Licenses upon Termination. (a) Upon any termination of this Agreement, Alnylam shall enter into an agreement containing substantially the same provisions as this Agreement with any Sublicensees of Tekmira existing at the time of such termination, covering the Tekmira Products that had been licensed to such Sublicensee by Tekmira in compliance with this Agreement, provided that at the time of any termination of this Agreement, such Sublicensees are in full compliance with the terms and conditions of the sublicense agreement. Alnylam acknowledges that such Sublicensees of Tekmira that are then in full compliance with the terms and conditions of their respective sublicense agreement are third party beneficiaries of this Agreement, including this Section 9.6(a).
(b) Upon any termination of this Agreement, Tekmira shall enter into an agreement containing substantially the same provisions as this Agreement with any Sublicensees of Alnylam existing at the time of such termination, covering the Alnylam Products that had been licensed to such Sublicensee by Alnylam in compliance with this Agreement, provided that at the time of any termination of this Agreement, such Sublicensees are in full compliance with the terms and conditions of the sublicense agreement. Tekmira acknowledges that such Sublicensees of Alnylam that are then in full compliance with the terms and conditions of their respective sublicense agreement are third party beneficiaries of this Agreement, including this Section 9.6(b).
Licenses upon Termination. Where this Agreement is terminated pursuant to Section 8.1, each Party's intellectual property rights shall revert to such Party and the Parties shall execute cross-licensing agreements for any Joint Patent Rights or Joint Technology arising from this Agreement. The Parties shall immediately following the delivery of a notice pursuant to Section 8.1, negotiate in good faith such cross-licensing agreements. If the Parties fail to negotiate and sign cross-licensing agreements before the expiration of a period of one hundred and eighty (180) days following delivery of the notice pursuant to Section 8.1, either Party (the "Electing Party") may, by written notice (the "Notice") accompanied by a Submitted License (as defined hereinafter) at its option offer to the other Party: (i) to have an exclusive worldwide license for the Joint Patent Rights or Joint Technology, the whole in accordance with the terms and conditions of an agreement to be submitted by the Electing Party to the other Party (the "Submitted License"); or (ii) to grant to the other Party (the "Non-Electing Party") an exclusive worldwide license for the Joint Patent Rights or Joint Technology in accordance with the Submitted License. The Non-Electing Party shall have the option to either (i) grant to the Electing Party a worldwide exclusive license for the Joint Patent Rights or Joint Technology in accordance with the terms and conditions of the Submitted License, or (ii) to have an exclusive worldwide license for Joint Patent Rights or Joint Technology in accordance with the terms of the Submitted License. Such election may be made by the Non-Electing Party in writing, addressed to the Electing Party (the "Election Notice") within ninety (90) days following receipt of the Notice, failing which he shall be deemed to have elected to grant the Electing Party a license upon the term of the Submitted License. The Parties shall execute a license based on the Submitted License within six (6) months following receipt by the Electing Party of the Election Notice.
Licenses upon Termination. Termination upon the Occurrence of an Event of Termination .............. 23 9.3 Survival of Obligations; Return of Confidential Information ............. 24 ARTICLE 10 REPRESENTATIONS AND WARRANTIES 24 ARTICLE 11 COVENANTS 25 11.1 Affirmative Covenants Other than Reporting Requirements 25 ARTICLE 12 DISPUTE RESOLUTION 25 ARTICLE 13 NOTICES 26 ARTICLE 14 MISCELLANEOUS 26
Licenses upon Termination. Before the expiration of a period of one hundred and twenty (120) days following delivery of a notice pursuant to Section 8.1, either Party (the "ELECTING PARTY") may, by written notice (the "NOTICE") accompanied by a Submitted License (as defined hereinafter) at its option offer to the other Party: (a) to have an exclusive worldwide license for any or all of the Joint Patent Rights or Joint Technology in accordance with the terms and conditions of an agreement to be submitted by the Electing Party to the other Party (the "SUBMITTED LICENSE"); or (b) to grant to the other Party (the "NON-ELECTING PARTY") an exclusive worldwide license for such Joint Patent Rights or Joint Technology in accordance with the Submitted License. The Non-Electing Party shall have the option to either (i) grant to the Electing Party a worldwide exclusive license for such Joint Patent Rights or Joint Technology in accordance with the terms and conditions of the Submitted License, or (ii) to have an exclusive worldwide license for such Joint Patent Rights or Joint Technology in accordance with the terms of the Submitted License.
Licenses upon Termination. If INCY elects to supply to Zai Lab such Licensed Product after the expiration of the Royalty Term in accordance with clause (a) of this Section 9.1.3, such supply of Licensed Product(s) by or on behalf of INCY to Zai Lab will be exclusive on a Region-by-Region basis for Licensed Products in the Field during such time, if any, as the Commercialization portion of the Surviving License for such Licensed Product(s) in such Region is exclusive in accordance with clause (c) of Section 9.3.1 (Licenses Upon Termination).
Licenses upon Termination. (a) Upon the expiration of a Royalty Term with respect to a Licensed Product in a Region(s), all licenses granted by INCY to Zai Lab for such Licensed Product in such Region(s) for which Zai Lab has paid all royalties and milestone payments due under this Agreement will be deemed fully paid up and irrevocable, but on a non-exclusive basis, except as provided under clauses (b) and (c) of this Section 9.3.1 (each a “Surviving License”).
(b) If INCY [***], the Commercialization portion only of the Surviving License for such Licensed Product in such Region(s) shall remain an exclusive license for a payment of the higher of: (i) an amount equal to [***] (as defined in this Agreement, but for Licensed Product manufactured by [***] taking the place of INCY in such definition, mutatis mutandis) of Licensed Product sold and counted in Net Sales by Zai Lab after expiration of such Royalty Term; or (ii) [***] of Net Sales of such Licensed 50 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Product in such Region(s) after expiration of such Royalty Term. Such Surviving License for Commercialization will remain exclusive until [***] days after any of such payments to INCY has become due but is not paid subject to a [***] days’ curing period (at the expiration of such curing period, where the payment has not been cured, such license automatically converts to non-exclusive).
(c) If INCY elects to supply to Zai Lab such Licensed Product for Commercialization in such Region(s) after the expiration of a Royalty Term for a Licensed Product in a Region(s) in accordance with Section 9.1.3 (Option to Obtain Supply After Expiration), upon and after the expiration of such Royalty Term pursuant to Section 7.3.2 (Royalty Term), the Commercialization portion only of the Surviving License for such Licensed Product in such Region(s) shall remain an exclusive license for a payment of the higher of: (i) an amount equal to [***] of Licensed Product supplied by INCY under Section 9.1.3 (Option to Obtain Supply after Expiration) after expiration of such Royalty Term; or (ii) [***] of Net Sales of such Licensed Product in such Region(s) after expiration of such Royalty Term, in each case of clause (i) and (ii), above, minus the amount paid to INCY under clause (a) of Section 9.1.3 (Option to Obtain Supply after Expiration). Such Surviving License...
Licenses upon Termination. Upon any termination of this Agreement pursuant to Section 12.3 (Early Termination), CANbridge will grant, and hereby does grant to PUMA: (a) a non-exclusive, fully paid-up, royalty-free, worldwide, transferable, perpetual and irrevocable license, with the right to sublicense, under all intellectual property rights Controlled by CANbridge claiming Inventions that are necessary or reasonably useful to make, use, sell, offer for sale, or import the Licensed Products as they exist at the time of such termination of this Agreement to make, use, sell, offer for sale, or import the Licensed Products and (b) a fully paid- up, royalty-free, worldwide, transferable, sublicensable, perpetual and irrevocable license to use Trademarks specifically identifying the Licensed Products, excluding for clarity all Trademarks also used in connection with CANbridge’s business other than with respect to Licensed Product, for the purpose of manufacturing, marketing, distributing, selling, and otherwise Developing and Commercializing, such Licensed Product.
Licenses upon Termination. (a) Upon termination of this Agreement by OpticNet pursuant to Section 10.2(a) above: (i) OpticNet shall have, under all of SiTek's rights in thx XxXxx Technology an xxxxxsive, worldwide, perpetual, license to use, make, have made, develop, produce, import, sell, offer for sale, market, distribute and use SiTek Technology fxx xxe with the Fabricated Designs or OpticNet Products in the OpticNet Market; and (ii) OpticNet shall have the right to sublicense the SiTek Technology, xxxxxding the SiTek Technology, xx xxird parties to continue the Project and the development of the Fabricated Designs and OpticNet Products on behalf of OpticNet (provided that such third party is bound to Section 7).
(b) Upon termination of this Agreement by OpticNet pursuant to Section 10.2(a) above, (i) SiTek agrees that OpxxxXxt, its affiliates, agents and customers will be immune from suit by SiTek under the SiTxx Xechnology (ixxxxxing without limitation all related technical information and know-how shared or supplied by SiTek under this Agxxxxxnt through the effective date of such termination and (ii) SiTek further agrees xxx covenants not to sue OpticNet or its xxxiliates, agents or customers for infringement related to any use of the SiTek Technology.
Licenses upon Termination. (a) Upon termination of this Agreement by OpticNet pursuant to Section 10.2(a) above OpticNet shall have the right, without payment of royalties to
1. SiTek, to sublicense the SiTek Txxxxxlogy to third partiex xx continue the Project and the development of the Fabricated Designs and OpticNet Products on behalf of OpticNet (provided that such third party is bound to Section 7).
Licenses upon Termination. CANbridge hereby grants to PUMA:
(a) a non-exclusive, fully paid-up, royalty-free, worldwide, transferable, perpetual and irrevocable license, with the right to sublicense, under any intellectual property rights Controlled by CANbridge claiming Inventions that are necessary or reasonably useful to make, use, sell, offer for sale, or import the Licensed Products as they exist as of the Effective Date (if any) (“Product Inventions and IP”) to make, use, sell, offer for sale, or import the Licensed Products; and
(b) Within [***] days from the Effective Date, CANbridge shall assign to PUMA all trademarks and logos owned by CANbridge or its Affiliates identifying the Licensed Products, excluding for clarity all Trademarks also used in connection with CANbridge’s business other than with respect to the Licensed Products (the Trademarks to be assigned, the “Product Trademarks”). The Product Trademarks include without limitation those Trademarks listed in Schedule 4.7(b) (Product Trademarks). US-DOCS\121531884.1
(c) CANbridge shall [***], and PUMA shall [***], provided, however [***]. CANbridge shall not [***]. As from the Effective Date, CANbridge shall not use and shall cause any of its Affiliates not to use any of the Product Trademarks, except as otherwise provided herein or in the Ancillary Agreements.
