Additional Licensed Technology definition
Examples of Additional Licensed Technology in a sentence
At the request of UHN or MBI respectively, MBI or UHN shall acknowledge the contribution and ownership of UHN and/or MBI to the Additional Licensed Technology, Improvements by UHN PI(s), Improvements by UHN non-PI(s) or Improvements by MBI, as the case may be.
Notwithstanding the confidentiality obligations herein, each Party shall be permitted to disclose the terms of this Agreement and information relating to the Additional Licensed Technology, without the prior written consent of the other Party, to advisors, shareholders, investors, potential investors, underwriters and others on a need to know basis under circumstances that reasonably ensure the confidentiality thereof, or to the extent required by law.
To the best of the knowledge of UHN as on the Effective Date, neither UHN nor the Principal Investigators are aware of any Intellectual Property Rights of any Third Party in or to any Intellectual Property relating to the Additional Licensed Technology.
The Parties acknowledge and agree that the terms of the Additional Exclusive License Agreement shall govern the prosecution and defense of any actions relating to any alleged infringement of the Additional Licensed Technology by third parties or any alleged infringement of third party Intellectual Property by the Additional Licensed Technology.
MBI shall use commercially reasonable efforts, commencing prior to, on or about the time of commercialization in the United States of a commercial assay incorporating the Additional Licensed Technology as a diagnostic service, to apply for and receive clearance from the FDA for performing such diagnostic service.
If UHN is unable or unwilling to secure such insurance as it reasonably considers necessary and MBI continues to use the Additional Licensed Technology in humans, then UHN shall be free to terminate this Agreement in accordance with Section 7.2(b) hereof.
By way of example and not by way of limitation, neither Party may stipulate or admit to the invalidity or unenforceability of any Intellectual Property Rights relating to the Additional Licensed Technology.
Upon request by MBI during the Term, UHN shall promptly deliver to MBI copies of the Additional Licensed Technology, including UHN’s Know-how therein, in written or other tangible form, together with reasonable assistance in connection therewith.
After the first commercial sale of a Licensed Product incorporating a Valid Patent Claim under the Additional Licensed Technology in any jurisdiction in the Territory, the royalties under this Section 3.4 shall be subject to a cumulative minimum payment of $[*] in each Quarter Yearly Period during the Term.
Neither Party shall publish or provide public disclosure of any invention related to the Additional Licensed Technology that is not the subject of a filed patent application without at least thirty (30) days prior written notice of such planned publication or disclosure sent to the other Party.