Licenses to Merck Sample Clauses

Licenses to Merck. Subject to the terms and conditions of this Agreement, on a Program Target-by-Program Target basis, Ra will grant to Merck: (a) an exclusive (even as to Ra), nontransferable (except in connection with a permitted assignment of this Agreement in accordance with Section 13.9) license, with the right to grant sublicenses or other rights thereunder only to the extent permitted under Section 5.2(b), under Ra Program IP, for the Term only, to Manufacture, Develop and Commercialize (including to make, have made, use, sell, offer for sale and import) Compounds and Products against such Program Target, in the Field and Territory only; and (i) a non-exclusive, nontransferable (except in connection with a permitted assignment of this Agreement in accordance with Section 13.9) license, with the right to grant sublicenses or other rights thereunder only to the extent permitted under Section 5.2(b), under Ra Background IP, for the Term only, to Manufacture, Develop and Commercialize (including to make, have made, use, sell, offer for sale and import) Compounds and Products against such Program Target, in the Field and Territory only; and (ii) a non-exclusive, royalty-free, nontransferable (except in connection with a permitted assignment of this Agreement in accordance with Section 13.9) license, with the right to grant sublicenses or other rights thereunder only to the extent permitted under Section 5.2(b), under improvements to Ra Background IP that are created or conceived solely by or on behalf of Merck or that are created or conceived jointly by or on behalf of the parties, for the Term only, to Manufacture, Develop and Commercialize (including to make, have made, use, sell, offer for sale and import) Compounds and Products against such Program Target, in the Field and Territory only. Notwithstanding anything herein to the contrary, Ra will retain (i) the right to perform the Research Collaboration and (ii) the right to use all Compounds for internal, non-clinical research purposes by itself, its Affiliates and fee-for-service service providers.
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Licenses to Merck. 2.1.1 Commencing on the Effective Date and expiring on the Restatement Effective Date, Zymeworks hereby grants to Merck an assignable (solely to Merck Affiliates or as otherwise permitted under Section 15.2), worldwide license with the right to sublicense to Affiliates of Merck and Third Parties undertaking activities on Merck’s behalf, under the Zymeworks Intellectual Property (including Zymeworks’ interest in Joint Inventions) in all cases solely for Merck to (a) perform its activities (including Activities under the Work Plan) under the Research Program, and (b) evaluate and perform any and all other activities under this Agreement with respect to, the Zymeworks Scaffolds that are required solely for the purpose of evaluating whether Merck wishes to include a particular Zymeworks Scaffold within the Selected Scaffolds, evaluating various Program Antibodies in conjunction with Selected Scaffolds or evaluating whether to include a particular Target […***…]. The preceding license shall be (i) exclusive (even as to Zymeworks) from the Effective Date through the […***…], except that Zymeworks shall have the right to (A) perform its obligations hereunder and (B) exercise the rights retained pursuant to Section 5.1.1 during such period, and (ii) non-exclusive after the […***…] and until the Restatement Effective Date. For clarity, the license set forth in this Section 2.1.1 is of no further effect as of the Restatement Effective Date.
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Licenses to Merck. 2.1.1 Subject to the terms and conditions of this Agreement, Licensors hereby grant to Merck an exclusive, royalty-bearing license, with the right to sublicense pursuant to Section 2.2, under the Licensed Technology to research, develop, make, have made, import and use Antibodies and to research, develop, make, have made, import, use, offer for sale and/or sell Products in the Territory, in each case for use in the Field. 2.1.2 Subject to the terms and conditions of this Agreement and in particular subject to Section 2.4.2 and Section 2.5, Medarex hereby grants to Merck an exclusive (even as to Medarex), royalty-bearing license, with the right to sublicense pursuant to Section 2.2, under the Medarex Patents to research, develop, make, have made, import and use Antibodies and to research, develop, make, have made, import, use, offer for sale and/or sell Products in the Territory, in each case for use in the Field. 2.1.3 Subject to the terms and conditions of this Agreement, Medarex hereby grants to Merck an exclusive license, with the right to sublicense pursuant to Section 2.2, under the Production Process Technology of Medarex, to research, develop, make, have made, import and use Antibodies and to research, develop, make, have made, import, use, offer for sale and/or sell Products in the Territory, in each case for use in the Field. 2.1.4 Subject to the terms and conditions of this Agreement, UMass hereby grants to Merck an exclusive license, with the right to sublicense pursuant to Section 2.2, under the Production Process Technology of UMass (including MBL) to research, develop, make, have made, import and use Antibodies and to research, develop, make, have made, import, use, offer for sale and/or sell Products in the Territory, in each case for use in the Field.
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Licenses to Merck 
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Related to Licenses to Merck

  • Licenses, etc The Borrower has obtained and does hold in full force and effect, all franchises, licenses, permits, certificates, authorizations, qualifications, accreditation, easements, rights of way and other consents and approvals which are necessary for the operation of its businesses as presently conducted, the absence of which is likely to have a Material Adverse Effect.

  • Intellectual Property; Licenses, Etc Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databases, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could not reasonably be expected to have a Material Adverse Effect.

  • Grant of License to Use Intellectual Property For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Article at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sub-license any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Collateral Agent shall be exercised, at the option of the Collateral Agent, upon the occurrence and during the continuation of an Event of Default; provided that any license, sub-license or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

  • Intellectual Property Licenses Except as set forth in Section 4.5 of the Company Disclosure Letter, the Company possesses adequate Intellectual Property to continue to conduct its business as heretofore conducted by it or as projected to be conducted in the Operating Plan, and all Intellectual Property existing on the date hereof, together with in the case of patents and Trademarks, the date of issuance thereof, is listed in Section 4.14 of the Company Disclosure Letter. With respect to Intellectual Property of the Company unless such Intellectual Property has become obsolete or is no longer used or useful in the conduct of the business of the Company: (a) it is valid and enforceable, is subsisting, and has not been adjudged invalid or unenforceable, in whole or in part; (b) the Company has made all necessary filings and recordations to protect its interest therein, including, without limitation, recordations of all of its interest in its Patent Property and Trademark Property in the United States Patent and Trademark Office and, to the extent necessary for the conduct of the Company's business, in corresponding offices throughout the world; (c) except as set forth in Section 4.5 of the Company Disclosure Letter, the Company is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property owned by it and no claim has been made that the use of any of its owned Intellectual Property does or may violate the asserted rights of any third party; and (d) the Company has performed, and the Company will continue to perform, all acts, and the Company has paid and will continue to pay, all required fees and taxes, to maintain each and every item of such Intellectual Property in full force and effect throughout the world, as applicable. The Company owns directly or is entitled to use, by license or otherwise, all patents, Trademarks, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of importance to the conduct of the Company's business.

  • Sublicenses COMPANY shall have the right to grant sublicenses under its license grant as described in Section 2.1. COMPANY shall incorporate terms and conditions into its sublicense agreements sufficient to enable COMPANY to comply with this Agreement. The terms of any sublicense agreement shall not contradict the terms of this AGREEMENT and shall include (at least) the following provisions: prohibiting any use of THE PARTIES’s names, requiring indemnification of THE PARTIES, requiring appropriate insurance, and disclaiming any warranties or representations by THE PARTIES. COMPANY shall also include provisions in all sublicenses to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against any or all of THE PARTIES or assists another party in bringing a PATENT CHALLENGE against any or all of THE PARTIES (except as required under a court order or subpoena) then COMPANY may terminate the sublicense. COMPANY will not grant or amend any sublicense under PATENT RIGHTS unless it first submits a full and complete draft of any such proposed sublicense or amendment (as the case may be) to THE PARTIES and then receives their prior written consent, which consent will not be unreasonably withheld or delayed. COMPANY shall promptly furnish THE PARTIES with fully signed photocopies of any sublicense agreement or amendment within thirty (30) days of execution thereof by COMPANY. Upon termination of this Agreement for any reason, existing sublicenses of the PATENT RIGHTS, if not then in breach, shall remain in full force and effect, with the effect that THE PARTIES shall be substituted in place of the COMPANY in each SUBLICENSE. In no event shall THE PARTIES be liable to SUBLICENSEE for any actual or alleged breach of such sublicense by COMPANY, nor shall THE PARTIES be obligated to accept any provisions in the sublicense that conflicts with the rights granted by THE PARTIES to the COMPANY, nor shall THE PARTIES be obligated to accept provisions that are inconsistent with any or all of THE PARTIES’s legal obligations under any other sublicense granted by COMPANY, or by applicable federal, state or local statute or regulations or that violate THE PARTIES policies.

  • Intellectual Property License 20.1 Any Intellectual Property originating from or developed by a Party shall remain in the exclusive ownership of that Party. 20.2 Except at otherwise expressly provided in this Agreement, no license under patents, copyrights or any other Intellectual Property right (other than the limited license to use consistent with the terms, conditions and restrictions of this Agreement) is granted by either Party or shall be implied or arise by estoppel with respect to any transactions contemplated under this Agreement.

  • Licenses Awarded Vendor shall maintain, in current status, all federal, state and local licenses, bonds and permits required for the operation of the business conducted by awarded Vendor. Awarded Vendor shall remain reasonably fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of goods or services under the Agreement. TIPS and TIPS Members reserves the right to stop work and/or cancel an order or terminate this or any other sales Agreement of any awarded Vendor whose license(s) required for performance under this Agreement have expired, lapsed, are suspended or terminated subject to a 30-day cure period unless prohibited by applicable statue or regulation.

  • Other Licenses Nothing contained in this Agreement shall be construed as conferring by implication, estoppel or otherwise upon either Party any license or other right except the licenses and rights expressly granted under this Agreement.

  • Licensed Intellectual Property Section 3.17(h)(vi)...................................29

  • Inbound Licenses Except as disclosed on the Schedule, Borrower is not a party to, nor is bound by, any license or other agreement that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property.