Licensor Covenant Sample Clauses
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Licensor Covenant. During the Contract Term or Extension Term hereof, Licensor agrees that it will not, either alone or acting together with a third party, manufacture, market, sell or distribute any Product in the Territory, provided that during the final [*] of any Contract or Extension Term hereof, and upon prior written notice to Licensee, Licensor shall have the right to design and manufacture such products and to negotiate and conclude such agreements as it desires pursuant to which it may grant licenses to any party or parties of any or all of the rights herein granted to Licensee; provided, however, that no such products shall be shipped by Licensor or any third party other than Licensee prior to the expiration or termination of this Agreement (exclusive of the additional [*] period as provided in Article 21 hereof).
Licensor Covenant. LICENSOR hereby acknowledges and agrees that it shall not license the Compound Specific Patents to any Third Party in any field during the Term.
Licensor Covenant. Licensor hereby covenants not to bring a cause of action, suit or claim or remedy of any kind in any court or tribunal of competent jurisdiction against Licensee or its direct or indirect Customers, based on their manufacture, use or sale of improvements to Licensed Products invented by Licensee, any claim of infringement of any claim of a patent on an invention that is first conceived by Licensor after disclosure by Licensee to Licensor of the Licensed Products where the claimed invention was conceived by Licensor both (a) in the course of development of improvements to the Licensed Products and (b) as a result of access to confidential information disclosed hereto. Additionally, Licensor hereby covenants not to bring a cause of action, suit, or claim or remedy of any kind in any court or tribunal of competent jurisdiction against Licensee or its direct or indirect customers, based on their manufacture, use or sale of improvements to Licensed Products, any existing patents of Licensor related to the Licensed Products.
Licensor Covenant. Licensor agrees that Licensor shall not, for the duration of this Agreement, enter into any agreement with any Third Party to license any rights held by Licensor with respect to US Patent No. [ * ], entitled [ * ] in a field of use that includes [ * ].
Licensor Covenant. Licensor has a U.S. provisional patent application in draft form that is directed to compounds in the Field and uses of such compounds. Within [***] days of the Effective Date, Licensor will file such application (or a revised version thereof) with the United States Patent and Trademark Office. Licensor will provide notice of such filing and a copy of the filing to Company and Licensor will, subject to Company’s agreement, amend Exhibit A to include the new patent application.
Licensor Covenant. (a) During the period set forth in the following sentence, Licensor shall not, and shall cause its Affiliates (subject to Section 5.7.2) not to (a) directly or indirectly, conduct Development (other than [*]) of, commercialize or manufacture for clinical or commercial use, any Competing Product in any country or other jurisdiction in the Territory (b) Commercialize or Manufacture a Licensed Compound or Licensed Product, or (c) license, authorize, appoint, or otherwise enable any Third Party to directly or indirectly, manufacture, Develop, or commercialize any Competing Product, Licensed Compound or Licensed Product in any country or other jurisdiction in the Territory. The foregoing obligations shall apply during the Term but shall cease on the Licensor Exclusivity End Date as provided in Section 5.7.2(b), if any, and shall re-commence only on the Exclusivity Recommencement Date, if any, as provided in Section 5.7.2(c). The foregoing obligations shall not apply, however, and Licensor and its Affiliates shall retain all rights, to research, develop, manufacture and commercialize, itself or through one or more Third Parties, any Excepted Product.
(b) Notwithstanding the provisions of Section 5.7.1, if, during the Term, Licensor undergoes a Change in Control and the acquirer is either then commercializing a Competing Product in the Field, or has in Development any Competing Product in the Field, such Change in Control, and the commercialization (or development and subsequent commercialization, if such Competing Product obtains Regulatory Approval) of such Competing Product in the Field by such acquirer or any of its Affiliates, shall not constitute a breach of Section 5.7.1; provided, that, such acquirer Segregates the Competing Product.
Licensor Covenant. Licensor hereby covenants to Licensee as follows:
(a) Neither Licensor, nor any of its Affiliates, shall transfer, convey or assign any of the Product Rights to any Person unless such Person agrees in writing to the applicable terms and conditions of this Agreement, and Licensor shall promptly notify Licensee in writing of any transfer, conveyance or assignment of any of the Product Rights.
(b) Licensor shall timely pay in full all amounts required to be paid by Licensor, and timely perform in full all obligations required to be performed by Licensor, under all In-Licenses Without the prior express written consent of Licensee, Licensor shall not (and shall take no action or make no omission to) modify or waive any provision of any In-License that could impair the value of the licenses to Licensee herein, or to terminate or have terminated any In-License.
(c) If the Development Agreement is terminated for any reason, Licensor shall use reasonable efforts to cause the licensor(s) thereunder to grant a direct license under the Licensed IP Rights to Licensee containing terms and conditions no less favorable to Licensee than the terms of the Development Agreement.
Licensor Covenant. (a) During the Term, except under a Collaboration Program, Licensor shall not, and shall cause its Affiliates not to (i) directly or indirectly, develop, commercialize or manufacture any Antibody, either alone or in combination with any other therapeutically active ingredients (or any product incorporating such Antibody) specifically binding to Trem2 or CD33 and a principal therapeutic mechanism of action of which is mediated as a result of such binding (a “Licensor Competing Product”), or (ii) license, authorize, appoint, or otherwise enable any Third Party to perform any of the activities under clause (i). For clarity, Licensor shall be permitted to perform Additional Licensor Development Activities in accordance with the provisions of Section 3.3 and the other terms of this Agreement (including AbbVie’s Opt In rights), and if AbbVie elects not to exercise its AbbVie Opt In with respect to the applicable Licensed Antibody authorized under Section 3.3.2, Licensor shall be permitted to commercialize such Licensed Antibody for such Additional Indication that has received Regulatory Approval, subject to the terms of the agreement negotiated between the Parties pursuant to Section 3.3.1.
(b) Notwithstanding the provisions of Section 5.10.1(a), if, during the Term, Licensor undergoes a Change in Control and the acquirer is either then commercializing a Licensor Competing Product in the Field, or has in Development any Licensor Competing Product in the Field, such Change in Control, and the commercialization (or development and subsequent commercialization, if such Licensor Competing Product obtains Regulatory Approval) of such Licensor Competing Product in the Field by such acquirer or any of its Affiliates (and other activities permitted under Section 13.2 below), shall not constitute a breach of Section 5.10.1(a); provided, that, such acquirer Segregates the Competing Product.
Licensor Covenant. The Licensor Parties, jointly and severally, hereby covenant to Licensee as follows:
(a) Neither Licensor, nor any of its Affiliates, shall transfer, convey or assign any of the Product Rights to any Person unless such Person agrees in writing to the applicable terms and conditions of this Agreement, and Licensor shall promptly notify Licensee in writing of any transfer, conveyance or assignment of any of the Product Rights.
(b) Licensor shall timely pay in full all amounts required to be paid by Licensor, and timely perform in full all obligations required to be performed by Licensor, under all In-Licenses Without the prior express written consent of Licensee, Licensor shall not (and shall take no action or make no omission to) modify or waive any provision of any In-License that could impair the value of the licenses to Licensee herein, or to terminate or have terminated any In-License.
(c) If the Gloperba License Agreement is terminated for any reason, Licensor shall use Commercially Reasonable and Diligent Efforts to cause the licensor(s) thereunder to grant a direct license under the Licensed IP Rights to Licensee containing terms and conditions no less favorable to Licensee than the terms of the Gloperba License Agreement.
Licensor Covenant. 6 2.4 Purposes .......................................................... 6 2.5 Limitations ....................................................... 6 2.6 Cooperation by Licensor and Licensee .............................. 6 2.7 Acceptance ........................................................ 7 ARTICLE III