RIGHT TO USE LIBRARY COMPOUNDS - AXYS Sample Clauses

RIGHT TO USE LIBRARY COMPOUNDS - AXYS. Axys retains the rights to provide the Library, Library Compounds and all the Library Protocols (including without limitation the Selected Protocols) to Third Parties for use in General Screening; provided, however, that, (i) during the [*] period after each date of delivery of a set of Library Compounds by Axys, Axys covenants that it shall not provide the Library Protocols applicable to such Library Compounds or any of such Library Compounds (excluding a de minimis amount thereof) to more than [*] for use in General Screening (each of such Third Parties being referred to herein as a "General Screening Party"), and (ii) for an [*] thereafter, Axys covenants that it [*] for use in General Screening. Without limiting any of the foregoing, Axys and its Affiliates shall retain the right to use the Library and the Library Compounds for all internal purposes, including without limitation, General Screening, combinatorial chemistry and medicinal chemistry, and research (including, without limitation, drug discovery), development and commercialization activities of Axys and its Affiliates. Axys also retains the right to use all the Library Protocols (including without limitation the Selected Protocols) for any internal purpose and retains the right to use the Library and the Library Compounds in programs focused on specific targets and/or therapeutic areas pursuant to collaborative research, development or commercialization agreements with Third Parties (each such Third Party being referred to herein as a "Third Party Corporate Partner"), and to provide the Library or Library Compounds to Third Party Corporate Partners of Axys or its Affiliates for use by such partner in programs focused on specific targets pursuant to research, development or commercialization agreements between such Third Party Corporate Partner and Axys (or its Affiliate, as applicable), provided that, each such Third Party Corporate Partner (and its Affiliates) is contractually prohibited from using the Library or Library Compounds for General Screening (unless such partner is also one of the General Screening Parties) and is subject to a confidentiality agreement at least as restrictive as the provisions of Article 6.
Sample 1
AutoNDA by SimpleDocs

Related to RIGHT TO USE LIBRARY COMPOUNDS - AXYS

  • Combination Products If a LICENSED PRODUCT is sold to any third party in combination with other products, devices, components or materials that are capable of being sold separately and are not subject to royalties hereunder (“OTHER PRODUCTS,” with the combination of products being referred to as “COMBINATION PRODUCTS” and the Other Product and Licensed Product in such Combination Product being referred to as the “COMPONENTS”), the NET SALES of such LICENSED PRODUCT included in such COMBINATION PRODUCT shall be calculated by multiplying the NET SALES of the COMBINATION PRODUCT by the fraction A/(A+B), where A is the average NET SALES price of such LICENSED PRODUCT in the relevant country, as sold separately, and B is the total average NET SALES price of all OTHER PRODUCTS in the COMBINATION PRODUCT in the relevant country, as sold separately. If, in any country, any COMPONENT is not sold separately, NET SALES for royalty determination shall be determined by the formula [C / (C+D)], where C is the aggregate average fully absorbed cost of the Licensed Product components during the prior Royalty Period and D is the aggregate average fully absorbed cost of the other essential functional components during the prior Royalty Period, with such costs being determined in accordance with generally accepted accounting principles. To the extent that any SUBLICENSE INCOME relates to a COMBINATION PRODUCT or is otherwise calculated based on the value of one or more licenses or intellectual property rights held by the COMPANY, an AFFILIATE or SUBLICENSEE, COMPANY shall determine in good faith and report to THE PARTIES the share of such payments reasonably attributable to COMPANY’s or such AFFILIATE’s sublicense of the rights granted hereunder, based upon their relative importance and proprietary protection, which portion shall be the SUBLICENSE INCOME. THE PARTIES shall have the right to dispute such sharing determination in accordance with the dispute provisions of the AGREEMENT.

  • Licensed Technology The term "Licensed Technology" shall mean the ------------------- Licensed Patents, plus all improvements thereto developed by Licensor, and all related data, know-how and technology.

  • Licensed Product “Licensed Product” shall mean any article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights. For clarity, a “Licensed Product” shall not include other product or material that (a) is used in combination with Licensed Product, and (b) does not constitute an article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights.

  • Combination Product The term “

  • Patent Rights The term “

  • Licensed Territory Worldwide NIH Patent License Agreement—Exclusive APPENDIX C – ROYALTIES Royalties:

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • Background IP Each Party will own all right, title and interest in its Background IP.

  • License; Use Upon delivery to an Authorized Person or a person reasonably believed by Custodian to be an Authorized Person of the Fund of software enabling the Fund to obtain access to the System (the “Software”), Custodian grants to the Fund a personal, nontransferable and nonexclusive license to use the Software solely for the purpose of transmitting Written Instructions, receiving reports, making inquiries or otherwise communicating with Custodian in connection with the Account(s). The Fund shall use the Software solely for its own internal and proper business purposes and not in the operation of a service bureau. Except as set forth herein, no license or right of any kind is granted to the Fund with respect to the Software. The Fund acknowledges that Custodian and its suppliers retain and have title and exclusive proprietary rights to the Software, including any trade secrets or other ideas, concepts, know-how, methodologies, or information incorporated therein and the exclusive rights to any copyrights, trademarks and patents (including registrations and applications for registration of either), or other statutory or legal protections available in respect thereof. The Fund further acknowledges that all or a part of the Software may be copyrighted or trademarked (or a registration or claim made therefor) by Custodian or its suppliers. The Fund shall not take any action with respect tot the Software inconsistent with the foregoing acknowledgement, nor shall the Fund attempt to decompile, reverse engineer or modify the Software. The Fund may not xxx, sell, lease or provide, directly or indirectly, any of the Software of any portion thereof to any other person or entity without Custodian’s prior written consent. The Fund may not remove any statutory copyright notice or other notice included in the Software or on any media containing the Software. The Fund shall reproduce any such notice on any reproduction of the Software and shall add any statutory copyright notice or other notice to the Software or media upon Custodian’s request.

  • Field The term “

Time is Money Join Law Insider Premium to draft better contracts faster.