Out-Licensing definition

Out-Licensing means licensing out divesting, disposing of, or otherwise transferring of rights of IPR, including Background IPR and Joint IPR, necessary or reasonably useful for Development, Manufacture and Commercialization of a Collaboration Product to a Third Party, whether by a Party solely or the Parties jointly in accordance with Section 7.
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Examples of Out-Licensing in a sentence

  • Subject to Sections 5.9(d) and 6.3, [ * ] shall have the right to enter into a license or sublicense with any Third Party for any or all rights to any Antibody Target Candidates, Antibodies or Products [ * ], including without limitation any Out-Licensing Candidates.

  • It will, and will ensure that Affiliates will, (a) maintain and not breach, and will cause its Affiliates to maintain and not breach, any Out-Licensing Agreement that it is a Party to, and (b) not amend, modify or terminate any such agreement in a manner that would adversely affect the other Party’s rights hereunder without first obtaining such other Party’s prior written consent.

  • The Continuing Party will make all Opt-Out Out-Licensing Share payments for each Calendar Year no later than [***] after the end of each Calendar Year [***] for the applicable Calendar Year.

  • It will, and will ensure that its Affiliates will, (a) maintain and not breach, and will cause its Affiliates to maintain and not breach, any Collaboration In-License that it is a Party to, and (b) not amend, modify or terminate any such agreement in a manner that would adversely affect the other Party’s rights hereunder, or a Third Party Out-Licensee’s rights under an Out-Licensing Agreement, without first obtaining the other Party’s prior written consent.

  • Unless a Party has Opted-Out, then within [***] following the DC Identification Date, the Parties will review, discuss and determine whether to approve the threshold criteria and terms that an Out-Licensing Transaction must satisfy or include, which criteria and terms will be based on market conditions and attributes of the Licensed Compounds and Licensed Products (the “Out-Licensing Criteria”).

  • Without limiting Section 10.1 (Out-Licensing Transactions), each Party will use Commercially Reasonable Efforts to perform the activities assigned to it in the Commercialization Plan in accordance with the timelines set forth therein and in accordance with this Article 8 (Commercialization); provided that, if the Parties have not yet entered into an Out-Licensing Transaction, then [***].

  • The JSC will dissolve upon the earliest of (a) the Opt-Out by a Party, (b) the agreement by the Parties to dissolve the JSC, or (c) upon a Party or the Parties entering into an Out-Licensing Transaction, in each case, unless otherwise agreed by the Parties; provided that the JSC will be formed again upon any Re-Opt-In by an Opt-Out Party if clauses (b) or (c) have not yet occurred.

  • Each Party will enter into any Out-Licensing Agreement satisfying the Out-Licensing Criteria or that is otherwise approved by the Parties; [***].

  • The Parties will, unless a Party has Opted-Out or an Out-Licensing Transaction has been entered into, periodically review, discuss and determine whether to approve amendments to such Out-Licensing Criteria, including within [***] following each of (a) Completion of the first Phase 1 Clinical Trial for a Licensed Product, (b) Completion of the first Phase 2 Clinical Trial for a Licensed Product, and (c) Completion of the first Phase 3 Clinical Trial for a Licensed Product.

  • Any manufacturing technology transfer activities to be conducted by the Parties will be set forth in the Research Plan or Development Plan, as applicable; provided that, if the Parties have not yet entered into an Out-Licensing Transaction, then Odyssey will take the lead role in Manufacturing the Licensed Compounds and Licensed Products (unless the Parties mutually agree otherwise) in accordance with the Research Plan or Development Plan, as applicable.

Related to Out-Licensing

  • FLEGT-licensed means production and process methods, also referred to as timber production standards, and in the context of social criteria, contract performance conditions (only), as defined by a bilateral Voluntary Partnership Agreement (VPA) between the European Union and a timber- producing country under the FLEGT scheme, where both Parties have agreed to establish a system under which timber that has been produced in accordance with the relevant laws of the producing country, and other criteria stipulated by the VPA, are licensed for export by the producing country government. This may also include any timber that has been independently verified as meeting all the producing country's requirements for a FLEGT licence, where a VPA has been signed but the FLEGT licensing system is not fully operational. Evidence from a country that has not signed up to a VPA which demonstrates that all of the requirements equivalent to FLEGT-licensed timber have been met will also be acceptable. CPET will produce further guidance on FLEGT-licensed or equivalent timber in due course.

  • Patent Licenses means all licenses, contracts or other agreements, whether written or oral, naming any Grantor as licensee or licensor and providing for the grant of any right to manufacture, use or sell any invention covered by any Patent (including, without limitation, all Patent Licenses set forth in Schedule II hereto).

  • Copyleft License means any license that requires, as a condition of use, modification and/or distribution of software subject to such license, that such software subject to such license, or other software incorporated into, derived from, or used or distributed with such software subject to such license (i) in the case of software, be made available or distributed in a form other than binary (e.g., source code form), (ii) be licensed for the purpose of preparing derivative works, (iii) be licensed under terms that allow the Company’s or any Subsidiary of the Company’s products or portions thereof or interfaces therefor to be reverse engineered, reverse assembled or disassembled (other than by operation of Law) or (iv) be redistributable at no license fee. Copyleft Licenses include the GNU General Public License, the GNU Lesser General Public License, the Mozilla Public License, the Common Development and Distribution License, the Eclipse Public License and all Creative Commons “sharealike” licenses.

  • Patent License means any written agreement granting any right with respect to any invention on which a Patent is in existence or a Patent application is pending, in which agreement Borrower now holds or hereafter acquires any interest.

  • Trademark Licensee means any corporation, partnership, limited liability company or similar legal entity (and not a person) that has a written trademark license agreement with Registry Operator or its Affiliate, for use of the registered trademark owned by Registry Operator or its Affiliate, the textual elements of which correspond exactly to the .Brand TLD string operated by Registry Operator, where: (i) such license is valid under applicable law; (ii) such license is for the use of such trademark in the regular course of that entity’s business outside of the provision of TLD Registry Services, and is not primarily for the purpose of enabling registration or use of domain names in the TLD; (iii) such trademark is used continuously in that entity’s business throughout the Term; and (iv) the domain names in the TLD registered to the Trademark Licensee are required to be used for the promotion, support, distribution, sales or other services reasonably related to any of the goods and/or services identified in the trademark registration.