Interruption License Sample Clauses

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Interruption License. Affimed hereby grants to LLS an exclusive (even as to Affimed), worldwide, sublicensable license to the Product and any Development Program Results, which license shall be effective in the event of an Interruption (the “Interruption License”). Upon documentation that an Interruption has occurred in accordance with this Section, Affimed shall promptly transfer to LLS a copy of all Development Program Results in the Field. LLS shall notify Affimed in writing if it believes an Interruption has occurred (the “Interruption Notice”). If Affimed disputes the Interruption Notice, it shall respond in writing within ***** of receipt of the Interruption Notice providing specific evidence supporting its response. If LLS disagrees with such response, such dispute shall be resolved in accordance with Section 11 of this Agreement. If Affimed agrees with the Interruption Notice or fails to respond to the Interruption Notice within the specified *****, an Interruption shall be deemed to have occurred. ▇▇▇▇▇▇▇ has made LLS aware of the fact that a potential investor in Affimed intellectual property has also requested some form of interruption license in the event of a cessation of Commercially Reasonable Efforts relating to the Product. LLS wishes to encourage additional investment in Affimed relating to the Product and accordingly agrees that LLS will engage in good faith discussions with such investor upon ▇▇▇▇▇▇▇’s request to determine how the license granted to LLS pursuant to this subparagraph can be reasonably coordinated with a license Affimed may wish to grant to such investor.
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Interruption License. Effective as of the Effective Date, Sling hereby grants to CFF an option to exercise rights to the license described in Section 3.4.1 (the “Interruption License”), which option shall be deemed exercised by CFF, and the Interruption License shall be effective, upon: (i) CFF providing Sling with written notice of an Interruption that identifies the Sling Product forming the basis for the alleged Interruption and provides reasonable details to substantiate the claim of the Interruption; and (ii) either (a) Sling failing to refute in writing the existence of the Interruption within [***] of the date of CFF’s written notice of the Interruption, or (b) Sling failing to present to CFF a plan reasonably acceptable to CFF for Sling to resume Commercially Reasonable Efforts with respect to the Sling Product that formed the basis for the Interruption: 3.4.1. An irrevocable exclusive (even as to Sling) worldwide license, with the right to sublicense, under the Sling Owned Patents, Sanofi Licensed Patents and Sanofi Licensed Know-How to develop, manufacture, have manufactured, use, sell, offer to sell and import the Sling Product that created the basis for the Interruption, as applicable, solely for use of continuing development of commercialization of that same Sling Product in the Field in the applicable Major Market. For purposes of the Interruption License, the applicable Major Market shall be that Major Market with respect to which a termination of Commercially Reasonable Efforts for the period set forth in Section 1.49 applies. 3.4.2. In the event that Sling transfers all of or certain of its rights and obligations to develop and commercialize a Sling Product in the Field at any time, the Third Party to which Sling transfers all or certain rights and obligations to develop and commercialize the Sling Product in the Field shall be subject to the obligations of the Interruption License. The Interruption License shall be deemed to constitute intellectual property as defined in Section 365(n) of the U.S. Bankruptcy Code. Sling agrees that CFF, as a licensee of such rights, shall retain and may exercise all of its rights and elections under the U.S. Bankruptcy Code; provided, however, that nothing in this Agreement shall be deemed to constitute a present exercise of such rights and elections. 3.4.3. In connection with this Section 3.4, Sling will deliver to CFF, at CFF’s expense, within [***] of CFF’s notice of an Interruption under Section 3.4, all materials and data...
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Interruption License. (a) In the event JDRF determines that an Interruption has occurred, it shall notify Sangamo in writing of such belief, stating in reasonable detail the basis for its belief that an Interruption has occurred (the “Interruption Notice”). If at the time of receipt of the Interruption Notice, Sangamo (i) has not licensed or otherwise transferred rights to a Third Party to the Sangamo Research Program Technology in the Field; or (ii) has successfully terminated the rights it licensed or otherwise transferred to a Third Party to the Sangamo Research Program Technology in the Field, then Sangamo shall have sixty (60) days after the receipt of the Interruption Notice to avoid the Interruption License Effective Date by (x) responding to the Interruption Notice by explaining why it believes an Interruption has not occurred (the “Interruption Response”); or (y) resuming Commercially Reasonable Efforts (either itself or through an Affiliate, collaborator, licensee, sublicensee, transferee, or successor); provided that, Sangamo may avoid the Interruption License Effective Date by any such resumption only once. (b) If at the time of receipt of the Interruption Notice, Sangamo has licensed or otherwise transferred rights to a Third Party to the Sangamo Research Program Technology in the Field pursuant to an agreement that includes a provision that gives Sangamo the right to terminate such Third Party’s rights under the Sangamo Research Program Technology in the Field upon a final determination that an Interruption has occurred and not been cured within the applicable time after the relevant notice, then Sangamo shall have sixty (60) days after the receipt of the Interruption Notice to avoid the Interruption License Effective Date by (i) providing an Interruption Response to JDRF; or (ii) commencing and continuing thereafter commercially reasonable efforts to effect such a termination. If Sangamo successfully effects such a termination then it shall have sixty (60) days after the termination effective date to avoid the Interruption License Effective Date by resuming Commercially Reasonable Efforts (either itself or through an Affiliate, collaborator, licensee, sublicensee, transferee, or successor); provided that, Sangamo may avoid the Interruption License Effective Date by any such resumption only once. (c) If Sangamo provides an Interruption Response within the sixty (60) day period set forth in Section 9.5(a) or 9.5(b) and JDRF disagrees with the Interruption Response,...
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Interruption License. (a) [***]. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]. (b) [***]. (c) [***]. (d) [***]. (e) [***].
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Interruption License. Effective as of the Effective Date, Omeros hereby grants to SMRI with respect to the Program the following option to take a license (the “Interruption License”), which shall become exercisable by SMRI in the event of an Interruption: (a) An exclusive (even as to Omeros except for research purposes) worldwide license, with the right to sublicense, under the Program IP to develop, manufacture, have manufactured, use, sell, offer to sell and import Products, together with a nonexclusive worldwide license, with the right to sublicense, to any other Intellectual Property Right in the Program solely to the extent necessary for SMRI to develop, manufacture, have manufactured, use, sell, offer to sell and import Products. † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION (b) In the event that Omeros transfers all or substantially all of its rights and obligations to develop and commercialize a Product to a third party by virtue of a Program Conveyance, Omeros shall use reasonable good faith efforts to obtain reversion rights from the third party. The time required for such rights to revert to Omeros shall be excused and shall not constitute an Interruption. Upon reversion to Omeros of such rights in the Product, the Interruption License shall again become exercisable by SMRI in the event of an Interruption, in which case such reversion rights shall flow to the benefit of SMRI. Except for such reversion rights that Omeros might obtain from any third party, such third party shall not be subject to the obligations of the Interruption License. (c) The Interruption License shall be deemed to constitute intellectual property as defined in Section 365(n) of the U.S. Bankruptcy Code. Omeros agrees that SMRI, as a licensee of such rights, shall retain and may exercise all of its rights and elections under the U.S. Bankruptcy Code; provided, however, that nothing in this Agreement shall be deemed to constitute a present exercise of such rights and elections. (d) In connection with this Section 3.1.4, Omeros shall deliver to SMRI, within thirty (30) days of the occurrence of an Interruption, all materials and data generated in the performance of the Program, and all other materials and data that Omeros may own and/or control that are required by SMRI to use and practice and applicable technology. (e) In the event that the Interruption License becomes effective, in lieu of any ot...
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Interruption License 
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Related to Interruption License

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