Licensed IP Rights. Licensor hereby grants to Oxis an exclusive license (with the right to grant sublicenses) under the Licensed IP Rights to conduct research and to develop, make, have made, use, offer for sale, sell, have sold, and import Products in the Territory for use in the Field.
Licensed IP Rights. Upon Closing, Seller shall transfer, assign, convey and deliver, or shall cause to be sold, transferred, assigned, conveyed and delivered to Buyer, all of Seller’s rights under all patents, know-how and other intellectual property rights which Seller has a right under contract to use and which are used in the Business and those intellectual property rights contained in the license agreements included as part of the Assumed Contracts or as otherwise set forth on Attachment 2.1(b), but subject to any restrictions and obligations in such license agreements (the “Licensed IP Rights”). Seller hereby retains a royalty-free right and license under the Licensed IP Rights for use in the Business, solely to the extent necessary for, and solely for the purposes of, performing Seller’s obligations under this Agreement and the Transition Services Agreement, and only until the completion of Seller’s obligations hereunder and thereunder.
Licensed IP Rights. Conditional only upon Artelo serving the Option Exercise Notice and receipt of such Option Exercise Notice by NEOMED in accordance with Section 3.2, and subject to the terms and conditions of this Agreement, NEOMED hereby grants to Artelo an exclusive license under the Licensed IP Rights to research, develop, make, have made, use, offer for sale, sell, have sold and import Products and otherwise exploit the Licensed IP Rights in the Territory in the Field. During the term of this Agreement, NEOMED shall not enter into any agreement or otherwise license, grant, assign, transfer, convey or otherwise encumber or dispose any right, title or interest in, to or under any of the Licensed IP Rights, which agreement, license, grant, assignment, transfer, conveyance, encumbrance or disposition would conflict with the rights granted to Artelo hereunder.
Licensed IP Rights. Subject to Section 3.2 below, Cabaret hereby grants to Kite an exclusive (other than as set forth in Section 3.2 and 3.4 below) worldwide royalty bearing license (with the right to grant sublicenses through multiple tiers as set forth hereunder) under the Licensed IP Rights to research, have researched, develop , have developed, make, have made, use, offer for sale, sell, import, export, commercialize and otherwise exploit Licensed Products for use in the Field. Subject to the conditions set forth in Section 3.9 the foregoing license includes the right to grant sublicenses under the Licensed IP Rights, provided that, with respect to sublicenses granted under, Kite shall (a) grant such sublicenses only for consideration and at arm’s-length transactions, and (b) grant such sublicenses only pursuant to written agreements that contain such terms and conditions as may be required for Kite to comply with this Agreement.
Licensed IP Rights. 3.1.1 Subject to the terms and conditions of this Agreement, NiKang hereby grants to Erasca an exclusive license (with the right to grant sublicenses through multiple tiers pursuant to Section 3.1.4) under the Licensed IP Rights to conduct research and to develop, make, have made, use, offer for sale, sell and import Licensed Products in the Territory for use in the Field.
3.1.2 Notwithstanding the exclusive licenses granted to Erasca under Section 3.1.1, NiKang retains the right to practice the Licensed IP Rights in the Field in the Territory in order to perform, or have performed by its Affiliates or contractors, NiKang’s obligations under this Agreement.
3.1.3 Except as expressly set forth herein, Erasca shall not acquire any license, right or other interest, by implication or otherwise, under any intellectual property rights of NiKang.
3.1.4 Erasca shall have the right to grant sublicenses (through multiple tiers) of the license granted to it under Section 3.1.1 to its Affiliates, contractors and other Third Parties, provided that: (a) each sublicense agreement shall be consistent with the terms and conditions of this Agreement; (b) Erasca shall remain directly responsible for all of its obligations under this Agreement, regardless of whether any such obligation has been delegated, subcontracted or sublicensed to its Affiliates, contractors or sublicensees; (c) Erasca shall ensure that its Affiliates, contractors and sublicensees comply with the terms and conditions of this Agreement; provided that if a sublicensee breaches any of the obligations of this Agreement then provided that Erasca cures the breach or terminates the sublicense within the cure period set forth in Section 10.3.1, NiKang will not have the right to terminate this Agreement by reason of such breach by a sublicensee; and (d) within ten (10) days after the execution of any sublicense agreement, Erasca shall provide NiKang with a true and complete copy of such sublicense agreement.
3.1.5 If during the term of this Agreement, NiKang obtains Control of any patents, know-how and other intellectual property rights from a Third Party, which intellectual property rights are reasonably necessary or useful for the development, manufacture, use, importation and/or sale of the Licensed Compounds, then NiKang shall notify Erasca in writing, including a description of such intellectual property rights, any payments that NiKang would be obligated to pay in connection with the grant, maintenance or ...
Licensed IP Rights. (a) Nerviano hereby grants to Ignyta an exclusive license (with the right to grant Sublicenses subject to Section 3.3) under the Licensed IP Rights to conduct research and to develop, make, have made, use, offer for sale, sell and import Products in the Territory for use in the Field.
(b) Nerviano hereby grants to Ignyta a royalty-free, non-exclusive license (with the right to grant Sublicenses subject to Section 3.3) under any patent, know-how or other intellectual property rights Controlled by Nerviano to research and to develop, make, have made, use, offer for sale, sell and import any diagnostic product for one or more of the Exclusive Targets.
Licensed IP Rights. ID4 hereby grants to Company an exclusive license (with the right to grant sublicenses) under the Licensed IP Rights to conduct research and to develop, make, have made, use, offer for sale, sell and import Products in the Territory for use in the Field.
Licensed IP Rights. Licensor hereby grants to Company an exclusive license (with the right to grant sublicenses through multiple tiers) under the Licensed IP Rights to conduct research and to develop, make, have made, use, offer for sale, sell and import Products in the Territory for use in the Field. Company shall promptly provide Licensor with a copy of any Sublicense. Company hereby acknowledges and agrees that this grant of rights is limited to the Territory and Company further represents and warrants that it will not either directly or indirectly market or assist with the marketing or sale of Products outside of the Territory, regardless of whether patents for the Products have issued in such countries outside of the Territory. Notwithstanding the foregoing, the parties acknowledge and agree that Company’s right to make Product or to grant sublicenses to have Product made under the licenses from Licensor is subject to Section 3.5 below. The grant of any such sublicense hereunder will not relieve Company of its obligations under this Agreement.
Licensed IP Rights. As to TMRC only, TMRC (a) is the sole owner or exclusive licensee of the Licensed IP Rights, and except as TMRC has expressly informed Innovive in writing prior to the date of this Agreement, has not granted to any Third Party any license or other interest in the Licensed IP Rights in Territory, (b) is not aware of any Third Party patent, patent application or other intellectual property rights that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in the Licensed Patent Rights or which constitutes Licensed Know-How Rights, or (ii) by making, using or selling Products, and (c) is not aware of any infringement or misappropriation by a Third Party of the Licensed IP Rights.
Licensed IP Rights. UABRF hereby grants to Fluidigm an exclusive, perpetual, irrevocable, royalty-free, worldwide license (including the right to grant sublicenses) under the Licensed IP Rights. The license grant under the Licensed IP Rights (other than the NanoScreen Patent Rights) is subject to the licenses previously and expressly granted by UABRF to DSI pursuant to the UABRF/DSI License Agreements regarding the UABRF/DSI Technology only to the extent necessary for DSI to exercise its license rights under the UABRF/DSI Technology granted thereunder. The license grant under the NanoScreen Patent Rights is not subject to any previously granted licenses other than those certain rights which may have been granted to DSI to the extent necessary for DSI to perform its research obligations pursuant to the SBIR Grants. To the extent any of the rights, title and interest in and to the Licensed IP Rights can be neither assigned nor licensed by UABRF to Fluidigm without (a) the consent of, or (b) breach by UABRF of any agreement with, any Third Party, UABRF hereby irrevocably waives and agrees never to assert such non-assignable and non-licensable rights, title and interest against Fluidigm or any of Fluidigm’s successors in interest to such non-assignable and non-licensable rights during the term of this Agreement.
