Examples of Upstream License Agreements in a sentence
For clarity, AbCellera is solely responsible for any payments due under the Upstream License Agreements.
AbCellera shall (a) fulfill all of its obligations, including its payment obligations, under, and shall not otherwise breach, the Upstream License Agreements; and (b) not amend or waive, or take any action or omit to taking any action that would alter, any of AbCellera’s rights under the Upstream License Agreements in any manner that adversely affects, or would reasonably be expected to adversely affect, Lilly’s rights, benefits and obligations under this Agreement.
For the purpose of verifying amounts payable by Verastem under the Upstream License Agreements, Infinity shall have the right, no more than [* * *], at Infinity’s expense (except as set forth below), to retain an independent certified public accountant selected by Infinity, to review the records set forth in Section 7.6 above in the location(s) where such records are maintained by Licensee upon reasonable notice and during regular business hours.
If Licensee so elects, then such intellectual property rights shall be included in the Verastem IP and sublicensed to Licensee hereunder, subject to the terms and conditions of this Agreement and the agreement between Verastem and such Third Party (which Third Party shall be deemed an Upstream Licensor hereunder, and any such Agreements shall be deemed Upstream License Agreements), and Licensee shall [* * *].
AbCellera shall promptly notify Lilly of any default under, termination or amendment of, the Upstream License Agreements, to the extent such default, termination or amendment may have an impact on Lilly.