Licences. 4.1 Lonza hereby grants to Licensee a world-wide non-exclusive licence (with the right to sublicense, subject to Clause 4.3 below) under the System Know-How and Patent Rights to use, develop, manufacture, market, sell, offer for sale, distribute, import and export Product in the Territory. 4.2 Save as expressly provided by Clause 2.2 above, the Licensee hereby undertakes not to make any modifications or adaptations to the System during the subsistence of this Agreement. 4.3 Subject to the provisions of this Clause 4.3, Licensee shall be entitled to grant a sublicence to the rights granted by Clause 4.1 to any one or more third parties for the purposes of any such third party producing Product for Licensee provided always: 4.3.1 Licensee shall ensure such sublicensee’s use of the System, the Intellectual Property and the Product is undertaken solely for the purpose of establishing a manufacturing process for Product, or producing Product, for Licensee; and 4.3.2 The sublicensee shall not, by virtue of this Agreement, be granted any right or licence, either express or implied, under any patent or proprietary right vested in Lonza or otherwise, to use the System, the Intellectual Property or the Product other than for the purposes of establishing a manufacturing Process for Product or producing Product for Licensee and Licensee agrees to ensure that such sublicensee shall not assign, transfer, further sublicense or otherwise make over the benefit or the burden of the rights granted to it pursuant to this Agreement; and 4.3.3 Any sublicence granted shall be expressly subject and subordinate to the terms of this Agreement, and it shall be Licensee’s responsibility to ensure the strict adherence by any sublicensee hereunder to the terms and conditions of this Agreement; and 4.3.4 Prior to the grant of any sublicence pursuant to this Clause 4 Licensee shall obtain the written consent of Lonza (such consent not to be unreasonably withheld), to the grant of such sublicence. 4.4 If, on a country-by-country basis, any granted patents that form part of the Patent Rights (including any re-issued patents and unexpired patents), subsequently expire or no longer contain a Valid Claim such Patent Rights shall automatically fall outside the scope of this Agreement and the provisions of Clauses 4.1 to 4.3 shall only apply, with respect to granted patents, to those granted patents which contain a Valid Claim and form part of the Patents Rights for as long as those granted patents remain in force. 4.5 On a country-by-country basis, where no Valid Claims within the Patent Rights remain in force, the provisions of Clauses 4.1 to 4.3 shall only apply for as long as the System Know-How remains secret and substantial.
Appears in 3 contracts
Samples: License Agreement (Tracon Pharmaceuticals, Inc.), License Agreement (Tracon Pharmaceuticals Inc), License Agreement (Tracon Pharmaceuticals Inc)
Licences. 4.1 Lonza hereby 2.1 MRC grants to Licensee a RIB-X the exclusive, perpetual, world-wide non-exclusive right and licence (with the right to sublicense, subject to Clause 4.3 below) under the System Know-How and Licensed Patent Rights and Licensed Know How to develop, make, have made, use, developlease, manufactureimport, market, sell, offer to sell, have sold or otherwise dispose of Product. For the avoidance of doubt, the rights granted by MRC in this Agreement are granted only to RIB-X and its sub licensees as per Clause 2.2 and do not extend to Affiliates of RIB-X.
2.2 RIB-X may sub-licence to a third party (including an Affiliate) the rights granted to it under Clause 2.1 but only on such terms and conditions mutatis mutandis as those set out in this Agreement and which are applicable to such sub-licensees. In the case of any sub-licence granted by RIB-X to an Affiliate such sub-licence shall not be treated as such for sale, distribute, import the purpose of calculating payments due to MRC and export Product in the Territorynet sales of such Affiliate shall be treated as Net Sales.
4.2 Save as expressly provided 2.3 RIB-X shall be responsible to MRC for the acts and omissions of any sub-licensee of RIB-X and for the acts and omissions of any sub-licensee (whether direct or indirect) of a sub-licensee of RIB-X. For the avoidance of doubt the grant of a sub-licence by Clause 2.2 above, the Licensee hereby undertakes RIB-X of rights granted to RIB-X under this Agreement shall not to make relieve RIB-X of any modifications or adaptations to the System during the subsistence of its obligations under this Agreement.
4.3 Subject 2.4 As soon as reasonably practicable following the Commencement Date MRC shall disclose and make available to RIB-X Documents containing the provisions Licensed Know How and facilitate the transfer of such Know How. Any such Licensed Know How will be reduced to writing and made a part of this Clause 4.3, Licensee Agreement in Schedule 3.
2.5 MRC shall promptly at RIB-X’s cost and expense execute or procure the execution of all such deeds and documents as may be entitled necessary or desirable to grant a sublicence to the rights granted by Clause 4.1 to record any one or more third parties for the purposes of any such third party producing Product for Licensee provided always:
4.3.1 Licensee shall ensure such sublicensee’s use of the System, the Intellectual Property and the Product is undertaken solely for the purpose of establishing a manufacturing process for Product, or producing Product, for Licensee; and
4.3.2 The sublicensee shall not, by virtue of this Agreement, be granted any right or licence, either express or implied, under any patent or proprietary right vested in Lonza or otherwise, to use the System, the Intellectual Property or the Product other than for the purposes of
establishing a manufacturing Process for Product or producing Product for Licensee and Licensee agrees to ensure that such sublicensee shall not assign, transfer, further sublicense or otherwise make over the benefit or the burden of the rights granted to it RIB-X under this Agreement with any patent registry. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to this Agreement; and
4.3.3 Any sublicence granted shall be expressly subject and subordinate to the terms of this Agreement, and it shall be LicenseeRegistrant’s responsibility to ensure the strict adherence by any sublicensee hereunder to the terms and conditions of this Agreement; and
4.3.4 Prior to the grant of any sublicence application requesting confidential treatment pursuant to this Clause 4 Licensee shall obtain the written consent of Lonza (such consent not to be unreasonably withheld), to the grant of such sublicence.
4.4 If, on a country-by-country basis, any granted patents that form part Rule 406 of the Patent Rights (including any re-issued patents and unexpired patents)Securities Act of 1933, subsequently expire or no longer contain a Valid Claim such Patent Rights shall automatically fall outside the scope of this Agreement and the provisions of Clauses 4.1 to 4.3 shall only apply, with respect to granted patents, to those granted patents which contain a Valid Claim and form part of the Patents Rights for as long as those granted patents remain in forceamended.
4.5 On a country-by-country basis, where no Valid Claims within the Patent Rights remain in force, the provisions of Clauses 4.1 to 4.3 shall only apply for as long as the System Know-How remains secret and substantial.
Appears in 2 contracts
Samples: License Agreement (Rib-X Pharmaceuticals, Inc.), License Agreement (Rib-X Pharmaceuticals, Inc.)
Licences. 4.1 Lonza hereby grants to Licensee on the Effective Date a world-wide non-exclusive licence under the System Know-How, CDACF Version 8 Know-How, and the Patent Rights (with the right to sublicensesublicence, subject to Clause 4.3 below) under the System Know-How and Patent Rights below to use, test, develop, manufacture, market, sell, offer for sale, distribute, import and export Product in the TerritoryTerritory (“Commercial Activities”). * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
4.2 Save as expressly provided by Clause 2.2 2.4 above, the Licensee hereby undertakes not to make any modifications or adaptations to the System and the CDACF Version 8 System during the subsistence of this Agreement. For the avoidance of doubt, Licensee is not prevented from adding any materials to the System.
4.3 Subject to the provisions of this Clause 4.3, Licensee shall be entitled to grant a sublicence to the rights granted by Clause 4.1 to (i) any one or more third parties Competing Contract Manufacturers solely for the purposes of any such third party Competing Contract Manufacturer producing Product for Licensee Licensee, and (ii) to Licensee’s Affiliates and Strategic Partners solely for Commercial Activities provided always:
4.3.1 Licensee shall ensure such sublicenseeSublicensee’s use of the System, the CDACF Version 8 System, Lonza’s Intellectual Property Rights and the Product is undertaken solely for the purpose of establishing a manufacturing process for Product, or producing Productundertaking Commercial Activities, for or on behalf of Licensee; and
4.3.2 The sublicensee Sublicensee shall not, by virtue of this Agreement, be granted any right or licence, either express or implied, under any patent or proprietary right vested in Lonza or otherwise, to use the System, the CDACF Version 8 System, Lonza’s Intellectual Property Rights or the Product other than for the purposes of
establishing a manufacturing Process undertaking Commercial Activities for Product or producing Product for on behalf of Licensee and Licensee agrees to ensure that such sublicensee Sublicensee shall not assign, transfer, further sublicense or otherwise make over the benefit or the burden of the rights granted to it pursuant to this AgreementAgreement without the prior written consent of Lonza; and
4.3.3 Any sublicence granted shall be granted expressly subject and subordinate to the terms of this Agreement, and it shall be Licensee’s responsibility to ensure the strict adherence by any sublicensee Sublicensee hereunder to the terms and conditions of this Agreement; and
4.3.4 Prior to the grant of any sublicence pursuant to this Clause 4 4, Licensee shall obtain the written consent of Lonza (such consent not to be unreasonably withheld, conditioned or delayed), to the grant of such sublicence.. It is agreed between the Parties that Lonza shall be considered to be reasonably withholding its consent if it holds commercial concerns as to protection of its Intellectual Property Rights and confidentiality should Lonza’s Intellectual Property Rights be licensed to the proposed Sublicensee, and Lonza shall provide Licensee with reasonable evidence of such concerns; and
4.4 If, on a country-by-country basis, any granted patents that form part of the Patent Rights (including any re-issued patents and unexpired patents), subsequently expire or no longer contain a Valid Claim such Patent Rights shall automatically fall outside the scope of this Agreement and the provisions of Clauses 4.1 to 4.3 shall only apply, with respect to granted patents, to those granted patents which contain a Valid Claim and form part of the Patents Rights for as long as those granted patents remain in force. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
4.5 On Notwithstanding clause 4.4, on a country-by-country basis, where no Valid Claims within the Patent Rights remain Claimremains in force, the provisions of Clauses 4.1 to 4.3 shall only apply for as long as the System Know-How remains and CDACF Version 8 Know-How (as appropriate) remain secret and substantial.
4.6 No licence is granted save as expressly provided herein and no licence in addition thereto shall be deemed to have arisen or be implied by way of estoppel or otherwise.
4.7 This Agreement does not limit the rights of Licensee to exercise its rights in, license, sublicense, assign or otherwise transfer its own Intellectual Property Rights in its sole discretion to any Third Party; provided, however, that in order for a Strategic Partner to use the System, CDACF Version 8 System, Cell Lines and/or Vectors for Commercial Activities, such Strategic Partner must obtain a sublicence from Licensee in accordance with this Section 4.
Appears in 2 contracts
Samples: Licence Agreement (Leap Therapeutics, Inc.), Licence Agreement (Leap Therapeutics, Inc.)
Licences. 4.1 Lonza Biologics hereby grants to Licensee a world-wide non-exclusive licence (with the right to sublicense, subject to Clause 4.3 below) under the System Know-How and Patent Rights Intellectual Property to use, develop, manufacture, market, sell, offer for sale, distribute, import market and export sell Product in the TerritoryTerritory save as provided by Clause 4.3 below, there shall be no right to sublicense the rights granted hereunder.
4.2 Save as expressly provided by Clause 2.2 2 above, the Licensee hereby undertakes not to make any modifications or adaptations to the System Materials or the Cell Lines during the subsistence of this Agreement.
4.3 Subject to the provisions of this Clause 4.3, Licensee shall be entitled to grant a sublicence to the rights granted by Clause 4.1 to any one or more a third parties party for the purposes of any such that third party producing Product for Licensee provided always:
4.3.1 Licensee shall ensure such sublicensee’s 's use of the SystemMaterials, the Cell Lines, the Intellectual Property and the Product is undertaken solely for the purpose of establishing a manufacturing process for Product, or producing Product, for Licensee; and
4.3.2 The sublicensee shall not, by virtue of this Agreement, be granted any right or licence, either express or implied, under any patent or proprietary right vested in Lonza Biologics or otherwise, to use the SystemMaterials, the Intellectual Property or the Product other than for the purposes of
of establishing a manufacturing Process for Product or producing Product for Licensee and Licensee agrees to ensure that such sublicensee shall not assign, transfer, further sublicense or otherwise make over the benefit or the burden of the rights granted to it pursuant to this Agreement; and
4.3.3 Any sublicence granted shall be expressly subject and subordinate to the terms of this Agreement, and it shall be Licensee’s 's responsibility to ensure the strict adherence by any sublicensee hereunder to the terms and conditions of this Agreement; and
4.3.4 Prior to Promptly following the grant of any sublicence sublicensee pursuant to this Clause 4 4, Licensee shall obtain the written consent of Lonza (such consent not to be unreasonably withheld), to the grant of such sublicence.
4.4 If, on a country-by-country basis, any granted patents that form part notify Biologics of the Patent Rights (including any re-issued patents identity of the sublicensee and unexpired patents), subsequently expire or no longer contain a Valid Claim such Patent Rights shall automatically fall outside confirm it has complied with the scope requirements of this Agreement and the provisions of Clauses 4.1 to Clause 4.3 shall only apply, with in respect to granted patents, to those granted patents which contain a Valid Claim and form part of the Patents Rights for as long as those granted patents remain in forcesame.
4.5 On a country-by-country basis, where no Valid Claims within the Patent Rights remain in force, the provisions of Clauses 4.1 to 4.3 shall only apply for as long as the System Know-How remains secret and substantial.
Appears in 2 contracts
Samples: Licence Agreement (Inhibitex Inc), Licence Agreement (Inhibitex Inc)
Licences. 4.1 Lonza hereby grants to Licensee a world-wide non-exclusive licence (with the right to sublicense, subject to Clause 4.3 below) under the System Know-How and Patent Rights to use, develop, manufacture, market, sell, offer for sale, distribute, import and export Product in the Territory.
4.2 Save as expressly provided by Clause 2.2 above, the Licensee hereby undertakes not to make any modifications or adaptations to the System during the subsistence of this Agreement.
4.3 Subject to the provisions of this Clause 4.3, Licensee shall be entitled to grant a sublicence to the rights granted by Clause 4.1 to any one or more third parties for the purposes of any such third party producing Product for Licensee provided always:
4.3.1 Licensee shall ensure such sublicenseeSublicensee’s use of the System, the Intellectual Property and the Product is undertaken solely for the purpose of establishing a manufacturing process for Product, or producing Product, for Licensee; and
4.3.2 The sublicensee Sublicensee shall not, by virtue of this Agreement, be granted any right or licence, either express or implied, under any patent or proprietary right vested in Lonza or otherwise, to use the System, the Intellectual Property or the Product other than for the purposes of
establishing a manufacturing Process for Product or producing Product for Licensee and Licensee agrees to ensure that such sublicensee Sublicensee shall not assign, transfer, further sublicense or otherwise make over the benefit or the burden of the rights granted to it pursuant to this Agreement; and
4.3.3 Any sublicence Sublicence granted shall be expressly subject and subordinate to the terms of this Agreement, and it shall be Licensee’s responsibility to ensure the strict adherence by any sublicensee Sublicensee hereunder to the terms and conditions of this Agreement; and
4.3.4 Prior to the grant of any sublicence pursuant to this Clause 4 Licensee shall obtain the written consent of Lonza (such consent not to be unreasonably withheld), to the grant of such sublicence.
4.4 If, on a country-by-country basis, any granted patents that form part of the Patent Rights (including any re-issued patents and unexpired patents), subsequently expire or no longer contain a Valid Claim such Patent Rights shall automatically fall outside the scope of this Agreement and the provisions of Clauses 4.1 to 4.3 shall only apply, with respect to granted patents, to those granted patents which contain a Valid Claim and form part of the Patents Rights for as long as those granted patents remain in force.
4.5 On Notwithstanding clause 4.4, on a country-by-country basis, where no Valid Claims within the Patent Rights remain in force, the provisions of Clauses 4.1 to 4.3 shall only apply for as long as the System Know-How remains secret and substantial.
4.6 No licence is granted save as expressly provided herein and no licence in addition thereto shall be deemed to have arisen or be implied by way of estoppel or otherwise. Lonza agrees and acknowledges that, to the extent that they are severable from and do not utilise the System or Intellectual Property, nothing in this Agreement shall be read or construed to granted to it any intellectual property subsisting in the Product or any regulatory approvals that any person attain in respect of the Product, provided that at all time the Intellectual Property, the System and the intellectual property therein shall remain Lonza’s.
Appears in 2 contracts
Samples: Licensing Agreement (Nexvet Biopharma PLC), Licence Agreement (NEXVET BIOPHARMA LTD)
Licences. 4.1 Lonza hereby grants (A) Except as provided in clauses 6.8(B) and 7.7, the JDI Affiliate in each Territory shall use reasonable endeavours to Licensee a worldobtain and maintain in force on behalf of itself as agent for the relevant Unilever Affiliate all licences, consents and approvals (“Licences”) of any governmental or quasi-wide non-exclusive licence (governmental or other regulatory authority as may be required in connection with the right to sublicensestorage, subject to Clause 4.3 below) under promotion and sale of the System Know-How and Patent Rights to use, develop, manufacture, market, sell, offer for sale, distribute, import and export Product Products by the JDI Affiliate in the TerritoryTerritory in fulfilment of its obligations hereunder, and the costs of obtaining and maintaining all such Licences shall be for such JDI Affiliate’s account. The Unilever Affiliate in such Territory shall provide all such information and technical support as the relevant JDI Affiliate may from time to time reasonably request in connection with the obtaining and maintaining in force of any such Licence. Upon its becoming aware of the same, the JDI Affiliate shall promptly notify the relevant Unilever Affiliate that a Licence has not been granted or that a Licence has been withdrawn and shall take (at the relevant Unilever Affiliate’s expense) any lawful action that such Unilever Affiliate may require it to take in relation to the refused or withdrawn Licence.
4.2 Save (B) Without limitation of clause 7.7 and except as otherwise expressly provided by Clause 2.2 abovein this clause 6.8(B), the Licensee hereby undertakes not Unilever Affiliate in each Territory shall use reasonable endeavours to make any modifications obtain and maintain in force on behalf of such Unilever Affiliate all licences, consents or adaptations permits for those things endemic to the System during the subsistence of this Agreement.
4.3 Subject Products themselves, such as those related to the provisions formulations and labelling of this Clause 4.3Products (the “Product Licences”). The JDI Affiliate in such Territory shall provide all such information and technical and regulatory support as such Unilever Affiliate may from time to time reasonably request in connection with the obtaining and maintaining in force of any such Product Licence, Licensee provided that such support shall not cause such JDI Affiliate to incur unreasonable expenses. The costs of obtaining and maintaining the Product Licences that were obtained, held or maintained by any Company or Asset Seller for purposes of selling, storing or promoting Products in such Territory on or prior to the Closing Date (or the date of any Delayed Closing, as the case may be), and which were transferred to JDI or the Designated Buyer at or after Closing (or any Delayed Closing, as the case may be), shall be for the account of JDI (on behalf of itself and each relevant JDI Affiliate). The costs of obtaining and maintaining Product Licences which were not transferred to JDI or the Designated Buyer at or after Closing (or any Delayed Closing, as the case may be) shall be for the account of the Unilever Parties (on behalf of themselves and each relevant Unilever Affiliate) and paid for by the Unilever Parties (on behalf of themselves and each relevant Unilever Affiliate) promptly upon invoice. JDI and each JDI Affiliate shall be entitled to grant a sublicence deduct from amounts payable by JDI or such JDI Affiliate to the rights granted Unilever Parties or any Unilever Affiliate hereunder any amounts payable by Clause 4.1 to the Unilever Parties or any one or more third parties for the purposes of any such third party producing Product for Licensee provided always:
4.3.1 Licensee shall ensure such sublicensee’s use of the System, the Intellectual Property and the Product is undertaken solely for the purpose of establishing a manufacturing process for Product, or producing Product, for Licensee; and
4.3.2 The sublicensee shall not, by virtue of this Agreement, be granted any right or licence, either express or implied, under any patent or proprietary right vested in Lonza or otherwise, to use the System, the Intellectual Property or the Product other than for the purposes of
establishing a manufacturing Process for Product or producing Product for Licensee and Licensee agrees to ensure that such sublicensee shall not assign, transfer, further sublicense or otherwise make over the benefit or the burden of the rights granted to it Unilever Affiliate pursuant to this Agreement; and
4.3.3 Any sublicence granted clause 6.8(B). Notwithstanding any other provision herein, the JDI Affiliate shall be expressly subject and subordinate under no obligation to fulfil any of its obligations under this Agreement to the terms of this Agreementextent it is unable, and it shall be Licensee’s responsibility under Applicable Laws, to ensure the strict adherence by any sublicensee hereunder do so due to the terms lack of having any Licence or the failure by the Unilever Parties to obtain or maintain any Product Licence.
(C) The JDI Affiliate in each Territory shall, upon the reasonable request of the Unilever Affiliate in such Territory made in the ordinary course of business, co-operate with and conditions of this Agreement; and
4.3.4 Prior assist such Unilever Affiliate in understanding compliance matters relating to the grant packaging and labelling of any sublicence pursuant to this Clause 4 Licensee shall obtain the written consent of Lonza (such consent not to be unreasonably withheld)products, to the grant of such sublicencematerials handling, pack sizes and pack design in that Territory.
4.4 If, on a country-by-country basis, any granted patents that form part of the Patent Rights (including any re-issued patents and unexpired patents), subsequently expire or no longer contain a Valid Claim such Patent Rights shall automatically fall outside the scope of this Agreement and the provisions of Clauses 4.1 to 4.3 shall only apply, with respect to granted patents, to those granted patents which contain a Valid Claim and form part of the Patents Rights for as long as those granted patents remain in force.
4.5 On a country-by-country basis, where no Valid Claims within the Patent Rights remain in force, the provisions of Clauses 4.1 to 4.3 shall only apply for as long as the System Know-How remains secret and substantial.
Appears in 2 contracts
Samples: Master Sales Agency Agreement (Johnsondiversey Inc), Master Sales Agency Agreement (Johnsondiversey Holdings Inc)
Licences. 4.1 Lonza hereby grants The Borrower and each Guarantor will, and will ensure that each Obligor will:
(a) (Renew): on or before the time and in the manner prescribed by the relevant Statute for each Licence, apply for and procure the renewal of the Licence and pay or cause to Licensee a world-wide be paid the renewal fees and other sums required in respect of the Licence or the renewal of the Licence within the time allowed and in the manner prescribed by the Statute unless the non-exclusive licence renewal of the Licence would, having regard to all of the circumstances (with including, but not limited to, the right non-renewal of other Licences at any prior time) and taking into account the cumulative effect of all such previous events and circumstances, not be reasonably likely to sublicensehave an adverse effect on the Obligor's business or financial condition or on its ability to perform its material obligations under any of the Transaction Documents;
(b) (Production of the Licence): upon request, subject produce to Clause 4.3 belowthe Facility Agent each Licence and all receipts for payments in relation to each Licence unless already delivered to the Security Agent under clause 17.11(f);
(c) (No cancellation): not do, allow or suffer any act, matter or thing as a result of which any Licence is or may be surrendered, forfeited, withdrawn, cancelled, refused or rendered void, or whereby the holder of any Licence is disqualified permanently or temporarily from receiving or continuing to hold a Licence except on surrender and renewals of Licences unless such surrender, forfeiture, withdrawal, cancellation, refusal, rendering void or disqualification would, having regard to all of the circumstances (including, but not limited to, the surrender forfeiture, withdrawal, cancellation, refusal, rendering void or disqualification of other Licences at any prior time) and taking into account the cumulative effect of all such previous events and circumstances, not be reasonably likely to have an adverse effect on the Obligor's business or financial condition or on its ability to perform its material obligations under any of the System Know-How and Patent Rights to use, develop, manufacture, market, sell, offer for sale, distribute, import and export Product Transaction Documents;
(d) (No transfer): not surrender or concur in the Territory.transfer of any Licence to any person other than to an Obligor;
4.2 Save as expressly provided by Clause 2.2 above, the Licensee hereby undertakes not to make any modifications or adaptations (e) (Comply with Statues): comply with all Statutes and all lawful requirements of every government authority in relation to the System during the subsistence Licence if failure to comply would reasonably be expected to result in a forfeiture, termination, cancellation, fine, non-renewal or suspension of this Agreement.
4.3 Subject to the provisions of this Clause 4.3, Licensee shall be entitled to grant a sublicence to the rights granted by Clause 4.1 to any one or more third parties for the purposes of any such third party producing Product for Licensee provided always:
4.3.1 Licensee shall ensure such sublicensee’s use of the System, the Intellectual Property and the Product is undertaken solely for the purpose of establishing a manufacturing process for Product, or producing Product, for LicenseeLicence; and
4.3.2 The sublicensee shall not, by virtue (f) (Notice): promptly notify the Facility Agent if any relevant authority issues any material notice in respect of this Agreement, be granted any right Licence or licence, either express threatens to suspend or implied, under cancel any patent or proprietary right vested in Lonza or otherwise, to use the System, the Intellectual Property or the Product other than for the purposes of
establishing a manufacturing Process for Product or producing Product for Licensee and Licensee agrees to ensure that such sublicensee shall not assign, transfer, further sublicense or otherwise make over the benefit or the burden of the rights granted to Licences or if it pursuant to this Agreement; and
4.3.3 Any sublicence granted shall be expressly subject and subordinate to the terms becomes aware of this Agreement, and it shall be Licensee’s responsibility to ensure the strict adherence any enquiry by any sublicensee hereunder to the terms and conditions of this Agreement; and
4.3.4 Prior to the grant of relevant authority which could affect any sublicence pursuant to this Clause 4 Licensee shall obtain the written consent of Lonza (such consent not to be unreasonably withheld), to the grant of such sublicence.
4.4 If, on a country-by-country basis, any granted patents that form part of the Patent Rights (including any re-issued patents and unexpired patents), subsequently expire or no longer contain a Valid Claim such Patent Rights shall automatically fall outside the scope of this Agreement and the provisions of Clauses 4.1 to 4.3 shall only apply, with respect to granted patents, to those granted patents which contain a Valid Claim and form part of the Patents Rights for as long as those granted patents remain in forceLicences.
4.5 On a country-by-country basis, where no Valid Claims within the Patent Rights remain in force, the provisions of Clauses 4.1 to 4.3 shall only apply for as long as the System Know-How remains secret and substantial.
Appears in 1 contract
Samples: Syndicated Senior Secured Debt Facility Agreement (United International Holdings Inc)
Licences. 4.1 Lonza hereby ERT grants to Licensee a world-wide non-exclusive licence (with the right to sublicense, subject to Clause 4.3 below) under the System Know-How and Patent Rights to use, develop, manufacture, market, sell, offer for sale, distribute, import and export Product in the Territory.
4.2 Save as expressly provided by Clause 2.2 above, the Licensee hereby undertakes not to make any modifications or adaptations to from the System during Effective Date the subsistence of this Agreement.
4.3 Subject to the provisions of this Clause 4.3, Licensee shall be entitled to grant exclusive right (being a sublicence to the rights granted by Clause 4.1 to any one or more third parties "Licence'; as defined for the purposes of any such third party producing Product for Licensee provided always:
4.3.1 Licensee shall ensure such sublicensee’s use this Agreement) under the Patents and Knowhow to make the Licenced Products and to use, sell and otherwise dispose of the SystemLicenced Products so made in the Territory and to sub-license any of such rights on the terms of a Sub-licence to be approved by ERT prior to grant, such approval not to be unreasonably withheld or delayed.
4.2 ERT grants to the Intellectual Property and Licensee from the Product is undertaken solely Effective Date the non-exclusive right at its request from time to time to request from ERT Rather licences within the Field of Use (being "Licences" as defined for the purpose of establishing a manufacturing process for Product, or producing Product, for Licensee; and
4.3.2 The sublicensee shall not, by virtue purposes of this Agreement):
(a) exclusive or non-exclusive licences including the right to sub-license (on the terms of a Sub-licence to be approved by ERT prior to grant) under the Patents to make particular Products within the Field of Use and to use, sell and otherwise dispose of Products so made within the Territory;
(b) exclusive or non-exclusive licences including the right to sub-license (on the terms of a Sub-licence to be granted any right or licence, either express or implied, under any patent or proprietary right vested in Lonza or otherwise, approved by ERT prior to use the System, the Intellectual Property or the Product other than grant) for the purposes ofset out above to use:
establishing a manufacturing Process for Product or producing Product for Licensee and Licensee agrees to ensure (i) the Know-how;
(ii) any copyright in the Know-how;
(iii) any unregistered design rights that such sublicensee may subsist in the Know-how.
4.3 The further Licences shall not assignbe in writing, transfer, further sublicense or otherwise make over the benefit or the burden of the rights granted to it pursuant shall refer to this Agreement; and
4.3.3 Any sublicence granted Agreement and shall be expressly subject and subordinate to incorporate the terms of this Agreement, and it Agreement by reference.
4.4 The provisions of Clause 4.2 shall be Licensee’s responsibility apply unless ERT is prevented from doing so from time to ensure time by legal obligations owed to third parties or by general obligations of law.
4.5 ERT shall approve the strict adherence by any sublicensee hereunder to the terms and conditions rate of this Agreement; and
4.3.4 Prior to royalty on the grant of Sub-licences when the royalty agreed to be paid shall be on a pass through basis equal to the royalty payable by the Licensee hereunder. For royalty calculation purposes, the sales of any sublicence pursuant to this Clause 4 Sub-Licensee shall obtain the written consent of Lonza (such consent not to be unreasonably withheld), to the grant of such sublicence.
4.4 If, on a country-by-country basis, any granted patents that form treated as part of the Patent Rights (including any re-issued patents and unexpired patents), subsequently expire or no longer contain a Valid Claim such Patent Rights shall automatically fall outside the scope Licensee's sales. The provisions of this Agreement clause shall be without prejudice to ERT's right to refuse to grant a licence for other reasons.
4.6 The Licences shall granted for the purposes specifically stated in the words of grant in the relevant Licence. These rights shall not be used after the termination of the relevant Licence or otherwise unless and until, in the case of registered lights, the rights have expired, and, in the case of the Know-how, the Know-how has come into the public domain otherwise than through breach or default of the Licensee and the provisions of Clauses 4.1 to 4.3 shall only applycopyright or any unregistered design rights in the relevant Know-how have expired.
4.7 ERT shall, with respect to granted patents, to those granted patents which contain a Valid Claim at the request and form part expense of the Patents Rights for Licensee, execute any further formal document that may be necessary to give effect to this Agreement in any country. Until such licence shall be granted formally, this Agreement shall take effect as long as those granted patents remain in forcea licence.
4.5 On a country-by-country basis, where no Valid Claims within the Patent Rights remain in force, the provisions of Clauses 4.1 to 4.3 shall only apply for as long as the System Know-How remains secret and substantial.
Appears in 1 contract
Licences. 4.1 Lonza hereby grants to Licensee and its Affiliates on the Effective Date
(a) a world-wide non-exclusive licence (with to use the right to sublicense, subject to Clause 4.3 below) under the System Process Know-How and Patent Rights to use, develop, manufacture, market, selland sell Product in the Territory; and
(b) a non-exclusive licence in the Territory to use the Materials to develop, offer for salemanufacture, distribute, import market and export sell Product in the Territory.
4.2 Save as expressly provided by Clause 2.2 above, The Licensee shall not use the Licensee hereby Materials or cause or permit the Materials to be used other than for the manufacture of Product and undertakes not to make any modifications or adaptations to the System during the subsistence of this AgreementMaterials.
4.3 Subject to Save as provided and permitted in clauses 4.4 and 4.5 below the provisions of this Clause 4.3, Licensee shall not be entitled to grant a sublicence to the rights granted by Clause 4.1 which are otherwise deemed to any be personal to Licensee and its Affiliates
4.4 Notwithstanding the restriction in Clause 4.3 but subject to the requirements in Clause 4.6 Licensee shall be entitled to sublicense the rights granted in Clause 4.1 to one or more third parties of the Permitted Sublicensee’s listed in Part 1 of Appendix 2 for the purposes sole purpose of undertaking testing of the Product on behalf of Licensee. .
4.5 Notwithstanding the restriction in Clause 4.3 but subject to the requirements in Clause 4.6 Licensee shall be entitled to sublicense the rights granted in Clause 4.1 to one or more of the Permitted Sublicensees listed in Part II of Appendix 2 for the development and/or manufacture of Product for and on behalf of Licensee.
4.6 The following terms and conditions shall apply in respect of any such third party producing Product for sublicense granted by the Licensee provided alwaysto a Permitted Sublicensee:
4.3.1 (a) Licensee shall ensure such sublicenseethat the Permitted Sublicensee’s use of the System, the Intellectual Property Process Know-How and the Product Materials is undertaken solely for the purpose activities permitted by Clauses 4.4 and 4.5 above and only on behalf of establishing a manufacturing process for Product, or producing Product, for Licensee; and
4.3.2 (b) The sublicensee Permitted Sublicensee shall not, by virtue of this Agreement, be granted any right or licence, either express or implied, under any patent or proprietary right vested in Lonza or otherwise, to use the System, the Intellectual Property Process Know-How or the Product Materials other than for undertaking the purposes of
establishing a manufacturing Process activities permitted by Clauses 4.4 and 4.5 above and only for Product or producing Product for on behalf Licensee and Licensee agrees to ensure that such sublicensee Permitted Sublicensee shall not assign, transfer, further sublicense or otherwise make over the benefit or the burden of the rights granted to it pursuant to this Agreement; andand CONFIDENTIAL LONZA
4.3.3 (c) Any sublicence granted shall be granted expressly subject and subordinate to the terms of this Agreement, and it shall be Licensee’s responsibility to ensure the strict adherence by any sublicensee Permitted Sublicensee hereunder to the terms and conditions of this Agreement; and
4.3.4 Prior Agreement and Licensee shall be fully responsible to Lonza and shall indemnify Lonza for any loss, claim or expense resulting from Permitted Sublicensee’s failure to so comply with the grant of any sublicence pursuant to obligations in this Clause 4 Licensee shall obtain the written consent of Lonza (such consent not to be unreasonably withheld), to the grant of such sublicence4.6.
4.4 If, on a country-by-country basis, any 4.7 No licence is granted patents that form part save as expressly provided herein and no licence in addition thereto shall be deemed to have arisen or be implied by way of the Patent Rights (including any re-issued patents and unexpired patents), subsequently expire estoppel or no longer contain a Valid Claim such Patent Rights shall automatically fall outside the scope of this Agreement and the provisions of Clauses 4.1 to 4.3 shall only apply, with respect to granted patents, to those granted patents which contain a Valid Claim and form part of the Patents Rights for as long as those granted patents remain in forceotherwise.
4.5 On a country-by-country basis, where no Valid Claims within the Patent Rights remain in force, the provisions of Clauses 4.1 to 4.3 shall only apply for as long as the System Know-How remains secret and substantial.
Appears in 1 contract
Licences. 4.1 Lonza Biologics hereby grants to Licensee, and Licensee hereby accepts on behalf of Licensee, a world-wide non-exclusive licence (with the right to sublicensegrant and authorize sublicenses, subject to Clause 4.3 4.3, below) under the Intellectual Property to exploit the System Know-How and Patent Rights to make, have made, use, develop, manufacture, market, sell, have sold, offer for sale, distribute, import import, and export Product in the Territory.
4.2 Save as expressly provided by Clause 2.2 2.2, above, the Licensee hereby undertakes not to make any modifications or adaptations to the System during the subsistence of this Agreement.
4.3 Subject to the provisions of this Clause 4.3, Licensee shall be entitled to authorize and grant a sublicence sublicences to the rights granted by Clause 4.1 4.1, above, to any one or more third parties but only for the purposes purpose of any such third party producing Product for Licensee using the System to produce Product, provided always:
4.3.1 Licensee shall ensure any such sublicensee’s use of the System, the Intellectual Property Property, and the Product is undertaken solely for the purpose of establishing a manufacturing process for Product, or producing Product, for LicenseeLicensee or its Affiliates or Strategic Partners; and
4.3.2 The Any sublicensee shall not, by virtue of this Agreement, be granted any right or licence, either express or implied, under any patent or proprietary right vested in Lonza Biologics or otherwise, to use the System, the Intellectual Property Property, or the Product other than for the purposes of
of establishing a manufacturing Process process for Product or producing Product for Product, Licensee shall in no event transfer to a sublicensee (i) a Vector or (ii) a Cell Line that has not been transfected with a Vector encoding at least a portion of the Product, and Licensee agrees to ensure that any such sublicensee shall not assign, transfer, further sublicense or otherwise make over the benefit or the burden of the rights granted to it pursuant to this Agreement other than pursuant to an Agreement subject to the terms of this Agreement; and
4.3.3 Any sublicence sublicense granted shall be expressly subject and subordinate to the terms of this Agreement, and it shall be Licensee’s responsibility to ensure the strict adherence by any sublicensee hereunder to the terms and conditions of this Agreement; ;
4.3.4 and
4.3.4 Prior to the grant 4.3.5 Licensee shall provide Biologics a copy of any sublicence pursuant to this Clause 4 such sublicense (the financial terms of which Licensee shall obtain have the written consent of Lonza right to redact) within thirty (such consent not to be unreasonably withheld), to 30) days after the grant execution of such sublicencesublicense.
4.4 If, on a country-by-country basis, any granted patents that form part of the Patent Rights (including any re-issued patents and unexpired patents), subsequently expire or no longer contain a Valid Claim Claim, such Patent Rights shall automatically fall outside the scope of this Agreement and the provisions of Clauses 4.1 to 4.3 4.3, above, shall only apply, with respect to granted patents, to those granted patents which contain a Valid Claim and form part of the Patents Rights for as long as those granted patents remain in force.
4.5 On Notwithstanding Clause 4.4, above, on a country-by-country basis, where no Valid Claims within the Patent Rights remain in force, the provisions of Clauses 4.1 to 4.3 4.3, above, shall only apply for as long as the System Know-How remains secret and substantial.
Appears in 1 contract
Samples: Licence Agreement (Lpath, Inc)
Licences. 4.1 Lonza hereby grants to Licensee a world-wide non-exclusive licence (with the right to sublicense, subject to Clause 4.3 below) under the System Know-How and Patent Rights to use, develop, manufacture, market, sell, offer for sale, distribute, import and export Product in the Territory.
4.2 Save as expressly provided by Clause 2.2 above, the Licensee hereby undertakes not to make any modifications or adaptations to the System during the subsistence of this Agreement.
4.3 Subject to the provisions of this Clause 4.3, Licensee shall be entitled to grant a sublicence to the rights granted by Clause 4.1 to any one or more third parties for the purposes of any such third party producing Product for Licensee provided always:
4.3.1 Licensee shall ensure such sublicenseeSublicensee’s use of the System, the Lonza’s Intellectual Property Rights and the Product is undertaken solely for the purpose of establishing a manufacturing process for Product, or producing Product, for Licensee; and
4.3.2 The sublicensee Sublicensee shall not, by virtue of this Agreement, be granted any right or licence, either express or implied, under any patent or proprietary right vested in Lonza or otherwise, to use the System, the Lonza’s Intellectual Property Rights or the Product other than for the purposes of
of establishing a manufacturing Process process for Product or producing Product for Licensee and Licensee agrees to ensure that such sublicensee Sublicensee shall not assign, transfer, novate, further sublicense sublicense, subcontract or otherwise make over delegate the benefit or the burden of the rights granted to it pursuant to this Agreement; and
4.3.3 Any sublicence Sublicence granted shall be expressly subject and subordinate to the terms of this Agreement, and it shall be Licensee’s responsibility to ensure the strict adherence by any sublicensee Sublicensee hereunder to the terms and conditions of this Agreement; and
4.3.4 Prior to the grant of any sublicence pursuant to this Clause 4 4.3, Licensee shall obtain the written consent of Lonza (such consent not to be unreasonably withheld), to the grant of such sublicence. It is agreed between the Parties that Lonza shall be considered to be reasonably withholding its consent if it holds reasonable commercial concerns as to protection of its Intellectual Property Rights and confidentiality should Lonza’s Intellectual Property Rights be licensed to the proposed Sublicensee.
4.4 If, on a country-by-country basis, any granted patents that form part of the Patent Rights (including any re-issued patents and unexpired patents), subsequently expire or no longer contain a Valid Claim such Patent Rights shall automatically fall outside the scope of this Agreement and the provisions of Clauses 4.1 to 4.3 shall only apply, with respect to granted patents, to those granted patents which contain a Valid Claim and form part of the Patents Rights for as long as those granted patents remain in force.
4.5 On Notwithstanding clause 4.4, on a country-by-country basis, where no Valid Claims within the Patent Rights remain in force, the provisions of Clauses 4.1 to 4.3 and Clause 5 shall only apply for as long as the System Know-How remains secret and substantial.
4.6 No licence is granted save as expressly provided herein and no licence in addition thereto shall be deemed to have arisen or be implied by way of estoppel or otherwise.
Appears in 1 contract
Samples: Licence Agreement (Cytodyn Inc)
Licences. 4.1 Lonza Biologics hereby grants to Licensee a world-wide worldwide non-exclusive licence (with to use the right System, the Cell Lines, the Materials, and the Intellectual Property to sublicense, subject to Clause 4.3 below) under the System Know-How and Patent Rights to use, develop, manufacture, market, sell, offer for sale, distribute, import market and export Product in the Territorysell Product.
4.2 Save as expressly provided by Clause 2.2 above, the The Licensee hereby undertakes not to make any modifications or adaptations to the System Materials or the Cell Lines during the subsistence of this Agreement.
4.3 Subject to the provisions of this Clause 4.3, Licensee shall be entitled to grant a sublicence one or more sublicences to the rights granted by Clause 4.1 to any one or more third parties for the purposes of any such third party producing manufacturing, or assisting in the manufacture of, a Product for Licensee provided always:
4.3.1 Licensee shall ensure such sublicensee’s 's use of the SystemMaterials, the Cell Lines, the Intellectual Property and the Product is undertaken solely for the purpose of establishing a manufacturing process for Product, or producing Product, for Licensee; and
4.3.2 The sublicensee shall not, by virtue of this Agreement, be granted any right or licence, either express or implied, under any patent or proprietary right vested in Lonza Biologics or otherwise, to use the SystemMaterials, the Intellectual Property or the Product other than for the purposes of
of establishing a manufacturing Process for Product or producing Product for Licensee and Licensee agrees to ensure that such sublicensee shall not assign, transfer, further sublicense or otherwise make over the benefit or the burden of the rights granted to it pursuant to this Agreement; and
4.3.3 Any sublicence granted shall be expressly subject and subordinate to the terms of this Agreement, and it shall be Licensee’s 's responsibility to ensure the strict adherence by any sublicensee hereunder to the terms and conditions of this Agreement; and
4.3.4 Prior to the grant of any sublicence pursuant to this Clause 4 (other than a sublicence to any Affiliate of Licensee), Licensee shall obtain the written consent of Lonza Biologics (such consent not to be unreasonably withheldwithheld or delayed), to the grant of such sublicence. Licensee shall notify Biologics of any sublicence to any Affiliate of Licensee within thirty (30) days of signature of such sublicence.
4.4 IfNotwithstanding the fact that the rights granted in Clause 4.1 relate only to a single molecule which falls within the definition of Product, the Licensee shall be entitled to conduct Phase I and Phase II Clinical Studies on a country-by-country basismore than one (1) antibody which antibodies otherwise satisfy the definition of Product. These additional rights are granted on the understanding that they are exploited in every other way in accordance with, any granted patents that form part of and are subject to, the Patent Rights (including any re-issued patents and unexpired patents), subsequently expire or no longer contain a Valid Claim such Patent Rights shall automatically fall outside the scope terms of this Agreement (including specifically Clause 5 below) and on the provisions of Clauses 4.1 understanding Licensee shall identify in writing to 4.3 shall only apply, with respect Biologics the specific Product antibody it intends to granted patents, proceed to those granted patents which contain a Valid Claim and form part of the Patents Rights for as long as those granted patents remain in forcedevelop beyond Phase II Clinical Studies prior to embarking on such further development.
4.5 On Licensee may provide plasmid vectors containing the DNA sequence encoding Product and cell lines containing those plasmid vectors (hereafter "Licensee Materials"), but not the Materials themselves, to one or more third parties for analysis and testing purposes associated with the manufacture of Product (for example in relation to the integrity of the DNA sequence), subject to the following provisos:
(a) Licensee shall obtain the written consent of Biologics prior to any disclosure to a country-by-country basisthird party, where no Valid Claims within such consent not to be unreasonably withheld or delayed; and
(b) Licensee shall have obtained from each such third party an agreement that such third party shall not use the Patent Rights remain Licensee Materials for any purpose except as set out above in forcethis clause 4.5, shall not disclose the provisions Licensee Materials to any other third party and shall destroy the Licensee Materials upon the conclusion of Clauses 4.1 to 4.3 shall only apply for as long as the System Know-How remains secret and substantialits engagement.
Appears in 1 contract
Licences. 4.1 Lonza hereby grants to Licensee on the Effective Date:
(a) a world-wide non-exclusive licence under the System Know-How, CDACF Version 8.8 Know-How, and the Patent Rights (Lonza) (with the right to sublicence, subject to Clause 4.3 below);
(b) a world-wide non-exclusive sublicence under the Patent Rights (Third Party) (with the right to sublicense, subject to Clause 4.3 below); in each case (a) under the System Know-How and Patent Rights (b) to use, develop, manufacture, market, sell, offer for sale, distribute, import and export Product in the TerritoryTerritory ("Commercial Activities").
4.2 Save as expressly provided by Clause 2.2 2.4 above, the Licensee hereby undertakes not to make any modifications or adaptations to the System and the CDACF Version 8.8 System during the subsistence of this Agreement. For the avoidance of doubt, Licensee is not prevented from adding any materials to the System.
4.3 Subject to the provisions of this Clause 4.3, Licensee shall be entitled to grant a sublicence to the rights granted by Clause 4.1 to any one or more third parties Third Parties for the purposes of any such third party Third Party producing Product for Licensee provided always:
4.3.1 Licensee shall ensure such sublicensee’s 's use of the System the CDACF Version 8.8 System, the Lonza's Intellectual Property Rights and the Product is undertaken solely for the purpose of establishing a manufacturing process for Product, or producing Productundertaking Commercial Activities, for or on behalf of Licensee; and
4.3.2 The sublicensee Sublicensee shall not, by virtue of this Agreement, be granted any right or licence, either express or implied, under any patent or proprietary right vested in Lonza or otherwise, to use the System, the CDACF Version 8.8 System, Lonza's Intellectual Property Rights or the Product other than for the purposes of
establishing a manufacturing Process undertaking Commercial Activities for Product or producing Product for on behalf of Licensee and Licensee agrees to ensure that such sublicensee Sublicensee shall not assign, transfer, further sublicense or otherwise make over the benefit or the burden of the rights granted to it pursuant to this Agreement; and
4.3.3 Any sublicence granted shall be granted expressly subject and subordinate to the terms of this Agreement, and it shall be Licensee’s 's responsibility to ensure the strict adherence by any sublicensee Sublicensee hereunder to the terms and conditions of this Agreement; and
4.3.4 Prior to the grant of any sublicence pursuant to this Clause 4 Licensee shall obtain the written consent of Lonza (such consent not to be unreasonably withheld, conditioned or delayed), to the grant of such sublicence.. It is agreed between the Parties that Lonza shall be considered to be reasonably withholding its consent if it holds commercial concerns as to protection of its Intellectual Property Rights and confidentiality should Lonza's Intellectual Property Rights be licensed to the proposed Sublicensee; and
4.3.5 Licensee shall not sublicense the rights sublicensed to it under the Precision patents listed in Appendix 1B to Cellectis S.A. or any of its affiliates or its or their successors with affiliate meaning for the purposes of this Clause 4.3.5 any entity controlling, controlled by, or under common control with Cellectis S.A.
4.4 If, on a country-by-country basis, any granted patents that form part of the Patent Rights (Lonza) or Patent Rights (Third Party) (including any re-issued patents and unexpired patents), subsequently expire or no longer contain a Valid Claim such Patent Rights shall automatically fall outside the scope of this Agreement and the provisions of Clauses 4.1 to 4.3 shall only apply, with respect to granted patents, to those granted patents which contain a Valid Claim and form part of the Patents Rights (Lonza) or Patent Rights (Third Party) for as long as those granted patents remain in force.
4.5 On Notwithstanding clause 4.4, on a country-by-country basis, where no Valid Claims within the Patent Rights remain Claim remains in force, the provisions of Clauses 4.1 to 4.3 shall only apply for as long as the System Know-How remains and CDACF Version 8.8 Know-How (as appropriate) remain secret and substantial.
4.6 No licence is granted save as expressly provided herein and no licence in addition thereto shall be deemed to have arisen or be implied by way of estoppel or otherwise.
Appears in 1 contract
Licences. 4.1 Lonza hereby grants The Borrower and each Guarantor will, and will ensure that each Relevant Person will:
(1) (RENEW): on or before the time and in the manner prescribed by the relevant Statute for each Licence, apply for and procure the renewal of the Licence and pay or cause to Licensee a world-wide be paid the renewal fees and other sums required in respect of the Licence or the renewal of the Licence within the time allowed and in the manner prescribed by the Statute unless the non-exclusive licence renewal of the Licence would, having regard to all of the circumstances (with including, but not limited to, the right non-renewal of other Licences at any prior time) and taking into account the cumulative effect of all such previous events and circumstances, not be reasonably likely to sublicensehave an adverse effect on the Relevant Person's business or financial condition or on its ability to perform its material obligations under any of the Transaction Documents;
(2) (PRODUCTION OF THE LICENCE): upon request, subject produce to Clause 4.3 belowthe Facility Agent each Licence and all receipts for payments in relation to each Licence unless already delivered to the Security Agent under clause 17.11(f);
(3) (NO CANCELLATION): not do, allow or suffer any act, matter or thing as a result of which any Licence is or may be surrendered, forfeited, withdrawn, cancelled, refused or rendered void, or whereby the holder of any Licence is disqualified permanently or temporarily from receiving or continuing to hold a Licence except on surrender and renewals of Licences unless such surrender, forfeiture, withdrawal, cancellation, refusal, rendering void or disqualification would, having regard to all of the circumstances (including, but not limited to, the surrender forfeiture, withdrawal, cancellation, refusal, rendering void or disqualification of other Licences at any prior time) and taking into account the cumulative effect of all such previous events and circumstances, not be reasonably likely to have an adverse effect on the Relevant Person=s business or financial condition or on its ability to perform its material obligations under any of the System Know-How and Patent Rights to use, develop, manufacture, market, sell, offer for sale, distribute, import and export Product Transaction Documents;
(4) (NO TRANSFER): not surrender or concur in the Territory.transfer of any Licence to any person other than to an Obligor;
4.2 Save as expressly provided by Clause 2.2 above, the Licensee hereby undertakes not to make any modifications or adaptations (5) (COMPLY WITH STATUES): comply with all Statutes and all lawful requirements of every government authority in relation to the System during the subsistence Licence if failure to comply would reasonably be expected to result in a forfeiture, termination, cancellation, fine, non-renewal or suspension of this Agreement.
4.3 Subject to the provisions of this Clause 4.3, Licensee shall be entitled to grant a sublicence to the rights granted by Clause 4.1 to any one or more third parties for the purposes of any such third party producing Product for Licensee provided always:
4.3.1 Licensee shall ensure such sublicensee’s use of the System, the Intellectual Property and the Product is undertaken solely for the purpose of establishing a manufacturing process for Product, or producing Product, for LicenseeLicence; and
4.3.2 The sublicensee shall not, by virtue of this Agreement, be granted any right or licence, either express or implied, under any patent or proprietary right vested in Lonza or otherwise, to use the System, the Intellectual Property or the Product other than for the purposes of
establishing a manufacturing Process for Product or producing Product for Licensee and Licensee agrees to ensure that such sublicensee shall not assign, transfer, further sublicense or otherwise make over the benefit or the burden of the rights granted to it pursuant to this Agreement; and
4.3.3 Any sublicence granted shall be expressly subject and subordinate to the terms of this Agreement, and it shall be Licensee’s responsibility to ensure the strict adherence by any sublicensee hereunder to the terms and conditions of this Agreement; and
4.3.4 Prior to the grant of any sublicence pursuant to this Clause 4 Licensee shall obtain the written consent of Lonza (such consent not to be unreasonably withheld), to the grant of such sublicence.
4.4 If, on a country-by-country basis, any granted patents that form part of the Patent Rights (including any re-issued patents and unexpired patents), subsequently expire or no longer contain a Valid Claim such Patent Rights shall automatically fall outside the scope of this Agreement and the provisions of Clauses 4.1 to 4.3 shall only apply, with respect to granted patents, to those granted patents which contain a Valid Claim and form part of the Patents Rights for as long as those granted patents remain in force.
4.5 On a country-by-country basis, where no Valid Claims within the Patent Rights remain in force, the provisions of Clauses 4.1 to 4.3 shall only apply for as long as the System Know-How remains secret and substantial.
Appears in 1 contract
Samples: Syndicated Senior Secured Debt Facility Agreement (Uih Australia Pacific Inc)
Licences. 4.1 Lonza hereby grants to Licensee on the Effective Date a world-wide non-exclusive licence under the System Know-How, CDACF Version 8 Know-How, and the Patent Rights (with the right to sublicensesublicence, subject to Clause 4.3 below) under the System Know-How and Patent Rights below to use, develop, manufacture, market, sell, offer for sale, distribute, import and export Product in the TerritoryTerritory (“Commercial Activities”).
4.2 Save as expressly provided by Clause 2.2 2.4 above, the Licensee hereby undertakes not to make any modifications or adaptations to the System and the CDACF Version 8 System during the subsistence of this Agreement. For the avoidance of doubt, Licensee is not prevented from adding any materials to the System.
4.3 Subject to the provisions of this Clause 4.3, Licensee shall be entitled to grant a sublicence to the rights granted by Clause 4.1 to any one or more third parties Third Parties for the purposes of any such third party Third Party producing Product for Licensee provided always:
4.3.1 Licensee shall ensure such sublicenseeSublicensee’s use of the System the CDACF Version 8 System, the Lonza’s Intellectual Property Rights and the Product is undertaken solely for the purpose of establishing a manufacturing process for Product, or producing Productundertaking Commercial Activities, for or on behalf of Licensee; and
4.3.2 The sublicensee Sublicensee shall not, by virtue of this Agreement, be granted any right or licence, either express or implied, under any patent or proprietary right vested in Lonza or otherwise, to use the System, the CDACF Version 8 System, Lonza’s Intellectual Property Rights or the Product other than for the purposes of
establishing a manufacturing Process undertaking Commercial Activities for Product or producing Product for on behalf of Licensee and Licensee agrees to ensure that such sublicensee Sublicensee shall not assign, transfer, further sublicense or otherwise make over the benefit or the burden of the rights granted to it pursuant to this Agreement; and
4.3.3 Any sublicence granted shall be granted expressly subject and subordinate to the terms of this Agreement, and it shall be Licensee’s responsibility to ensure the strict adherence by any sublicensee Sublicensee hereunder to the terms and conditions of this Agreement; and
4.3.4 Prior to the grant of any sublicence pursuant to this Clause 4 Licensee shall obtain the written consent of Lonza (such consent not to be unreasonably withheld, conditioned or delayed), to the grant of such sublicence.. It is agreed between the Parties that Lonza shall be considered to be reasonably withholding its consent if it holds commercial concerns as to protection of its Intellectual Property Rights and confidentiality should Lonza’s Intellectual Property Rights be licensed to the proposed Sublicensee; and
4.4 If, on a country-by-country basis, any granted patents that form part of the Patent Rights (including any re-issued patents and unexpired patents), subsequently expire or no longer contain a Valid Claim such Patent Rights shall automatically fall outside the scope of this Agreement and the provisions of Clauses 4.1 to 4.3 shall only apply, with respect to granted patents, to those granted patents which contain a Valid Claim and form part of the Patents Rights for as long as those granted patents remain in force.
4.5 On Notwithstanding clause 4.4, on a country-by-country basis, where no Valid Claims within the Patent Rights remain Claim remains in force, the provisions of Clauses 4.1 to 4.3 shall only apply for as long as the System Know-How remains and CDACF Version 8 Know-How (as appropriate) remain secret and substantial.
4.6 No licence is granted save as expressly provided herein and no licence in addition thereto shall be deemed to have arisen or be implied by way of estoppel or otherwise.
Appears in 1 contract
Samples: Licence Agreement (XBiotech Inc.)
Licences. 4.1 Lonza Biologics hereby grants to Licensee a world-wide worldwide non-exclusive licence (with to use the right System, the Cell Lines, the Materials, and the Intellectual Property to sublicense, subject to Clause 4.3 below) under the System Know-How and Patent Rights to use, develop, manufacture, market, sell, offer for sale, distributeimport, import market and export Product in the Territorysell Product.
4.2 Save as expressly provided by Clause 2.2 above, the The Licensee hereby undertakes not to make any modifications or adaptations to the System Materials or the Cell Lines during the subsistence of this Agreement.
4.3 Subject to the provisions of this Clause 4.3, Licensee shall be entitled to grant a sublicence oneor more sublicences to the rights granted by Clause 4.1 to any one or more third parties for the purposes of any such third party producing manufacturing, or assisting in the manufacture of, a Product for Licensee provided always:
4.3.1 Licensee shall ensure such sublicensee’s 's use of the SystemMaterials, the Cell Lines, the Intellectual Property and the Product is undertaken solely for the purpose of establishing a manufacturing process for Product, or producing Product, for Licensee; and
4.3.2 The sublicensee shall not, by virtue of this Agreement, be granted any right or licence, either express or implied, under any patent or proprietary right vested in Lonza Biologics or otherwise, to use the SystemMaterials, the Intellectual Property or the Product other than for the purposes of
of establishing a manufacturing Process for Product or producing Product for Licensee and Licensee agrees to ensure that such sublicensee shall not assign, transfer, further sublicense or otherwise make over the benefit or the burden of the rights granted to it pursuant to this Agreement; and
4.3.3 Any sublicence granted shall be expressly subject and subordinate to the terms of this Agreement, and it shall be Licensee’s 's responsibility to ensure the strict adherence by any sublicensee hereunder to the terms and conditions of this Agreement; and
4.3.4 Prior to the grant of any sublicence pursuant to this Clause 4 (other than a sublicence to any Affiliate of Licensee), Licensee shall obtain the written consent of Lonza Biologics (such consent not to be unreasonably withheldwithheld or delayed), to the grant of such sublicence. Licensee shall notify Biologics of any sublicence to any Affiliate of Licensee within thirty (30) days of signature of such sublicence.
4.4 IfNotwithstanding the fact that the rights granted in Clause 4.1 relate only to a single molecule which falls within the definition of Product, the Licensee shall be entitled to conduct Phase I and Phase II Clinical Studies on a country-by-country basismore than one (1) antibody which antibodies otherwise satisfy the definition of Product. These additional rights are granted on the understanding that they are exploited in every other way in accordance with, any granted patents that form part of and are subject to, the Patent Rights (including any re-issued patents and unexpired patents), subsequently expire or no longer contain a Valid Claim such Patent Rights shall automatically fall outside the scope terms of this Agreement (including specifically Clause 5 below) and on the provisions of Clauses 4.1 understanding Licensee shall identify in writing to 4.3 shall only apply, with respect Biologics the specific Product antibody it intends to granted patents, proceed to those granted patents which contain a Valid Claim and form part of the Patents Rights for as long as those granted patents remain in forcedevelop beyond Phase II Clinical Studies prior to embarking on such further development.
4.5 On Licensee may provide plasmid vectors containing the DNA sequence encodingProduct and cell lines containing those plasmid vectors (hereafter "Licensee Materials"), but not the Materials themselves, to one or more third parties for analysis and testing purposes associated with the manufacture of Product (for example in relation to the integrity of the DNA sequence), subject to the following provisos:
(a) Licensee shall obtain the written consent of Biologics prior to any disclosure to a country-by-country basisthird party, where no Valid Claims within such consent not to be unreasonably withheld or delayed; and
(b) Licensee shall have obtained from each such third party an agreement that such third party shall not use the Patent Rights remain Licensee Materials for any purpose except as set out above in forcethis clause 4.5, shall not disclose the provisions Licensee Materials to any other third party and shall destroy the Licensee Materials upon the conclusion of Clauses 4.1 to 4.3 shall only apply for as long as the System Know-How remains secret and substantialits engagement.
Appears in 1 contract
Licences. 4.1 Lonza CUTS hereby grants to Licensee a world-wide non-exclusive licence (with the right to sublicenseLicensee, subject to Clause 4.3 below) under the System Know-How and Patent Rights to use, develop, manufacture, market, sell, offer for sale, distribute, import and export Product in the Territory.
4.2 Save as expressly provided by Clause 2.2 above, the Licensee hereby undertakes not to make any modifications or adaptations to the System during the subsistence of this Agreement.
4.3 Subject to the provisions of this Clause 4.3, Licensee shall be entitled to grant a sublicence to the rights granted by Clause 4.1 to any one or more third parties for the purposes of any such third party producing Product for Licensee provided alwaysAgreement:
4.3.1 Licensee shall ensure such sublicensee’s use of (a) an exclusive licence in the SystemField under the Patents, with the Intellectual Property right to sub-licence, subject to Clause 2.5 below, to develop, manufacture, have manufactured, use, offer to sell, import and sell Licensed Products but only in the Product is undertaken solely for Field in the purpose of establishing a manufacturing process for Product, or producing Product, for LicenseeTerritory; and
4.3.2 The sublicensee shall not(b) an exclusive licence in the Field, by virtue of this Agreement, be granted any with the right or to sub-licence, either express or impliedsubject to Clause 2.5 below, to develop, manufacture, have manufactured, use, offer to sell, import and sell Licensed Products that incorporate Antibodies but only in the Field in the Territory, which licence shall take effect upon CUTS obtaining a written assignment of the Antibodies from the inventors to CUTS. CUTS shall use reasonable commercial efforts to obtain such assignment; and
(c) a non-exclusive licence in the Field: i) to the YNB Antibodies, and ii) under the YNB Antibody Claims, to develop, manufacture, have manufactured, use, offer to sell, import and sell Licensed Products that incorporate YNB Antibodies but only in the Field in the Territory, which licences shall take effect upon CUTS obtaining a written assignment of the YNB Antibodies from the inventors to CUTS. CUTS shall use reasonable commercial efforts to obtain such assignment. Such licence shall also be subject to any patent or proprietary right vested in Lonza or otherwiselicence granted by CUTS to a third party with whom CUTS is currently negotiating a licence that may include rights to such YNB Antibodies and/or YNB Antibody Claims and/or YNB Patent. For the avoidance of doubt, no rights are granted under this Agreement to use the System, the Intellectual Property or the Product other than process for the purposes of
establishing a manufacturing Process for Product or producing Product for Licensee and Licensee agrees to ensure that such sublicensee shall not assign, transfer, further sublicense or otherwise make over preparation of an antibody chain under the benefit or the burden of the rights granted to it pursuant to this Agreement; and
4.3.3 Any sublicence granted shall be expressly subject and subordinate to the terms of this Agreement, and it shall be Licensee’s responsibility to ensure the strict adherence by any sublicensee hereunder to the terms and conditions of this Agreement; and
4.3.4 Prior to the grant of any sublicence pursuant to this Clause 4 YNB Patent Licensee shall obtain the written consent of Lonza (such consent not to be unreasonably withheld), to the grant of such sublicence.
4.4 If, on a country-by-country basis, any granted patents that form part of the Patent Rights (including any re-issued patents and unexpired patents), subsequently expire or no longer contain a Valid Claim such Patent Rights shall automatically fall outside the scope of this Agreement and the provisions of Clauses 4.1 to 4.3 shall only apply, with respect to granted patents, to those granted patents which contain a Valid Claim and form part of the Patents Rights for as long as those granted patents remain in force.
4.5 On a country-by-country basis, where no Valid Claims within the Patent Rights remain in force, the provisions of Clauses 4.1 to 4.3 shall only apply for as long as the System Know-How remains secret and substantial.have the
Appears in 1 contract
Samples: Licensing Agreement (Tolerrx Inc)
Licences. 4.1 Lonza hereby grants 28.1 The Landlord shall obtain and maintain in their name throughout the Contractual Term a Premises Licence in relation to Licensee the Property, and supply the Tenant with a world-wide non-exclusive licence certified copy of the Premises Licence for retention at the Property and a certified copy of the summary of the Premises Licence which the Tenant shall display prominently in the Property.
28.2 The Landlord shall supply the Tenant with a notice under Section 57 of the Licensing Xxx 0000 authorising the Tenant to safeguard the certified copies and the Tenant shall display this prominently in the Property.
28.3 The Tenant shall at their own cost and expense obtain and keep any other Licences required to enable the Business to be lawfully conducted from the Property.
28.4 The Tenant must at all times comply (and ensure that their staff comply) with the right conditions to sublicenseall Licences and provisions of the Licensing Xxx 0000.
28.5 The Tenant must not do anything or permit anything to be done which may put any of the Licences in jeopardy and must inform the Landlord immediately in writing if at any time any of the Licences are in jeopardy, subject are suspended or revoked.
28.6 The Tenant must ensure that any Licensable Activity at the Property is only carried out or authorised by the holder of a Personal Licence.
28.7 The Tenant must hold a Personal Licence at all times and be named as the Designated Premises Supervisor on the Premises Licence, unless they are a company or have obtained the Landlord’s prior written consent in which case the manager of the Property should be named as Designated Premises Supervisor and clause 28.8 below shall apply.
28.8 If the Designated Premises Supervisor (or any replacement) is someone other than the Tenant, the Tenant must:
(a) provide the Landlord with their name, address, and any convictions for relevant offences (as defined in the Licensing Act 2003);
(b) ensure that he holds a Personal Licence and is suitably experienced and trained to Clause 4.3 below) supervise the Business and that he performs his duties required under the System Know-How Licensing Xxx 0000;
(c) obtain the Landlord’s prior written approval;
(d) immediately upon his appointment provide the Landlord with all necessary information and Patent Rights assistance to use, develop, manufacture, market, sell, offer for sale, distribute, import and export Product in note his details on the Territory.
4.2 Save as expressly provided by Clause 2.2 above, the Licensee hereby undertakes not to make any modifications or adaptations to the System during the subsistence of this Agreement.
4.3 Subject to the provisions of this Clause 4.3, Licensee shall be entitled to grant a sublicence to the rights granted by Clause 4.1 to any one or more third parties for the purposes of any such third party producing Product for Licensee provided always:
4.3.1 Licensee shall ensure such sublicensee’s use of the System, the Intellectual Property and the Product is undertaken solely for the purpose of establishing a manufacturing process for Product, or producing Product, for LicenseePremises Licence; and
4.3.2 The sublicensee shall not, (e) if the Designated Premises Supervisor leaves the Business or has his Personal Licence revoked or suspended immediately notify the Landlord in writing and take all necessary steps to assist the Landlord to protect the Premises Licence and replace the Designated Premises Supervisor immediately.
28.9 If required to do so by virtue of this Agreement, be granted any right or licence, either express or implied, under any patent or proprietary right vested in Lonza or otherwise, to use the SystemLandlord, the Intellectual Tenant shall join in any proceedings in relation to the protection of any Licences required for the Property.
28.10 The Tenant must inform the Landlord immediately if they become aware of any notice or complaint from the police, the Licensing Authority, a Responsible Authority or any third party including a local resident or local business which may adversely affect the Property, the Business or the Licences. The Tenant must take all reasonable steps that the Landlord asks to rectify the problem, including attending any meeting with the police the Licensing Authority or any other Responsible Authority or any third party either at the Property or at another venue and the Product other than Tenant must carry out any reasonable requests made by any of those parties or made by the Landlord in order to safeguard the Licences.
28.11 The Tenant must keep the Property open for business at all times specified in the purposes operating schedule of the Premises Licence unless otherwise agreed with the Landlord
28.12 The Tenant shall indemnify the Landlord and keep him indemnified in respect of any loss, damage or expense suffered by the Landlord as a result of:
establishing (a) the commission of any offence under the Licensing Xxx 0000,
(b) any failure to comply with the conditions to which the premises licence is subject, or
(c) any steps taken on determination of any application for a manufacturing Process for Product review of the Premises Licence as a consequence of any act or producing Product for Licensee and Licensee agrees to ensure that such sublicensee shall not assign, transfer, further sublicense or otherwise make over omission by the benefit Tenant or the burden of the rights granted to it pursuant to this Agreement; and
4.3.3 Any sublicence granted shall be expressly subject and subordinate to the terms of this Agreement, and it shall be Licensee’s responsibility to ensure the strict adherence by any sublicensee hereunder to the terms and conditions of this Agreement; and
4.3.4 Prior to the grant of any sublicence pursuant to this Clause 4 Licensee shall obtain the written consent of Lonza (such consent not to be unreasonably withheld), to the grant of such sublicenceDesignated Premises Supervisor.
4.4 If, on a country-by-country basis, any granted patents that form part of the Patent Rights (including any re-issued patents and unexpired patents), subsequently expire or no longer contain a Valid Claim such Patent Rights shall automatically fall outside the scope of this Agreement and the provisions of Clauses 4.1 to 4.3 shall only apply, with respect to granted patents, to those granted patents which contain a Valid Claim and form part of the Patents Rights for as long as those granted patents remain in force.
4.5 On a country-by-country basis, where no Valid Claims within the Patent Rights remain in force, the provisions of Clauses 4.1 to 4.3 shall only apply for as long as the System Know-How remains secret and substantial.
Appears in 1 contract
Samples: Lease Agreement
Licences. 4.1 Lonza hereby grants (A) Except as provided in clauses 6.8(B) and 7.7, the CMI Affiliate in each Territory shall use reasonable endeavours to Licensee a worldobtain and maintain in force on behalf of itself as agent for the relevant Unilever Affiliate all licences, consents and approvals (“Licences”) of any governmental or quasi-wide non-exclusive licence (governmental or other regulatory authority as may be required in connection with the right to sublicensestorage, subject to Clause 4.3 below) under promotion and sale of the System Know-How and Patent Rights to use, develop, manufacture, market, sell, offer for sale, distribute, import and export Product Products by the CMI Affiliate in the TerritoryTerritory in fulfilment of its obligations hereunder, and the costs of obtaining and maintaining all such Licences shall be for such CMI Affiliate’s account. The Unilever Affiliate in such Territory shall provide all such information and technical support as the relevant CMI Affiliate may from time to time reasonably request in connection with the obtaining and maintaining in force of any such Licence. Upon its becoming aware of the same, the CMI Affiliate shall promptly notify the relevant Unilever Affiliate that a Licence has not been granted or that a Licence has been withdrawn and shall take (at the relevant Unilever Affiliate’s expense) any lawful action that such Unilever Affiliate may require it to take in relation to the refused or withdrawn Licence.
4.2 Save (B) Without limitation of clause 7.7 and except as otherwise expressly provided by Clause 2.2 abovein this clause 6.8(B), the Licensee hereby undertakes not Unilever Affiliate in each Territory shall use reasonable endeavours to make any modifications obtain and maintain in force on behalf of such Unilever Affiliate all licences, consents or adaptations permits for those things endemic to the System during the subsistence of this Agreement.
4.3 Subject Products themselves, such as those related to the provisions formulations and labelling of this Clause 4.3Products (the “Product Licences”). The CMI Affiliate in such Territory shall provide all such information and technical and regulatory support as such Unilever Affiliate may from time to time reasonably request in connection with the obtaining and maintaining in force of any such Product Licence, Licensee provided that such support shall not cause such CMI Affiliate to incur unreasonable expenses. The costs of obtaining and maintaining the Product Licences that were obtained, held or maintained by any Company or Asset Seller for purposes of selling, storing or promoting Products in such Territory on or prior to the Closing Date (or the date of any Delayed Closing, as the case may be), and which were transferred to CMI or the Designated Buyer at or after Closing (or any Delayed Closing, as the case may be), shall be for the account of CMI (on behalf of itself and each relevant CMI Affiliate). The costs of obtaining and maintaining Product Licences which were not transferred to CMI or the Designated Buyer at or after Closing (or any Delayed Closing, as the case may be) shall be for the account of the Unilever Parties (on behalf of themselves and each relevant Unilever Affiliate) and paid for by the Unilever Parties (on behalf of themselves and each relevant Unilever Affiliate) promptly upon invoice. CMI and each CMI Affiliate shall be entitled to grant a sublicence deduct from amounts payable by CMI or such CMI Affiliate to the rights granted Unilever Parties or any Unilever Affiliate hereunder any amounts payable by Clause 4.1 to the Unilever Parties or any one or more third parties for the purposes of any such third party producing Product for Licensee provided always:
4.3.1 Licensee shall ensure such sublicensee’s use of the System, the Intellectual Property and the Product is undertaken solely for the purpose of establishing a manufacturing process for Product, or producing Product, for Licensee; and
4.3.2 The sublicensee shall not, by virtue of this Agreement, be granted any right or licence, either express or implied, under any patent or proprietary right vested in Lonza or otherwise, to use the System, the Intellectual Property or the Product other than for the purposes of
establishing a manufacturing Process for Product or producing Product for Licensee and Licensee agrees to ensure that such sublicensee shall not assign, transfer, further sublicense or otherwise make over the benefit or the burden of the rights granted to it Unilever Affiliate pursuant to this Agreement; and
4.3.3 Any sublicence granted clause 6.8(B). Notwithstanding any other provision herein, the CMI Affiliate shall be expressly subject and subordinate under no obligation to fulfil any of its obligations under this Agreement to the terms of this Agreementextent it is unable, and it shall be Licensee’s responsibility under Applicable Laws, to ensure the strict adherence by any sublicensee hereunder do so due to the terms lack of having any Licence or the failure by the Unilever Parties to obtain or maintain any Product Licence.
(C) The CMI Affiliate in each Territory shall, upon the reasonable request of the Unilever Affiliate in such Territory made in the ordinary course of business, co-operate with and conditions of this Agreement; and
4.3.4 Prior assist such Unilever Affiliate in understanding compliance matters relating to the grant packaging and labelling of any sublicence pursuant to this Clause 4 Licensee shall obtain the written consent of Lonza (such consent not to be unreasonably withheld)products, to the grant of such sublicencematerials handling, pack sizes and pack design in that Territory.
4.4 If, on a country-by-country basis, any granted patents that form part of the Patent Rights (including any re-issued patents and unexpired patents), subsequently expire or no longer contain a Valid Claim such Patent Rights shall automatically fall outside the scope of this Agreement and the provisions of Clauses 4.1 to 4.3 shall only apply, with respect to granted patents, to those granted patents which contain a Valid Claim and form part of the Patents Rights for as long as those granted patents remain in force.
4.5 On a country-by-country basis, where no Valid Claims within the Patent Rights remain in force, the provisions of Clauses 4.1 to 4.3 shall only apply for as long as the System Know-How remains secret and substantial.
Appears in 1 contract
Samples: Master Sales Agency Agreement (Johnson Polymer Inc)
Licences. 4.1 Lonza {***} hereby grants to Licensee and its Affiliates on the Effective Date
(a) a world-wide non-exclusive licence (with to use the right to sublicense, subject to Clause 4.3 below) under the System Process Know-How and Patent Rights to use, develop, manufacture, market, selland sell Product in the Territory; and
(b) a non-exclusive licence in the Territory to use the Materials to develop, offer for salemanufacture, distribute, import market and export sell Product in the Territory.
4.2 Save as expressly provided by Clause 2.2 above, The Licensee shall not use the Licensee hereby Materials or cause or permit the Materials to be used other than for the manufacture of Product and undertakes not to make any modifications or adaptations to the System during the subsistence of this AgreementMaterials.
4.3 Subject to Save as provided and permitted in clauses 4.4 and 4.5 below the provisions of this Clause 4.3, Licensee shall not be entitled to grant a sublicence to the rights granted by Clause 4.1 which are otherwise deemed to any be personal to Licensee and its Affiliates
4.4 Notwithstanding the restriction in Clause 4.3 but subject to the requirements in Clause 4.6 Licensee shall be entitled to sublicense the rights granted in Clause 4.1 to one or more third parties of the Permitted Sublicensee’s listed in Part 1 of Appendix 2 for the purposes sole purpose of undertaking testing of the Product on behalf of Licensee. .
4.5 Notwithstanding the restriction in Clause 4.3 but subject to the requirements in Clause 4.6 Licensee shall be entitled to sublicense the rights granted in Clause 4.1 to one or more of the Permitted Sublicensees listed in Part II of Appendix 2 for the development and/or manufacture of Product for and on behalf of Licensee.
4.6 The following terms and conditions shall apply in respect of any such third party producing Product for sublicense granted by the Licensee provided alwaysto a Permitted Sublicensee:
4.3.1 (a) Licensee shall ensure such sublicenseethat the Permitted Sublicensee’s use of the System, the Intellectual Property Process Know-How and the Product Materials is undertaken solely for the purpose activities permitted by Clauses 4.4 and 4.5 above and only on behalf of establishing a manufacturing process for Product, or producing Product, for Licensee; and
4.3.2 (b) The sublicensee Permitted Sublicensee shall not, by virtue of this Agreement, be granted any right or licence, either express or implied, under any patent or proprietary right vested in Lonza {***} or otherwise, to use the System, the Intellectual Property Process Know-How or the Product Materials other than for undertaking the purposes of
establishing a manufacturing Process activities permitted by Clauses 4.4 and 4.5 above and only for Product or producing Product for on behalf Licensee and Licensee agrees to ensure that such sublicensee Permitted Sublicensee shall not assign, transfer, further sublicense or otherwise make over the benefit or the burden of the rights granted to it pursuant to this Agreement; andand CONFIDENTIAL {***}
4.3.3 (c) Any sublicence granted shall be granted expressly subject and subordinate to the terms of this Agreement, and it shall be Licensee’s responsibility to ensure the strict adherence by any sublicensee Permitted Sublicensee hereunder to the terms and conditions of this Agreement; and
4.3.4 Prior Agreement and Licensee shall be fully responsible to {***} and shall indemnify {***} for any loss, claim or expense resulting from Permitted Sublicensee’s failure to so comply with the grant of any sublicence pursuant to obligations in this Clause 4 Licensee shall obtain the written consent of Lonza (such consent not to be unreasonably withheld), to the grant of such sublicence4.6.
4.4 If, on a country-by-country basis, any 4.7 No licence is granted patents that form part save as expressly provided herein and no licence in addition thereto shall be deemed to have arisen or be implied by way of the Patent Rights (including any re-issued patents and unexpired patents), subsequently expire estoppel or no longer contain a Valid Claim such Patent Rights shall automatically fall outside the scope of this Agreement and the provisions of Clauses 4.1 to 4.3 shall only apply, with respect to granted patents, to those granted patents which contain a Valid Claim and form part of the Patents Rights for as long as those granted patents remain in forceotherwise.
4.5 On a country-by-country basis, where no Valid Claims within the Patent Rights remain in force, the provisions of Clauses 4.1 to 4.3 shall only apply for as long as the System Know-How remains secret and substantial.
Appears in 1 contract
