License Grants to Seagen Sample Clauses

License Grants to Seagen. (a) RC48 Licensed Product. Subject to the terms and conditions of this Agreement, RemeGen, on behalf of itself and its Affiliates, hereby grants to Seagen an exclusive (even as to RemeGen and its Affiliates), royalty-bearing license, with the right to grant sublicenses solely in accordance with Section 2.2, under the RemeGen RC48 Technology to manufacture and have manufactured (subject to Article 6), use, import, export, offer for sale, sell and otherwise Develop and Commercialize the RC48 Licensed Product in the Field in the Seagen Territory. For clarity, the foregoing license grant expressly excludes the right for Seagen to practice or use any RemeGen RC48 Technology with respect to any other product.
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License Grants to Seagen. All the licenses granted by RemeGen to Seagen under this Agreement, and all sublicenses granted by Seagen under such licenses to its Affiliates, shall terminate automatically and immediately. All the licenses granted by Seagen to RemeGen under Section 2.4 of this Agreement shall terminate automatically and immediately, and all sublicenses granted by RemeGen under such licenses shall terminate automatically and immediately. With respect to each Third Party sublicensee of Seagen or its Affiliate, at each Third Party sublicensee’s written request and provided that such sublicensee is not then in default of its sublicense agreement, RemeGen will grant such sublicensee a direct license of a scope equivalent to such sublicensed rights; [ * ].
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License Grants to Seagen. All the licenses granted by RemeGen to Seagen under this Agreement, and all sublicenses granted by Seagen under such licenses to its Affiliates, shall terminate automatically and immediately. With respect to each Third Party sublicensee of Seagen or its Affiliate, at each Third Party sublicensee’s written request and provided that such sublicensee is not then in default of its sublicense agreement, RemeGen will grant such sublicensee a direct license of a scope equivalent to such sublicensed rights [ * ].
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License Grants to Seagen. Subject to the terms and conditions of this Agreement, the following shall apply: 2.3.1 Grants under Merck Technology for use with the Licensed Compounds and the Licensed Product. Merck shall, and hereby does, grant on behalf of itself and its Affiliates (and hereby causes its Affiliates to grant) to SeaGen a Co-Exclusive (with Merck and its Affiliates) right and license, with the right to grant sublicenses through multiple tiers (subject to Section 2.6), under the Merck Technology to research, develop (including Develop), make (including Manufacture), have made (including have Manufactured), import, use, sell and offer to sell (including Commercialize) and otherwise exploit the Licensed Compounds and the Licensed Product, whether as a monotherapy or for use in any Combination Therapy, and any Companion Diagnostic, in the Field in the Territory in accordance with this Agreement, which license shall be payment-bearing pursuant to Section 10.4.2 during the Term with respect to the Licensed Product. For clarity, the foregoing license grant, with respect to the Licensed Product for use in a Combination Therapy or Combination Products, as applicable, or any Companion Diagnostic, only extends to those Combination Therapies and Combination Products and Companion Diagnostics, in each case, that the Parties have mutually agreed, via the JSC, to Develop pursuant to a Development Plan. In particular, the foregoing license grant, with respect to the Licensed Product for use in a Combination Therapy with any Merck Proprietary Product, is only for use with those Merck Proprietary Combinations that the Parties have mutually agreed, via the JSC, to Develop pursuant to a Development Plan, and, in such case, (a) is limited to the right for SeaGen and (subject to Section 2.6) its Affiliates and sublicensees to (i) conduct those Development activities for the applicable Merck Proprietary Combination that are assigned to SeaGen pursuant to a Development Plan, including, as applicable, if SeaGen is the Lead Regulatory Party, submitting Regulatory Documentation for a label indication for the Licensed Product for use in the Merck Proprietary Combination, and (ii) Promote and otherwise Commercialize the Licensed Product for use in the Merck Proprietary Combination, in each case ((i) and (ii)), solely in accordance with this Agreement, and (b) excludes the right for SeaGen and its Affiliates and sublicensees to (i) Develop any Merck Proprietary Product (other than the Development o...
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Related to License Grants to Seagen

  • License Grants Subject to the terms of this Agreement, M.I.T. hereby grants to COMPANY and its AFFILIATES for the TERM a royalty-bearing license under the PATENT RIGHTS to develop, make, have made, use, sell, offer to sell, lease, and import LICENSED PRODUCTS in the FIELD in the TERRITORY and to develop and perform LICENSED PROCESSES in the FIELD in the TERRITORY.

  • License Grant Subject to the terms and conditions of this Agreement, including the Retained Rights, Licensor hereby grants to Licensee an exclusive, sublicensable (as provided in Section 2.4 only), non-transferable (except as provided in Section 10.2), royalty-bearing, worldwide license, under the Licensed Patents to make, have made, use, import, sell, and offer for sale Licensed Products solely in the Field, including, for the avoidance of doubt, the right to conduct research and development.

  • 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.

  • The License Licensor owns, operates and licenses a system designed to provide a distinctive, high quality hotel service to the public under the name "Homewood Suites" (the "SYSTEM"). High standards established by Licensor are the essence of the System. Future investments may be required of Licensee under this License Agreement ("AGREEMENT"). Licensee has independently investigated the risks of the business to be operated hereunder, including current and potential market conditions, competitive factors and risks, has read Licensor's "Franchise Offering Circular," and has made an independent evaluation of all such facts. Aware of the relevant facts, Licensee desires to enter into this Agreement in order to obtain a license to use the System in the operation of a Homewood Suites hotel located at 00000 X. XXXXX XXXXXX XXXXXXXXX, XXXXXX, XXXXXXXX 00000 (the "HOTEL") subject to the terms of this Agreement.

  • Exclusive License Grant Subject to the terms and conditions of this Agreement, Licensee hereby grants to Takeda an exclusive, sublicensable (subject to Section 3.3 (Sublicensing)), royalty-bearing right and license under the Licensee Technology and Licensee’s interest in the Joint Technology to Exploit the TAK-385 Licensed Compound and TAK-385 Licensed Products in the Field in the Takeda Territory.

  • Sublicenses Merck shall have the right to sublicense ([…***…]) any or all of the licenses granted to Merck hereunder, including in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this Agreement, including Section 7.1.

  • 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.

  • Sublicense Agreements Sublicenses shall be granted only pursuant to written agreements, which shall be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect:

  • Sublicense (a) The license granted in Paragraph 2.1 includes the right of LICENSEE to grant Sublicenses to third parties during the Term but only for as long as the license to Patent Rights is exclusive.

  • Non-Exclusive License Grant Subject to the terms and conditions of this Agreement, Takeda hereby grants to Licensee a non-exclusive, sublicensable (subject to Section 3.3 (Sublicensing)) right and license under the Takeda Technology and Takeda’s interest in the Joint Technology to: (a) Develop the TAK-385 Licensed Compound and TAK-385 Licensed Products in the Men’s Health Field in the Takeda Territory solely for the purpose of Exploiting such Licensed Products in the Field in the Licensee Territory, or as required in order for Licensee to comply with its diligence obligations set forth in Section 5.2 (Development Diligence Obligations) and (b) Manufacture the TAK-385 Licensed Compound and TAK-385 Licensed Products in the Takeda Territory.

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