ImClone Outlicense Sample Clauses

ImClone Outlicense. ImClone shall have a right to outlicense the Patents covering the Product to a Third Party subject to CombiChem's right to receive (a) royalties as provided in Section 8.4(b), and (b) additional payments ("Additional Payments") such that CombiChem has received, as of each Payment Date, the greater of (i) the cumulative amount due CombiChem by ImClone upon the attainment of the milestones set forth in Appendix B by ImClone' s licensee, or (ii) the cumulative amount equal to *** of the *** *** *** *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. *** *** but excluding, to the extent reasonable and customary, all *** *** (collectively, the royalties described in clause (a) and the payments described in clause (b) of this sentence, the "Payments") received by ImClone from such Third Party in connection with such license. The royalty Payments described in clause (a) of the preceding sentence shall be remitted to CombiChem within thirty (30) days after receipt by ImClone of such Payments from its licensee. The Additional Payments described in clause (b) of the preceding sentence shall be paid to CombiChem within thirty (30) days following each date (a "Payment Date") upon which any milestone designated in Appendix B is achieved and/or ImClone receives a payment (as described above) from its licensee. As an express condition of any such outlicense, any such licensee shall be required to agree in writing to be bound by royalty reporting and recordkeeping and inspection provisions consistent with those contained in this Agreement. In addition, CombiChem shall have the right to receive all audit reports relating to sales of Products of ImClone's licensees, and to cause ImClone or its successor to have an independent certified public accounting firm audit such licensees records on the same terms as those specified in Section 8.6. All payments shall be made by wire transfer to such bank account designated by CombiChem. Failure of such licensee to make any milestone or royalty payment in respect of such Product shall not relieve ImClone of its obligations to make royalty and milestone payments to CombiChem hereunder.
Sample 1Sample 2
AutoNDA by SimpleDocs
ImClone Outlicense. ImClone shall have a right to outlicense the Patents covering the Product to a Third Party subject to CombiChem's right to receive (a) royalties as provided in Section 8.4(b), and (b) additional payments ("Additional Payments") such that CombiChem has received, as of each Payment Date, the greater of (i) the cumulative amount due CombiChem by ImClone upon the attainment of the milestones set forth in Appendix B by ImClone' s licensee, or (ii) the cumulative amount equal to *** of the *** *** *** *** *** but excluding, to the extent reasonable and customary, all *** *** (collectively, the royalties described in clause (a and the payments described in clause (b) of this sentence, the "Payments") received by ImClone from such Third Party in connection with such license. The royalty Payments described in clause (a) of the preceding sentence shall be remitted to CombiChem within thirty (30) days after receipt by ImClone *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.
Sample 1
ImClone Outlicense. ImClone shall have a right to outlicense the Patents covering the Product to a Third Party subject to CombiChem's right to receive *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** ***. In addition, CombiChem shall have the right to receive all audit reports relating to sales of Products of ImClone's licensees, and to cause ImClone or its successor to have an independent certified public accounting firm audit such licensees records on the same terms as those specified in Section 8.6. All payments shall be made by wire transfer to such bank account designated by CombiChem. Failure of such licensee to make any milestone or royalty payment in respect of such Product shall not relieve ImClone of its obligations to make royalty and milestone payments to CombiChem hereunder. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the commission.
Sample 1

Related to ImClone Outlicense

  • Research License Each Collaborator shall allow the other Collaborator to practice any of its Non- Subject Inventions for the purpose of performing the Cooperative Work. No license, express or implied, for commercial application(s) is granted to either Collaborator in Non-Subject Inventions by performing the Cooperative Work. For commercial application(s) of Non-Subject Inventions, a license must be obtained from the owner.

  • Sublicense SONY shall be permitted to sublicense the rights ---------- granted in Section 2.1 only to: (a) wholly-owned subsidiaries of SONY; provided that SONY shall promptly notify LEXAR in writing of sublicenses granted to subsidiaries and SONY shall acknowledge responsibility for such subsidiary's compliance with the terms of this Lexar Technology License Agreement; and (b) any parties for the manufacture, use, offer for sale, import and sale of Host Devices and any components of Host Devices, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's sublicense rights under this Section 2.2(b) shall be contingent upon SONY entering into a written agreement with each sublicensee in the form of Exhibit C. SONY will provide LEXAR with a copy of each such --------- sublicense agreement immediately after execution thereof. Nothing in this Agreement shall be construed as permitting SONY to reveal LEXAR Confidential Information, as such term is defined in Section 6, to sublicensees under this Section 2.2(b). In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not have the right to sublicense the rights granted under this agreement. * Material has been omitted and filed separately with the Commission.

  • Commercialization License Subject to the terms of this Agreement, including without limitation Section 2.2 and Theravance's Co-Promotion rights in Section 5.3.2, Theravance hereby grants to GSK, and GSK accepts, an exclusive license under the Theravance Patents and Theravance Know-How to make, have made, use, sell, offer for sale and import Alliance Products in the Territory.

  • Developer License We grant you a non-assignable, non-sublicensable, non-exclusive, worldwide right and license for the number of Developer(s) indicated in the Order Form to install the Software on any number of Machines in order to internally use the Software to create, develop and test Applications. For clarity, a single Software license may be re-allocated to another Developer in the event that the original Developer is no longer employed by you or has been assigned to a new role where access to the Software will no longer be required on a permanent basis.

  • Licensee “Licensee” means the individual or company that has entered into an Agreement with the Embassy. “Offer” means a response to a solicitation that, if accepted, would bind the offeror to perform the resultant Agreement.

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

  • Site License We grant you a non-assignable, non-sublicensable, non-exclusive, worldwide right and license to internally use and install the Software on any number of Development Workstations, Machines, Servers or users at a single Site as listed in the Order Form for Commercial purposes.

  • End User License Agreement This work is licensed under a Creative Commons Attribution-NonCommercial-NoDerivs 3.0 Unported License. xxxx://xxxxxxxxxxxxxxx.xxx/licenses/by-nc-nd/3.0/ You are free to: Share: to copy, distribute and transmit the work Under the following conditions: Attribution: You must attribute the work in the manner specified by the author (but not in any way that suggests that they endorse you or your use of the work).

  • User License We grant you a non-assignable, non-sublicensable, non-exclusive, worldwide right and license to internally use and install the Software for the number of user(s) set forth in the Order Form for Commercial purposes.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!