In-Licensed Technology Sample Clauses

In-Licensed Technology. After the Effective Date, if either Party, its Affiliates, or Sublicensees identify the need for, or are otherwise offered, a license, covenant not to xxx or similar rights to Third Party Patent Rights or Know-How that such Party or its Affiliates [***] believes are (a) [***] to avoid infringement or misappropriation of such Third Party Patent Right or Know-How based on the Development, Manufacture or Commercialization of the applicable Product or (b) [***] or [***] the Development, Manufacture or Commercialization of the applicable Product, prior to commencing negotiations or entering into an agreement with respect to any such Third Party license or covenant, such Party shall promptly notify the other Party. The Parties shall thereafter [***] the [***], regarding whether such Third Party Patent Rights or Know-How [***] or [***] the Development, Manufacturing and Commercialization of the Product. The Parties shall agree on which Party shall negotiate the license, including any associated Third Party Intellectual Property Payments, provided, however, that [***] license agreement shall be [***] with regard to such rights [***] the [***] or [***]. The Parties acknowledge that the lead Commercializing Party for a Product shall have the [***] to [***] to [***] from Third Parties [***] the [***] of such Product for [***] and the other Party will assist such lead Commercialization Party in [***] from such Third Parties. Any amounts owed under such a license agreement that is approved by the [***] based on the Development, Manufacture or Commercialization of the Product shall be Third Party Intellectual Property Payments.
Sample 1
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In-Licensed Technology. 5.5.1 After the Effective Date, if either Party or any of its Affiliates identifies the need for, or is otherwise offered, a license, covenant not to xxx or similar rights to any Third Party Patent Right or Know-How that such Party or its Affiliates in good faith believes is necessary or useful for the Development, Manufacture or Commercialization of Licensed Promoters (including as part of a Product) in the Licensed Field, then, prior to initiating discussions with any such Third Party with respect to any such license, covenant or right, such Party shall promptly notify the other Party, and the Parties shall promptly discuss in good faith and coordinate on obtaining such license, covenant or other right from such Third Party. If Parties mutually agree that such Third Party Patent Right or Know-How is [***], Spark, itself or through any of its Affiliates, shall have the first right to in-license, covenant for, or otherwise obtain such rights on a worldwide or country-by-country basis, [***]. If Parties mutually agree that such Third Party Patent Right or Know-How is [***], Senti, itself or through any of its Affiliates, shall have the first right to in-license such rights on a worldwide or country-by-country basis, [***]. If the Parties mutually agree that such Third Party Patent Right or Know-How is [***], either Party shall have the right to in-license, covenant for, or otherwise obtain rights to any such Third Party Patent Right or Know-How. For clarity, Senti, itself or through any of its Affiliates, shall have the right to in-license, covenant for, or otherwise obtain rights to any such Third Party Patent Right or Know-How that is [***] on a worldwide or country-by-country basis, [***].
Sample 1
In-Licensed Technology. After the Effective Date, if either Party, its Affiliates, or sublicensees identify the need for, or are otherwise offered, a license, covenant not to xxx or similar rights to Third Party Patent Rights or Know-How that such Party or its Affiliates in good faith believes are (a) necessary to avoid infringement or misappropriation of such Third Party Patent Right or Know-How based on the Development or Commercialization of the applicable Product or (b) necessary or useful for the Development or Commercialization of the applicable Product, prior to commencing negotiations or entering into an agreement with respect to any such Third Party license or covenant, such Party shall promptly notify the other Party. The Parties shall thereafter conduct good faith discussions, by way of the JSC, regarding whether such Third Party Patent Rights or Know-How are necessary or useful for the Development and Commercialization of the Product. The Parties shall agree on which Party shall negotiate the license, including any associated Third Party Payments, provided, however, that no definitive license agreement shall be signed by either Party with regard to such rights without the other Party’s written consent, which shall not be unreasonably withheld or delayed.
Sample 1
In-Licensed Technology. After the Effective Date, if either Party, its Affiliates, or Sublicensees identify the need for, or are otherwise offered, a license, covenant not to xxx or similar rights to Third Party Patent Rights or Know-How that such Party or its Affiliates [***] believes are (a) [***] or (b) [***].
Sample 1
In-Licensed Technology 
Sample 1

Related to In-Licensed Technology

  • 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.

  • 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.

  • 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.

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you. [ ] List here previous Inventions which you desire to have specifically excluded from the operation of this Agreement. Continue on reverse side if necessary.

  • Licensed Software Section 3.17(f).......................................27

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

  • Patent Rights The term “

  • 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.

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • Joint Technology The Parties agree that, in order to effectuate the provisions of Section 4.4.2, subject to any exclusive licenses granted hereunder, (a) the non-use provisions of this Article 9 shall not apply to each Party’s use of Joint Technology, and (b) each Party may disclose the Joint Technology to Third Parties who are under terms of confidentiality no less strict than those contained in this Agreement.

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