Licenses to Company. Licensee shall be automatically deemed to grant to Company a worldwide license (with rights to sublicense subject to the applicable terms of this Agreement) under the Licensee’s interest in the Joint Patents and Joint Inventions, in each case, to Develop, Manufacture, and Commercialize Licensed Products and Licensed Molecules in the Field in the Territory, and further, ***.
Licenses to Company. The Foundation Investment will be conditioned on the Company’s receipt and continuation of all necessary licenses and rights with respect to the Platform Technology needed to perform the Global Access Commitments. To the extent that a license to a mAb or other component is necessary for the development, manufacture, or commercialization of a Product (other than with respect to the Platform Technology), which component would be impracticable for the Company to develop, the Company will use Reasonable Efforts to obtain a cost effective and affordable license to such component from a third party and/or to collaborate with a third party to develop or manufacture such component, in order to enable completion of the applicable product in accordance with the Global Access Commitments, including the price and volume commitments. The Foundation will be responsible for the costs payable to the third party for the license or collaboration to the extent necessary for this product in Developing Countries; provided, that the Foundation consents in writing to the terms of the applicable license or collaboration agreement before the execution of the agreement and the terms allow the Company to transfer or sublicense any license to the Foundation or a Foundation supported Entity in the event of a Trigger Event.
Licenses to Company. Subject to the terms and conditions of this Agreement, Licensee hereby grants to Company the following licenses:
(a) an exclusive (even as to Licensee), perpetual, royalty-free, sublicensable (subject to Section 2.3) license, under the Licensee Patents and the Licensee Know-How, to research, develop, use, sell, offer for sale, import, make, and have made the Lead Company Product in the Company Primary Field in the Territory.
(b) a non-exclusive, perpetual, royalty-free, sublicensable (subject to Section 2.3) license, under the Licensee Patents and the Licensee Know-How, to research, develop, use, sell, offer for sale, import, make, and have made Company Products in the Territory (other than Lead Company Product in the Company Primary Field).
Licenses to Company. DPT agrees that if, in the course of performing the services required of DPT to manufacture and Package each Product, DPT incorporates into any Project IP or Product or utilizes in the performance of the services required of DPT to manufacture and Package each Product any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by DPT or in which DPT has an interest (“Prior Inventions”), DPT hereby grants COMPANY a non-exclusive, royalty-free, perpetual, transferable, worldwide license (with the right to grant and authorize sublicenses) under such Prior Inventions to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit the Project IP and Product. DPT will not knowingly incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Project IP or Product without COMPANY’s prior written permission.
Licenses to Company. Section 3.16(b) of the Company Letter sets forth all Intellectual Property Rights licensed to Company by other Persons that are used by or on behalf of Company in performance of Company’s business as it has been conducted immediately prior to the Closing Date. Except as disclosed in Section 3.16(b)(i) of the Company Letter, the Intellectual Property Rights licensed to Company by other Persons are licensed pursuant to valid and binding agreements that are enforceable by Company in accordance with their terms and freely assignable or otherwise transferable to Buyer in connection with the Transactions. Neither Company nor any other party to any such aforementioned valid and binding agreement is in default or breach in any material respect under the terms of any such aforementioned valid and binding agreements and no event or circumstance has occurred that, with notice or lapse of time or both, would constitute any material event of default thereunder.
Licenses to Company. The Licensed Intellectual Property is licensed pursuant to valid and binding agreements that are enforceable by the Company in accordance with their terms and, other than as set forth in Section 2.17(c) of the Company Disclosure Schedule, in connection with the Contemplated Transactions, are not deemed to be assigned or otherwise are freely assignable under such agreements without consent or approval of any third party. The Company, and, to the Company’s Knowledge, any other party to any such agreement is not in default or breach in any material respect under the terms of any such agreements and no event or circumstance has occurred that, with notice or lapse of time or both, would constitute a material breach or default thereunder. The computer software used by the Company in the conduct of its business was either (i) developed by employees of the Company within the scope of their employment, (ii) developed on behalf of the Company by a third party, and in each case all ownership rights therein have been assigned or otherwise transferred to or vested in the Company pursuant to written agreements, (iii) licensed or acquired from a third party pursuant to a written license, assignment, or other contract that is in full force and effect and of which the Company is not in material breach or (iv) open source software.
Licenses to Company. The Licensed Intellectual Property is licensed pursuant to valid and binding agreements that to the Company’s Knowledge are enforceable by the Company in accordance with their terms and, in connection with the Contemplated Transactions, are not deemed to be assigned or otherwise are freely assignable under such agreements without consent or approval of any third party. The Company, and, to the Company’s Knowledge, any other party to any such agreement is not in default or breach in any material respect under the terms of any such agreements and no event or circumstance has occurred that, with notice or lapse of time or both, would constitute a material breach or default thereunder. The computer software used by the Company in the conduct of its business was either (i) developed by employees of the Company within the scope of their employment, (ii) developed on behalf of the Company by a third party, and in each case all ownership rights therein have been assigned or otherwise transferred to or vested in the Company pursuant to written agreements, (iii) licensed or acquired from a third party pursuant to a written license, assignment, or other contract that is in full force and effect and of which the Company is not in material breach or (iv) open source software.
Licenses to Company. Licensee shall be automatically deemed to grant to Company a worldwide license (with rights to sublicense subject to the applicable terms of this Agreement) under the Licensee’s interest in the Joint Patents and Joint Inventions, in each case, to Develop, Manufacture, and Commercialize Licensed Products and Licensed Molecules in the Field in the Territory, and further, ***. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Licenses to Company. (a) QLHC hereby grants to Company (i) a non-exclusive, royalty-free, fully paid up, worldwide license, under the Agent-Related IP, to use and practice any and all Agent-Related IP solely in connection with the Agent(s), and (ii) an exclusive option (the “Agent IP Option”) to negotiate a royalty-bearing, worldwide, sub-licensable, exclusive license, under the Agent-Related IP, to use and practice any and all Agent-Related IP solely in connection with the Agent(s). For clarity, no rights are granted under the Agent-Related IP with respect to any molecule or product other than the Agent(s).
(b) QLHC hereby grants to Company (i) a non-exclusive, royalty-free, fully paid up, worldwide license, under the Biomarker IP, to use and practice any and all Biomarker IP for internal, non-commercial research purposes only; and (ii) an exclusive option (collectively, the “Biomarker IP Option”, and each of the Agent IP Option and Biomarker IP Option may be referred to herein as an “Option”) to negotiate a royalty-bearing, worldwide, sub-licensable license, under the Biomarker IP, to use and practice any and all Biomarker IP solely in connection with the Agent(s), it being understood that such license shall be exclusive or non-exclusive (at Company’s election).
(c) Company shall indicate its intention to exercise any Option with respect to any Agent-Related IP or Biomarker IP by notifying QLHC in writing within one (1) year after the completion of the Study. If Company so exercises such Option, the Parties shall negotiate in good faith the terms of such license during the ninety (90) days following the date the Option is exercised, or for such longer time period as the Parties may agree.
(d) Company acknowledges and agrees that some or all of such Agent-Related IP and/or such Biomarker IP may be developed by one or more Institutions or other third parties, and that as a result (i) QLHC’s rights with respect to the Agent-Related IP and/or such Biomarker IP may consist of license rights or rights under an exclusive option, and (ii) an Institution or other third party may hold the first or sole right to prosecute, maintain, enforce, and/or defend patents and patent application therein.
(e) Company acknowledges and agrees that QLHC lacks sufficient financial and personnel resources to conduct, or to reimburse Institution(s) for conducting, prosecution and maintenance of the patents and patent applications in the Agent-Related IP and Biomarker IP for any significant time period....
Licenses to Company
