Negotiation of License Agreement Sample Clauses

Negotiation of License Agreement. Upon the exercise by CELGENE of the Option set forth in Section 2.2.2, CELGENE and CMCC and/or such THIRD PARTY RESEARCHER, as applicable, shall negotiate in good faith for up to three (3) months for the financial and other material terms, including diligence and indemnification terms, of the license agreement ("Initial Negotiation Period"). If written agreement has been reached between CMCC and/or the THIRD PARTY RESEARCHER, as applicable, on the one hand, and CELGENE, on the other hand, regarding such terms during such three (3) month period, then the Initial Negotiation Period shall automatically, without any further action by either party, be extended for an additional three (3) months (or any longer period as agreed to by the parties) (together with the Initial Negotiation Period, the "Negotiation Period") to permit negotiation and execution of a mutually-agreeable license agreement. CELGENE agrees that it shall reimburse CMCC for all Patent Costs incurred during the Negotiation Period, provided that (a) if the parties cease good faith negotiations with respect to the relevant THALIDOMIDE INVENTION, CELGENE may notify CMCC in writing, and CELGENE shall have no obligation to pay for any Patent Costs incurred after the receipt of such notice by CMCC and (b) if CMCC and/or the THIRD PARTY RESEARCHER, as applicable, on the one hand, and CELGENE, on the other hand, execute a license agreement relating to the relevant THALIDOMIDE INVENTION, the terms and conditions of such agreement shall govern the payment of Patent Costs incurred thereafter. CELGENE agrees that it shall not be entitled to reduce the royalties owed under Section 4 of this Agreement, pursuant to the terms of Section 7.7 hereof or otherwise, to offset payments owed to a THIRD PARTY RESEARCHER pursuant to a license agreement executed as set forth in this Section 2.2. CELGENE and CMCC agree that the payments due pursuant to Section 4 of this Agreement shall not be affected by any payment terms of a license agreement between CELGENE and CMCC executed as set forth in this
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Negotiation of License Agreement. (i) Until the expiration of the Option Period, Sponsor shall have the exclusive right to negotiate with Wistar to obtain a worldwide, exclusive, royalty bearing license, with right to sublicense, to the Inventions for which Sponsor has obtained an Option to License. Prior to the expiration of the Option Period, Sponsor shall identify in writing to Wistar each of the Inventions included in the Option to License for which Sponsor intends to secure a license (the "Selected Inventions"). Promptly after Sponsor provides such notice, the patties shall meet and commence good faith negotiations regarding the draft license terms listed on Schedule II attached hereto for Selected Inventions and any related Patents (as defined below), which terms are for discussion purposes only and not intended to bind or obligate either party. Such negotiations shall proceed during a negotiation period of up to [**] days after the date the parties commence negotiations (the "Negotiation Period"). Sponsor will have no further rights to any Invention it has not so identified prior to expiration of the Option Period.
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Negotiation of License Agreement. Following the Effective Date the parties shall negotiate the terms and conditions of an exclusive, worldwide license to develop and commercialize the PTC Development Compounds in the applicable Field. Following exercise of the PTC Development Compounds Option and execution of a license agreement with respect thereto, the PTC Development Compounds shall be deemed "Licensed Compounds". Notwithstanding the foregoing, if after B&L exercises the PTC Development Compounds Option the parties do not reach agreement on the terms of such license agreement and enter into such license agreement prior to the date [**] following the expiration of the DC Term, B&L's rights under this Agreement with respect to the PTC Development Compounds shall expire and be of no further force or effect; provided that the parties shall extend their negotiations for an additional [**] beyond the expiration of such negotiation period if, by mutual agreement, the parties determine that such negotiations then remain active and viable.
Sample 1

Related to Negotiation of License Agreement

  • Termination of License Agreement Without limiting the generality of the foregoing, in the event that the License Agreement is terminated in accordance with its terms, this Agreement, including without limitation any Purchase Order(s) or Project Work Orders then-in-effect, shall automatically terminate in its entirety as of the effective date of termination of the License Agreement.

  • License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.

  • Collaboration Agreement The Collaboration Agreement shall not have been terminated in accordance with its terms and shall be in full force and effect.

  • License Agreements (a) Each Borrower and Guarantor shall (i) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to which it is a party to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that, subject to Section 9.19(b) below, such Borrower or Guarantor may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Borrower or Guarantor; provided, that, such Borrower or Guarantor (as the case may be) shall give Agent not less than thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (iv) give Agent prompt written notice of any material License Agreement entered into by such Borrower or Guarantor after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Agent may request, (v) give Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a notice from such Borrower or Guarantor) a copy of each notice of default and every other notice and other communication received or delivered by such Borrower or Guarantor in connection with any material License Agreement which relates to the right of such Borrower or Guarantor to continue to use the property subject to such License Agreement, and (vi) furnish to Agent, promptly upon the request of Agent, such information and evidence as Agent may reasonably require from time to time concerning the observance, performance and compliance by such Borrower or Guarantor or the other party or parties thereto with the material terms, covenants or provisions of any material License Agreement.

  • Sublicense Agreements Sublicenses shall only be granted pursuant to written agreements, which shall be in compliance and not inconsistent with and shall be subject and subordinate to the terms and conditions of this Agreement (each, a "Sublicense Agreement"). Each such sublicense agreement shall contain, among other things, provisions to the following effect:

  • PATENT LICENSE AGREEMENT EXCLUSIVE PHS and Licensee agree as follows:

  • Termination of License 3.2.1 The Bank shall have, in the event of the Customer’s breach of or default under this Agreement and/ or the Bank being of the view that the Customer is not co-operating and/or complying with the terms and conditions of this Agreement, a right to terminate this Agreement and the license granted hereunder, after issuing to the Customer a prior written notice of not less than 3 (three) months by registered post or speed post (and also by (i) email where email id of the Customer is available; and (ii) SMS and/or WhatsApp where the mobile phone number of the Customer is available) (“Termination Notice”).

  • Supply Agreement The Supply Agreement shall have been executed on behalf of the Seller and delivered to the Purchaser.

  • Negotiation of Agreement Each of the parties acknowledges that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with consent and upon the advice of said independent counsel. Each party and its counsel cooperated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto shall be deemed the work product of the parties and may not be construed against any party by reason of its preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against the party that drafted it is of no application and is hereby expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intentions of the parties and this Agreement.

  • Exclusive Agreement This is the entire Agreement between Contractor and Client.

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