Licenses Received. All material licenses or other material agreements under which Dendreon is granted rights by others in Dendreon Intellectual Property Assets are listed in Schedule 4.09(g) of the Dendreon Disclosure Schedule. For the purpose of the foregoing sentence, licenses and agreements for commercial off-the-shelf computer software having a cost of less than $5,000 per seat or license shall not be deemed material. Except as set forth in Schedule 4.09(g) of the Dendreon Disclosure Schedule: (i) all licenses or other agreements under which Dendreon is granted rights by others in Dendreon Intellectual Property Assets are in full force and effect, (ii) to the knowledge of Dendreon, there is no material default under any such license or other agreement by any party thereto, and (iii) all of the rights of Dendreon under such licenses and other agreements are assignable without the consent of the licensor except, with respect to this clause (iii), as would not reasonably be expected to have a Material Adverse Effect on Dendreon. True and complete copies of all such licenses or other agreements, and any amendments thereto, have been made available or provided to Corvas, and to the knowledge of Dendreon, the licensors under the licenses and other agreements under which Dendreon is granted rights have all requisite power and authority to grant the rights purported to be conferred thereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Corvas International Inc), Agreement and Plan of Merger (Dendreon Corp)
Licenses Received. All material licenses or other material agreements under which Dendreon Corvas is granted rights by others in Dendreon Corvas Intellectual Property Assets are listed in Schedule 4.09(g3.09(g) of the Dendreon Corvas Disclosure Schedule. For the purpose of the foregoing sentence, licenses and agreements for commercial off-the-shelf computer software having a cost of less than $5,000 per seat or license shall not be deemed material. Except as set forth in Schedule 4.09(g3.09(g) of the Dendreon Corvas Disclosure Schedule: (i) all licenses or other agreements under which Dendreon Corvas is granted rights by others in Dendreon Corvas Intellectual Property Assets are in full force and effect, (ii) to the knowledge of DendreonCorvas, there is no material default under any such license or other agreement by any party thereto, and (iii) all of the rights of Dendreon Corvas under such licenses and other agreements are assignable without the consent of the licensor except, with respect to this clause (iii), as would not reasonably be expected to have a Material Adverse Effect on DendreonCorvas. True and complete copies of all such licenses or other agreements, and any amendments thereto, have been made available or provided to CorvasDendreon, and to the knowledge of DendreonCorvas, the licensors under the licenses and other agreements under which Dendreon Corvas is granted rights have all requisite power and authority to grant the rights purported to be conferred thereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Corvas International Inc), Agreement and Plan of Merger (Dendreon Corp)