Examples of Caltech Agreement in a sentence
Calando shall provide Cerulean with a copy of any proposed or executed amendment, restatement, alteration, waiver or other change of the terms and conditions of the Caltech Agreement or Caltech Side Letter.
Notwithstanding anything to the contrary herein, Calando shall not (i) assign this Agreement, in whole or in part, to any person unless Calando simultaneously assigns to such person all right, title and interest in, to and under the Licensed IP, the Caltech Agreement and the Caltech Side Letter, and (ii) assign any right, title or interest in or to the Licensed IP, except subject to the rights of Cerulean under this Agreement.
Further, Calando shall not assign (other than in connection with a Sale Event) or terminate the Caltech Agreement or Caltech Side Letter without the prior written approval of Cerulean, which approval shall not be unreasonably withheld, conditioned or delayed.
Calando shall provide Cerulean with written notice of any claim of a breach under, or any threat or notice of termination of, the Caltech Agreement or Caltech Side Letter.
If, and to the extent, that Caltech, pursuant to Section 5.2 of the Caltech Agreement, requires Calando to report on the progress of introducing commercial Licensed Products in the United States, Calando shall promptly (but in any event within [**] business days) report such requirement to Cerulean and Cerulean shall promptly (within [**] days thereafter) provide a written report thereof to Calando and Calando shall promptly (but in any event within [**] business days) provide such report to Caltech.
The license granted to Sangamo under the Caltech Agreement is subject to (a) a reservation by the California Institute of Technology (“Caltech”) of its right to use the Intellectual Property licensed thereunder for noncommercial educational and research purposes, but not for commercial sale or other commercial distribution to third parties and (b) any existing rights of the United States government under Xxxxx 00, Xxxxxx Xxxxxx Code, Section 200 et seq.
Caltech hereby agrees that the rights granted to Caltech hereunder shall be deemed to fully satisfy the obligations of the Company under Sections 5.13 and 5.14 of the Caltech Agreement, and neither Section 5.13 nor Section 5.14 of the Caltech Agreement shall have any further force or effect.
Upon Genentech’s written request, Sangamo shall promptly grant (not subject to any additional terms and conditions including, without limitation, any additional payments or other consideration) a non-exclusive license, under the intellectual property licensed to Sangamo pursuant the Caltech Agreement, to any Third Party to which Genentech is permitted under Section 5.1(b) of this Agreement to grant a sublicense.
Caltech = in-licensed under the Caltech Agreement JHU = in-licensed under the JHU Agreement MIT = in-licensed under the MIT Agreement Scripps = in-licensed under the Scripps Agreement Utah = in-licensed under the Utah Agreement US 07/862,831 (JHU) Apr.
All persons eligible to compete for promotion shall be given an equal opportunity to obtain Ascertained Merit Points.