Upstream License Sample Clauses

Upstream License. To the extent that an Upstream Licensor of Eidos has retained any right to prosecute or enforce any Eidos Patents or otherwise be involved in such activities pursuant to the Upstream License granting Eidos a license thereto (including pursuant to the Stanford Agreement), [***]. Notwithstanding anything to the contrary in this Agreement, this Section 11.5 shall only be in effect to the extent that Eidos has notified Alexion of the relevant rights and obligations under the Upstream License pursuant to Section 11.8.
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Upstream License. To the extent any Passage Technology licensed to Gemma pursuant to the License includes a sublicense to Patent Rights or Know-How licensed to Passage or its Affiliates under the UPenn Agreement, the Parties acknowledge and agree that such sublicensed Passage Technology is subject to the terms and conditions of the UPenn Agreement. Xxxxx agrees to abide by all terms and conditions of the UPenn Agreement as they relate to Xxxxx as a Sublicensee under such agreement and notwithstanding anything in this Agreement to the contrary, in the event of any conflict between the terms hereof and the terms of the UPenn Agreement as they relate to Xxxxx as a Sublicensee under the UPenn Agreement, the terms of the UPenn Agreement shall govern. Xxxxx shall timely take all actions reasonably necessary or requested by Passage, including timely providing to Passage all information reasonably necessary, for Passage to comply with its obligations under the UPenn Agreement. Without limiting the foregoing, Xxxxx shall provide to Passage the information necessary for Passage to comply with any royalty or milestone reporting obligations under the UPenn Agreement. Without limiting Section 5.9, Gemma shall be solely responsible for one hundred percent (100%) of all amounts payable by Passage under the UPenn Agreement on and after the Effective Date (including milestone payments and royalties) incurred as a result of Xxxxx’s exercise of its rights under this Agreement.
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Upstream License. The Upstream License represents a complete and accurate list of all written agreements pursuant to which any Third Party (other than pursuant to Section 10.2(h) (Representations and Warranties by HFB)) has a license, covenant not to xxx, option or other similar right that would be necessary or reasonably useful with respect to the Exploitation of any Licensed Compound, but not including [*]. The Upstream License remains in full force and effect. HFB is in compliance with all material terms of the Upstream License, and no circumstances exist which could reasonably be expected to result in a breach or default of any Upstream License. All consents or approvals required under the Upstream License in order for HFB to grant the rights granted to FibroGen under this Agreement have been obtained. Subject to and except as set forth in the Standby Letter, this Agreement is consistent in all material respects with the terms and condition, and meets all material requirements of, the Upstream License. HFB has provided FibroGen with a complete and correct copy of the Upstream License. HFB has not waived any of its material rights under the Upstream License, and, to its knowledge, no such material rights have lapsed or otherwise expired or been terminated.
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Upstream License. During the Term, HFB shall fulfill its obligations under the Upstream License and will not, [*]. HFB will provide FibroGen promptly with notice of the occurrence of any breach, amendment or termination (or HFB’s receipt of notice of an allegation of any such breach or termination, and a copy thereof) of the Upstream License, and if HFB fails to cure such breach in a timely manner, will permit FibroGen to cure such breach on HFB’s behalf. HFB shall furnish FibroGen with copies of all notices and correspondence that HFB receives in connection with the Upstream License related to FibroGen’s rights or obligations under this Agreement or that could reasonably be expected to adversely affect FibroGen’s right or obligations under this Agreement, [*].
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Upstream License. Junshi will be solely responsible for all upfront payments, milestone payments, royalties, or other payments due to the licensor(s) under the JS018-1 Upstream License (collectively, “JS018-1
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Upstream License. The provisions listed in Section 2.4 (No Implied Licenses) are the only terms of the JS001 Upstream License and the JS018-1 Upstream License necessary for Junshi’s grant of the sublicenses thereunder to Coherus upon the terms and conditions of this Agreement.
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Upstream License. BeiGene acknowledges and agrees that (a) AssemblyBio obtained the rights to certain AssemblyBio Patent Rights under the Upstream License (the “In-Licensed Patent Rights”); and (b) the License granted by AssemblyBio to BeiGene under Section 2.1 with respect to such In-Licensed Patent Rights constitutes a sublicense under the Upstream License. BeiGene shall comply with the terms and conditions of the Upstream License set forth in Exhibit 2.8 (the “Applicable Upstream License Provisions”). The Applicable Upstream License Provisions and other terms and conditions of the Upstream License as set forth in Exhibit 2.1 and Exhibit 14.6 shall be considered an integral part of the terms and conditions of this Agreement.
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Related to Upstream License

  • Developer License We grant you a non-assignable, non-sublicensable, non-exclusive, worldwide right and license for the number of Developer(s) indicated in the Order Form to install the Software on any number of Machines in order to internally use the Software to create, develop and test Applications. For clarity, a single Software license may be re-allocated to another Developer in the event that the original Developer is no longer employed by you or has been assigned to a new role where access to the Software will no longer be required on a permanent basis.

  • User License We grant you a non-assignable, non-sublicensable, non-exclusive, worldwide right and license to internally use and install the Software for the number of user(s) set forth in the Order Form for Commercial purposes.

  • Research License Each Collaborator shall allow the other Collaborator to practice any of its Non- Subject Inventions for the purpose of performing the Cooperative Work. No license, express or implied, for commercial application(s) is granted to either Collaborator in Non-Subject Inventions by performing the Cooperative Work. For commercial application(s) of Non-Subject Inventions, a license must be obtained from the owner.

  • End User License Agreement This work is licensed under a Creative Commons Attribution-NonCommercial-NoDerivs 3.0 Unported License. xxxx://xxxxxxxxxxxxxxx.xxx/licenses/by-nc-nd/3.0/ You are free to: Share: to copy, distribute and transmit the work Under the following conditions: Attribution: You must attribute the work in the manner specified by the author (but not in any way that suggests that they endorse you or your use of the work).

  • Sublicense SONY shall be permitted to sublicense the rights ---------- granted in Section 2.1 only to: (a) wholly-owned subsidiaries of SONY; provided that SONY shall promptly notify LEXAR in writing of sublicenses granted to subsidiaries and SONY shall acknowledge responsibility for such subsidiary's compliance with the terms of this Lexar Technology License Agreement; and (b) any parties for the manufacture, use, offer for sale, import and sale of Host Devices and any components of Host Devices, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's sublicense rights under this Section 2.2(b) shall be contingent upon SONY entering into a written agreement with each sublicensee in the form of Exhibit C. SONY will provide LEXAR with a copy of each such --------- sublicense agreement immediately after execution thereof. Nothing in this Agreement shall be construed as permitting SONY to reveal LEXAR Confidential Information, as such term is defined in Section 6, to sublicensees under this Section 2.2(b). In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not have the right to sublicense the rights granted under this agreement. * Material has been omitted and filed separately with the Commission.

  • Server License We grant you a non-assignable, non-sublicensable, non-exclusive, worldwide right and license to internally use and install the Software on the number of Server(s) listed in the Order Form for Commercial purposes. Unless stated otherwise in the Order Form, for the purposes of this license grant, you may install the Software on one (1) Machine as a substitute for, and not in addition to, one (1) Server. The total count of Server(s) where the Software is installed must not exceed the number of licenses purchased on the applicable Order Form(s).

  • Sublicense Agreements Sublicenses under this Section 2.3 shall be granted only pursuant to written agreements, which shall be subject to and consistent with the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect: 2.3.2.1 all provisions necessary to ensure Licensee’s ability to comply with Licensee’s obligation under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1; 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also shall state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 in the event of termination of the license set forth in Section 2.1.1 above (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)), any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.3; and 2.3.2.5 the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreement.

  • Permits and License Contractor represents and warrants that it will comply with all applicable laws and maintain all permits and licenses required by applicable city, county, state, and federal rules, regulations, statutes, codes, and other laws that pertain to this Contract.

  • Commercialization License Subject to the terms of this Agreement, including without limitation Section 2.2 and Theravance's Co-Promotion rights in Section 5.3.2, Theravance hereby grants to GSK, and GSK accepts, an exclusive license under the Theravance Patents and Theravance Know-How to make, have made, use, sell, offer for sale and import Alliance Products in the Territory.

  • Sub-licensing CytRx shall be entitled to grant sub-licences of its rights under the terms and conditions of Clause 2.1 of this Agreement to any person, provided that: (a) the sub-licence shall include performance and financial obligations on the sub-licensee which are at least equivalent to the obligations on CytRx under this Agreement; (b) the sub-licence shall continue following the termination of this Agreement for any reason as a licence between ICIL and the sub-licensee pursuant to clause 14.5.2, provided that if the royalties and other consideration provided for in the sub-licence are less that that provided for in this Agreement such royalties or other consideration shall be increased to be the same as provided for in this Agreement and further provided that the sub-licensee agrees in writing to such new financial terms and to the substitution of CytRx by ICIL; (c) within thirty (30) days of the grant of any sub-licence CytRx shall provide to ICIL a summary of the material terms of the sub-licence and a written agreement from the sub-licensee to be bound by the provisions of this Agreement to the extent applicable; (d) except in the case of the continuation of the licence pursuant to Clause 2.5(b) CytRx shall be responsible for any breach of the sub-licence by the sub-licensee, as if the breach had been that of CytRx under this Agreement, and CytRx shall indemnify ICIL against any loss, damages, costs, claims or expenses which are awarded against or suffered by ICIL as a result of any such breach by the sub-licensee; and (e) no sub-licence shall carry any right to sub-sub-licence all of the rights granted to CytRx under this Agreement without the consent of ICIL (such consent not to be unreasonably withheld) save that a sub-licence can be sub-licensed for the purposes of manufacture or co-marketing without the consent of ICIL.

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