Technology Agreements definition
Examples of Technology Agreements in a sentence
The Assigned Intellectual Property and, to Seller’s knowledge, the right of any third party licensor to the intellectual property licensed pursuant to the Inbound Technology Agreements, are not subject to any outstanding settlement agreement, order, ruling, decree, judgment, or stipulation preventing their use by Buyer after the Closing Date.
In no instance has the eligibility of the Assigned Intellectual Property (excluding the portions licensed under the Inbound Technology Agreements) for protection under applicable Law been forfeited to the public domain for any reason.
Except for portions licensed pursuant to the Inbound Technology Agreements or rights granted pursuant to the Outbound Technology Agreements, to Seller’s knowledge, Seller holds valid and enforceable IP Rights in and to all of the Purchased Assets (including all of the Assigned Intellectual Property).
Except as set forth on Schedule 3.9.4, Seller owns all right, title and interest in and to the Purchased Assets or, under the Inbound Technology Agreements is, to Seller’s knowledge, licensed legally enforceable rights to use the Purchased Assets and to make, have made, sell, offer to sell, import, license and distribute the Products.
Except as set forth on Schedule 3.12 and except for the Inbound Technology Agreements and Outbound Technology Agreements, there is no agreement to which Seller, with respect to the Purchased Assets, is a party or, to Seller’s knowledge by which it is otherwise bound, nor any judgment, injunction, order or decree affecting the Purchased Assets which prohibits or limits the scope of development or marketing of the Products.
Other than as set forth in the Outbound Technology Agreements and except for indemnification obligations set forth in certain of the Assigned Contracts, Seller has not made any written or other binding warranty or representation with respect to any of the Assigned Intellectual Property, or any product that embodies or utilizes any of it.
AVEO shall use Commercially Reasonable Efforts to negotiate as promptly as possible such Third Party Technology Agreements that the JDC has determined to pursue and throughout such negotiation AVEO shall consider in good faith and use Commercially Reasonable Efforts to get the applicable Third Party to agree to all reasonable comments made by the JDC and Biogen Idec with respect to such Third Party Technology Agreements and the terms thereof.
If the JDC determines that such Third Party Technology Agreement should be pursued, AVEO shall be responsible for negotiating, in consultation with the JDC and Biogen Idec, any such Third Party Technology Agreements and, upon final approval of the JDC as provided below, for entering into such Third Party Technology Agreements.
The provisions of this Section 3.2(b) shall not apply with respect of Patent Rights or Know-how under Third Party Technology Agreements entered into by either Party or any of its Affiliates pursuant to Section 3.6 hereof.
Such Third Party Technology Agreements shall not conflict with the terms and conditions of this Agreement.