GRANTS OF OPTIONS AND LICENSES RELATING TO ADDITIONAL MICE AND ADDITIONAL TECHNOLOGY Clause Samples

GRANTS OF OPTIONS AND LICENSES RELATING TO ADDITIONAL MICE AND ADDITIONAL TECHNOLOGY. 20.1 Option to Include Additional Mice in Research License(s). 20.1.1 Pursuant to Section 15.1 and the other terms and conditions of this Agreement, on a Research Antigen-by-Research Antigen basis, Medarex has granted to Genmab option(s) to obtain [***] Research License(s) under the Medarex Technology and Medarex’s rights in the Medarex Mice and Mice Materials related thereto, in each case during the Research License Period with respect to a particular Research Antigen. Subject to Section 20.1.2 of this Agreement, on a Research Antigen-by-Research Antigen basis, Medarex hereby grants to Genmab an option to expand the rights granted by Medarex to Genmab in the Research License during the applicable Research License Period with respect to a particular Research Antigen to include rights with respect to the Additional Technology and the Additional Mice (and Mice Materials derived from such Additional Mice) (each an “Additional Technology Research Option”). It is hereby agreed that, once a particular antigen becomes a Research Antigen in accordance with Section 15.2, then an Additional Technology Research Option shall be kept available by Medarex for as long as (i) such antigen remains a Research Antigen, and (ii) the [***] has not expired or been terminated. 20.1.2 In the event that Genmab, pursuant to the terms of this Agreement, obtains a Research License with respect to a particular Research Antigen, Genmab shall have a right to exercise an Additional Technology Research Option with respect to such Research Antigen, as follows. Genmab shall provide to Medarex written notice of its desire to exercise such option, and upon receipt of such notice Medarex shall [***] with respect to such Research Antigen. Subject to Sections 20.3 and 20.4 of this Agreement, upon Medarex’s providing [***] such notice, the grant of the Research License with respect to such Research Antigen in Section 15.1 shall be deemed to be amended such that references to “Medarex Mice” shall be deemed to include Medarex’s interests in and to the “Additional Mice” and references to “Medarex Technology” shall be deemed to include Medarex’s interests in and to the “Additional Technology”; provided, however, that any such rights with respect to the Additional Mice and Additional Technology shall be exercisable (i) subject to Section 20.2.3 of this Agreement, on the same terms and conditions that apply in Article 15 of this Agreement to the Medarex Mice, and (ii) in the case of any such rights gra...
View SourceView Similar (2)

Related to GRANTS OF OPTIONS AND LICENSES RELATING TO ADDITIONAL MICE AND ADDITIONAL TECHNOLOGY

  • INDEMNIFICATION RELATING TO THIRD PARTY RIGHTS The Contractor will also indemnify and hold the Authorized Users harmless from and against any and all damages, expenses (including reasonable attorneys' fees), claims, judgments, liabilities and costs that may be finally assessed against the Authorized Users in any action for infringement of a United States Letter Patent, or of any copyright, trademark, trade secret or other third party proprietary right except to the extent such claims arise from the Authorized Users gross negligence or willful misconduct, provided that the State shall give Contractor: (i) prompt written notice of any action, claim or threat of infringement suit, or other suit, (ii) the opportunity to take over, settle or defend such action, claim or suit at Contractor's sole expense, and (iii) assistance in the defense of any such action at the expense of Contractor. If usage shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion to take action in the following order of precedence: (i) to procure for the Authorized User the right to continue Usage (ii) to modify the service or Product so that Usage becomes non-infringing, and is of at least equal quality and performance; or (iii) to replace said service or Product or part(s) thereof, as applicable, with non-infringing service or Product of at least equal quality and performance. If the above remedies are not available, the parties shall terminate the Contract, in whole or in part as necessary and applicable, provided the Authorized User is given a refund for any amounts paid for the period during which Usage was not feasible. The foregoing provisions as to protection from third party rights shall not apply to any infringement occasioned by modification by the Authorized User of any Product without Contractor’s approval. In the event that an action at law or in equity is commenced against the Authorized User arising out of a claim that the Authorized User's use of the service or Product under the Contract infringes any patent, copyright or proprietary right, and Contractor is of the opinion that the allegations in such action in whole or in part are not covered by the indemnification and defense provisions set forth in the Contract, Contractor shall immediately notify the Authorized User and the Office of the Attorney General in writing and shall specify to what extent Contractor believes it is obligated to defend and indemnify under the terms and conditions of the Contract. Contractor shall in such event protect the interests of the Authorized User and secure a continuance to permit the Authorized User to appear and defend its interests in cooperation with Contractor, as is appropriate, including any jurisdictional defenses the Authorized User may have. This constitutes the Authorized User’s sole and exclusive remedy for patent infringement, or for infringement of any other third party proprietary right.

  • Additional Indemnification Rights Non Exclusivity a. Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Articles, the By-Laws or by statute. b. The provisions for indemnification and advancement of expenses set forth in the Agreement shall not be deemed exclusive of any other rights which Indemnitee may have under any provision of law, the Articles, the By-laws, the vote of the Company’s shareholders or disinterested directors, insurance policies, other agreements or otherwise; and nothing in this Agreement shall be used to interpret or otherwise affect such other rights. Indemnitee’s rights hereunder shall continue after Indemnitee has ceased acting as a director, officer, employee or agent of the Company and shall inure to the benefit of the heirs, executors and administrators of Indemnitee. However, no amendment or alteration after the Effective Date of the Articles or By-laws or any other agreement shall adversely affect the rights provided to Indemnitee under the Agreement.

  • Additional Indemnification Rights Nonexclusivity the Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company's Certificate of Incorporation, the Company's Bylaws or by statute. In the event of any change after the date of this Agreement in any applicable law, statute or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties' rights and obligations hereunder except as set forth in Section 10(a) hereof.

  • GRANT OF LICENSE AND LIMITATIONS License to Use the Licensed Software. In accordance with the terms and conditions hereof, the Licensor agrees to grant to Bianfeng Networking a license to install and operate the Licensed Software on the Designated Computers and to grant to its customers the right to use such software system.

  • Benefits of Agreement; No Third-Party Rights The provisions of this Agreement are intended solely to benefit the Member and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and the Member shall have no duty or obligation to any creditor of the Company to make any contributions or payments to the Company.