Option to Acquire License to Additional Inventions Clause Samples

Option to Acquire License to Additional Inventions. Access to Licensed Data. (a) Option to Acquire License. BURF hereby grants Licensee an exclusive first option (the "Option") to acquire an exclusive license to any BURF interest in any invention (each, an "Additional Invention") (x) that is made after the Effective Date in the course of the performance of research funded in whole or in part under any grant listed on Schedule 2.3 (each, an "Ongoing Grant"), or (y) that constitutes an improvement to an invention or technology covered by a Licensed Patent and that results from the exercise of those retained rights (the "Retained Rights") described in Section 2.1(d). For purposes of this Agreement, "Additional Invention" shall not include any ownership interest of M.I.T. in any such invention. Further, "improvement to an invention or technology" shall mean any invention that constitutes a modification of, variation of, revision to or new use of such invention or technology and that is dominated, in whole or in part, by any Valid Claim in any Licensed Patent. The Option shall apply to all Additional Inventions made during the term of this Agreement, and Licensee's exercise or failure to exercise the Option with *** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission respect to a particular Additional Invention shall not affect Licensee's rights with respect to future Additional Inventions. Notwithstanding the foregoing, nothing in this Agreement shall apply or be deemed to apply to M.I.T.'s interest, if any, in any Additional Invention nor to obligate M.I.T. in any way to grant a license, under M.I.T.'s interest in any Additional Invention, to any Additional Invention. As additional consideration for the grant of the Option, upon execution of this Agreement, Licensee shall grant to BURF an option (the "BURF "Stock Option") to purchase * * * shares of Licensee's common stock, par value $.001 per share ("Common Stock"), subject to vesting terms and other terms and conditions set forth in the option grant certificate dated as of the date hereof and attached to this Agreement as Exhibit B (the "BURF Stock Option Certificate"). BURF shall be free to grant a license to an Additional Invention to any Third Party if Licensee does not exercise the Option with respect to such Additional Invention, subject to the terms and conditions set forth in this Section 2.3(a). With respect to each Additional Invention, Licensee may ex...
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Related to Option to Acquire License to Additional Inventions

  • CFR PART 200 Rights to Inventions If the Federal award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Pursuant to the above, when the foregoing applies to ESC Region 8 and TIPS Members, Vendor certifies that during the term of an award resulting from this procurement process, Vendor agrees to comply with all applicable requirements as referenced in the Federal rule above. Does vendor agree? Yes

  • Sublicense Grant Licensee will be entitled to grant Sublicenses to third parties under the license granted pursuant to Section 2.1 subject to the terms of this Section 2.3. Any such Sublicense shall be on terms and conditions in compliance with and not inconsistent with the terms of this Agreement. The grant of a Sublicense shall not in any way diminish or alter Licensee’s obligations under this Agreement.

  • Sublicense Rights Licensee shall not have the right to grant sublicenses under the licenses granted to it under Section 2.1(a) (Development and Commercialization License to Licensee) and Section 6.3(d) (Use of Coherus Trademark), without the prior written consent of Coherus, which consent may be withheld [***], except with respect to [***], in which case [***]. For the avoidance of doubt, it shall be [***] with respect to [***]. If Coherus consents in writing to allow Licensee to grant a sublicense, then Licensee may grant such sublicense, through [***], subject to the following: (a) each Sublicensee shall agree to be bound by all of the applicable terms and conditions of this Agreement; (b) the terms of each sublicense granted by Licensee shall provide that the Sublicensee shall be subject to the terms and conditions of this Agreement; (c) Licensee’s grant of any sublicense shall not relieve Licensee from any of its obligations under this Agreement; (d) Licensee shall be liable for any breach of a sublicense by a Sublicensee to the extent that such breach would constitute a breach of this Agreement, and any breach of the sublicense by such Sublicensee shall be deemed a breach of this Agreement by Licensee to the extent that such breach would constitute a breach of this Agreement as if Licensee had committed such breach; provided, however, that in each instance of any breach, Licensee and/or Sublicensee shall have the right to cure any such breach pursuant to the terms of this Agreement; and (e) Licensee will notify Coherus of the identity of any Sublicensee, and the territory in which it has granted such sublicense, promptly after entering into any sublicense. Notwithstanding anything to the contrary in this Agreement, for clarity, Licensee shall not have the right to grant sublicenses under Section 2.1 (License Grants) to any Third Party to Manufacture Products or to conduct Process Development.

  • SOFTWARE LICENSE GRANT Where Product is acquired on a licensed basis the following shall constitute the license grant:

  • License Grants The licenses granted in this Section 2 are subject to the terms and conditions set forth in this ▇▇▇▇: a. Subject to Section 2(b), you may install and use the Software on a single computer; OR install and store the Software on a storage device, such as a network server, used only to install the Software on your other computers over an internal network, provided you have a license for each separate computer on which the Software is installed and run. Except as otherwise provided in Section 2(b), a license for the Software may not be shared, installed or used concurrently on different computers. b. In addition to the single copy of the Software permitted in Section 2(a), the primary user of the computer on which the Software is installed may make a second copy of the Software and install it on either a portable computer or a computer located at his or her home for his or her exclusive use, provided that: A. the second copy of the Software on the portable or home computer (i) is not used at the same time as the copy of the Software on the primary computer and (ii) is used by the primary user solely as allowed for such version or edition (such as for educational use only), B. the second copy of the Software is not installed or used after the time such user is no longer the primary user of the primary computer on which the Software is installed. c. In the event the Software is distributed along with other PremiumSoft software products as part of a suite of products (collectively, the "Studio"), the license of the Studio is licensed as a single product and none of the products in the Studio, including the Software, may be separated for installation or use on more than one computer. d. You may make one copy of the Software in machine-readable form solely for backup purposes. You must reproduce on any such copy all copyright notices and any other proprietary legends on the original copy of the Software. You may not sell or transfer any copy of the Software made for backup purposes. e. You agree that PremiumSoft may audit your use of the Software for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the Software by you other than in full compliance with the terms of this Agreement, you shall reimburse PremiumSoft for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance. f. Your license rights under this ▇▇▇▇ are non-exclusive.