Scynexis Retained Rights Sample Clauses

Scynexis Retained Rights. Notwithstanding the exclusive licenses granted by Xxxxxxxx to GSK under Section ‎‎2.1, Scynexis and its Affiliates shall retain the right (a) under the Scynexis Intellectual Property and Scynexis’s and its Affiliates’ interest in the Joint Patents to (i) conduct all Development activities set forth in the Development Plan; (ii) conduct, solely during the Commercialization Transition Period, the Commercialization activities expressly allocated to, and required to be conducted by, Scynexis in the Commercialization Transition Plan with respect to the Products in the GSK Territory (such right set forth in this clause ‎(ii), the “Scynexis Transitional Commercialization Rights”); (iii) Manufacture (including to have Manufactured) Compounds and Products in the GSK Territory solely for the purpose of (A) conducting such Development activities set forth in the Development Plan or exercising the Scynexis Transitional Commercialization Rights or (B) fulfilling its obligations under the Transitional Manufacturing and Supply Agreement or any other agreement between the Parties pursuant to which Scynexis manufactures or supplies any Compound or Product to GSK; and (iv) Manufacture (including to have Manufactured), and to grant licenses and sublicenses and otherwise enable its licensees and sublicensees to Manufacture (including to have Manufactured), Compounds and Products in the GSK Territory for the sole purpose of Exploiting such Compounds and Products in the Excluded Territory and (b) to use the Product Trademarks (i) to the extent necessary to perform its obligations under this Agreement, (ii) as otherwise disclosed on Schedule ‎9.2 and (iii) in connection with the Manufacture of Compounds and Products in the GSK Territory for the sole purpose of Exploiting such Compounds and Products in the Excluded Territory (‎(a) and ‎(b), collectively, the “Scynexis Retained Rights”); provided that, except with respect to (A) the FURI Trial and CARES Trial, (B) Xxxxxx’s participation in the MARIO Study, and (C) Xxxxxxxx’s obligations to Xxxxxx and R-Pharm pursuant to the Hansoh Agreement and R-Pharm Agreement (as each such agreement exists as of the Execution Date), respectively, any and all such Development activities under such Development Plan shall be conducted (and the results of such activities shall be used) by Scynexis and its Affiliates solely for purposes of furthering GSK’s Exploitation of any Compound and any Product in the Field in the GSK Territory or as otherwise...
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Related to Scynexis Retained Rights

  • Retained Rights The Contributor or, if applicable, the Contributor’s Employer, retains all proprietary rights in addition to copyright, such as patent rights in any process, procedure or article of manufacture described in the Contribution.

  • Licensed Rights (a) (i) BNYM hereby grants to Company a limited, nonexclusive, nontransferable license to access and use the Licensed System in the United States through its employees (other than as expressly permitted otherwise by Section 2.1(a)(ii) below), solely in accordance with applicable Documentation, through the interfaces and telecommunication lines designated by BNYM, strictly for the internal business purposes of the Company, solely in support of the Core Services and solely for so long as any applicable fees are paid by Company.

  • Acquired Rights The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time; (b) the award of the Option made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Company; (c) no past grants or awards (including, without limitation, the Option awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever; and (d) any benefits granted under this Agreement are not part of the Participant’s ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation.

  • Inventions Retained and Licensed I have attached hereto, as Exhibit A, a list describing all inventions, original works of authorship, developments, improvements, and trade secrets which were made by me prior to my employment with the Company (collectively referred to as “Prior Inventions”), which belong to me, which relate to the Company’s proposed business, products or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, I represent that there are no such Prior Inventions. If in the course of my employment with the Company, I incorporate into a Company product, process or machine a Prior Invention owned by me or in which I have an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Invention as part of or in connection with such product, process or machine.

  • Vested Rights During the Term of this Agreement, Owner shall have the vested right and entitlement to develop and operate the Project in accordance with the Existing Land Use Ordinances, in addition to any Cannabis Manufacturing Operating Standards adopted by the City Council, which may be amended at the City’s discretion. Parties acknowledge that neither the City nor the Owner can at this time predict when or the rate at which or the order in which parts of the Project will be developed. Owner shall have the vested right to develop the Project in such order and at such rate and at such times as Owner deems appropriate in the exercise of its business judgment, provided that Owner is in compliance with the Project Approvals.

  • Reserved Rights (a) The state, for itself and others, reserves all rights not expressly granted to the lessee by this lease. These reserved rights include, but are not limited to: (1) the right to explore for oil, gas, and associated substances by geological and geophysical means; (2) the right to explore for, develop, and remove natural resources other than oil, gas, and associated substances on or from the leased area; (3) the right to establish or grant easements and rights-of-way for any lawful purpose, including without limitation for shafts and tunnels necessary or appropriate for the working of the leased area or other lands for natural resources other than oil, gas, and associated substances; (4) the right to dispose of land within the leased area for well sites and well bores of xxxxx drilled from or through the leased area to explore for or produce oil, gas, and associated substances in and from lands not within the leased area; and (5) the right otherwise to manage and dispose of the surface of the leased area or interests in that land by grant, lease, permit, or otherwise to third parties. (b) The rights reserved may be exercised by the state, or by any other person or entity acting under authority of the state, in any manner that does not unreasonably interfere with or endanger the lessee's operations under this lease.

  • Sublicensing Rights (a) The license(s) granted to Intellia in Section 2.1 and to Caribou in Section 2.2 may be sublicensed, in full or in part, by Intellia and Caribou, respectively, (each, the “Sublicensing Party”) by a written agreement to its Affiliates and Third Parties (with the further right to sublicense [***] provided that the following shall likewise apply with respect to sublicenses granted by a Sublicensee), provided, that: (i) the Sublicensing Party will provide to the other Party a copy of any sublicense agreement with a Sublicensee within [***] days of execution thereof, which sublicense agreement may be redacted as necessary to protect commercially sensitive information to the extent such information is not reasonably necessary to determine compliance with this Agreement or to determine the rights granted under any of the Caribou IP or Intellia IP, as applicable (together with an accurate English translation of such sublicense, if applicable) provided that if such agreement is with a Related Party the Sublicensing Party shall provide an unredacted copy thereof; (ii) the Sublicensing Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were “Intellia” or “Caribou”, as applicable, hereunder; (iii) any such Sublicensee will agree in writing to be bound by identical obligations as the Sublicensing Party hereunder with respect to the activities of such Sublicensee hereunder; (iv) to the extent that the Sublicensing Party or any Sublicensee grants a sublicense under any intellectual property subject to a Caribou In-License or Intellia Included In-License, as applicable, such sublicense (and such further sublicensee) will be subject to the terms of such Caribou In-License or Intellia Included In-License, including such sublicensee’s compliance with the Required In-License Provisions [***].

  • Sublicense Fees Licensee will pay Sublicense Fees indicated in Section 3.1(e) of the Patent & Technology License Agreement on or before the Quarterly Payment Deadline for the Contract Quarter.

  • Joint Work Product This Agreement is the joint work product of H-GAC and the Contractor. This Agreement has been negotiated by H-GAC and the Contractor and their respective counsel and shall be fairly interpreted in accordance with its terms and, in the event of any ambiguities, no inferences shall be drawn against any party.

  • No Vested Right in Future Awards You acknowledge and agree that the granting of the Award under this Award Agreement is made on a fully discretionary basis by Tyson and that this Award Agreement does not lead to a vested right to further awards of any type in the future. Further, the Award set forth in this Award Agreement constitutes a non-recurrent benefit and the terms of this Award Agreement are applicable only to the Award granted pursuant to this Award Agreement.

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