In-License Agreements. 5.9.1 During the Term, neither Harpoon nor any of its Affiliates shall, [***], not to be unreasonably withheld, conditioned or delayed, enter into any agreement with a Third Party related to Information, Regulatory Documentation, materials, Patents, or other intellectual other property rights [***].
5.9.2 Following the License Option Exercise Closing Date, if [***] owned or controlled by a Third Party in a particular country or jurisdiction is necessary to Exploit a Licensed Compound or Licensed Product, AbbVie shall have the first right, but not the obligation, to negotiate and enter into an agreement with a Third Party in order to obtain a license or right under such Patent or intellectual property right. If AbbVie elects (in a written communication submitted to Harpoon) not to enter into any such agreement, Harpoon may enter into any such agreement. Notwithstanding the foregoing, if a [***] owned or controlled by a Third Party is [***] - 35 – [***], then [***] the costs associated with any such license to the Patent or other intellectual property right of such Third Party (“AbbVie [***] Rights”).
5.9.3 If Harpoon or any of its Affiliates, after the Effective Date, become a party to a license, sublicense or other agreement for [***], or as permitted in Sections 5.9.1 or 5.9.2, then Harpoon shall inform AbbVie and shall provide AbbVie with a copy of such license, sublicense, or other agreement (“Proposed Future In-Licensed Rights”). If AbbVie notifies Harpoon in writing within [***] after receipt of such copy that AbbVie wishes to receive a license or sublicense (as applicable) under, and be subject to the rights and obligations of, the Proposed Future In-Licensed Rights as they apply to AbbVie and this Agreement, then the Proposed Future In-Licensed Rights shall automatically be included in the Harpoon Patents and/or Harpoon Know-How (as applicable) hereunder and AbbVie agrees to abide by all applicable terms and conditions of such license, sublicense or other agreement, as it relates to AbbVie and this Agreement, including payment of any financial obligations based upon AbbVie’s practice of such intellectual property rights. Effective on and following the License Option Exercise Closing Date, AbbVie shall be solely responsible for payment of any financial obligations under [***], and any license, sublicense or other agreement AbbVie elects to enter into with a Third Party that grants rights to AbbVie in connection with the Manufacture of a Licensed Comp...
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. (a) Subject to Section 16.02 (Acquisitions): In the event that Agios or any of its Affiliates enters into an agreement with a Third Party after the Effective Date that Agios determines is necessary or reasonably useful for the Development or Commercialization of any Licensed Product in the Field in the Territory, or the Manufacture of the Licensed Compound, Ivosidenib Materials or Licensed Products, then Agios will promptly provide Licensee with notice and a copy of the applicable Third Party agreement. Within [**] following receipt of such notice, Licensee will decide, in its sole discretion, whether to accept the applicable Third Party agreement as an In-License Agreement, and provide notice of such decision to Agios. In such event, subject to Section 8.06(d), Licensee shall pay royalties for sales in the Territory in accordance with such In-License Agreement and the pro rata share of any other costs associated with such In-License Agreement to the extent that such costs apply to any Licensee Entity’s activities under this Agreement. In the event that Licensee declines to accept such Third Party agreement as an In-License Agreement, then (i) such Third Party agreement shall not be deemed to be an “In-License Agreement” hereunder and (ii) any rights granted to Agios under such Third Party agreement will not be deemed to be “Controlled” by Agios or licensed to Licensee under this Agreement. In the event that Licensee accepts such Third Party agreement as an In-License Agreement, such Third Party agreement will thereafter be included within the definition of “In-License Agreement,” and any rights granted to Agios under such In-License Agreement will be deemed to be “Controlled” by Agios and sublicensed to Licensee pursuant to the terms of this Agreement.
(b) Licensee acknowledges and agrees that certain of the rights, licenses and sublicenses granted by Agios 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 Agios 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 Agios and its Affiliates to comply with their obligations under each In-License Agreement, t...
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 [***] ([***]) 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 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
In-License Agreements. A. If Sxxxx or any of its Affiliates intends to negotiate with a Third Party at arms’ length to obtain a license to Infringed IP (an “In-License Agreement”), then Sxxxx shall promptly notify Everest and identify the relevant Third Party’s Infringed IP, with a copy to the JDC, and obtain Everest’s prior written consent before entering into any In-License Agreement. The applicable Third Party’s Infringed IP shall be included in the license granted to Everest under Section 3.1 (License to Everest) and considered Licensed Technology, respectively, only if Sxxxx discloses the substantive terms of the In-License Agreement to Everest, which Sxxxx hereby agrees to do, and Everest agrees in writing to (A) comply with all the relevant obligations of such In-License Agreement, and (B) pay [***]% of all upfront, milestone, royalty and other payments applicable to the Development, Manufacture or Commercialization of the Compound or any Licensed Product in the Licensed Field in the Territory; provided, however, that, such upfront, milestone, royalty and other payments should be (x) at fair market value for such a license in the Territory; and (y) directly attributable to the Development, Manufacture or Commercialization of the Compound or any Licensed Product in the Licensed Field in the Territory, or outside the Territory for use in the Territory, by Everest or any of its Affiliates or any Sublicensees. For the avoidance of doubt, if Everest reasonably determines that such Third Party’s Infringed IP under the In-License Agreement is not necessary for the Development, Manufacture or Commercialization of the Compound or any Licensed Product in the Licensed Field in the Territory, Everest has the right not to pay any costs associated with such In-License Agreement, in which case such Infringed IP shall not be included in the license granted to Everest under Section 3.1 (License to Everest) nor considered to be Licensed Technology.
B. Subject to Section 3.4(b)F (In-License Agreements) below, if Everest or any of its Affiliates or Sublicensees negotiates with a Third Party at arms’ length to obtain a license to Infringed IP, then Everest shall promptly notify Sxxxx and identify the relevant Third Party’s Infringed IP, with a copy to the JDC. The applicable Third Party’s Infringed IP shall be included in the license granted by Everest to Sxxxx under Section 3.2 (License to Sxxxx) and considered Everest Patents and Everest Know-How, respectively, only if Everest discloses the...
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) Coya 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). 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 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 3.3 in connection with Section 2 of the 2006 contract amendment) • Affimed is allowed to sublicense any patents to any third party (Section 3.2 in connect...
In-License Agreements. The Parties shall each be responsible for [***] of any royalties related to the sale of an Optioned Product or other payments with respect to Optioned Products due under any In-License Agreement to the extent provided in Sections 7.5.1, 7.5.2, or 9.4, as applicable. At Denali’s request, Takeda shall credit Denali’s portion of any such amount owed pursuant to this Section 8.7.5(e), and which is paid by Takeda, against any royalties payable to Denali pursuant to this Section 8.7.5. Takeda shall take such credit during any Calendar Quarter for which royalties are payable hereunder; provided, that in no event will such credit reduce such royalties for such Calendar Quarter and a Collaboration Program by more than [***]. Any share of Denali’s portion that remains uncredited due to the application of such floor may be carried forward to subsequent Calendar Quarters. *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.
