Right of First Negotiation for New Compound License and Acucela Territory License Sample Clauses

Right of First Negotiation for New Compound License and Acucela Territory License. Prior to Acucela entering into negotiations to grant to a Third Party (i) rights to develop or commercialize a Collaboration Product in any country in the Acucela Territory (an “Acucela Territory License”), or (ii) rights to develop or commercialize any New Compound in the Field in the Territory (a “New Compound License”), Acucela agrees to notify Otsuka in writing, and in the case of a New Compound, to provide a summary description of the New Compound, and the relevant data available therefor, that would be the subject of such negotiations (“Initial Notice”). Upon request by Otsuka following its receipt of such Initial Notice, Acucela shall be required to negotiate in good faith with Otsuka for the terms and conditions under which Acucela would grant such rights to Otsuka. If a binding, definitive, written agreement between the Parties with respect to the rights described in the relevant Initial Notice has not been entered into by the date that is (x) * after the date Acucela provided the Initial Notice to Otsuka in the case of an Acucela Territory License, or (y) * after the date Acucela provided the Initial Notice to Otsuka in the case of a New Compound License (the “New Compound Negotiation Period”), Acucela shall be free to grant to any Third Party the Acucela Territory License, or the New Compound License, as applicable, without further obligations to Otsuka, and on any terms that Acucela considers appropriate. It is understood that Acucela need only provide one such Initial Notice to Otsuka before engaging in negotiations with the first Third Party, and that Acucela is not obligated to provide any further notice if Acucela subsequently engages in discussions with one or more additional Third Parties with respect to the subject matter described in the Initial Notice. In addition, Acucela’s obligations with respect to New Compounds under this Section 5.4 shall expire on the date that is * after the Effective Date (the “Expiration Date”), at which time Acucela shall have no further obligations to Otsuka under this Section 5.4 with respect to any New Compound, provided that, for any Initial Notice delivered less than * prior to the Expiration Date, the Expiration Date shall be extended for the period of time required for Otsuka to have the benefit of the full New Compound Negotiation Period.
Sample 1Sample 2
AutoNDA by SimpleDocs

Related to Right of First Negotiation for New Compound License and Acucela Territory License

  • Research License Each Collaborator shall allow the other Collaborator to practice any of its Non- Subject Inventions for the purpose of performing the Cooperative Work. No license, express or implied, for commercial application(s) is granted to either Collaborator in Non-Subject Inventions by performing the Cooperative Work. For commercial application(s) of Non-Subject Inventions, a license must be obtained from the owner.

  • Commercialization License Subject to the terms of this Agreement, including without limitation Section 2.2 and Theravance's Co-Promotion rights in Section 5.3.2, Theravance hereby grants to GSK, and GSK accepts, an exclusive license under the Theravance Patents and Theravance Know-How to make, have made, use, sell, offer for sale and import Alliance Products in the Territory.

  • License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.

  • Development License Subject to the terms and conditions of this XXXX, You are licensed to perform an installation of the SOFTWARE for an unlimited use in designing, testing and creating Developed Software by unlimited Developers on one or more computers.

  • End User License Agreement This work is licensed under a Creative Commons Attribution-NonCommercial-NoDerivs 3.0 Unported License. xxxx://xxxxxxxxxxxxxxx.xxx/licenses/by-nc-nd/3.0/ You are free to: Share: to copy, distribute and transmit the work Under the following conditions: Attribution: You must attribute the work in the manner specified by the author (but not in any way that suggests that they endorse you or your use of the work).

  • Sublicense Grant Licensee will be entitled to grant Sublicenses to third parties under the license granted pursuant to Section 2.1 subject to the terms of this Section 2.3. Any such Sublicense shall be on terms and conditions in compliance with and not inconsistent with the terms of this Agreement. The grant of a Sublicense shall not in any way diminish or alter Licensee’s obligations under this Agreement.

  • Sublicense Rights Licensee shall not have the right to grant sublicenses under the licenses granted to it under Section 2.1(a) (Development and Commercialization License to Licensee) and Section 6.3(d) (Use of Coherus Trademark), without the prior written consent of Coherus, which consent may be withheld [***], except with respect to [***], in which case [***]. For the avoidance of doubt, it shall be [***] with respect to [***]. If Coherus consents in writing to allow Licensee to grant a sublicense, then Licensee may grant such sublicense, through [***], subject to the following: (a) each Sublicensee shall agree to be bound by all of the applicable terms and conditions of this Agreement; (b) the terms of each sublicense granted by Licensee shall provide that the Sublicensee shall be subject to the terms and conditions of this Agreement; (c) Licensee’s grant of any sublicense shall not relieve Licensee from any of its obligations under this Agreement; (d) Licensee shall be liable for any breach of a sublicense by a Sublicensee to the extent that such breach would constitute a breach of this Agreement, and any breach of the sublicense by such Sublicensee shall be deemed a breach of this Agreement by Licensee to the extent that such breach would constitute a breach of this Agreement as if Licensee had committed such breach; provided, however, that in each instance of any breach, Licensee and/or Sublicensee shall have the right to cure any such breach pursuant to the terms of this Agreement; and (e) Licensee will notify Coherus of the identity of any Sublicensee, and the territory in which it has granted such sublicense, promptly after entering into any sublicense. Notwithstanding anything to the contrary in this Agreement, for clarity, Licensee shall not have the right to grant sublicenses under Section 2.1 (License Grants) to any Third Party to Manufacture Products or to conduct Process Development.

  • License Terms This license is for one full Semester. It cannot be cancelled or terminated except under the conditions cited in this license.

  • SOFTWARE LICENSE GRANT Where Product is acquired on a licensed basis the following shall constitute the license grant:

  • Exclusive License Licensor hereby grants to Licensee and Licensee hereby accepts from Licensor, upon the terms and conditions herein specified, a sole and exclusive license under the Licensed Patent Rights in the Territory, and in the Field of Use to develop, make, have made, import, have imported, use, offer to sell, sell and otherwise commercialize Licensed Product(s).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!