Retained Rights; No Implied Licenses. All rights not specifically granted to Kinex under this Agreement are reserved and retained by Hanmi. Nothing in this Agreement shall be deemed to constitute the grant of any license or other right to Kinex, to or in respect of any product, patent, trademark, Proprietary Information, trade secret or other data or any other intellectual property of the other Party, except as set forth under this Agreement. Hanmi retains the right to manufacture Compounds or Licensed Products within the Territory for sales outside the Territory. For the avoidance of doubt, Hanmi shall not market, distribute, sell and import the Licensed Products within the Territory. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.
Retained Rights; No Implied Licenses. The exclusive license granted to Regulus by Alnylam pursuant to Section 2.2(a) of the Regulus License Agreement is subject to Alnylam’s retained right to use and exploit Alnylam’s Founding Company Know-How and Founding Company Patents solely to support its own internal Research in the Alnylam Field (each as defined in the Regulus License Agreement). The exclusive license granted to Regulus by Isis pursuant to Section 2.2(a) of the Regulus License Agreement is subject to Isis’ retained right to use and exploit Isis’ Founding Company Know-How and Founding Company Patents solely to support its own internal Research in the Isis Field (each as defined in the Regulus License Agreement). All rights in and to Regulus Patents not expressly licensed to GSK hereunder, under the Existing Collaboration or pursuant to the operation of the relevant applicable express provisions of this Agreement or the Existing Collaboration, and any other Patent Rights or Know-How of Regulus or its Founding Companies or Affiliates, are hereby retained by Regulus or such Founding Company or Affiliate. Except as expressly provided in this Agreement, no Party will be deemed by estoppel or implication to have granted the other Parties any license or other right with respect to any intellectual property of such Party.
Retained Rights; No Implied Licenses. Gen-Probe reserves and retains all rights to the Gen-Probe Patents and Gen-Probe Know-How for all uses outside the Company Field, all rights to the Stanford Patents granted under the Stanford Agreement for all uses outside the Company Field, and all rights granted under the PHRI Agreement for all uses outside Infection Control Applications. Company hereby agrees that it will not, directly or indirectly (including through any Affiliate or sublicensee), practice the Teknika Version (as defined in the Teknika Agreement), nor shall it use or practice any Gen-Probe Patents, Gen-Probe Know-How or Stanford Patents for any purpose other than as expressly permitted under the rights granted in this Section 2.1. No right or license under any Patents or Information of either party is granted or shall be granted by implication. All such rights or licenses are or shall be granted only as expressly provided in the terms of this Agreement.
Retained Rights; No Implied Licenses. Only the licenses expressly granted under this Agreement shall be of legal force and effect. No other licenses shall be created under this Agreement by implication, estoppel or otherwise. For clarity, (i) Novan retains the exclusive rights under the Novan Patents and Novan Know-How in the Territory to develop, make, have made, use, sell, offer to sell and import any and all products and services in the Novan Retained Field, and (ii) Licensee retains the exclusive rights under the Licensee New Nitric Oxide Patents and Licensee New Nitric Oxide Know-How in the Territory to develop, make, have made, use, sell, offer to sell and import any and all products and services in the Licensee Field. Novan retains the right under the Novan Patents and Novan Know-How to conduct research and development related to any of the subject matter claimed in the Novan Patents; provided that such research and development is not conducted for the purpose of commercialization of Licensed Products in the Licensee Field. Licensee retains the right under the Licensee New Nitric Oxide Patents and Licensee New Nitric Oxide Know-How to conduct research and development related to any of the subject matter claimed in the Licensee New Nitric Oxide Patents; provided that such research and development is not conducted for the purpose of commercialization of products and services in the Novan Retained Field. In addition, notwithstanding the foregoing, any and all licenses and other rights granted hereunder are limited by and subject to the rights and requirements of the United States Government which arise out of its sponsorship (if any) of the research which led to the conception or reduction to practice of the inventions covered by Novan Patents or Licensee New Nitric Oxide Patents. To the extent applicable due to any such sponsorship, the United States Government is entitled, as a right, under the provisions of 35 U.S.C. §§ 200-212 and applicable regulations of Title 37 of the Code of Federal Regulations, to a non-exclusive, nontransferable, irrevocable, paid-up license to practice or have practiced for or on the behalf of the United States Government any of the Novan Patents or Licensee New Nitric Oxide Patents throughout the world and Licensee and Novan agree to comply and require compliance therewith with respect to the licenses granted to each of them under this Agreement.
Retained Rights; No Implied Licenses. All rights not specifically granted to PharmaEssentia under this Agreement are reserved and retained by Kinex. Nothing in this Agreement shall be deemed to constitute the grant of any license or other right to either Party, to or in respect of any product, patent, trademark, Proprietary Information, trade secret or other data or any other Intellectual Property of the other Party, except as set forth under this Agreement. Kinex expressly reserves and retains the right to develop or manufacture Licensed Products within the Territory for sale outside the Territory.
Retained Rights; No Implied Licenses. CYTOVIA shall, outside the Territory, own and shall retain the ownership of the entire right, title and interest in and to the CYTOVIA Technology, Information included in or relating to the CYTOVIA Technology, Improvements thereto (including Improvements that are conceived, discovered, developed or otherwise made by or on behalf of PINT or its Affiliates or Sublicensees, whether or not patentable, subject to Section 8.1(b) hereof), and the Trademark.
Retained Rights; No Implied Licenses. Except for the licenses expressly granted to Pharming pursuant to this Agreement, Novartis grants no other rights or licenses, including any other rights or licenses under the Licensed Patents and the Licensed Know-How, or under any other Patent Rights, Know-How or other intellectual property rights of Novartis, whether by implication, estoppel or otherwise. Without limiting the generality of the foregoing, except for the tangible materials referenced on Exhibit D or as agreed in the Transition Plan or the Technology Transfer Plan, and the Manufacturing Technology, neither Novartis nor its Affiliates has any obligation to transfer any tangible materials to Pharming. Novartis, its Affiliates and its and their agents will retain the right to practice the Licensed IP (i) to perform its obligations, exercise its rights and comply with Applicable Law under this Agreement, and (ii) for its internal research purposes and subject to Novartis’ obligations under Section 10.
Retained Rights; No Implied Licenses. 6 3.3 Sublicensing........................................................ 6 3.4 Section 365(n) of the Bankruptcy Code............................... 7 4. CONSIDERATION............................................................. 7 4.1
Retained Rights; No Implied Licenses. Except for the license expressly granted to Neurocrine in Section 3.1 above, Wyeth retains all right, title and interest under the Wyeth Intellectual Property and shall have the right to practice and use the Wyeth Intellectual Property for any purpose without any obligation to Neurocrine, subject to the rights and licenses granted by Wyeth to DOV under the Compound License Agreement and by Wyeth to DOV, Neurocrine and/or Neurocrine's sublicensee under the 2002 Consent Agreement. The Parties expressly agree that, under this Agreement, Neurocrine shall have no right, title or interest, either express or implied, in or to any patent, patent application or other intellectual property right owned or controlled by Wyeth or any of Wyeth's Affiliates, except for the license rights expressly granted in Section 3.1 above.
Retained Rights; No Implied Licenses. NovaDel hereby expressly reserves the right to practice, and to grant licenses under, the NovaDel Technology for any and all purposes except as expressly set forth under Section 3.1. BioAlliance shall have no rights, express or implied, with respect to the NovaDel Technology, except as expressly set forth in Section 3.1, and BioAlliance covenants to NovaDel that none of BioAlliance, its Affiliates or Sublicensees shall use the NovaDel Technology, directly or indirectly, for any purpose other than as expressly permitted by this Agreement. Without limiting the foregoing, but subject to Section 3.6, NovaDel retains, without any duty of accounting or otherwise to BioAlliance or a Sublicensee (a) the right to enter into collaborations or other agreements with, and to grant licenses and other rights under the NovaDel Technology to Third Parties to Exploit products other than Licensed Product and to use the NovaDel Process in connection therewith, (b) the right to independently Exploit products other than Licensed Product and to use the NovaDel Process in connection therewith, (c) the irrevocable, non-exclusive, royalty-free right to use the NovaDel Technology (including the NovaDel Process) with respect to ondansetron, for its own internal, non-commercial research and development activities, (d) all rights in the NovaDel Technology for all territories other than the Territory and (e) all rights in the NovaDel Technology for any dosage of pharmaceutical composition or preparation that contains ondansetron delivered by means of the NovaDel Process for non-human uses in all territories, including the Territory. All such rights or licenses are or shall be granted only as expressly provided in the terms of this Agreement.
