Examples of IP Contribution Agreement in a sentence
For the avoidance of doubt, the total capital of the Company consists of the total cash contributions of the Parties, i.e. the Initial Contributions and the Additional Contributions, as well as the rights licensed to the Company under the CRISPR IP Contribution Agreement.
Upon receipt of the first installment of the Initial Contributions by the Company from each Party and the execution by CRISPR of the CRISPR IP Contribution Agreement, each Party shall have a 50% Interest in the Company and 50% of the voting rights therein.
As of the Closing Date, the transactions contemplated by the Contribution Agreement and the IP Contribution Agreement shall have been consummated in all material respects in accordance with their terms (including any required transfer of Contributed Assets (as such term is defined in the Contribution Agreement) owned or deemed to be owned by an Affiliate of Seller).
Without limiting the foregoing, Buyer waives any right to assert a breach by Seller of the Contribution Agreement or the IP Contribution Agreement following the Closing, but without prejudice to the right of Buyer, Company and their Affiliates to be indemnified for Excluded Liabilities under Section 9.1(c) or Section 3.24.
CITY warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for CITY, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for CITY, any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the award or making of this Agreement.
Subject to the terms and conditions set forth herein, at the Closing, each Committer will make an in-kind Capital Contribution (each, an “In-Kind Contribution”) to the Company as follows: (i) Arvinas will enter into the Arvinas IP Contribution Agreement; and (ii) Bayer will enter into the Bayer IP Contribution Agreement.
One of the key outcomes of CWA is a description of constraints on safe and effective system performance (e.g., information, control, and communication requirements).
The Bayer Services Agreement, the CRISPR Services Agreement, the CRISPR IP Contribution Agreement, the Bayer IP Contribution Agreement, the Option Agreement, the Cross-License Agreement and the Intellectual Property Management Agreement shall only become effective on the Effective Date upon the satisfaction (or waiver) of all of the Closing Conditions.
The "TRANSFERABLE PATENTS" shall mean the applicable ownership interests in the Patents to be transferred to the Company pursuant to the IP Contribution Agreement and shall not, in any event, include the ownership interests transferred to Company.
The Delayed TAF Amount shall be reserved by the Company for the payment of the Technology Access Fee to CRISPR in accordance with the terms of the CRISPR IP Contribution Agreement, and not used by the Company or a Local Operating Entity for any other purpose without the prior written consent of CRISPR except as otherwise set forth herein.