Retained Rights; Requirements. Any and all licenses granted hereunder are subject to:
(a) the right of Hospital and Hospital’s Affiliates and academic, government and not-for-profit institutions to make and to use the subject matter described and/or claimed in the Patent Rights; and
(b) for Patent Rights supported by federal funding, the rights, conditions and limitations imposed by U.S. law (see 35 U.S.C. § 202 et seq. and regulations pertaining thereto), including without limitation:
(i) the royalty-free non-exclusive license granted to the U.S. government; and
(ii) the requirement that any Products used or sold in the United States shall be manufactured substantially in the United States.
Retained Rights; Requirements. Any and all licenses granted hereunder are subject to:
(a) HOSPITAL’s and HOSPITAL’s AFFILIATES’ right to make and to use the subject matter described and/or claimed in the PATENT RIGHTS and to permit others at academic, government and not-for-profit institutions to make and use the subject matter described and/or claimed in PATENT RIGHTS for research and educational purposes; and
(b) for PATENT RIGHTS supported by federal funding, the rights, conditions and limitations imposed by U.S. law (see 35 U.S.C. § 202 et seq. and regulations pertaining thereto), including without limitation:
(i) the royalty-free non-exclusive license granted to the U.S. government; and
(ii) the requirement that any PRODUCTS used or sold in the United States shall be manufactured substantially in the United States.
Retained Rights; Requirements. Any and all licenses granted hereunder are subject to:
(a) the right of Hospital and Hospital’s Affiliates, and academic, government and not-for-profit institutions to make and to use the subject matter described and/or claimed in the Patent Rights for research and educational purposes, provided that such research and educational purposes shall not include the production or manufacture of Products for sale; and
(b) for Patent Rights supported by federal funding, the rights, conditions and limitations imposed by U.S. law (see 35 U.S.C. § 202 et seq. and regulations pertaining thereto), including without limitation:
(i) the royalty-free non-exclusive license granted to the U.S. government; and
(ii) the requirement that any Products used or sold in the United States shall be manufactured substantially in the United States.
Retained Rights; Requirements. Any and all licenses granted hereunder are subject to:
(a) the right of Hospital and Hospital’s Affiliates as listed in Appendix F to make and to use the subject matter described and/or claimed in the Patent Rights for research and educational purposes; and
(b) The right of Hospital and Hospital’s Affiliates as listed in Appendix F to purchase Products and Processes from Company or any of its Affiliates or Sublicensees for use by Hospital and such listed Affiliates as Clinical End Users at a cost reasonably similar to other Clinical End Users in the Northeast region, subject to supply terms and conditions to be reasonably negotiated upon Hospital’s request; and
(c) for Patent Rights supported by federal funding, the rights, conditions and limitations imposed by U.S. law (see 35 U.S.C. § 202 et seq. and regulations pertaining thereto), including without limitation:
(i) the royalty-free non-exclusive license granted to the U.S. government; and
(ii) the requirement that any Products used or sold in the United States shall be manufactured substantially in the United States.
Retained Rights; Requirements. Any and all licenses granted hereunder are subject to:
(a) the royalty-free right of BIDMC and BIDMC’s Affiliates and of academic, government and not-for-profit institutions to make, use and/or practice the technology or method described and/or claimed in the Patent Rights for non-commercial, research purposes only; and
(b) for Patent Rights supported by federal funding, the rights, conditions and limitations imposed by U.S. law (see 35 U.S.C. § 202 et seq. and regulations pertaining thereto), including without limitation:
(i) the royalty-free non-exclusive license granted to the U.S. government; and
(ii) the requirement that any Patented Products used or sold in the United States shall be manufactured substantially in the United States to the extent required by law, provided that, at Licensee’s written request and at Licensee’s expense, BIDMC will promptly seek a waiver from the U.S. government with respect to the requirements addressed in this Section 2.3(b)(ii).
Retained Rights; Requirements. Any and all licenses granted hereunder are subject to:
(a) the right of Hospital and Hospital’s Affiliates academic, government and not-for-profit institutions, to make and to use Patent Rights solely for their own internal academic and educational research purposes and not for any use with or for the benefit of any for-profit or commercial third party or for any use in the context of any commercially-sponsored research. Any compounds claimed in Patent Rights provided by Hospital to third parties shall be subject to a Materials Transfer Agreement with terms including, but not limited to the following and that will require that the material: (a) shall not be used in humans, (b) shall be subject to an agreed statement of work, (c) be used only for non-commercial purposes, (c), shall be subject to invention reporting requirements, and (d) have a defined term.
(b) 2.3(b) for Patent Rights co-owned or funded by the federal governmentsupported by federal funding, the rights, conditions and limitations imposed by U.S. law (see 35 U.S.C. § 202 et seq. and regulations pertaining thereto) and by the Hospital-NIH IIA, as applicable, including without limitation:
(i) the NIH’s right to receive Company’s confidential information to ensure compliance with the teens of the Hospital-NIH IIA Agreement;
(ii) the royalty-free nonexclusive license rights as required to be retained by granted to the U.S. government; and;
(i) the requirement that any Products (in final, finished form) used or sold in the United States shall be manufactured substantially in the United States.
Retained Rights; Requirements. Any and all licenses granted hereunder are subject to:
(a) the right of Hospital and Hospital’s Affiliates and academic, government and not-for-profit institutions to make and to use the subject matter contained in the Intellectual Property Rights, including, but not limited to those described and/or claimed in the Patent Rights; and
(b) for Patent Rights supported by federal funding, the rights, conditions and limitations imposed by U.S. law (see 35 U.S.C. § 202 et seq. and regulations pertaining thereto), including without limitation:
(i) the royalty-free non-exclusive license granted to the U.S. government; and
(ii) the requirement that any Products used or sold in the United States shall be manufactured substantially in the United States.
(c) any, and all, rights which the U.S. government may have in any Intellectual Property Rights supported by federal funding.
Retained Rights; Requirements. Any and all licenses granted hereunder are subject to:
(a) the royalty-free right of BIDMC and BIDMC’s Affiliates and of academic, government and not-for-profit institutions to make, use and/or practice the technology or method described and/or claimed in the Patent Rights solely for non-commercial research purposes; and
(b) for Patent Rights supported by federal funding, the rights, conditions and limitations imposed by U.S. law (see 35 U.S.C. § 202 et seq. and regulations pertaining thereto), including without limitation:
(i) the royalty-free non-exclusive license granted to the U.S. government; and
(ii) to the extent required by the National Institutes of Health (as the federal funding agency), the requirement that any Products (if they qualify as “subject inventions” under 35 U.S.C. § 204) used or sold in the United States shall be manufactured substantially in the United States. If Licensee or any of its Affiliates or Sublicensees wishes to obtain a waiver of the requirement under Section 2.3(b)(ii), BIDMC agrees to reasonably cooperate with Licensee or such Affiliates or Sublicensees in obtaining such waiver, including by directly filing for such waiver if required by applicable law and regulations.
Retained Rights; Requirements. Any and all licenses granted hereunder are subject to the retained rights and requirements specified in Section 2.3 of the Underlying Agreement.
Retained Rights; Requirements. The University and JSR retain the right to practice under the Patent Rights in the License Field in the License Territory solely for educational and non-commercial research purposes; provided that the University and JSR shall be prohibited from transferring any materials that are Covered by the Patent Rights to any third party, unless (a) as a condition to such transfer, such third party undertakes not to use such materials and not to allow others to use such materials in the License Field in the License Territory, without the Company’s prior written consent or (b) such transfer is to a not-for-profit research institute and such research institute undertakes to use such materials solely for non-commercial, academic research purposes. Furthermore, this Agreement shall not be construed to grant any license or sublicense to the Company outside the License Field with respect to the Patent Rights. The University and JSR retain the full right under the Patent Rights outside the License Field or outside the License Territory. For the avoidance of doubt, any researcher of University and the same researcher who will move to non-commercial organization (i.e. another university or non-commercial research organization) and collaborators of his or her laboratory in the future may use Patent Rights and/or Joint Patent Rights only for educational and non-commercial research purposes.
