PRODUCTION & MARKETING. 12.1 The Company will not use any UBC trade-mark or any other service mark, logo, insignia, seal, design, symbol or device used by UBC without the prior written consent of UBC. Notwithstanding Article 11, the Company and UBC may each: (a) issue a press release or otherwise publicize the fact that the Company has entered into this Agreement with UBC; (b) publicly display a sample and/or images of the Company’s Product. 12.2 The Company represents and warrants to UBC that it has the infrastructure, expertise and resources to: (a) develop and commercialize the Patents and any Improvements; (b) track and monitor on an ongoing basis performance under the terms of each sublicense entered into by the Company; (c) monitor patent infringement regarding any Patent licensed under this Agreement; and (d) handle the Patents and any Improvements with care and without danger to the Company, its employees, agents, or the public. 12.3 The Company represents and warrants to UBC that it will, throughout the Term: (a) allocate to the development and commercialization of the Patents and any Improvements at least the same degree of diligence, expertise, infrastructure, and resources as the Company is allocating to the most favoured product developed and marketed by the Company, and (b) use its best efforts to promote, market and sell the Products and exploit the Patents and any Improvements and to meet or cause to be met the market demand for the Products and the potential use of the Patents and any Improvements. 12.4 The Company will: (a) use commercially reasonable efforts to complete the Initial Financing within 24 months of executing this Agreement and shall notify UBC in writing, within five days of completion of Initial Financing; (b) complete a business plan within 18 months of executing this Agreement. The business and marketing plan will be prepared in accordance with generally accepted business practices and will be updated from time to time, but in no event less than once every calendar year. Copies of all updates of these plans will be provided to UBC in a timely manner; (c) establish and maintain a bona fide Board of Directors with a majority of directors who are not employees or officers of the Company within 18 months of executing this Agreement; (d) have an approved Product on the market within 5 years of the Start Date; (e) until such time that the Company becomes Publicly Listed, upon written request by UBC: (i) deliver to UBC the annual budget of the Company, within 90 days after the end of each fiscal year of the Company; (ii) deliver to UBC unaudited financial statements, including a balance sheet and a statement of income as of the last date of each quarterly fiscal period of the Company (a “Fiscal Period”), a cumulative statement of income from the first day of the current year to the last day of the Fiscal Period, and a cumulative cash flow analysis from the first day of the current year to the last day of the current year within 30 days after the last day of each Fiscal Period; and (iii) deliver to UBC financial statements including a balance sheet and a statement of income prepared by a reputable accounting firm within 90 days after the end of each fiscal year of the Company. If these requirements are not met, UBC and Company will discuss Companies progress and can extend these based on mutual agreement.
Appears in 2 contracts
Samples: Start Up License Agreement (Asep Medical Holdings Inc.), Start Up License Agreement (Asep Medical Holdings Inc.)
PRODUCTION & MARKETING. 12.1 11.1 The Company Licensee will not use any UBC USC trade-mark or any other service mark, logo, insignia, seal, design, symbol or device used by UBC USC without the prior written consent of UBCUSC. Notwithstanding Subject to complying with Article 1110, the Company Licensee and UBC USC may each:
(a) issue a press release or otherwise publicize the fact that the Company Licensee has entered into this Agreement with UBCUSC;
(b) publicly display a sample and/or images of the CompanyLicensee’s Product.
12.2 11.2 The Company Licensee represents and warrants to UBC USC that it has the infrastructure, expertise and resources to:
(a) develop and commercialize the Patents Technology and any Improvements;
(b) track and monitor on an ongoing basis performance under the terms of each sublicense entered into by the CompanyLicensee;
(c) monitor patent infringement regarding any Patent licensed under this Agreement; and
(d) handle the Patents Technology and any Improvements with care and without danger to the CompanyLicensee, its employees, agents, or the public.
12.3 11.3 The Company Licensee represents and warrants to UBC USC that it will, throughout the Term:
(a) allocate to the development and commercialization of the Patents Technology and any Improvements at least the same degree of diligence, expertise, infrastructure, and resources as the Company Licensee is allocating to the most favoured product developed and marketed by the CompanyLicensee, and
(b) use its best efforts to promote, market and sell the Products and exploit the Patents Technology and any Improvements and to meet or cause to be met the market demand for the Products and the potential use of the Patents Technology and any Improvements.
12.4 11.4 The Company Licensee will:
(a) use commercially reasonable efforts to complete the Initial Financing within 24 12 months of executing this Agreement the Start Date complete, and shall notify UBC in writing, within five days of completion of Initial Financing;
(b) complete provide to USC a business plan within 18 months of executing this Agreementplan. The business and marketing plan will be prepared in accordance with generally accepted business practices and will be updated from time to time, but in no event less than once every calendar year. Copies of all updates of these plans the business plan will be provided to UBC USC in a timely manner;
(cb) within 18 months of the Start Date establish and maintain a bona fide Board of Directors with a majority of directors who are not employees or officers of the Company within 18 months of executing this Agreement;Licensee;and
(dc) have an approved Product on the market within 5 years 24 months of the Start Date;
(e) until such time Date raise not less than $500,000 in funding to allow the Licensee to develop and market the Technology, Improvements and Products. This funding can be a combination of seed capital financing, the receipt of revenue from the Licensee’s operations, or from research contracts or grants that support the Company becomes Publicly Listed, upon written request by UBC:
(i) deliver to UBC the annual budget development and marketing of the CompanyTechnology, within 90 days after Improvements and Products, provided that not less than $250,000 of such funding must come from sources other than the end of each fiscal year of the Companyresearch contracts or grants. The Licensee will notify USC in writing on raising such $500,000 in funding;
(ii) deliver to UBC unaudited financial statements, including a balance sheet and a statement of income as of the last date of each quarterly fiscal period of the Company (a “Fiscal Period”), a cumulative statement of income from the first day of the current year to the last day of the Fiscal Period, and a cumulative cash flow analysis from the first day of the current year to the last day of the current year within 30 days after the last day of each Fiscal Period; and
(iii) deliver to UBC financial statements including a balance sheet and a statement of income prepared by a reputable accounting firm within 90 days after the end of each fiscal year of the Company. If these requirements are not met, UBC and Company will discuss Companies progress and can extend these based on mutual agreement.
Appears in 2 contracts
Samples: License Agreement (Asep Medical Holdings Inc.), License Agreement (Asep Medical Holdings Inc.)
PRODUCTION & MARKETING. 12.1 13.1 The Company Licensee will not use any the UBC tradeTrade-mark or any other service mark, logo, insignia, seal, design, symbol or device used by UBC marks without the prior written consent of UBC. Notwithstanding Subject to complying with Article 1112, the Company and UBC Licensee may each:
(a) issue a press release or otherwise publicize the fact disclosing that the Company Licensee has entered into this Agreement with UBC;
(b) publicly display a sample and/or images of the Company’s Product.
12.2 13.2 The Company Licensee represents and warrants to UBC that it has the infrastructure, expertise and resources to:
(a) develop and commercialize the Patents Technology and any Improvements;
(b) track and monitor on an ongoing basis performance under the terms of each sublicense entered into by the CompanyLicensee;
(c) monitor patent infringement regarding any Patent patent relating to the Technology and any Improvements licensed under this Agreement; and
(d) handle the Patents Technology and any Improvements with care and without danger to the CompanyLicensee, its employees, agents, or the public.
12.3 13.3 The Company Licensee represents and warrants to UBC that it will, throughout the Term:
(a) allocate to the development and commercialization of the Patents Technology and any Improvements at least the same degree of diligence, expertise, infrastructure, and resources as the Company Licensee is allocating to the most favoured product technology developed and marketed by the CompanyLicensee, and
(b) use its best reasonable efforts to,
(i) to develop the Products through regulatory approval; and
(ii) to promote, market and sell the Products and exploit the Patents Technology and any Improvements and to meet or cause to be met the market demand for the Products and the potential use of the Patents Technology and any Improvements.
12.4 13.4 The Company Licensee will:
(a) use commercially reasonable efforts to complete the Initial Financing within 24 months of executing this Agreement and shall notify UBC in writing, within five days of completion of Initial Financing;
(b) complete a business plan within 18 6 months of executing this Agreementthe Start Date. The business and marketing plan will be prepared in accordance with generally accepted business practices and will be updated from time to time, but in no event less than once every calendar year. Copies of all updates of these plans the business plan will be provided to UBC in a timely manner;
(cb) establish and maintain at all times a bona fide Board of Directors with a majority of directors who are not employees or officers of the Company within 18 months of executing this AgreementDirectors;
(dc) have an approved use reasonable efforts to commence a Phase I Clinical Trial of a Immunomodulatory Therapy Product on the market in any indication within 5 ‘8 years of the Start Date;Date Reasonable efforts under this Article 13.4(c) shall include spending a minimum of $300,0000 USD each year, starting in year 6, that is specific to the development of an Immunomodulatory Therapy Product. This performance requirement will be deemed to have been met if achieved by the Licensee or any sublicensee.
(e) until such time 13.5 If UBC reasonably believes that the Company becomes Publicly Listed, upon written request by UBC:
(i) deliver to UBC the annual budget Licensee is in breach of the Company, within 90 days after the end of each fiscal year of the Company;
(ii) deliver to UBC unaudited financial statements, including a balance sheet and a statement of income as of the last date of each quarterly fiscal period of the Company (a “Fiscal Period”Article 3.5(b), a cumulative statement of income from the first day of the current year 13.1, 13.3, 13.4, 14, 15.1 or 15.4 UBC may give notice to the last day of the Fiscal Period, and a cumulative cash flow analysis from the first day of the current year to the last day of the current year within 30 days after the last day of each Fiscal Period; and
(iii) deliver to UBC financial statements including a balance sheet and a statement of income prepared by a reputable accounting firm within 90 days after the end of each fiscal year of the Company. If these requirements are not met, UBC and Company will discuss Companies progress and can extend these based on mutual agreementLicensee under Article 20.
Appears in 1 contract
Samples: License Agreement (BirchBioMed Inc.)
PRODUCTION & MARKETING. 12.1 11.1 The Company Licensee will not use any UBC trade-mark or any other service mark, logo, insignia, seal, design, symbol or device used by UBC without the prior written consent of UBC. Notwithstanding Subject to complying with Article 1110, the Company Licensee and UBC may each:
(a) issue a press release or otherwise publicize the fact that the Company Licensee has entered into this Agreement with UBC;
(b) publicly display a sample and/or images of the Company’s Licensee's Product.
12.2 11.2 The Company Licensee represents and warrants to UBC that it has the infrastructure, expertise and resources to:
(a) develop and commercialize the Patents Technology and any Improvements;
(b) track and monitor on an ongoing basis performance under the terms of each sublicense entered into by the CompanyLicensee;
(c) monitor patent infringement regarding any Patent licensed under this Agreement; and
(d) handle the Patents Technology and any Improvements with care and without danger to the CompanyLicensee, its employees, agents, or the public.
12.3 11.3 The Company Licensee represents and warrants to UBC that it will, throughout the Term:
(a) allocate to the development and commercialization of the Patents Technology and any Improvements at least the same degree of diligence, expertise, infrastructure, and resources as the Company Licensee is allocating to the most favoured product developed and marketed by the CompanyLicensee, and
(b) use its best efforts to promote, market and sell the Products and exploit the Patents Technology and any Improvements and to meet or cause to be met the market demand for the Products and the potential use of the Patents Technology and any Improvements.
12.4 11.4 The Company Licensee will:
(a) use commercially reasonable efforts to complete the Initial Financing within 24 12 months of executing this Agreement the Start Date complete, and shall notify provide to UBC in writing, within five days of completion of Initial Financing;
(b) complete a business plan within 18 months of executing this Agreementplan. The business and marketing plan will be prepared in accordance with generally accepted business practices and will be updated from time to time, but in no event less than once every calendar year. Copies of all updates of these plans the business plan will be provided to UBC in a timely manner;
(cb) within 18 months of the Start Date establish and maintain a bona fide Board of Directors with a majority of directors who are not employees or officers of the Company within 18 months of executing this Agreement;
(d) have an approved Product on the market within 5 years of the Start Date;
(e) until such time that the Company becomes Publicly Listed, upon written request by UBC:
(i) deliver to UBC the annual budget of the Company, within 90 days after the end of each fiscal year of the Company;
(ii) deliver to UBC unaudited financial statements, including a balance sheet and a statement of income as of the last date of each quarterly fiscal period of the Company (a “Fiscal Period”), a cumulative statement of income from the first day of the current year to the last day of the Fiscal Period, and a cumulative cash flow analysis from the first day of the current year to the last day of the current year within 30 days after the last day of each Fiscal PeriodLicensee; and
(iiic) deliver to UBC financial statements including a balance sheet and a statement of income prepared by a reputable accounting firm within 90 days after the end of each fiscal year 24 months of the CompanyStart Date raise not less than in funding to allow the Licensee to develop and market the Technology, Improvements and Products. If these requirements are This funding can be a combination of seed capital financing, the receipt of revenue from the Licensee's operations, or from research contracts or grants that support the development and marketing of the Technology, Improvements and Products, provided that not met, less than of such funding must come from sources other than the research contracts or grants. The Licensee will notify UBC and Company will discuss Companies progress and can extend these based in writing on mutual agreementraising such in funding;.
Appears in 1 contract
Samples: License Agreement