License and Option Sample Clauses

License and Option. (i) MARSHFIELD CLINIC hereby grants to Licensee under the Licensed Patents an exclusive license to make, use and sell Products in the Licensed Field and Licensed Territory. (ii) MARSHFIELD CLINIC grants to Licensee an exclusive option to license any warfarin molecular markers identified by inventors of MARSHFIELD CLINIC and solely owned by MARSHFIELD CLINIC that are identified before January 1, 2011. MARSHFIELD CLINIC also grants a non-exclusive option to non-exclusively license warfarin molecular markers jointly owned by MARSHFIELD CLINIC, provided MARSHFIELD CLINIC is not restricted from doing so by agreement with joint owner. Such offer is conditional on Licensee’s satisfactory progress towards market launch of Licensed Products, including receiving FDA approval (Appendix E), as determined by MARSHFIELD CLINIC. MARSHFIELD CLINIC shall notify Licensee in writing of any such markers in a timely manner, after such markers are disclosed by the inventors to MARSHFIELD CLINIC. Upon receipt of notification, Licensee shall have thirty (30) days to provide written notice to MARSHFIELD CLINIC that Licensee desires to exercise such option. Upon MARSHFIELD CLINIC’S receipt of such notice, MARSHFIELD CLINIC and Licensee shall enter into good faith negotiations regarding the terms of a license agreement and shall have ninety (90) days from the date of notice to negotiate such a license. If MARSHFIELD CLINIC and Licensee fail to enter a license within such time period, the option granted shall terminate, unless extended by a written agreement signed by both parties, but only with respect to the specific warfarin molecular marker disclosed. (iii) In consideration of establishing a long-term collaboration, Licensee agrees to place an Osmetech eSensor XT-8 instrument at MARSHFIELD CLINIC and provide necessary training on or before March 31, 2008. The Licensee retains all rights to the equipment and may terminate the arrangement after a six (6) month advance notice. Osmetech Marshfield Exclusive License 07-M0001 1 of 15
Sample 1Sample 2Sample 3See All (6)
License and Option. University grants to Company an exclusive option to obtain an exclusive (if available) worldwide license, with the right to grant sublicenses in the case of an exclusive license, to any or all of University's interests in the University Inventions and Joint Inventions under this Agreement. The terms of the exclusive license will be negotiated in good faith by the Parties, such option to exist for ninety (90) days following Company’s receipt of disclosure of such Invention. Such license will include commercially reasonable financial consideration, including reimbursement of patent costs.
Sample 1Sample 2Sample 3See All (4)
License and Option. (a) Subject to the terms and conditions of this Agreement, Xencor hereby grants to Amgen an exclusive, royalty-bearing license, with the right to sublicense through multiple tiers, under the Xencor Technology and Xencor’s interest in the Joint Patents, to Develop, make, have made, use, sell, have sold, offer for sale and import the Compound and Products in the Field in the Territory (the “License”), which License shall be in effect during the Term but shall be exercisable only in the event that Amgen provides the Option Exercise Notice and pays Xencor the Initial Option Exercise Fee. The License shall be exclusive even as to Xencor, except that Xencor retains the right during the Collaboration Period to conduct Development activities of the Compound and Product (other than those activities expressly allocated to Amgen) in accordance with the Pre-POC Development Plan under Section 3.2. (b) Notwithstanding the foregoing, except as expressly permitted pursuant to Section 3.3 and Schedule M, Amgen hereby covenants and agrees that prior to the Option Exercise Date: (i) Amgen shall not exercise or practice any license rights granted to Amgen under this Section 5.1 or any other rights that become effective after the Option Exercise Date under this Agreement and (ii) Amgen shall not, directly or indirectly (including through any Affiliate or Third Party), Develop, make, have made, use, sell, have sold, offer for sale or import Compound or Products, except to the extent (if any) necessary to perform Pre-POC Development Plan activities allocated to Amgen under the Pre-POC Development Plan or that are authorized under Section 3.3 above. (c) Notwithstanding any other provision of this Agreement to the contrary, the License does not include the right to use the Xencor XmAb High ADCC (Antibody Dependent Cell Cytotoxicity) Technology to increase the cytotoxic effect or function of a Compound.
Sample 1Sample 2Sample 3See All (4)
License and Option. You and your institution grant to JHU (I) a non-exclusive royalty-free license to Inventions for non-commercial academic research purposes (ii) a non-exclusive, royalty bearing (not to exceed 1% of JHU's licensee's net sales) transferable license to Inventions which are new uses of the Material(s) (for example, new therapeutic indications for, and new methods of administration of, the Material(s) and (iii) a first option to obtain an exclusive, royalty-bearing transferable license to any or all of your interests in the Inventions, all with the right to grant sublicenses. For each Invention, JHU's first option must be exercised within ninety (90) days of your disclosure of that Invention to JHU. The royalty payable to you and other terms of the exclusive license will be negotiated by the parties in good faith.
Sample 1Sample 2
License and Option. 3.1 FHCRC hereby grants to LICENSEE a royalty-bearing, exclusive (except as otherwise stated herein) license under FHCRC’s entire interest in the PATENT RIGHTS to manufacture, have manufactured, distribute, have distributed, use, research, improve, import and export, offer to SELL and SELL LICENSED PRODUCTS within the LICENSED TERRITORY for use within the LICENSED FIELD. FHCRC also grants to LICENSEE a non-exclusive license to the TECHNOLOGY RIGHTS for the same purposes and scope as is specified for the license of the PATENT RIGHTS. Subject to the terms hereof, LICENSEE may practice such licenses itself or through its SUBLICENSEES. These grants are subject to the Government of the United States of America as described in Sections 14.1 and 14.2 of this AGREEMENT, the timely payment by LICENSEE to FHCRC of all consideration due hereunder from LICENSEE as provided herein, and the following rights retained by FHCRC to: (a) publish the general scientific findings from research related to LICENSED SUBJECT MATTER, subject to the terms of Section 11.3; and (b) use PATENT RIGHTS for its and, with the consent of LICENSEE (which may be withheld in its sole discretion), other not-for-profit entities’, non-commercial research, teaching, non-commercial patient care, and other educationally-related purposes. 3.2 LICENSEE may grant sublicenses under LICENSED SUBJECT MATTER, through multiple tiers, within the TERRITORY for use within the LICENSED FIELD, consistent with the terms of this AGREEMENT. (a) LICENSEE will collect payment of all payments due, directly or indirectly, to FHCRC from SUBLICENSEES and summarize and deliver all reports due, directly or indirectly, to FHCRC from SUBLICENSEES. (b) LICENSEE shall be responsible for acts and omissions of its SUBLICENSEES that would cause a breach of this AGREEMENT if performed by LICENSEE. (c) LICENSEE’s sublicenses will not exceed the scope and rights granted to LICENSEE hereunder and will be no less favorable to FHCRC than this AGREEMENT in terms of limiting FHCRC’s liability, protecting FHCRC’s intellectual property and proprietary rights and indemnities in favor of FHCRC. SUBLICENSEES must agree in writing to be bound by applicable terms and conditions of this AGREEMENT. (d) If a SUBLICENSEE pursuant hereto becomes bankrupt, insolvent or is placed in the hands of a receiver or trustee, LICENSEE, to the extent allowed under applicable law and in a timely manner, agrees to use reasonable commercial efforts to collect all ...
Sample 1
License and Option. Recipient and Investigator- grant to GI (a) a non--exclusive, royalty--fee license to Inventions' which arc new uses of the Material (for example, new therapeutic indications for, and new methods of manufacture and administration of the Material) and (b) a first option to obtain an exclusive, royalty--bearing license to ;any or all of Recipient's and Investigator's interests in the Inventions, both with the right to grant sublicenses. For each Invention. GI's first option must be exercised within ninety (90) days of full written disclosure of that Invention to GI by Recipient and/or Investigator. The royalty payable to Recipient or Investigator and other terms of the exclusive license will be negotiated in good faith.
Sample 1
License and Option. Recipient hereby grants to Provider a non-exclusive, royalty-free, worldwide license, to each Recipient Sole Invention. Recipient hereby grants to Provider an option to obtain an exclusive worldwide license, to each Recipient Sole Invention and to Recipient’s interest in any Joint Inventions, on commercially reasonable terms. The option shall extend for a period of nine (9) months following disclosure of the Invention to Provider. License terms will be negotiated in good faith. In the event the parties fail to reach a mutually acceptable agreement within twelve (12) months after commencing negotiations, Recipient shall be entitled to negotiate a license with a third party for such Invention.
Sample 1
License and Option. In further consideration for the assignment and license of rights to the Technology hereunder, Company hereby grants back to Assignor a non-exclusive, perpetual, worldwide (excluding the Republic of Korea) royalty-free transferable license (with the right to sublicense through multiple tiers of sublicenses) to make, have made, use, sell, offer for sale, import, copy, reproduce, distribute and practice the Assigned Technology assigned or licensed to Company hereunder; provided that if Company shall fail to commercialize the Assigned Technology and the license to the Licensed Technology in any country within five (5) years of the Effective Date, then at Assignor's sole option, ownership of the Assignor Technology with respect to that particular country shall revert to Assignor. For purposes of implementing this Section 6, on or about forty-eight (48) months after Effective Date, Company shall provide to Assignor a report detailing Company's progress in the commercialization of the Assigned and Licensed Technology and shall thereafter supply to Assignor such information as reasonably requested by Assignor, to demonstrate Company's commercialization obligations as set forth in this Section 6. The license granted back to Assignor in this Section 6 shall survive, in the event of the bankruptcy of Company.
Sample 1
License and Option 
Sample 1Sample 2Sample 3See All (27)

Related to License and Option

  • License and Ownership (a) The Software provided by Mirantis as part of the Subscription Services are governed by license(s) contained or referenced in the Exhibit(s); (b) neither party has the right to use the other party’s marks provided that Mirantis may use Customer’s name and logo for the sole purpose of identifying Customer as a Mirantis customer; and (c) notwithstanding anything to the contrary contained in this Agreement or an Order Form, the ideas, methods, concepts, know-how, structures, techniques, inventions, developments, processes, discoveries, improvements and other information and materials developed in and during the course of any Services may be used by Mirantis, without an obligation to account (financially or otherwise), in any way Mirantis deems appropriate, including by or for itself or its customers or partners.

  • Sublicense Grant Licensee will be entitled to grant Sublicenses to third parties under the license granted pursuant to Section 2.1 subject to the terms of this Section 2.3. Any such Sublicense shall be on terms and conditions in compliance with and not inconsistent with the terms of this Agreement. The grant of a Sublicense shall not in any way diminish or alter Licensee’s obligations under this Agreement.

  • SOFTWARE LICENSE GRANT Where Product is acquired on a licensed basis the following shall constitute the license grant:

  • License Grant If Products include software, firmware or documentation, Supplier grants to DXC a non-exclusive, perpetual, royalty free, worldwide license to use, reproduce, display, prepare derivative works of the documentation and distribute such works, software, firmware or documentation directly or as integrated into DXC products, and to sublicense such rights to third parties. Supplier shall identify all licenses and deliver to DXC all materials required to meet the requirements of any licenses for third party software that is included in the Products. Supplier shall deliver to DXC the source code for any software licensed under a license that has a source availability requirement (such as the GNU General Public License). If the source code is not included with the material that Supplier has previously delivered, Supplier shall deliver within seven (7) days after DXC’s request the source code for any software licensed under an open source license that has a source availability requirement. Supplier grants DXC the right to duplicate and distribute the materials as necessary.

  • License Grants The licenses granted in this Section 2 are subject to the terms and conditions set forth in this XXXX: a. Subject to Section 2(b), you may install and use the Software on a single computer; OR install and store the Software on a storage device, such as a network server, used only to install the Software on your other computers over an internal network, provided you have a license for each separate computer on which the Software is installed and run. Except as otherwise provided in Section 2(b), a license for the Software may not be shared, installed or used concurrently on different computers. b. In addition to the single copy of the Software permitted in Section 2(a), the primary user of the computer on which the Software is installed may make a second copy of the Software and install it on either a portable computer or a computer located at his or her home for his or her exclusive use, provided that: A. the second copy of the Software on the portable or home computer (i) is not used at the same time as the copy of the Software on the primary computer and (ii) is used by the primary user solely as allowed for such version or edition (such as for educational use only), B. the second copy of the Software is not installed or used after the time such user is no longer the primary user of the primary computer on which the Software is installed. c. In the event the Software is distributed along with other PremiumSoft software products as part of a suite of products (collectively, the "Studio"), the license of the Studio is licensed as a single product and none of the products in the Studio, including the Software, may be separated for installation or use on more than one computer. d. You may make one copy of the Software in machine-readable form solely for backup purposes. You must reproduce on any such copy all copyright notices and any other proprietary legends on the original copy of the Software. You may not sell or transfer any copy of the Software made for backup purposes. e. You agree that PremiumSoft may audit your use of the Software for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the Software by you other than in full compliance with the terms of this Agreement, you shall reimburse PremiumSoft for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance. f. Your license rights under this XXXX are non-exclusive.

  • License Terms This license is for one full Semester. It cannot be cancelled or terminated except under the conditions cited in this license.

  • Sublicense Rights Subject to the terms and conditions of this Agreement, Astellas shall have the right to grant sublicenses of the rights granted to it under Section 3.1.1 and 2.5.3(c) through multiple tiers to its Affiliates, provided that Astellas shall be and remain responsible for performance of all its obligations under this Agreement, and any action by an Affiliate shall be deemed an action by Astellas for which it is responsible. Astellas and its Affiliates may grant sublicenses through multiple tiers to Third Parties (a) whose primary business is contract manufacturing, solely for manufacturing and supplying Licensed Compound or Product to Astellas or any Related Party or (b) to a subcontractor to perform Astellas’s assigned responsibilities under this Agreement or any Research Plan, Development Plan or Co-Promotion Plan. All other sublicenses to be granted by Astellas or any Astellas Affiliate in the Joint Development Territory prior to […***…] will require prior written approval from Ambit, which shall not be unreasonably withheld or delayed, provided that in the event such sublicense is to all of Astellas’s rights in the U.S. or the Joint Development Territory to a Person who is not an Astellas Affiliate such approval shall be at Ambit’s sole discretion. In the case of sublicenses pursuant to the immediately preceding sentence above, Astellas shall provide to Ambit, upon Ambit’ written request, a copy of all executed agreements in which rights granted by Ambit under this Agreement are sublicensed (and Astellas shall have the right to make reasonable redactions prior to providing such agreements(s)). Ambit shall treat all such sublicense agreements as Astellas’s Confidential Information. Astellas or its Affiliates may grant sublicenses (i) in the Joint Development Territory at any time after the first NDA Submission in the Joint Development Territory, provided that, with respect to each applicable Product in the U.S., the Required Exercise Date has occurred and Ambit has not exercised the Co-Promotion Option or the Co-Promotion Term has expired or terminated and (ii) outside the Joint Development Territory, in each case ((i) and (ii)) through multiple tiers of Sublicensees without Ambit’s approval. Each sublicense granted by Astellas pursuant to this Section 3.1.2 shall be subject and subordinate to the terms and conditions of this Agreement. Any sublicense granted by Astellas shall impose on the Sublicensee obligations consistent with the terms and conditions of this Agreement, with each Sublicensee being required to comply with the obligations under this Agreement applicable to Sublicensees, and also to comply with the generally-applicable obligations of this Agreement that are appropriate for application to Sublicensees. Astellas shall ensure that all Persons to which it (or its Affiliate) grants sublicenses comply with all applicable terms and conditions of this Agreement, and Astellas shall be responsible for any failure of any such Sublicensee to comply with such terms or conditions, with the further understanding that any action or omission by any such Sublicensee that, if committed by Astellas would be a breach of this Agreement (with respect to those country(ies)) in which such Sublicensee is sublicensed), will be deemed a breach by Astellas of this Agreement (with respect to those country(ies) in which such Sublicensee is sublicensed) for which Astellas is responsible. Without limiting the foregoing, no sublicense shall modify Ambit’s rights or obligations under this Agreement (including Ambit’s Co-Promotion rights). Without limiting the foregoing, any sublicense agreement shall contain the following provisions, as applicable: (i) a requirement that such Sublicensee submit applicable Net Sales or other reports consistent with those required hereunder; (ii) audit requirements similar to those set forth in this Agreement; and (iii) a requirement that such Sublicensee comply with the confidentiality provisions of Article 6 with respect to Ambit’s Confidential Information.

  • License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.

  • Sublicense Agreements Sublicenses under this Section 2.3 shall be granted only pursuant to written agreements, which shall be subject to and consistent with the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect: 2.3.2.1 all provisions necessary to ensure Licensee’s ability to comply with Licensee’s obligation under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1; 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also shall state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 in the event of termination of the license set forth in Section 2.1.1 above (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)), any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.3; and 2.3.2.5 the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreement.

  • Sublicense SONY shall be permitted to sublicense the rights ---------- granted in Section 2.1 only to: (a) wholly-owned subsidiaries of SONY; provided that SONY shall promptly notify LEXAR in writing of sublicenses granted to subsidiaries and SONY shall acknowledge responsibility for such subsidiary's compliance with the terms of this Lexar Technology License Agreement; and (b) any parties for the manufacture, use, offer for sale, import and sale of Host Devices and any components of Host Devices, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's sublicense rights under this Section 2.2(b) shall be contingent upon SONY entering into a written agreement with each sublicensee in the form of Exhibit C. SONY will provide LEXAR with a copy of each such --------- sublicense agreement immediately after execution thereof. Nothing in this Agreement shall be construed as permitting SONY to reveal LEXAR Confidential Information, as such term is defined in Section 6, to sublicensees under this Section 2.2(b). In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not have the right to sublicense the rights granted under this agreement. * Material has been omitted and filed separately with the Commission.