Licensed Subject Matter Sample Clauses

Licensed Subject Matter. For purposes of the Limited Licensed Subject Matter License, “Licensed Subject Matter” means Rivian’s Background IP that is: (i) incorporated into the Top Hat (exclusive of the Skateboard), or (ii) practiced by Rivian, Amazon or the applicable third party integrator, in each case, to integrate a top hat into the Skateboard purchased by Amazon from Rivian as of the last date on which such integration occurred.
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Licensed Subject Matter. VirRx hereby grants to Introgen a worldwide, exclusive license to make, use, sell, offer to sell, import, export and otherwise exploit the Licensed Subject Matter; it being understood that: (a) Introgen may have any of the license rights performed on its behalf by a third Party; (b) Such Licensed Subject matter does not include "Other Technology" (as defined below); and (c) Introgen may grant and authorize sublicenses within the scope of the foregoing license, provided that: (i) if this Agreement is terminated for any reason, any such sublicense shall survive, provided that upon request by VirRx, the third-party sublicensee promptly agrees in writing to be bound by the applicable terms of this Agreement; and (ii) Introgen shall provide a copy to VirRx of any sublicense granted pursuant to this Section 4.1 within five (5) business days of execution thereof; provided that the terms of an Existing Third-Party Agreement require VirRx's further disclosure of such sublicense to [*] University or [*] University. VirRx shall maintain any such sublicense as Confidential Information pursuant to ARTICLE IX.
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Licensed Subject Matter. VirRx represents and warrants to Introgen that: (i) with respect to Licensed Subject Matter existing as of the Effective Date, VirRx is and shall continue to be during the Term of this Agreement, the exclusive owner of the entire right, title, and interest in and to all such Licensed Subject Matter, except as set forth in Sections 4.3 and 13.3; (ii) upon the invention of all other Licensed Subject Matter not described in clause (i) (or upon VirRx's first acquiring rights in such Licensed Subject Matter, if such Licensed Subject Matter is not invented by VirRx, its employees, or others working on VirRx's behalf), VirRx shall be, and shall continue to be throughout the term of this Agreement, the exclusive owner of the entire right, title and interest in all such Licensed Subject Matter, except as set forth in Sections 4.3, 13.3 and/or the written agreement, if any, under which VirRx first acquires rights in such Licensed Subject Matter from a third party; (iii) VirRx has the full right to enter into this Agreement and perform its obligations hereunder; (iv) VirRx has not previously granted and will not grant any rights in the Licensed Subject Matter that are inconsistent with the rights and licenses granted to Introgen herein; (v) to VirRx's knowledge, there are no claims of any third parties that would call into question the rights of VirRx to grant to Introgen the rights and licenses contemplated hereunder; and (vi) except for the Patent Rights, and the Related Materials, as of the Effective Date, VirRx does not own or Control rights to any patent, patent application, invention or other subject matter pertaining to [*] Vectors or claims of which would dominate any practice of the Licensed Subject Matter; (vii) VirRx is not aware of any prior art that is not cited in the Patent Rights existing as of the Effective Date that could render unpatentable any invention within a pending patent application, or render invalid or unenforceable any issued patent, within such Patent Rights, and (viii) VirRx has disclosed to Introgen all information of which VirRx is aware relating to VirRx or the Licensed Subject Matter that, in the reasonable opinion of VirRx as of the Effective Date, would materially impact Introgen's decision to enter into this Agreement and the transactions contemplated hereby.
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Licensed Subject Matter. (a) Notwithstanding the provisions of Section 9.1, Introgen may use and disclose Confidential Information comprising the Licensed Subject Matter: (a) to the extent necessary or useful in connection with the exercise of Introgen's rights (including commercialization and/or sublicensing of Licensed Subject Matter), or performance of Introgen's obligations or duties under this Agreement, or to investors, advisors and others on a need-to-know basis under reasonable conditions of confidentiality; and (b) as required by law. (b) VirRx shall not disclose or provide the information comprising the Licensed Subject Matter to any third party except: (a) as required to file for, prosecute and maintain patents within the Licensed Subject Matter under Section 8.1; (b) as required by an Existing Third-Party Agreement; (c) as required by the patent disclosure policy of [*] University; or (d) as required by law.
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Licensed Subject Matter. BORS represents that, (i) BORS has a valid and existing license with the originator of the Licensed Products, and (ii) BORS has obtained the approval of its licensor to enter into this Agreement.
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Licensed Subject Matter. P&G agrees to and hereby does grant back to UROMED and its AFFILIATES, subject to the terms and conditions of this AGREEMENT: (a) an exclusive, paid up, worldwide, royalty-free license under PATENTS and PATENT APPLICATIONS, to make, have made, use, and sell UROMED PRODUCTS in the field of PRESCRIPTION USE only; and (b) a non-exclusive, paid-up, worldwide, royalty-free license to know-how, certificates, licenses, letters, and the like for the purpose of making, using and selling UROMED PRODUCTS into the field of PRESCRIPTION USE by UROMED and its AFFILIATES after the CLOSING. In no case do licenses under this AGREEMENT extend to non-PRESCRIPTION USE fields.
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Licensed Subject Matter. Athena hereby grants to Procter & Xxxxxx a worldwide license to do the following for the periods and on the terms and conditions set out in this Agreement: (a) to Make (as defined in Section 3.2(b) below), use, offer to sell, sell, import, and export Interlabial Products embodying Athena's Interlabial Product Technology and any improvements to Athena's Interlabial Product Technology which are developed (i) by Procter & Xxxxxx; or (ii) jointly by Athena and Procter & Xxxxxx; or (iii) by Athena alone for a period of [*]; (b) to use any manufacturing know-how and trade secrets developed by or on behalf of Athena pertaining to Athena's Interlabial Product Technology at all times prior to and until expiration of the period described in Subsection 3.0(a)(iii) above; * CONFIDENTIAL PORTION. Deleted portions have been filed separately with the SEC. (c) to use Athena's Interlabial Product Trademarks, either alone or in conjunction with each other or with a Procter & Xxxxxx trademark; (d) to utilize and operate within Athena's Section 510(k) FDA clearance, to the maximum extent permitted by law, to market Interlabial Products, in order to allow Procter & Xxxxxx to Make, use, offer to sell, sell, and export and import Interlabial Products manufactured by Athena for Procter & Xxxxxx or its own Interlabial Products; and (e) to utilize and operate within any clearances to market Interlabial Products similar to a Section 510(k) clearance issued by non-U.S. countries to Athena, or obtained by Procter & Xxxxxx utilizing Athena's Section 510(k) clearance, in order to permit Procter & Xxxxxx to Make, use, offer to sell, sell, and export and import Interlabial Products manufactured by Athena for Procter & Xxxxxx or Procter & Gamble's own Interlabial Products in non-U.S. countries, if lawful and at no expense to Athena.
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Related to Licensed Subject Matter

  • Patent Matters 4.1 Licensor shall have the right, but not the obligation, to prosecute and maintain all Patents to be issued pertaining to the Patent applications licensed in Exhibit A at its cost and expense. Licensor shall keep licensee reasonably apprised of all relevant actions regarding the status of such patents. 4.2 Each Party shall notify the other Party of any infringement of any intellectual property rights with regard to the License IP or a Licensed Product by a third party in the Field which becomes known to such Party, and of any claim of infringement by a third party that the activities of a Party infringe patent rights of such third party. Licensor shall have has sole responsibility and control of legal action relating to claims of infringement with respect to the Licensed Technology. 4.3 Licensor shall have the first right, but not an obligation, to initiate, maintain and control, at Licensor’s expense, legal action against any infringement of intellectual property rights relating to the Licensed Technology by a third party in the Field. 4.4 In any suit, proceeding or dispute involving infringement of any intellectual property rights relating to the License IP in the Field, the Parties shall provide each other with reasonable cooperation shall make available to each other , at reasonable times and under appropriate conditions, all relevant personnel, records, papers, information, samples, specimens, and the like in its possession.

  • SUBJECT MATTER OF THE CONTRACT The Parties referred to in Article I hereof enter into this Agreement under stipulation of Section 51 Law Act No. 40/1964 Book of Statutes - Civil Code, as amended, for the purpose of providing financial support from the Institution to the Participant in the amount as specified herein.

  • Licensed Patents 9.1.1 Oculis shall be responsible for and shall have the exclusive right with respect to, the preparation, filing, prosecution, protection, maintenance and enforcement of all Patent Rights in respect of the Licensed Technology in its discretion using its patent counsel. Oculis shall consult with Accure with respect thereto, supply Accure with a copy of the application as filed, together with notice of its filing date and serial number; and keep Accure advised of the status of actual and prospective Patent Right filings, including office actions, and keep Accure informed about and provide copies of all the relevant information exchanged between Oculis and the different Industrial or Intellectual Property Registration Offices regarding the prosecution, maintenance, defense and enforcement of the Licensed Patents. The cost and expense of filing, prosecuting, maintaining and enforcing all Licensed Patents shall be borne by Oculis. Accure shall, and hereby procures its personnel will, provide all requested information and perform all acts reasonably requested by Oculis in connection with the prosecution, maintenance, defense or enforcement of the Licensed Technology. Without limiting the foregoing, Accure and its Affiliates may not file for further Patent Rights relating to Licensed Technology. 9.1.2 Should Oculis not be interested in the prosecution, defense and maintenance of any or all of the Licensed Patents, and/or Xxxxxx decides not to pay all reasonable and necessary expenses with respect to the prosecution, defense or maintenance of any Licensed Patent before any upcoming deadline, Oculis shall give reasonable advance notice to Accure (no less than [***]), and subsequent to such notice Accure shall act as it deems appropriate in connection with the prosecution, defense and maintenance of the Licensed Patents at their discretion and at their own cost. As from such notification, Oculis shall not be responsible for costs associated with such Licensed Patents, and, where such notification is provided following such time as Xxxxxx assumes responsible for performing patenting matters as set forth above, Oculis shall not be responsible for the preparation, filing, prosecution, protection and maintenance of the mentioned Licensed Patents and such Patent Rights shall cease to be Licensed Patents and the provisions of Agreement shall be of no further effect with respect to such patent and/or country of the Territory.

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • Licensed Patent Rights The term “Licensed Patent Rights” shall mean rights arising out of or resulting from:

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • By Licensee Licensee shall defend, indemnify, and hold harmless Licensor, its Affiliates, sublicensees, the licensors under the Existing Licenses, and their respective shareholders, members, partners, officers, trustees, faculty, students, contractors, agents, and employees (individually, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified Parties”) from and against any and all Third Party liability, loss, damage, action, claim, fee, cost, or expense (including attorneys’ fees) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: […***…]; provided, however, that Licensee shall not be liable for claims based on any breach by Licensor of the representations, warranties, or obligations of this Agreement or the gross negligence or intentional misconduct of any of the Licensor Indemnified Parties. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from: (a) any […***…] or other claim of any kind related to the […***…] by a Third Party of a […***…] by Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors; (b) any claim by a Third Party that the […***…]; and (c) […***…] conducted by or on behalf of Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors relating to the Licensed Technology or Licensed Products, including any claim by or on behalf of a […***…].

  • By Licensor Licensor will indemnify and hold harmless Licensee and its and members, managers, directors, officers, shareholders, employees, agents, representatives and affiliates (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from and against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach of any obligation, representation or warranty contained in this Agreement. Notwithstanding the foregoing any claims for indemnification that any Licensee Indemnified Parties may have pursuant to this Section 7.2(a) will exclude claims based on information known by Lifford (or its Affiliates, including Bloomfield) as of the Funding Date whether or not such information formed the basis of the issues raised by Bloomfield during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden of proof in establishing the validity and amount of the claim, and Licensor will have the burden of proof in establishing any defense to such claim, including but not limited to, a defense asserted by Licensor that Lifford (or its Affiliates) had knowledge of the requisite facts. Notwithstanding the foregoing, Licensor will not be obligated to provide indemnification where there is any admission of guilt by any Licensee Indemnified Party charged with violation of the law as to the content of any Company Program.

  • Joint Patent Rights If not already established under the Research Collaboration Agreement, prior to either Party filing any Patent Right disclosing Joint Program Technology or Joint Probody Platform Improvements, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights. As agreed upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate any Joint Program Technology or Joint Probody Platform Improvements, the Parties shall promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and maintenance of such patents and how to pay for the filing, prosecution and maintenance of such patents. It is presumed that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology or Joint Conjugation Probody Platform Improvements, and that CytomX will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Unconjugated Probody Platform Improvements. Neither Party will file any Joint Patent Right without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Party controlling filing and prosecution of any such Joint Patent Right (a) shall keep the other Party informed regarding each Patent Right, (b) shall consider in good faith any recommendations made by the other Party in regard to the filing, prosecution or maintenance of any such Patent Right and (c) shall not unreasonably refuse to incorporate any recommendations made by the other Party in regard to such filing, prosecution or maintenance.

  • Patent Rights The State and the U. S. Department of Transportation shall have the royalty free, nonexclusive and irrevocable right to use and to authorize others to use any patents developed by the Engineer under this contract.

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