Licensor Background IP definition
Examples of Licensor Background IP in a sentence
Notwithstanding the exclusive licenses granted to Denali pursuant to Section 8.1, Licensor retains the right for itself, F-star Ltd and F-star GmbH and their Affiliates and licensees to practice under the Licensor Background IP and Licensor Program IP and Licensor’s interest in the Joint Program IP outside the scope of the licenses granted herein and to perform (and to sublicense Approved Subcontractors to perform to the extent not prohibited hereunder) its obligations under this Agreement.
As between the Parties, (a) Licensor, F-star Ltd or F-star GmbH or an Affiliate of any of them designated by Licensor shall Control all right, title, and interest in and to any and all Licensor Background IP and any and all Platform IP; and (b) Licensor shall solely own all right, title and interest in and to any and all Licensor Program IP.
Except as expressly provided herein, Licensor grants no other right or license, including any rights or licenses to the Licensor Background IP, Licensor Program IP, or any other Patent or intellectual property rights not otherwise expressly granted herein, whether by implication, estoppel, or otherwise.
If any Licensor In-License is terminated for any reason other than in circumstances where Denali is in breach of this Agreement, Licensor shall use its Commercially Reasonable Efforts to ensure that the licensor thereunder, shall grant a direct license under the Licensor Background IP to Denali containing terms and conditions no less favorable to Denali than the payment terms of such Licensor In-License.
Licensor hereby grants to Denali, on an Accepted Fab Target-by-Accepted Fab Target basis, the exclusive right and option, exercisable at Denali’s sole discretion, to obtain and exercise the exclusive licenses under the Licensor Background IP, the Licensor Program IP and Joint Program IP as set forth in Section 8.1, with respect to the Exploitation of a Licensed Product containing a mAb2 to such Accepted Fab Target in the Field in the Territory (each, a “License Option”).
To the best of Licensor’s knowledge, no current Representative of Licensor or any of its Affiliates is in violation of any term of any assignment or other agreement regarding the protection of Licensor Background IP or of any employment contract or any other contractual obligation or any obligation under Applicable Laws relating to the relationship of any such person with Licensor or any such Affiliate.