Overlapping Rights Sample Clauses

Overlapping Rights. It is understood that MAXYGEN is in the ------------------ business of Shuffling DNA on behalf of third parties, and that MAXYGEN will grant such third parties rights after the Effective Date to acquire licenses for genes derived from Shuffling that are similar to PIONEER's rights under this Section 3. Notwithstanding the licenses granted PIONEER above, it is possible that a third party may acquire rights from MAXYGEN with respect to one or more genes of which MAXYGEN is a sole or joint owner; accordingly, MAXYGEN's grant of rights in this Section 3 is limited to the extent that (i) a third party (either alone or jointly with MAXYGEN) has filed a patent application with respect to such gene prior to the filing by PIONEER (either alone or jointly with MAXYGEN) of a patent application with respect to such a gene or (ii) MAXYGEN has, prior to identification of the nucleotide sequence of a gene in the R&D Program granted a third party a license or other rights with respect to such a gene, and subject to any such grant of rights to a third party.
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Overlapping Rights. It is understood that Pharmacopeia is in the ------------------- business of providing combinatorial libraries to third parties, and that Pharmacopeia may grant third parties rights to compounds in and derived from such libraries comparable to those rights granted to BMS herein. Notwithstanding the licenses granted BMS above, it is possible that a third party may acquire rights from Pharmacopeia with respect to one or more compounds of which Pharmacopeia is a sole or joint owner; accordingly, Pharmacopeia's grant of rights in this Article 6 is limited to the extent that (i) a third party (either alone or jointly with Pharmacopeia) has filed a patent application with respect to such a compound prior to the filing by BMS (either alone or jointly with Pharmacopeia) of a patent application with respect to such a compound, or
Overlapping Rights. It is understood that Maxygen is in ------------------ the business of Shuffling genes on behalf of Third Parties, and that Maxygen may grant such Third Parties rights after the Effective Date to acquire licenses for genes derived from Shuffling in those fields which are not otherwise constrained by Zeneca's prevailing rights with respect to this Agreement, and the formally recorded agreements of the Research Committee. Notwithstanding the licenses granted Zeneca above, it is possible that a Third Party may acquire rights from Maxygen with respect to one or more genes of which Maxygen is a sole or joint owner; accordingly, Maxygen's grant of rights in this Article 3 is limited to the extent that (i) a Third Party (either alone or jointly with Maxygen) has filed a patent application with respect to such gene prior to the filing by Zeneca (either alone or jointly with Maxygen) of a patent application with respect to such a gene or (ii) Maxygen has, prior to identification of the nucleotide sequence of a Gene Variant in the Research Program granted a Third Party a license or other rights with respect to such a Gene Variant.
Overlapping Rights. It is understood that Tularik is in the business of providing screening services to Third Parties, and that Tularik will grant such Third Parties rights after the Effective Date to acquire licenses for Compounds similar to JT's rights under this Agreement. Notwithstanding the licenses granted to JT above, it is possible that a Third Party may acquire rights from Tularik with respect to one or more Compounds of which Tularik is a sole or joint owner; accordingly, Tularik's grant of rights in this Article 3 is limited to the extent that a Third Party (either alone or jointly with Tularik) has filed a patent application with respect to such a Compound prior to the filing by JT (either alone or jointly with Tularik) of a patent application with respect to such a Compound. It is further understood that Compounds provided to Third Parties in the course of Tularik's other business activities may result in Third Party patent applications and patents that could affect the rights granted to JT under this Article 3. Notwithstanding the foregoing, JT shall have the right: [ * ]. In any event, Tularik shall immediately advise JT of any Highly Active Compounds of which Tularik is aware at any time during the License Term as being the subject of any patent or patent application of any such Third Party. Anything in this Section 3.5.1 to the contrary notwithstanding, Tularik covenants and agrees that it shall not, following the License Commencement Date, [ * ].
Overlapping Rights. It is understood that Pharmacopeia is in the business of discovering pharmaceutically active compounds for Third Parties, and that Pharmacopeia may grant Third Parties rights to such compounds comparable to those rights granted to BMS herein. Notwithstanding the assignments in favor of, and licenses granted to, BMS pursuant to Sections 2.1 through 2.3 above, it is possible that a Third Party may acquire rights from Pharmacopeia with respect to one or more compounds of which Pharmacopeia is a sole or joint owner, which compounds were identified independently of Pharmacopeia’s activities and knowledge gained under the Discovery Collaboration. Accordingly, Pharmacopeia’s grant of rights under Sections 2.1 through 2.3 shall be limited, and shall be subject to any grant of rights to a Third Party, to the extent that (i) such Third Party (either alone or jointly with Pharmacopeia) has filed a patent application with respect to such a compound prior to the filing by BMS (either alone or jointly with Pharmacopeia) of a patent application with respect to such a compound, or (ii) Pharmacopeia has previously granted such Third Party a license or other rights with respect to such a compound.
Overlapping Rights. It is understood that Pharmacopeia is in the business of providing combinatorial libraries to third parties, and that Pharmacopeia will grant such third parties rights after the Effective Date to acquire licenses for compounds derived from such libraries similar to Organon's rights under this Article 6. Notwithstanding the licenses granted to Organon above, it is possible that a third party may acquire rights from Pharmacopeia with respect to one or more compounds of which Pharmacopeia is a sole or joint owner. Accordingly, Pharmacopeia's grant of rights in this Article 6 is limited to the extent that (i) a third party (either alone or jointly with Pharmacopeia) has filed a patent application with respect to such a compound prior to the filing by Organon (either alone or jointly with Pharmacopeia) of a patent application with respect to such a compound, or (ii) subject to reasonable verification by a neutral third party acceptable to Pharmacopeia and Organon, Pharmacopeia has previously granted a third party a license or other rights with respect to such a compound, and subject to any such grant of rights to a third party.
Overlapping Rights. Sanofi acknowledges that DiCE is in the business of preparing and screening diverse chemical libraries to Third Parties in the pharmaceutical, agriculture and other industries, and that DiCE may grant such Third Parties rights after the Effective Date to acquire licenses for compounds derived from such libraries similar to Sanofi’s rights under this Article 4. Notwithstanding the licenses granted Sanofi above, it is possible that a Third Party may acquire rights from DiCE with respect to one or more compounds within the scope of a patent of which DiCE is a sole or joint owner; accordingly, DiCE’s grant of rights to Sanofi in this Article 4 is limited to the extent that (i) a Third Party (either alone or jointly with DiCE) has filed a patent application with respect to such a compound prior to the filing by Sanofi (either alone or jointly with DiCE) of a patent application with respect to such a compound, or (ii) DiCE has previously granted a Third Party a license or other rights with respect to such a compound, and subject to any such grant of rights to a Third Party. Notwithstanding the foregoing, during the Agreement Term as long as the applicable Sanofi Target remains a Sanofi Target and Sanofi’s rights thereto under this Agreement have not terminated, DiCE shall not grant to any Third Party any rights to Develop, Manufacture and/or Exploit Collaboration Compounds or Collaboration Products with regard to the applicable Sanofi Target in the Field in the Territory.
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Related to Overlapping Rights

  • Continuing Rights The Parties agree that, in the event of a Licensor Bankruptcy Event, Company shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Licensor Technology and all embodiments thereof, which, if not already in Company’s possession, shall be promptly delivered to it (a) following any such commencement of a bankruptcy proceeding upon Company’s written request therefor, unless Licensor elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by Licensor upon written request therefor by Company.

  • Marketing Rights Neither the Company nor any of its Subsidiaries have granted rights to license, market, or sell its products or services to any other Person and is not bound by any agreement that affects the Company’s (or any Subsidiary’s) exclusive right to develop, distribute, market or sell its products or services.

  • Bring-Along Rights (a) Except pursuant to, or following the consummation of, an IPO, if any shareholder or group of shareholders of the Company holding more than the Designated Percentage of the issued and outstanding Shares of the Company (the “Selling Shareholders”) intend to effect a Transfer of all of such Selling Shareholders’ Shares to any Person (a “Bring-Along Buyer”), the Selling Shareholders shall have the right (the “Bring-Along Right”) to require the Participant (in such capacity, the “Bring-Along Shareholder”) to Transfer all of the Shares owned by the Participant to the Bring-Along Buyer (a “Bring-Along Disposition Transaction”). If the Selling Shareholders elect to exercise their Bring-Along Right, the Selling Shareholders shall deliver written notice (a “Bring-Along Notice”) to the Participant, which notice shall state (i) that the Selling Shareholders wish to exercise their Bring-Along Right with respect to such Transfer, (ii) the name and address of the Bring-Along Buyer, (iii) the amount and form of consideration the Selling Shareholders propose to receive for their Shares (and if such consideration consists in part or in whole of property other than cash, the Selling Shareholders will provide such information, to the extent reasonably available to such Selling Shareholders, relating to such non-cash consideration as each Bring-Along Shareholder may reasonably request in order to evaluate such non-cash consideration), (iv) the terms and conditions of payment of such consideration and all other material terms and conditions of such Transfer and (v) the anticipated time and place of the closing of such Transfer (a “Bring-Along Transaction Closing”). If such Bring-Along Transaction Closing does not occur prior to the expiration of the later of (x) 75 days following the delivery of such Bring-Along Notice, which 75 day period shall be extended until all necessary consents from applicable Governmental Authorities to the proposed sale have been received (but in no event more than 90 days after the expiration of such 75 day period) and (y) the date which is 15 days following the final determination of the Bring-Along Contingent Acquisition Price Adjustment pursuant to Section 2.4(f) of the Primary Shareholders Agreement, the Participant shall be released from its obligations under this Section 2.3 with respect to such Bring-Along Notice. The Selling Shareholders shall also furnish to the Participant copies of all transaction documents relating to the Bring-Along Disposition promptly as the same become available and such additional information in the Selling Shareholders’ possession relating to the Bring-Along Disposition Transaction as the Participant may reasonably request.

  • Mining Rights The White Mesa Mill, Xxxxx Mountains Complex, Roca Honda Project, Canyon Mine Project, Daneros Mine, Sheep Mountain Project, La Xxx Project, Xxxxxxx Ranch Project and Xxxx Xxxx ISR Project, as described in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses (collectively, the “Material Properties”) are the only resource properties currently material to the Company in which the Company or the Material Subsidiaries have an interest; the Company or through the Material Subsidiaries, hold either freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits or participant interests or other conventional property or proprietary interests or rights, recognized in the jurisdiction in which the Material Properties are located, in respect of the ore bodies and minerals located on the Material Properties in which the Company (through the applicable Material Subsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable Material Subsidiary) to explore for and exploit the minerals relating thereto; all leases or claims and permits relating to the Material Properties in which the Company (through the applicable Material Subsidiary) has an interest or right have been validly located and recorded in accordance with all Applicable Laws and are valid and subsisting; except as disclosed in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses, the Company (through the applicable Material Subsidiary) has all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable Material Subsidiary) has an interest granting the Company (through the applicable Material Subsidiary) the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Material Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Material Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the agreements, contracts, arrangements or understandings and obligations relating thereto referred to above is currently in good standing in all respects in the name of the Company or the applicable Material Subsidiary; except as disclosed in the Prospectuses, the Company and the Material Subsidiaries do not have any responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the property rights thereof, except where such fee or payment would not have a Material Adverse Effect, either individually or in the aggregate;

  • Non-Transferability Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

  • Non-Transferability of the Option The Option may be exercised during the lifetime of the Optionee only by the Optionee and may not be assigned or transferred in any manner except by will or by the laws of descent and distribution.

  • Manufacturing Rights Manufacturing Rights will be governed by Attachment 6.

  • Sublicensing Rights Novartis and its Affiliates may grant sublicenses of the license granted in Section 5.3.1(a), Section 5.3.2, and Section 5.3.3, and Intellia and its Affiliates may grant sublicenses of the license granted in Section 5.3.1(b), provided that (a) such sublicense (i) is in writing, (ii) is subject and subordinate to, and consistent with, the terms and conditions of this Agreement, and (iii) requires the applicable sublicensee to comply with all applicable terms of this Agreement [***]; (b) with respect to Novartis or any of its Affiliates as the sublicensing Party to the extent required by the Key License Agreements as in effect on the Effective Date or the agreements for any Included Intellia New In-Licensed Intellectual Property, Novartis promptly notifies Intellia of the grant of each sublicense and provides Intellia a copy of the final executed sublicense agreement, redacted for information not pertinent to this Agreement to the extent that such redactions do not reasonably impair Intellia’s ability to ensure compliance with this Agreement, the Key License Agreements or agreements for any Included Intellia New In-Licensed Intellectual Property, as applicable, (c) Novartis or Intellia, as applicable, shall be responsible for the failure by its sublicensees to comply with, and Novartis or Intellia, as applicable, guarantees the compliance by each of its sublicensees with, all relevant restrictions, limitations and obligations in this Agreement, and [***]. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

  • Non-Transferability of Option This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

  • Non-transferability of Interest None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement shall be assignable or transferable except through a testamentary disposition or by the laws of descent and distribution upon the death of Executive. Any attempted assignment, transfer, conveyance, or other disposition (other than as aforesaid) of any interest in the rights of Executive to receive any form of compensation to be made by the Company pursuant to this Agreement shall be void.

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