Obligations of Licensee. 2.1 Licensee is responsible for the quality and safety of its products. 2.2 Licensee shall use all reasonable efforts and diligence to exploit the Invention and to proceed with the development, manufacture and sale of Licensed Product and to use commercially reasonable efforts to develop markets for the Licensed Product. 2.3 Licensee will represent the Licensed Product fairly in comparison with competitive products from other suppliers. 2.4 Licensee shall not, on behalf of University, make any representations or give any warranties or guarantees in respect of the Proprietary IPR not expressly authorised in writing by University, provided that such authorization shall not be unreasonably delayed or withheld by University. 2.5 Licensee shall not market the Licensed Product under the name of University, and not in any way create any impression that University is the seller of the Licensed Product. 2.6 Licensee shall take all such steps as are reasonably necessary to protect Intellectual Property Rights in the Invention. 2.7 Licensee shall promptly inform University upon becoming aware of any illegal or unauthorised use of the Invention or any infringement of the Prospective Patent or Proprietary IPR and Intellectual Property Rights therein. 2.8 Licensee shall comply with all laws, regulations and governmental obligations that may from time to time be applicable to the making, use or sale of the Licensed Product in each part of the Territory. 2.9 As between Licensee and University and without limiting any responsibility of an Affiliate or Sub-Licensee, Licensee shall be solely responsible for any claims arising or alleged to arise from loss or injury to persons or property caused or suffered in the course of or as a consequence of the use of the Invention by Licensee, Affiliates and Sub-Licensees or the supply and sale of the Licensed Product by Licensee, Affiliates and Sub-Licensees except where such loss or injury are caused by the gross negligence or wilful misconduct of University. 2.10 Except as expressly set forth under this Agreement, Licensee shall use its best endeavours to keep the Invention confidential and not to reveal to any third party any confidential information of University regarding the Invention until after a non-disclosure agreement has been signed, provided that no such obligation shall apply to any information that has been publicly disclosed through no breach of this Agreement by Licensee, including by publication of the Inventions by the applicable governmental agency, was in the possession of Licensee prior to disclosure by University, is obtained by Licensee from a third party, or is independently developed by Licensee. 2.11 To the extent prohibited by applicable law, Licensee shall not carry out any illegal, deceptive, or unethical practices, whether or not they are to the disparagement of the Invention, Licensed Product or University, or, subject to the foregoing in this Section 2.11, any other practices which may be detrimental to the Invention, Licensed Product, University or to the public interest.
Appears in 4 contracts
Samples: Licensing Agreement (Grail, LLC), Licensing Agreement (Grail, LLC), Licensing Agreement (Grail, Inc.)
Obligations of Licensee. 2.1 a) Licensee is shall pay the first annual payment of the Licence Fee, and shall pay each annual payment of the Licence Fee thereafter, in accordance with the provisions of clause 8)c) below, by bank transfer or through a recognised agent.
b) The Licensee shall be solely responsible for the quality Licensee’s Secure Network, its compatibility with the Websites and safety The Company of its productsBiologists’ network and the ability of Authorised Users to access the Licensed Material via the Licensee’s Secure Network.
2.2 c) The Licensee will:
i) Use reasonable endeavours to ensure that Authorised Users are aware of and undertake to respect and not to infringe the intellectual property rights subsisting in the Licensed Materials;
ii) Use reasonable endeavours to ensure that Authorised Users and potential Authorised Users are aware of and abide by the terms and conditions of this Licence, the Copyright Policy, the Website Terms and any other access controls as requested by The Company of Biologists;
iii) Make access to the Licensed Materials available to Authorised Users only from an IP address authorised by The Company of Biologists;
iv) Adopt reasonable measures to prevent access to and improper use of Licensed Materials by unauthorised persons, and take responsibility for terminating any access to the Licensed Materials by Authorised Users making improper use of the Licensed Materials, or having unauthorised access of which the Licensee has notice or knowledge;
v) Promptly notify The Company of Biologists in the event that the Licensee becomes aware of any infringement or unauthorised usage of the Licensed Materials, or breach of the terms of this Licence. In the event that Licensee becomes aware of any such infringement, breach or unauthorised use, Licensee shall co-operate in the investigation and pursuit of such infringement, unauthorised use or breach and shall use all reasonable efforts to ensure that such activity ceases and to prevent any reoccurrence; and
vi) Supply The Company of Biologists with complete and accurate Registration Information at all times. Licensee shall notify The Company of Biologists of any changes to the Registration Information.
d) Licensee acknowledges that The Company of Biologists is the owner or licensee of the intellectual property rights subsisting in the Licensed Materials (including but not limited to The Company of Biologists’ copyright, trade mark rights and database rights) and that other than as expressly set out in this Licence, no rights to such intellectual property rights are granted to the Licensee or Authorised Users under this Licence.
e) The Licensee shall notify The Company of Biologists promptly in the event that the Licensee becomes aware of any claim by any third party that the Licensed Materials infringe the intellectual property rights of a third party.
f) The Licensee agrees to inform Xxxxxxxx Authors that the Licence is in place and that their articles can be made Open Access Articles on acceptance in a Licensed Title forming part of the Licensed Materials.
g) The Licensee shall ensure that Eligible Authors shall identify themselves as being eligible to The Company of Biologists by using an appropriate institutional email address throughout the submission process.
h) The Licensee shall use all reasonable efforts to make its authors aware that to become Eligible Authors and diligence to exploit the Invention and to proceed with the development, manufacture and sale of Licensed Product and to use commercially reasonable efforts to develop markets for the Licensed ProductLicensee therefore to benefit most from the Licence, they should be prepared to take on the responsibilities of Corresponding Author.
2.3 Licensee i) For the avoidance of doubt, any articles published in a Hybrid Journal that are not designated as Open Access Articles will represent the Licensed Product fairly in comparison with competitive products from other suppliers.
2.4 Licensee shall not, on behalf of University, make any representations or give any warranties or guarantees in respect of the Proprietary IPR not expressly authorised in writing by University, provided that such authorization shall not be unreasonably delayed or withheld by University.
2.5 Licensee shall not market the Licensed Product under the name of University, and not in any way create any impression that University is the seller of the Licensed Product.
2.6 Licensee shall take all such steps as are reasonably necessary available to protect Intellectual Property Rights in the Invention.
2.7 Licensee shall promptly inform University upon becoming aware of any illegal or unauthorised use of the Invention or any infringement of the Prospective Patent or Proprietary IPR and Intellectual Property Rights therein.
2.8 Licensee shall comply with all laws, regulations and governmental obligations that may from time to time be applicable access pursuant to the making, use or sale of the Licensed Product in each part of the Territory.
2.9 As between Licensee and University and without limiting any responsibility of an Affiliate or Sub-Licensee, Licensee shall be solely responsible for any claims arising or alleged to arise from loss or injury to persons or property caused or suffered in the course of or as a consequence of the use of the Invention by Licensee, Affiliates and Sub-Licensees or the supply and sale of the Licensed Product by Licensee, Affiliates and Sub-Licensees except where such loss or injury are caused by the gross negligence or wilful misconduct of University.
2.10 Except as expressly set forth under this Agreement, Licensee shall use its best endeavours to keep the Invention confidential and not to reveal to any third party any confidential information of University regarding the Invention until after a non-disclosure agreement has been signed, provided that no such obligation shall apply to any information that has been publicly disclosed through no breach of this Agreement by Licensee, including by publication of the Inventions by the applicable governmental agency, was in the possession of Licensee prior to disclosure by University, is obtained by Licensee from a third party, or is independently developed by Licensee.
2.11 To the extent prohibited by applicable law, Licensee shall not carry out any illegal, deceptive, or unethical practices, whether or not they are to the disparagement of the Invention, Licensed Product or University, or, subject to the foregoing in this Section 2.11, any other practices which may be detrimental to the Invention, Licensed Product, University or to the public interest.CC BY Version 4.0 terms
Appears in 3 contracts
Samples: Read and Publish Licence Agreement, Read and Publish Licence Agreement, Read and Publish Licence Agreement
Obligations of Licensee. 2.1 Licensee is responsible for the quality and safety of its products.
2.2 Licensee shall use all reasonable efforts and diligence to exploit the Invention and to proceed with the development, manufacture and sale of Licensed Product and to use commercially reasonable efforts to develop markets for the Licensed Product.
2.3 Licensee will represent the Licensed Product fairly in comparison with competitive products from other suppliers.
2.4 Licensee shall not, on behalf of University, make any representations or give any warranties or or· guarantees in respect of the Proprietary IPR not expressly authorised in writing by University, provided that such authorization shall not be unreasonably delayed or withheld by University.
2.5 Licensee shall not market the Licensed Product under the name of University, and not in any way create any impression that University is the seller of the Licensed Product.
2.6 Licensee shall take all such steps as are reasonably necessary to protect Intellectual Property Rights in the Invention.
2.7 Licensee shall promptly inform University upon becoming aware of any illegal or unauthorised use of the Invention or any infringement of the Prospective Patent or Proprietary IPR and Intellectual Property Rights therein.
2.8 Licensee shall comply with all laws, regulations and governmental obligations that may from time to time be applicable to the making, use or sale of the Licensed Product in each part of the Territory.
2.9 As between Licensee and University and without limiting any responsibility of an Affiliate or Sub-Licensee, Licensee shall be solely responsible for any claims arising or alleged to arise from loss or injury to persons or property caused or suffered in the course of or as a consequence of the use of the Invention by Licensee, Affiliates and Sub-Licensees or the supply and sale of the Licensed Product by Licensee, Affiliates and Sub-Licensees except where such loss or injury are caused by the gross negligence or wilful misconduct of University.
2.10 Except as expressly set forth under this Agreement, Licensee shall use its best endeavours to keep the Invention confidential and not to reveal to any third party any confidential information of University regarding the Invention until after a non-disclosure agreement has been signed, provided that no such obligation shall apply to any information that has been publicly disclosed through no breach of this Agreement by Licensee, including by publication of the Inventions by the applicable governmental agency, was in the possession of Licensee prior to disclosure by University, is obtained by Licensee from a third party, or is independently developed by Licensee. For clarity, Licensee’s obligations to keep the Invention confidential do not apply to the extent Licensee, its Affiliate or Sub-Licensee discloses the Invention or any portion of the Invention for purposes of obtaining regulatory approval for the Licensed Products, securing intellectual property on the Licensed Products or commercializing the Licensed Products.
2.11 To the extent prohibited by applicable law, Licensee shall not carry out any illegal, deceptive, or unethical practices, whether or not they are to the disparagement of the Invention, Licensed Product or University, or, subject to the foregoing in this Section 2.11, any other practices which may be detrimental to the Invention, Licensed Product, University or to the public interest.
Appears in 3 contracts
Samples: Licensing Agreement (Grail, LLC), Licensing Agreement (Grail, Inc.), Licensing Agreement (Grail, Inc.)
Obligations of Licensee. 2.1 Licensee is responsible for the quality and safety of its products.
2.2 Licensee shall use all reasonable efforts and diligence to exploit the Invention and to proceed with the development, manufacture and sale of Licensed Product and to use commercially reasonable efforts to develop markets for the Licensed Product.
2.3 Licensee will represent the Licensed Product fairly in comparison with competitive products from other suppliers.
2.4 Licensee shall not, on behalf of University, make any representations or give any warranties or guarantees in respect of the Proprietary IPR not expressly authorised in writing by University, provided that such authorization shall not be unreasonably delayed or withheld by University.
2.5 Licensee shall not market the Licensed Product under the name of University, and not in any way create any impression that University is the seller of the Licensed Product.
2.6 Licensee shall take all such steps as are reasonably necessary to protect Intellectual Property Rights in the Invention.
2.7 Licensee shall promptly inform University upon becoming aware of any illegal or unauthorised use of the Invention or any infringement of the Prospective Patent or Proprietary IPR and Intellectual Property Rights therein.
2.8 Licensee shall comply with all laws, regulations and governmental obligations that may from time to time be applicable to the making, use or sale of the Licensed Product in each part of the Territory.
2.9 As between Licensee and University and without limiting any responsibility of an Affiliate or Sub-LicenseeSubLicensee, Licensee shall be solely responsible for any claims arising or alleged to arise from loss or injury to persons or property caused or suffered in the course of or as a consequence of the use of the Invention by Licensee, Affiliates and Sub-Licensees or the supply and sale of the Licensed Product by Licensee, Affiliates and Sub-Licensees except where such loss or injury are caused by the gross negligence or wilful misconduct of University.
2.10 Except as expressly set forth under this Agreement, Licensee shall use its best endeavours to keep the Invention confidential and not to reveal to any third party any confidential information of University regarding the Invention until after a non-disclosure agreement has been signed, provided that no such obligation shall apply to any information that has been publicly disclosed through no breach of this Agreement by Licensee, including by publication of the Inventions by the applicable governmental agency, was in the possession of Licensee prior to disclosure by University, is obtained by Licensee from a third party, or is independently developed by Licensee. For clarity, Licensee’s obligations to keep the Invention confidential do not apply to the extent Licensee, its Affiliate or Sub-Licensee discloses the Invention or any portion of the Invention for purposes of obtaining regulatory approval for the Licensed Products, securing intellectual property on the Licensed Products or commercializing the Licensed Products.
2.11 To the extent prohibited by applicable law, Licensee shall not carry out any illegal, deceptive, or unethical practices, whether or not they are to the disparagement of the Invention, Licensed Product or University, or, subject to the foregoing in this Section 2.11, any other practices which may be detrimental to the Invention, Licensed Product, University or to the public interest.
Appears in 2 contracts
Samples: Licensing Agreement (Grail, Inc.), Licensing Agreement (Grail, Inc.)
Obligations of Licensee. 2.1 Licensee is responsible for the quality and safety of its products.
2.2 Licensee shall use all reasonable efforts and diligence to exploit the Invention Inventions and to proceed with the development, manufacture and sale of Licensed Product and to use commercially reasonable efforts to diligently develop markets for the Licensed Product.
2.3 Licensee will represent the Licensed Product fairly in comparison with competitive products from other suppliers.
2.4 Licensee shall not, on behalf of University, make any representations or give any warranties or guarantees in respect of the Proprietary IPR not expressly authorised in writing by University, provided that such authorization shall not be unreasonably delayed or withheld by University.
2.5 Licensee shall not market the Licensed Product under the name of UniversityLicensee or a Sub-Licensee as seller, and not in any way create any impression that University is the seller of the Licensed Product.
2.6 Licensee 2.5 Each Party shall take all such steps as are reasonably necessary to protect Intellectual Property Rights in the InventionInventions. Each Party shall provide any assistance, if necessary, to assist the other Party in protection of such rights.
2.7 2.6 Licensee shall promptly inform University upon becoming aware of any illegal or unauthorised use of any of the Invention Inventions or any infringement of the Prospective Patent or Proprietary IPR and Intellectual Property Rights therein.
2.8 2.7 Licensee shall comply with all laws, laws regulations and governmental obligations that may from time to time be applicable to the making, use or sale of the Licensed Product in each part of the Territory.
2.9 As between Licensee and University and without limiting any responsibility of an Affiliate or Sub-Licensee, 2.8 Licensee shall be solely responsible for any claims arising or alleged to arise from loss or injury to persons or property caused or suffered in the course of or as a consequence of the use of any of the Invention by Licensee, Affiliates and Sub-Licensees Inventions or the supply and sale of the Licensed Product by Licensee, Affiliates and Sub-Licensees except where such loss or injury are caused by the gross negligence or wilful misconduct of University.
2.10 Except as expressly set forth under this Agreement, 2.9 Licensee shall use its best reasonable endeavours to keep the Invention Inventions confidential and not to reveal to prohibit any third party from having access to any confidential information of University regarding the Invention until after a non-disclosure agreement has been signed, provided that no such obligation shall apply to any information that has been publicly disclosed through no breach of this Agreement by Licensee, including by publication of the Inventions by the applicable governmental agency, was in the possession of Licensee prior to disclosure by University, is obtained by Licensee from a third party, or is independently developed by LicenseeInventions.
2.11 To the extent prohibited by applicable law, 2.10 Licensee shall not carry out any illegal, deceptive, or unethical practices, whether or not they are to the disparagement of any of the InventionInventions, Licensed Product or University, or, subject to the foregoing in this Section 2.11, or any other practices which may be detrimental to any of the InventionInventions, Licensed Product, University or to the public interest.
Appears in 2 contracts
Samples: License Agreement (Sequenom Inc), License Agreement (Sequenom Inc)
Obligations of Licensee. 2.1 Licensee is responsible for the quality and safety of its products.
2.2 Licensee shall use all reasonable efforts and diligence to exploit the Invention and to proceed with the development, manufacture and sale of Licensed Product and to use commercially reasonable efforts to diligently develop markets for the Licensed Product.
2.3 Licensee will represent the Licensed Product fairly in comparison with competitive products from other suppliers.
2.4 Licensee shall not, on behalf of University, make any representations or give any warranties or guarantees in respect of the Proprietary IPR not expressly authorised in writing by University, provided that such authorization shall not be unreasonably delayed or withheld by University.
2.5 Licensee shall not market the Licensed Product under the name of UniversityLicensee or a Sub-Licensee as seller, and not in any way create any impression that University is the seller of the Licensed Product.
2.6 Licensee 2.5 Each Party shall take all such steps as are reasonably necessary to protect Intellectual Property Rights in the Invention. Each Party shall provide any assistance, if necessary, to assist the other Party in protection of such rights.
2.7 2.6 Licensee shall promptly inform University upon becoming aware of any illegal or unauthorised use of the Invention or any infringement of the Prospective Patent or Proprietary IPR and Intellectual Property Rights therein.
2.8 2.7 Licensee shall comply with all laws, laws regulations and governmental obligations that may from time to time be applicable to the making, use or sale of the Licensed Product in each part of the Territory.
2.9 As between Licensee and University and without limiting any responsibility of an Affiliate or Sub-Licensee, 2.8 Licensee shall be solely responsible for any claims arising or alleged to arise from loss or injury to persons or property caused or suffered in the course of or as a consequence of the use of the Invention by Licensee, Affiliates and Sub-Licensees or the supply and sale of the Licensed Product by Licensee, Affiliates and Sub-Licensees except where such loss or injury are caused by the gross negligence or wilful misconduct of University.
2.10 Except as expressly set forth under this Agreement, 2.9 Licensee shall use its best reasonable endeavours to keep the Invention confidential and not to reveal to prohibit any third party from having access to any confidential information of University regarding the Invention until after a non-disclosure agreement has been signed, provided that no such obligation shall apply to any information that has been publicly disclosed through no breach of this Agreement by Licensee, including by publication of the Inventions by the applicable governmental agency, was in the possession of Licensee prior to disclosure by University, is obtained by Licensee from a third party, or is independently developed by LicenseeInvention.
2.11 To the extent prohibited by applicable law, 2.10 Licensee shall not carry out any illegal, deceptive, or unethical practices, whether or not they are to the disparagement of the Invention, Licensed Product or University, or, subject to the foregoing in this Section 2.11, or any other practices which may be detrimental to the Invention, Licensed Product, University or to the public interest.
Appears in 1 contract
Samples: License Agreement (Sequenom Inc)
Obligations of Licensee. 2.1 Licensee is responsible for the quality and safety of its products.
2.2 Licensee shall use all reasonable efforts and diligence to exploit the Invention and to proceed with the development, manufacture and sale of Licensed Product and to use commercially reasonable efforts to develop markets for the Licensed Product.
2.3 Licensee will represent the Licensed Product fairly in comparison with competitive products from other suppliers.
2.4 Licensee shall not, on behalf of University, make any representations or give any warranties or guarantees in respect of the Proprietary IPR not expressly authorised in writing by University, provided that such authorization shall not be unreasonably delayed or withheld by University.
2.5 Licensee shall not market the Licensed Product under the name of University, and not in any way create any impression that University is the seller of the Licensed Product.
2.6 Licensee shall take all such steps as are reasonably necessary to protect Intellectual Property Rights in the Invention.
2.7 Licensee shall promptly inform University upon becoming aware of any illegal or unauthorised use of the Invention or any infringement of the Prospective Patent or Proprietary IPR and Intellectual Property Rights therein.
2.8 Licensee shall comply with all laws, regulations and governmental obligations that may from time to time be applicable to the making, use or sale of the Licensed Product in each part of the Territory.
2.9 As between Licensee and University and without limiting any responsibility of an Affiliate or Sub-LicenseeSubLicensee, Licensee shall be solely responsible for any claims arising or alleged to arise from loss or injury to persons or property caused or suffered in the course of or as a consequence of the use of the Invention by Licensee, Affiliates and Sub-Licensees or the supply and sale of the Licensed Product by Licensee, Affiliates and Sub-Licensees except where such loss or injury are caused by the gross negligence or wilful misconduct of University.
2.10 Except as expressly set forth under this Agreement, Licensee shall use its best endeavours to keep the Invention confidential and not to reveal to any third party any confidential information of University regarding the Invention until after a non-disclosure agreement has been signed, provided that no such obligation shall apply to any information that has been publicly disclosed through no breach of this Agreement by Licensee, including by publication of the Inventions by the applicable governmental agency, was in the possession of Licensee prior to disclosure by University, is obtained by Licensee from a third party, or is independently developed by Licensee. For clarity, Licensee’s obligations to keep the Invention confidential do not apply to the extent Licensee, its Affiliate or Sub-Licensee discloses the Invention or any portion of the Invention for purposes of obtaining regulatory approval for the Licensed Products, securing intellectual property on the Licensed Products or commercializing the Licensed Products.
2.11 To the extent prohibited by applicable law, Licensee shall not carry out any illegal, deceptive, or unethical practices, whether or not they are to the disparagement of the Invention, Licensed Product or University, or, subject to the foregoing in this Section 2.11, any other practices which may be detrimental to the Invention, Licensed Product, University or to the public interest.
Appears in 1 contract
Samples: Licensing Agreement (Grail, LLC)
