Examples of Celera Intellectual Property in a sentence
For so long as an Assigned Product or a Combination Product is being developed or Commercialized under this Agreement, Virobay will provide Celera with written summaries of all research, development, clinical, regulatory and commercialization activities using any Celera Intellectual Property or related to Assigned Products or Combination Products (“Development Summaries”).
Subject to the terms and conditions of this Agreement, Celera hereby sells, assigns, delivers, conveys and transfers to Virobay, its successors and assigns, the entire right, title and interest in and to all Celera Intellectual Property throughout the world, and all rights and privileges related thereto.
Such right and license shall include a right to grant sublicense rights but only to the extent that, in addition to the grant of a sublicense under such Patents owned or Controlled by Celera and such Technology owned or Controlled by Celera, Pharmacyclics grants a license under the Celera Intellectual Property for the purpose of exercising Celera Intellectual Property to develop, make, use, sell, offer for sale, import and export any or all Assigned Products.
Upon a termination of this Agreement in its entirety under this Section 11.2, the ownership of all Celera Intellectual Property shall revert to Celera as provided in Section 11.4 below the all rights and obligations of the parties shall terminate, except as provided in Section 11.5 below.
From and after the effective date of a termination under this Section 11.2 with respect to a particular Product Class, the products within such terminated Product Class will cease to be Assigned Products and ownership of all Celera Intellectual Property directed to such terminated Product Class shall revert to Celera as provided in Section 11.4 below.
In the event of termination of this Agreement before expiration of the Term, Pharmacyclics will assign to Celera all right, title and interest in and to all Celera Intellectual Property.
The Stock Issuance Agreement provides that Virobay will issue without additional consideration and in partial consideration for the assignment to Virobay of the Celera Intellectual Property under this Agreement, to Celera, common stock of Virobay in an amount which represents five percent (5%) of Virobay’s fully-diluted capitalization.
Additionally, any Licensee with a surviving license under the Celera Intellectual Property agrees that upon Celera’s request, Celera and such Licensee shall formalize such surviving license by executing a direct license under the Celera Intellectual Property, which direct license shall be of the same scope as Licensee’s license from Pharmacyclics financial and other terms) as those contained in this Agreement.
With respect to the Celera Intellectual Property, Celera represents and warrants that: [***] indicates material that has been omitted pursuant to a request for confidential treatment.
Additionally, any Licensee with a surviving license under the Celera Intellectual Property agrees that upon Celera’s request, Celera and such Licensee shall formalize such surviving license by executing a direct license under the Celera Intellectual Property, which direct license shall be of the same scope as Licensee’s license from Pharmacyclics and shall contain substantially identical terms and conditions (including the same financial and other terms) as those contained in this Agreement.