Non-Assert. Licensee and Rice agree that Licensee shall not assert Rice Intellectual Property infringement claims against not-for-profit research institutions for activities related to research, teaching, education, or academic purposes.
Non-Assert. AstraZeneca hereby covenants and agrees that it shall not, and shall cause that its Affiliates do not, xxx, or support or encourage any Third Party in suing, any Mereo Party claiming that the manufacture, having manufactured, use, distribution, sale, offering for sale, or importation of any Product or any component thereof permitted under this Agreement for sale in the Territory as of or after the Effective Date infringes or misappropriates any intellectual property rights AstraZeneca and / or its Affiliates may have in or to the Products. AstraZeneca shall impose the foregoing covenant not-to-xxx on (i) its Affiliates and (ii) any Third Party to which AstraZeneca or any of its Affiliates may assign, exclusively license or [***] to the foregoing intellectual property rights. The Parties expressly agree and intend that the covenants and agreements set forth in this Section 2.6 shall run with such intellectual property right, as a covenant appurtenant, and shall continue and be binding on any successor-in-interest to such intellectual property right. For the purposes of this Section 2.6, “Mereo Party” means (a) Mereo and its Affiliates, and (b) Mereo’s and its Affiliates’ licensees, sublicensees, suppliers, distributors, importers, contractors, direct or indirect customers (including without limitation [***]), and manufacturers of the Products, in each case to the extent that such party makes, has made, uses, distributes, sells, offers for sale, or imports the products (or components thereof) referenced above in the Territory for Mereo or its Affiliates in accordance with this Section 2.
Non-Assert. End User acknowledges that Dr. Xxxxx Xxxx and CHB may develop modifications to Software that may be based on the feedback provided by End User under Section 4. Dr. Xxxxx Xxxx and CHB shall not be constrained in any way by End User regarding CHB's use of such information. End User acknowledges the right of Dr. Xxxxx Xxxx and CHB to prepare, publish and or use modifications to the Software that may be substantially similar or functionally equivalent to End User’s modifications, and/or improvements if any. In the event that End User obtains patent protection for any modification or improvement to Software, End User agrees not to allege or enjoin infringement of End User’s patent against Dr. Xxxxx Xxxx, CHB, or any of its researchers, medical or research staff, officers, directors and employees.
Non-Assert. COMPANY (including its AFFILIATES and SUBLICENSEES) and M.I.T. agree that the PATENT RIGHTS shall not be asserted against not- for-profit research institutions for use on research funded by the institutions themselves, by not- for-profit foundations, by the Xxxxxx Xxxxxx Medical Institute, by any state government, or by the Federal Government.
Non-Assert. Each of the Stockholders and Optionholders shall not at any time, either during the term of or after the expiration of this Agreement, make any claim challenging the scope, validity or enforceability of any of the Company Intellectual Property or the Company's rights therein. Each of the Stockholders and Optionholders shall not at any time make any claim that any of the products designed, developed, produced or sold by the Company after the Closing, or the operation of the Company's business after the Closing, infringes or misappropriates the intellectual property rights of such Person or any of its Affiliates to the extent that such products or such operation after the Closing are the same as the products and operation of the Company's business prior to the Closing.
Non-Assert. Advaxis and its Affiliates shall not assert any patents against Licensee’s, Licensee’s Affiliates’ and sublicensees’ Development, manufacture, having manufactured, importation, use and Commercialization of Products for use in the Field in the Territory. For avoidance of doubt, Advaxis and its Affiliates shall also not assert any such patents against suppliers and customers of Licensee, its Affiliates and its sublicensees, and any Third Party retained by Licensee in the performance of activities that this Agreement permits Licensee to conduct; provided that such persons or entities Develop, manufacture, have manufactured, import, use and Commercialize the Products for use in the Field in the Territory.
Non-Assert. Irrespective of any Partner’s Submissions, the Partner hereby agrees not to bring, commence, maintain or prosecute any claim, action or proceedings against any third party based on any COS Essential Intellectual Property Rights that it (including its Affiliates) may within the term of its participation to this Agreement own or control, in relation with a Licensed Product.
Non-Assert. You agree that you will not, and will not assist or enable any other party to, assert or threaten to assert any intellectual property rights against NVIDIA or its affiliates with respect to new software samples or examples that NVIDIA or its affiliates may develop and make available in the future.
Non-Assert. Participants hereby agrees that Participant and its Affiliates will not assert, directly and indirectly, any cause of action based, in whole or part, upon purported IPR infringement by the Alliance, or its others Participants their Affiliates, direct or indirect customers and subcontractors, of any of Participant Necessary Claims in the implementation of a compliant implementation of an Approved Specification, as a result of manufacture, subcontracted manufacture, or use by the Alliance or its others participants.
Non-Assert. Madison Israeli Subsidiary and Ocure agree that Madison Israeli Subsidiary shall not assert Ocure Patents infringement claims against not-for-profit research institutions for activities related to research, teaching, education, or academic purposes.
