Licensed Know Clause Samples

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Licensed Know. How and Licensed Materials. AMGEN shall transfer to RBNC the Licensed Know-How and Licensed Materials listed on Exhibit A, in accordance with a schedule to be mutually agreed by the Parties (provided, the Parties will use reasonable efforts to ensure such transfer is completed within [***] months after the Effective Date). The Parties acknowledge that that the transfer of documents, materials and information hereunder shall be limited to those listed or described on Exhibit A. Accordingly, AMGEN shall not have any obligation to transfer to RBNC any Licensed Know-How or Licensed Materials other than those set forth on Exhibit A. AMGEN will provide notice to RBNC when AMGEN has completed the transfer of all Licensed Know-How and Licensed Materials listed in Exhibit A. Within [***] days of receipt of such notice RBNC will provide written notice to AMGEN if RBNC is then aware of any remaining Licensed Know-How or Licensed Materials that have not been transferred. In the event that RBNC is unable to accept any Licensed Materials in such [***] month transfer period, [***]. AMGEN shall not have any obligation to deliver the Licensed Know-How and Licensed Materials to more than a single location or facility.
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Licensed Know. How shall mean all unpublished technical information, research and development information, know-how, trade secrets, proprietary information, procedures, methods, designs, reports, unpatented processes and the like in the possession of VANDERBILT as of the Effective Date, which are necessary for, or are material to, the production of Licensed Products.
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Licensed Know. How: -----------------
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Licensed Know. How shall mean all information, techniques, data, technical information, (including toxicological, pharmaceutical, clinical, non-clinical and medical data, health registration data and marketing data), including without limitation Data, and Manufacturing Know-How, owned or Controlled by POZEN during the Term and reasonably necessary to use, make or have made, distribute, sell, or offer for sale the Product in the Territory whether in written, electronic or other form. As of the Effective Date, the Licensed Know How consists of the know how set forth on Appendix 1 to this Agreement;
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Related to Licensed Know

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • Licensed Materials The materials that are the subject of this Agreement are set forth in Appendix A ("Licensed Materials").

  • Technical Information The Employer agrees to provide to the Union such information that is available relating to employees in the bargaining unit, as may be required by the Union for collective bargaining purposes.

  • Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall ▇▇▇▇, and shall cause its Affiliates and Sublicensees to ▇▇▇▇, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

  • Exploitation (i) Exploitation of intellectual property may take the form of patenting by the originator singly or in combination with other agencies. (ii) The parties patenting the property shall reach a mutually agreeable arrangement including ownership and revenue sharing which shall be reduced to writing. (iii) In the event that the employee reaches an agreement to use the offices of the Innovation Transfer Office, disputes shall be handled in accordance with Article