect to the Harvard Patent Rights are subject to the terms and conditions of the Harvard License. Without limiting the CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. generality of the foregoing, Biogen Idec acknowledges and agrees that in the event of termination of any license under Section 2.1 of the Harvard License (in whole or in part (e.g., termination in a particular country)), any sublicense in this Agreement under such license shall terminate to the extent of such terminated license, except to the extent otherwise provided in Section 10.3.1 of the Harvard License. PTI acknowledges that PTI is solely responsible for complying with all its obligations under the Harvard License.
Harvard License. (i) ALSE represents and warrants that (A) it has not been served with and has not received any notice of any threatened complaint, claim, judgment or settlement relating to the breach by ALSE of any license agreement with any Third Party (including the Harvard License) necessary to Control the Licensed Intellectual Property licensed to NAVB hereunder, and (B) as of the Effective Date, neither Harvard University nor ALSE is in default with respect to a material obligation under, and neither of such parties has claimed or has grounds upon which to claim that the other party is in default with respect to a material obligation under, the Harvard License.
(ii) ALSE covenants that (A) during the term of this Agreement and to the extent applicable to the Licensed Intellectual Property, ALSE shall keep the Harvard License in full force and effect and shall not take or fail to take any action that violates the terms of the Harvard License, (B) during the term of this Agreement ALSE shall not enter into any subsequent agreement with Harvard University without the consent of NAVB that modifies or amends the Harvard License, (C) ALSE shall immediately notify NAVB in writing in the event ALSE becomes aware of, or receives any notice from Harvard University with respect to, any breach or alleged breach of the Harvard License by ALSE, and NAVB shall have the right (but not obligation) to cure or otherwise resolve on behalf of ALSE any such breach, and NAVB shall have the right to off-set any and all payments made by NAVB to cure or resolve such breach against payments due to ALSE hereunder, and [*].