Head Licensors definition
Examples of Head Licensors in a sentence
Spinco shall keep records as described in Sections 6.11 and 6.12 of the BioWa/Lonza License Agreement solely with respect to the Product and shall grant to MedImmune rights to audit such records and books consistent with the Head Licensors’ rights to audit MedImmune pursuant to such section and MedImmune shall have the right to disclose the results of any such audit to the Head Licensors.
MedImmune shall, at Spinco’s request and cost and subject to Spinco providing MedImmune with a suitable indemnity, use reasonable endeavors to enable Spinco to exercise MedImmune’s rights (if any) to join an action as provided in Section 8.3 of the BioWa/Lonza License Agreement or seek a reduction in royalties owed to the Head Licensors as provided in Section 8.3.1 of the BioWa/Lonza License Agreement.
Spinco shall provide reports (including reports pursuant to Article 5 of the BioWa/Lonza License Agreement) solely with respect to the Exploitation of the Product to MedImmune or (if directed in writing by MedImmune) to the Head Licensors, in each case in accordance with the terms and conditions of the BioWa/Lonza License Agreement as if Spinco were a party thereto in place of MedImmune and references to Licensor were to MedImmune.
With the exception of Sections 3.1 and 3.2.1 that are drafted for the benefit of the Head Licensors and, accordingly, may be enforced by the Head Licensors, the covenants and agreements set forth in this Agreement are for the sole benefit of the Parties and their successors and permitted assigns, and, except for the rights of any indemnified person under Article 6, they shall not be construed as conferring any rights on any other persons.
Spinco shall not grant any sublicense under the rights granted to it by MedImmune hereunder without the prior written approval of MedImmune and, if required, the Head Licensors; provided, that if the Head Licensors have consented to such sublicense in writing Spinco shall provide a copy of such consent to MedImmune and MedImmune’s consent shall not be required.
Spinco agrees and acknowledges that the Head Licensors may use redacted cell line performance data for cell lines produced under the BioWa/Lonza License Agreement for the purposes of marketing the Potelligent®[***] in accordance with Section 9.8 of the BioWa/Lonza License Agreement.
All Software Updates and/or Software Upgrades will, as at Final Acceptance thereof, conform with the Supplier's or any applicable Head Licensor's current published specifications and will represent the Supplier's or any applicable Head Licensor's latest and most up to date version.
For clarity, in the event Spinco makes a timely payment to MedImmune and MedImmune fails to pay timely the corresponding payment to the Head Licensors, Spinco shall not be obligated to pay any interest under the BioWa/Lonza License Agreement to the extent resulting from such late payment by MedImmune.
Information disclosed by or on behalf of Spinco to MedImmune under this Agreement shall be treated as Spinco’s Confidential Information and subject to Section 7.2 of the APA; provided that MedImmune shall be entitled to disclose such information to the Head Licensors pursuant to the BioWa/Lonza License Agreement.
Spinco shall comply with Article 9 of the BioWa/Lonza License Agreement as if it were a Party thereto in place of MedImmune with respect to: (a) information identified by MedImmune as being Confidential Information of the Head Licensors, including the 7734 Cell Line; and (b) information disclosed by the Head Licensors to Spinco.