Examples of Eidos IP in a sentence
Each Party acknowledges and agrees that “embodiments” of intellectual property within the meaning of Section 365(n) include laboratory notebooks, cell lines, product samples and inventory, research studies and data, all Regulatory Approvals (and all applications for Regulatory Approval) and rights of reference therein, the Eidos IP and all information related to the Eidos IP.
For clarity, the Eidos IP will be Confidential Information of Eidos.
Eidos hereby grants to Alexion a non-exclusive, royalty- free, non-transferable (except in accordance with Section 13.2) license, with the right to grant sublicenses through multiple tiers (in accordance with Section 2.2), under the Eidos IP to Develop, Manufacture, have Manufactured, use, import and export the Licensed Compound and Licensed Products in the Field in the ROW Territory, solely for the purpose of Exploiting the Licensed Compound and Licensed Products in the Field in the Territory.
Eidos shall be solely responsible for making all payments owed by it to Third Parties (including Stanford under the Stanford Agreement) under any agreement existing as of or prior to the Effective Date pursuant to which Eidos has obtained Control of any of the Eidos IP and Alexion shall not have any obligation to make any such payments on behalf of Eidos or as a sublicensee under any such agreement.
Notwithstanding anything to the contrary herein, if Eidos Controls any Patent Rights or Know-How that constitute Eidos IP through any of its Affiliates as of the Effective Date or at any time during the Term, such Patent Rights or Know-How will be deemed to be Controlled by Eidos (and therefore subject to the License) for the remainder of the Term, notwithstanding any change in the Affiliate status of the applicable Affiliate.
If Alexion does not elect to include such Patent Rights or Know-How in-licensed under such agreement as Eidos IP hereunder, then (A) such agreement will not be deemed to be a New In-License Agreement hereunder and (B) the Patent Rights and Know-How in-licensed under such agreement will not be deemed to be “Controlled” by Eidos (or its Affiliate, as applicable) or included within the Eidos IP, and Alexion will have no license or rights to such Patent Rights or Know-How.
Eidos hereby grants to Alexion a non-exclusive, royalty-free, non-transferable (except in accordance with Section 13.2) license, with the right to grant sublicenses through multiple tiers (in accordance with Section 2.2), under the Eidos IP to Develop, Manufacture, have Manufactured, use, import and export the Licensed Compound and Licensed Products in the Field in the ROW Territory, solely for the purpose of Exploiting the Licensed Compound and Licensed Products in the Field in the Territory.
Without limiting anything set forth in the [***], upon any termination of the Stanford Agreement or any other agreement pursuant to which Eidos Controls any of the Eidos IP , Eidos shall facilitate Alexion’s negotiations with Stanford or the applicable licensor for a direct license in the Field in the Territory.
Without limiting anything set forth in the [***], upon any termination of the Stanford Agreement or any other agreement pursuant to which Eidos Controls any of the Eidos IP, Eidos shall facilitate Alexion’s negotiations with Stanford or the applicable licensor for a direct license in the Field in the Territory.
The Parties intend the following rights to extend to the maximum extent permitted by Applicable Law, and to be enforceable under Bankruptcy Code Section 365(n): (i) the right of access to the Eidos IP, or any Third Party with whom Eidos contracts to perform an obligation of Eidos under this Agreement; and (ii) the right to contract directly with any Third Party to complete the contracted work.