In-License Agreements. Any financial obligations arising under any CRISPR In-License Agreement or Vertex In-License Agreement as a result of the Development, Manufacture or Commercialization of any Product by either Party, its Affiliates and Sublicensees under this Agreement will be included in [***].
In-License Agreements. The licenses granted by MedImmune in Section 2.1 include sublicenses under the applicable license rights granted to MedImmune by Third Parties under the In-License Agreements, subject to this Section 2.3.2. Any sublicense with respect to Information or other Intellectual Property of a Third Party hereunder and any right of Licensee (if any) to grant a further sublicense thereunder, shall be subject and subordinate to the terms and conditions of the applicable In-License Agreement, under which such sublicense is granted and shall be effective solely to the extent permitted under the terms of such In-License Agreement. Without limitation of the foregoing, in the event and to the extent that any In-License Agreement requires that particular terms or conditions of such In-License Agreement be contained or incorporated in any agreement Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.
In-License Agreements. (a) Potential In-License Agreements. Subject to Section 17.02 (Acquisitions), in the event that Frequency or any of its Affiliates desires [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. to enter into a negotiation or an agreement with a Third Party after the Effective Date to obtain rights (other than rights in the Frequency Patent Rights) to any necessary or reasonably useful Third Party intellectual property rights for the Development, Manufacture or Commercialization of any Licensed Product in the Field in the Territory or any portion of the Astellas Territory (a “Potential In-License Agreement”), then Frequency will promptly provide Astellas with notice and the Parties shall discuss in good faith and jointly negotiate with such Third Party the terms and conditions of such Potential In-License Agreement. In the event that the Parties reach agreement on the terms and conditions of such Potential In-License Agreement, then upon execution of such agreement, such agreement shall become an In-License Agreement hereunder, and any rights granted to Frequency under such In-License Agreement will be deemed to be “Controlled” by Frequency and sublicensed to Astellas pursuant to the terms of this Agreement. In the event that the Parties are unable, despite using good faith efforts, to agree upon the terms and conditions of such Potential In-License Agreement after a reasonable period of time (but in no event, longer than [***] days), then (i) Frequency shall not enter into such agreement in any portion of the Astellas Territory (except to the extent that such agreement would not prevent Astellas from securing such rights directly from such Third Party in the Astellas Territory), (ii) any rights granted to Frequency under such Third Party agreement will not be deemed to be “Controlled” by Frequency or licensed to Astellas under this Agreement, and (iii) each Party shall have the right to enter into an agreement with such Third Party in its portion of the Territory.
In-License Agreements. [***] on case-by-case basis, Prothena shall (or shall cause its Affiliates to, as applicable) execute a written agreement, in a form reasonably acceptable to Celgene, with each Third Party that is a counterparty to the applicable In-License Agreement (each such counterparty, a “Prothena Licensor”) within [***] ([***]) days after the date of such request, pursuant to which (a) in the event of an early termination of such In-License Agreement, at the request of Celgene, such Prothena Licensor shall grant a direct license to Celgene with respect to the intellectual property licensed to Prothena under such In-License Agreement, on the same terms under which such Prothena Licensor grants such license to Prothena (or its Affiliate, as applicable) under such In-License Agreement, (b) such Prothena Licensor agrees to and acknowledges the rights granted to Celgene hereunder with respect to any intellectual property licensed to Prothena (or its Affiliate, as applicable) under such In-License Agreement, including the rights as set forth in this Section 8.3.3, and (c) [***].
In-License Agreements. The provisions of Section 5.6 of the Development License and Option Agreement shall apply mutatis mutandis to this Collaboration Agreement.
In-License Agreements. [***] on case-by-case basis, Prothena shall (or shall cause its Affiliates to, as applicable) execute a written agreement, in a form reasonably acceptable to Celgene, with each Third Party that is a counterparty to the applicable In-License Agreement (each such counterparty, a “Prothena Licensor”) within [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. [***] ([***]) days after the date of such request, pursuant to which (a) in the event of an early termination of such In-License Agreement, at the request of Celgene, such Prothena Licensor shall grant a direct license to Celgene with respect to the intellectual property licensed to Prothena under such In-License Agreement, on the same terms under which such Prothena Licensor grants such license to Prothena (or its Affiliate, as applicable) under such In-License Agreement, (b) such Prothena Licensor agrees to and acknowledges the rights granted to Celgene hereunder with respect to any intellectual property licensed to Prothena (or its Affiliate, as applicable) under such In-License Agreement, including the rights as set forth in this Section 8.3.3, and (c) [***].
In-License Agreements. Licensee acknowledges and agrees that certain of the rights, licenses and sublicenses granted by Tetraphase to Licensee in this Agreement (including any sublicense rights) are subject to the terms of the In-License Agreements and the rights granted to the Third Party counterparties thereunder, the scope of the licenses granted to Tetraphase or any applicable Affiliate thereunder and the rights retained by such Third Party counterparties and any other Third Parties (including Governmental Authorities) set forth therein. Licensee shall, and shall ensure that each Licensee Entity shall, perform and take such actions to allow Tetraphase and its Affiliates to comply with their obligations under each In-License Agreement, only to the extent applicable to Licensee’s rights or obligations under this Agreement, including Article 10 and Sections 4.2.3, 5.1 (first sentence only and solely with respect to the Development and Commercialization of Licensed Products in the Field in the Territory), 5.3, 6.3, 6.5, 7.1.1, 7.3, 9.1, and 12.2 of the Harvard Agreement as in effect on the Effective Date. Without limiting the foregoing, each Licensee Entity shall prepare and deliver to Tetraphase, or assist Tetraphase in preparing, any additional reports required under any In-License Agreement, in each case reasonably sufficiently in advance to enable Tetraphase and its Affiliates to comply with their obligations thereunder. Each Licensee Entity shall comply with each In-License Agreement. To the extent there is a conflict between the terms of any In-License Agreement and any rights granted to Licensee hereunder, the terms of the applicable In-License Agreement(s) shall control. Any breach by any Licensee Entity of any provision of any In-License Agreement applicable to any of them pursuant to this Section 2.05 (In-License Agreements) shall be deemed a material breach of this Agreement. To the extent permitted under the relevant In-License Agreement, Tetraphase shall provide Licensee with a copy of (a) any In-License Agreement executed after the Effective Date, promptly after Tetraphase identifies that such In-License Agreement is relevant to Licensee’s rights and obligations under this Agreement, and (b) any amendment to any In-License Agreement previously provided to Licensee, promptly after such amendment is executed.
In-License Agreements. If ARScience Bio or any of its Affiliates intends to become a party to a license, sublicense or other agreement pursuant to which it obtains additional rights to any Know-How or Patent Rights that would be included in the ARScience Bio Technology if Controlled by ARScience Bio, then (a) ARScience Bio shall use commercially reasonable efforts to ensure that rights to such Know-How or Patent Rights are licensable or sublicensable to Coya and (b) ARScience Bio shall inform Coya and provide Coya with such license, sublicense, or other agreement, subject to redaction of terms that are competitively sensitive and do not relate to any rights or obligations that would be applicable to Coya as a licensee or sublicensee (“Proposed In-Licensed Rights”) promptly following execution of such agreement. If Coya notifies ARScience Bio in writing that it wishes to have such Proposed In- Licensed Rights be included in the ARScience Bio Technology and to be bound by any obligations that are required to be applied to Coya as a licensee or sublicensee of such Proposed In-Licensed Rights, then (i) the Proposed In-Licensed Rights shall automatically be included in the ARScience Bio Technology hereunder, (ii) Cxxx agrees to abide by all applicable terms and conditions of such license, sublicense or other agreement, as it relates to Coya as a licensee or sublicensee thereunder, (iii) Coya will be responsible for any payments under such license, sublicense or other agreement that become payable as a result of Coya’s activities under this Agreement, and (iv) such license, sublicense or other agreement shall be an “In-License Agreement” hereunder. Otherwise, notwithstanding anything to the contrary in this Agreement, the Proposed In-Licensed Rights will not be included within the ARScience Bio Know-How or ARScience Bio Patents and such license, sublicense or other agreement shall not be an “In- License Agreement” hereunder.
In-License Agreements. The TandAb Technology was developed under patents, as listed below, licensed from Deutsches Krebsforschungszentrum, Heidelberg, (DKFZ) under a License Agreement concluded between Affimed and DKFZ on March 8, 2001 (as amended by (i) a Memorandum of Clarification of July 26, 2004 and (ii) an amendment agreement concluded on June 7/13, 2006). In-licensed patents of DKFZ: TandAb Patentfamily “Multivalent antibody constructs” Priority Date: May 5, 1998 (DE 198 19 846.9) Patent Term: May 5, 2019 Granted in: Europe (EP 1 078 004: AT, BE, CH/LI, DE, DK, FR, GB, IT ES, NL, SE) USA (US 7,129,330) Japan (JP 0000000) Australia (AU 0000000000) Canada (CA 2331641) Pending: Germany (national application; Status: 1st Office Action replied) USA (divisional application; status: ready for allowance) Application discloses bivalent (single-chain diabodies) and tetravalent (TandAb) Fv antibody constructs. The constructs can be monospecific, bispecific or multispecific. Each Fv monomer comprises four variable domains linked by linkers 1, 2 and 3. The outer linkers 1 and 3 are “short”, i.e. have a length of 0-10 aa. The middle linker is “long”, i.e. 11-20 aa, in the case of the bivalent single-chain diabody or “short”, i.e. 3-10 aa, in the case of tetravalent TandAb. The general diagnostic and therapeutic use, in particular for viral, bacterial or tumoral disease is mentioned (without data). CD3xCD19 TandAb and single-chain diabody are exemplified. Country Status Filing Date Applic./Patent No. Germany Pending 1st Office Action replied May 5, 1998 198 19 846.9 Europe nationalized in AT,BE,CH,DK,FR, DE,GB,IT,ES, NL,SE Granted 31.10.07 May 5, 1999 99 932 626.7 EP 1 078 004 May 5, 2019 USA Granted 31.10.06 May 5, 1999 09/674 794 7,129,330 2nd US-Contin. Monovalent TandAb Allowed 06.02.09 12/367,219 Japan Granted 01.12.2009 May 5, 1999 2000-547118 JP4431277 Australia Granted 20.12.2007 May 5, 1999 0000000000 Canada Pending May 5, 1999 2 331 641 CONFIDENTIAL Overview of Affimed License Agreement on in-licensed patents of DKFZ: Affimed’s main rights and obligations under the License Agreement concluded with DKFZ are as follows: • Affimed is granted a worldwide exclusive license under the licensed patents to make, have made, use, sell and have sold any product or practice any service (Sections 2.1 and 2.2) • Affimed to pay to DKFZ a royalty of Affimed’s net sales of products or services until the expiration of 2 years following the expiration of the licensed patent(s) (Sections 3.1 and 3...
In-License Agreements. (i) Except as set forth on Schedule 2.1.5(a)(i), as of the Effective Date, Arvinas is not a party to any In-License Agreement for Know-How or Patents included within the Arvinas Background IP existing as of the Effective Date (the “Existing Arvinas In-License Agreements”).
