Licensed Intellectual Property Clause Samples

Licensed Intellectual Property. Unless otherwise specified in an Order, any Intellectual Property developed under an Order as part of the Offering is owned by Siemens and licensed to Customer (“Licensed IP”).

Licensed Intellectual Property. Subject to the terms and conditions of this Agreement (including the reservation of rights in Sections 4.8 and 5.4, and the payment by Celgene of all amounts as and when such amounts become due and payable under this Agreement), GlobeImmune hereby grants to Celgene and its Affiliates the exclusive (even as to GlobeImmune and its Affiliates), worldwide, nontransferable (except as provided in Section 13.4) license, with the right to grant sublicenses solely in accordance with Section 5.2, under the Licensed Intellectual Property, to use, sell, offer to sell, import, make and have made (in accordance with Section 4.8), and otherwise Develop, Commercialize or manufacture (in accordance with Section 4.8) any Celgene Development Compound and any Licensed Product containing any such Celgene Development Compound, during the Term, in the Territory in the Field, such license to be effective upon Celgene’s exercise of a Celgene Program Option for the Collaboration Compound corresponding to such Celgene Development Compound in accordance with the terms of this Agreement; provided that GlobeImmune reserves the right to make and have made Celgene Development Compound(s) and Licensed Product(s) solely to perform its obligations under Section 4.8.

Licensed Intellectual Property. Subject to the following conditions, Celera and Applera shall work together in good faith to license to third parties the Licensed IP in the HIVD Field: (i) All such licenses shall be consistent with existing licenses to the Licensed IP; provided, however, that the terms of a new HIVD Field license to an existing non-HIVD Field licensee shall use language and terms that do not conflict with the terms (especially definitions of fields) of the existing license to said licensee. (ii) Celera shall have primary responsibility for negotiation of the licenses, although Applera will be kept informed of, and have the right to participate in, all such negotiations. Celera will provide Applera with reasonable prior notice of meetings, whether in person or by phone, with potential licensees. Celera will also provide Applera with reasonable time to review documents prior to sending them to potential licensees. (iii) All revenue generated by such licenses shall be shared equally between Celera and Applera. (iv) The Parties have agreed on a list of approved licensees and a general framework for licenses. Transactions by either Party with such licensees and consistent with such general framework shall not require any further approval of the other Party. Other licensees and/or changes from the framework shall require approval of both Parties. (v) From and after the Effective Date, Celera and Applera shall share costs associated with the Licensed IP, which costs include maintenance, prosecution, enforcement, and defense costs, in such proportion as may be agreed by the Parties or as is necessary and appropriate to reflect the relative financial and other benefits received by each Party. Any disagreement regarding the allocation of such costs shall be resolved in accordance with the dispute resolution procedures set forth in Article XIII of the Separation Agreement.

Licensed Intellectual Property. 20 Liens..........................................................................6

Licensed Intellectual Property. “Licensed Intellectual Property” shall mean the Intellectual Property set forth on Schedule A, as it may be from time to time amended and updated as set forth herein.

Licensed Intellectual Property. Subject to the terms and conditions of this Agreement, GlobeImmune hereby grants to Gilead and its Affiliates the exclusive (even as to GlobeImmune and its Affiliates), worldwide, nontransferable (except as provided in Section 12.4) right and license, with the right to grant sublicenses solely in accordance with Section 2.3, under the Licensed Intellectual Property, to use, have used, sell, have sold, offer to sell, import, have imported, make and have made, and otherwise research, Develop, Commercialize or manufacture any Licensed Vaccine and/or Licensed Product, during the Term, in the Territory in the Field; provided, however, that, subject to the terms and conditions of this Agreement, GlobeImmune retains the right to (i) to Develop the Licensed Vaccines solely in accordance with the Collaboration Development Plan and (ii) make and have made Licensed Vaccines and Licensed Products solely to perform its obligations hereunder.

Licensed Intellectual Property. Priveco is the licensee of various patents, trademarks and copyrights, all of which are set forth in Schedule 5.

Licensed Intellectual Property. Borrower does not possess any licenses of Intellectual Property other than (i) as set forth on Schedule 9.19, and (ii) readily available, non-negotiated licenses of computer software and other intellectual property used solely for performing accounting, word processing and similar administrative tasks.

Licensed Intellectual Property. Notwithstanding anything to the contrary contained herein or in any Ancillary Agreement, Seller has the sole and exclusive right to prosecute, defend, settle or otherwise control any Legal Proceeding, claim or action relating to the Seller Licensed Intellectual Property, except to the extent such claim is exclusively one between the parties hereto and their Affiliates.