OncoMed Platform Technology Back-up License Sample Clauses

OncoMed Platform Technology Back-up License. On a Program-by-Program basis, commencing upon the Effective Date and until expiration and termination of the Option Term and the Pathway Designation Term, as applicable, OncoMed hereby grants, and shall cause its Affiliates to grant, to Celgene a non-exclusive, worldwide, royalty-free and fully paid-up right and license, with the right to grant and authorize sublicenses (subject to Section 7.1.2), under the OncoMed Platform Technology solely to the extent necessary (if at all) to permit Celgene to conduct its activities with respect to each Program, as contemplated under the applicable IDP or Research Plan as part of the Collaboration and otherwise in accordance with the terms of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Sample 1
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OncoMed Platform Technology Back-up License. With respect to the Licensed Program, OncoMed hereby grants, and shall cause its Affiliates to grant, to Celgene a non-exclusive, worldwide, royalty-free and fully paid-up right and license, with the right to grant and authorize sublicenses (subject to Section 7.1.3), under the OncoMed Platform Technology solely to the extent necessary (if at all) to permit Celgene to perform its obligations and exercise its rights to clinically Develop, Manufacture and Commercialize Licensed Candidates and Licensed Products in accordance with the terms of this License Agreement. Notwithstanding the foregoing, the license granted by OncoMed to OncoMed Platform Technology under this Section 7.1.8, or to [***] for the Licensed Program (to the extent such Licensed Program was the subject of a Co-Development and Co-Commercialization Agreement previously) does not include the right for Celgene or its Affiliates to [***]. Notwithstanding anything to the contrary in this License Agreement, OncoMed Platform Technology shall not include [***]. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Sample 1
OncoMed Platform Technology Back-up License. With respect to the Co-Co Program, OncoMed hereby grants, and shall cause its Affiliates to grant, to Celgene a non-exclusive, worldwide, royalty-free and fully paid-up right and license, with the right to grant and authorize sublicenses (subject to Section 7.1.3), under the OncoMed Platform Technology solely to the extent necessary (if at all) to permit Celgene to perform its obligations and exercise its rights to clinically Develop, Manufacture and Commercialize Co-Co Candidates and Co-Co Products in accordance with the terms of this Co-Co Agreement. Notwithstanding the foregoing, the license granted by OncoMed to OncoMed Platform Technology under this Section 7.1.8, or to [***] does not include the right for Celgene or its Affiliates to [***]. Notwithstanding anything to the contrary in this Co-Co Agreement, OncoMed Platform Technology shall not include [***]. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Sample 1

Related to OncoMed Platform Technology Back-up License

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you. [ ] List here previous Inventions which you desire to have specifically excluded from the operation of this Agreement. Continue on reverse side if necessary.

  • Background IP Each Party will own all right, title and interest in its Background IP.

  • Licensed Technology The term "Licensed Technology" shall mean the ------------------- Licensed Patents, plus all improvements thereto developed by Licensor, and all related data, know-how and technology.

  • Research License Following Selection of each CGI Antigen (or exercise of a Buy-In Right for each CGI Antigen) and subject to the terms and conditions of this Agreement, ABX agrees to grant, and hereby grants, to CGI a nonexclusive sublicense under the Licensed Technology to develop, make, have made, use, import or export or otherwise transfer physical possession of (but not to sell, lease, offer to sell or lease, or otherwise transfer title to) Covered Products related to such CGI Antigen and cells that express or secrete Antibodies to such CGI Antigen, in each case solely for purposes relating to or in connection with research or development (i) of Covered Products for use in the field of Gene Therapy or (ii) involving Genetic Material when used with viral or nonviral gene transfer systems. CGI shall have the right to sublicense the rights granted under this Section 2.5 upon the approval of ABX, which approval shall not be unreasonably withheld. In the event that ABX refuses to approve such a sublicense, ABX shall, to the extent that ABX has the right to do so, grant at CGI's request a nonexclusive sublicense of such rights directly to a non-Affiliate third party designated by CGI on terms and conditions substantially identical to the applicable terms and conditions of this Agreement. The sublicense granted by ABX under this Section 2.5 with respect to a CGI Antigen (and the further sublicenses, if any, granted by CGI under this Section 2.5 with respect to such CGI Antigen) shall terminate at such time as (A) CGI sends ABX an Abandonment Notice pursuant to Section 2.4.1 above regarding such CGI Antigen or (B) CGI enters into a CGI Product Sublicense related to such CGI Antigen; provided, however, that termination of a sublicense under this Section 2.5 with respect to a CGI Antigen pursuant to (B) above shall not affect the duration or survival of a grant of similar rights or sublicense under the CGI Product Sublicense with respect to such CGI Antigen, which rights or sublicense shall terminate or expire only in accordance with the terms of such CGI Product Sublicense. In the event that ABX enters into a Product Sublicense with respect to a CGI Antigen and CGI has not within six (6) months thereafter entered into a CGI Product Sublicense with respect to such CGI Antigen, the sublicense granted under this Section 2.5 with respect to such CGI Antigen shall terminate. It is understood and agreed that (x) as to ABX-Controlled Rights, the grant of rights under this Section 2.5 shall be subject to and limited in all respects by the terms of the applicable ABX In-License(s) pursuant to which such ABX-Controlled Rights were granted to ABX and (y) the rights and sublicenses granted to CGI under this Section 2.5 or any other provision of this Agreement shall be subject in all respects to the GenPharm Cross License.

  • Third Party Technology The assignment of any applicable license agreements with respect to Third Party Technology are set forth in the General Assignment and Assumption Agreement.

  • Patent Rights The term “

  • Joint Patent Rights If not already established under the Research Collaboration Agreement, prior to either Party filing any Patent Right disclosing Joint Program Technology or Joint TAP Platform Improvements, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights. As agreed upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate any Joint Program [***] Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Treatment Requested by CytomX Therapeutics, Inc. Technology or Joint TAP Platform Improvements, the Parties shall promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and maintenance of such patents and how to pay for the filing, prosecution and maintenance of such patents. It is presumed that CytomX will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology or Joint Unconjugated Probody Platform Improvements, and that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint TAP Platform Improvements or Joint Conjugation Probody Platform Improvements. Neither Party will file any Joint Patent Right without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Party controlling filing and prosecution of any such Joint Patent Right (a) shall keep the other Party informed regarding each Patent Right, (b) shall consider in good faith any recommendations made by the other Party in regard to the filing, prosecution or maintenance of any such Patent Right and (c) shall not unreasonably refuse to incorporate any recommendations made by the other Party in regard to such filing, prosecution or maintenance.

  • Joint Technology The Parties agree that, in order to effectuate the provisions of Section 4.4.2, subject to any exclusive licenses granted hereunder, (a) the non-use provisions of this Article 9 shall not apply to each Party’s use of Joint Technology, and (b) each Party may disclose the Joint Technology to Third Parties who are under terms of confidentiality no less strict than those contained in this Agreement.

  • Licensed Patent Rights The term “Licensed Patent Rights” shall mean rights arising out of or resulting from:

  • Know-How The term “

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