Common use of License Description Clause in Contracts

License Description. Licensor grants to Licensee the following (A) and (B), of which shall constitute the Licensee’s license (the “License”), solely to, (i) use as office, research and development, and laboratory space consistent with current zoning for the Building and all applicable laws; (ii) conduct Licensee’s business; and (iii) collaborate with Licensor’s staff and other licensees in accordance with this Agreement: (A) a non- transferable, non-assignable license (except as expressly set forth herein) (i) First Floor Labs, more specifically identified in the blue-shaded portion of the floor plan attached to this Agreement as Exhibit 1 (“Lab Suites”), and (ii) First Floor Offices, more specifically identified in the blue-shaded portion of the floor plan attached to this Agreement as Exhibit 1 (“Office Suites”) (Lab Suites and Office Suites are collectively the “Licensed Premises”) and (B) a non-transferable, non-exclusive, non-assignable license to use any common areas (“Shared Premises”), subject to Licensor’s reasonable rules and restrictions; provided, however, in the event of a conflict between any such rules and regulations and this Agreement, this Agreement shall control. The parties acknowledge in all events during the Term (as hereinafter defined) of this Agreement, the Shared Premises shall include access to those conference room spaces, kitchen, snack, , showers, and wellness room that exist as of the date of this Agreement, subject to Licensor and Landlord’s reasonable rules and regulations. Subject to the deliver requirements set forth in Section 2(a) below, Licensee shall accept the Licensed Premises and Shared Premises in their “as-is” conditions and Licensor shall have no obligation to alter, repair or otherwise prepare the Licensed Premises for Licensee’s use or to pay for, or provide any, improvements to the Licensed Premises except as expressly provided herein. Licensee shall not use the Licensed Premises or Shared Premises for any use other than the foregoing, including but not limited to medical care or human clinical trials, without first obtaining written permission from Licensor, which Licensor may withhold in its sole discretion.

Appears in 2 contracts

Samples: License Agreement (Entrada Therapeutics, Inc.), License Agreement (Entrada Therapeutics, Inc.)

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License Description. Licensor SmartLabs grants to Licensee the following (A) and (B), of which shall constitute the Licensee’s license (the “License”), solely to, (i) use as office, research and development, office and laboratory space consistent with current zoning for the Building and all applicable laws; (ii) conduct Licensee’s business; and (iii) collaborate with Licensor’s SmartLabs’ staff and other licensees in accordance with this Agreement: (A) a non- non-transferable, non-assignable license (except as expressly set forth herein) to, (i) First Floor Labsuse Lab 12N and 13N, more specifically identified in the blue-shaded portion of the floor plan attached to this Agreement as Exhibit 1 (“Lab SuitesSuite”), and (ii) First Floor Officesuse Office 08S, more specifically identified in the blue-shaded portion of the floor plan attached to this Agreement as Exhibit 1 (“Office SuitesSuite) (Lab Suites and Office Suites are collectively the “Licensed Premises”) ), and (B) a non-transferable, non-exclusive, non-assignable license to use any common areas (“Shared Premises”), subject to Licensor’s reasonable rules SmartLabs’ Rules and restrictions; provided, however, in the event of a conflict between any such rules and regulations and this Agreement, this Agreement shall control. The parties acknowledge in all events during the Term Regulations (as hereinafter defined) defined herein). Any combination of this Agreementthe Lab Suite, the Office Suite, and Shared Premises shall include access to those conference room spaces, kitchen, snack, , showers, and wellness room that exist as of constitute the date of this Agreement, subject to Licensor and Landlord’s reasonable rules and regulationslicensed premises (the “Licensed Premises”). Subject to the deliver requirements set forth in Section 2(a) below, Licensee shall accept the Licensed Premises and Shared Premises in their its “as-is” conditions condition and Licensor SmartLabs shall have no obligation to alter, repair or otherwise prepare the Licensed Premises for Licensee’s use or to pay for, or provide any, improvements to the Licensed Premises except Premises; provided, however, Licensor agrees to pay for the cost of certain demising walls as expressly provided hereinagreed between the parties. Licensee shall not use the Licensed Premises or Shared Premises for any use other than the foregoing, including but not limited to medical care or human clinical trials, without first obtaining written permission from LicensorSmartLabs, which Licensor SmartLabs may withhold in its sole discretion. Licensee warrants that its use of the Licensed Premises shall at all times comply with all applicable rules, laws and regulations.

Appears in 1 contract

Samples: License Agreement (Yumanity Therapeutics, Inc.)

License Description. Licensor grants to Licensee the following (A) and (B), of which shall constitute the Licensee’s 's license (the "License"), solely to, (i) use as office, research and development, office and laboratory space (and all uses ancillary thereto), in all cases, consistent with current zoning for the Building and all applicable laws; (ii) conduct Licensee’s 's business; and (iii) collaborate with Licensor’s 's staff and other licensees in accordance with this Agreement: : (A) a non- non-transferable, non-assignable license (except as expressly set forth herein) to, (i) First Floor Labsuse Lab J, more specifically identified in the blue-shaded portion of the floor plan attached to this Agreement as Exhibit 1 ("Lab Suites”Suite"), and (ii) First Floor Officesuse Office J, more specifically identified in the blue-shaded portion of the floor plan attached to this Agreement as Exhibit 1 ("Office Suites”) (Lab Suites and Office Suites are collectively the “Licensed Premises”Suite") and (B) a non-non­ transferable, non-exclusive, non-assignable license to use any common areas ("Shared Premises"), subject to Licensor’s 's reasonable rules and restrictions; provided, however, restrictions which shall be implemented in the event of a conflict between any such rules and regulations and this Agreement, this Agreement shall controlnon-discriminatory basis with respect to Licensee. The parties acknowledge in all events during the Term (as hereinafter defined) of this AgreementLab Suite, the Office Suite and Shared Premises shall include access to those conference room spaces, kitchen, snack, , showers, and wellness room that exist as of constitute the date of this Agreement, subject to Licensor and Landlord’s reasonable rules and regulationslicensed premises (the "Licensed Premises"). Subject to the deliver requirements set forth in Section 2(a) below, Licensee shall accept the Licensed Premises and Shared Premises in their “as-is” conditions and Licensor shall have no obligation to alter, repair or otherwise prepare the Licensed Premises for Licensee’s 's use or to pay for, or provide any, improvements to the Licensed Premises except as expressly provided herein. Licensee shall not use the Licensed Premises or Shared Premises for any use other than the foregoing, including but not limited to medical care or human clinical trials, without first obtaining written permission from Licensor, which Licensor may withhold in its sole discretion.

Appears in 1 contract

Samples: License Agreement (Gritstone Oncology, Inc.)

License Description. Licensor grants to Licensee the following (A) and (B), of which shall constitute the Licensee’s license (the “License”), solely to, (i) use as office, research and development, office and laboratory space consistent with current zoning for the Building and all applicable laws; (ii) conduct Licensee’s business; and (iii) collaborate with Licensor’s staff and other licensees in accordance with this Agreement: (A) a non- non-transferable, non-assignable license (except as expressly set forth herein) (i) First Floor Labsto use Lab Suites F, G and H more specifically identified in the blue-shaded portion of the floor plan attached to this Agreement as Exhibit 1 (“Lab Suites”), and (ii) First Floor Officesuse Office Suites F and G, more specifically identified in the blue-shaded portion of the floor plan attached to this Agreement as Exhibit 1 (“Office Suites”) (Lab Suites”)(Lab Suites and Office Suites are collectively the “Licensed Premises”) and (B) a non-transferable, non-exclusive, non-non- assignable license to use any common areas (“Shared Premises”), subject to Licensor’s reasonable rules and restrictions. Licensor shall deliver the Licensed Premises turnkeyed, at Licensor’s expense, per a mutually agreed upon delivery condition and inclusive of all elements of the attached Licensee space program and based on building standard materials. Licensor shall deliver the Licensed Premises fully furnished with cabling and wiring included. Licensee shall have access to the furniture in the Licensed Premises for the entire Term at no additional cost; provided, however, that Licensor shall not be required to provide any furniture above and beyond what is explicitly set forth herein. Licensor shall deliver the Licensed Premises with all systems exclusively servicing the Licensed Premises in good working condition and suitable for laboratory uses. Licensor will deliver the event Licensed Premises with code compliant demising walls and common area corridors, all as described in plans and specifications to be attached to this License as Exhibit 4. Licensee reserves the right to perform an independent due diligence of a conflict between any Building’s base building infrastructure, provided Licensor is present and provided such rules due diligence is agreed upon by the Landlord and regulations and this Agreement, this Agreement shall control. The parties acknowledge in all events during accordance with the Term (as hereinafter defined) of this Agreement, the Shared Premises shall include access to those conference room spaces, kitchen, snack, , showers, and wellness room that exist as of the date of this Agreement, subject to Licensor and Landlord’s reasonable rules and regulationsLease. Subject to the deliver delivery requirements set forth in Section 2(a) belowthis License, Licensee shall accept the Licensed Premises and Shared Premises in their “as-is” conditions conditions. Licensor shall maintain HVAC, electrical, life safety and plumbing systems specifically servicing the Licensed Premises throughout the Term. Licensor shall remain responsible for all of the obligations of Licensor, as tenant, pursuant to the terms of the Lease and shall take commercially reasonable efforts to cause the Landlord to perform its obligations pursuant to the Lease. Licensor shall have no obligation to alter, repair or otherwise prepare the Licensed Premises for Licensee’s use or to pay for, or provide any, improvements to the Licensed Premises except as expressly provided herein. Licensee shall not use the Licensed Premises or Shared Premises for any use other than the foregoing, including but not limited to medical care or human clinical trials, without first obtaining written permission from Licensor, which Licensor may withhold in its sole discretion.

Appears in 1 contract

Samples: License Agreement (Proteostasis Therapeutics, Inc.)

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License Description. Licensor grants to Licensee the following (A) and (B), of which shall constitute the Licensee’s license (the “License”), solely to, (i) use as office, research and development, and laboratory space consistent with current zoning for the Building and all applicable laws; (ii) conduct Licensee’s business; and (iii) collaborate with Licensor’s staff and other licensees in accordance with this Agreement: (A) a non- non-transferable, non-assignable license (except as expressly set forth herein) to, (i) First Floor Labsuse Private Lab H, more specifically identified in the blue-shaded portion of the floor plan attached to this Agreement as Exhibit 1 (“Lab SuitesSuite”), and (ii) First Floor Officesuse Private Office G, more specifically identified in the blue-shaded portion of the floor plan attached to this Agreement as Exhibit 1 (“Office SuitesSuite) ), (Lab Suites Suite” and Office Suites are Suite”, collectively the “Licensed Premises”) and (B) a non-transferable, non-exclusive, non-assignable license to use any common areas (“Shared Premises”), subject to Licensor’s reasonable rules and restrictions; provided, however, in the event of a conflict between any such rules and regulations and this Agreement, this Agreement shall control. The parties acknowledge in all events during the Term (as hereinafter defined) of this Agreement, the Shared Premises shall include access to those conference room spaces, kitchen, snack, , showers, kitchen and wellness room training rooms that exist in substantially the same or better manner than as of the date of this Agreement, subject to Licensor and Landlord’s reasonable rules and regulations. Subject to the deliver requirements set forth in Section 2(a) below, Licensee shall accept the Licensed Premises and Shared Premises in their “as-is” conditions and Licensor shall have no obligation to alter, repair or otherwise prepare the Licensed Premises for Licensee’s use or to pay for, or provide any, improvements to the Licensed Premises except as expressly provided herein. Licensee shall not use the Licensed Premises or Shared Premises for any use other than the foregoing, including but not limited to medical care or human clinical trials, without first obtaining written permission from Licensor, which Licensor may withhold in its sole discretion.

Appears in 1 contract

Samples: License Agreement (Beam Therapeutics Inc.)

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