Licensed Companion Diagnostic Technology definition

Licensed Companion Diagnostic Technology means all Know-How and Patent Rights that are Controlled by Sangamo or its Affiliates as of the Effective Date or during the Term, including Sangamo’s interest in Joint Inventions and Joint Patents, that are necessary or useful for the development, manufacture, use, sale, offer for sale, importation or commercialization of Companion Diagnostic Assays in the Field in the Territory; provided, however, that (a) for purposes of this definition, “Affiliates” shall exclude any Third Party that becomes an Affiliate of Sangamo after the Effective Date as a result of a Change of Control of Sangamo; (b) Licensed Companion Diagnostic Technology shall exclude all Know-How and Patent Rights licensed to Sangamo pursuant to [*], (c) Licensed Companion Diagnostic Technology shall exclude all Excluded Upstream IP pursuant to Section 2.6, and (d) Licensed Companion Diagnostic Technology shall exclude all Know-How and Patent Rights licensed to Sangamo pursuant to the [*].
Sample 1Sample 2
Licensed Companion Diagnostic Technology means all Know-How and Patent Rights that are Controlled by Sangamo or its Affiliates as of the Effective Date or during the Term, including for the avoidance of doubt Sangamo’s interest in Joint Technology, that are necessary or useful for the development, manufacture, use, sale, offer for sale, importation or commercialization of Companion Diagnostic Assays in the Field in the Territory; provided, however, that for purposes of this definition: (a) the Know-How and Patent Rights owned or Controlled by any Third Party that becomes an Affiliate of Sangamo after the Effective Date as a result of a Change of Control of Sangamo shall not be included in the Licensed Companion Diagnostic Technology unless Sangamo or its Affiliates use or develop such Know-How or Patent Rights in the performance of their activities under the Agreement; and (b) notwithstanding the foregoing, Licensed Companion Diagnostic Technology shall not include: (i) Excluded Upstream IP pursuant to Section 2.5(a); (ii) Know-How and Patent Rights Controlled by Sangamo pursuant to [ * ] and [ * ]; (iii) Know-How and Patent Rights related to [ * ], including but not limited to [ * ]; [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (iv) Know-How and Patent Rights related to [ * ]; (v) Know-How and Patent Rights related to [ * ], including but not limited to [ * ] Know-How and Patent Rights Controlled by Sangamo pursuant to (1) [ * ], and (2) [ * ]; (vi) Know-How and Patent Rights related to [ * ]; and (vii) Know-How and Patent Rights related to [ * ].
Sample 1Sample 2
Licensed Companion Diagnostic Technology means all Know-How and Patent Rights that are Controlled by Sangamo or its Affiliates as of the Effective Date or during the Term, including for the avoidance of doubt Sangamo’s interest in Joint Technology, that are necessary or useful for the development, manufacture, use, sale, offer for sale, importation or commercialization of Companion Diagnostic Assays in the Field in the Territory; provided, however, that for purposes of this definition:
Sample 1

Examples of Licensed Companion Diagnostic Technology in a sentence

  • The licenses granted to Pfizer in Section 2.1(a) include sublicenses under Licensed Technology or Licensed Companion Diagnostic Technology licensed to Sangamo pursuant to the Sangamo Third Party Agreements, which sublicenses are subject to the terms of such Sangamo Third Party Agreements (i.e. those terms set forth on Schedule 2.1(d), which may be amended by the Parties for Sangamo Third Party Agreements entered into after the Effective Date).

  • In addition, subject to Section 2.5, Sangamo retains the exclusive right to practice and license the Licensed Technology, Sangamo Manufacturing Improvement Technology and Licensed Companion Diagnostic Technology outside the scope of the licenses granted to Pfizer under Section 2.1(a).

  • As between the Parties, Sangamo shall have the sole right, but not the obligation, to file, prosecute and maintain throughout the world, at its own expense, all Patent Rights Controlled by Sangamo that are not Licensed Patents or Joint Patents (including Patent Rights claiming Licensed Companion Diagnostic Technology or Sangamo Manufacturing Improvement Technology).

  • The licenses granted to Pfizer in Section 2.1(a) include sublicenses under Licensed Technology or Licensed Companion Diagnostic Technology licensed to Sangamo pursuant to the Sangamo Third Party Agreements, which sublicenses are subject to the terms of such Sangamo Third Party Agreements.

  • Pfizer may, from time to time, request that Sangamo grant licenses or sublicenses, to the Licensed Technology or Licensed Companion Diagnostic Technology and of the same or narrowed scope as the licenses granted to Pfizer pursuant to Section 2.1(a), directly to Affiliates of Pfizer by giving written notice, upon receipt of which Sangamo agrees to enter into and sign a separate direct license or sublicense agreement with such designated Affiliate of Pfizer.

  • Licensed Companion Diagnostic Technology, or the Confidential Information of the other Party in the conduct of such Competing Program.

  • Sangamo shall have the sole right, but not the obligation, to bring and control, at its own cost and expense, any legal action in connection with (i) any infringement of any Licensed Patent that is not a Product Infringement or (ii) any infringement of any Patent Right Controlled by Sangamo that is not a Licensed Patent (including Patent Rights claiming Licensed Companion Diagnostic Technology or Sangamo Manufacturing Improvement Technology).

  • To the extent that Pfizer or its Affiliate or Sublicensee conducts any development or commercialization of a Companion Diagnostic Assay which was developed using Licensed Companion Diagnostic Technology through a Third Party, Pfizer shall use reasonable efforts to facilitate Sangamo’s access to such Companion Diagnostic Assay through such Third Party.

  • Patent Rights claiming Licensed Companion Diagnostic Technology or Sangamo Manufacturing Improvement Technology).

  • Pfizer may, from time to time, request that Sangamo grant licenses or sublicenses, to the Licensed Technology or Licensed Companion Diagnostic Technology and of the same or narrowed scope as the licenses granted to Pfizer pursuant to Section 2.1(a), directly to Affiliates of Pfizer by giving written notice, upon receipt of which Xxxxxxx agrees to enter into and sign a separate direct license or sublicense agreement with such designated Affiliate of Pfizer.

Related to Licensed Companion Diagnostic Technology

  • Licensor Technology means the Licensor Patents, the Licensor Know-How, Licensor Materials, and Non-Patent Rights Controlled by Licensor or its Affiliates embodied in Licensor Know-How or Licensor Materials.

  • Licensee Technology means the Licensee Know-How and Licensee Patents.

  • Licensed Technology means the Licensed Patents and the Licensed Know-How.

  • Licensed Compounds means: (a) Research Program Active Compounds; (b) Novartis Active Compounds; (c) salts, hydrates, solvates, esters, metabolites, intermediates, stereoisomers and polymorphs of Research Program Active Compounds or Novartis Active Compounds; and (d) prodrugs of Research Program Active Compounds or Novartis Active Compounds (any of the foregoing, a “Licensed Compound”).

  • Companion Diagnostic means a device which is essential for the safe and effective use of a corresponding medicinal product to:

  • Program Technology means Program Know-How and Program Patents.

  • Product Technology means the Product Know-How and Product Patents.

  • Licensed Compound means [***].

  • Collaboration IP means Collaboration Know-How and Collaboration Patents.

  • Collaboration Product means a pharmaceutical product containing or comprising Compound in any dosage form alone, or in combination with, one or more other pharmaceutically active ingredients, and any and all Improvements thereto.

  • Third Party Technology means all Intellectual Property and products owned by third parties and licensed pursuant to Third Party Licenses.

  • Diagnostic Product means any test or assay for diagnosing or detecting a disease, disorder, medical condition, or symptom.

  • Licensed Products means tangible materials which, in the course of manufacture, use, sale, or importation, would be within the scope of one or more claims of the Licensed Patent Rights that have not been held unpatentable, invalid or unenforceable by an unappealed or unappealable judgment of a court of competent jurisdiction.

  • Manufacturing Technology means any and all patents, patent applications, know-how, and all intellectual property rights associated therewith that are owned or controlled by Licensor, and including all tangible embodiments thereof, that are necessary or useful for the manufacture of adeno-associated viruses, adeno-associated virus vectors, research or commercial reagents related thereto, Licensed Products, or other products, including manufacturing processes, technical information relating to the methods of manufacture, protocols, standard operating procedures, batch records, assays, formulations, quality control data, specifications, scale up, any and all improvements, modifications, and changes thereto, and any and all activities associated with such manufacture. Any and all chemistry, manufacturing, and controls (CMC), drug master files (DMFs), or similar materials provided to regulatory authorities and the information contained therein are deemed Manufacturing Technology.

  • Licensed Field means [***].

  • Licensed Product means a product or part of a product in the Licensed Field of Use: (A) the making, using, importing or selling of which, absent this license, infringes, induces infringement, or contributes to infringement of a Licensed Patent; or (B) which is made with, uses or incorporates any Technology.

  • Licensed Program means the executable processing programs of licensed information, which is composed of various modules in the Licensed Software package provided by the Licensor.

  • Licensed Programs means, collectively, NeoSystems’ and any Third Party Vendor computer software programs to be provided to Client for use on certain hardware on Client’s premises or a third party’s premises as set forth in an Agreement. The Licensed Programs shall include any fixes, work-arounds, updates, revisions, modifications, enhancements and any derivative works that are provided to Client by NeoSystems under an Agreement.

  • Collaboration Compound means any of the following: (a) FG-4592, (b) any HIF Compound (other than FG-4592) that is added to this Agreement pursuant to Section 3.6, and (c) any salts, esters, complexes, chelates, crystalline and amorphous morphic forms, pegylated forms, enantiomers (excluding regioisomers), prodrugs, solvates, metabolites and catabolites of any of the foregoing ((a) or (b)).

  • Collaboration Technology means all Collaboration Patents and Collaboration Know-How.

  • Developed Technology means any Technology including, without limitation, any enhancements, substitutions or improvements to the Core Technology that is (a) discovered, developed or otherwise acquired by DURA pursuant to the terms of the Development Agreement or (b) otherwise acquired by or on behalf of Xxxxxx Corp. II during the term of the Development Agreement.

  • Collaboration Know-How means all Know-How conceived, discovered, developed or otherwise made by or on behalf of a particular Party or any of its Affiliates or permitted subcontractors of any of the foregoing (solely or jointly by or on behalf of a particular Party or any of its Affiliates or permitted subcontractors of any of the foregoing) in the course of [***].

  • Commercialization or “Commercialize” means activities directed to marketing, promoting, research and development as required, manufacturing for sale, offering for sale, distributing, importing or selling a product, including sub-licensing or sub-contracting of these activities.

  • Licensed Field of Use means all fields.

  • Therapeutic school means a residential group living facility:

  • Licensed Fields of Use means the fields of use identified in Appendix B.