LICR Agreement Sample Clauses

LICR Agreement. Without limiting the representations and warranties made herein by Agenus with regard to its rights to Develop, Manufacture and Commercialize the Agenus Antibody, Licensee acknowledges and agrees that certain of the Agenus IP has been exclusively licensed to Agenus pursuant to the LICR Agreement and is subject to the terms and conditions thereof including but not limited to: (a) the reporting and record-keeping obligations with respect to sales of “Products” (as that term is defined in the LICR Agreement) as provided in Sections 2.6 and 3.8 of the LICR Agreement, (b) indemnification under Section 5.4(a)(ii) of the LICR Agreement, and (iii) obligations of non-use of name as provided in Section 6.5 of the LICR Agreement. In the event of any conflict or inconsistency between any applicable provision of this Agreement and such provisions of the LICR Agreement, such provisions of the LICR Agreement shall prevail with respect to the relevant Agenus IP licensed to Agenus by LICR pursuant to the LICR Agreement. Nothing in the immediately preceding sentence shall serve to waive, nor shall it conflict with, any representation made by Agenus to Licensee herein with regard to Licensee’s rights to Develop, Manufacture and Commercialize the Agenus Antibody, nor Licensee’s right to enforce such representations and seek applicable remedies for material breaches thereof. For purposes of clarity, all obligations of Agenus, financial or otherwise, that do not attach to sublicensees of Agenus under the LICR Agreement shall be the sole responsibility of Agenus.