License Grant to GSK Sample Clauses

License Grant to GSK. (a) Subject to the terms and conditions of this Agreement (including without limitation, the provisions of Article 4 below and the retained rights of Antigenics MA set forth in Sections 3.1 and 3.2 below), Antigenics MA hereby grants to GSK a [**] right and license (with the right to grant sublicenses to its Affiliates and Sublicensees as defined in the License Agreement, subject to the provisions of Section 2.5(c) below) to [**] for the sole purpose of [**]. To the extent that Antigenics MA subcontracts or sublicenses with its Affiliates or Third Parties to Manufacture hereunder, Antigenics MA shall obtain the right under the intellectual property rights of such Affiliate or Third Party related to the Manufacture of QS-21, with the right to grant sublicenses to GSK and its Affiliates (and such license shall be further sublicensable by GSK to its Affiliates and Sublicensees, subject to the provisions of Section 2.5(c) below), to use any such intellectual property necessary for or actually applied to the Manufacture of QS-21 that is discovered or developed by such Affiliate or Third Party to preserve the license granted to GSK and its Affiliates in this Section. (b) Notwithstanding the provisions of Section 2.5(a) above, Antigenics MA hereby retains the right and has the obligation to Manufacture QS-21 for GSK, its Affiliates, and Sublicensees (subject to Section 2.5(c) below), as set forth in Sections 3.1, 3.2 and 3.3 below. For the avoidance of doubt, nothing in this Section 2.5 shall be construed to prevent Antigenics MA from Manufacturing or having Manufactured QS-21 for itself or any other parties. For the Term of this Agreement, GSK agrees to Manufacture or have Manufactured QS-21 solely in accordance with this Agreement, and for the term of the License Agreement and thereafter to use QS-21 solely to develop, make, have made, use, sell, offer for sale and import QS-21 Vaccines. (c) GSK may grant sublicenses to Sublicensees provided that: (i) the Sublicensee will practice the Manufacturing Technology only to the extent granted to GSK under this Agreement; (ii) GSK and each Affiliate Sublicensee will sign a [**] under which the Affiliate Sublicensee will agree to be bound by the terms of this Agreement; [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.
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License Grant to GSK. As of the Effective Date and subject to the terms and conditions of this Agreement, Scynexis, on behalf of itself and its Affiliates, hereby grants to GSK (a) an exclusive (even as to Scynexis and its Affiliates, but subject to the Scynexis Retained Rights), royalty-bearing, sublicensable (in accordance with Section ‎2.2), non-transferable (except as set forth in Section ‎14.2) license (i) under the Scynexis Intellectual Property and Xxxxxxxx’s and its Affiliates’ interest in all Joint Patents, to Exploit any Compound and any Products in the Field in the GSK Territory, (ii) to use the Product Trademarks in the GSK Territory in connection with the Commercialization of any Compound and any Products in the Field in the GSK Territory, and (iii) to use the Scynexis Websites and Copyrights in connection with the Exploitation of any Compound and any Products in the Field in the GSK Territory; and (b) a non-exclusive, royalty-free, sublicensable (in accordance with Section ‎2.2), non-transferable (except as set forth in Section ‎14.2) license (i) under the Scynexis Intellectual Property and Scynexis’s and its Affiliates’ interest in all Joint Patents, to Manufacture (including to have Manufactured) any Compound and any Products in the Field in the Excluded Territory and (ii) to use the Product Trademarks in the Excluded Territory in connection with such Manufacture, in each case of (i) and (ii), solely for the purpose of (x) obtaining Regulatory Approval of such Compound and such Products in the Field in the GSK Territory and (y) Exploiting such Compound and such Products in the Field in the GSK Territory. Upon the assignment to GSK of each item of Scynexis Websites and Copyrights pursuant to Section 4.4(a)(y), the license set forth in Section 2.1(a)(iii) shall terminate solely with respect to such item of Scynexis Websites and Copyrights. GSK shall not, and GSK shall not permit its Affiliates or Sublicensees or its or their distributors to, (A) practice or otherwise exploit the Scynexis Intellectual Property outside the scope of the licenses granted to GSK under this Section ‎2.1 or otherwise in violation of this Agreement, (B) Develop or Commercialize any Compound or Product outside the GSK Territory (other than Development activities allocated to GSK as set forth in the Development Plan as amended in accordance with this Agreement), or (C) distribute, market, promote, offer for sale, sell or otherwise Commercialize any Compound or Product (1) to any Third Party...
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License Grant to GSK. 4.1.1 Subject to the terms and conditions of this Agreement, if GSK exercises its Option pursuant to Section 3.8 (Exercise of Option and License Effective Date), then, effective as of the License Effective Date, Mersana or its Affiliates hereby grant to GSK, a royalty-bearing, sublicensable through multiple tiers (subject to Section 4.3 (Sublicenses)), exclusive (even as to Mersana and its Affiliates, but subject to the Mersana Retained Rights) license under the Mersana Technology to make, have made, use, sell, offer for sale, import, Develop, Manufacture, Commercialize and otherwise Exploit the Licensed Compound and the Licensed Products in the Field in the Territory. 4.1.2 Subject to the terms and conditions of this Agreement, if GSK exercises its Option pursuant to Section 3.8 (Exercise of Option and License Effective Date), Mersana hereby grants to GSK a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, freely sublicensable (through multiple tiers), freely transferrable license under all Assigned Platform-Specific Arising Technology assigned by GSK to Mersana pursuant to Section 13.1.4 (Mersana Arising Technology) for any and all purposes, including to Exploit any compound or product.
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License Grant to GSK. Subject to the terms and conditions of this Agreement, ITEOS or its Affiliates hereby grant to GSK and its Affiliates, as of the Effective Date, a royalty-bearing, sublicensable through multiple tiers (subject to Section 10.3 (Sublicenses)) license under the ITEOS Technology to make, have made, use, sell, offer for sale, import, Develop, Manufacture, perform Medical Affairs with respect to and Commercialize Licensed Products in the Field in the Territory during the Term in accordance with this Agreement, the Global Development Plan and the Commercialization Plans, or pursuant to Section 3.4 (Additional Development), which license will be exclusive (even as to ITEOS, subject to the ITEOS Retained Rights) in the Net Sales Territory and co-exclusive (together with ITEOS and its Affiliates) in the Profit-Sharing Territory during the Profit-Sharing Term; provided that ITEOS reserves (a) the right to (i) Develop the Licensed Antibodies and Licensed Products as set forth in the Global Development Plan or pursuant to Section 3.4 (Additional Development) or Section 3.5.3(b) (Third Party Combination Exception) and (ii) Manufacture Licensed Antibodies and Licensed Products as set forth in this Agreement, and (b) a co-exclusive (together with GSK and its Affiliates) right under all such ITEOS Technology to perform Medical Affairs for and Commercialize the Licensed Products in the Field in the Profit-Sharing Territory during the Profit-Sharing Term in accordance with the Joint Commercialization Plan and the terms of this Agreement ((a) and (b), collectively, the “ITEOS Retained Rights”).
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License Grant to GSK. On the Effective Date and subject to the terms and conditions of this Agreement, Arrowhead, on behalf of itself and its Affiliates, hereby grants to GSK and its Affiliates (a) an exclusive (even as to Arrowhead and its Affiliates, subject to the Arrowhead Retained Rights), royalty-bearing, sublicensable (in accordance with Section ‎2.2), transferable (in accordance with Section ‎13.2) license under the Arrowhead Technology to Develop, Manufacture (including to have Manufactured) and Commercialize the Compound and any Products in the Field in the GSK Territory; and (b) a non-exclusive, royalty-free, sublicensable (in accordance with Section ‎2.2), transferable (in accordance with Section ‎13.2) license under the Arrowhead Technology to Manufacture (including to have Manufactured) the Compound and any Products in the Arrowhead Territory solely for Development and Commercialization of the Compound and any Product in the Field in the GSK Territory.
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License Grant to GSK. Subject to the terms and conditions of this Agreement, on a Validation Target-by-Validation Target basis, Wave and its Affiliates hereby grants GSK a non‑transferable (except as provided in Section 16.2 (Assignment)), co‑exclusive (with Wave), non‑sublicensable (except to subcontractors performing activities for GSK under the applicable Target Validation Plan) license under the Wave Technology solely to the extent necessary for GSK to perform its obligations for the applicable Target Validation Program under the Target Validation Plan for such Validation Target.
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License Grant to GSK. On a Collaboration Program-by-Collaboration Program basis, Vir hereby grants to GSK as of the Effective Date the following: (a) a co-exclusive (with Vir), worldwide (subject to Section 10.9.1), sublicensable (subject to Section 10.4) license under the Vir Licensed Technology and Vir Program Technology to Develop and Manufacture Collaboration Products arising from such Collaboration Program subject to any obligations of Vir to Third Parties with respect to the applicable Vir Licensed Technology, ([***]); (b) an exclusive, worldwide (subject to Section 10.9.1), sublicensable (subject to Section 10.4) license under the Vir Licensed Technology and Vir Program Technology to Commercialize Collaboration Products arising from such Collaboration Program subject to any obligations of Vir to Third Parties with respect to the applicable Vir Licensed Technology, ([***]); provided that, for clarity, if Vir exercises its Co-Promotion Option, GSK will grant back to Vir such licenses under the Vir Licensed Technology and Vir Program Technology to the extent necessary for Vir to perform activities for which it is responsible under the Co-Promotion Agreement to be entered into by the Parties; and (c) a non-exclusive, worldwide, royalty-free, perpetual license under the Vir Program Technology for GSK’s internal Research purposes only.
Sample 1
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License Grant to GSK. (a) Subject to the terms and conditions of this Agreement (including without limitation, the provisions of Article 4 below and the retained rights of Antigenics MA set forth in Section 2.5(b) below), Antigenics MA hereby grants to GSK a [**], right and license (with the right to grant sublicenses to its Affiliates and Sublicensees as defined in the License Agreement, subject to the provisions of Section 2.5(c) below) to the Manufacturing Technology for the sole purpose of Manufacturing QS-21: (i) to supply Antigenics MA (and its Affiliates and QS-21 licensees and customers) in accordance with this Agreement, and (ii) to develop, make, have made, use, sell, offer for sale and import QS-21 Vaccines. To the extent that Antigenics MA [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unpredicted version of this exhibit has been filed separately with the Commission.
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Related to License Grant to GSK

  • 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.

  • 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.

  • License Granted Subject to the terms and conditions of this Agreement and in consideration of Licensee’s obligation to pay monetary fees as outlined in Schedule A, such fees which may be adjusted from time to time by mutual written consent of the parties, Licensor hereby grants, and Licensee hereby accepts, a worldwide, non-exclusive, non-transferable, irrevocable, perpetual right and licence, to use the Software and all related documentation for use in sports related mobile apps. Licensor also grants permission to Licensee to make and create customizations, updates or corrections to the Software. The parties agree that Licensor shall continue to own all right, title and interest in and to the Software and all intellectual property rights embodied therein or related thereto including, but not limited to, the source and object codes and any customizations, updates and corrections to the Software. Except as expressly provided herein, no intellectual property rights are granted to Licensee by implication, estoppel, or otherwise. Licensee will safeguard the Software and its related materials with that degree of normal due care commensurate with reasonable standards of industrial security for the protection of trade secrets and proprietary information so that no unauthorized use is made of them and no disclosure of any part of their contents is made to anyone other than Licensee’s employees, agents or consultants whose duties reasonably require such disclosure, or as necessary in the ordinary course of business. Licensee shall make all such persons fully aware of their responsibility to fulfill the obligations of Licensee under this Agreement.

  • 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.

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

  • The License 3.1.1 Subject to and in accordance with the terms and conditions set forth in this Agreement, and in particular subject to the due fulfillment of all the obligations assumed towards Maha-Metro by the Licensee, Maha-Metro hereby grants and authorizes the Licensee to the following (the “Specified Purpose”) : a. To have access to Licensed Space(s) during the License Period, develop, finance, commission, operate, manage and maintain the Licensed Space(s) during the License Period at the cost and risk of the Licensee. Any development made by the Licensee on the Licensed Space(s) shall be deemed to be the property of Maha-Metro and all the rights of the Licensee in the Licensed Space(s) shall relinquish in the favour of Maha-Metro. b. Subsequent to the Fitment Period, to utilise the licensed space, at its own costs and risk, for carrying out activities stated at Point No.

  • 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.

  • Sublicense Rights Licensee shall not have the right to grant sublicenses under the licenses granted to it under Section 2.1(a) (Development and Commercialization License to Licensee) and Section 6.3(d) (Use of Coherus Trademark), without the prior written consent of Coherus, which consent may be withheld [***], except with respect to [***], in which case [***]. For the avoidance of doubt, it shall be [***] with respect to [***]. If Coherus consents in writing to allow Licensee to grant a sublicense, then Licensee may grant such sublicense, through [***], subject to the following: (a) each Sublicensee shall agree to be bound by all of the applicable terms and conditions of this Agreement; (b) the terms of each sublicense granted by Licensee shall provide that the Sublicensee shall be subject to the terms and conditions of this Agreement; (c) Licensee’s grant of any sublicense shall not relieve Licensee from any of its obligations under this Agreement; (d) Licensee shall be liable for any breach of a sublicense by a Sublicensee to the extent that such breach would constitute a breach of this Agreement, and any breach of the sublicense by such Sublicensee shall be deemed a breach of this Agreement by Licensee to the extent that such breach would constitute a breach of this Agreement as if Licensee had committed such breach; provided, however, that in each instance of any breach, Licensee and/or Sublicensee shall have the right to cure any such breach pursuant to the terms of this Agreement; and (e) Licensee will notify Coherus of the identity of any Sublicensee, and the territory in which it has granted such sublicense, promptly after entering into any sublicense. Notwithstanding anything to the contrary in this Agreement, for clarity, Licensee shall not have the right to grant sublicenses under Section 2.1 (License Grants) to any Third Party to Manufacture Products or to conduct Process Development.

  • Limited Right of Sublicense The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, resellers, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees.

  • Right to Sublicense Company shall have the right to sublicense to any third party the rights conferred upon Company under this Agreement, subject to the following conditions: 2.4.1 Wistar shall have the right to approve in advance any Sublicensee if Company is not selling Licensed Product at the time of sublicensing negotiations, provided that such approval shall not be unreasonably withheld; and further provided, however, that such approval shall be deemed to have been given if Wistar does not object to the proposed Sublicensee within [**] ([**]) business days after Company notifies Wistar in writing of the name of such Sublicensee. 2.4.2 Any Sublicense shall be in writing, shall be consistent with all of the terms and conditions of this Agreement, and shall incorporate terms and conditions sufficient to enable Company to comply with this Agreement. Without limiting the foregoing, each Sublicense shall (i) provide that in the event Sublicensee brings a Patent Challenge against Wistar or assists another party in bringing a Patent Challenge against Wistar (except as required under a court order or subpoena or if legally compelled by an administrative agency) then Company may terminate the Sublicense, (ii) require Sublicensee to indemnify, hold harmless and defend Wistar and carry insurance under the same terms set forth in Article 6 below, and (iii)state that Wistar is an intended third party beneficiary of such Sublicense, including for the purpose of enforcing such termination, indemnification, and insurance provisions. 2.4.3 No Sublicensee shall be permitted to sublicense further any of its rights under any Sublicense. Each Sublicense shall contain an agreement and acknowledgment by the Sublicensee that such Sublicense and the Sublicensee are subject to the terms and conditions of the license granted to Company under this Agreement. 2.4.4 Notwithstanding any Sublicense, Company shall remain primarily liable to Wistar for all of Company’s duties and obligations contained in this Agreement, and any act or omission of a Sublicensee which would be a breach of this Agreement if performed by Company shall be deemed to be a breach by Company of this Agreement. Wistar Reference No. LIC15-35 Wistar/OncoCyte Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission. Confidential portions are marked [**]. 2.4.5 If Wistar has a claim arising under this Agreement against a Sublicensee, Wistar may seek a remedy directly against Company and may, but is not required to, seek a remedy against the Sublicensee. 2.4.6 If Company becomes subject to a Bankruptcy Event, all payments then or thereafter due and owing to Company from its Sublicensees shall thereupon, and without any notice from Wistar to any such Sublicensee, become payable directly to Wistar for the account of Company; provided, however, that Wistar shall remit to Company any amount by which such payments exceed the amounts owed by Company to Wistar. 2.4.7 Company shall furnish Wistar with a fully executed copy of any Sublicense agreement within thirty (30) days after execution without redaction. 2.4.8 Any sublicense that is not in compliance with all of the provisions of this Section 2.4 shall be void.

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