Examples of EOS Technology in a sentence
Subject to the terms and conditions of this Agreement, EOS hereby grants to Licensee an exclusive (including with respect to EOS and its Affiliates), royalty-bearing license, with the right to grant sublicenses in accordance with Section 5.2, under the EOS Technology and the Licensed Trademarks to Exploit the Licensed Product in the Field in the Territory; provided, however, that such license shall be non-exclusive with respect to the Additional Patents.
EOS shall own all right, title and interest in and to any and all Information and Inventions relating to the EOS Technology that either Party (or its Affiliates or subcontractors) may independently or jointly with the other Party conceive, develop or invent in the course of performing its designated Feasibility Activities (collectively, “EOS Improvements”).
Notwithstanding anything to the contrary in this Agreement and subject to the limitations in Section 5.4, EOS retains all right, title and interest in and to the EOS Technology, EOS’s Corporate Name and any Regulatory Documentation Controlled by EOS to Exploit any product outside the Field.
It has sufficient legal and/or beneficial title, ownership or license, free and clear from any mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or claims of any kind, of the EOS Technology to grant the licenses and lien to Servier as purported to be granted pursuant to this Agreement.
Licensee shall notify EOS within ten (10) days after the Notice Date whether Licensee wishes to purchase the EOS Technology (other than the Additional Patents) from EOS.
The Advenchen Technology, in the case of Advenchen as assignor or transferor, or the EOS Technology, in the case of EOS as assignor or transferor, shall exclude any Patents and Information (a) Controlled by any permitted assignee or transferee prior to the effective date of such assignment or transfer of this Agreement to such assignee or transferee and (b) not developed in connection with any Product.
EOS agrees that Licensee may set off any costs and expenses (including any damages, royalties or other payments resulting therefrom) incurred by Licensee in assuming such defense of EOS Technology Claims against any royalties payable to EOS by Licensee pursuant to Section 6.2; provided, however, that Licensee shall have no other recourse against EOS with respect to any such costs and expenses.
The purchase price with respect to the sale of such EOS Technology to Licensee shall be determined by mutual agreement of the Parties based on a value equal to two times the trailing twelve (12) month royalty payments paid to EOS pursuant to Section 6.2 herein.
Upon any expiration of this Agreement under Section 13.1, EOS shall grant to Licensee as of the effective date of such expiration a sole and exclusive (including with respect to EOS and its Affiliates), perpetual, irrevocable, worldwide, royalty-free license, under the EOS Technology, to the extent incorporated in any Licensed Product, or used in the Manufacture of any Licensed Product, to Exploit any and all Licensed Products.
EOS has obtained from all individuals who participated in any respect in the invention or authorship of any EOS Technology owned by EOS or its Affiliates effective assignments of all ownership rights of such individuals in such EOS Technology, either pursuant to written agreement or by operation of law.