Harvard License definition
Examples of Harvard License in a sentence
Any sublicenses granted by Genentech hereunder, to the extent the sublicense includes rights conveyed by a Harvard License, will contain this right for Harvard.
In the sole discretion of Harvard, upon the termination of each of the Harvard Licenses, Genentech’s rights and obligations as a sublicensee of Curis under each such Harvard License shall either (a) be terminated or (b) become rights and obligations of Genentech as if Genentech were the direct licensee under each of the Harvard Licenses.
Upon exercise of the Harvard Option, the Parties shall promptly negotiate and execute a separate sublicense agreement granting Genentech such sublicense, which sublicense shall be consistent in all material respects with the terms of this Agreement, and subject to the terms and conditions of the Harvard License.
No further amounts shall be due by Genentech to Constellation under such sublicense, provided, however, that following execution of the sublicense agreement with respect to the Harvard License, the Patent Rights under the Harvard License shall be considered “Constellation Licensed IP”, “Constellation Research IP” or “Constellation Other IP”, as applicable, including for purposes of payments which may be owed pursuant to Article 5.
Constellation hereby grants to Genentech an option (the “Harvard Option”) to obtain a sublicense to the Patents licensed to Constellation pursuant to the Harvard License.
After the Effective Date, and subject to its rights under Section 8.4, (i) PTI will make all filings for those Licensed Patents over which it controls prosecution and (ii) shall take reasonable steps, in accordance with its rights under the Harvard License, to ensure that Harvard makes all filings for those Licensed Patents over which Harvard controls prosecution, in each case in compliance with the applicable requirements of 37 C.F.R. § 1.56.
Notwithstanding anything to the contrary however, (i) MP’s obligations, and Cempra’s rights, to the inclusion of MP Improvements in MP Know-How under this Section 8.2 and Section 1.38 shall be subject to Harvard’s ownership under the Harvard License of an undivided half interest in any MP Improvement conceived and/or reduced to practice by ▇▇.
MP has, prior to the Effective Date, provided Cempra with a complete, full, and accurate copy of the Harvard License (including but not limited to all amendments thereto and any side letters, waivers, consents, or other arrangements between MP or any Affiliate thereof and Harvard or any Affiliate thereof with respect to the subject matter thereof).
PTI acknowledges that PTI is solely responsible for complying with all its obligations under the Harvard License.
PTI agrees to exercise its right to inspect Biogen Idec’s records under this Section 6.15 at the same time as Harvard exercises its rights to inspect such records under Section 5.3.1 of the Harvard License; provided that, PTI may exercise such inspection rights independently from Harvard if PTI reasonably believes that Biogen Idec is in material breach of its payment obligations under this Agreement.