Technology Licenses. To the extent that any Third Party Intellectual Property Rights related to the capture and detection of CTCs must be licensed to perform the Assay, such royalty shall be paid by Biocept. To the extent that either party owns Intellectual Property Rights to specific biomarkers, targets, kits, dyes or technology utilized in the Assay other than for the capture and detection of CTCs, it will, to the extent it is able, grant during the Term of the Agreement, a non-exclusive license to the other party to practice these Intellectual Property Rights for the Assay. To the extent that either party has licensed or will license Intellectual Property Rights from Third Parties related to specific biomarkers, targets, kits, dyes or technology utilized in the Assay other than for the capture and detection of CTCs, it will, to the extent it is able, grant, during the Term of the Agreement, a non-exclusive license to the other party, or ensure that the other party is covered under its license, to practice these Intellectual Property Rights for the Assay. In the event of the foregoing, then, subject to Section 8.5, the parties agree to negotiate in good faith an allocation of expenses for such Third Party licenses directly associated with the Assay.
Technology Licenses. GSK hereby grants Santarus, effective upon the notice of a termination described in this Section 13.8, a non-exclusive, irrevocable, fully paid up license in the country(ies) effected by such termination (or the entire GSK Territory if termination of this Agreement in its entirety), with the right to sublicense, under (a) any GSK IP; provided, however the GSK IP shall not include any Patents or Know-How subject to payment obligations to a Third Party, which GSK shall promptly disclose such obligations to Santarus in writing, unless Santarus agrees in writing to reimburse all amounts owed to such Third Party as a result of Santarus’ exercise of such license, and (b) any Know-How disclosed to Santarus under this Agreement or developed or utilized by GSK in connection with the Licensed Products; in each case to make, have made, use, sell, offer for sale and import Licensed Products.
Technology Licenses. At MSB’s request Collaborator will grant (and does hereby grant) to MSB, effective upon the notice of termination under Section 12.2 or the effective date of such termination under Section 12.3, Section 12.4 or Section 12.5, a non-exclusive, irrevocable, fully paid‑up license, with the right to sublicense, under (a) any Patent Controlled by Collaborator or its Affiliates Covering the Product (or any component thereof) that was Developed or Commercialized by or under authority of Collaborator (such Patents other than the Collaborator Patents, the “Ex-Agreement Patents”), (b) Collaborator Sole Patents and Collaborator’s interest in Joint Patents, (c) any Collaborator Know-How and (d) Data with respect to the Product that is Controlled by Collaborator; in each case to Develop, Manufacture and Commercialize and conduct Medical Affairs Activities for the Product for the Field. If Collaborator provides MSB notice that MSB’s exercise of such license under any Ex-Agreement Patent is subject to payment or other obligation to a Third Party (which notice shall specify any amounts that may become due and other obligations to such Third Party as a result of exercise by MSB of such license by the Development, Manufacture and Commercialization or conduct Medical Affairs Activities for the Product for the Field), then unless MSB provides Collaborator notice of it election to not be licensed under such Ex-Agreement Patent (in which case such Ex-Agreement Patent shall not be included in such license to MSB), (i) MSB shall pay Collaborator for such amounts that become due **** prior to the due date for such payments (with the Parties cooperating to determine a mechanism that permits such payment to be paid in advance by MSB to the extent it is reasonably possible to do so) and (ii) if requested by either Party, the Parties shall reasonably cooperate to transfer or assign such Third Party license to MSB solely with respect to the Product for the Field. MSB shall indemnify and hold Collaborator harmless for any and all Losses to the extent resulting from MSB’s failure to timely pay Collaborator for any amounts that become due in respect to an Ex-Agreement Patent (which indemnification shall be subject to the rights and procedures described in Section 11.5.3) and, upon any such failure to pay any such undisputed amounts that is not cured **** of Collaborator’s notice thereof to MSB, such Ex-Agreement Patent shall cease to be included in such license to MSB.
Technology Licenses. Alcon hereby grants NovaCal, effective upon the notice of termination under Section 12.2 or the effective date of such termination by NovaCal under Section 12.3, a non-exclusive, worldwide, irrevocable, license, under (i) any Patent Controlled by Alcon or its Affiliates covering Licensed Products for which any human clinical trial or other human testing had been initiated or that were being Commercialized by or under authority of Alcon; provided, however if any such Patent Controlled by Alcon is subject to payment obligations to a Third Party, Alcon shall promptly disclose such obligations to NovaCal in writing and such Patents shall be deemed to be Controlled by Alcon only if NovaCal agrees in writing to reimburse all amounts owed to such Third Party as a result of NovaCal’s exercise of such license, and (ii) any Know-How disclosed to NovaCal under this Agreement or developed or utilized by Alcon in connection with such Licensed Products; in each case to the extent necessary to make, have made, use, sell, offer for sale and import Licensed Compounds and such Licensed Products. For such license, NovaCal shall pay Alcon a royalty that shall not exceed [***] of net sales of such Licensed Compounds or Licensed Products covered by such Patents or incorporating such Know-How. Accordingly, within thirty (30) days of notice of termination under Section 12.2 or the effective date of such termination by NovaCal under Section 12.3, the Parties shall initiate good faith negotiations to define an appropriate license agreement.
Technology Licenses. Alcon hereby grants NovaCal, effective upon the notice of such termination, a non-exclusive, worldwide, license, under (i) any Patent Controlled by Alcon or its Affiliates covering Licensed Products for which any human clinical trial or other human testing had been initiated or that were being Commercialized by or under authority of Alcon
Technology Licenses. (a) Galderma hereby grants NovaBay effective upon the notice of termination of the Agreement in its entirety under Section 12.2, or the effective date of such termination by NovaBay under Section 12.3, a non-exclusive, worldwide, perpetual, license, under the Galderma Technology to Develop and Commercialize In-Process Collaboration Products and Proposed Collaboration Products in the Field in the Galderma Territory.
(b) For purposes of this Agreement, “In-Process Collaboration Products” shall mean any and all Collaboration Products for which a Development Plan has been approved by the Coordination Committee prior to the notice of termination, together with all (A) alternative dosage forms, (B) label expansions and (C) line extensions (related formulations of the same Collaboration Compound(s)); and “Proposed Collaboration Products” shall mean any and all Collaboration Products for a Proposed Indication for which a Development Proposal has been submitted by NovaBay pursuant to Section 3.5 but has not become an Accepted Indication. ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.
Technology Licenses. 4.1 UDC hereby grants to PPG, during the term of this Agreement and subject to the terms and conditions set forth herein, a worldwide, royalty-free, non-exclusive, non-transferable (except as permitted under Section 15.2 below) license, with the right to sublicense under Section 4.4, to practice under any and all UDC Chemical Patents, and to use, improve, enhance and modify any and all unpatented UDC Proprietary Materials for Chemicals, for the sole and limited purpose of performing PPG's obligations under Article 3 above, and as required by the Development Program as contemplated hereunder. UDC shall disclose UDC Chemical Know-How to PPG as is necessary in connection with PPG's performance under the Development Program.
4.2 UDC hereby grants to PPG a worldwide, perpetual, royalty-free, non-exclusive, non-transferable (except as permitted under Section 15.2 below) license, with the right to sublicense as permitted under Section 4.4 below, to practice under any and all Patents claiming Developed Technology, solely for PPG's own use in its current and future business (including Authorized OLED Applications), but not otherwise in competition with UDC with respect to OLEDs or OLED Chemicals.
Technology Licenses. The Company shall (i) license the front-end technology (TCS technology) required for the construction and operation of the Plant from a third party technology provider mutually agreed by the Parties upon terms and conditions approved by the Board and (ii) license certain back-end technology (CVD technology) necessary for the construction and operation of the Plant from MEMC Singapore or one of its Affiliates pursuant to the Technology License Agreement.
Technology Licenses. In the event of termination for any reason other than termination by [***]due to a breach caused by MSB’s willful misconduct or gross negligence, (i) [***] . The process for agreeing [***].
Technology Licenses. If this Agreement is terminated for any reason other than termination by Kite for Arcellx’s uncured material breach pursuant to Section 13.3,
(a) Kite hereby grants, and shall cause its Affiliates that are wholly owned subsidiaries to grant, to Arcellx, effective upon such termination a worldwide, irrevocable, fully paid-up, license, with the right to grant and authorize sublicenses, under the Kite Patents and Kite Know-How are owned as of the termination of this Agreement that Cover the Reverted Products solely in each case to make, have made, use, sell, offer for sale and import Reverted Products and any modification thereof, which license shall be exclusive with respect to any Reverted Product that is the Existing Product and non-exclusive with respect to any Reverted Product that is a NextGen Product [***], (collectively as described under this Section 13.7.6(a) (the “Reverted IP”). For clarity, the foregoing license shall not include any Intellectual Property licensed from a Third Party by Kite or any of its Affiliates. [***]. [***].
