Rights to Technology. Except for the rights, if any, of the Funding Agencies or the United States Government, CSMC represents and warrants to Licensee that, to the best of its actual, current knowledge (without investigation outside of CSMC as to such representations and warranties) (a) it has the right to grant the licenses in this Agreement, (b) it has not granted licenses to the Patent Rights or Technical Information to any other party that would restrict the rights granted hereunder except as stated herein and (c) there are no claims, judgments or settlements to be paid by CSMC with respect the Patent Rights or Technical Information or pending claims or litigation relating to the Patent Rights or Technical Information. Except for any potential or actual rights of Funding Agencies or the United States Government, CSMC is not aware that any additional rights or licenses are necessary for Licensee to exercise its licensed rights granted by CSMC under this Agreement.
Rights to Technology. Vertex represents that it is the owner of the Vertex Technology and that it has the right to license the Vertex Technology as set forth herein. Altus Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. represents that it has the right to license the Existing Altus Technology and the Subsequent Altus Technology as set forth herein.
Rights to Technology. TTMT shall convey to Xxxxx a 92% undivided interest in the property rights to its T3 technology. Xxxxx hereby grants to TTMT an irrevocable, nonexclusive, world-wide license for the use of said technology.
Rights to Technology. (a) The property rights in and to all items of New Technology as defined below herein, shall be deemed to have been created for the Company as work for hire and are and shall be the sole and exclusive property of the Company, and Consultant does hereby agree that he will make full and prompt disclosure to the Company of any and all such New Technology. For the purposes of this Agreement, the term "New Technology" shall mean each and every invention, discovery and development, device, design, apparatus, practice, method, product, item of know-how, improvement, process, item of technical knowledge, formula, trade secret, trade name and modification, whether or not patentable, trademarkable or copyrightable, which were made, developed or first reduced to practice by Consultant (whether acting alone or with others) during the term of its engagement hereunder (the "Technology Term"), and which relate primarily to the Company's business.
Rights to Technology. CSMC represents and warrants to Licensee that, to the best of its actual, current knowledge (without investigation outside of CSMC as to such representations and warranties) (a) it has not received any notice alleging that the Patent Rights are owned by any third party; (b) it has the right to grant the licenses in this Agreement, (c) it has not granted licenses to the Patent Rights to any other party that would restrict the rights granted hereunder except as stated herein and (d) there are no claims, judgments or settlements to be paid by CSMC with respect the Patent Rights or pending claims or litigation relating to the Patent Rights. CSMC is not aware that any additional rights or licenses are necessary for Licensee to exercise its licensed rights granted by CSMC under this Agreement.
Rights to Technology. (a) The property rights in and to all items of New Technology, as defined below herein, shall be deemed to have been created for the Company as work for hire and are and shall be the sole and exclusive property of the Company, and the Executive does hereby agree that he will make full and prompt disclosure to the Company of any and all such New Technology. For the purposes of this Agreement, the term "New Technology" shall mean each and every invention, discovery and development, device, design, apparatus, practice, method, product, item of know-how, improvement, process, item of technical knowledge, formula, trade secret, trade name and modification, whether or not patentable, trademarkable or copyrightable, which were made, developed or first reduced to practice by the Executive (whether acting alone or with others) during the term of his employment hereunder (the "Technology Term"), and which relate primarily to the Company's business.
Rights to Technology. Except for the rights, if any, of the Funding Agencies or the United States Government, CSMC represents and warrants to Licensee that, to the best of its actual knowledge (without investigation outside of CSMC as to such representations and warranties) as of the Effective Date: (a) CSMC owns its right, title and interest in and to the Patent Rights as of the Effective Date of this Agreement, (b) CSMC has the power and authority to enter into this Agreement and has the right to grant the licenses set forth in this Agreement, (c) CSMC has not granted licenses to the Patent Rights to any other party that would restrict or otherwise conflict with the rights granted hereunder except as stated herein, (d) no holding, decision, or judgment has been rendered in any action or proceeding before any court or administrative authority (other than in routine patent prosecution activities before the U.S. Patent & Trademark Office and various foreign patent offices) denying the validity of CSMC’s right to register, or CSMC’s rights to own, use or license, any Patent Rights, and (e) there are no claims filed in state or federal court, judgments or settlements to be paid by CSMC with respect the Patent Rights or pending claims or litigation filed in state or federal court relating to the Patent Rights. CSMC covenants and agrees that if at any time during the Agreement Term it becomes aware that any of the representations and/or warranties set forth in this Section 3.1 are no longer true or correct had they been given after the Effective Date, it shall notify Licensee in writing of the facts or circumstances thereof within [***] days of discovery.
Rights to Technology. Except for the rights, if any, of the Funding Agencies or the United States Government, CSMC represents and warrants to Licensee that, to the best of its actual knowledge (without investigation outside of CSMC as to such representations and warranties) as of the Effective Date and the A&R Effective Date: (a) other than those Patent Rights that CSMC has designated in Schedule A as being co-owned by CSMC and Licensee or CSMC and a third party, CSMC exclusively owns all right, title and interest in and to and is the rightful assignee of the Patent Rights and/or Technology, (b) CSMC has the power and authority to enter into this Agreement and has the right to grant the licenses set forth in this Agreement, (c) CSMC has not granted licenses to the Patent Rights and/or Technology to any other party that would restrict or otherwise conflict with the rights granted hereunder except as stated herein, (d) no holding, decision, or judgment has been rendered in any action or proceeding before any court or administrative authority denying the validity of CSMC’s right to register, or CSMC’s rights to own, use or license, any Patent Rights and/or Technology, (e) there are no claims, judgments or settlements to be paid by CSMC with respect the Patent Rights and/or Technology or pending claims or litigation relating to the Patent Rights and/or Technology. Except for the rights, if any, of the Funding Agencies or the United States Government, CSMC represents and warrants to Licensee that, to the best of the current, actual knowledge of the Inventors (without investigation outside of CSMC as to such representations and warranties), as of the Effective Date and the A&R Effective Date: (i) the Patent Rights are valid and enforceable, and (ii) no third party is infringing upon or otherwise misappropriating any Patent Rights and/or Technology. Except for any potential or actual rights of Funding Agencies, CSMC is not aware that any additional rights or licenses are necessary for Licensee to exercise its licensed rights granted by CSMC under this Agreement. CSMC covenants and agrees that if at any time during the Agreement Term it becomes aware that any of the representations and/or warranties set forth in this Section 3.1 are no longer true or correct had they been given after the Effective Date, it shall notify Licensee in writing of the facts or circumstances thereof within [***] days of discovery.
Rights to Technology. 4.1 With respect to each FINAL PRODUCT produced under the RESEARCH PROGRAMME, provided that no payments under Article 3.1
(a) are overdue, BIOVATION shall assign to TANOX all rights to the FINAL PRODUCT and to the DELIVERABLES, including all of the PATENT RIGHTS.
4.2 Pursuant to Article 4.1, TANOX shall be free to use the DELIVERABLES and FINAL PRODUCTS, including any methods, protocols and procedures it receives from BIOVATION, in any manner whatsoever subject to the provisions of Article 7.4.
4.3 BIOVATION agrees to cooperate with TANOX's reasonable requests for assistance in the filing, prosecution, maintenance, enforcement or defense of any PATENT RIGHTS, including by filing patent applications or taking any such actions in its own name, at Tanox's request. TANOX shall reimburse BIOVATION for all out-of-pocket expenses incurred by BIOVATION during such cooperation.
4.4 With respect to each FINAL PRODUCT produced under the RESEARCH PROGRAMME, upon completion of the RESEARCH PROGRAMME provided that no payments under Article 3.1
(a) for such FINAL PRODUCT are overdue, BIOVATION agrees to grant to TANOX a non-exclusive worldwide licence to BIOVATION's patents relating to Delmmunisation technology, including all such patents based on, relating to or derived from International Patent Application PCT/GB98/01473, and a non-exclusive sublicence to all of BIOVATION's rights under the National Institutes of Health patents relating to Veneering technology, which are based on, relate to or are derived from U.S. Application Serial Nos. 08/109,187 and 08/609,218, for the purpose of making, using and selling the FINAL PRODUCTS. Such sublicence may be terminated in the event that BIOVATION's licence from the National Institutes of Health is terminated although at such time, and at any time during the term of the sublicence, TANOX will have the option to licence directly from the National Institutes of Health subject to approval by the National Institutes of Health. In the event that TANOX enters such a direct licence with the National Institutes of Health, TANOX shall receive a full credit for percentage royalties paid in connection therewith against the royalty due under Article 3.1 (d); provided, however, that in no event shall the total of the under this Article 4.4 reduce the royalties otherwise due under Article 3.1 (d) to less than 0.83%.
Rights to Technology. Except for the rights, if any, of the Funding Agencies or the United States Government, CSMC represents and warrants to Licensee that, to the best of its current knowledge (without investigation outside of CSMC as to such representations and warranties) (a) it has the right to grant the licenses in this Agreement, (b) it has not granted licenses to the Patent Rights or Technical Information to any other party that would restrict the rights granted hereunder except as stated herein, (c) it is the owner of the Patent Rights and Technical Information, (d) no other party has any interest in the Patent Rights or Technical Information and (e) there are no claims, judgments or settlements to be paid by CSMC with respect the Patent Rights or Technical Information or pending claims or litigation relating to the Patent Rights or Technical Information. Except for any potential or actual rights of Funding Agencies or the United States Government, CSMC is not aware that any additional rights or licenses are necessary for Licensee to exercise its licensed rights granted by CSMC under this Agreement.
