Scripps Agreement definition
Examples of Scripps Agreement in a sentence
Notwithstanding the foregoing proposed allocation, in the event that Scripps exercises any right it may have under the Scripps Agreement to control an Infringement Action, then, in lieu of such allocations, the remaining funds shall be divided as follows: (A) Scripps shall receive the portion of such remaining funds to which it is entitled under the Scripps Agreement and (B) BMS shall retain the balance which shall be treated as Net Sales of Product.
If such Pfizer Licensor does not so notify such Company Licensee in writing within such thirty (30) day period that it intends to enter into negotiations with such Company Licensee, then such Company Licensee shall be permitted to license any Patent Rights or Know-How that it Controls and that relates to the Scripps Improvements to any Third Party on any terms (subject to the terms and conditions of the Scripps Agreement).
With respect to the Licensed Patent Rights licensed to Poniard pursuant to the Scripps Agreement (the “Scripps Patent Rights”), Verastem acknowledges that Scripps has retained rights under the Scripps Agreement for itself and the United States government, including the right of Scripps to grant nonexclusive licenses (without the right to sublicense) to nonprofit or academic institutions to use for any noncommercial research or educational purposes any Scripps Patent Rights.
In the event of a conflict between the terms of the Scripps Agreement applicable to a sublicense and any sublicense, such terms of the Scripps Agreement shall prevail over the conflicting terms of the sublicense.
The Parties acknowledge that pursuant to Poniard’s agreements with Third Parties pursuant to which Poniard has licensed or otherwise obtained Control of In-Licensed Patent Rights, including the Scripps Agreement, such Third Parties may retain the right to file, prosecute and maintain such In-Licensed Patent Rights.
During the Term, each Company Licensee shall promptly notify the applicable Pfizer Licensor in writing in the event that it invents or otherwise generates any improvements, modifications, or upgrades to any Third Party IP that are licensed to a Pfizer Licensor pursuant to the Scripps Agreement or any Patent Rights that, from time to time, the Parties identify as, and agree in writing are, the Patent Rights to which this Section shall apply (“Scripps Improvements”).
As of the Effective Date, there are no amendments to the Scripps Agreement, the Scripps Agreement is in full force, Poniard is in compliance with the Scripps Agreement and Poniard’s entry into this Agreement does not conflict with the Scripps Agreement.
Genentech acknowledges and agrees that any sublicense granted by Sangamo to Genentech shall be subject in all respects to the restrictions, exceptions, royalty obligations, reports, termination provisions and other provisions contained in the Scripps Agreement (but not including the payment of the license fee pursuant to Section 2.2 of the Scripps Agreement).
Poniard shall be responsible for one hundred percent (100%) of all amounts payable to any Third Party under any agreement or arrangement to which Poniard is a party as of the Effective Date and that are applicable to the Licensed Compound, Licensed Product, Licensed Know-How and/or Licensed Patent Rights, including amounts payable to Scripps under the Scripps Agreement.
During the Term, each Company Licensee shall promptly notify the applicable Pfizer Licensor in writing in the event that it invents or otherwise generates any improvements, modifications, or upgrades to any Third Party IP that is licensed to a Pfizer Licensor pursuant to the Scripps Agreement (“Scripps Improvements”).