Interruption License definition
Examples of Interruption License in a sentence
The Interruption License shall be deemed to constitute intellectual property as defined in Section 365(n) of the U.S. Bankruptcy Code.
If Sangamo successfully effects such a termination then it shall have sixty (60) days after the termination effective date to avoid the Interruption License Effective Date by resuming Commercially Reasonable Efforts (either itself or through an Affiliate, collaborator, licensee, sublicensee, transferee, or successor); provided that, Sangamo may avoid the Interruption License Effective Date by any such resumption only once.
Nothing in this Agreement (other than the Interruption License) shall be construed to grant to LLS any right or license to any of Company’s technology or Intellectual Property Rights and only licenses and rights granted expressly herein shall be of legal force and effect, and no license or other right shall be created hereunder by implication, estoppel or otherwise.
CFF shall not own any compounds originating from the Icagen Library of Compounds or the [***] except as may be subject to the Interruption License.
During the Research Term and thereafter during any period in which either the Research Program License or Interruption License are effective, Icagen shall not (i) Commercialize any Product or any derivative of a Product that would compete with a Product in the Field nor (ii) fund the Commercialization of any Product or any derivative of a Product that would compete with a Product in the Field.
Licensee acknowledge that Licensee’s rights under this Agreement are subject to the obligations of any Interruption License granted under the Research Agreement between Constellation and [**] (with “Interruption License” as defined in such Research Agreement).
If this Agreement is terminated pursuant to Section 9.2 and no Interruption License is in effect at the time of such termination, in addition to the provisions specified in the preceding sentence, the Parties’ rights and obligations under, and/or provisions contained in Sections 4.2, 4.3, 4.4 and 9.5 shall also survive such termination.
CFF shall indemnify, defend and hold harmless Icagen, its Affiliates, and their respective directors, officers, employees and agents (each, an “Icagen Indemnitee”) from and against any and all claims, suits and demands of Third Parties and losses, liabilities, damages for personal injury, property damage or otherwise, costs, penalties, fines and expenses (including reasonable fees of attorneys) arising out of or resulting from any Product after the effective date of the Interruption License.
Thus, for example, if LLS’s expenditures after the Interruption License becomes exercisable are [**] Dollars ($[**]), LLS’s share will increase to [**] percent ([**]%) and Company’s share will decrease to [**] percent ([**]%).
Notwithstanding the foregoing, Company shall have no obligations pursuant to this Agreement to defend or indemnify LLS from any Claim to the extent it arises from (w) LLS’s negligence or willful misconduct, (x) any material breach by LLS of its representations, warranties, covenants or obligations under this Agreement, (y) the conduct by LLS of its business or operations outside of the Research Program, or (z) any activities conducted by LLS or its Affiliates or licensees under the Interruption License.