In-Licensed IP Sample Clauses

In-Licensed IP. Third-Party In-Licensed IP. To the extent any software or intellectual property is provided as part of, or used to perform, any Service or Expense Activity and is licensed to Merck or any of its Affiliates by a Third Party (“In-Licensed IP”) pursuant to a contract to which such Third Party and Merck (or its Affiliate) are parties (a “Third Party In-License”), then: (i) to the extent the terms of such Third Party In-License are provided to or communicated to Organon or its Affiliates, Organon shall, and shall ensure its Affiliates, comply with the applicable obligations and other terms and restrictions of such Third Party In-License, (ii) Organon and its Affiliates shall only use the In-Licensed IP to the extent necessary in accordance with this Agreement, and (iii) Merck makes no representations or warranties of any kind with respect to the In-Licensed IP and shall have no liability with respect to such In-Licensed IP other than to use Commercially Reasonable Efforts to pass through to Organon and its Affiliates any rights and benefits under the Third Party In-License. Except as otherwise set out in this Agreement, Merck does not (and does not purport to) assign or grant any rights or licenses in the In-Licensed IP to Organon or its Affiliates and any proprietary rights vesting in the same shall continue to be held by the applicable Third Party or its licensors. If Organon or any of its Affiliates materially breaches the terms of a Third Party In-License, then Merck may, upon written notice to Organon and without liability to Merck or any of its Affiliates, suspend or terminate Organon’s or its Affiliates’ access to the applicable In-Licensed IP that is the subject of such Third Party In-License.
Sample 1
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In-Licensed IP. In the event that the Development, Manufacture, or Commercialization of the Collaboration Products in accordance with this Agreement requires a Party to obtain the consent of a Third Party to grant a sublicense to the other Party under any Patent Rights or Know-How that would, but for the absence of such consent, be included in the AskBio Core Technology or Selecta Core Technology, as applicable, (a) AskBio will use Commercially Reasonable Efforts to obtain any such consent necessary to include such Patent Rights or Know-How within the AskBio Core Technology and (b) Selecta will use Commercially Reasonable Efforts to obtain any such consent necessary to include such Patent Rights or Know-How within the Selecta Core Technology, promptly upon request by the other Party.
Sample 1
In-Licensed IP. During the Term, if Xxxxx obtains or wishes to obtain a license from a Third Party that gives or would give Senti Control of any Patent or Know-How that may be necessary for Xxxxxx to conduct the Research Activities or the IIT in the Territory (such Patent or Know-How, collectively, “In-Licensed IP”), then Senti shall provide Xxxxxx with written notice of such In-Licensed IP and additional information regarding such In-Licensed IP that Xxxxxx may reasonably request. If Senti obtains a license under such In-Licensed IP and Xxxxxx elects to obtain a sublicense to such In-Licensed IP, the Parties shall work together in good faith to amend (a) this Agreement to address the terms under which Senti would grant a sublicense under the In-Licensed IP to Xxxxxx for the purpose of performing the Research Activities and the IIT in the Territory and (b) Exhibit B to address the terms under which the In-Licensed IP would be sublicensed to Xxxxxx pursuant to the License Agreement, which shall include an increase to the financials (such increase, if any, “Third Party License Expenses”) solely to cover (i) [*], (ii) [*] and (iii) [*]. In the event that Xxxxxx obtains (A) a sublicense to particular In-Licensed IP during the Term of this Agreement pursuant to this Section 6.4, (B) makes any Third Party License Expenses payments to Senti, and (C) does not exercise its Option during the Option Period or timely exercises its Option but the Parties do not enter into a License Agreement before the end of the Negotiation Period, then following the end of the Option Period or Negotiation Period (as applicable), Celest’s sublicense to such In-Licensed IP and obligation to pay such Third Party License Expenses shall immediately terminate and Senti shall reimburse Xxxxxx for (1) if Xxxxxx did not exercise its Option, [*] of such Third Party License Expenses payments made by Xxxxxx as described in subsection (B) of this Section 6.4 or (2) if Xxxxxx timely exercised its Option but the Parties do not enter into a License Agreement before the end of the Negotiation Period, [*] such Third Party License Expenses payments made by Xxxxxx as described in subsection (B) of this Section 6.4. For clarity, upon Xxxxxx’s request and subject to Senti obtaining the prior written approval from the [*] (defined below), Senti shall grant a sublicense to Xxxxxx under the intellectual property rights licensed pursuant to the [*] for the purpose of performing the Research Activities and the IIT in the Terr...
Sample 1

Related to In-Licensed IP

  • Licensed Technology The term "Licensed Technology" shall mean the ------------------- Licensed Patents, plus all improvements thereto developed by Licensor, and all related data, know-how and technology.

  • Licensed Patents Immune Design, at its expense, shall have the first right to file, prosecute and maintain all Licensed Patents for which Immune Design has any exclusive rights under this Agreement using patent counsel reasonably approved by IDRI, including conducting any interferences, reexaminations, reissues, oppositions, or request for patent term extension relating thereto. Immune Design shall conduct such filing, prosecution and maintenance in good faith, taking into consideration IDRI’s retained rights hereunder, and consistent with reasonable business judgment, provide IDRI with all relevant or material documentation and proposed filing in the Territory so that IDRI may be concurrently and promptly informed of the continuing prosecution, and consult with IDRI with regards to Immune Design’s patent strategy with the Licensed Patents for which Immune Design has any exclusive rights under this Agreement. Licensed Patents in the name of IDRI shall remain in the name of IDRI. Immune Design shall use commercially reasonable efforts to ***, as applicable. To the extent such ***, Immune Design shall provide IDRI reasonable opportunity to review and comment on such prosecution efforts regarding such Licensed Patents in the Territory, and any IDRI comments will be reasonably considered in such prosecution efforts, and included to the extent affecting the IDRI Exclusive Field or IDRI Territory, as the case may be. If Immune Design determines in its sole discretion to abandon or not maintain any Licensed Patent for which Immune Design has any exclusive rights under this Agreement in the Territory, then Immune Design shall promptly provide IDRI with written notice of such determination at least sixty (60) days before any deadline for taking action to avoid abandonment and shall provide IDRI with the right, opportunity and reasonable assistance to prepare, file, prosecute and maintain such Licensed Patent in the applicable jurisdiction in IDRI’s sole discretion and at IDRI’s expense, provided that Immune Design shall provide such reasonable assistance at its *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. own costs and expenses. If IDRI elects to prepare, file, prosecute and maintain such Licensed Patent in such jurisdiction for which Immune Design has any exclusive rights, then Immune Design’s license rights to such Licensed Patent in such country will become nonexclusive in such country under such Licensed Patent (and/or patent application). If IDRI desires Immune Design to file, in a particular jurisdiction, a Licensed Patent for which Immune Design has any exclusive rights under this Agreement that claims priority to another Licensed Patent for which Immune Design has any exclusive rights under this Agreement, IDRI shall provide written notice to Immune Design requesting that Immune Design file such patent application in such jurisdiction. If IDRI provides such written notice to Immune Design, Immune Design shall either (i) file and prosecute such patent application and maintain any patent issuing thereon in such jurisdiction and the Parties shall share the related costs and expenses (A) in countries *** on the basis of *** percent (***%) Immune Design: *** percent (***%) IDRI or (B) in countries within the IDRI Territory equally; or (ii) notify IDRI that Immune Design does not desire to file such patent application in such jurisdiction and provide IDRI with the opportunity to file and prosecute such patent application, provided that if IDRI files and prosecutes such patent application in such jurisdiction, then Immune Design’s license rights to such License Patent in such country will become nonexclusive in such country under such Licensed GLA Patent (and/or patent application). Immune Design shall be responsible for the costs and expenses incurred in connection with its own activities for filing, prosecuting and maintaining the Licensed Patents; IDRI shall be responsible for monitoring of such activities by IDRI.

  • Licensed Patent Rights The term “Licensed Patent Rights” shall mean rights arising out of or resulting from:

  • Licensed Intellectual Property Section 3.17(h)(vi)...................................29

  • Third Party Patent Rights If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one or more claims that Cover the Compound or Product, or the use, sale, offer for sale or importation of the Compound or Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.6, in which case the provisions of Section 7.6 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention shall have the exclusive right, but not the obligation, to bring, at its own expense and in its sole control, such action in the Territory. If Provention does not bring such an action in the Territory, within ninety (90) days of notification thereof pursuant to this Section 7.7(a) (or earlier, if required by the nature of the proceeding), MacroGenics shall have the right, but not the obligation, to bring, at MacroGenics’ own expense, such action. The Party not bringing an action under this Section 7.7(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s expenses in such action, and any remaining amounts shall be allocated between the Parties as provided in Section 7.5(e).

  • Third Party Technology The assignment of any applicable license agreements with respect to Third Party Technology are set forth in the General Assignment and Assumption Agreement.

  • Third Party Patents If any Third Party claims that a patent it owns or controls claims any aspect of a Licensed Product or its manufacture, use or sale, the Party with notice of such claim shall notify the other Party promptly, and the Parties shall as soon as practicable thereafter discuss in good faith regarding the best response.

  • Patent Rights The term “

  • Research Licenses The Parties shall, and do hereby grant to each other all required licenses (on a non-exclusive, non-sublicenseable, royalty-free, for research and development purposes only basis) in respect of an individual Party’s Intellectual Property necessary for the other Party to conduct the activities contemplated hereunder this Agreement.

  • Research License Following Selection of each CGI Antigen (or exercise of a Buy-In Right for each CGI Antigen) and subject to the terms and conditions of this Agreement, ABX agrees to grant, and hereby grants, to CGI a nonexclusive sublicense under the Licensed Technology to develop, make, have made, use, import or export or otherwise transfer physical possession of (but not to sell, lease, offer to sell or lease, or otherwise transfer title to) Covered Products related to such CGI Antigen and cells that express or secrete Antibodies to such CGI Antigen, in each case solely for purposes relating to or in connection with research or development (i) of Covered Products for use in the field of Gene Therapy or (ii) involving Genetic Material when used with viral or nonviral gene transfer systems. CGI shall have the right to sublicense the rights granted under this Section 2.5 upon the approval of ABX, which approval shall not be unreasonably withheld. In the event that ABX refuses to approve such a sublicense, ABX shall, to the extent that ABX has the right to do so, grant at CGI's request a nonexclusive sublicense of such rights directly to a non-Affiliate third party designated by CGI on terms and conditions substantially identical to the applicable terms and conditions of this Agreement. The sublicense granted by ABX under this Section 2.5 with respect to a CGI Antigen (and the further sublicenses, if any, granted by CGI under this Section 2.5 with respect to such CGI Antigen) shall terminate at such time as (A) CGI sends ABX an Abandonment Notice pursuant to Section 2.4.1 above regarding such CGI Antigen or (B) CGI enters into a CGI Product Sublicense related to such CGI Antigen; provided, however, that termination of a sublicense under this Section 2.5 with respect to a CGI Antigen pursuant to (B) above shall not affect the duration or survival of a grant of similar rights or sublicense under the CGI Product Sublicense with respect to such CGI Antigen, which rights or sublicense shall terminate or expire only in accordance with the terms of such CGI Product Sublicense. In the event that ABX enters into a Product Sublicense with respect to a CGI Antigen and CGI has not within six (6) months thereafter entered into a CGI Product Sublicense with respect to such CGI Antigen, the sublicense granted under this Section 2.5 with respect to such CGI Antigen shall terminate. It is understood and agreed that (x) as to ABX-Controlled Rights, the grant of rights under this Section 2.5 shall be subject to and limited in all respects by the terms of the applicable ABX In-License(s) pursuant to which such ABX-Controlled Rights were granted to ABX and (y) the rights and sublicenses granted to CGI under this Section 2.5 or any other provision of this Agreement shall be subject in all respects to the GenPharm Cross License.

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