Use of Licensed IP. The Company and the Subsidiaries have valid written licenses to use, reproduce, incorporate, distribute, license, sublicense and provide access to customers in respect of all Licensed IP in the manner and to the extent undertaken by the Company and the Subsidiaries in the conduct of their businesses as presently conducted, and no consents are required to be obtained by the Company and the Subsidiaries with respect to any of the foregoing activities that have not been obtained. To the Knowledge of the Company, the Company and the Subsidiaries have valid written licenses to use, reproduce, incorporate, distribute, license, sublicense and provide access to customers in respect of all Licensed IP to the extent needed to commercialize any Development Product and, to the Knowledge of the Company, no consents are required to be obtained by the Company and the Subsidiaries with respect to any of the foregoing activities that have not been obtained. The Licensed IP Contracts provide the Company and the Subsidiaries with the right, with respect to any Licensed IP, to (i) distribute and make available Company Products to their customers and potential customers in the manner the Company or any Subsidiary currently makes Company Products available and (ii) authorize their customers and potential customers to use such Company Products in the manner authorized by the Company and the Subsidiaries. No third party that has Licensed any Licensed IP to the Company or any Subsidiary that is used by the Company or any Subsidiary in the production environment for any Company Product or that is otherwise necessary to the operation of any Company Product has retained or been assigned an ownership interest in or any exclusive License to any Intellectual Property or Intellectual Property Rights in any improvements, modifications or derivative works to such Licensed IP made solely or jointly by the Company or any Subsidiary.
Use of Licensed IP. The Company has valid written licenses in respect of all Licensed IP of sufficient scope to permit the Company to use such Licensed IP for such purposes as used by the Company in the conduct of its businesses as currently conducted. To the Knowledge of the Company, no claim or proceeding relating to the ownership of Licensed IP is pending or has been threatened, except for any such claim or proceeding that, if adversely determined, would not adversely affect (A) the use or exploitation of such Licensed IP or (B) the distribution, provision, delivery or sale of any Company Product.
Use of Licensed IP. All Licensed IP is licensed to Company and its Subsidiaries pursuant to a valid, binding, written Inbound License. No third party that has licensed material Licensed IP to the Company or any Subsidiary has retained any rights or license in any improvements or derivative works to such Licensed IP made solely or jointly by the Company or any Subsidiary.
Use of Licensed IP. Each member of Parent Group has valid written licenses in respect of all Licensed IP of sufficient scope to permit Parent to use such Licensed IP for such purposes as used by Parent Group in the conduct of their businesses as currently conducted. To the Knowledge of Parent, no claim or proceeding relating to the ownership of Licensed IP is pending or has been threatened, except for any such claim or proceeding that, if adversely determined, would not adversely affect (A) the use or exploitation of such Licensed IP or (B) the distribution, provision, delivery or sale of any Parent Product.
Use of Licensed IP. (a) Each Party, its Affiliates and its permitted Subcontractors shall handle any licensed IP and any Collaboration Strain in accordance with all applicable Laws and industry standards, but under no circumstances with less than a reasonable degree of care. When using any licensed IP or Collaboration Strain, each Party, its Affiliates and its contracted Third Party manufacturers and Subcontractors shall take reasonable measures to protect the security and integrity of such licensed IP or Collaboration Strain.
(b) Cronos shall notify Ginkgo in writing of any unauthorized transfer or use of any Collaboration Strain or any IP owned by Ginkgo of which it becomes aware, that occurs when such Collaboration Strain or IP is in its, its Affiliates’, its Third Party manufacturers’, its Subcontractors’, or its Sublicensee’s possession. In the event of such an unauthorized transfer or use, Cronos shall assist Ginkgo in taking all appropriate measures, including litigation, to terminate and remediate such unauthorized transfer or use.
(c) Ginkgo shall notify Cronos in writing of any unauthorized transfer or use of any IP owned by Cronos of which it becomes aware, that occurs when such IP is in its, its Affiliates’, its Subcontractors’, or its Sublicensee’s possession. In the event of such an unauthorized transfer or use, Ginkgo shall assist Cronos in taking all appropriate measures, including litigation, to terminate and remediate such unauthorized transfer or use.
Use of Licensed IP. All Licensed IP is validly licensed to the Company.
Use of Licensed IP. The Company has valid written licenses in respect of all Licensed IP of sufficient scope to permit the Company to conduct its businesses as currently conducted without infringing or violating the rights of third parties, and all such licenses will survive the Closing and continue in full force and effect thereafter, so as to preserve all rights of, and benefits to, the Company, and Parent, under such licenses from and after the Closing. To the Knowledge of the Company, no claim or proceeding relating to the ownership of Licensed IP is pending or has been threatened, except for any such claim or proceeding that, if adversely determined, would not adversely affect (A) the use or exploitation of such Licensed IP or (B) the distribution, hosting, provision, delivery or sale of any Company Product.
Use of Licensed IP. Acquired Entities have written licenses or rights under compulsory licenses for all Licensed IP and such licenses are of sufficient scope to permit Acquired Entities and each of their Subsidiaries to conduct their business as currently conducted without infringing or violating the rights of the respective licensors of such Licensed IP. Neither Acquired Entities nor any of their Subsidiaries, or, to the Knowledge of Company, any other Person, is in breach of any Licensed IP Contract.
Use of Licensed IP. BioMarin and its Affiliates will not use or exploit any of the Licensed Patents or Licensed Know-How in any manner that is inconsistent with or otherwise diminishes the licenses granted to Sarepta hereunder or diminishes the value of any Licensed Patent or Licensed Know-How.
Use of Licensed IP. The Company and its Subsidiaries have valid and subsisting written licenses to use all Licensed IP in the manner undertaken by the Company and its Subsidiaries in the conduct of their businesses as currently conducted. No consents are required by the Company and its Subsidiaries from the applicable licensor of an item of Licensed IP to use the Licensed IP in the manner undertaken by the Company and its Subsidiaries in the conduct of their businesses as currently conducted. The Licensed IP Contracts provide the Company and its Subsidiaries with the right to (i) distribute and make available as part of an online service the Company Products to its customers in the ordinary course of business and (ii) grant run-time licenses to all such customers sufficient for the intended and expected use of the said products and services, in the case of both clauses (i) and (ii) in the manner undertaken by the Company and its Subsidiaries in the conduct of their businesses as currently conducted.
