Licenses to Novartis Sample Clauses

Licenses to Novartis. (a) Subject to the other provisions of this Agreement, Tanox grants to Novartis a world-wide license under its Know-How and Patent Rights, with the right to grant sublicenses, to make, have made, import, use, sell and offer to sell the Product(s) for use in the Field during the Agreement Term. Said license shall grant Exclusive Rights with respect to Exclusively Licensed Tanox Patents in the Exclusive Territories and shall grant Semi-exclusive Rights with respect to Exclusively Licensed Tanox Patents in the Semi-exclusive Territories, and in each case, such exclusivity will extend to all Antibodies within the definition of the applicable Product. Except as otherwise set forth in the preceding sentence, the license grant in this Section 3.1 shall be non-exclusive. For the avoidance of doubt, subject to and except as provided for in any agreements with Third Parties in existence as of the Effective Date, Tanox shall not grant to any Third Parties any rights in the Field under any Exclusively Licensed Tanox Patent, other than with respect to: (i) any Potential Product which is not accepted by Novartis for Development and Commercialization hereunder; and (ii) any Product which becomes an Abandoned Product. *****
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Licenses to Novartis. Subject to the terms and conditions of this Agreement, Idenix hereby grants to Novartis: 4.1.1 during the HCV Combination Trial Period, a royalty-free and fully-paid up, non-exclusive, sublicenseable (only to Novartis’ Affiliates and to Third Party subcontractors of Novartis or its Affiliates solely to the extent such subcontractors are performing the relevant activities on behalf of Novartis or its Affiliates), worldwide right and license, under Idenix’s rights in the Idenix Intellectual Property and in the Joint Intellectual Property, to use the Idenix HCV Products in the HCV Field for the purpose of conducting (a) pre-clinical studies with respect to any Idenix HCV Product for the sole purpose of conducting Dose Ranging Clinical Trials, HCV Combination Clinical Trials and Drug-Drug Interaction Studies and (b) Dose Ranging Clinical Trials, HCV Combination Clinical Trials and Drug-Drug Interaction Studies, each of (a) and (b) in accordance with ARTICLE 5; and 4.1.2 subject to Novartis’ receiving Regulatory Approval for the relevant Novartis HCV Product that was the subject of an HCV Combination Clinical Trial conducted in accordance with ARTICLE 5, a non-exclusive, royalty-bearing (in accordance with Section 6.2.2), sublicenseable worldwide right and license, under Idenix’s rights in the Idenix Intellectual Property and in the Joint Intellectual Property, to Co-Label (including, for the avoidance of doubt, the right to market and promote) such Novartis HCV Product for use with the relevant Idenix HCV Product that was the subject of such HCV Combination Clinical Trial for the treatment of HCV. Such license to Co-Label shall be sublicenseable only to Novartis’ Affiliates and to Third Party subcontractors of Novartis or its Affiliates solely to the extent such subcontractors are performing the relevant activities on behalf of Novartis or its Affiliates. For the avoidance of doubt, nothing in this Section 4.1.2 shall restrict the right of Novartis and its Affiliates to Manufacture, Develop or Commercialize, or to grant licenses (with the further right to grant sublicenses) under any Know-How, Patent Rights or other intellectual property rights Controlled by Novartis to Manufacture, Develop or Commercialize, any Novartis HCV Product which is Co-Labeled with an Idenix HCV Product. For the avoidance of doubt, (a) nothing in this Agreement shall be deemed to grant Novartis the right to Develop, Manufacture or Commercialize (except as expressly provided in Section...
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Licenses to Novartis. (i) Subject to the terms and conditions of this Agreement, ImmunoGen hereby grants to Novartis and its Affiliates an exclusive, non-transferable (except in accordance with Section 11.8 hereof), royalty-bearing license, including the right to grant sublicenses as described in Section 2.1(b) hereof, under the Licensed Intellectual Property to Develop, have Developed, Commercialize and have Commercialized Licensed Products that specifically bind to [***] in the Field in the Territory, where the Antibody component of any such Licensed Product may be either an [***] Antibody or an [***] Antibody. (ii) Subject to the terms and conditions of this Agreement, ImmunoGen hereby grants to Novartis and its Affiliates a non-exclusive, non-transferable (except in accordance with Section 11.8 hereof), royalty-bearing license, including the right to grant sublicenses as described in Section 2.1(b) hereof, under the Licensed Intellectual Property to Develop, have Developed, Commercialize and have Commercialized Licensed Products that specifically bind to [***] in the Field in the Territory, but only to the extent that the Antibody component of such Licensed Product is an [***] Antibody. Novartis may at any time during the term of the Multi-Target Agreement provide written notice to ImmunoGen requesting the grant by ImmunoGen of an exclusive license with respect to Licensed Products that specifically bind to [***] (the “Conversion Request”). ImmunoGen shall provide a written response (the “Conversion Response”) to Novartis within [***] Business Days of ImmunoGen’s receipt of the Conversion Request indicating whether or not, as of the date of ImmunoGen’s receipt of the Conversion Request, [***] is an Excluded Target. If ImmunoGen timely provides a Conversion Response to Novartis indicating that [***] is not an Excluded Target, or if ImmunoGen fails to timely provide a Conversion Response, then ImmunoGen shall be deemed to have granted Novartis and its Affiliates an exclusive, non-transferable (except in accordance with Section 11.8 hereof), royalty-bearing license, including the right to grant sublicenses as described in Section 2.1(b) hereof, under the Licensed Intellectual Property to Develop, have Developed, Commercialize and have Commercialized Licensed Products that specifically bind to [***] in the Field in the Territory, where the Antibody component of any such Licensed Product may be either an [***] Antibody or an [***] Antibody. During the term of the Multi-Target Ag...
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Licenses to Novartis. 8.2.1 Subject to the terms and conditions of this Agreement, QLT hereby grants to Novartis and its Affiliates an exclusive (even as to QLT), royalty bearing, perpetual license under the QLT Technology, to research, develop, use, import, offer for sale and sell the Visudyne Product in the Field in the Novartis Territory. This license shall include the right to grant sublicenses through multiple tiers of sublicensees. Additionally, effective as of the Transition Effective Date, and subject to the terms and conditions of this Agreement, QLT hereby grants to Novartis and its Affiliates a non-exclusive, royalty bearing, perpetual license under the QLT Technology, to make and have made the Visudyne Product anywhere in the world solely for the purpose of exercising its rights under this Agreement, subject to QLT’s right to be the sole supplier of the Visudyne Product as set forth in Section 9.6.1. The foregoing license and sublicensing rights are, as to rights granted to QLT pursuant to the UBC Agreement and the MGH Agreement that are sublicensed to Novartis pursuant to this Section 8.2, limited to the scope of the rights granted to QLT pursuant to such agreements. QLT may agree to amend the UBC Agreement or the MGH Agreement in any way; [*]. Novartis’ obligation to pay Third Party Royalties, or any other amount to QLT in respect of the [*] is limited to the obligations contained at [*] of this Agreement. QLT covenants to observe the terms of the UBC Agreement and the MGH Agreement [*] Novartis [*] that does [*] with the terms and conditions of this Agreement. 8.2.2 Effective as of the Transition Effective Date, and subject to the terms and conditions of this Agreement, QLT hereby grants to Novartis and its Affiliates a non-exclusive, royalty-bearing, perpetual license under the QLT [*] Patents to research, develop, use, import, offer for sale and sell the Visudyne Product in the Field in the Novartis Territory. Additionally, effective as of the Transition Effective Date, and subject to the terms and conditions of this Agreement, QLT hereby grants to Novartis and its Affiliates a non-exclusive, royalty bearing, perpetual license under the QLT [*] Patents, to make and have made the Visudyne Product anywhere in the world solely for the purpose of exercising its rights under this Agreement, subject to QLT’s right to be the sole supplier of the Visudyne Product as set forth in Section 9.6.1. These licenses shall include the right to grant sublicenses through multiple...
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Licenses to Novartis 
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Related to Licenses to Novartis

  • 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 The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Research License Each Collaborator shall allow the other Collaborator to practice any of its Non- Subject Inventions for the purpose of performing the Cooperative Work. No license, express or implied, for commercial application(s) is granted to either Collaborator in Non-Subject Inventions by performing the Cooperative Work. For commercial application(s) of Non-Subject Inventions, a license must be obtained from the owner.

  • Technology License 4.1 Unless any event described in Article 2.2 or 2.3 of this Agreement occurs, all of the technology required to be licensed for any of Party B’s business shall be provided by Party A on an exclusive basis. Party A will try its best to license Party B to use the technology owned by Party A, or re-license Party B to use the technology as approved by the owner. 4.2 The Parties shall negotiate with each other to enter into specific technology license contracts to expressly specify the detail matters such as the technology to be licensed, the method to license the technology, license fees and payment.

  • Permits, Licenses, Etc Each of the Borrower and its Subsidiaries possesses all permits, licenses, patents, patent rights or licenses, trademarks, trademark rights, trade names rights, and copyrights which are material to the conduct of its business. Each of the Borrower and its Subsidiaries manages and operates its business in accordance with all applicable Legal Requirements except where the failure to so manage or operate could not reasonably be expected to result in a Material Adverse Change; provided that this Section 4.14 does not apply with respect to Environmental Permits.

  • Grant of License to Use Intellectual Property Without limiting the provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any IP Collateral, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement 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, for the benefit of the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the IP Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such IP Collateral may be terminated hereafter), 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, provided, however, that any such license granted by the Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of the affected IP Collateral, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, protecting and maintaining the quality standards of the Trademarks in the manner set forth below (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such IP Collateral above and beyond (x) the rights to such IP Collateral that each Grantor has reserved for itself and (y) in the case of IP Collateral that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such IP Collateral hereunder). The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall immediately terminate at such time as the Collateral Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement. Nothing in this Section 4.01 shall require a Grantor to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, with respect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of the Grantor; (ii) the licensed or sublicensed Trademarks shall only be used in association with goods or services of a quality and nature consistent with the quality and reputation with which such Trademarks were associated when used by Grantor prior to the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks, including, without limitation the actions and conduct described in Section 4.02 below.

  • 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.

  • Development License Subject to the terms and conditions of this XXXX, You are licensed to perform an installation of the SOFTWARE for an unlimited use in designing, testing and creating Developed Software by unlimited Developers on one or more computers.

  • Sublicense Agreements Sublicenses under this Section 2.3 shall be granted only pursuant to written agreements, which shall be subject to and consistent with the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect: 2.3.2.1 all provisions necessary to ensure Licensee’s ability to comply with Licensee’s obligation under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1; 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also shall state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 in the event of termination of the license set forth in Section 2.1.1 above (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)), any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.3; and 2.3.2.5 the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreement.

  • 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.

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