License to Licensee. Confidential treatment has been sought for portions of this agreement. The copy filed herewithin omits the information subject to the confidential treatment request. Omissions are designated as ***. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. (i) to make, have made, use, import, export Products in order to Develop Products in the Field and in the Territory, and (ii) to make, have made, use, import, export, offer for sale, sell and have sold Products in order to Commercialize Products in the Field and in the Territory. For clarity, (1) the right to make and have made Products granted under Section 2.1(i) and (ii) only applies to the Licensee Formulations or in connection with the Back-up Manufacturing Rights; Licensee is not granted any right to make or have made the Compound or to make or have made any Product other than (A) Licensee Formulations or (B) in connection with the Back-up Manufacturing Rights; (2) the rights granted under Section 2.1(i) and (ii) include the right to make and have made Licensee Formulations and exercise the Back-up Manufacturing Rights anywhere in the world solely for Development and/or Commercialization in the Territory; (3) notwithstanding the foregoing, Licensee and its Affiliates shall have the right to conduct any non-clinical testing or packaging of the Products within or outside the Territory, whether or not Back-up Manufacturing Rights have been exercised; (4) MTI retains the right to make and have made the Compound and/or Products in the Territory for Development or Commercialization outside the Territory (or to supply Licensee with Product in accordance with the Supply Agreements), (5) the right to Develop Products granted under Section 2.1(a)(i) includes the non-exclusive right to conduct Development (excluding clinical trials or other human use of the Product) anywhere in the world and (6) the rights granted under Sections 2.1(a)(i) and (ii) are exclusive with respect to MTI’s rights in the MTI Technology. Licensee shall not, and shall cause its Affiliates or Sublicensees not to, use or practice any MTI Technology outside the scope of the license granted to it under this Section 2.1.
Appears in 2 contracts
Samples: License and Collaboration Agreement (Menlo Therapeutics, Inc.), License and Collaboration Agreement (Menlo Therapeutics, Inc.)
License to Licensee. Confidential treatment has been sought for portions Subject to the terms and conditions of this agreement. The copy filed herewithin omits Agreement, MTI hereby grants to Licensee during the information subject to the confidential treatment request. Omissions are designated as ***. A complete version of this exhibit has been filed separately Term an exclusive, royalty-bearing license, with the Securities and Exchange Commission.right to sublicense solely as provided in Section 2.2, under the MTI Technology:
(i) to make, have made, use, import, export Products in order to Develop Products in the Field and in the Territory, and
(ii) to make, have made, use, import, export, offer for sale, sell and have sold Products in order to Commercialize Products in the Field and in the Territory. For clarity, (1) the right to make and have made Products granted under Section 2.1(i) and (ii) only applies to the Licensee Formulations or in connection with the Back-up Manufacturing Rights; Licensee is not granted any right to make or have made the Compound or to make or have made any Product other than (A) Licensee Formulations or (B) in connection with the Back-up Manufacturing Rights; (2) the rights granted under Section 2.1(i) and (ii) include the right to make and have made Licensee Formulations and exercise the Back-up Manufacturing Rights anywhere in the world solely for Development and/or Commercialization in the Territory; (3) notwithstanding the foregoing, Licensee and its Affiliates shall have the right to conduct any non-clinical testing or packaging of the Products within or outside the Territory, whether or not Back-up Manufacturing Rights have been exercised; (4) MTI retains the right to make and have made the Compound and/or Products in the Territory for Development or Commercialization outside the Territory (or to supply Licensee with Product in accordance with the Supply Agreements), (5) the right to Develop Products granted under Section 2.1(a)(i) includes the non-exclusive right to conduct Development (excluding clinical trials or other human use of the Product) anywhere in the world and (6) the rights granted under Sections 2.1(a)(i) and (ii) are exclusive with respect to MTI’s rights in the MTI Technology. Licensee shall not, and shall cause its Affiliates or Sublicensees not to, use or practice any MTI Technology outside the scope of the license granted to it under this Section 2.1.
Appears in 2 contracts
Samples: License and Collaboration Agreement (Menlo Therapeutics, Inc.), License and Collaboration Agreement (Menlo Therapeutics, Inc.)
License to Licensee. Confidential treatment has been sought for portions 2.1.1. Subject to all terms and conditions of this agreementAgreement, LICENSOR hereby grants to LICENSEE, and LICENSEE hereby accepts, a royalty-bearing, non-transferable, non-assignable (except as provided in Article 19.7), non-sublicensable (except as permitted pursuant to Article 2.1.4) license under the Patents and the Know-how, such license to be (i) non-exclusive to perform the Development activities permitted or required under Articles 4, (ii) subject to Article 2.6, non-exclusive to package and label, and have packaged and labelled, the Product for Commercialization, and (iii) exclusive to Commercialize (for the avoidance of doubt excluding manufacture) the Product, in each case (i) through (iii), in the Field and, in case (i) and (iii), in each country of the Territory, it being understood that the right to package and label the Product outside of the Territory is hereby granted solely to enable LICENSEE to Commercialize the Product within the Territory.
2.1.2. Upon LICENSEE’s request, the Parties agree to register, [**], the exclusive license granted under Article 2.1.1 to LICENSEE at the patent office of any countries in the Territory, in accordance with the process and formalities required under the regulation of such country. The copy filed herewithin omits Parties further agree and acknowledge that any such registration in any given patent office in the information Territory shall be de-registered upon a termination or expiration of this Agreement. As such de-registration may require the formal approval of the LICENSEE in certain jurisdictions, upon expiration or early termination of this Agreement, as a whole or in part, in any given country of the Territory, and in no event later than [**] after written request of LICENSOR, LICENSEE shall promptly issue a declaration of approval or motion to deregister (as the applicable country may require), regarding the de-registration of said exclusive license in any applicable patent office, which declaration or motion shall be (i) duly executed and (ii) compliant with any form requirements applicable under the relevant regulation for such patent office.
2.1.3. In addition, subject to the confidential treatment request. Omissions are designated as ***. A complete version all terms and conditions of this exhibit has been filed separately Agreement, LICENSOR hereby grants LICENSEE, and LICENSEE hereby accepts, an exclusive, non-transferable, non-assignable (except as provided in Article 19.7), non-sublicensable (except as permitted pursuant to Article 2.1.4) license to affix the Trademark(s) to the Product and to use the Trademark(s) in connection with the Securities Registration and Exchange CommissionCommercialization of the Product in the Field in the Territory.
2.1.4. LICENSEE may only sublicense the rights granted to LICENSEE by LICENSOR under this Article 2.1
(i) to make, have made, use, import, export Products in order to Develop Products in the Field and in the Territory, and
LICENSEE’s Affiliates or (ii) with LICENSOR’s prior written consent (which shall not be unreasonably denied or delayed), to makea third party pursuant to a written agreement under terms consistent with, have madeand not less restrictive than, use, import, export, offer for sale, sell the terms of this Agreement. LICENSEE undertakes and have sold Products in order to Commercialize Products in the Field and in the Territory. For clarity, (1) the right to make and have made Products granted under Section 2.1(i) and (ii) only applies to the Licensee Formulations or in connection with the Back-up Manufacturing Rights; Licensee is not granted any right to make or have made the Compound or to make or have made any Product other than (A) Licensee Formulations or (B) in connection with the Back-up Manufacturing Rights; (2) the rights granted under Section 2.1(i) and (ii) include the right to make and have made Licensee Formulations and exercise the Back-up Manufacturing Rights anywhere in the world solely for Development and/or Commercialization in the Territory; (3) notwithstanding the foregoing, Licensee and warrants that its Affiliates and permitted sublicensees shall have the right to conduct strictly comply with LICENSEE’s obligations in this Agreement and any non-clinical testing or packaging breach of the Products within or outside the Territory, whether or not Back-up Manufacturing Rights have been exercised; (4) MTI retains the right to make and have made the Compound and/or Products in the Territory for Development or Commercialization outside the Territory (or to supply Licensee with Product in accordance with the Supply Agreements), (5) the right to Develop Products granted under Section 2.1(a)(i) includes the non-exclusive right to conduct Development (excluding clinical trials or other human use of the Product) anywhere in the world and (6) the rights granted under Sections 2.1(a)(i) and (ii) are exclusive with respect to MTI’s rights in the MTI Technology. Licensee shall not, and shall cause such obligations by its Affiliates or Sublicensees not topermitted sublicensees shall be regarded in all respects as a breach of this Agreement by LICENSEE. Correspondingly, use or practice any MTI Technology outside the scope of the license granted to it LICENSEE shall be fully responsible towards LICENSOR under this Section 2.1Agreement for any action or omission of its Affiliates or permitted sublicensees. LICENSEE shall be permitted to disclose to its Affiliates and permitted sublicensees such Know-how and other relevant information to the extent strictly necessary and appropriate to correctly carry out LICENSEE’s obligations hereunder, provided that any such disclosure shall be made only under written confidentiality and non-use obligations having terms at least as restrictive as those provided herein.
Appears in 1 contract
License to Licensee. Confidential treatment has been sought for portions Licensor hereby grants to Licensee, subject to compliance by Licensee with the terms and conditions of this agreement. The copy filed herewithin omits the information subject to the confidential treatment request. Omissions are designated as ***. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
Agreement, (i) to makean exclusive, have madenontransferable, useroyalty-free (except as otherwise provided herein) license, import, export Products in order to Develop Products in the Field and in the Territory, and
(ii) to make, have made, use, import, export, offer for sale, sell and have sold Products in order to Commercialize Products in the Field and in the Territory. For clarity, (1) without the right to make sublicense except in the distribution in compliance with the terms of Sections 6.1, 9.2 and have made Products granted under Section 2.1(i) 9.6 herein to customers and potential customers whether or not within the Manufacturing Territory solely to enable customers to design for manufacturing at a HHNEC facility within the territory ("Manufacturing Territory"), to the extent that Licensor can grant such license to Licensee (including the Intellectual Property Rights of Licensor therein), to use the Design Kits to the extent necessary solely in conjunction with the conduct by Licensee of a foundry business to produce Wafers at a HHNEC manufacturing facility within the territory; and (ii) only applies an exclusive, nontransferable, royalty-free (except as otherwise provided herein) license within the territory, without the right to sublicense, to use the Jazz Technology and Jazz Patent Rights within the territory, to the extent that Licensor can grant such license to Licensee Formulations or (including the Intellectual Property Rights of Licensor therein), for business purposes only in connection with order for Licensee to be able to engage customers and to conduct a foundry business for the Back-up Manufacturing Rightsproduction of Wafers at a HHNEC facility within the Territory; provided, however, that such right of exclusivity within the Territory shall only apply if (1)Licensee is satisfying the capacity requirements of Licensor,; and (2) Licensee is commercially competitive on on-time delivery, quality, and yield of Licensor products purchased under separate agreement between Licensor and Licensee; and, provided, further, that such right of exclusivity shall not granted apply to any existing contracts, agreements, or commitments between Licensor and any third party entered into prior to the signing hereof, which have been identified to Licensee. If Licensee fails to meet the conditions set forth in this Section regarding the exclusivity, Licensor shall notify the Licensee in writing of such failure and the Licensee, upon receiving such notice, shall have [...***...] of grace period to correct such failure. Subject to the foregoing, during the term of this Agreement said right of exclusivity shall mean that Licensor shall not license the Licensed Technology to any third party within the Manufacturing Territory other than Licensee to make and sell, Wafers to foundry customers but Licensor shall be free to make and sell and license any third party or parties to make and sell Wafersoutside of the Territory and Licensee's right to sell Wafers outside the Territory shall be non-exclusive, it is also understood that Licensor shall retain the right to use the Licensed Technology to make or have made the Compound or to make or have made any Product other than (A) Licensee Formulations or (B) in connection with the Back-up Manufacturing Rights; (2) the rights granted under Section 2.1(i) and (ii) include the right to make and have made Licensee Formulations and exercise the Back-up Manufacturing Rights anywhere in the world solely for Development and/or Commercialization in the Territory; (3) notwithstanding the foregoing, Licensee and its Affiliates shall have the right to conduct any non-clinical testing or packaging of the Products within or outside the Territory, whether or not Back-up Manufacturing Rights have been exercised; (4) MTI retains the right to make and have made the Compound and/or Products in the Territory for Development or Commercialization outside the Territory (or to supply Licensee with Product in accordance with the Supply Agreements), (5) the right to Develop Products granted under Section 2.1(a)(i) includes the non-exclusive right to conduct Development (excluding clinical trials or other human use of the Product) anywhere in the world and (6) the rights granted under Sections 2.1(a)(i) and (ii) are exclusive with respect to MTI’s rights in the MTI Technology. Licensee shall not, and shall cause its Affiliates or Sublicensees not to, use or practice any MTI Technology outside the scope of the license granted to it under this Section 2.1.sell wafers at Licensor's facilities without restriction..
Appears in 1 contract
Samples: Technology License and Transfer Agreement (Jazz Semiconductor Inc)
License to Licensee. Confidential treatment has been sought for portions (a) Subject to the terms and conditions of this agreement. The copy filed herewithin omits the information subject Agreement, OPKO hereby grants to Licensee and, to the confidential treatment request. Omissions extent any such rights are designated as ***. A complete version Controlled by an Affiliate of this exhibit has been filed separately with the Securities and Exchange Commission.OPKO, OPKO shall cause such Affiliate to grant to Licensee:
(i) an exclusive, sublicenseable (subject to makeSection 2.1(c)), have made, use, import, export Products in order royalty-bearing license under the OPKO Patents and OPKO Technology to Develop Products in the Field and in the Territory, and
(ii) to make, have madedevelop, use, import, export, offer for saleto sell, sell and have sold Products in order to Commercialize Products Compounds and Product in the Field and in the License Territory. For clarity;
(ii) an exclusive, sublicensable (1subject to Section 2.1(c)), fully paid-up, royalty-bearing license under OPKO’s rights under the Joint Patents to develop, use, import, export, offer to sell, sell and have sold Compounds and Product in the Field in the License Territory; \BA - 046396/000002 - 691149 v24
(iii) a non-exclusive, sublicensable (subject to Section 2.1(c)), royalty-bearing license under the right OPKO Patents and OPKO Technology to make and have made Products granted in the [***] solely for development and sale in the Field in the License Territory; and
(iv) a non-exclusive, sublicensable (subject to Section 2.1(c)), fully paid-up license under the OPKO Patents and OPKO Technology to [***] Compounds and Product solely in the [***].
(b) To the extent permitted by an agreement with Other Licensees, OPKO hereby grants to Licensee, and, to the extent any such rights are Controlled by an Affiliate of OPKO, OPKO shall cause such Affiliate to grant to Licensee, the same licenses set forth in Section 2.1(a) under Other Licensee Patents and Other Licensee Technology.
(c) Licensee may sublicense its rights under Section 2.1(i2.1(a) and Section 2.1(b) to (i) its Affiliates without OPKO’s prior written consent, or (ii) only applies any Third Party with OPKO’s prior written consent, which shall not be unreasonably withheld, delayed or conditioned ([***]). With respect to each sublicense that Licensee proposes to grant to a Third Party, Licensee shall notify OPKO in writing at least [***] Business Days in advance of the grant, including a description of the rights to be granted and the identity of the proposed Third Party sublicensee (which identity shall be deemed to be Confidential Information of Licensee). If OPKO does not respond to such notice granting or withholding its consent within [***] Business Days, OPKO will be deemed to have granted its consent to the proposed sublicense. Licensee Formulations or in connection with the Back-up Manufacturing Rights; Licensee is not granted any right to make or have made the Compound or to make or have made any Product other than shall ensure that: (A) Licensee Formulations or each Sublicensee accepts all applicable material terms and conditions of this Agreement and shall use Commercially Reasonable Efforts to ensure that each Sublicensee complies with all applicable material terms and conditions of this Agreement; (B) each sublicense shall (1) be subject to an appropriate written agreement imposing on each Sublicensee the terms and conditions of this Agreement, including all restrictive covenants set forth in connection with the Back-up Manufacturing Rights; this Agreement, (2) the rights granted under Section 2.1(i) contain a provision prohibiting such Sublicensee from further sublicensing its rights, and (ii) include the right to make and have made Licensee Formulations and exercise the Back-up Manufacturing Rights anywhere in the world solely for Development and/or Commercialization in the Territory; (3) notwithstanding the foregoingnot in any way diminish, reduce or eliminate any of Licensee’s obligations under this Agreement; and (C) upon OPKO’s request, Licensee shall provide to OPKO within [***] Business Days of such request, a copy of each sublicense agreement with a Third Party (after redacting any financial information and its Affiliates shall have the right other provisions that are not necessary to conduct any non-clinical testing or packaging of the Products within or outside the Territory, whether or not Back-up Manufacturing Rights have been exercised; (4) MTI retains the right to make and have made the Compound and/or Products in the Territory for Development or Commercialization outside the Territory (or to supply Licensee with Product in accordance with the Supply Agreements), (5) the right to Develop Products granted under Section 2.1(a)(i) includes the non-exclusive right to conduct Development (excluding clinical trials or other human use of the Product) anywhere in the world and (6) the rights granted under Sections 2.1(a)(i) and (ii) are exclusive with respect to MTI’s rights in the MTI Technology. Licensee shall not, and shall cause its Affiliates or Sublicensees not to, use or practice any MTI Technology outside understand the scope of the license sublicense granted to it such Sublicensee or to confirm that such sublicense is in compliance with the terms of this Agreement, including this Section 2.1(c)). In order to enable OPKO to exercise its rights under clause (C) above, Licensee shall notify OPKO promptly of sublicensing any of the licensed rights to a Third Party. For the avoidance of doubt, Licensee will remain directly responsible for all amounts owed to OPKO and the performance of all obligations under this Section 2.1Agreement. Licensee hereby expressly waives any requirement that OPKO exhaust any right, power or remedy, or proceed against a Sublicensee for any obligation or performance hereunder prior to proceeding directly against Licensee.
Appears in 1 contract
Samples: Development and License Agreement (Opko Health, Inc.)
License to Licensee. Confidential treatment has been sought for portions Subject to the terms and conditions of this agreement. The copy filed herewithin omits Agreement, Licensor hereby grants to Licensee the information subject to the confidential treatment request. Omissions are designated as ***. A complete version of this exhibit has been filed separately following royalty-bearing licenses, with the Securities and Exchange Commission.
right to grant Sublicenses including through multiple tiers in accordance with Section 2.2 (i) Sublicense Rights), to research, Develop, make, have made, use, importdistribute, export Products in order to Develop Products in the Field and in the Territory, and
(ii) to make, have made, use, import, exportsell, offer for sale, sell have sold, import, export and have sold Products in order to otherwise Commercialize Licensed Products in the Field and Territory:
(a) the Licensor Existing Patents, excluding Licensor Existing Manufacturing Patents, are licensed to Licensee on an exclusive basis in the TerritoryField, subject to [***];
(b) the Licensor Future Patents are licensed to Licensee on a non-exclusive basis in the Field;
(c) the Licensor Know-How, excluding the Licensor General Manufacturing Know-How, is licensed to Licensee on an exclusive basis in the Field, subject to [***];
(d) the Licensor General Manufacturing Know-How, is licensed to Licensee on a non-exclusive basis in the Field, subject to Section 2.1(f);
(e) the Licensor Existing Manufacturing Patents are licensed to Licensee on an exclusive basis in the Manufacturing Field; and
(f) the Licensor General Manufacturing Know-How is licensed to Licensee on an exclusive basis in the Manufacturing Field. For claritythe avoidance of doubt, the exclusive license of Licensor Technology granted to Licensee in this Section 2.1 (1License to Licensee) the right includes an exclusive (including as to make Licensor, but subject to [***] license of all of Licensor’s right, title and have made Products granted under Section 2.1(i) interest in and (ii) only applies to the Clinical Data now or hereafter Controlled by Licensor for all purposes, including to obtain Regulatory Approval. Licensor will provide to Licensee Formulations copies of all Clinical Data (in electronic or other format) currently in connection with the Back-up Manufacturing Rights; Licensee is not granted any right to make or have made the Compound or to make or have made any Product other than (A) Licensee Formulations or (B) in connection with the Back-up Manufacturing Rights; (2) the rights granted under Section 2.1(i) and (ii) include the right to make and have made Licensee Formulations and exercise the Back-up Manufacturing Rights anywhere in the world solely for Development and/or Commercialization in the Territory; (3) notwithstanding the foregoing, Licensee and its Affiliates shall have the right to conduct any non-clinical testing or packaging of the Products within or outside the Territory, whether or not Back-up Manufacturing Rights have been exercised; (4) MTI retains the right to make and have made the Compound and/or Products in the Territory for Development or Commercialization outside the Territory (or to supply Licensee with Product Licensor’s possession in accordance with the Supply Agreements), (5) the right Transfer Plan. Subject to Develop Products granted under Section 2.1(a)(i) includes the non-exclusive right [***] and to conduct Development (excluding clinical trials or other human use of the Product) anywhere in the world and (6) the rights granted under Sections 2.1(a)(i) and (ii) are exclusive with respect to MTILicensor’s rights in the MTI Technology. Licensee Section 2.3 (Reservation of Rights), Licensor shall not, directly or indirectly, provide the Clinical Data to any Third Party, and shall cause its Affiliates not use, or Sublicensees not topermit any Third Party to use, use or practice any MTI Technology outside the scope of the license granted Clinical Data in seeking Regulatory Approval; except that Licensor will continue to it be permitted to use and disclose Clinical Data as contemplated under this Section 2.111.4 (Publication).
Appears in 1 contract
License to Licensee. Confidential treatment has been sought for portions Licensor hereby grants to Licensee, subject to compliance by Licensee with the terms and conditions of this agreement. The copy filed herewithin omits the information subject to the confidential treatment request. Omissions are designated as ***. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
Agreement, (i) to makean exclusive, have madenontransferable, useroyalty-free (except as otherwise provided herein) license, import, export Products in order to Develop Products in the Field and in the Territory, and
(ii) to make, have made, use, import, export, offer for sale, sell and have sold Products in order to Commercialize Products in the Field and in the Territory. For clarity, (1) without the right to make sublicense except in the distribution in compliance with the terms of Sections 6.1, 9.2 and have made Products granted under Section 2.1(i) 9.6 herein to customers and potential customers whether or not within the Manufacturing Territory solely to enable customers to design for manufacturing at a HHNEC facility within the territory (“Manufacturing Territory”), to the extent that Licensor can grant such license to Licensee (including the Intellectual Property Rights of Licensor therein), to use the Design Kits to the extent necessary solely in conjunction with the conduct by Licensee of a foundry business to produce Wafers at a HHNEC manufacturing facility within the territory; and (ii) only applies an exclusive, nontransferable, royalty-free (except as otherwise provided herein) license within the territory, without the right to sublicense, to use the Jazz Technology and Jazz Patent Rights within the territory, to the extent that Licensor can grant such license to Licensee Formulations or (including the Intellectual Property Rights of Licensor therein), for business purposes only in connection with order for Licensee to be able to engage customers and to conduct a foundry business for the Back-up Manufacturing Rightsproduction of Wafers at a HHNEC facility within the Territory; provided, however, that such right of exclusivity within the Territory shall only apply if (1)Licensee is satisfying the capacity requirements of Licensor,; and (2) Licensee is commercially competitive on on-time delivery, quality, and yield of Licensor products purchased under separate agreement between Licensor and Licensee; and, provided, further, that such right of exclusivity shall not granted apply to any existing contracts, agreements, or commitments between Licensor and any third party entered into prior to the signing hereof, which have been identified to Licensee. If Licensee fails to meet the conditions set forth in this Section regarding the exclusivity, Licensor shall notify the Licensee in writing of such failure and the Licensee, upon receiving such notice, shall have ninety days(90) of grace period to correct such failure. Subject to the foregoing, during the term of this Agreement said right of exclusivity shall mean that Licensor shall not license the Licensed Technology to any third party within the Manufacturing Territory other than Licensee to make and sell, Wafers to foundry customers but Licensor shall be free to make and sell and license any third party or parties to make and sell Wafersoutside of the Territory and Licensee’s right to sell Wafers outside the Territory shall be non-exclusive, it is also understood that Licensor shall retain the right to use the Licensed Technology to make or have made the Compound or to make or have made any Product other than (A) Licensee Formulations or (B) in connection with the Back-up Manufacturing Rights; (2) the rights granted under Section 2.1(i) and (ii) include the right to make and have made Licensee Formulations and exercise the Back-up Manufacturing Rights anywhere in the world solely for Development and/or Commercialization in the Territory; (3) notwithstanding the foregoing, Licensee and its Affiliates shall have the right to conduct any non-clinical testing or packaging of the Products within or outside the Territory, whether or not Back-up Manufacturing Rights have been exercised; (4) MTI retains the right to make and have made the Compound and/or Products in the Territory for Development or Commercialization outside the Territory (or to supply Licensee with Product in accordance with the Supply Agreements), (5) the right to Develop Products granted under Section 2.1(a)(i) includes the non-exclusive right to conduct Development (excluding clinical trials or other human use of the Product) anywhere in the world and (6) the rights granted under Sections 2.1(a)(i) and (ii) are exclusive with respect to MTIsell wafers at Licensor’s rights in the MTI Technology. Licensee shall not, and shall cause its Affiliates or Sublicensees not to, use or practice any MTI Technology outside the scope of the license granted to it under this Section 2.1.facilities without restriction..
Appears in 1 contract
Samples: Technology License and Transfer Agreement (Jazz Semiconductor Inc)