SPONSOR RIGHTS. This Agreement is subject to Title 35 Sections 200-204 of the United States Code. Among other things, these provisions provide the United States Government with nonexclusive rights in the Licensed Patent. They also impose the obligation that Licensed Product sold or produced in the United States be “manufactured substantially in the United States,” (subject to waivers available under applicable laws). In addition, due to CIRM funding, Forty Seven understands that this Agreement is subject to Title 17, California Code of Regulations and the provisions of section 100607 under Title 17 place requirements on Forty Seven for access to Licensed Product in California. Forty Seven will ensure all obligations of these provisions applicable to Forty Seven are met. Stanford will be responsible for all of Stanford’s obligations to sponsors of the Licensed Patent(s), Licensed Information, and Licensed Technology, including such obligations to NIH, CIRM, LLS, NYSCF, and Xxxxxx, and all of its obligations under the agreement between Stanford and [*], and, as between Forty Seven and Stanford, will ensure all such obligations are met.
SPONSOR RIGHTS. (i) If for any reason the Company does not elect to purchase all of the vested Options or Award Stock (issued or issuable to a Participant) pursuant to the Repurchase Option pursuant to one or more Repurchase Notices, the Sponsors will be entitled to exercise the Repurchase Option, in the manner set forth in this Section 2(d), for the vested Options and/or Award Stock the Company has not elected to purchase (the “Available Equity”). As soon as practicable after the Company has determined that there will be Available Equity, the Company shall give written notice (each, an “Option Notice”) to the Sponsors setting forth the number of Available Equity that is Award Stock, the number of Available Equity that is vested Options and the price for each such share of Award Stock or vested Option as determined pursuant to the provisions of this Section 2.
(ii) The Sponsors may elect to purchase any portion of the Available Equity by delivering written notice (an “Election Notice”) to the Company and such Participant within 20 days after receipt of the Option Notice from the Company. If the Sponsors elect to purchase an aggregate number of shares greater than the number of shares of Award Stock that are Available Equity, each class of shares of Award Stock that are Available Equity shall be allocated among the Sponsors based upon the number of shares of Common Stock owned by each Sponsor on a fully-diluted basis and if the Sponsors elect to purchase an aggregate number of vested Options greater than the number of vested Options that are Available Equity, such vested Options shall be similarly allocated among the Sponsors based upon the number of shares of Common Stock owned by each Sponsor on a fully-diluted basis.
SPONSOR RIGHTS. (i) If for any reason the Company does not elect to purchase all of the Award Stock (issued or issuable to a particular Participant) pursuant to the Repurchase Option pursuant to one or more Repurchase Notices, the Sponsors will be entitled to exercise the Repurchase Option, in the manner set forth in this Section 2(d), for the Award Stock the Company has not elected to purchase (the “Available Shares”). As soon as practicable after the Company has determined that there will be Available Shares, the Company shall give written notice (each, an “Option Notice”) to the Sponsors setting forth the number of Available Shares and the price for each Available Share as determined pursuant to the provisions of this Section 2.
(ii) The Sponsors may elect to purchase any number of Available Shares by delivering written notice (an “Election Notice”) to the Company and the Participant within 20 days after receipt of the Option Notice from the Company. If the Sponsors elect to purchase an aggregate number of shares greater than the number of Available Shares, each class of Available Shares shall be allocated among the Sponsors based upon the number of shares of Common Stock owned by each Sponsor on a fully-diluted basis.
SPONSOR RIGHTS. The invention(s) underlying the GROUP B PATENT RIGHTS was based on research supported by JDRF. BCH has granted to JDRF an irrevocable, non-exclusive, worldwide, fully paid-up, royalty-free, perpetual license, with the right to grant sublicenses to others, to use and to practice the GROUP B PATENT RIGHTS for noncommercial research purposes related to the diagnosis, cure, treatment and/or prevention of Type 1 diabetes and its complications.
4. The Parties acknowledge and agree that Section 3.1(f) of the License Agreement applies to THERAPEUTIC PRODUCTS covered by the GROUP A PATENT RIGHTS, but does not apply to any Group B Products (as defined in Section 3.3).
5. The following new section 3.3 shall be added to Article 3, COMPANY DILIGENCE OBLIGATIONS, of the License Agreement:
SPONSOR RIGHTS. 4.1 This Agreement is subject to all of the terms and conditions of Title 35 United States Code Sections 200 through 212, and Licensee agrees to take all reasonable action necessary on its part as licensee to enable The Regents to satisfy its obligation thereunder, relating to Original Material.
4.2 This Agreement is subject to the paid-up, non-exclusive, irrevocable licenses reserved by HHMI to make and use the Original Materials for its research purposes. Such licenses reserved by HHMI specified in the background and the immediately prior sentence do not include the right to sublicense to others. Moreover, the license granted to Licensee hereunder are also subject to the National Institutes of Health “Principles and Guidelines for Recipients of NIH Research Grants and Contracts on Obtaining and Disseminating Biomedical Research Resources” set forth in 64 F.R. 72090 (Dec. 23, 1999) and HHMI’s statement of policy on research tools.
SPONSOR RIGHTS. The invention underlying the PATENT RIGHTS was based on research supported by Alnylam Pharmaceuticals, Inc. (the “SPONSOR”). COMPANY acknowledges that SPONSOR has been granted a non-exclusive, non-transferable, royalty-free license to practice any invention claimed in the PATENT RIGHTS for internal research purposes and conducted by SPONSOR and/or SPONSOR’s Third Party Collaborators. As used herein, “SPONSOR’s Third Party Collaborators” shall mean one or more third parties that have entered into a bona fide collaboration established by a written agreement with SPONSOR to conduct research activities under a mutual research program wherein the performance of such research activities requires the practice of M.I.T.’s invention.
SPONSOR RIGHTS. 4.1 This Agreement is subject to all of the terms and conditions of Title 35 United States Code Sections 200 through 204, and LICENSEE agrees to take all reasonable action necessary on its part as licensee to enable STANFORD to satisfy its obligation thereunder, relating to Biological Material.
4.2 The rights granted to HHMI in Sections 3.1, 7.1, 7.4, 8, 11.1, and 11.7 are only applicable if one or more of the STANFORD faculty members listed in Section 1.1 is an HHMI investigator. If none of the STANFORD faculty members listed in Section 1.1 of this Agreement is an HHMI investigator, then HHMI has no rights under this Agreement.
SPONSOR RIGHTS. The invention was disclosed to Stanford without any sponsor attribution, other than Stanford.
SPONSOR RIGHTS. The SPONSOR shall monitor and conduct on-site visits to the food service operation to ensure compliance with all applicable rules and regulations of KSDE and the United States Department of Agriculture (USDA).
