Remaining API Sample Clauses
The "Remaining API" clause defines the rights and limitations regarding any application programming interfaces (APIs) that are not explicitly covered elsewhere in the agreement. Typically, this clause clarifies whether the use, access, or modification of APIs not specifically mentioned is permitted or restricted. For example, it may state that all APIs not listed as licensed remain the exclusive property of the provider and are not available for use by the licensee. The core function of this clause is to prevent ambiguity about the status of unlisted APIs, ensuring that only those APIs expressly granted are accessible, thereby protecting the provider’s intellectual property and reducing the risk of unauthorized use.
Remaining API. AstraZeneca hereby agrees, and shall cause its respective Affiliates, to grant, sell, transfer, convey, assign and deliver to Mereo, and Mereo shall accept from AstraZeneca or any of its respective Affiliates the Remaining API. AstraZeneca shall deliver all quantities of the Remaining API to its or its nominated designee’s facility [***] within [***]. The Parties agree that: (i) such Remaining API shall be used solely for the Development of the Compounds or Products pursuant to this Agreement; and (ii) such Remaining API shall not be made available by Mereo to any Third Party except as expressly consented to in writing by AstraZeneca, provided that Mereo may make such Remaining API available to a subcontractor or Sublicensee of Mereo. WITHOUT PREJUDICE TO SECTION 11.2, MEREO AGREES THAT ALL SUCH REMAINING API IS PROVIDED “AS IS” AND WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED.