Use of Licensed Technology. In connection with any Licensed Technology transferred to Novartis pursuant to this Agreement and except as otherwise provided in a separate written agreement between ImmunoGen and Novartis, Novartis hereby agrees that (a) it shall not use such Licensed Technology for any purpose other than exercising its rights and performing its obligations hereunder; (b) it shall use such Licensed Technology only in compliance with all Applicable Laws; (c) it shall not transfer any such Licensed Technology to any Affiliate or Third Party without the prior written consent of ImmunoGen, except as expressly permitted hereby; and (d) except for the rights expressly set forth herein, Novartis is not granted any other rights, title or interest in or to such Licensed Technology as a result of such transfer by ImmunoGen.
Use of Licensed Technology. In connection with any Licensed Technology transferred to Lilly pursuant to this Agreement and except as otherwise provided in a separate written agreement between ImmunoGen and Xxxxx, Xxxxx hereby agrees that (a) it shall not use such Licensed Technology for any purpose other than exercising its rights and performing its obligations hereunder; (b) it shall use such Licensed Technology only in compliance with all Applicable Laws; (c) it shall not transfer any such Licensed Technology to any Third Party (other than Sublicensees) without the prior written consent of ImmunoGen, except as expressly permitted hereby; and (d) except for the rights expressly set forth herein, Lilly is not granted any other rights, title or interest in or to such Licensed Technology as a result of such transfer by ImmunoGen.
Use of Licensed Technology. Licensee and each sublicensee to whom Licensee discloses Licensed Technology, will use the Licensed Technology solely for the purposes specified in this agreement.
Use of Licensed Technology. In connection with any Licensed Technology transferred to Bayer pursuant to this Agreement, Bayer hereby agrees that (a) it shall not use such Licensed Technology for any purpose other than exercising its rights or performing its obligations hereunder; (b) it shall use such Licensed Technology only in compliance with all Applicable Laws; (c) it shall not transfer any such Licensed Technology to any Third Party without the prior written consent of ImmunoGen, except as expressly permitted hereby; (d) except for the rights expressly set forth herein, Bayer shall not have any other rights, title or interest in or to such Licensed Technology as a result of such transfer by ImmunoGen; and (e) any activities by ImmunoGen to facilitate Bayer’s use of the Licensed Technology shall be conducted as part of the Research Program.
Use of Licensed Technology. Cara hereby agrees that (a) it shall not use or practice the Licensed Technology for any purpose other than exercising its rights and performing its obligations under this Agreement; and (b) except for the rights expressly set forth in this Agreement, Cara is not granted any rights, title or interest in or to such Licensed Technology.
Use of Licensed Technology. In connection with any Licensed Technology transferred to sanofi-aventis pursuant to this Agreement, sanofi-aventis hereby agrees that (a) it shall not use such Licensed Technology for any purpose other than exercising its rights or performing its obligations hereunder; (b) it shall use such Licensed Technology only in compliance with all Applicable Laws; (c) it shall not transfer any such Licensed Technology to any Third Party without the prior written consent of ImmunoGen, except as expressly permitted hereby; and (d) except for the rights expressly set forth herein, sanofi-aventis shall not acquire any other rights, title or interest in or to such Licensed Technology as a result of such transfer by ImmunoGen.
Use of Licensed Technology. In connection with any Licensed Technology transferred to Lilly pursuant to this Agreement and except as provided in any outstanding Exclusive License, Lilly hereby agrees that (a) it shall not use such Licensed Technology for any purpose other than the Research Program; (b) it shall use such Licensed Technology only in compliance with all Applicable Laws; (c) it shall not transfer any such Licensed Technology to any Third Party without the prior written consent of ImmunoGen, except as expressly permitted hereby; and (d) except for the rights expressly set forth herein, Lilly shall not acquire any other
Use of Licensed Technology. (a) SI hereby grants to SCI an exclusive, royalty-free perpetual right and license to use and practice the Licensed Technology on a world-wide basis in order to develop, manufacture, use and sell Products and for no other purpose; provided, however, that: (i) SI shall retain the right to use the Licensed Technology to manufacture pharmaceutical fine chemical intermediates and pharmaceutical active ingredients for the clinical and laboratory use of SI and its licensees; (ii) the right and license granted to SCI under this Section 2.1(a) shall not include the exclusive right and license granted by SI to third parties prior to the Effective Date pursuant to any of the agreements listed in Exhibit D attached hereto and incorporated herein by reference, but shall include rights and licenses granted by such third parties back to SI pursuant to such agreements before, on and after the Effective Date; and (iii) SI shall, as described in Section 4.3 below, retain a co-equal ownership right and interest in all of SI's rights and obligations under the Tanabe Agreement.
(b) SI hereby also grants to SCI a non-exclusive, royalty-free right and license to use and practice the Licensed Technology on a world-wide basis in order to develop, manufacture, use and sell compounds included in parts (i) and (iv) of Exhibit C-2 hereto for the periods of time described in Exhibit C-2 hereto.
(c) From time to time upon the request of SCI, SI shall provide to SCI, at no additional cost to SCI, all of the Technical Information within thirty (30) days of receiving SCI's written request, so long as there is no agreement between SI and a third party as of the Effective Date which limits SI's ability to provide such information to SCI. In addition, all patent or other searches and prior art in the possession of SI with respect to the Patent Rights shall be provided to SCI at its request.
Use of Licensed Technology. Group agrees that its use of the Licensed Technology will be in strict accordance with the procedures provided by Hythiam and will comply with Laws and third party payer requirements. Hythiam reserves the right, upon five (5) business days notice and during normal business hours and in strict compliance with HIPAA and Laws, to inspect (or retain a third party to inspect) the patient medical records of individuals who have undergone treatment utilizing the Licensed Technology to test Group’s compliance with the foregoing restrictions on use. In addition, Hythiam reserves the right, upon five (5) business days notice and during normal business hours, to inspect (or retain a third party to inspect) financial and administrative records, including appointment books, purchase requisitions and other administrative records, supply orders, and patient correspondence, to ensure contract compliance and accuracy in reporting. Only Group Personnel or Group Physicians who have received education and training on the use of the Licensed Technology may use the Licensed Technology, and Group will ensure (and provide Hythiam with evidence satisfactory to Hythiam) that all Group Personnel or Group Physicians who use any or all of the Licensed Technology on its behalf are bound by the applicable terms of this Agreement and will have and maintain, all training, licenses, approvals, certification, equipment and information necessary for them to safely and properly use the Licensed Technology. Group will report promptly to Hythiam any knowledge it acquires that the Licensed Technology is being used in a manner not in strict accordance with this Section 6.1, or otherwise with this Agreement. Notwithstanding the foregoing, this Section 6.1 is not intended to restrict or limit in any way each Group Physician’s responsibility to exercise his or her clinical judgment in treating patients, but instead to protect Hythiam’s interest in and to its Licensed Technology and the integrity of that Licensed Technology.
Use of Licensed Technology. With the prior written approval of Licensor, Licensee has the right to sub-license the right to manufacture, use, practice or sell products using the Licensed technology in Mexico. Exercising its right to sub-license shall not affect Licencee's right and conditions granted pursuant to this Agreement.
