Non-Exclusive License Grant to Merck Sample Clauses

Non-Exclusive License Grant to Merck. In the event that the Research, Development or Commercialization by Merck, or Merck’s Related Parties, of Program Nanobody(ies), Compound(s) and/or Product(s) would infringe a claim of any issued letters patent(s) which Ablynx (or any of its Affiliates), on the Effective Date or, subject to the last sentence of this Section 3.1.3, at any time during the Term, Controls and which patent(s) is/are not covered by the grant in Section 3.1.1, Ablynx (and its Affiliates) hereby grants to Merck, to the extent Ablynx is legally able to do so, a non-exclusive, sublicensable, royalty-free license in the Territory under such issued letters patent(s) for Merck and Merck’s Related Parties to Research, Develop and Commercialize Program Nanobody(ies), Compound(s) and Product(s) in the Territory in the Field. Notwithstanding the foregoing, it is understood and agreed that, in case of a Change of Control of Ablynx that results in an acquisition of Ablynx (or the parts of Ablynx’s business to which this Agreement relates) by a Third Party, this Section 3.1.3 shall not be interpreted or operate so as to grant to Merck any license under any Patent Rights held or controlled by said Third Party immediately prior to the time said Change of Control becomes effective; provided that (i) such Third Party does not engage in activities under this Agreement and (ii) for clarity, in all cases, all Patent Rights licensed to Merck pursuant to this Section 3.1.3 prior to the time that such Change of Control occurs shall continue to be included in the licenses granted to Merck pursuant to this Section 3.1.3 following such Change of Control.
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Non-Exclusive License Grant to Merck. In the event that the research, development, making, having made, use, offer for sale, sale, import and/or other exploitation by Merck, or Merck’s Related Parties, of Compound(s) or Product(s) would infringe during the term of this Agreement a claim of an issued letters patent which Bionomics owns or has the rights to license and which patent are not covered by the grant in Section 3.1, Bionomics hereby grants to Merck, to the extent Bionomics is legally able to do so, a non-exclusive, sublicensable, royalty-free license in the Territory under such issued letters patent for Merck and its Related Parties to research, develop, make, have made, use, sell, offer for sale, import and otherwise exploit Compound(s) and Product(s) in the Territory.
Sample 1
Non-Exclusive License Grant to Merck. In the event that the research, development, making, having made, use, offer for sale, sale, import and/or other exploitation by Merck, or Merck’s Related Parties, of Compound(s) or Product(s) would infringe a claim of an issued letters patent which NewLink (or its Affiliate) Controls and which patents are not covered by the grant in Section 3.1 (an “Additional NewLink Patent”), Merck or NewLink, as applicable, shall so notify the other Party thereof. Thereafter, (i) the Parties will [*] and (ii) such Additional NewLink Patent [*]. Notwithstanding the foregoing, if Merck notifies NewLink in writing that [*] shall [*] included in the [*] and shall [*]. Notwithstanding the foregoing, if the exercise by Merck of the license under Section 3.1 with respect to any Additional NewLink Patent would [*], such patent shall [*] for such [*] were notified by [*] at the time the Additional NewLink Patent [*]; provided, however, that [*] to [*] the [*].
Sample 1
Non-Exclusive License Grant to Merck. In the event that the research, development, making, having made, use, offer for sale, sale, import and/or other exploitation by Merck, or Merck’s Related Parties, of Compound(s) or Product(s) would infringe a claim of an issued letters patent which NewLink (or its Affiliate) Controls and which patents are not [**] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. covered by the grant in Section 3.1 (an “Additional NewLink Patent”), Merck or NewLink, as applicable, shall so notify the other Party thereof. Thereafter, (i) the Parties will [**] and (ii) such Additional NewLink Patent [**]. Notwithstanding the foregoing, if Merck notifies NewLink in writing that [**] shall [**] included in the [**] and shall [**]. Notwithstanding the foregoing, if the exercise by Merck of the license under Section 3.1 with respect to any Additional NewLink Patent would [**], such patent shall [**] for such [**] were notified by [**] at the time the Additional NewLink Patent [**]; provided, however, that [**] to [**] the [**].
Sample 1

Related to Non-Exclusive License Grant to Merck

  • Non-Exclusive License Grant Subject to the terms and conditions of this Agreement, Takeda hereby grants to Licensee a non-exclusive, sublicensable (subject to Section 3.3 (Sublicensing)) right and license under the Takeda Technology and Takeda’s interest in the Joint Technology to: (a) Develop the TAK-385 Licensed Compound and TAK-385 Licensed Products in the Men’s Health Field in the Takeda Territory solely for the purpose of Exploiting such Licensed Products in the Field in the Licensee Territory, or as required in order for Licensee to comply with its diligence obligations set forth in Section 5.2 (Development Diligence Obligations) and (b) Manufacture the TAK-385 Licensed Compound and TAK-385 Licensed Products in the Takeda Territory.

  • Exclusive License Grant Subject to the terms and conditions of this Agreement, Licensee hereby grants to Takeda an exclusive, sublicensable (subject to Section 3.3 (Sublicensing)), royalty-bearing right and license under the Licensee Technology and Licensee’s interest in the Joint Technology to Exploit the TAK-385 Licensed Compound and TAK-385 Licensed Products in the Field in the Takeda Territory.

  • Non-Exclusive License NCPS grants Company a revocable, non-exclusive, non-transferable and non-sublicensable license during the Term to view-only access the PPEX ATS through the PPEX Site and its related software and other applications and technology for the sole purpose of viewing information about Company and Company Securities and Trades of Company Securities. This license is in addition to the license Company has and is required to maintain during the Term (as defined below) with NCPS’s affiliate, North Capital Investment Technology, Inc., for TransactAPI pursuant to a separate Software and Services License Agreement (“SSLA”). The technology covered by the licenses outlined in this Section 2 is collectively referred to herein as the “Technology”.

  • Exclusive License Licensor hereby grants to Licensee and Licensee hereby accepts from Licensor, upon the terms and conditions herein specified, a sole and exclusive license under the Licensed Patent Rights in the Territory, and in the Field of Use to develop, make, have made, import, have imported, use, offer to sell, sell and otherwise commercialize Licensed Product(s).

  • License Grant Subject to the terms and conditions of this Agreement, including the Retained Rights, Licensor hereby grants to Licensee an exclusive, sublicensable (as provided in Section 2.4 only), non-transferable (except as provided in Section 10.2), royalty-bearing, worldwide license, under the Licensed Patents to make, have made, use, import, sell, and offer for sale Licensed Products solely in the Field, including, for the avoidance of doubt, the right to conduct research and development.

  • Grant of Exclusive License 1. Licensor hereby grants to Licensee an exclusive worldwide license with the right to sublicense others, to make, have made, use, sell and lease the Products described in the Licensed Patent Rights with reach-through rights reserved to Licensor.

  • Sublicense Grant Licensee will be entitled to grant Sublicenses to third parties under the license granted pursuant to Section 2.1 subject to the terms of this Section 2.3. Any such Sublicense shall be on terms and conditions in compliance with and not inconsistent with the terms of this Agreement. The grant of a Sublicense shall not in any way diminish or alter Licensee’s obligations under this Agreement.

  • Non-exclusivity of Rights Nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any plan, program, policy or practice provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor, subject to Section 12(f), shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its affiliated companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement.

  • License Grants Subject to the terms of this Agreement, M.I.T. hereby grants to COMPANY and its AFFILIATES for the TERM a royalty-bearing license under the PATENT RIGHTS to develop, make, have made, use, sell, offer to sell, lease, and import LICENSED PRODUCTS in the FIELD in the TERRITORY and to develop and perform LICENSED PROCESSES in the FIELD in the TERRITORY.

  • Non-Exclusive Rights The provisions for indemnification of, and advancement of Expenses to, the Board Member set forth in this Agreement shall not be deemed exclusive of any other rights to which the Board Member may otherwise be entitled. Notwithstanding the previous sentence, the indemnification provided for in this Agreement is in lieu of, and not in addition to, the indemnification set forth in the Trust Instrument. The Fund shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Board Member has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

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