License to BMS Clause Samples
The 'License to BMS' clause grants BMS the legal right to use certain intellectual property, technology, or materials as specified in the agreement. Typically, this clause outlines the scope of the license, such as whether it is exclusive or non-exclusive, the permitted uses (e.g., research, development, commercialization), and any limitations or obligations attached to the license. Its core function is to ensure that BMS has the necessary rights to utilize the licensed assets for the intended purposes, thereby facilitating collaboration and reducing the risk of future disputes over intellectual property usage.
License to BMS. (a) Subject to the terms and conditions of this Agreement, Ambrx hereby grants to BMS an exclusive (even as to Ambrx) license, with the right to grant sublicenses as provided in Section 7.2, under the Product Specific Patents to research, develop, make, have made, use, sell, offer for sale, export and import (including the exclusive right to Develop, have Developed, Commercialize and have Commercialized) Compounds and Products in the Territory; provided that BMS covenants to Ambrx that BMS, and its Affiliates and Sublicensees, shall only practice under such exclusive license in the Field. Accordingly, BMS covenants to Ambrx that BMS, and its Affiliates and Sublicensees, shall not practice under such exclusive license outside the Field.
(b) Subject to the terms and conditions of this Agreement, Ambrx hereby grants to BMS an exclusive (even as to Ambrx) license, with the right to grant sublicenses as provided in Section 7.2, under the Ambrx Technology to research, develop, make, have made, use, sell, offer for sale, export and import (including the exclusive right to Develop, have Developed, Commercialize and have Commercialized) Compounds and Products in the Field in the Territory. Without limiting the generality of the foregoing terms of this Section 7.1, the license granted by Ambrx to BMS pursuant to this Section 7.1 shall include, subject to the terms and conditions of this Agreement and the applicable Existing License Agreements, (i) an exclusive (even as to Ambrx) sublicense under Ambrx’s interest in the Scripps Patents to research, develop, make, have made, use, sell, offer for sale, export and import (including the exclusive right to Develop, have Developed, Commercialize and have Commercialized) Compounds and Products in the Field in the Territory and (ii) a license to BMS to prosecute, maintain, defend and enforce certain Ambrx Patents as set forth in Article 9.
(c) Notwithstanding anything to the contrary, the licenses granted pursuant to this Section 7.1 with respect to “research” shall not include the right to conduct research to engineer, reverse engineer, extract or modify the ReCODE Components except to the extent as may be expressly set forth in and conducted under the Research Plan or any Production Strain Work Plan.
License to BMS. Company hereby grants to BMS an irrevocable, perpetual, fully paid-up, royalty-free, sublicensable non-exclusive license under the Company Improvements Patent Rights. Such license shall survive the expiry or termination of this Agreement for any reason. “Company Improvements Patent Rights” means Patent Rights Controlled by Company claiming inventions by or on behalf of Company and its Affiliates and Sublicensees that are (a) improvements to the BMS Platform Patent Rights and (b) conceived or created by or on behalf of Company or its Affiliates or Sublicensees in furtherance of the Development or Commercialization of Licensed Compounds or Licensed Products pursuant to this Agreement. Company shall use Commercially Reasonable Efforts to secure an agreement from its Third Party contractors to assign or license (with the right to sublicense) to Company any improvements to any inventions claimed in the BMS Platform Patent Rights (and Patent Rights claiming such inventions) made by such Third Party in performing such services for Company in furtherance of the Development or Commercialization of Licensed Compounds or Licensed Products pursuant to this Agreement.
License to BMS. Subject to the reservations set forth in this --------------
License to BMS. Exelixis hereby grants to BMS and its Affiliates a worldwide, non-exclusive, fully paid, royalty-free license, under BMS Patent Rights and BMS Know-How, to make, have made, use, and test Rebeccamycin solely for internal pre-clinical research purposes (x) to profile or test the activity of compounds other than Rebeccamycin or (y) to synthesize compounds that are not Rebeccamycin.
License to BMS. Section 7.1(a) is hereby deleted in its entirety and replaced with the following:
(a) Subject to the terms and conditions of this Agreement, CytomX hereby grants to BMS an exclusive (even as to CytomX) license, with the right to grant sublicenses as provided in Section 7.2, under the Product Specific Patents to research, develop, make, have made, use, sell, offer for sale, export and import (including the exclusive right to Develop, have Developed, Commercialize and have Commercialized) Compounds, alone or as incorporated in Products in the Territory (including, for clarity, the Masks and Antibodies set forth on Schedule 1.30, or any Compounds comprising such materials); provided that BMS covenants to CytomX that BMS, and its Affiliates and Sublicensees, shall only practice under such exclusive license in the Field in the Territory; and further provided, [***]. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
License to BMS