Upstream License definition

Upstream License means a license agreement between Quanterix and a Third Party licensor entered into prior to the Effective Date, under which Quanterix obtained rights to certain Patents and Know-How from such Third Party. Upstream Licenses are listed in Appendix III.

Upstream License means any agreement between Allarity (or any of its Affiliates) and any Third Party (such Third Party, an “Upstream Licensor”) pursuant to which Allarity Controls any Know-How or Patents that are included in the Licensed Technology. The Upstream Licenses existing as of the Effective Date are set forth in Exhibit 1.91.

Upstream License means that certain Exclusive License Agreement by and between AssemblyBio and Indiana University Research and Technology Corporation (“IURTC”), dated as of September 3, 2013, as may be amended.

Examples of Upstream License in a sentence

• Retrophin shall pay Ligand (i) $850,000 in consideration for the amendments set forth in this Amendment, and (ii) $150,000 for the efforts to amend the Upstream License Agreement in accordance with Section 4 of this Amendment, in each case such payment shall be non-refundable and shall be made within 5 days of execution of this Amendment by both parties.

• Retrophin acknowledges that it has been provided with a copy of the Upstream License Agreement.

• Subject to Section 13.5.1, if the Upstream License Agreement, in whole or in part, is terminated for any reason, the corresponding rights granted to Retrophin shall be terminated effective upon termination of the Upstream License Agreement.

• If Sangamo obtains an Exclusive Upstream License, such exclusively licensed intellectual property rights shall be included in the Licensed Technology and sublicensed to Pfizer under the terms and conditions of this Agreement (which sublicense shall be subject and subordinate to the terms and conditions of the Upstream License), and the agreement pursuant to which Sangamo obtains Control of such intellectual property rights shall automatically become an Upstream License under this Agreement.

• For the purposes of this Section 3.1, “Pharmacopeia” shall be replaced with “Retrophin” in Sections 3.1.1 and 3,1.3-3.1.6 of the Upstream License Agreement.

More Definitions of Upstream License

Upstream License shall have the meaning set forth on Section 2.3(b). For clarity, Upstream License does not include any Excluded Upstream License.

Upstream License means the Existing Upstream License and any agreement deemed an “Upstream License” pursuant to Section 2.3(b). 1.247 “Upstream Licensor” means the licensor under the Existing Upstream License or any Third Party licensor deemed an “Upstream Licensor” pursuant to Section 2.3(b). 1.248 “Urgent Safety Measure” means an appropriate expedited action taken by the study sponsor to protect clinical trial participants against an immediate hazard. 1.249 “U.S. Regulatory Approval” means [**]. 1.250 “USAN” shall have the meaning set forth in Section 8.3. 1.251 “Valid Claim” means, with respect to a particular Licensed Compound or Licensed Product in a given country, a claim of any issued and unexpired Patent Right, or a pending claim of a good faith patent application which (a) Covers such Licensed Compound or Licensed Product in the Field in such country and (b), whose validity, enforceability, or patentability has not been affected by any of the following: (i) irretrievable lapse, abandonment, cancellation, withdrawal, revocation, dedication to the public, or disclaimer; or (ii) a holding, finding, or decision of invalidity, unenforceability, or non-patentability by a court, governmental agency, national or regional patent office, or other appropriate body that has competent jurisdiction, such holding, finding, or decision being final and unappealable or unappealed within the time allowed for appeal; provided, however, that a pending claim of a patent application shall cease to be a Valid Claim if such pending claim does not issue within [**] after the filing date of the patent application from which it arose, unless and until such pending claim has issued thereafter, and satisfies subsections (a) and (b) of this definition. 1.252 “VAT” means any value added or similar tax. 1.253 “Willful Breach” means, with respect to any representation, warranty, agreement or covenant of this Agreement, a material breach that is [**]. 1.254 “Withholding Tax Action” shall have the meaning set forth in Section 9.8(c)(iii). 1.

Upstream License means any agreement between Sangamo (or any of its Affiliates) and any Third Party (such Third Party, an “Upstream Licensor”) under which such Third Party grants Sangamo a license under any of the Licensed Technology, but expressly 24 [*] = 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.

Upstream License means any of that certain Sub-License Agreement [*].

Upstream License. Agreements shall mean the BMS License Agreement and the Ligand Sublicense Agreement. Annex 2.4 contains copies the Upstream License Agreements. Upstream Licensors shall mean the party granting licensees or sub-licenses to LICENSOR under Upstream License Agreements. Upfront Fee shall have the meaning set forth in Article 7.2. United States and US and USA shall mean the United States of America, including its territories and possessions. USD shall mean US Dollars, being the lawful currency in the US. USP-NF shall mean United States Pharmacopeia–National Formulary. VAT shall mean any and all sales, use, excise, export or import, withholding, value added or other similar taxes, government permit or license fees, and any and all customs, duty, tariff and other similar fees levied upon the transactions contemplated by this Agreement.

Upstream License means any Existing Upstream License or any Future Upstream License, as applicable.

Upstream License means each Spinraza Upstream License and each Pelacarsen Upstream License.